{"id": "edgar_00000", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk\nWe are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.\nITEM 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1622244_2020.htm (CIK: 1622244, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00001", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nOur market risk sensitive instruments and positions have been determined to be \u201cother than trading.\u201d We have operations in foreign countries with a functional currency that is not the U.S. Dollar. We are exposed to market risk, primarily related to foreign currency fluctuations related to these operations. Subsidiaries with asset and liability balances denominated in currencies other than their functional currency are remeasured in the preparation of their financial statements using a combination of current and historical exchange rates, with any resulting remeasurement adjustments included in net income (loss) for the period. Net foreign currency transaction losses for the year ended December 31, 2020 were $2.8 million and relate primarily to fluctuations in the U.S. Dollar in relation to the Euro and the Brazilian Real.\nIn 2015, we initiated a foreign currency hedging program to mitigate the foreign currency risk in countries where we have significant assets and liabilities denominated in currencies other than the functional currency. We utilize monthly foreign currency swap contracts to reduce exposures to changes in foreign currency exchange rates related to our largest exposures including, but not limited to the Australian Dollar, Canadian Dollar, Brazilian Real, British Pound, Euro, Malaysian Ringgit and Mexican Peso. The impact from these swap contracts was not material as of, or for the years ended, December 31, 2020, 2019 and 2018.\nTranslation adjustments for the assets and liability accounts are included as a separate component of accumulated other comprehensive loss in shareholders\u2019 equity. Foreign currency translation losses recognized in other comprehensive loss were $3.7 million for the year ended December 31, 2020.\nBased on the year ended December 31, 2020, we had foreign currency-based revenues and operating loss of $242.9 million and $10.0 million, respectively. A hypothetical 10% adverse change in all applicable foreign currencies would result in an annual change in revenues and operating loss of $24.3 million and $1.0 million, respectively.\nThe ABL Facility and Term Loan bear interest at variable market rates. If market interest rates increase, our interest expense and cash flows could be adversely impacted. Based on borrowings outstanding at December 31, 2020, an increase in market interest rates of 100 basis points would increase our interest expense and decrease our operating cash flows by approximately $2.2 million on an annual basis.\nOur Notes bear interest at a fixed rate, but the fair value of the Notes is subject to fluctuations as market interest rates change. In addition, the fair value of the Notes is affected by changes in our stock price. As of December 31, 2020, the outstanding principal balance of the Notes was $93.1 million. The carrying value of the liability component of the Notes, net of the unamortized discount and issuance costs, was $84.5 million as of December 31, 2020, while the estimated fair value of the Notes was $91.9 million (inclusive of the fair value of the conversion option), which was determined based on the observed trading price of the Notes. See Note 10 to the consolidated financial statements for additional information regarding the Notes.\nITEM 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 318833_2020.htm (CIK: 318833, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00002", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.\nREPORT OF INDEPENDENT PUBLIC ACCOUNTING FIRM\nTo the Stockholders and Board of Directors\nRezolute, Inc.\nOPINION ON THE FINANCIAL STATEMENTS\nWe have audited the accompanying consolidated balance sheet of Rezolute, Inc. (the \u201cCompany\u201d) as of June 30, 2020 and 2019, and the related consolidated statements of operations, stockholders\u2019 equity and cash flows for the years ended June 30, 2020 and 2019, and the related notes (collectively referred to as the \u201cfinancial statements\u201d).\nIn our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of June 30, 2020 and 2019, and the results of its operations and its cash flows for the years ended June 30, 2020 and 2019, in conformity with accounting principles generally accepted in the United States of America.\nBASIS FOR OPINION\nThe Company's management is responsible for these financial statements. Our responsibility is to express an opinion on the Company\u2019s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (\u201cPCAOB\u201d) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.\nOur audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\n/s/Plante & Moran, PLLC\nWe have served as the Company\u2019s auditors since 2013.\nDenver, Colorado\nOctober 13, 2020\nREZOLUTE, INC.\nConsolidated Balance Sheets\nJune 30, 2020 and 2019\n(In Thousands, Except Per Share Amounts)\nThe accompanying notes are an integral part of these consolidated financial statements.\nREZOLUTE, INC.\nConsolidated Statements of Operations\nFor the Years Ended June 30, 2020 and 2019\n(In Thousands, Except Per Share Amounts)\nThe accompanying notes are an integral part of these consolidated financial statements.\nREZOLUTE, INC.\nConsolidated Statements of Stockholders\u2019 Equity\nFor the Years Ended June 30, 2020 and 2019\n(In Thousands, Except Per Share Amounts)\nThe accompanying notes are an integral part of these consolidated financial statements.\nREZOLUTE, INC.\nConsolidated Statements of Cash Flows\nFor the Years Ended June 30, 2020 and\n(In Thousands)\nThe accompanying notes are an integral part of these consolidated financial statements.\nREZOLUTE, INC.\nNotes to Consolidated Financial Statements\nNote 1 - Nature of Operations and Summary of Significant Accounting Policies\nNature of Operations\nRezolute, Inc. (the \u201cCompany\u201d) is a clinical stage biopharmaceutical company incorporated in Delaware in 2010.\nConsolidation\nThe Company has three wholly owned subsidiaries consisting of AntriaBio Dela", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1509261_2020.htm (CIK: 1509261, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00003", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A.Quantitative and Qualitative Disclosures About Market Risk\nOur revenues and net income are based primarily on the value of our AUM. Accordingly, declines in financial market values directly and negatively impact our investment advisory revenues and net income.\nWe invest in the Funds, which are market risk sensitive financial instruments. These investments have inherent market risk in the form of price risk; that is, the potential future loss of value that would result from a decline in their fair value. Market prices fluctuate, and the amount realized upon subsequent sale may differ significantly from the reported market value.\nDuring the first quarter of 2020, the impact of the COVID-19 pandemic spread rapidly on a global basis and caused increasing disruption to populations, economic activity, and the global financial markets. While markets recovered sharply in the second, third, and fourth quarters of 2020, the impact and ongoing uncertainty related to the COVID-19 pandemic continued through the end of 2020.\nThe table below summarizes our market risks as of December 31, 2020, and shows the effects of a hypothetical 10% increase and decrease in investments.\nITEM 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 909108_2020.htm (CIK: 909108, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00004", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nEmployment Agreements\nWe have not entered into any employment agreements with our executive officers, and have not made any agreements to provide benefits upon termination of employment.\nExecutive Officers and Director Compensation\nNo executive officer has received any cash compensation for services rendered to us. No compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing shareholders, including our directors, or any of their respective affiliates, prior to, or for any services they render in order to effectuate, the consummation of a business combination. However, such individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. There is no limit on the amount of these out-of-pocket expenses and there will be no review of the reasonableness of the expenses by anyone other than our board of directors and audit committee, which includes persons who may seek reimbursement, or a court of competent jurisdiction if such reimbursement is challenged.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1769624_2020.htm (CIK: 1769624, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00005", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nOverview\nWe are headquartered in Flushing, NY. For the fiscal year 2020, our primary business, which is carried out by Fast Approach Inc and Xianning Bozhuang, is:\n\u25cfBlack tea product cultivation, packaging, and sales;\n\u25cfMultimedia design and online advertising services;\nReorganization\nOn May 18, 2018, the Company incorporated Planet Green Holdings Corporation, a limited company incorporated in the British Virgin Islands. On September 28, 2018, Planet Green BVI acquired JianShi Technology Holding Limited, a limited company incorporated in Hong Kong on February 21, 2012, and Shanghai Xunyang Internet Tech Co., Ltd., a wholly-owned foreign entity incorporated in Shanghai, PRC, on August 29, 2012 (\u201cShanghai Xunyang\u201d).\nOn May 9, 2019, the Company entered into a share exchange agreement to acquire Xianning Bozhuang Tea Products Co., Ltd, Then the Company\u2019s business activities added the production line of green tea and black tea and sales of tea products, of which business activities are carried out in Xianning City, Hubei Province, China.\nOn August 12, 2019, through Lucky Sky Holdings Corporations (H.K.) Limited, formerly known as JianShi Technology Holding Limited, Company established Lucky Sky Petrochemical Technology (Xianning) Co., Ltd., a wholly foreign-owned enterprise incorporated in Xianning City, Hubei Province, China.\nOn December 20, 2019, The Lucky Sky Holdings Corporations (H.K.) Limited sold 100% of equity interest in Shanghai Xunyang.\nOn May 29, 2020, the Planet Green Holdings Corporation (BVI) incorporated Lucky Sky Planet Green Holdings Co., Limited, a limited company incorporated in Hong Kong.\nOn June 5, 2020, the Company issued an aggregate of 1,800,000 shares of our common stock to acquire all of the outstanding equity interest of Fast Approach Inc. As a result, the Planet Green Holdings Corporation (BVI) acquired all of the outstanding equity interests of Fast Approach Inc. It was incorporated under Canada\u2019s laws and the business of operation of a demand-side platform targeting the Chinese education market in North America, besides, Shanghai Shuning Advertising Co., Ltd, a PRC entity as the subsidiary of Fast Approach Inc, conducted the multimedia design, advertising, import, and export business in China.\nOn June 16, 2020, Lucky Sky Holdings Corporations (H.K.) transferred its 100% equity interest in Lucky Sky Petrochemical to Lucky Sky Planet Green Holdings Co., Limited (H.K.).\nOn August 10, 2020, Planet Green Holdings Corporation (BVI) transferred its 100% equity interest in Lucky Sky Holdings Corporations (H.K.) Limited to Rui Tang, an unrelated party, at nominal price.\nOn September 15, 2020, Lucky Sky Petrochemical terminated the VIE agreements with Shenzhen Lorain and Taishan Muren.\nOn December 9, 2020, Lucky Sky Petrochemical Technology (Xianning) Co., Ltd. changed its name to Jiayi Technologies (Xianning) Co., Ltd.\nOn January 4, 2021, the Company and Jiayi Technologies (Xianning) Co., Ltd. (the \u201cSubsidiary\u201d), a subsidiary of the Company, entered into a Share Exchange Agreement (the \u201cShare Exchange Agreement\u201d) with Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd. (\u201cTarget\u201d), and each of shareholders of the Target (collectively, the \u201cSellers\u201d), pursuant to which, among other things and subject to the terms and conditions contained therein, the Subsidiary agreed to effect an acquisition of the Target by acquiring from the Sellers 85% of the outstanding equity interests of the Target (the \u201cAcquisition\u201d). Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd, engaged in researching, manufacturing, and selling high-grade synthetic fuel products. Jingshan Sanhe has four production lines on an 11,000-square-meter facility and capacities to complete manufacturing, labeling, and packaging. It is the primary facility for Green Energy products. Besides, this facility also serves research and sales purpose with an o", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1117057_2020.htm (CIK: 1117057, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00006", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nRisk Factors Relating to Our Business\nThe majority of our revenues are dependent on Penn and its subsidiaries until we further diversify our portfolio. Any event that has a material adverse effect on Penn\u2019s business, financial position or results of operations may have a material adverse effect on our business, financial position or results of operations.\nThe majority of our revenue is based on the revenue derived under our master leases with subsidiaries of Penn. Because these master leases are triple-net leases, we depend on Penn to operate the properties that we own in a manner that generates revenues sufficient to allow Penn to meet its obligations to us, including payment of rent and all insurance, taxes, utilities and maintenance and repair expenses, and to indemnify, defend and hold us harmless from and against various claims, litigation and liabilities arising in connection with its business. There can be no assurance that Penn will have sufficient assets, income or access to financing to enable it to satisfy its payment obligations to us under the master leases. The ability of Penn to fulfill its obligations depends, in part, upon the overall profitability of its gaming operations and, other than limited contractual protections afforded to us as a landlord, we have no control over Penn or its operations. The inability or unwillingness of Penn to meet its subsidiaries\u2019 rent obligations and other obligations under the master leases may materially and adversely affect our business, financial position or results of operations, including our ability to pay dividends to our shareholders.\nDue to our dependence on rental payments from Penn as a significant source of revenue, we may be limited in our ability to enforce our rights under the master leases. Failure by Penn to comply with the terms of its master leases or to comply with the gaming regulations to which the leased properties are subject could require us to find another lessee for such leased property. In such event, we may be unable to locate a suitable lessee at similar rental rates or at all, which would have the effect of reducing our rental revenues. Likewise, our financial position may be materially weakened if Penn failed to renew or extend any master lease as such lease expires and we are unable to lease or re-lease our properties on economically favorable terms.\nAny event that has a material adverse effect on Penn\u2019s business, financial position or results of operations could have a material adverse effect on our business, financial position or results of operations. In addition, continued consolidation in the gaming industry would increase our dependence on our existing tenants and could make it increasingly difficult for us to find alternative tenants for our properties.\nOur pursuit of investments in, and acquisitions or development of, additional properties may be unsuccessful or fail to meet our expectations.\nWe operate in a highly competitive industry and face competition from other REITs (including other gaming-focused REITs), investment companies, private equity and hedge fund investors, sovereign funds, lenders, gaming companies (including gaming companies considering REIT structures) and other investors, some of whom are significantly larger and have greater resources and lower costs of capital. Increased competition may make it more challenging to identify and successfully capitalize on acquisition opportunities that meet our investment objectives. If we cannot identify and purchase a sufficient number of investment properties at favorable prices or if we are unable to finance acquisitions on commercially favorable terms, our business, financial position or results of operations could be materially adversely affected. Additionally, the fact that we must distribute 90% of our net taxable income in order to maintain our qualification as a REIT may limit our ability to rely upon rental payments from our leased properties or subseq", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1575965_2020.htm (CIK: 1575965, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00007", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.\nNote Regarding Forward-Looking Statements\nThis annual report on Form 10-K and other reports filed by the Company from time to time with the SEC (collectively the \u201cFilings\u201d) contain or may contain forward-looking statements and information that are based upon beliefs of, and information currently available to, Company\u2019s management as well as estimates and assumptions made by Company\u2019s management. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. When used in the filings, the words \u201cmay\u201d, \u201cwill\u201d, \u201cshould\u201d, \u201cwould\u201d, \u201canticipate\u201d, \u201cbelieve\u201d, \u201cestimate\u201d, \u201cexpect\u201d, \u201cfuture\u201d, \u201cintend\u201d, \u201cplan\u201d, or the negative of these terms and similar expressions as they relate to Company or Company\u2019s management identify forward-looking statements. Such statements reflect the current view of Company with respect to future events and are subject to risks, uncertainties, assumptions, and other factors (including the statements in the section \u201cresults of operations\u201d below), and any businesses that Company may acquire. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned.\nAlthough the Company believes the expectations reflected in the forward-looking statements are based on reasonable assumptions, the Company cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results. Readers are urged to carefully review and consider the various disclosures made throughout the entirety of annual report, which attempts to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations, and prospects.\nOur financial statements are prepared in US Dollars and in accordance with accounting principles generally accepted in the United States. See \u201cForeign Currency Translation and Comprehensive Income (Loss)\u201d below for information concerning the exchange rates at which Renminbi (\u201cRMB\u201d) were translated into US Dollars (\u201cUSD\u201d) at various pertinent dates and for pertinent periods.\nOVERVIEW OF BUSINESS BACKGROUND\nChina Recycling Energy Corporation (the \u201cCompany\u201d or \u201cCREG\u201d) was incorporated on May 8, 1980. On March 8, 2007, the Company again changed its name from China Digital Wireless, Inc. to its current name, China Recycling Energy Corporation. The Company, through its subsidiaries, sells and leases energy saving systems and equipment to its customers in the People\u2019s Republic of China (\u201cPRC\u201d). Typically, the Company transfers ownership of the waste energy recycling power generating projects to its customers at the end of each sales-type lease and provides financing to its customers for the cost of the projects as described below.\nThe Company is in the process of transforming and expanding into an energy storage integrated solution provider. We plan to pursue disciplined and targeted expansion strategies for market areas we currently do not serve. We actively seek and explore opportunities to apply energy storage technologies to new industries or segments with high growth potential, including industrial and commercial complexes, large scale photovoltaic (PV) and wind power stations, remote islands without electricity, and smart energy cities with multi-energy supplies.\nIn December 2019, a novel strain of coronavirus (COVID-19) was reported and the World Health Organization has declared the outbreak to constitute a \u201cPublic Health Emergency of International Concern.\u201d This pandemic, which continues to spread to additional ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 721693_2020.htm (CIK: 721693, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00008", "source": "edgar", "source_license": "public_domain", "text": "Item 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nYou should read the following discussion and analysis of our financial condition and results of operations together with the \u201cSelected Consolidated Financial Data\u201d section of this Annual Report on Form 10-K and our consolidated financial statements and related notes appearing elsewhere in this Annual Report on Form 10-K. Some of the information contained in this discussion and analysis or set forth elsewhere in this Annual Report on Form 10-K, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks and uncertainties. As a result of many factors, including those factors set forth in the \u201cRisk Factors\u201d section of this Annual Report on Form 10-K, our actual results could differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.\nOverview\nWe are a clinical-stage biopharmaceutical company translating genetic insights into the development of therapies for central nervous system, or CNS, disorders characterized by neuronal imbalance. Normal brain function requires a delicate balance of excitation and inhibition in neuronal circuits, which, when dysregulated, leads to abnormal function and disease. We are applying insights from genetic epilepsies to broader neurological and psychiatric disorders, using our understanding of shared biological targets and circuits in the brain. We apply a deliberate and pragmatic precision approach, leveraging a suite of translational tools including novel transgenic and predictive translational animal models and electrophysiology markers, to enable an efficient path to proof-of-concept in patients. Through this approach, we have established a broad portfolio, including multiple disclosed programs across CNS disorders, including depression, epilepsy, movement disorders and pain syndromes, with three clinical-stage product candidates. We intend to develop differentiated therapies that can deliver long-term benefits to human health by meaningfully impacting patients and society. We expect multiple topline clinical trial readouts from all three programs in the next year and anticipate the launch of a new clinical development program in 2021. We intend to develop differentiated therapies that can deliver long-term benefits to human health by meaningfully impacting patients and society.\nOur most advanced programs, PRAX-114 and PRAX-944, are currently in Phase 2 development. PRAX-114 is being developed for the treatment of major depressive disorder and perimenopausal depression. Together, these conditions affect more than 22 million patients in the United States. PRAX-944 is a selective small molecule inhibitor of T-type calcium channels for the treatment of essential tremor, a progressive and debilitating movement disorder affecting up to seven million people in the United States. In addition, we initiated a Phase 1 trial of PRAX-562, a persistent sodium current blocker, for the treatment of a broad range of rare, devastating CNS disorders, such as severe pediatric epilepsies and rare adult cephalgias. In addition to our clinical programs, we have multiple disclosed preclinical product candidates in development for severe genetic epilepsies.\nWe were incorporated in 2015 and commenced operations in 2016. Since inception, we have devoted substantially all of our resources to developing our preclinical and clinical product candidates, building our intellectual property portfolio, business planning, raising capital and providing general and administrative support for these operations. We employ a \u201cvirtual\u201d research and development model, relying heavily upon external consultants, collaborators and contract research organizations to conduct our preclinical and clinical activities. Since inception, we have financed our operations primarily ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1689548_2020.htm (CIK: 1689548, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00009", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nThe following discussion and analysis of financial condition and results of operations (MD&A) should be read in conjunction with the information under the headings \"Note Regarding Forward-Looking Statements,\" \"Part I. Item 1A. Risk Factors,\" \"Part II. Item 6. Selected Financial Data\" and \"Part I. Item 1. Business,\" as well as the audited consolidated financial statements and the related notes thereto. The following MD&A gives effect to the recast as described in \"Part II. Item 8. Financial Statements\" of this report.\nCOVID-19\nThe COVID-19 pandemic has created significant disruptions to the global economy and has had an adverse effect on our business and the markets in which we operate. As a result of the COVID-19 pandemic, governmental authorities have implemented and are continuing to implement numerous and constantly evolving measures to try to contain the virus, such as travel bans and restrictions, limits on gatherings, quarantines, shelter-in-place orders and business shutdowns. As a result of restrictions and other impacts of the COVID-19 pandemic, demand for many of our products has declined as sales volumes have decreased 8% in 2020 compared to the prior year period.\nWe have manufacturing and other operations that are important to our company in areas significantly affected by the outbreak and have implemented measures to respond to the impacts of the pandemic, particularly in Europe, which is our largest market and in which we have important manufacturing facilities. We are actively managing our business through the pandemic and have enacted rigorous safety measures across our organization in response to the pandemic, including stopping non-essential business travel, increasing personal protective equipment requirements at our manufacturing sites, removing non-essential contractors from our sites, increasing cleaning and sanitizing measures, implementing social distancing protocols, requiring work-from-home arrangements as appropriate and reducing the amount of employees working at a site at any given time. We continue to evaluate the appropriate measures to have in place to safeguard our employees and our business and we may take further actions as government authorities require or recommend, or as we determine to be in the best interest of our employees, customers, partners and suppliers.\nWe have not experienced significant impacts or interruptions to our supply chain as a result of the COVID-19 pandemic. However, at times during the pandemic, certain of our suppliers have faced difficulties maintaining operations due to government-ordered restrictions and shelter-in-place mandates. While we have been able to identify alternative sourcing arrangements without disrupting our supply chain, financial hardship on our suppliers caused by the COVID-19 pandemic could cause disruptions in our raw material supply. We are proactively managing our supplier network by maintaining close contact and seeking alternative arrangements in case our primary suppliers are impacted by the COVID-19 pandemic.\nWe are actively managing the business to improve cash flow and ensure adequate liquidity, which we believe will help us emerge from this environment a stronger and more resilient company. Such measures include our COVID-19 response program, our 2020 Business Improvement Program, managing our production network to align with customer demand, managing our inventories and reducing planned capital expenditures. In addition, various governments in the countries and localities in which we operate have established economic relief and stimulus programs to support their economies during the COVID-19 pandemic. We are participating in certain smaller-value programs and we continue to assess the potential for the impact that other programs may have on our liquidity as they become available. We may also seek to take advantage of opportunities to raise or ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1705682_2020.htm (CIK: 1705682, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00010", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nWe are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.\nITEM 8", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1713809_2020.htm (CIK: 1713809, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00011", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk\nMARKET RISK\nThe Company is exposed to certain market risks that exist as part of its ongoing business operations, including fluctuations in currency exchange rates, price volatility for certain commodities and changes in interest rates. The Company does not engage in speculative or leveraged transactions and does not hold or issue financial instruments for trading purposes.\nInterest Rate Risk\nThe Company's exposure to market risk for changes in interest rates relates primarily to the fair value of the Company's fixed rate debt. Refer to Note 10. Debt in Item 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 49826_2020.htm (CIK: 49826, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00012", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data.\nReport of Independent Registered Public Accounting Firm\nTo the shareholders and the board of directors of Bergio International, Inc.\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheets of Bergio International, Inc. as of December 31, 2020 and 2019, the related statements of operations, stockholders' equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the \"financial statements\"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.\nBasis for Opinion\nThese financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (\"PCAOB\") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company\u2019s internal control over financial reporting. Accordingly, we express no such opinion.\nOur audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.\nSubstantial Doubt about the Company\u2019s Ability to Continue as a Going Concern\nThe accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience negative cash flows from operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.\n/s BF Borgers CPA PC\nBF Borgers CPA PC\nWe have served as the Company's auditor since 2019\nLakewood, CO\nMarch 17, 2021\nBERGIO INTERNATIONAL, INC.\nConsolidated Balance Sheets\nThe accompanying notes are an integral part of these consolidated financial statements.\nBERGIO INTERNATIONAL, INC.\nConsolidated Statements of Operations\nThe accompanying notes are an integral part of the consolidated financial statements.\nBERGIO INTERNATIONAL, INC.\nConsolidated Statement of Changes in Stockholder\u2019s Equity (Deficit)\nAs of December 31, 2020\nThe accompanying notes are an integral part of the consolidated financial statements.\nBERGIO INTERNAT", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1431074_2020.htm (CIK: 1431074, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00013", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nSummary Compensation Table\nThe following table sets forth information concerning the compensation of our principal executive officer, our principal financial officer and each of our other executive officers during 2020 and 2019:\nEmployment Agreements\nThe Company does not have employment agreements with any of its officers or directors and there are no employees.\nDirectors Compensation\nNo director received compensation for services rendered in any capacity to us during the fiscal years ended September 30, 2020 or 2019.\nIndemnification of Directors and Officers\nOur Articles of Incorporation, as amended and restated, and our Bylaws provide for mandatory indemnification of our officers and directors, except where such person has been adjudicated liable by reason of his negligence or willful misconduct toward the Company in the performance of his duties as such officer or director. Our Bylaws also authorize the purchase of director and officer liability insurance to insure them against any liability asserted against or incurred by such person in that capacity or arising from such person's status as a director, officer, employee, fiduciary, or agent, whether or not the corporation would have the power to indemnify such person under the applicable law.\nCompensation Committee Interlocks and Insider Participation\nWe have not established a compensation committee. We are not currently subject to any law, rule or regulation requiring that we establish a compensation committee.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1372954_2020.htm (CIK: 1372954, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00014", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nOverview\nThe Fund is 100% owned by the Company. The Fund\u2019s shares of common stock, at $0.001 par value, were sold to its sole shareholder, the Company, under a stock purchase agreement. The Fund has issued 100,000 of the Fund\u2019s 10,000,000 authorized shares. The Company may make additional capital contributions to the Fund.\nThe Fund provides financing and advisory services to a variety of carefully selected Venture-Backed Companies primarily throughout the United States, with a focus on growth oriented companies. The Fund\u2019s portfolio consists of companies in the communications, information services, media, technology (including software and technology-enabled business services), biotechnology, and medical devices industry sectors, among others. The Fund\u2019s capital is generally used by its portfolio companies to finance acquisitions of fixed assets and working capital. On August 31, 2015, the Company completed its first closing of capital contributions. On September 1, 2015, the Fund made its first investment and became a non-diversified, closed-end investment company that elected to be treated as a BDC under the 1940 Act. While the Fund intends to operate as a non-diversified investment company within the meaning of Section 5(b)(2) of the 1940 Act, from time to time the Fund may act as a diversified investment company within the meaning of Section 5(b)(1) of the 1940 Act.\nThe Fund elected to be treated for federal income tax purposes as a RIC under the Code with the filing of its federal corporate income tax return for 2016. Pursuant to this election, the Fund generally will not have to pay corporate-level taxes on any income distributed to its shareholder as dividends, allowing the Company to substantially reduce or eliminate its corporate-level tax liability.\nThe Fund will seek to meet the ongoing requirements, including the diversification requirements, to qualify as a RIC under the Code. If the Fund fails to meet these requirements, it will be taxed as an ordinary corporation on its taxable income for that year (even if that income is distributed to the Company) and all distributions out of its earnings and profits will be taxable to the members of the Company as ordinary income; thus, such income will be subject to a double layer of tax. There is no assurance that the Fund will meet the ongoing requirements to qualify as a RIC for tax purposes.\nThe Fund\u2019s investment objective is to achieve superior risk-adjusted investment returns and it seeks to achieve that objective by providing debt financing to portfolio companies, most of which are private. The Fund generally receives warrants to acquire equity securities in connection with its portfolio investments and generally distributes these warrants to its shareholder upon receipt, or soon thereafter. The Fund also has guidelines for the percentages of total assets that are invested in different types of assets.\nThe portfolio investments of the Fund primarily consist of debt financing to Venture-Backed Companies in the technology sector. The borrower\u2019s ability to repay its loans may be adversely impacted by several factors, and as a result, the loan may not be fully repaid. Furthermore, the Fund\u2019s security interest in any collateral over the borrower\u2019s assets may be insufficient to make up any shortfall in payments.\nCritical Accounting Policies, Practices and Estimates\nCritical Accounting Policies and Practices are those accounting policies and practices that are both the most important to the portrayal of the Fund\u2019s net assets and results of operations and require the most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Critical accounting estimates are accounting estimates where the nature of the estimates is material due to the levels of subjectivity and judgment necessary to accou", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax liability, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00015", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\nThe Company qualifies as a smaller reporting company as defined by \u00a7229.10(f)(1) and therefore is not required to provide the information required by this Item.\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1437517_2020.htm (CIK: 1437517, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00016", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nReport of Independent Registered Public Accounting Firm\nTo the Shareholders and Board of Directors\nJones Lang LaSalle Incorporated:\nOpinion on the Consolidated Financial Statements\nWe have audited the accompanying consolidated balance sheets of Jones Lang LaSalle Incorporated and subsidiaries (the Company) as of December 31, 2020 and 2019, the related consolidated statements of comprehensive income, changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2020, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2020, in conformity with U.S. generally accepted accounting principles.\nWe also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company\u2019s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 18, 2021 expressed an unqualified opinion on the effectiveness of the Company\u2019s internal control over financial reporting.\nChange in Accounting Principle\nAs discussed in Note 2 to the consolidated financial statements, the Company changed its method of accounting for leases as of January 1, 2019 due to the adoption of Financial Accounting Standards Board\u2019s Accounting Standards Codification (ASC) Topic 842, Leases.\nBasis for Opinion\nThese consolidated financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.\nCritical Audit Matters\nThe critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.\nGoodwill impairment analysis for the Euro", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1037976_2020.htm (CIK: 1037976, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00017", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS.\nAn investment in our common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described below, together with all of the other information in this Form 10-K, including our consolidated financial statements and related notes. If any of the following risks actually occurs, our business, financial condition, results of operations and future prospects could be materially and adversely affected. In that event, the market price of our common stock could decline and you could lose part or all of your investment. All forward-looking statements made by us or on our behalf are qualified by the risks described below.\nRisks Related to Our Business\nWe may be unable to grow our business in future periods, and if our revenue growth slows, or our revenues decline further, our business and financial conditions could be adversely affected.\nOur growth rates may decline in the future. In fiscal 2020, we experienced declines in our revenues. There can be no assurance that we will be able to grow our business in future periods. In the near term, our growth depends in significant part on our ability, among other things, to enter new markets and to continue to attract new clients, and to retain our current clientele. Our growth also depends on our ability to develop and market other prepaid card products that can utilize the Paysign platform.\nAs the prepaid financial services industry continues to develop, our competitors may be able to offer products and services that are, or that are perceived to be, substantially similar to or better than ours. This may force us to compete on the basis of price and to expend significant marketing, product development and other resources in order to remain competitive. Even if we are successful at increasing our operating revenues through our various initiatives and strategies, we will experience an inevitable decline in growth rates as our operating revenues increase to higher levels and we may also experience a decline in margins. If our operating revenue growth rates slow materially or decline, our business, operating results and financial condition could be adversely affected.\nAs a result of the COVID-19 pandemic, our business, financial condition, profitability, and cash flows have been, and are likely to continue to be, negatively impacted.\nOn March 11, 2020, the World Health Organization declared COVID-19 as a pandemic. Federal, state and local authorities in the United States imposed measures intended to reduce the spread of the virus, including restrictions on freedom of movement and business operations such as travel bans, business limitations and closures, quarantines and shelter-in-place orders. These measures had a significant impact on the global economy and financial markets, and adversely affected the demand for our products and services. We experienced plasma donations and dollars added to cards at a slower pace during the second and third quarters of 2020 with a slight recovery in the fourth quarter of 2020. We anticipate that the negative economic impacts of the COVID-19 pandemic will continue for a significant portion of 2021. There is, however, still substantial uncertainty around the remaining duration and breadth of the COVID-19 pandemic and, as a result, the ultimate impact on our business, financial condition and results of operations cannot be reasonably estimated at this time.\nWe operate in a highly regulated environment, and failure by us or business partners to comply with applicable laws and regulations could have an adverse effect on our business, financial position and results of operations.\nWe operate in a highly regulated environment, and failure by us or our business partners to comply with the laws and regulations to which we are subject could negatively impact our business. We are subject to state money transmission licensing requirements and a wide range of federal and other state laws and regulations, which ar", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1496443_2020.htm (CIK: 1496443, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00018", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk\nOur primary exposure to market risk is related to our role as general partner or investment advisor to our investment funds and the sensitivity to movements in the fair value of their investments, including the effect on management fees, performance fees and investment income.\nThe market price of investments may significantly fluctuate during the period of investment. Investments may decline in value due to factors affecting securities markets generally or particular industries represented in the securities markets. The value of an investment may decline due to general market conditions which are not specifically related to such investment, such as real or perceived adverse economic conditions, changes in the general outlook for corporate earnings, changes in interest or currency rates or adverse investor sentiment generally. They may also decline due to factors that affect a particular industry or industries, such as labor shortages or increased production costs and competitive conditions within an industry.\nEffect on Management Fees\nManagement fees are generally based on a defined percentage of gross asset values, total committed capital, net invested capital and NAV of the investment funds managed by us as well as a percentage of net interest income over a performance hurdle. Management fees calculated based on fair value of assets or net investment income are affected by short-term changes in market values.\nThe overall impact of a short-term change in market value may be mitigated by fee definitions that are not based on market value including invested capital and committed capital, market value definitions that exclude the impact of realized and/or unrealized gains and losses, market value definitions based on beginning of the period values or a form of average market value including daily, monthly or quarterly averages, as well as monthly or quarterly payment terms.\nAs such, based on an incremental 10% short-term increase in fair value of the investments in our permanent capital vehicles, long-dated private funds and SMAs as of December 31, 2020, we calculated approximately a 1.6 million increase in management fees for the year ended December 31, 2020. In the case of a 10% short-term decline in fair value of the investments in our permanent capital, long-dated funds and SMAs as of December 31, 2020, we calculated approximately a $2.1 million decrease in management fees for the year ended December 31, 2020.\nEffect on Performance Fees\nPerformance fees are based on certain specific hurdle rates as defined in the funds' applicable investment management or partnership agreements. Performance fees for any period are based upon the probability that there will not be a significant future revenue reversal of such fees in the future. We exercise significant judgments when determining if any performance fees should be recognized in a given period including the below.\n\u2022\nwhether the fund is near final liquidation\n\u2022\nwhether the fair value of the remaining assets in the fund is significantly in excess of the threshold at which the Company would earn an incentive fee\n\u2022\nthe probability of significant fluctuations in the fair value of the remaining assets\n\u2022\nthe SMA\u2019s remaining investments are under contract for sale with contractual purchase prices that would result in no clawback and it is highly likely that the contracts will be consummated\nShort-term changes in the fair values of funds' investments usually do not impact accrued performance fees. The overall impact of a short-term change in market value may be mitigated by a number of factors including, but not limited to, the way in which carried interest performance fees are calculated, which is not ultimately dependent on short-term moves in fair market value, but rather realize cumulative performance of the investments through the end of the long-dated private funds, and SMAs lives.\nWe have not recognized any perfor", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1611110_2020.htm (CIK: 1611110, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00019", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nExecutive Compensation\nThe information required by Item 402 of Regulation S-K is incorporated herein by reference from the disclosures which will be included in a subsequent amendment to the Form 10-K.\nCompensation Committee Interlocks and Insider Participation\nThe information required by Item 407(e)(4) of Regulation S-K is incorporated herein by reference from the disclosure which will be included in a subsequent amendment to the Form 10-K.\nReport of the Compensation Committee of the Board of Directors\nThe information required by Item 407(e)(5) of Regulation S-K is incorporated herein by reference from the disclosure which will be included in a subsequent amendment to the Form 10-K.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1592706_2020.htm (CIK: 1592706, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00020", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION.\nOfficer Compensation\nWe did not pay or accrue any compensation during the fiscal years ended May 31, 2020 and 2019 to Mr. Pei, who was our only executive officer during the fiscal year ended May 31, 2020.\nWe have no employment agreement with Mr. Pei, and do not currently contemplate entering into any employment agreement.\nThere are no stock option plans, retirement, pension, or profit-sharing plans for the benefit of our current sole officer and director.\nDirector Compensation\nThe sole member of our board of directors is not compensated for his services as a director.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1616156_2020.htm (CIK: 1616156, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00021", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nCOMPANY OVERVIEW\nThe Registrant is a New York limited partnership formed to engage in acquiring, operating and holding for investment a varying portfolio of real estate interests. The Registrant's initial public offering was in 1971, the year it began operations. As of December 31, 2020, the Registrant owned an industrial flex property in Maple Grove, Minnesota and the Registrant has a thirty percent interest in Sentinel Omaha, LLC. Omaha is a real estate investment company which as of December 31, 2020 owns five multifamily properties in three markets. Omaha is an affiliate of the Registrant\u2019s general partner.\nThe principal objectives of the Registrant are, first, to obtain capital appreciation through equity investments in real estate; second, to generate cash available for distribution, a portion of which may not be currently taxable; and third, to the extent still permitted under the Internal Revenue Code of 1986, as amended, to generate tax losses which may offset the limited partners' income from the Registrant and certain other sources.\nThe consolidated financial statements for the years ended December 31, 2020, 2019 and 2018 reflect the operations of one industrial flex property located in Maple Grove, Minnesota as well as a 30% interest in Omaha.\nCRITICAL ACCOUNTING ESTIMATES\nIn preparing the consolidated financial statements, management has made estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.\nSet forth below is a summary of the accounting policies that management believes are critical to the preparation of the consolidated financial statements. The summary should be read in conjunction with the more complete discussion of significant accounting policies included in Note 1 to the consolidated financial statements for the year ended December 31, 2020.\nReal Estate\nReal estate is carried at cost, net of accumulated depreciation and amortization. Maintenance and repairs are charged to operations as incurred. Depreciation requires an estimate by management of the useful life of each property as well as an allocation of the costs associated with a property to its various components. If Registrant does not allocate these costs appropriately or incorrectly estimates the useful lives of its real estate, depreciation expense may be misstated.\nRegistrant\u2019s wholly owned property located in Maple Grove, Minnesota is leased 100% to a single tenant whose lease expires October 31, 2024. The tenant pays fixed base rent which increases approximately 3% each year. The tenant pays directly or reimburses Registrant for all utilities, real estate taxes, insurance and most of the property operating expenses and property management fees.\nSentinel Omaha LLC\u2019s portfolio consists of five garden apartment properties. Leases are generally one year or less. Tenants generally pay fixed rent plus utilities used by tenant.\nRegistrant's property is regularly evaluated for impairment. Impairment is determined by calculating the sum of the estimated undiscounted future cash flows including the projected undiscounted future net proceeds from the sale of the property. In the event such sum is less than the net carrying value of the property, the property will be written down to estimated fair value. If the Partnership incorrectly estimates the value of the asset or the undiscounted cash flows, the impairment charges may be different from those, if any, in the consolidated financial statements.\nInvestment in Sentinel Omaha, LLC\nThe Registrant has a 30% non-controlling interest in Omaha that is accounted for on a fair value basis. During 2019, Omaha sold its garden apartment property located in Independence, Missouri. Net sales proceeds were used to first pay se", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: irs, internal revenue. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00022", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nIntroduction\nManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations (\u201cMD&A\u201d) is intended to provide a reader of our financial statements with a narrative from the perspective of our management on our financial condition, results of operations, liquidity and certain other factors that may affect our future results. Our MD&A is presented in five main sections:\n\u25cfOverview\n\u25cfResults of Operations\n\u25cfLiquidity and Capital Resources\n\u25cfOff Balance Sheet Arrangements and Contractual Obligations\n\u25cfCritical Accounting Policies and Estimates\nThe following discussion should be read in conjunction with our consolidated financial statements and accompanying Notes included in Item 8, \u201cFinancial Statements and Supplementary Data,\u201d of this annual report on Form 10-K. In addition to historical data, this discussion contains forward-looking statements about our business, operations and financial performance based on current expectations that involve risks, uncertainties and assumptions. Our actual results may differ materially from those in this discussion as a result of various factors, including but not limited to those discussed in Part, 1. Item 1A, \u201cRisk Factors\u201d in this annual report on Form 10-K.\nOverview\nOur Business\nWe are a multi-strategy real estate finance company that originates, acquires, finances, and services SBC loans, SBA loans, residential mortgage loans, and to a lesser extent, MBS collateralized primarily by SBC loans, or other real estate-related investments. Our loans generally range in original principal amounts up to $35 million and are used by businesses to purchase real estate used in their operations or by investors seeking to acquire small multi-family, office, retail, mixed use or warehouse properties. Our originations and acquisition platforms consist of the following four operating segments:\n\u25cfAcquisitions. We acquire performing and non-performing SBC loans as part of our business strategy. We hold performing SBC loans to term, and we seek to maximize the value of the non-performing SBC loans acquired by us through borrower-based resolution strategies. We typically acquire non-performing loans at a discount to their unpaid principal balance (\u201cUPB\u201d) when we believe that resolution of the loans will provide attractive risk-adjusted returns. We also acquire purchased future receivables through our Knight Capital platform.\n\u25cfSBC Originations. We originate SBC loans secured by stabilized or transitional investor properties using multiple loan origination channels through our wholly-owned subsidiary, ReadyCap Commercial, LLC (\u201cReadyCap Commercial\u201d). These originated loans are generally held-for-investment or placed into securitization structures. Additionally, as part of this segment, we originate and service multi-family loan products under the Federal Home Loan Mortgage Corporation\u2019s Small Balance Loan Program (\u201cFreddie Mac\u201d and the \u201cFreddie Mac program\u201d). These originated loans are held for sale, then sold to Freddie Mac.\n\u25cfSBA Originations, Acquisitions and Servicing. We acquire, originate and service owner-occupied loans guaranteed by the SBA under its Section 7(a) loan program (the \u201cSBA Section 7(a) Program\u201d) through our wholly-owned subsidiary, ReadyCap Lending, LLC (\u201cReadyCap Lending\u201d). We hold an SBA license as one of only 14 non-bank Small Business Lending Companies (\u201cSBLCs\u201d) and have been granted preferred lender status by the SBA. These originated loans are either held-for-investment, placed into securitization structures, or sold.\n\u25cfResidential Mortgage Banking. We operate our residential mortgage loan origination segment through our wholly-owned subsidiary, GMFS, LLC (\"GMFS\"). GMFS originates residential mortgage loans eligible to be purchased, guaranteed or insured by the Federal National Mortgage Association (\u201cFannie Mae\u201d), Freddie Mac, Federal Housing Administration (\u201cFHA\u201d), U.S. Department ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1527590_2020.htm (CIK: 1527590, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00023", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nInvesting in our common stock involves a high degree of risk. You should carefully consider the following risk factors, as well as the other information in this Annual Report on Form 10-K, including our consolidated financial statements and the related notes and \"Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\" before deciding whether to invest in shares of our common stock. The occurrence of any of the events or developments described below, or of additional risks and uncertainties not presently known to us or that we currently deem immaterial, could materially and adversely affect our business, results of operations, cash flows, financial condition and growth prospects. In such an event, the market price of our common stock could decline and you could lose all or part of your investment.\nRisk Factors Summary\nOur business is subject to a number of risks and uncertainties, including those risks discussed at length below. These risks include, among others, the following:\n\u2022\nWe have a history of losses, and we are unable to predict the extent of any future losses or when, if ever, we will achieve profitability in the future.\n\u2022\nWe are unable to accurately predict the full extent to which the global COVID-19 pandemic may impact our business operations, financial performance, results of operations and stock price.\n\u2022\nWeakened global economic conditions may adversely affect our industry, business and financial results.\n\u2022\nOur quarterly operating results and other metrics are likely to vary significantly and be unpredictable, which could cause the trading price of our stock to decline.\n\u2022\nOur customers may fail to pay us in accordance with the terms of their agreements, necessitating action by us to compel payment.\n\u2022\nIf we are unable to maintain high subscription renewal rates, our future revenue and operating results will be harmed.\n\u2022\nIf we are unable to sell additional solutions to our customers, our future revenue and operating results will be harmed.\n\u2022\nIf our solutions fail or are perceived to fail to protect our customers from security breaches, our brand and reputation could be harmed, which could have a material adverse effect on our business and results of operations.\n\u2022\nIf our customers experience data losses and breaches via our products or solutions, our brand, reputation and business could be harmed.\n\u2022\nDefects or vulnerabilities in our solutions could harm our reputation, reduce the sales of our solutions and expose us to liability for losses.\n\u2022\nOur software, website, hosted and internal systems may be subject to intentional disruption or penetration from external attackers or insiders that could adversely impact our reputation and future sales.\n\u2022\nOur solutions may collect, filter and store customer data which may contain personal information, which raises privacy concerns and could result in us having liability or inhibit sales of our solutions.\n\u2022\nWe operate in a highly competitive environment with large, established competitors, and our competitors may gain market share in the markets for our solutions that could adversely affect our business and cause our revenue to decline.\n\u2022\nIf we do not effectively expand and train our sales force, we may be unable to add new customers or increase sales to our existing customers and our business will be harmed.\n\u2022\nOur sales cycle is long and unpredictable, and our sales efforts require considerable time and expense. As a result, our results are difficult to predict and may vary substantially from quarter to quarter, which may cause our operating results to fluctuate.\n\u2022\nBecause our long-term success depends, in part, on our ability to expand the sales of our platform to our customers located outside of the United States, our business will be increasingly susceptible to risks associated with international operations.\n\u2022\nConversion of our 2024 Notes may affect the price of our common stock and the value of the 2024 Notes.\n\u2022\nServicing", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1212458_2020.htm (CIK: 1212458, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00024", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\n(Tabular dollar amounts are in millions)\nThe information in Item 7 has been prepared pursuant to the reduced disclosure format permitted by General Instruction I to Form 10-K. Accordingly, this Item 7 includes only management\u2019s narrative analysis of the results of operations and certain supplemental information.\nOverview\nThe Company\u2019s business is conducted through both short- and long-term contracts with customers. Shorter-term contracts, both firm and interruptible, tend to have a greater impact on the volatility of revenues. Short-term and long-term contracts are affected by changes in market conditions and competition with other pipelines, changing supply sources and volatility in natural gas prices and basis differentials. Demand for natural gas transmission services on the Company\u2019s pipeline system is seasonal, with the highest throughput and a higher portion of annual total operating revenues occurring in the traditional winter heating season, which occurs during the first and fourth calendar quarters. Since the majority of the Company\u2019s revenues are related to firm capacity reservation charges, which customers pay whether they utilize their contracted capacity or not, volumes transported do not have as significant an impact on revenues over the short-term. However, longer-term demand for capacity may be affected by changes in the customers\u2019 actual and anticipated utilization of their contracted capacity and other factors. For additional information concerning the Company\u2019s related risk factors and the weighted average remaining lives of firm transportation and storage contracts, see \u201cItem 1A. Risk Factors\u201d and \u201cItem 1. Business,\u201d respectively.\nThe Company\u2019s regulated transportation and storage businesses can file (or be required to file) for changes in their rates, which are subject to approval by FERC. Although a significant portion of the Company\u2019s contracts are discounted or negotiated rate contracts, changes in rates and other tariff provisions resulting from regulatory proceedings have the potential to impact negatively the Company\u2019s results of operations and financial condition. For information related to the status of current rate filings, see \u201cItem 1. Business - Regulation.\u201d\nResults of Operations\n(1)Reservation revenues comprised 88% and 90% of total operating revenues for the years ended December 31, 2020 and 2019, respectively.\n(2)Includes transportation deliveries made throughout the Company\u2019s pipeline network.\nThe following is a discussion of the significant items and variances impacting the Company\u2019s net income during the periods presented above:\n\u2022Operating revenues. Operating revenues decreased for the year ended December 31, 2020 compared to the prior year primarily due to lower capacity sold and lower utilization of sold capacity.\n\u2022Operating and maintenance. Operating and maintenance expense decreased for the year ended December 31, 2020 compared to the prior year primarily due to lower employee costs and lower maintenance project costs.\n\u2022General and administrative. General and administrative expense increased for the year ended December 31, 2020 compared to the prior year due to an increase in overhead costs allocated by the parent company.\n\u2022Impairment losses. The Company recognized a goodwill impairment of $12 million in the year ended December 31, 2019 related to Southwest Gas, primarily due to decreases in projected future revenues and cash flows.\n\u2022Interest expense - related company. Interest expense - related company increased for the year ended December 31, 2020 compared to the prior year primarily due to higher average borrowings outstanding under a note payable issued from ETO.\n\u2022Income taxes. Income tax benefit decreased for the year ended December 31, 2020 compared to the prior year primarily due to the PEPL Restructuring transaction in July 2019. In connection with the restructuring, PEPL\u2019s tax sharing", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax benefit, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00025", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data\nThe following selected financial data should be read in conjunction with Part II, Item 7, \"Management's Discussion and Analysis of Financial Condition and Results of Operations,\" and the consolidated financial statements and related notes within this Annual Report on Form 10-K. The results for 2020 and 2017 include results of operations of Tekra and Conwed from the date of their acquisitions of March 13, 2020 and January 20, 2017, respectively. All dollar amounts are in millions except per share amounts, statistical data and ratios.\n(1) In March 2017, the FASB issued ASU 2017-07, \"Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost.\" The amendment requires an employer to report the service cost component in the same line item or line items as other compensation costs arising from services rendered by the pertinent employees during the\nperiod. The other components of net benefit cost are required to be presented in the income statement separately from the service cost component and outside a subtotal from operations. The Company adopted this ASU effective January 1, 2018, utilizing the retrospective transition approach upon adoption. The adoption of this guidance resulted in a reclassification of the components of net periodic pension cost, other than service cost, from Cost of products sold and General expense to Other income (expense), net, in the Consolidated Statements of Income. The reclassification of these costs affects only the EP segment, as there are no pension costs associated with the AMS segment. For the years ended December 31, 2017, and 2016, respectively, $3.6 million and $3.9 million in pension expense were reclassified from Operating profit to Other expense in the consolidated statement of income for the 2017 and 2016 comparative periods. The adoption of this guidance had no effect on Net income in the Consolidated Statements of Income and no effect on the other consolidated financial statements.\n(2) Earnings before interest, taxes, depreciation and amortization (\"EBITDA\") from Continuing Operations is a non-GAAP financial measure that is calculated by adding interest expense, income tax provision and depreciation and amortization expense to income from continuing operations. Adjusted EBITDA from Continuing Operations is a non-GAAP financial measure that is calculated by adding restructuring and impairment expense, Loss (income) from equity affiliates and Other expense (income), inventory write-down expense related to plant closure, and litigation related expenses, net to EBITDA from continuing operations. We caution investors that amounts presented in accordance with our definitions of EBITDA from Continuing Operations and Adjusted EBITDA from Continuing Operations may not be comparable to similar measures disclosed by our competitors, because not all companies and analysts calculate EBITDA from Continuing Operations and Adjusted EBITDA from Continuing Operations in the same manner. We present EBITDA from Continuing Operations and Adjusted EBITDA from Continuing Operations because we consider them to be important supplemental measures of our performance and believe they are frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industry. Reconciliations to income from continuing operations are as follows ($ in millions):\n(1) A total of $2.1 million, ($0.3) million, $1.4 million, ($2.0) million, and $1.7 million, primarily related to amortization of deferred debt issuance costs, amortization of bond discount, and amortization of gains from termination of interest rate swaps in 2020, 2019, 2018, 2017, and 2016, respectively, are excluded from the Depreciation and amortization in the table above. The deferred debt issuance costs, amortization of bond discount and amortization of gains from the termination of interest rate sw", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax provision. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00026", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures about Market Risk.\nWe invest our excess cash primarily in commercial paper, corporate debt securities, U.S. Government-sponsored enterprise securities and U.S. Treasury securities. Some of the financial instruments in which we invest subject us to market risk, in that a change in prevailing interest rates may cause the principal amount of the instrument to fluctuate. Other financial instruments in which we invest subject us to credit risk, in that the value of the instrument may fluctuate based on the issuer\u2019s ability to pay.\nThe primary objectives of our investment activities are to maintain liquidity and preserve principal while maximizing the income we receive from our financial instruments without significantly increasing risk. We have established guidelines regarding approved investments and maturities of investments, which are primarily designed to maintain liquidity and preserve principal.\nBecause of the short-term maturities of our financial instruments, we do not believe that an increase or decrease in market interest rates would have any significant impact on the realized value of our investment portfolio. If a 10% change in interest rates were to have occurred on December 31, 2020, this change would not have had a material effect on the fair value of our investment portfolio as of that date.\nOur operations are primarily located in the United States, and nearly all of our sales since inception have been made in U.S. dollars. With the exception of a portion of our sales in Canada, our sales outside of the United States are currently made to independent distributors under agreements denominated in U.S. dollars. Accordingly, we believe we do not currently have any material exposure to foreign currency rate fluctuations. As our business in markets outside of the United States increases, we may be exposed to foreign currency exchange risk. We believe this is currently limited to our operations in Canada, where fluctuations in the rate of exchange between the U.S. dollar and the Canadian dollar could adversely affect our financial results. In addition, from time to time, we may have foreign currency exchange risk related to existing assets and liabilities, committed transactions and forecasted future cash flows. In certain circumstances, we may seek to manage such foreign currency exchange risk by using derivative instruments such as foreign currency exchange forward contracts to hedge our risk. In general, we may hedge foreign currency exchange exposures up to 12 months in advance. However, we may choose not to hedge some exposures for a variety of reasons, including prohibitive economic costs.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1438133_2020.htm (CIK: 1438133, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00027", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION\nAND RESULTS OF OPERATIONS\n(Tabular dollar and unit amounts, except per unit data, are in millions)\nEnergy Transfer LP is a Delaware limited partnership whose common units are publicly traded on the NYSE under the ticker symbol \u201cET.\u201d\nThe following discussion of our historical consolidated financial condition and results of operations should be read in conjunction with our historical consolidated financial statements and accompanying notes thereto included in \u201cItem 8. Financial Statements and Supplementary Data\u201d of this report. This discussion includes forward-looking statements that are subject to risk and uncertainties. Actual results may differ substantially from the statements we make in this section due to a number of factors that are discussed in \u201cItem 1A. Risk Factors\u201d of this report.\nUnless the context requires otherwise, references to \u201cwe,\u201d \u201cus,\u201d \u201cour,\u201d the \u201cPartnership\u201d and \u201cET\u201d mean Energy Transfer LP and its consolidated subsidiaries, which include ETO, ETP GP, ETP LLC, Panhandle, Sunoco LP and Lake Charles LNG. References to the \u201cParent Company\u201d mean Energy Transfer LP on a stand-alone basis.\nOVERVIEW\nEnergy Transfer LP directly and indirectly owns equity interests in ETO, Sunoco LP and USAC, all of which are limited partnerships engaged in diversified energy-related services. Sunoco LP and USAC have publicly traded common units.\nWe control ETO through our ownership of its general partner.\nThe Parent Company\u2019s principal sources of cash flow are derived from its direct and indirect investments in the limited partner and general partner interests in ETO. ETO\u2019s earnings and cash flows are generated by its subsidiaries, including ETO\u2019s investments in Sunoco LP and USAC. The amount of cash that ETO, Sunoco LP and USAC distribute to their respective partners, including the Parent Company, each quarter is based on earnings from their respective business activities and the amount of available cash, as discussed below.\nIn order to fully understand the financial condition and results of operations of the Parent Company on a stand-alone basis, we have included discussions of Parent Company matters apart from those of our consolidated group.\nGeneral\nOur primary objective is to increase the level of our distributable cash flow to our Unitholders over time by pursuing a business strategy that is currently focused on growing our subsidiaries\u2019 natural gas and liquids businesses through, among other things, pursuing certain construction and expansion opportunities relating to our subsidiaries\u2019 existing infrastructure and acquiring certain strategic operations and businesses or assets. The actual amounts of cash that we will have available for distribution will primarily depend on the amount of cash our subsidiaries generate from their operations.\nOur reportable segments are as follows:\n\u2022intrastate transportation and storage;\n\u2022interstate transportation and storage;\n\u2022midstream;\n\u2022NGL and refined products transportation and services;\n\u2022crude oil transportation and services;\n\u2022investment in Sunoco LP;\n\u2022investment in USAC; and\n\u2022all other.\nRecent Developments\nCOVID-19\nIn 2020, the COVID-19 pandemic prompted several states and municipalities in which we operate to take extraordinary and wide-ranging actions to contain and combat the outbreak and spread of the virus, including mandates for many individuals to substantially restrict daily activities and for many businesses to curtail or cease normal operations. To the extent COVID-19 continues or worsens, governments may impose additional similar restrictions. As a provider of critical energy infrastructure, our business has been designated as a \u201ccritical infrastructure sector\u201d and our employees as \u201cessential critical infrastructure workers\u201d pursuant to the Department of Homeland Security Guidance on Essential Critical Infrastructure Workforce(s). To date, our field operations have continued uninterrupted, and remote work and o", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1276187_2020.htm (CIK: 1276187, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00028", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures about Market Risk\nWe are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1579823_2020.htm (CIK: 1579823, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00029", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND PLAN OF OPERATION\nThe following discussion contains forward-looking statements. Forward-looking statements give our current expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. They use of words such as \"anticipate\", \"estimate\", \"expect\", \"project\", \"intend\", \"plan\", \"believe\", and other words and terms of similar meaning in connection with any discussion of future operating or financial performance. From time to time, we also may provide forward-looking statements in other materials we release to the public.\nRecent Developments.\nOn July 21, 2017, the entire board of directors resigned, as directors and officers, after appointing the following directors and officers: Miaohong Hanson, director and chief executive officer; John C. Hanson, director and vice president, finance; Donghai Shi, director and executive vice president; Ronaldo Panida, director; Lili Fan, Secretary; and Ting Wang executive assistant. John Hanson, subsequently, resigned from all positions as of May 1, 2019.\nResults of Operations during the year ended July 31, 2020 as compared to the year ended July 31, 2019\nWe have not generated any revenues during the years ended July 31, 2020 and 2019. We have operating expenses related to general and administrative expenses being a public company and interest expenses. We recorded $50.00 of administrative costs, paid for by a related party, during the one month ended July 31, 2019 and net losses of $14,097 and $20,092 for the years ended July 31, 2020 and 2019.\nLiquidity and Capital Resources\nOn July 31, 2020 and July 31, 2019 we had $3,000 cash on hand and had a current liability payable to a related party of $54,176 and $40,079 respectively.\nDuring the year ended July 31, 2020 a related party paid $14,097 to third party vendors and $20,092 for the year ended July 31, 2019, plus $50 for the one month ended July 31, 2019, for the cost of administering the public company. We had a negative cash flow from operations of $14,097 and $20,092 during the years ended June 30, 2020 and 2019, respectively. We financed our negative cash flow from operations during the year ended July 31, 2020 and 2019 through advances of $14,097 and $20,092 made by the related party, who paid vendors directly.\nThe Company currently plans to satisfy its cash requirements for the next 12 months through borrowings from its majority shareholders or a related party and believes it can satisfy its cash requirements so long as it is able to obtain financing from its controlling shareholders. The Company expects that money borrowed will be used during the next 12 months to satisfy the Company's operating costs, professional fees and for general corporate purposes.\nThe Company has only limited capital. Additional financing is necessary for the Company to continue as a going concern. Our independent auditor has issued a qualified audit opinion for the years ended July 31, 2020 and 2019, with an explanatory paragraph on going concern.\nOff-Balance Sheet Arrangements\nAs of July 31, 2020 and 2019, we did not have any off-balance sheet arrangements as defined in Item 303(a) (4) (ii) of Regulation S-K promulgated under the Securities Act of 1934.\nContractual Obligations and Commitments\nAs of July 31, 2020 and 2019, we did not have any contractual obligations.\nCritical Accounting Policies\nOur significant accounting policies are described in the notes to our financial statements for the years ended July 31, 2020 and 2019, and are included elsewhere in this registration statement.\nITEM 7A.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1061164_2020.htm (CIK: 1061164, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00030", "source": "edgar", "source_license": "public_domain", "text": "Item 11.\nExecutive Compensation\nThe information required by this Item is incorporated by reference to the sections of our Proxy Statement under the headings \u201cCompensation Discussion and Analysis,\u201d \u201cExecutive Compensation,\u201d \u201cDirector Compensation,\u201d \u201cFiscal Year 2020 Director Compensation,\u201d \u201cCompensation Committee Interlocks and Insider Participation,\u201d and \u201cReport of the Compensation Committee of the Board of Directors.\u201d\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1122904_2020.htm (CIK: 1122904, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00031", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nOur market risk exposure on financial instruments includes interest rate risk on our bank credit facility, term loans and interest rate swap agreements and forward starting interest rate swap agreements. We are exposed to interest rate volatility on existing variable rate debt instruments and future incurrences of fixed or variable rate debt, which exposure primarily relates to movements in various interest rates. We use interest rate swaps and forward starting swaps to hedge our exposure to the impact of interest rate changes on existing debt and future debt issuances, respectively. All market risk sensitive instruments were entered into for purposes other than trading purposes. We do not attempt to hedge our exposure to interest rate risk for our cash equivalents.\nThe interest rates applied to borrowings under our credit facility adjust often and therefore react quickly to any movement in the general trend of market interest rates. We do not attempt to mitigate the effects of short-term interest rate fluctuations on our credit facility borrowings through the use of derivative financial instruments. There were no borrowings under our credit facility at December 31, 2020.\nAt December 31, 2020, we had seven interest rate swaps associated with $403.5 million of term loan debt. We use forward starting interest rate swap contracts to manage interest rate exposure in periods prior to the anticipated refinancing of existing term loan debt, and we had forward starting interest rate swap contracts designated as cash flow hedges with an aggregated notional amount of $607.5 million associated with anticipated future refinancing of term loan debt maturing December 2021 through January 2029. Our cash flow hedges are expected to be highly effective in achieving offsetting cash flows attributable to the hedged interest rate risk through the term of the hedge. See Note 11: Derivative Instruments in the Notes to Consolidated Financial Statements for additional information.\nQuantitative Information about Market Risks\nThe table below provides information about our long-term debt, weighted-average interest rates and interest rate swaps. For debt obligations, the table presents principal cash flows and related weighted-average interest rates by expected maturity dates. For interest rate swaps, the table presents notional amounts and weighted-average interest rates by expected (contractual) maturity dates. Notional amounts are used to calculate the contractual payments to be exchanged under the contract and weighted-average variable rates are based on implied forward rates in the yield curve. The table excludes our forward starting interest rate swaps.\nITEM 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1338749_2020.htm (CIK: 1338749, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00032", "source": "edgar", "source_license": "public_domain", "text": "Item 11.\nEXECUTIVE COMPENSATION\nThe information required under this Item is incorporated herein by reference to the information set forth in the Proxy Statement.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1746618_2020.htm (CIK: 1746618, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00033", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data\nWe are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information requested under this item.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1751299_2020.htm (CIK: 1751299, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00034", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk.\nWe are subject to financial market risks, including changes in interest rates. Changes in interest rates affect both our cost of funding and the valuation of our investment portfolio. Our risk management systems and procedures are designed to identify and analyze our risk, to set appropriate policies and limits and to continually monitor these risks and limits by means of reliable administrative and information systems and other policies and programs. In addition, U.S. and global capital markets and credit markets have experienced a higher level of stress due to the global COVID-19 pandemic, which has resulted in an increase in the level of volatility across such markets and a general decline in value of the securities held by us.\nIn the future, our investment income may also be affected by changes in various interest rates, including LIBOR and prime rates, to the extent of any debt investments that include floating interest rates. In connection with the COVID-19 pandemic, the U.S. Federal Reserve and other central banks have reduced certain interest rates and LIBOR has decreased. A prolonged reduction in interest rates will reduce our gross investment income and could result in a decrease in our net investment income if such decreases in LIBOR are not offset by a corresponding increase in the spread over LIBOR that we earn on any portfolio investments, a decrease in in our operating expenses, including with respect to our income incentive fee, or a decrease in the interest rate of our floating interest rate liabilities tied to LIBOR. As of December 31, 2020 and 2019, 22 and 17 portfolio companies\u2019 debt investments, respectively, bore interest at a variable rate, which represented $230.9 million and $181.3 million of our portfolio on a fair value basis, respectively, and the remainder of our debt portfolio was comprised entirely of fixed rate investments. Our pooled SBA debentures and our Public Notes bear interest at fixed rates. Our Credit Facility bears interest, at our election, at a rate per annum equal to (a) 3.00% (or 2.75% if certain conditions are satisfied, including if (x) no equity interests are included in the borrowing base, (y) the contribution to the borrowing base of eligible portfolio investments that are performing first lien bank loans is greater than or equal to 35%, and (z) the contribution to the borrowing base of eligible portfolio investments that are performing first lien bank loans, performing last out loans, or performing second lien loans is greater than or equal to 60%) plus the one, two, three or six month LIBOR rate, as applicable, or (b) 2.00% (or 1.75% if the above conditions are satisfied) plus the highest of (A) a prime rate, (B) the Federal Funds rate plus 0.5%, (C) three month LIBOR plus 1.0%, and (D) zero.\nBecause we currently borrow, and plan to borrow in the future, money to make investments, our net investment income is dependent upon the difference between the rate at which we borrow funds and the rate at which we invest the funds borrowed. Accordingly, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income. In periods of rising interest rates, our cost of funds would increase, which could reduce our net investment income if there is not a corresponding increase in interest income generated by our investment portfolio.\nThe following table shows the approximate annualized increase or decrease in the components of net investment income due to hypothetical base rate changes in interest rates, assuming no changes in our investments and borrowings as of December 31, 2020 (dollars in millions):\n(1) Certain of our variable rate debt investments have a LIBOR interest rate floor, which lessens the impact of decreases in interest rates .\n(2) Interest income calculated assuming three-month LIBOR rate as of December 31, 2020.\n(3) Includes ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1513363_2020.htm (CIK: 1513363, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00035", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operation\nThe following discussion should be read in conjunction with the attached financial statements and notes thereto. This Annual Report on Form 10-K, including the following sections, contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These statements are subject to risks and uncertainties that could cause actual results and events to differ materially from those expressed or implied by such forward-looking statements. For a detailed discussion of these risks and uncertainties, see Item 1A, \u201cRisk Factors\u201d of this Annual Report on Form 10-K. We caution the reader not to place undue reliance on these forward-looking statements, which reflect management\u2019s analysis only as of the date of this Annual Report on Form 10-K. We undertake no obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this Annual Report on Form 10-K. Throughout this discussion, unless the context specifies or implies otherwise, the terms \u201cZymeworks,\u201d \u201cwe,\u201d \u201cus,\u201d and \u201cour\u201d refer to Zymeworks Inc. and its subsidiary. For a discussion regarding our financial condition and results of operations for fiscal 2019 as compared to fiscal 2018 see Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31 2019, filed with the SEC on March 2, 2020.\nOverview\nZymeworks is a clinical-stage biopharmaceutical company dedicated to the development of next-generation multifunctional biotherapeutics. Our suite of complementary therapeutic platforms and our fully integrated drug development engine provide the flexibility and compatibility to precisely engineer and develop highly differentiated product candidates. These capabilities have resulted in multiple product candidates with the potential to drive positive outcomes in large underserved and unaddressed patient populations.\nOur goal is to leverage our next-generation therapeutic platforms and proprietary protein engineering capabilities to become a domain dominator in the discovery, development and commercialization of best-in-class multifunctional biotherapeutics for the treatment of cancer and other diseases with high unmet medical need.\nOur key priorities to achieve this goal are to:\n\u2022complete enrollment of zanidatamab pivotal trial in second-line HER2-amplified BTC;\n\u2022launch zanidatamab pivotal trial in first-line HER2-positive GEA and present supporting Phase 2 clinical data;\n\u2022present data to support zanidatamab breast cancer development strategy;\n\u2022advance ZW49 into and complete cohort expansion; and\n\u2022present data from new therapeutic programs and technology platforms.\nWe commenced operations in 2003 and have since devoted substantially all of our resources to research and development activities including developing our therapeutic platforms, identifying and developing potential product candidates and undertaking preclinical studies and clinical trials. Additionally, we have supported our research and development activities with general and administrative support, as well as by raising capital, conducting business planning and protecting our intellectual property. We have not generated any revenue from the sale of approved products to date and do not expect to do so until such time as we obtain regulatory approval and commercialize one or more of our product candidates. We cannot be certain of the timing or success of approval of our product candidates.\nSince our initial public offering (\u201cIPO\u201d) in 2017, we have funded our operations primarily through public offerings, including the issuance of pre-funded warrants, and payments received under our license and collaboration agreements. Payments received from our license and collaboration agreements include upfront fees, milestone payments, as well as research support and reimbursement payments. Prior to our IPO, we also received financing from priva", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1403752_2020.htm (CIK: 1403752, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00036", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. Selected Financial Data\nThe Securities and Exchange Commission enacted amendments, effective February 10, 2021, to modernize, simplify, and enhance certain financial disclosure requirements in Regulation S-K. The amendments are effective for fiscal years ending on or after August 31, 2021 and early adoption is permitted. Specifically, the requirement for Item 6, Selected Financial Data, has been eliminated. We have evaluated the impact of the final rule and early adopted the amendment. As a result, selected consolidated financial data disclosures have been removed.\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1463258_2020.htm (CIK: 1463258, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00037", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nSummary Compensation Table\nThe following table sets forth the compensation paid and accrued to be paid by the Company for the fiscal years 2020 and 2019 to the Company\u2019s Chief Executive Officer, Chief Financial Officer and Executive Chairman/Chief Legal Counsel\nSummary Compensation Table\nFootnotes:\n1.\nMr. Clough joined the Company on September 1, 2005. Effective September 13, 2007, Mr. Clough was appointed CEO/President of Orbital Energy Group and Chief Executive Officer of all wholly owned subsidiaries of the Company. Effective October 1, 2019 Mr. Clough stepped down as Chief Executive Officer and was appointed Executive Chairman and Chief Legal Officer.\n2.\nMr. Clough is employed under a three-year employment contract with the Company, which became effective May 14, 2019. Said contract provides, in relevant part, for salary in year 1 of $750 thousand, year 2 of $800 thousand and year 3 of $850 thousand. The employment agreement includes bonus provisions for each calendar year targeted at seventy-five percent of base salary to be based on performance objectives, goals and milestones for each calendar year including company performance. Bonuses are approved based on various performance-related factors and an evaluation of current performance and includes a discretionary bonus of up to twenty-five percent of salary based upon the reasonable judgment of the compensation committee. Employee has the ability to earn a larger bonus based on the performance criteria set forth and the reasonable judgment and discretion of the compensation committee. The agreement provides for up to $9,999 of annual premium life insurance expenses along with the ordinary benefits provided to employees of the Company. The agreement entitles Mr. Clough to severance package of 2.5 times the sum of annual base salary and target bonus along with eighteen months of medical coverage under the Company's medical plans.\n3.\nMr. Ford joined the Company May 15, 2008 and serves as Chief Financial Officer.\n4.\nMr. Ford is employed under a three-year employment contract with the Company, which became effective May 14, 2019. Said contract provides, in relevant part, for salary in year 1 of $500 thousand, year 2 of $550 thousand and year 3 of $600 thousand. The employment agreement includes bonus provisions for each calendar year targeted at seventy-five percent of base salary to be based on performance objectives, goals and milestones for each calendar year including company performance. Bonuses are approved based on various performance-related factors and an evaluation of current performance and includes a discretionary bonus of up to twenty-five percent of salary based upon the reasonable judgment of the compensation committee. Employee has the ability to earn a larger bonus based on the performance criteria set forth and the reasonable judgment and discretion of the compensation committee. The agreement provides for ordinary benefits provided to employees of the Company. The agreement entitles Mr. Ford to a severance package of 2.0 times the sum of annual base salary and target bonus along with eighteen months of medical coverage under the Company's medical plans.\n5.\nMr. O'Neil was appointed Director July 9, 2019 and was appointed Vice Chairman and Chief Executive Officer effective October 1, 2019.\n6.\nMr. O'Neil is employed under a three-year employment contract with the Company, which became effective October 1, 2019. Said contract provides, in relevant part, for salary in year 1 of $750 thousand, year 2 of $800 thousand and year 3 of $850 thousand. The employment agreement includes bonus provisions for each calendar year targeted at seventy-five percent of base salary to be based on performance objectives, goals and milestones for each calendar year including company performance. Bonuses are approved based on various performance-related factors and an evaluation of current performance and includes a discretionary bonus of up to twenty", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1108967_2020.htm (CIK: 1108967, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00038", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nMarket risk represents the risk of loss that may affect us due to adverse changes in financial market prices and rates.\nForeign currency exposure\nTranslation risk\nOur foreign operations\u2019 operating expenses are primarily denominated in foreign currencies. However, our international sales are also primarily denominated in foreign currencies, which partially offsets our foreign currency exposure.\nA hypothetical 10% strengthening in the U.S. dollar against other currencies would result in the following impact:\nRemeasurement risk\nWe experience fluctuations in transaction gains or losses from remeasurement of monetary assets and liabilities denominated in currencies other than the functional currency of the entities in which they are recorded.\nWe are primarily exposed to changes in foreign currency exchange rates associated with the Australian dollar, Euro, and U.S. dollar-denominated cash and cash equivalents, accounts receivable, unbilled receivables, and intercompany receivables and payables held by our U.K. subsidiary, a British pound functional entity.\nA hypothetical 10% strengthening in the British pound exchange rate against the Australian dollar, Euro, and U.S. dollar would result in the following impact:\nITEM 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1013857_2020.htm (CIK: 1013857, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00039", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk.\nAs a smaller reporting company, we are not required to provide the information required by this item.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1670349_2020.htm (CIK: 1670349, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00040", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nNot required under Regulation S-K for \u201csmaller reporting companies.\u201d\nITEM 8", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1413891_2020.htm (CIK: 1413891, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00041", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nAn investment in our Class A common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described below, together with all the other information in this Annual Report on Form 10-K, including \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d and the consolidated financial statements and the related notes. If any of the following risks actually occurs, our business, reputation, financial condition, results of operations, revenue, and future prospects could be seriously harmed. Unless otherwise indicated, references to our business being seriously harmed in these risk factors will include harm to our business, reputation, financial condition, results of operations, revenue, liquidity and future prospects.\nSUMMARY\nThe following summarizes key risks and uncertainties that could materially adversely affect us. You should read this summary together with the more detailed description of each risk factor contained below.\nRisks relating to our business and industry, including risks relating to:\n\u2022\nthe sustainability of our revenue growth rate and the impact of our revenue mix;\n\u2022\nthe sustainability of our culture of innovation, teamwork and communications;\n\u2022\nour ability to expand the usage of our software by existing customers;\n\u2022\nour ability to introduce our software to new customers;\n\u2022\nthe length of our sales cycle;\n\u2022\nour customers\u2019 ability and plans to spend on product design and development;\n\u2022\nour customers\u2019 software license renewal rates;\n\u2022\nthe impact that acquisitions of businesses and products may have upon us;\n\u2022\nthe impact of competition;\n\u2022\nthe strength of the markets into which we sell, including automotive and financial services;\n\u2022\nthe impact of COVID-19 and other global conditions outside our control;\n\u2022\nfluctuations in our quarterly results;\n\u2022\nfluctuations in foreign currency exchange rates;\n\u2022\nthe extent to which software vendors participate in our APA program;\n\u2022\nthe performance of our distributors and resellers;\n\u2022\nour ability to adapt to and lead technology changes;\n\u2022\nthe impact on profitability of our focus on growth and research & development;\n\u2022\nthe impact of any unanticipated departures by key employees;\n\u2022\nthe impact of our global presence;\n\u2022\nthe impact of any impairments of goodwill or intangible assets; and\n\u2022\nthe impact of any product liability claims or other legal proceedings.\nRisks relating to our intellectual property, including risks relating to:\n\u2022\nthe impact of potential defects or errors in our software;\n\u2022\nour ability to protect and enforce our technology and intellectual property rights;\n\u2022\nthe impact of intellectual property disputes;\n\u2022\nthe impact of any security breaches, computer malware, computer hacking attacks and other security incidents;\n\u2022\nany failure of software to work seamlessly with our customers\u2019 existing software;\n\u2022\nproduct liability claims that may arise as a result of our customers\u2019 use of our software or services;\n\u2022\nany failures by us to adequately train our customers regarding the use and benefits of our software; and\n\u2022\nour use of open source software and open source technology.\nRisks relating to legal or regulatory matters, including risks relating to:\n\u2022\nthe difficulties associated with complying with a wide range of complex regulations in a variety of jurisdictions and the impact of any non-compliance;\n\u2022\nthe impact of changes in laws, regulations, regulatory policies and regulatory practices and uncertainties resulting from potential changes, including potential tax law changes;\n\u2022\nthe impact of export and import controls on our ability to operate and compete in international markets;\n\u2022\nthe breadth of data privacy and anti-bribery laws and regulations;\n\u2022\nour ability to use our deferred tax assets in the United States; and\n\u2022\nthe impact of any challenges to our global tax methodology.\nRisks relating to ownership of our Class A Common Stock, including risks relating to:\n\u2022\nthe sustainability of an a", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: deferred tax, tax law. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00042", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nThe following information should be read in conjunction with \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d contained in Part II, Item 7 of this Annual Report on Form 10-K, the consolidated financial statements and related notes contained in Part II, Item 8 of this Annual Report on Form 10-K and the matters contained under the caption \u201cForward-Looking Statements\u201d at the beginning of this Annual Report on Form 10-K.\nThe following discussion of \u201crisk factors\u201d identifies the most significant risks or uncertainties that could (i) materially and adversely affect our business, financial condition, results of operations, liquidity or prospects, as well as the market value of our securities, or (ii) cause our actual results to differ materially from our anticipated results or other expectations. These risks are not the only risks that we face. Our business operations could also be affected by additional factors that apply to all companies operating in the U.S. and globally, as well as other risks that are not presently known to us or that we currently consider to be immaterial to our operations. These risks include:\nGeneral Risk Factors\nFrom time to time, we are subject to various claims, litigation and other proceedings that could ultimately be resolved against us, requiring material future cash payments or charges, which could impair our financial condition or results of operations.\nThe size, nature and complexity of our business make us susceptible to various claims, both in litigation and binding arbitration proceedings. We may in the future become subject to various claims, which, if not resolved within amounts we have accrued, could have a material adverse effect on our financial position, results of operations or cash flows. Similarly, any claims, even if fully indemnified or insured, could negatively impact our reputation among our customers and the public, and make it more difficult for us to compete effectively or obtain adequate insurance in the future.\nChanges in tax laws or tax rates, adverse positions taken by taxing authorities and tax audits could impact our operating results.\nWe are subject to the jurisdiction of a significant number of domestic and foreign taxing authorities. Changes in tax laws or tax rates, the resolution of tax assessments or audits by various tax authorities could impact our operating results. In addition, we may periodically restructure our legal entity organization. If taxing authorities were to disagree with our tax positions in connection with any such restructurings, our effective income tax rate could be impacted. The final determination of our income tax liabilities involves the interpretation of local tax laws, tax treaties and related authorities in each taxing jurisdiction, as well as the significant use of estimates and assumptions regarding future operations and results and the timing of income and expenses. We may be audited and receive tax assessments from taxing authorities that may result in assessment of additional taxes that are ultimately resolved with the authorities or through the courts. We believe these assessments may occasionally be based on erroneous and even arbitrary interpretations of local tax law. Resolution of any tax matter involves uncertainties and there are no assurances that the outcomes will be favorable. If U.S. or other foreign tax authorities change applicable tax laws, our overall taxes could increase, and our business, financial condition or results of operating may be adversely impacted.\nWe are affected by global economic factors and political events.\nOur financial results depend on demand for our services and products in the U.S. and the international markets in which we operate. Declining economic conditions, or negative perceptions about economic conditions, could result in a substantial decrease in demand for our services and products. World political events could also result in further ", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax rate, tax law. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00043", "source": "edgar", "source_license": "public_domain", "text": "Item 7A.Quantitative and Qualitative Disclosures About Market Risk\nThe Company is a smaller reporting company by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this item.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 89140_2020.htm (CIK: 89140, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00044", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. Financial Statements and Supplementary Data\nConsolidated Balance Sheets\nThe First Bancorp, Inc. and Subsidiary\nThe First Bancorp - 2020 Form 10-K - Page 54\nConsolidated Statements of Income and Comprehensive Income\nThe First Bancorp, Inc. and Subsidiary\nThe First Bancorp - 2020 Form 10-K - Page 55\nConsolidated Statements of Changes in Shareholders' Equity\nThe First Bancorp, Inc. and Subsidiary\nThe First Bancorp - 2020 Form 10-K - Page 56\nThe First Bancorp - 2020 Form 10-K - Page 57\nConsolidated Statements of Cash Flows\nThe First Bancorp, Inc. and Subsidiary\nThe First Bancorp - 2020 Form 10-K - Page 58\nThe accompanying notes are an integral part of these consolidated financial statements\nThe First Bancorp - 2020 Form 10-K - Page 59\nNotes to Consolidated Financial Statements\nNature of Operations\nThe First Bancorp, Inc. (the \"Company\") through its wholly-owned subsidiary, First National Bank (the \"Bank\"), provides a full range of banking services to individual and corporate customers from seventeen offices in coastal and eastern Maine. First National Wealth Management, a division of the Bank, provides investment management, private banking and financial planning services. On January 28, 2016, the Board of Directors voted to change the Bank's name to First National Bank from The First, N.A.\nNote 1. Summary of Significant Accounting Policies\nPrinciples of Consolidation\nThe consolidated financial statements include the accounts of the Company and the Bank. All intercompany accounts and transactions have been eliminated in consolidation.\nSubsequent Events\nEvents occurring subsequent to December 31, 2020 have been evaluated as to their potential impact on the financial statements.\nUse of Estimates in Preparation of Financial Statements\nIn preparing the financial statements in accordance with accounting principles generally accepted in the United States of America (\"GAAP\"), Management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the balance sheet and revenues and expenses for the reporting period. Actual results could differ significantly from those estimates. Material estimates that are particularly susceptible to significant change in the near-term relate to the determination of the allowance for loan losses, goodwill, the valuation of mortgage servicing rights, and other-than-temporary impairment of securities.\nInvestment Securities\nInvestment securities are classified as available for sale or held to maturity when purchased. There are no trading account securities. Securities available for sale consist primarily of debt securities which Management intends to hold for indefinite periods of time. They may be used as part of the Bank's funds management strategy, and may be sold in response to changes in interest rates or prepayment risk, changes in liquidity needs, or for other reasons. They are accounted for at fair value, with unrealized gains or losses adjusted through shareholders' equity, net of related income taxes. The cost basis is adjusted for the amortization of premiums and accretion of discounts, computed using the effective interest method over the securities' contractual lives. Securities to be held to maturity consist primarily of debt securities which Management has acquired solely for long-term investment purposes, rather than for purposes of trading or future sale. For securities to be held to maturity, Management has the intent and the Bank has the ability to hold such securities until their respective maturity dates. Such securities are carried at cost adjusted for the amortization of premiums and accretion of discounts, computed using the effective interest method over the securities' contractual lives. Investment securities transactions are accounted for on a settlement date basis; reported amounts would not be materially different from those accounted for on a trade date basi", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00045", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nINTEREST RATE RISK\nWe may be exposed to interest rate risk should we decide to invest in marketable securities. When we held marketable securities, we classified them as available-for-sale and were carried at fair value. Our investments historically consisted of money market funds, certificates of deposit, commercial paper, corporate bonds and government municipal bonds. Our investment policy specifies the types of eligible investments and minimum credit quality of our investments, as well as diversification and concentration limits which mitigate our risk. We do not use derivative financial instruments to hedge against interest rate risk because the majority of our investments mature in less than one year.\nWe are exposed to market risks related to fluctuations in interest rates on amounts borrowed under the Credit Facility. As of September 30, 2020, we had $48.1 million outstanding under our Term Loan and $15.0 million outstanding under our Revolving Loan. Prior to May 4, 2020, borrowings under the Credit Facility bore interest rates based on an underlying variable benchmark plus applicable margin based on our total leverage (\"ABR\"); this interest rate was reset quarterly. Effective May 4, 2020, borrowings under the Credit Facility bear a variable interest rate of LIBOR plus an applicable margin spread from 3.25% to 1.25%. The amount of the applicable margin spread is a function of our leverage ratio and is reset monthly. Based on the balance sheet position for both the Term Loan and Revolving Loan at September 30, 2020, the annualized effect of a 25 basis point change in interest rates would increase or decrease our interest expense by $0.3 million. For additional information, see Note 8 to our consolidated financial statements. For our Credit Facility, interest rate changes generally do not affect the fair value of the debt instruments, but do impact future earnings and cash flows, assuming other factors are held constant.\nFOREIGN CURRENCY RISK\nWe are exposed to foreign currency transaction risk associated with certain sales being denominated in Euros, British Pounds, Japanese Yen or Canadian Dollars and in certain cases, transactions in U.S. Dollars in our foreign entities. We are also exposed to foreign currency translation risk as the financial position and operating results of our foreign subsidiaries are translated into U.S. Dollars for consolidation. We manage our net asset or net liability position for non-functional currency accounts, primarily the U.S. dollar accounts in our foreign locations to reduce our foreign currency risk. In addition, as foreign currency rates fluctuate, we may from time to time, adjust the prices of our products, services and subscriptions. We have not implemented a formal hedging strategy.\nThe table below compares the average monthly exchange rates of the Euro, British Pound, Japanese Yen and Canadian Dollar:\nA 10.0% change from the 2020 average exchange rate for the Euro, British Pound, Yen and Canadian Dollar to the U.S. Dollar would have resulted in a 0.1% increase or decrease in fiscal 2020 annual revenue and a 0.9% increase or decrease in stockholders' equity at September 30, 2020. The above analysis does not take into consideration any pricing adjustments we may make in response to changes in the exchange rates.\nCREDIT RISK\nWe have some exposure to credit risk related to our accounts receivable portfolio. Exposure to credit risk is controlled through regular monitoring of customer financial status, credit limits and collaboration with sales management on customer contacts to facilitate payment.\nITEM 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 854775_2020.htm (CIK: 854775, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00046", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11.\nEXECUTIVE COMPENSATION\nThe information required by this Item 11 of Form 10-K will be included in our 2021 Proxy Statement and is incorporated herein by reference.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1318605_2020.htm (CIK: 1318605, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00047", "source": "edgar", "source_license": "public_domain", "text": "Item 11: Executive Compensation\nThe information required by this Item is incorporated by reference from the definitive proxy materials of the Company to be filed with the Securities and Exchange Commission in connection with the Company\u2019s 2021 annual meeting of shareholders, including, but not necessarily limited to, the section entitled \u201cExecutive Officers and Compensation.\u201d\nItem 12:", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 834285_2020.htm (CIK: 834285, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00048", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data\nThe selected consolidated financial data presented below is derived from the Company's consolidated financial statements and accompanying notes. This selected financial data should be read in conjunction with \u201cManagement's Discussion and Analysis of Financial Condition and Results of Operations\u201d and the consolidated financial statements and accompanying notes thereto included elsewhere in this report.\n(1)U.S. Tax Reform in December 2017 resulted in a reduction in the tax rate from 35% to 21% and may have a beneficial impact on the Company in the future. However, in fiscal year 2018, we incurred charges of $12.5 million due to a one time transitional tax on unremitted foreign earnings and of $222,000 to reduce the value of deferred tax assets due to the reduction in U.S. tax rates.\n\u200e\n(1)Effective September 1, 2019, we adopted the requirements of Accounting Standards Update (ASU) 2016-02, \"Leases (Topic 842)\" (ASC 842) using the modified retrospective approach, under which financial results reported in prior periods were not restated. As a result, the Total Assets as of August 31, 2020 is not comparable with that as of August 31, 2019, August 31, 2018, August 31, 2017, and August 31, 2016.\n(2)On February 6, 2020, January 30, 2019, January 24, 2018, February 1, 2017, and February 3, 2016 the Company declared cash dividends on its common stock.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: deferred tax, tax rate, tax reform. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00049", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nRecent Developments\nSee \"Part I. Item 1. Business-Recent Developments\u201d for important updates that occurred in our businesses for the year ended December 31, 2020.\nOutlook\nWe expect the following factors to impact our operating segments:\nPolyurethanes:\n\u25cf\nFirst quarter 2021 adjusted EBITDA projected to be slightly more than double first quarter 2020 results, including turnaround-related headwinds\n\u25cf\nPositive trends in construction (including spray polyurethane foam), automotive and elastomer markets\n\u25cf\nContinued strength in China, but lower margins in China component MDI and polymeric systems for first quarter 2021 compared to fourth quarter 2020\nPerformance Products:\n\u25cf\nFirst quarter 2021 adjusted EBITDA to be up approximately 10%-15% compared to first quarter 2020\n\u25cf\nImproving volumes in the Americas and Asia regions in first quarter 2021 compared to first quarter 2020\n\u25cf Positive volume trends across the portfolio from fourth quarter 2020 to first quarter 2021\nAdvanced Materials:\n\u25cf\nFirst quarter 2021 adjusted EBITDA to be up approximately 40% compared to fourth quarter 2020\n\u25cf\nImproving trends from fourth quarter 2020 to first quarter 2021 across all markets, including aerospace\n\u25cf\nSynergy capture from acquisitions on track\nTextile Effects:\n\u25cf\nFirst quarter 2021 adjusted EBITDA to be up slightly compared to first quarter 2020\n\u25cf\nFavorable trends in sustainable solutions\n\u25cf First quarter 2021 orders returning to 2019 levels\nIn 2020, our adjusted effective tax rate was 19%. For 2021, our adjusted effective tax rate is expected to be approximately 22% to 24%. For further information, see \u201c-Non-GAAP Financial Measures\u201d and \u201cNote 20. Income Taxes\u201d to our consolidated financial statements.\nHigher Insurance Costs in 2021\nDuring 2020, we saw a deterioration in insurance markets in which we participate, particularly for property and excess/umbrella liability insurance. Rates increased significantly for these coverages, terms and conditions were restricted and some insurers either reduced their available capital or stopped underwriting accounts in the chemical sector. As a result, our annual insurance expense will increase from $32 million in 2020 to $52 million in 2021. We customarily prepay our insurance expense and, accordingly, we prepaid our 2021 insurance expense in December 2020. This prepaid expense will be recognized ratably in our statements of operations in 2021.\nRefer to \u201cItem 1A. Risk Factors\u201d for a discussion of the factors that may impact our business, results of operations, financial condition or liquidity and \u201cForward-Looking Statements\u201d for a discussion of our use of forward-looking statements.\nReSULTS OF OPERATIONS\nFor each of our Company and Huntsman International, the following tables set forth our consolidated results of operations for the years ended December 31, 2020, 2019 and 2018 (dollars in millions, except per share amounts).\nHuntsman Corporation\nHuntsman International\nHuntsman Corporation\nNM-Not meaningful\n(1)\nSee \u201c-Non-GAAP Financial Measures.\u201d\n(2) Includes the gain on the sale of our Chemical Intermediates Businesses in 2020.\n(3)\nIncludes costs associated with transition activities relating to the acquisition of CVC Thermoset Specialties in 2020 and transition activities in 2018 relating to the transition of our Textile Effects segment\u2019s production from Basel, Switzerland to a tolling facility. These transition costs were included in either selling, general and administrative expenses or cost of sales on our consolidated statements of operations.\n(4)\nThe income tax impacts, if any, of each adjusting item represent a ratable allocation of the total difference between the unadjusted tax expense and the total adjusted tax expense, computed without consideration of any adjusting items using a with and without approach.\n(5)\nDuring the year ended December 31, 2019, we recorded $153 million of tax benefit relating to the outside ", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax expense, tax rate, tax benefit. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00050", "source": "edgar", "source_license": "public_domain", "text": "Item 7 Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\n(D)\nItem 7A", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1581374_2020.htm (CIK: 1581374, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00051", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nThis information appears following Item 15 of this Report and is included herein by reference.\nItem 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1831236_2020.htm (CIK: 1831236, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00052", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7.\nMANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nRESULTS OF OPERATIONS\nBusiness overview\nWe are a leading global producer and marketer of value-added TiO2. TiO2 is used for a variety of manufacturing applications, including plastics, paints, paper and other industrial and specialty products. During 2020, 46% of our sales volumes were sold into European markets. We believe we are the largest producer of TiO2 in Europe with an estimated 17% share of European TiO2 sales volumes in 2020. In addition, we estimate we have an 18% share of North American TiO2 sales volumes in 2020. Our production facilities are located in Europe and North America.\nWe consider TiO2 to be a \u201cquality of life\u201d product, with demand affected by gross domestic product, or GDP, and overall economic conditions in our markets located in various regions of the world. Over the long-term, we expect demand for TiO2 will grow by 2% to 3% per year, consistent with our expectations for the long-term growth in GDP. However, even if we and our competitors maintain consistent shares of the worldwide market, demand for TiO2 in any interim or annual period may not change in the same proportion as the change in GDP, in part due to relative changes in the TiO2 inventory levels of our customers. We believe our customers\u2019 inventory levels are influenced in part by their expectation for future changes in TiO2 selling prices as well as their expectation for future availability of product. Although certain of our TiO2 grades are considered specialty pigments, the majority of our grades and substantially all of our production are considered commodity pigment products with price and availability being the most significant competitive factors along with product quality, and customer and technical support services.\nThe factors having the most impact on our reported operating results are:\n\u2022\nTiO2 selling prices,\n\u2022\nOur TiO2 sales and production volumes,\n\u2022\nManufacturing costs, particularly raw materials such as third-party feedstock, maintenance and energy-related expenses, and\n\u2022\nCurrency exchange rates (particularly the exchange rate for the U.S. dollar relative to the euro, the Norwegian krone and the Canadian dollar and the euro relative to the Norwegian krone).\nOur key performance indicators are our TiO2 average selling prices, our level of TiO2 sales and production volumes and the cost of our third-party feedstock ore. TiO2 selling prices generally follow industry trends and selling prices will increase or decrease generally as a result of competitive market pressures.\nExecutive summary\nWe reported net income of $63.9 million, or $.55 per share, in 2020 compared to $87.1 million, or $.75 per share in 2019. We reported lower net income in 2020 as compared to 2019 primarily due to lower income from operations resulting from the effects of lower sales volumes, lower average TiO2 selling prices and higher raw materials and other production costs. Our results of operations for the year ended December 31, 2020 were significantly impacted by the COVID-19 pandemic, specifically through sharply reduced demand for certain of our products resulting from the rapid contraction across the global economy occurring in the second quarter, with demand continuing to strengthen throughout the second half of 2020.\nWe reported net income of $87.1 million, or $.75 per share, in 2019 compared to $205.0 million, or $1.77 per share for 2018. We reported lower net income in 2019 as compared to 2018 primarily due to lower income from operations resulting from the effects of lower average TiO2 selling prices and higher raw materials and other production costs partially offset by higher sales volumes.\nOur net income in 2020 includes the first quarter recognition of a pre-tax insurance settlement gain of $1.5 million ($1.2 million, or $.01 per share, net of income tax expense) related to a property damage claim.\nOur net income in 2019 includes:\n\u2022\nthe fourth quarter rec", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax expense, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00053", "source": "edgar", "source_license": "public_domain", "text": "Item 7.Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\nAs used in this Annual Report on Form 10-K, unless the context otherwise requires, the terms \u201cwe,\u201d \u201cus,\u201d \u201cour,\u201d and \u201cthe Trust\u201d refer to the FSP 303 East Wacker Drive Corp. Liquidating Trust. The use of \u201cEast Wacker\u201d refers to FSP 303 East Wacker Drive Corp., except where the context otherwise requires.\nThe following discussion should be read in conjunction with our condensed financial statements and notes appearing elsewhere in this Form 10-K. Such financial statements and information have been prepared to reflect our net assets in liquidation.\nForward-Looking Statements\nThis report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements represent our current expectations, assumptions, estimates and projections about the FSP 303 East Wacker Drive Corp. Liquidating Trust. These forward-looking statements include estimates of the net assets of the Trust, statements about the amount and timing of the payment of additional liquidating distributions and statements about the Trust\u2019s operating costs through termination of the Trust, which will vary with the length of time it operates. The forward-looking statements in this report are subject to a number of significant risks and uncertainties, and there can be no assurance that the expectations reflected in those statements will be realized or achieved. Such risks and uncertainties include, without limitation, the risk that the Trust may not be able to realize its current estimate of the net value of its assets; the risk that the Trust may have underestimated its obligations and liabilities, including without limitation, operating expenses incurred in connection with carrying out the Plan of Dissolution, liabilities and obligations of East Wacker or the Trust, discharge of any outstanding creditor claims, and the termination of the Trust. See Item 1A, \u201cRisk Factors\u201d for additional information regarding certain of these risks and uncertainties. In light of these risks, uncertainties and assumptions, readers are cautioned not to place undue reliance on such forward-looking statements. These forward-looking statements represent beliefs and assumptions only as of the date of this report. Except as required by applicable law, we do not intend to update or revise forward-looking statements contained in this report to reflect future events or circumstances.\nHistory\nEast Wacker is a Delaware corporation formed to purchase, own and operate a twenty-eight story Class \u201cA\u201d multi-tenant office tower containing approximately 860,000 rentable square feet of office and retail space and a 294-stall underground parking garage located in downtown Chicago, Illinois, which we refer to as the Property. East Wacker operated in a manner intended to qualify as a real estate investment trust, or REIT, for federal income tax purposes.\nEast Wacker was organized in December 2006 by FSP Investments LLC, a wholly-owned subsidiary of Franklin Street Properties Corp., which we refer to as Franklin Street (NYSE American: FSP). FSP Investments LLC acted as a real estate investment firm and broker/dealer with respect to (a) the organization of East Wacker, (b) the acquisition of the Property by East Wacker and (c) the sale of equity interests in East Wacker.\nEast Wacker purchased the Property from an unaffiliated third party for $167,000,000 on January 5, 2007.\nEast Wacker commenced operations in January 2007.\nFranklin Street held the sole share of East Wacker\u2019s common stock, $.01 par value per share, which we refer to as the Common Stock. Between February 2007 and December 2007, FSP Investments LLC completed the sale on a best efforts basis of 2,210 shares of East Wacker\u2019s preferred stock, $.01 par value per share, which we refer to as the Preferred Stock. East Wacker sold the", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1431766_2020.htm (CIK: 1431766, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00054", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nKIMBERLY-CLARK CORPORATION AND SUBSIDIARIES\nCONSOLIDATED INCOME STATEMENTS\nSee notes to the consolidated financial statements.\nKIMBERLY-CLARK CORPORATION AND SUBSIDIARIES\nCONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME\nSee notes to the consolidated financial statements.\nKIMBERLY-CLARK CORPORATION AND SUBSIDIARIES\nCONSOLIDATED BALANCE SHEETS\nSee notes to the consolidated financial statements.\nKIMBERLY-CLARK CORPORATION AND SUBSIDIARIES\nCONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY\nSee notes to the consolidated financial statements.\nKIMBERLY-CLARK CORPORATION AND SUBSIDIARIES\nCONSOLIDATED CASH FLOW STATEMENTS\nSee notes to the consolidated financial statements.\nKIMBERLY-CLARK CORPORATION AND SUBSIDIARIES\nNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS\nNote 1. Accounting Policies\nBasis of Presentation\nThe consolidated financial statements present the accounts of Kimberly-Clark Corporation and all subsidiaries in which it has a controlling financial interest as if they were a single economic entity in conformity with accounting principles generally accepted in the United States of America (\"GAAP\"). All intercompany transactions and accounts are eliminated in consolidation. The terms \"Corporation,\" \"Kimberly-Clark,\" \"we,\" \"our,\" and \"us\" refer to Kimberly-Clark Corporation and all subsidiaries in which it has a controlling financial interest. Dollar amounts are reported in millions, except per share dollar amounts, unless otherwise noted.\nUse of Estimates\nThe preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of net sales and expenses during the reporting periods. Actual results could differ from these estimates, and changes in these estimates are recorded when known. Estimates are used in accounting for, among other things, sales incentives and trade promotion allowances, employee postretirement benefits, and deferred income taxes and potential assessments.\nCash Equivalents\nCash equivalents are short-term investments with an original maturity date of three months or less.\nInventories and Distribution Costs\nMost U.S. inventories are valued at the lower of cost, using the Last-In, First-Out (\"LIFO\") method, or market. The balance of the U.S. inventories and inventories of consolidated operations outside the U.S. are valued at the lower of cost or net realizable value using either the First-In, First-Out (\"FIFO\") or weighted-average cost methods. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Distribution costs are classified as cost of products sold.\nProperty and Depreciation\nProperty, plant and equipment are stated at cost and are depreciated on the straight-line method. Buildings are depreciated over their estimated useful lives, primarily 40 years. Machinery and equipment are depreciated over their estimated useful lives, primarily ranging from 16 to 20 years. Purchases of computer software, including external costs and certain internal costs (including payroll and payroll-related costs of employees) directly associated with developing significant computer software applications for internal use, are capitalized. Computer software costs are amortized on the straight-line method over the estimated useful life of the software, which generally does not exceed 5 years.\nEstimated useful lives are periodically reviewed and, when warranted, changes are made to them. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. An impairment loss would be indicated when estimated undiscounted future cash flows from the use and eventual disposition of an asset group, which are identifiable and largely independent of the cash", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00055", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nOur business, financial condition, operating results and prospects could be materially and adversely affected by various risks and uncertainties that are described herein. In addition to the risks and uncertainties discussed elsewhere in this Annual Report on Form 10-K, you should carefully consider the risks and uncertainties described below. If any of these risks actually occur, our business, financial condition, operating results and prospects could be materially and adversely affected. In that event, the trading price of our common stock could decline.\nRisks related to our business\nIf we are unable to continue to enhance existing products and develop, manufacture and market new products that respond to consumer needs and preferences and achieve market acceptance, we may experience a decrease in demand for our products, and our business and financial results could suffer.\nOur growth strategy involves the continuous development of innovative performance-defining products. We may not be able to compete as effectively with our competitors, and ultimately satisfy the needs and preferences of our customers and the end users of our products, unless we can continue to enhance existing products and develop new, innovative products in the global markets in which we compete. In addition, we must continuously compete for not only end users who purchase our products through the dealers and distributors who are our customers, but also for the OEMs, which incorporate our products into their bikes and powered vehicles. These OEMs regularly evaluate our products against those of our competitors to determine if they are allowing the OEMs to achieve higher sales and market share on a cost-effective basis. Should one or more of our OEM customers determine that they could achieve overall better financial results by incorporating a competitor\u2019s new or existing product, they would likely do so, which could harm our business, financial condition or results of operations.\nProduct development requires significant financial, technological and other resources. While we expended approximately $31.8 million, $25.8 million and $20.2 million for our research and development efforts in 2019, 2018 and 2017, respectively, there can be no assurance that this level of investment in research and development will be sufficient in the future to maintain our competitive advantage in product innovation, which could cause our business, financial condition or results of operations to suffer.\nProduct improvements and new product introductions require significant planning, design, development and testing at the technological, product and manufacturing process levels, and we may experience unanticipated delays in our introduction of product improvements or new products. Our competitors\u2019 new products may beat our products to market, be more effective and/or less expensive than our products, obtain better market acceptance or render our products obsolete. Any new products that we develop may not receive market acceptance or otherwise generate any meaningful sales or profits for us relative to our expectations. In addition, one of our competitors could develop an unforeseen and entirely new product or technology that renders our products less desirable or obsolete, which could negatively affect our business, financial condition or results of operations.\nWe face intense competition in all product lines, including from some competitors that may have greater financial and marketing resources. Failure to compete effectively against competitors would negatively impact our business and operating results.\nThe industries in which we operate are highly competitive. We compete with a number of other manufacturers that produce and sell performance-defining products to OEMs and aftermarket dealers and distributors, including OEMs that produce their own lines of products for their own use. Our continued success depends on our ability to continue to compete effect", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1424929_2020.htm (CIK: 1424929, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00056", "source": "edgar", "source_license": "public_domain", "text": "Item 7A.\nQuantitative and Qualitative Disclosures About Market Risk\nThe following discussion about our market risk exposures involves forward-looking statements. Actual results could differ materially from those projected in the forward-looking statements.\nWe are exposed to the impact of both market price changes in bitcoin and foreign currency fluctuations.\nMarket Price Risk of Bitcoin. We have invested a significant portion of our cash in bitcoin and, as of December 31, 2020, we held approximately 70,469 bitcoins. The carrying value of our bitcoins as of December 31, 2020 was $1.054 billion, which reflects cumulative impairments of $70.7 million, on our Consolidated Balance Sheet. As discussed in Note 2, Summary of Significant Accounting Policies, to the Consolidated Financial Statements, we account for our bitcoin as indefinite-lived intangible assets, which are subject to impairment losses if the fair value of our bitcoin decreases below their carrying value at any time since their acquisition. Impairment losses cannot be recovered for any subsequent increase in fair value. For example, the market price of one bitcoin in our principal market ranged from $10,363.76 - $29,321.90 during the three months ended December 31, 2020, but the carrying value of each bitcoin we held at the end of the reporting period reflects the lowest price of one bitcoin quoted on the active exchange at any time since its acquisition. Therefore, negative swings in the market price of bitcoin could have a material impact on our earnings and on the carrying value of our digital assets. Positive swings in the market price of bitcoin are not reflected in the carrying value of our digital assets and impact earnings only when the bitcoin is sold at a gain. For the year ended December 31, 2020, we incurred impairment losses of $70.7 million on our bitcoin. As of February 8, 2021, at 4:00 p.m. EST, the market price of one bitcoin in our principal market was $44,219.06.\nForeign Currency Risk. We conduct a significant portion of our business in currencies other than the U.S. dollar, the currency in which we report our Consolidated Financial Statements. International revenues accounted for 41.9%, 43.7%, and 42.3% of our total revenues for the years ended December 31, 2020, 2019, and 2018, respectively. We anticipate that international revenues will continue to account for a significant portion of our total revenues. The functional currency of each of our foreign subsidiaries is generally the local currency.\nAssets and liabilities of our foreign subsidiaries are translated into U.S. dollars at exchange rates in effect as of the applicable Balance Sheet date and any resulting translation adjustments are included as an adjustment to stockholders\u2019 equity. Revenues and expenses generated from these subsidiaries are translated at average monthly exchange rates during the quarter in which the transactions occur. Gains and losses from transactions in local currencies are included in net income (loss).\nAs a result of transacting in multiple currencies and reporting our Consolidated Financial Statements in U.S. dollars, our operating results may be adversely impacted by currency exchange rate fluctuations in the future. The impact of foreign currency exchange rate fluctuations on current and comparable periods is described in the \u201cNon-GAAP Financial Measures\u201d section under \u201cItem 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\u201d\nWe cannot predict the effect of exchange rate fluctuations upon our future results. We attempt to minimize our foreign currency risk by converting our excess foreign currency held in foreign jurisdictions to U.S. dollar-denominated cash accounts.\nAs of December 31, 2020, a 10% adverse change in foreign currency exchange rates versus the U.S. dollar would have decreased our aggregate reported cash and cash equivalents and short-term investments by 3.9%. If average exchange rates during the year ended Decem", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1050446_2020.htm (CIK: 1050446, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00057", "source": "edgar", "source_license": "public_domain", "text": "Item 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nOverview\nHill-Rom Holdings, Inc. (\u201cwe,\u201d \u201cus,\u201d or \u201cour\u201d) is a global medical technology leader whose approximately 10,000 employees have a single purpose: enhancing outcomes for patients and their caregivers by Advancing Connected Care\u2122. Around the world, our innovations touch over 7 million patients each day. Our products and services help enable earlier diagnosis and treatment, optimize surgical efficiency and accelerate patient recovery while simplifying clinical communication and shifting care closer to home. We make these outcomes possible through connected smart beds, patient lifts, patient assessment and monitoring technologies, caregiver collaboration tools, respiratory health devices, advanced equipment for the surgical space and more, delivering actionable, real-time insights at the point of care.\nIndustry Trends\nThe unprecedented COVID-19 global pandemic placed significant pressure on health care providers globally. Not only did health systems manage the real and anticipated influx of infectious patients through emergent response, they were required to address a variety of factors including ensuring appropriate critical care capacity, facilitating supply chain needs for personal protective equipment (\u201cPPE\u201d) and high demand medical devices and addressing ongoing staffing challenges. The resulting focus on COVID-19 patients resulted in mandates to reduce elective surgeries, effectively reducing a key health system revenue source, placing financial pressure on providers. We expect consumers to continue to be wary about visiting healthcare facilities, driving continued demand for telehealth and care in lower acuity settings.\nWe see the pandemic representing a force which has and will continue to accelerate several global health care trends:\nTelehealth and Remote Care. COVID-19 essentially accelerated the need and greater acceptance of virtual care. Although available for some time, the adoption of telehealth virtual visits has gained wide acceptance from patients, providers and more importantly payers. We see this trend continuing and the environment is ripe for continued growth. Additionally, with shortages of physician specialties, telemedicine (i.e., eICU) within the walls of the hospitals will also increase due to the need for access and the desire for lower cost care.\nDigital Transformation. Connected care cannot only take place through virtual means, but also through the digital transformation of connected devices and decision support tools. Providers will utilize communication tools, sensors, wearables, artificial intelligence and predictive analytics to generate meaningful and real-time information about patients to maximize clinical insights, improve workflow, enable earlier intervention and enhance the patient\u2019s experience.\nLower Cost Care Settings. Growing pressure on health care costs are resulting in a continued migration of care from the acute care hospital into lower cost care settings. We believe that this trend increases the demand for more solutions to care for these patients, many of whom are medically complex, in lower acuity settings such as ambulatory surgery centers, outpatient centers and the home. Opportunities include improved medical technologies, remote monitoring, communication solutions and information technologies.\nProvider Consolidation. The financial pressures experienced via COVID-19 place an even greater chasm between providers that can weather hardship and those that cannot. We expect economic considerations, competition and other factors will lead to ongoing consolidation of customers.\nEconomic and Clinical Value. The overriding importance of improved quality of care metrics will maintain the focus on improving outcomes related to pressure injuries, patient falls, patient deterioration and sepsis. Hospitals may experience reduced reimbursement for hospital-acquired adverse events, creating a ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 47518_2020.htm (CIK: 47518, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00058", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected financial data\nThe selected financial data set forth below should be read together with our financial statements and the related notes to those statements, as well as the section of this Annual Report on Form 10-K titled \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\u201d The statements of operations data for the years ended January 31, 2020, 2019 and 2018 and the balance sheet data as of January 31, 2020 and 2019 have been derived from our audited financial statements included elsewhere in this Annual Report on Form 10-K. In the opinion of management, the financial data reflects all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the financial information in those statements. Our historical results are not necessarily indicative of results that may be expected in the future.\n(1)See Note 14 to our financial statements for details on the calculation of basic and diluted net loss per share attributable to common stockholders.\n(2)Adjusted EBITDA is a non-GAAP financial measure. See \"Management's Discussion and Analysis of Financial Condition and Results of Operations - Non-GAAP Financial Measures - Adjusted EBITDA \" for our definition of Adjusted EBITDA.\n(3)Includes stock-based compensation expense as shown below.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1412408_2020.htm (CIK: 1412408, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00059", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nManagement\u2019s Report on Internal Control over Financial Reporting\nManagement is responsible for establishing and maintaining an adequate system of internal control over financial reporting of the Company. This system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with United States generally accepted accounting principles.\nOur internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company\u2019s assets that could have a material effect on the financial statements.\nBecause of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.\nManagement conducted an evaluation of the effectiveness of the system of internal control over financial reporting as of December 31, 2020. In making this evaluation, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-2013 Integrated Framework. Based on management\u2019s evaluation and those criteria, management concluded that the Company\u2019s system of internal control over financial reporting was effective as of December 31, 2020.\nManagement\u2019s internal control over financial reporting as of December 31, 2020 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report appearing on the following page, in which they expressed an unqualified opinion thereon.\n/S/ MICHAEL T. SPEETZEN\nMichael T. Speetzen\nInterim Chief Executive Officer\n/S/ ROBERT P. MACK\nRobert P. Mack\nInterim Chief Financial Officer\nFebruary 16, 2021\nFurther discussion of our internal controls and procedures is included in Item 9A of this report, under the caption \u201cControls and Procedures.\u201d\nReport of Independent Registered Public Accounting Firm\nTo the Shareholders and the Board of Directors of\nPolaris Inc.\nOpinion on Internal Control over Financial Reporting\nWe have audited Polaris Inc.\u2019s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Polaris Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on the COSO criteria.\nWe also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2020 and 2019, the related consolidated statements of income, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2020, and the related notes and the financial statement schedule listed in the Index at Item 15(a), and our report dated February 16, 2021 expressed an unqualified opinion thereon.\nBasis for Opinion\nThe Company\u2019s management", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 931015_2020.htm (CIK: 931015, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00060", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11 - EXECUTIVE COMPENSATION\nThe Company hereby incorporates by reference the information contained under the headings \u201cCompensation Discussion and Analysis,\u201d \u201cCompensation Committee Report,\u201d \u201cExecutive Compensation Tables\u201d and \u201cCorporate Governance-Director Compensation\u201d from its definitive Proxy Statement to be delivered to the stockholders of the Company and filed with the SEC within 120 days after the end of the fiscal year covered by this Annual Report in connection with the 2021 Annual Meeting of Stockholders to be held May 11, 2021.\nITEM 12", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 879526_2020.htm (CIK: 879526, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00061", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nFinancial statements required by this item appear with an Index to Financial Statements and Schedules, starting on page of this Report.\nITEM 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1300485_2020.htm (CIK: 1300485, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00062", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF\nOPERATIONS\nThe following discussion should be read in conjunction with the consolidated financial statements as of December 26, 2020 and December 28, 2019 and for each of the three years in the period ended December 26, 2020 and related notes, which are included in this Annual Report on Form 10-K as well as with the other sections of this Annual Report on Form 10-K, including \u201cPart I, Item 1: Business,\u201d \u201cPart II, Item 6: Selected Financial Data\u201d and \u201cPart II, Item 8: Financial Statements and Supplementary Data.\u201d\nIntroduction\nIn this section, we will describe the general financial condition and the results of operations of Advanced Micro Devices, Inc. and its wholly-owned subsidiaries (collectively, \u201cus,\u201d \u201cour\u201d or \u201cAMD\u201d), including a discussion of our results of operations for 2020 compared to 2019, an analysis of changes in our financial condition and a discussion of our contractual obligations and off-balance sheet arrangements. Discussions of 2018 items and year-to-year comparisons between 2019 and 2018 that are not included in this Form 10-K can be found in \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 28, 2019.\nOverview\nDuring 2020, we continued to build on our technical, operational and financial foundation to drive our long-term growth strategy. We delivered strong financial results and further extended our industry-leading product portfolio despite the backdrop of the COVID-19 pandemic. Net revenue for 2020 was $9.8 billion, an increase of 45% compared to 2019 net revenue of $6.7 billion. Gross margin, as a percentage of net revenue for 2020, was 45%, compared to 43% in 2019. Our operating income for 2020 improved to $1.4 billion compared to operating income of $631 million for 2019. Our net income for 2020 improved to $2.5 billion compared to $341 million in the prior year. We recognized a $1.3 billion income tax benefit upon the release of a portion of the valuation allowance on deferred tax assets. We made significant progress towards improving our balance sheet in 2020. Cash, cash equivalents and short-term investments as of December 26, 2020 were $2.3 billion, compared to $1.5 billion at the end of 2019. The aggregate principal amount of total debt as of December 26, 2020 was $338 million, compared to $563 million as of December 28, 2019.\nDuring 2020, we consistently executed our product roadmap and launched multiple products in leading-edge manufacturing technologies. We introduced a number of 7 nanometer (nm) products during the year, including new additions to our 3rd Gen AMD Ryzen\u2122 desktop processor family, the AMD Ryzen 3 3100 and AMD Ryzen 3 3300X for the mainstream market, and the AMD Ryzen 9 3900XT, AMD Ryzen 7 3800XT and AMD Ryzen 5 3600XT processors for the enthusiast market. In July 2020, we introduced the AMD Ryzen Threadripper\u2122 PRO Processor family designed for professional workstations from OEMs to system integrators and AMD Ryzen 4000 Series desktop processors with Radeon\u2122 graphics for consumers, gamers, streamers and creators. We also introduced AMD Athlon\u2122 3000 Series desktop processors using the same Zen core architecture and built-in Radeon graphics as the AMD Ryzen desktop processor family. Also, the AMD Ryzen PRO 4000 series and AMD Athlon PRO 3000 series desktop processors were introduced for the commercial market. In October 2020, we introduced the AMD Ryzen 5000 Series desktop processor family powered by \u201cZen 3\u201d core architecture. We also expanded our notebook products in 2020. In May 2020, we announced the global availability of the AMD Ryzen\u2122 PRO 4000 Series Mobile family for commercial notebooks built with enterprise-grade AMD PRO technologies, which deliver a set of security and manageability features for Enterprise IT deployments. Also, we announced the AMD Ryzen 3000 C-Series ", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, deferred tax, tax benefit. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00063", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures about Market Risk.\nWe are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 932021_2020.htm (CIK: 932021, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00064", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nTo the Board of Directors and\nStockholders of OBITX, Inc.\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheets of OBITX, Inc. (the Company) as of January 31, 2020 and 2019, and the related consolidated statement of operations, shareholder\u2019 equity (deficit), and cash flow for the years ended January 31, 2020 and 2019, and the related notes (collectively referred to as the financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of January 31, 2020 and 2019, and the results of its operations and its cash flows for the years ended January 31, 2020 and 2019, in conformity with accounting principles generally accepted in the United States of America.\nBasis for Opinion\nThese consolidated financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company\u2019s internal control over financial reporting. Accordingly, we express no such opinion.\nOur audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.\nThe accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the Company suffered a net loss from operations and has a net capital deficiency, which raises substantial doubt about its ability to continue as a going concern. Management's plans regarding those matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.\n/s/ M&K CPAS, PLLC\nWe have served as the Company\u2019s auditor since 2019.\nHouston, TX\nJune 2, 2020\nOBITX, INC.\nNotes to Condensed Consolidated Financial Statements\nNote 1. Organization and Basis of Presentation\nThe accompanying audited financial statements of OBITX, Inc., (the \u201cCompany\u201d, \u201cwe\u201d, \u201cour\u201d), have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (\u201cSEC\u201d).\nBasis of Presentation\nThe accompanying consolidated financial statements include the accounts of the Company and its subsidiaries and have been prepared in accordance with U.S. generally accept", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1730869_2020.htm (CIK: 1730869, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00065", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nIntroduction\nThe Company currently owns and operates seven Craft Pizza & Pub locations and one non-traditional location in a hospital. The Company uses the Company-operated Craft Pizza & Pub locations as a base to support the franchising of that concept. Craft Pizza & Pub is designed to have a fun, pleasant atmosphere serving pizza and other related menu items, all made fresh using fresh ingredients in the view of the customers for inside dining and offers Pizza Valet service for a quick, easy and fun way to provide carry-out for those customers who want to dine elsewhere. These units operate under the trade name \u201cNoble Roman\u2019s Craft Pizza & Pub\u201d.\nThe Company also sells and services franchises and licenses for non-traditional foodservice operations under the trade names \u201cNoble Roman\u2019s Pizza\" and \u201cNoble Roman\u2019s Take-N-Bake.\u201d The non-traditional concepts\u2019 hallmarks include high quality pizza along with other related menu items, simple operating systems, fast service times, labor-minimizing operations, attractive food costs and overall affordability.\nThere were 3,064 franchised/licensed or Company-owned outlets in operation on December 31, 2020 and\n3,064 on December 31, 2019. During 2020, 22 new franchised/licensed were opened and 22 franchised outlets left the system. Grocery stores are accustomed to adding products for a period of time, removing them for a period of time and possibly re-offering them. Therefore, it is unknown how many grocery store licenses, out of the total count of 2,402, have left the system.\nAs discussed in Note 1 to the Company\u2019s consolidated financial statements, the Company uses significant estimates in evaluating its assets including such items as accounts receivable from franchisees to reflect the actual amount that may be collected from those receivables. To arrive at these estimates the Company utilized multiple means of analysis, including management\u2019s own analysis and informed assessment of individual accounts. Based on this approach, in 2018 the Company permanently wrote off $1.3 million and created an additional reserve for possible non-collections of $2.8 million. Also, based on this approach and with particular consideration of the potential impact of the COVID-19 pandemic, as discussed under Risk Factors, may have on the economic stability of the former franchisees who have unpaid obligations to the Company it was decided to take an additional reserve of $1.3 million for possible non-collections. In 2020, in light of the additional uncertainty created as a result of the COVID-19 pandemic, the Company decided to create a reserve for uncollectability on all long-term franchisee receivables. The Company will continue to pursue collection where circumstances are appropriate and all collections of these receivables in the future will result in additional income at the time received. At December 31, 2018, 2019 and 2020, the Company reported net accounts receivable from franchisees of $4.4 million, $4.0 million and none, respectively, each of which were net of allowances, to reflect the amount the Company expects to realize for the franchisee receivables.\nThe Company, at December 31, 2019 and December 31, 2020, had deferred tax assets on its balance sheet totaling $3.9 million and $3.1 million, respectively, after reducing the carrying value in 2019 by $400,000, and in 2020 by $668,000, respectively, based on the Company\u2019s review of its available tax credits, 2020 tax expense and its adjusted taxable income. The Company believes it is more likely than not that the remaining deferred tax assets will be utilized prior to their expiration.\nFinancial Summary\nThe preparation of the consolidated financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: tax expense, deferred tax, tax credit. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00066", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nOur consolidated financial statements as of and for the years ended December 31, 2020 and 2019 are presented in a separate section of this report following Item 14 and begin with the index on page.\nITEM 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 880242_2020.htm (CIK: 880242, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00067", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nReference is made to the registrant's definitive proxy statement, which will be filed with the Securities and Exchange Commission within 120 days after December 31, 2020, and which is incorporated herein by reference.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 11544_2020.htm (CIK: 11544, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00068", "source": "edgar", "source_license": "public_domain", "text": "Item 6. SELECTED FINANCIAL DATA (in thousands, except per share data)\nThe table below provides selected historical financial data, which should be read in conjunction with \"Management's Discussion and Analysis of Financial Condition and Results of Operations\" and the Consolidated Financial Statements and the Notes to the Consolidated Financial Statements, which are included in Part II, Items 7 and 8 in this Form 10-K. The statement of operations data for the fiscal years ended May 2, 2020, April 27, 2019 and April 28, 2018 and the balance sheet data at May 2, 2020 and April 27, 2019 are derived from, and are qualified by reference to, the audited Consolidated Financial Statements included elsewhere in this Form 10-K. The statement of operations data for the fiscal years ended April 29, 2017 and April 30, 2016 and the balance sheet data at April 28, 2018, April 29, 2017 and April 30, 2016 are derived from audited financial statements that are not included in this Form 10-K.\n(1) Fiscal year 2020 consisted of 53 weeks. Each of the other fiscal years presented consisted of 52 weeks.\n(2) Includes approximately $4.9 million of additional costs for tariffs during fiscal 2020 and $6.3 million of additional costs for price changes and tariffs during fiscal 2019.\n(3) Includes the net assets acquired of AJT Systems, Inc. See \"Note 5. Business Combination\" of the Notes to our Consolidated Financial Statements included in this Form 10-K for further information.\n(4) Includes the release of $2.7 million in unrecognized tax benefits related to the lapse of a statute of limitations and the release of $0.5 million for a valuation allowance reversal related to foreign net operating loss carryforwards. See \"Note 15. Income Taxes\" of the Notes to our Consolidated Financial Statements included in this Form 10-K for further information.\n(5) Includes the sale of our non-digital division assets. See \"Note 6. Sale of Non-Digital Division Assets\" of the Notes to our Consolidated Financial Statements included in this Form 10-K for further information.\n(6) Includes the effects of the U.S. Tax Cuts and Jobs Act, which impacted our deferred tax asset valuation and increased tax expense. See \"Note 15. Income Taxes\" of the Notes to our Consolidated Financial Statements included in this Form 10-K for further information.\n(7) Includes a $0.8 million impairment loss on intangible assets. See \"Note 5. Goodwill and Intangible Assets\" of the Notes to our Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended April 29, 2017 for further information.\n(8) Includes an additional warranty charge in our OOH product application in fiscal years 2019, 2018, 2017, and 2016 of $2.4 million, $4.5 million, $1.8 million, and $9.2 million, respectively. See \"Note 19. Commitments and Contingencies\" of the Notes to our Consolidated Financial Statements included in this Form 10-K for further information.\n(9) Includes the acquisition of ADFLOW Networks, Inc. in March 2016. See \"Note 4. Business Combinations\" of the Notes to our Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended April 30, 2016 for further information.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax expense, deferred tax, tax benefit. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00069", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION.\nThe following is a summary of the compensation we paid for each of the last two years ended December 31, 2020 and 2019, respectively (i) to the persons who acted as our principal executive officer during our fiscal year ended December 31, 2020 and (ii) to the person who acted as our next most highly compensated executive officer other than our principal executive officer who was serving as an executive officer as of the end of our last fiscal year.\nOUTSTANDING EQUITY AWARDS\nGrants of Plan-Based Awards\n(1) As of December 31, 2020.\nWarrants Issued to Management\nEmployment Agreements\nEffective January 2, 2014, the Company entered into: amended employment agreements with Peter Zachariou and David Cantor to serve as the Company\u2019s Chief Executive Officer and President respectively; and an employment agreement with Adrian Liddell to serve as the Company\u2019s Chief Financial Officer. Each agreement continues for a period of twelve months and is then automatically extended unless terminated by either party. The agreements provided for no monthly compensation to be payable, but a deferred compensation payable of $110,000 for each individual, subject to certain conditions and milestones being met. The compensation was payable in cash or Restricted Shares of the Company\u2019s Common Stock. In March 2017 the Company amended the employment agreement such that no compensation would be payable under the agreements. The same level of compensation would instead be payable to Fountainhead under an amended consulting agreement. These changes had no financial impact on the Company but streamlines the shareholding structure.\nCompensation of Directors\nDuring the period January 1, 2020 through December 31, 2020, we granted Steven Girgenti, and Lowell Rush a total of 133,333 each shares and we granted our former director Oscar Bronsther 66,667 shares of the Company\u2019s Common Stock for their service to the Board of Directors under the Company\u2019s Deferred Compensation Plan. Under this Plan, the directors may defer their director\u2019s compensation to the January 15th following the termination of their service as a director. All of the above-mentioned Stock was granted under the Plan. Mr. Girgenti and Mr. Rush are entitled to receive $7,000 in cash or stock at the option of the company per quarter. No other directors of the Company receive compensation for their service to the Company other than as disclosed under Employment Agreements above.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1424768_2020.htm (CIK: 1424768, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00070", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data\n(1)\nWe evaluate the performance of our segments based on segment operating income, which is operating income after allocated overhead expenses (excluding significant non-recurring charges or credits), plus equity in the pretax earnings of unconsolidated affiliates. Segment operating income is a non-GAAP measure. See Note 17 to the consolidated financial statements in Item 8 of this Annual Report for information on reportable operating segments.\n(2)\nWe hold less than a 100% financial interest in certain consolidated subsidiaries, and a portion of net income is attributable to the noncontrolling interests in those subsidiaries.\n(3)\nIn December 2016 and January 2017, all outstanding shares of the Company's Series B 6.75% Convertible Perpetual Preferred Stock were converted for common stock or for cash, and none were outstanding during fiscal years 2018 to 2020.\nSignificant items included in the operating results in the above table are as follows:\n\u2022\nFiscal Year 2020 - $7.5 million of restructuring and impairment costs, primarily related to our tobacco operations in North Carolina and Africa. The restructuring and impairment costs included employee termination benefits, as well as impairment charges related to certain property, plant, equipment, and noncurrent assets.The restructuring and impairment costs reduced net income by $6.3 million, or $0.25 per diluted share. We incurred $4.7 million of non-tax deductible transaction costs associated with the acquisition of FruitSmart that reduced diluted earnings per share by $0.19. We recognized a $2.7 million expense in cost of goods sold relating to the expensing of a fair value adjustment to inventory associated with the initial acquisition accounting for FruitSmart, that reduced net income by $2.1 million, or $0.08 per diluted share. Additionally, income tax expense included $2.8 million for the settlement of an income tax matter related\nto a foreign subsidiary that reduced diluted earnings per share by $0.11. On a combined basis, the net effect of these items decreased net income by $15.9 million, or $0.63 per diluted share.\n\u2022\nFiscal Year 2019 - $20.3 million of restructuring and impairment costs, primarily related to our operations in Tanzania. The restructuring and impairment costs included employee termination benefits, as well as impairment charges related to certain property, plant, equipment, and goodwill. The restructuring and impairment costs reduced net income by $16.5 million, or $0.64 per diluted share. In addition, we benefited from a $7.8 million reduction in income tax expense for the reversal of amounts previously recorded for dividend withholding taxes on distributed and undistributed retained earnings of a foreign subsidiary following the resolution of uncertainties with the local country taxing authorities with respect to the inclusion of the tax under a tax holiday applicable to the subsidiary. The reduction of income tax expense increased diluted earnings per share by $0.30. On a combined basis, the net effect of these items decreased net income by $8.7 million, or $0.34 per diluted share.\n\u2022\nFiscal Year 2018 - a $4.5 million reduction of income tax expense from the enactment of the Tax Cuts and Jobs Act in December 2017. The reduction in income tax expense increased diluted earnings per share by $0.18.\n\u2022\nFiscal Year 2017 - $4.4 million of restructuring and impairment costs, primarily related to our decision to close our tobacco processing facility in Hungary. We are now processing tobaccos sourced from Hungary in our facilities in Italy. The restructuring and impairment costs reduced net income by $2.8 million, or $0.10 per diluted share. In addition, all 218,490 outstanding shares of our Series B 6.75% Convertible Perpetual Preferred Stock were converted during the third and fourth quarters. Of the total shares converted, 107,418 shares were converted for cash, resulting in a reduction of retained earnings of approximately $74.4 m", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax expense. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00071", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A.\nRisk Factors\nRisks Related to the COVID-19 Pandemic\nThe economic impact of the COVID-19 outbreak could adversely affect our financial condition and results of operations.\nIn December 2019, a coronavirus (COVID-19) was reported in China, and, in March 2020, the World Health Organization declared it a pandemic. In March 2020, the COVID-19 outbreak was declared a national emergency in the United States. The COVID-19 pandemic has caused significant economic dislocation in the United States as many state and local governments have at times, depending on the severity of the outbreak, ordered non-essential businesses to close and residents to shelter in place at home to limit the spread of COVID-19. This has resulted in an unprecedented slow-down in economic activity and a related increase in unemployment. Since the COVID-19 outbreak, millions of individuals have filed claims for unemployment. In response to the COVID-19 outbreak, the Federal Reserve Board has reduced the benchmark federal funds rate to a target range of 0% to 0.25%, and the yields on 10 and 30-year treasury notes have declined to historic lows. Various state governments and federal agencies are requiring lenders to provide forbearance and other relief to borrowers (e.g., waiving late payment and other fees). The federal banking agencies have encouraged financial institutions to prudently work with affected borrowers and issued regulations that have provided relief from reporting loan classifications due to modifications related to the COVID-19 outbreak. Certain industries have been particularly hard-hit, including the travel and hospitality industry, the restaurant industry and the retail industry. Because the largest sector of Hawaii\u2019s economy is the visitor industry, our market has been severly impacted by the pandemic. See the risk factor titled \u201cOur local economy relies heavily on the tourism industry. Downturns in this industry could affect our operations and results,\u201d below. Finally, the spread of the coronavirus has caused us to modify our business practices, including employee travel, employee work locations, and cancellation of physical participation in meetings, events and conferences. We have employees working remotely and we may take further actions as may be required by government authorities or that we determine are in the best interests of our employees, customers and business partners.\nGiven the ongoing and dynamic nature of the circumstances, it is difficult to predict the full impact of the COVID-19 outbreak on our business. The extent of such impact will depend on future developments, which are highly uncertain, including when the coronavirus can be controlled and abated and when and how the economy may be reopened. As the result of the COVID-19 pandemic and the related adverse local and national economic consequences, we could be subject to any of the following risks, any of which could have a material, adverse effect on our business, financial condition, liquidity, and results of operations:\n\u25cfdemand for our products and services may decline, making it difficult to grow assets and income;\n\u25cfif the economy is unable to substantially reopen, and high levels of unemployment continue for an extended period of time, loan delinquencies, problem assets, and foreclosures may increase, resulting in increased charges and reduced income;\n\u25cfcollateral for loans, especially real estate, may decline in value, which could cause loan losses to increase;\n\u25cfour allowance for loan losses may have to be increased if borrowers experience financial difficulties beyond loan deferral periods, which will adversely affect our net income;\n\u25cfthe net worth and liquidity of our borrowers and any loan guarantors may decline, impairing their ability to honor commitments to us;\n\u25cfas the result of the decline in the Federal Reserve Board\u2019s target federal funds rate to near 0%, the yield on our assets may decline to a greater extent than the decline in our cost of interest-bea", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1447051_2020.htm (CIK: 1447051, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00072", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors.\nSet forth below are the material risks and uncertainties that, if they were to occur, could materially and adversely affect our business, financial condition, results of operations and the trading price of our securities. Additional risks not presently known, or that we currently deem immaterial, also may have a material adverse effect on our business, financial condition, results of operations and trading price of our securities..\nRisk Factor Summary\nInvesting in our capital stock involves a high degree of risk. You should carefully consider all information in this Report before investing in our capital stock. These risks are discussed more fully in the section of this Report titled \u201cRisk Factors.\u201d These risks and uncertainties include, but are not limited to, risks related to the following:\n\u2022the ongoing spread and economic and operational impact of the COVID-19 pandemic, including, but not limited to, the impact on the value, volatility, availability, financing and liquidity of mortgage assets;\n\u2022our business and investment strategy, including, but not limited to, the concentration of our investments, competition for our target assets and our use of repurchase financing and leverage;\n\u2022our investment portfolio and expected investments, including, but not limited to, the risks inherent in various mortgage-related investments and the priority of our investments;\n\u2022general volatility of financial markets and the effects of governmental responses, including actions and initiatives of the U.S. governmental agencies and changes to U.S. government policies in response to the COVID-19 pandemic, mortgage loan forbearance and modification programs, interest rate fluctuations, actions and initiatives of foreign governmental agencies and central banks, monetary policy actions of the Federal Reserve, including actions relating to its agency mortgage-backed securities portfolio and our ability to respond to and comply with such actions, initiatives and changes;\n\u2022the availability of financing sources, including our ability to obtain additional financing arrangements and the terms of such arrangements;\n\u2022financing and advance rates for our target assets;\n\u2022changes to our expected leverage;\n\u2022our intention and ability to pay dividends;\n\u2022the potential interest rate mismatches between our target assets and our borrowings used to fund such investments;\n\u2022the adequacy of our cash flow from operations and borrowings, and our ability to maintain sufficient liquidity to meet our short-term liquidity needs;\n\u2022the impact of changes in the credit rating of the U.S. government;\n\u2022changes in interest rates and interest rate spreads and the market value of our target assets;\n\u2022changes in prepayment rates on our target assets;\n\u2022the impact of any deficiencies in loss mitigation of third parties and related uncertainty in the timing of collateral disposition;\n\u2022our reliance on third parties in connection with services related to our target assets;\n\u2022disruption of our information technology systems;\n\u2022the impact of potential data security breaches or other cyber-attacks or other disruptions;\n\u2022the effects of hedging instruments on our target assets, including, but not limited to, the degree to which our hedging strategies may or may not protect us from interest rate and foreign currency exchange rate volatility;\n\u2022rates of default or decreased recovery rates on our target assets;\n\u2022modifications to whole loans or loans underlying securities;\n\u2022the degree to which derivative contracts expose us to contingent liabilities;\n\u2022counterparty defaults;\n\u2022our ability to comply with financial covenants in our financing arrangements;\n\u2022changes in governmental regulations, including in response to the COVID-19 pandemic, and changes in zoning, insurance, eminent domain and tax law and rates, and similar matters and our ability to respond to such changes;\n\u2022our ability to maintain our qualification as a real estate investment trust for U.S. federal income tax purposes;\n", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax law. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00073", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nThe particulars of the compensation paid to the following persons:\nour principal executive officer;\neach of our two most highly compensated executive officers who were serving as executive officers at the end of the years ended May 31, 2020 and 2019; and\nup to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the years ended May 31, 2020 and 2019,\nwho we will collectively refer to as the named executive officers of our company, are set out in the following summary compensation table, except that no disclosure is provided for any named executive officer, other than our principal executive officers, whose total compensation did not exceed $100,000 for the respective fiscal year:\nStock Options/SAR Grants\nN/A.\nAggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Values\nThere were no options exercised during our fiscal year ended May 31, 2020 or May 31, 2019 by any officer or director of our company.\nCompensation of Directors\nWe reimburse our directors for expenses incurred in connection with attending board meetings. We have not paid any director's fees or other cash compensation for services rendered as a director since our inception to May 31, 2020.\nWe have no formal plan for compensating our directors for their service in their capacity as directors, although such directors are expected in the future to receive stock options to purchase common shares as awarded by our board of directors or (as to future stock options) a compensation committee which may be established. Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our board of directors. Our board of directors may award special remuneration to any director undertaking any special services on our behalf other than services ordinarily required of a director. No director received and/or accrued any compensation for their services as a director, including committee participation and/or special assignments.\nEmployment Contracts and Termination of Employment and Change in Control Arrangements\nWe have not entered into any employment agreement or consulting agreement with our directors and executive officers. Consulting fees of CDN$40,000 per year are paid or accrued to PubCo Services Inc, a company controlled by Richard Haderer, CEO, CFO and a director of the Company. Consulting fees are paid or accrued on a quarterly basis to David Chalk, a director of the Company. During the year ended May 31, 2020, the Company paid $22,117 to David Chalk for consulting fees. The amount of consulting fees paid or accrued to Mr. Chalk are based on Mr. Chalk's time commitment.\nThere are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive stock options at the discretion of our board of directors in the future. We do not have any material bonus or profit-sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of our board of directors.\nWe have no plans or arrangements with respect to remuneration received or that may be received by our executive officers to compensate such officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control, where the value of such compensation exceeds $60,000 per executive officer.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1424404_2020.htm (CIK: 1424404, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00074", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11.\nEXECUTIVE COMPENSATION.\nThe following table sets forth for the three years ended December 31, 2020, compensation paid by the Company to its Chairman of the Board, President, Chief Executive Officer, and Chief Financial Officer; and to its Vice President - Administration.\nOption Grants in 2020\nOn September 26, 2018, the Company\u2019s Board of Directors adopted the Amarillo Biosciences, Inc., 2018 Employee Stock Option Plan (the \u201c2018-ESOP\u201d). The 2018-ESOP provides for the grant of Qualified Incentive Stock Options to the Company\u2019s employees.\nOn September 26, 2018, the Company\u2019s Board of Directors adopted the Amarillo Biosciences, Inc., 2018 Officers, Directors, Employees, and Consultants Nonqualified Stock Option Plan (the \u201c2018-NQSOP\u201d). The 2018-NQSOP provides for the grant of Nonqualified Incentive Stock Options to the Company\u2019s employees.\nBoth of these stock option plans are explained in detail in the \u201cStock Options and Warrants\u201d section and in the Financial Statements footnotes section in note #9 \u201cStock Option and Stock Plans.\u201d\nDirector Compensation for Last Fiscal Year\nDirectors receive $1,000 compensation for attendance at directors\u2019 meetings and $250 for regularly scheduled teleconference meetings. There were no regularly scheduled meetings during 2020.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1014763_2020.htm (CIK: 1014763, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00075", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A\nQUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nA primary market risk facing us is interest rate risk on our long term debt, including debt instruments at variable interest rates. In connection with our mortgage operations, mortgage loans held for sale and the associated mortgage warehouse lines of credit under our Master Repurchase Agreements are subject to interest rate risk; however, such obligations reprice frequently and are short-term in duration. In addition, we hedge the interest rate risk on mortgage loans by obtaining forward commitments from private investors. Accordingly, the interest rate risk from mortgage loans is not material. We do not use financial instruments to hedge interest rate risk except with respect to mortgage loans. We are also subject to foreign currency risk but we do not believe this risk is material. The following tables set forth as of October 31, 2020 and 2019, our long-term debt obligations, principal cash flows by scheduled maturity, weighted-average interest rates and estimated fair value (\u201cFV\u201d).\nLong-Term Debt Tables\n(1) Does not include the mortgage warehouse lines of credit made under our Master Repurchase Agreements. Also does not include our $125.0 million Secured Credit Facility under which there were no borrowings outstanding as of October 31, 2020.\n(2) Does not include $135.1 million of nonrecourse mortgages secured by inventory. These mortgages have various maturities spread over the next two to three years and are paid off as homes are delivered.\n(1) Does not include the mortgage warehouse lines of credit made under our Master Repurchase Agreements. Also does not include our $125.0 million Secured Credit Facility under which there were no borrowings outstanding as of October 31, 2019.\n(2) Does not include $203.6 million of nonrecourse mortgages secured by inventory. These mortgages have various maturities spread over the next two to three years and are paid off as homes are delivered.\nITEM 8", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 357294_2020.htm (CIK: 357294, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00076", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. RISK FACTORS.\nIndustry Risk Factors\nEconomic cycles, particularly those involving reduced levels of commercial and residential starts and remodeling, may have adverse effects on our revenues and operating results.\nWe have experienced and expect to continue to experience fluctuations in revenues and operating results due to economic and business cycles. The businesses of most of our customers, particularly plumbing and heating wholesalers and OEM manufacturers, are cyclical. Therefore, the level of our business activity has been cyclical, fluctuating with economic cycles. An economic downturn may also affect the financial stability of our customers, which could affect their ability to pay amounts owed to their vendors, including us. We also believe our level of business activity is influenced by commercial and residential starts and renovation and remodeling, which are, in turn, heavily influenced by interest rates, consumer debt levels, changes in disposable income, employment growth and consumer confidence. Credit market conditions may prevent commercial and residential builders or developers from obtaining the necessary capital to continue existing projects or to start new projects. This may result in the delay or cancellation of orders from our customers or potential customers and may adversely affect our revenues and our ability to manage inventory levels, collect customer receivables and maintain profitability. If economic conditions worsen in the future or if economic recovery were to dissipate, our revenues and profits could decrease or trigger additional goodwill, indefinite-lived intangible assets, or long-lived asset impairments and could have a material effect on our financial condition and results of operations.\nWe face risks related to the impact of the COVID-19 pandemic.\nIn March 2020, the World Health Organization categorized COVID-19 as a pandemic, and the President of the United States declared the COVID-19 outbreak a national emergency. We are subject to risks and uncertainties as a result of the COVID-19 impact, and the extent of the impact on our business is highly uncertain and difficult to predict, as the response to the pandemic continues to unfold and information is rapidly evolving. In response to COVID-19, national and local governments around the world have instituted certain measures, including travel bans, prohibitions on group events and gatherings, shutdowns of certain businesses, curfews, stay-at-home orders and recommendations to practice social distancing. These measures have resulted in business closures and slowdowns which have already adversely impacted and will likely continue to adversely impact us directly. The health and safety measures we\u2019ve adopted to slow the spread of the COVID-19 pandemic have resulted in reduced production capacity and, in some cases, required temporary closures of certain of our facilities, among other impacts. The duration of these measures is unknown, and they may be lifted, extended, or reinstated, and additional measures may be imposed due to new outbreaks and resurgences of COVID-19 in various regions. The measures imposed have resulted in supply chain disruption, reduced demand and higher absenteeism in our manufacturing facilities. There remains a risk of future employee health concerns, and we cannot predict whether any of our manufacturing facilities will experience disruptions or how long such disruptions would last. While we are unable to predict the magnitude of such impact at this time, the loss of, or significant reduction in, purchases by our customers could materially impair our business, operating results, prospects and financial condition.\nCapital markets and economies worldwide have also been negatively impacted by the COVID-19 pandemic. This economic disruption has had a material adverse effect on our business as customers curtail and reduce capital and overall spending. The severity of the impact of the COVID-19 pandemic on our busin", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 795403_2020.htm (CIK: 795403, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00077", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nThe information required by this item will incorporate by reference the 2021 Proxy Statement for the 2021 annual meeting of stockholders, which will be filed with the SEC not later than 120 days subsequent to December 31, 2020.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1131312_2020.htm (CIK: 1131312, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00078", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nCompensation Discussion and Analysis\nWe presently do not have employment or compensation agreements with any of our named executive officers and have not established any overall system of executive compensation or any fixed policies regarding compensation of executive officers.\nSummary Compensation Table\nCompensation\nFor the year ended June 30, 2020, the Company\u2019s sole Director and Officer, earned fees of $12,000. For the year ended June 30, 2019 $8,000 in fees were earned.\nNarrative Disclosure to the Summary Compensation Table\nFor the year ended June 30, 2020, the Company\u2019s sole Director and Officer, earned fees of $12,000. For the year ended June 30, 2019 $8,000 in fees were earned. The Company did not pay any other form of compensation to the Company\u2019s sole Officer.\nStock Option Grants\nWe have not granted any stock options to the executive officers or directors since our inception.\nOutstanding Equity Awards at Fiscal Year-End\nNone\nDirector Compensation\nFor the year ended June 30, 2020, the Company\u2019s sole Director and Officer, earned fees of $12,000. For the year ended June 30, 2019 $8,000 in fees were earned.\nNarrative Disclosure to the Director Compensation Table\nFor the year ended June 30, 2020, the Company\u2019s sole Director and Officer, earned fees of $12,000. For the year ended June 30, 2019 $8,000 in fees were earned. The Company did not pay any other form of compensation to the Company\u2019s sole Director.\nEmployment Agreements with Current Management\nWe do not currently have any employment agreements in place with any of our executive officers.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1616788_2020.htm (CIK: 1616788, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00079", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk.\nWe are exposed to market risks in the ordinary course of our business. These risks primarily include interest rate sensitivities. We had cash and cash equivalents of $207.3 million as of December 31, 2020, which consists of deposits in banks, including checking accounts, money market accounts and certificates of deposit. Such interest-earning instruments carry a degree of interest rate risk; however, historical fluctuations in interest income have not been significant.\nWe also have exposure to market risk on our loan agreement with Hercules Capital, Inc. Our loan agreement accrues interest from its date of issue at a variable interest rate equal to the greater of either (i) (a) the prime rate as reported in The Wall Street Journal, plus (b) 6.40%, and (ii) 9.65%. As of December 31, 2020, $20.0 million was outstanding under the loan agreement with Hercules.\nWe are not currently exposed to significant market risk related to changes in foreign currency exchange rates; however, our operations may be subject to fluctuations in foreign currency exchange rates in the future.\nInflation generally affects us by increasing our cost of labor. We do not believe that inflation had a material effect on our business financial condition or results of operations three and twelve months ended December 31, 2020.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1560241_2020.htm (CIK: 1560241, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00080", "source": "edgar", "source_license": "public_domain", "text": "Item 11 - Executive Compensation\nSummary Compensation Table\nThe following table summarizes information concerning the compensation awarded to, earned by, or paid to, our Chief Executive Officer (Principal Executive Officer) and our two most highly compensated executive officers other than the Principal Executive Officer during fiscal years 2020 and 2019 (collectively, the \u201cNamed Executive Officers\u201d).\n(1)\nThe Company contributed $6,000 to Mr. Errez\u2019s 401(k) and the Company paid $20,176 in medical insurance premiums on behalf of Mr. Errez and his dependents.\n(2)\nThe Company paid $13,572 in medical insurance premiums on behalf of Mr. Nisan and his dependents.\nOutstanding Equity Awards at Fiscal Year-End\nThe following table sets forth information regarding equity awards held by the Named Executive Officers as of December 31, 2020:\n(1)\nAll option awards reflect stock options granted under the Company\u2019s 2020 Incentive and Non-statutory Stock Option Plan that vested immediately upon issuance.\nEmployment/Consulting Contracts, Termination of Employment, Change-in-Control Arrangements\nThe Company has not entered into employment agreements or other compensation agreements with its executive officers. All employee contracts are \u201cat will.\u201d There are no potential payments payable to the Named Executive Officers upon a termination of employment in connection with a change in control.\nDirector Compensation\nMessrs. Nisan and Errez are executive officers and majority shareholders through their shared majority ownership of PrivCo, which held approximately 66% of our issued and outstanding shares as of December 31, 2020. During 2020, we did not separately compensate Messrs. Nisan and Errez for their service on the Board.\nOn February 16, 2021, the Company and each of Ms. Baer and Messrs. Caragol and Laniado entered into separate Board of Directors Agreements (the \u201cBOD Agreements\u201d). Pursuant to the BOD Agreements, Ms. Baer and Mr. Laniado will each receive cash compensation in the amount of $2,500 per month, with Mr. Caragol receiving $5,000 per month. Pursuant to the BOD Agreements, Ms. Baer and Mr. Laniado will each receive equity compensation in the form of shares of Common Stock in an amount equal to $2,500 per month, with Mr. Caragol receiving shares of Common Stock in an amount equal to $5,000 per month. Additionally, from time to time, each of the independent directors may receive awards pursuant to the Company\u2019s Equity Incentive Plan.\nThe Company and each of Ms. Baer and Messrs. Caragol and Laniado agreed to execute an indemnification agreement in favor of the Board member substantially in the form of the agreement attached to each BOD Agreement as Exhibit A (the \u201cIndemnification Agreement\u201d). In addition, so long as the Company\u2019s indemnification obligations exist under the Indemnification Agreement, the Company shall provide the Board member with directors\u2019 and officers\u2019 liability insurance coverage in the amounts specified in the Indemnification Agreement.\nItem 12", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1419275_2020.htm (CIK: 1419275, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00081", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A.\nRISK FACTORS\nAn investment in our common stock involves a high degree of risk. Prior to making a decision about investing in our securities, you should carefully consider the specific risk factors discussed below. The risks and uncertainties we have described are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our operations. If any such risks actually occur, our business, financial condition, or results of operations could be materially and adversely affected. In such cases, the trading price of our common stock could decline, and you may lose all or part of your investment.\nRisks Related to Our Business, Industry and Supply Chain\nOur business and operations may be adversely affected by the 2019 novel coronavirus (COVID-19) outbreak or other similar outbreaks.\nAny outbreaks of contagious diseases, including the recent outbreak of the 2019 novel coronavirus (\u201cCOVID-19\u201d) that was first detected in Wuhan, China in December 2019 and has since developed into a global pandemic, and other adverse public health developments in countries where we and our suppliers operate, could have a material and adverse effect on our business, financial condition and results of operations. These effects could include disruptions to or restrictions on our employees\u2019 ability to travel, as well as temporary closures of our facilities or the facilities of our customers, suppliers, or other vendors in our supply chain. In addition, COVID-19 has resulted in a widespread health crisis that has adversely affected, and may continue to adversely affect, the economies and financial markets of many countries, resulting in an economic downturn that could affect demand for our products or our ability to obtain financing for our business or projects. COVID-19 may impact the health of our team members, directors or customers, reduce the availability of our workforce or those of companies with which we do business, or otherwise cause human impacts that may negatively impact our business. Any of these events, which may result in disruptions to our supply chain or customer demand, could materially and adversely affect our business and our financial results. The extent to which COVID-19 will impact our business and our financial results will depend on future developments, which are highly uncertain and cannot be predicted. Such developments may include the geographic spread of COVID-19, the severity of the disease, the duration of the outbreak, the actions that may be taken by various governmental authorities in response to the outbreak, such as quarantine or \u201cshelter-in-place\u201d orders and business closures imposed by various states within the United States, and the impact on the U.S. or global economy. For example, on March 18, 2020, in response to the escalating global COVID-19 outbreak, we temporarily\nsuspended operations at our Torrington, Connecticut manufacturing facility, and also ordered those employees that could work from home to do so. While we resumed operations in the manufacturing facility on June 22, 2020, we continue to evaluate our ability to operate in light of recent resurgences of COVID-19 and the advisability of continuing operations, based on federal, state and local guidance, evolving data concerning the pandemic and the best interests of our employees, customers and stockholders. Accordingly, there can be no assurance that any of our facilities will remain open (in full or in part), that our employees that continue to work remotely will return to the office or that our other operations will continue at full or limited capacity. If we again have to shut down production either due to a worsening of the COVID-19 pandemic or due to an outbreak in one of our facilities, our project schedules and associated financing could be adversely affected. An extended period of remote working by our employees could strain our technology resources and introduce o", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 886128_2020.htm (CIK: 886128, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00082", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\nThese historical results are not necessarily indicative of the results to be expected in the future. The following selected consolidated financial data set forth below was derived from our historical audited consolidated financial statements and is qualified by reference to, and should be read in conjunction with, Item 7, \"Management's Discussion and Analysis of Financial Condition and Results of Operations\" and Item 8, \"Financial Statements and Supplementary Data.\" On April 1, 2018, we adopted the new revenue standard and as a result we recognized the cumulative effect of initially applying the new revenue standard as an adjustment to the opening balance of retained earnings. The comparative information has not been restated and continues to be reported under the accounting standards in effect at the time. (Amounts may not sum due to rounding).\n(1)\nFor fiscal years 2020, 2019 and 2018, refer to note 16 to the consolidated financial statements in Item 8, \"Financial Statements and Supplementary Data\" for further discussion.\nDuring fiscal year 2016, the Company incurred non-cash losses of $47.7 million primarily due to a $26.8 million loss on the disposition of a non-strategic Western European manufacturing facility, which included a non-cash foreign currency translation loss of $25.3 million, and a $21.8 million loss from the impairment of a non-core investment offset by immaterial currency translation gains.\n(2)\nWorking capital is defined as current assets, less current liabilities.\n(3)\nThe Company initiated restructuring plans during fiscal years 2020, 2019, 2018 and 2017. For the restructuring plans initiated during fiscal years 2020, 2019, and 2018, refer to note 15 to the consolidated financial statements in Item 8, \"Financial Statements\nand Supplementary Data\" for further discussion. During fiscal year 2017, the Company initiated a restructuring plan to accelerate its ability to support more Sketch-to-Scale\u00ae efforts across the Company and reposition away from historical legacy programs and structures through rationalizing its current footprint at existing sites and at corporate SG&A functions. The Company recognized restructuring charges of approximately $49.4 million primarily for employee termination costs under the above plan. Of these total charges, approximately $38.8 million was recognized in cost of sales.\n(4)\nIn May 2020, the Company issued $425 million aggregate principal amount of 3.750% Notes due February 2026, at 99.617% of face value, and $325 million aggregate principal amount of 4.875% Notes due May 2030, at 99.562% of face value. Refer to note 8 to the consolidated financial statement in Item 8, \"Financial Statements and Supplementary Data\"\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 866374_2020.htm (CIK: 866374, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00083", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7.\nMANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nThe following discussion is intended to provide a reader of our financial statements with a narrative from the perspective of our management on our financial condition, results of operations, liquidity and other factors that have affected our reported results of operations and financial condition or may affect our future results or financial condition. Our MD&A should be read in conjunction with the Consolidated Financial Statements and related Notes included in Item 8, \u201cFinancial Statements and Supplementary Data,\u201d of this Annual Report on Form 10 K.\nOverview\nTotal assets increased by $43.0 million to $483.4 million at December 31, 2020 from $440.4 million at December 31, 2019. The growth in total assets was primarily comprised of an increase of $80.5 million in interest-bearing cash in other banks offset by a decrease of $37.7 million in net loans receivable held for investment. The Bank had no REO as of December 31, 2019.\nTotal liabilities increased by $43.0 million to $434.5 million at December 31, 2020 from $391.5 million at December 31, 2019. The increase in total liabilities during 2020 resulted primarily from increases of $26.5 million in FHLB advances and $17.9 million in total deposits, offset by a decrease of $1.0 million in junior subordinated debentures.\nWe recorded a net loss of $642 thousand for the year ended December 31, 2020 compared to a net loss of $206 thousand for the year ended December 31, 2019. The loss during the year ended December 31, 2020 was primarily due to an increase in professional service fees of $1.2 million, of which $960 thousand pertained to expenses related to the City First Merger and $243 thousand related to costs incurred to respond to actions by a former stockholder. In addition, compensation expense increased by $1.0 million compared to the same period of 2019 primarily due to $580 thousand accrued for bonuses to key employees . These items were partially offset by higher net interest income before loan loss provision of $1.7 million compared to the same period of 2019 due to growth in the average loan portfolio, and decreases in the cost of funds. In addition, an income tax credit adjustment of $273 thousand was received during 2020 due to a tax settlement with the California Franchise Tax Board, which offset the additional tax expense associated with non-deductible merger costs.\nThe following table summarizes the return on average assets, the return on average equity and the average equity to average assets ratios for the periods indicated:\nComparison of Operating Results for the Years Ended December 31, 2020 and 2019\nGeneral\nOur most significant source of income is net interest income, which is the difference between our interest income and our interest expense. Generally, interest income is generated from our loans and investments (interest earning assets) and interest expense is incurred from deposits and borrowings (interest bearing liabilities). Typically, our results of operations are also affected by our provision for or loan loss provision recapture, non-interest income generated from service charges and fees on loan and deposit accounts, gains or losses on the sale of loans and REO, non-interest expenses, and income taxes.\nNet Interest Income\nFor the year ended December 31, 2020, net interest income increased by $1.7 million to $12.2 million, from $10.5 million for the same period in 2019.\nInterest and fees on loans receivable increased by $1.2 million for the year ended December 31, 2020 compared to the same period a year ago. The increase was primarily due to an increase of $43.7 million in the average balance of loans receivable, including loans held for sale, which increased interest income by $1.8 million, partially offset by a decrease of 16 basis points in loan yield, which decreased interest income by $623 thousand. The decrease in loan yield included the impact of a decr", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax expense, tax credit, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00084", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A.RISK FACTORS\nRISKS RELATED TO INVESTING IN SHARES OF OUR COMMON STOCK\nThere is no public trading market for the shares of our common stock and we do not anticipate that there will be a public trading market for our shares; therefore, our stockholders\u2019 ability to dispose of their shares will likely be limited to redemption by us. If the stockholder does sell their shares to us, the stockholder may receive less than the price they paid.\nThere is no public market for the shares of our common stock and we currently have no obligation or plans to apply for listing on any public securities market. Therefore, redemption of the shares of our common stock by us will likely be the only way for the stockholders to dispose of their shares. We will redeem shares at a price equal to the transaction price on the last calendar day of the applicable month (which will generally be equal to our most recently disclosed monthly NAV per share), and not based on the price at which the stockholder initially purchased their shares. We may redeem the stockholder\u2019s shares if they fail to maintain a minimum balance of $2,000 of shares, even if the stockholder\u2019s failure to meet the minimum balance is caused solely by a decline in our NAV. Subject to limited exceptions, shares that have not been outstanding for at least one year will be redeemed at 95% of the transaction price, which will inure indirectly to the benefit of our remaining stockholders. As a result of this and the fact that our NAV will fluctuate, stockholders may receive less than the price they paid for their shares upon redemption by us pursuant to our share redemption program.\nOur ability to redeem stockholder shares may be limited, and our board of directors may modify, suspend or terminate our share redemption program at any time.\nWe may redeem fewer shares than have been requested in any particular month to be redeemed under our share redemption program, or none at all, in our discretion at any time. We may redeem fewer shares due to lack of readily available funds because of adverse market conditions beyond our control, the need to maintain liquidity for our operations or because we have determined that investing in real property or other illiquid investments is a better use of our capital than redeeming our shares. In addition, the total amount of aggregate redemptions of Class E, Class T, Class S, Class D, and Class I shares (based on the price at which the shares are redeemed) will be limited during each calendar month to 2% of the aggregate NAV of all classes as of the last calendar day of the previous quarter and in each calendar quarter will be limited to 5% of the aggregate NAV of all classes of shares as of the last calendar day of the previous calendar quarter; provided, however, that every month and quarter each class of our common stock will be allocated capacity within such aggregate limit to allow stockholders in such class to either: (a) redeem shares (based on the price at which the shares are redeemed) equal to at least 2% of the aggregate NAV of such share class as of the last calendar day of the previous quarter; or, if more limiting, (b) redeem shares (based on the price at which the shares are redeemed) over the course of a given quarter equal to at least 5% of the aggregate NAV of such share class as of the last calendar day of the previous quarter (collectively, referred to\nherein as the \u201c2% and 5% limits\u201d), which in the second and third months of a quarter could be less than 2% of the NAV of such share class and could even be zero. In addition, for both the aggregate and class-specific allocations described above, (i) provided that the share redemption program has been operating and not suspended for the first month of a given quarter and that all properly submitted redemption requests were satisfied, any unused capacity for that month will carry over to the second month and (ii) provided that the share redemption program has been operating and not suspe", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1327978_2020.htm (CIK: 1327978, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00085", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nINDEX\nPage\nReport of Independent Registered Public Accounting Firm\nConsolidated Balance Sheets\nConsolidated Statements of Operations\nConsolidated Statements of Comprehensive Loss\nConsolidated Statements of Redeemable Convertible Preferred Stock and Stockholders\u2019 Equity (Deficit)\nConsolidated Statements of Cash Flows\nNotes to Consolidated Financial Statements\nReport of Independent Registered Public Accounting Firm\nTo the Stockholders and the Board of Directors of Brickell Biotech, Inc.\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheets of Brickell Biotech, Inc. (the Company) as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive loss, redeemable convertible preferred stock and stockholders\u2019 equity (deficit) and cash flows for each of the two years in the period ended December 31, 2020, and the related notes (collectively referred to as the \u201c consolidated financial statements\u201d). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2020, in conformity with U.S. generally accepted accounting principles.\nBasis for Opinion\nThese financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company\u2019s internal control over financial reporting. Accordingly, we express no such opinion.\nOur audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\nCritical Audit Matter\nThe critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosure to which it relates.\nResearch and development costs\nDescription of the MatterThe Company incurred $11.2 million for research an", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 819050_2020.htm (CIK: 819050, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00086", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. Executive Compensation\nThe information required under Item 11 is incorporated herein by reference to our definitive proxy statement to be filed with the SEC within 120 days after the end of our fiscal year ended December 31, 2020 in connection with our 2021 Annual Meeting of Stockholders.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1590717_2020.htm (CIK: 1590717, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00087", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nYou should carefully consider the risks and uncertainties described below, together with the information included elsewhere in this Annual Report on Form 10-K and other documents we file with the SEC. The risks and uncertainties described below are those that we have identified as material but are not the only risks and uncertainties that we face. Our business is also subject to general risks and uncertainties, such as overall U.S. and non-U.S. economic and industry conditions including a global economic slowdown, geopolitical events, changes in laws or accounting rules, fluctuations in interest and exchange rates, terrorism, international conflicts, major health concerns including global pandemics like COVID-19, natural disasters or other disruptions of expected economic and business conditions, that affect many other companies. Additional risks and uncertainties not currently known to us or that we currently believe are immaterial also may impact our business operations and liquidity.\nWe generate substantially all of our revenue from contracts with the federal government. If the federal government significantly decreased or ceased doing business with us, our business, prospects, financial condition and operating results would be materially and adversely affected.\nThe federal government is our primary customer, with revenue from federal government contracts, either as a prime contractor or a subcontractor, accounting for 95.6 percent of our total revenue in FY2020 and 95.3 percent of our total revenue in FY2019. Specifically, we generated 69.9 percent of our total revenue in FY2020 and 70.0 percent of our total revenue in FY2019 from contracts with agencies of the DoD. We expect that federal government contracts will continue to be the primary source of our revenue for the foreseeable future. If we were suspended or debarred from contracting with the federal government or any significant agency in the intelligence community or the DoD, if our reputation or relationship with government agencies was impaired, or if the government otherwise ceased doing business with us or significantly decreased the amount of business it does with us, our business, prospects, financial condition and operating results would be materially and adversely affected.\nOur business could be adversely affected by delays caused by our competitors protesting major contract awards received by us, resulting in the delay of the initiation of work.\nThe number of bid protests of contract awards by unsuccessful bidders is increasing and the U.S. government is taking longer to resolve such protests. Bid protests may result in an increase in expenses related to obtaining contract awards or an unfavorable modification or loss of an award. In the event a bid protest is unsuccessful, the resulting delay in the startup and funding of the work under these contracts may cause our actual results to differ materially and adversely from those anticipated.\nOur business could be adversely affected by changes in spending levels or budgetary priorities of the federal government.\nBecause we derive substantially all of our revenue from contracts with the federal government, we believe that the success and development of our business will continue to depend on our successful participation in federal government contract programs. Changes in federal government budgetary priorities, such as for homeland security or to address global pandemics like COVID-19, or actions taken to address government budget deficits, the national debt, and/or prevailing economic conditions, could directly affect our financial performance. A significant decline in government expenditures, a shift of expenditures away from programs that we support or a change in federal government contracting policies could cause federal government agencies to reduce their purchases under contracts, to exercise their right to terminate contracts at any time without penalty or not to exercise options t", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 16058_2020.htm (CIK: 16058, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00088", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition\nand Results of Operations.\nBROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.\nMANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF\nFINANCIAL CONDITION AND RESULTS OF OPERATIONS\nThe following discussion should be read in conjunction with the consolidated financial statements and related notes thereto that appear in Item 8. \u201cFinancial Statements and Supplementary Data\u201d of this Annual Report on Form 10-K. Forward-looking statements involve inherent risks and uncertainties regarding events, conditions, and financial trends that may affect the Company\u2019s future plans of operations, business strategy, results of operations, and financial position. A number of important factors could cause actual results to differ materially from those included within or contemplated by such forward-looking statements, including, but not limited to, those described under Item 7. \u201cManagement's Discussion and Analysis of Financial Condition and Results of Operations\u201d in this Annual Report on Form 10-K. We do not undertake any responsibility to update any of these factors or to announce publicly any revisions to any of the forward-looking statements contained in this or any document, whether as a result of new information, future events, or otherwise.\nOverview and Background\nBrookfield DTLA Fund Office Trust Investor Inc. (\u201cBrookfield DTLA\u201d or the \u201cCompany\u201d) is a Maryland corporation and was incorporated on April 19, 2013. Brookfield DTLA was formed for the purpose of consummating the transactions contemplated in the Agreement and Plan of Merger dated as of April 24, 2013, as amended, and the issuance of shares of 7.625% Series A Cumulative Redeemable Preferred Stock (the \u201cSeries A preferred stock\u201d) in connection with the acquisition of MPG Office Trust, Inc. and MPG Office, L.P. (together, \u201cMPG\u201d). Brookfield DTLA is a direct subsidiary of Brookfield DTLA Holdings LLC, a Delaware limited liability company (\u201cDTLA Holdings\u201d, and together with its affiliates excluding the Company and its subsidiaries, the \u201cManager\u201d). DTLA Holdings is an indirect partially-owned subsidiary of Brookfield Property Partners L.P. (\u201cBPY\u201d), an exempted limited partnership under the Laws of Bermuda, which in turn is the flagship commercial property entity and the primary vehicle through which Brookfield Asset Management Inc. (\u201cBAM\u201d), a corporation under the Laws of Canada, invests in real estate on a global basis.\nBROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.\nMANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF\nFINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)\nBrookfield DTLA owns and manages six Class A office properties and a retail center, consisting of 7,580,957 rentable square feet in total. Additionally, Brookfield DTLA also has an indirect noncontrolling interest in an unconsolidated real estate joint venture that owns a multifamily residential development property. All of these properties are located in the Los Angeles Central Business District (the \u201cLACBD\u201d). The following table sets forth information regarding these properties:\nBrookfield DTLA primarily receives its income from lease income, including tenant reimbursements, generated from the operations of its office and retail properties, and to a lesser extent, revenue from its parking garages. See Item 8. \u201cFinancial Statements and Supplementary Data-Notes to Consolidated Financial Statements-Note 1-Organization and Description of Business\u201d for more information regarding the organization and background of Brookfield DTLA.\nCurrent Year Highlights\nThe COVID-19 pandemic\nPrior to the end of the first quarter of 2020, there was a global outbreak of a new strain of Coronavirus (\u201cCOVID-19\u201d) which prompted government and businesses to take unprecedented measures in response. Many states, including California where our properties are located, have implemented \u201cstay-at-home\u201d restrictions to help combat the spread of COVID-19. The State of California order includes the shutdown of al", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1575311_2020.htm (CIK: 1575311, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00089", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION.\nNone of our officers or directors have received any cash compensation for services rendered to us. However, under the terms of our agreement with Richard Scudamore for his service as a director, our successful consummation of a business combination would result in our being obligated to pay Mr. Scudamore $100,000. Commencing on the date that our securities were first listed on the NYSE through the earlier of consummation of our initial business combination and our liquidation, we will pay our sponsor or an affiliate of our sponsor $25,000 per month for office space, utilities, secretarial and administrative support services provided to members of our management team. In addition, our sponsor, officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers or directors, or our or their affiliates. Any such payments prior to an initial business combination will be made from funds held outside the trust account. Other than quarterly audit committee review of such reimbursements, we do not expect to have any additional controls in place governing our reimbursement payments to our directors and officers for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection with identifying and consummating an initial business combination.\nAfter the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our shareholders in connection with a proposed initial business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed initial business combination, because the directors of the post-combination business will be responsible for determining officer and director compensation. Any compensation to be paid to our officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors.\nWe do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management\u2019s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1815184_2020.htm (CIK: 1815184, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00090", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. Executive Compensation\nSummary Compensation Table\nThe table below sets forth, for our last two fiscal years, the compensation earned by our officers.\n(a) Appointed as CEO and CFO, January 2021.\n(b) Appointed as COO, January 2018, and resigned on March 19, 2021.\n(c) Appointed as CEO and CFO, January 2019, and resigned in January 2021.\n(d) Appointed as president, September 2019 and CCO in February 2021.\nWe have no pension, health, annuity, bonus, insurance, profit sharing or similar benefit plans. As of March 19, 2018, we have a stock option plan, although no shares are currently outstanding under the Plan.\nEmployment Agreements\nThe Company has no other formal employment agreements.\nOutstanding Equity Awards\nThere were no equity awards made to any named executive officer that were outstanding at December 31, 2020.\nDirector Compensation\nOn January 25, 2019, Mr. Kanuth, Ms. Visser and Mr. Whyte received shares of common stock for their service as directors of the Company. On July 18, 2019, Mr. Anthony, Mr. Frost and Mr. Sandore received shares of common stock for their services as directors of the Company. On February 10, 2021, Mr. Anthony received shares of common stock for his services as a director and officer of the Company.\nChange-in-Control Agreements\nOn January 17, 2021, Altitude International Holdings, Inc. (the \u201cCompany\u201d or \u201cAltitude\u201d) entered into a Letter of Intent (the \u201cLOI\u201d) with Breunich Holdings, Inc., a privately held Delaware corporation (\u201cBHI\u201d). The LOI sets forth the headline terms of a proposed Share Exchange of Altitude with BHI through which 100% of the BHI shares will be exchanged for up to 80% of then-issued and outstanding shares of Altitude.\nUpon the terms and subject to the conditions set forth in the LOI, following the Share Exchange, (i) BHI and its subsidiaries will be wholly-owned subsidiaries of Altitude; (ii) BHI shareholders would own approximately 80% of the common shares of Altitude, and Altitude shareholders would own approximately 20% of the common shares of Altitude, with such percentages calculated on a fully diluted basis; (iii) BHI has the right to appoint a majority of the directors of Altitude following the Share Exchange.\nThe completion of the Share Exchange would be subject to the satisfaction of specific conditions set forth in the LOI, including the completion of an audit of BHI and its subsidiaries and the parties first negotiating and executing a definitive Share Exchange agreement (the \u201cShare Exchange Agreement\u201d). These conditions may not ever be satisfied, the Company may never enter into a definitive Share Exchange Agreement with BHI, the Share Exchange with BHI may never be consummated, and even if it is, it may not be consummated on the terms described therein.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1664127_2020.htm (CIK: 1664127, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00091", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk.\nSee the section entitled \u201cItem 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations - Quantitative and Qualitative Disclosures About Market Risk\u201d included in this Annual Report on Form 10-K, which is incorporated by reference herein.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1811972_2020.htm (CIK: 1811972, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00092", "source": "edgar", "source_license": "public_domain", "text": "Item 6. SELECTED FINANCIAL DATA\nA smaller reporting company is not required to present selected financial data in accordance with item 301(c) of Regulation S-K.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1519117_2020.htm (CIK: 1519117, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00093", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data.\nThe selected financial data set forth below should be read in conjunction with Part II - Item 7", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1304421_2020.htm (CIK: 1304421, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00094", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\nThe following consolidated selected financial data is derived from the Company\u2019s audited consolidated financial statements as of and for the five years ended December 31, 2020. This information should be read in connection with our audited consolidated financial statements, related notes and \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d appearing elsewhere in this report.\n(1)Includes shares of common stock and non-voting common stock. On October 25, 2018, the Company exchanged shares of common stock for all of the outstanding shares of non-voting common stock. Following the exchange, no shares of non-voting common stock were outstanding.\n(2)Represents a non-GAAP financial measure. See \"GAAP Reconciliation and Management Explanation of Non-GAAP Financial Measures\" for further details.\n(3)Ratio excludes the amortization of tax credit investments, FHLB prepayment fees and represents a non-GAAP financial measure. See \"GAAP Reconciliation and Management Explanation of Non-GAAP Financial Measures\" for further details\n(4)Amounts calculated on a tax-equivalent basis using the statutory federal tax rate of 21% beginning in 2018 and 35% for 2017 and 2016.\n(5)Nonperforming assets are defined as nonaccrual loans plus loans 90 days past due plus foreclosed assets.\n(6)ROA and ROE, excluding a one-time additional expense of $2.0 million related to the revaluation of the deferred tax asset, would have been 1.30% and 14.75%, respectively for the year ended December 31, 2017.\n(1)Represents a non-GAAP financial measure. See \u201cGAAP Reconciliation and Management Explanation of Non-GAAP Financial Measures\u201d for further details.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: deferred tax, tax rate, tax credit. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00095", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations\nThis \"Management's Discussion and Analysis of Financial Condition and Results of Operations\" contains forward-looking statements within the \"safe harbor\" provisions of the Private Securities Litigation Reform Act of 1995, made or respecting by SPAR Group, Inc. (\"SGRP\") and its subsidiaries (together with SGRP, the \"SPAR Group\" or the \"Company\"). See FORWARD-LOOKING STATEMENTS preceding Part I, above. There also are \"forward-looking statements\" contained elsewhere in this Annual Report, the Proxy Statement, and the other applicable SEC Reports filed with the SEC from time to time under the Securities Act, the Exchange Act and other Securities Laws (as all such terms are defined in FORWARD-LOOKING STATEMENTS, preceding Part I, above).\nAll forward-looking statements and other information attributable to the Company or persons acting on its behalf are expressly subject to and qualified by all of the risks, uncertainties, cautions, circumstances and other factors (\"Risks\") facing the Company, including the Risks and other information described in Item IA - Risk Factors, above, or elsewhere in this Annual Report, the Proxy Statement or any other applicable SEC Report.\nThe Company does not intend, assume any obligation, or promise to publicly update or revise any such forward-looking statement, Risk or information (in whole or in part), whether as a result of new information, new or worsening Risks or uncertainties, changed circumstances, future events, recognition, or otherwise.\nOverview\nThe COVID-19 pandemic has caused a significant loss of life, disrupted businesses and restricted travel worldwide, causing significant economic disruption and uncertainty. This disruption and uncertainty has and continues to have an adverse impact on our business, operations and financial results. For fiscal 2020, our total revenues declined 8.8% in U.S. dollars, compared to a 10.3% increase in 2019. The effects of the pandemic have been more impactful to our international business than our domestic business. Our 2020 International revenue decreased 14.7% compared to an 8.7% increase in 2019. Our 2020 Domestic revenue increased 1.5% compared to a 13.3% increase in 2019.\nWhile our revenue declined year over year, our 2020 net income increased by 38.6%. While we could not plan for the pandemic as 2020 began, we took quick action and worked closely with our clients to manage our resources, expenses and capital to achieve a strong net income result. We are proud of this achievement and the focus of our teams in light of the broad economic market impact of the pandemic across the globe.\nWhile the pandemic continues to impact the markets we serve, we did experience a strong fourth quarter domestically as this market appears to be emerging more quickly than our international markets from the pandemic. Our fourth quarter domestic revenue increased 11.9% compared to our international revenue that decreased 8.7% compared to the fourth quarter prior year. In total, our fourth quarter revenue decreased 2.8% compared to an increase of 7.1% in 2019.\nOur fourth quarter net income increased 425% over 2019 reflecting a strong performance and commitment to execution. While we are pleased with this result, we have continued to see pressure on both the domestic and international gross profit margins. The international gross profit margin for the fourth quarter was 20.2% compared to 20.2% in 2019. The domestic profit margin for the fourth quarter was 17.8% versus 18.6%. The gross profit margin results were primarily attributable to wage pressures and an unfavorable mix in lower grow margin project work.\nCritical Accounting Estimates\nThe Company's critical accounting policies, including the assumptions and judgements underlying them, are disclosed in Note 2 to the Company's Consolidated Financial Statements - Summary of Significant Accounting Policies. These policies have been c", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1004989_2020.htm (CIK: 1004989, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00096", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\nThe information presented below includes the financial results of AIR\u2019s predecessor for all periods prior to the December 15, 2020 Separation. This table should be read in conjunction with such financial statements, including the notes thereto, and \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d included herein or in previous filings with the Securities and Exchange Commission.\n(1)\nNet loss from continuing operations for the year ended December 31, 2020, includes $57.0 million of transaction costs related to the Separation and an impairment loss on real estate to be held and used of $47.3 million. Also during 2020, and consistent with AIR\u2019s simplified business structure and strategy, we have elected to treat one of our taxable subsidiaries as a REIT, resulting in the non-cash removal of $88.0 million of deferred tax asset balances for GAAP purposes. The financial results attributable to the apartment communities retained by Aimco in the Separation are presented as discontinued operations; refer to Note 4 to the consolidated financial statements in Item 8 for further details of the discontinued operations balances and activity.\n(2)\nIn July 2018, we sold our Asset Management business and our four affordable apartment communities located in the Hunters Point area of San Francisco.\n(3)\nOn November 30, 2020, and prior to the Separation, we completed a reverse stock split whereby every 1.23821 AIR\u2019s Predecessor common share and Aimco Operating Partnership common partnership unit was combined into one AIR\u2019s Predecessor common share and Aimco Operating Partnership common partnership unit, respectively. We have revised the outstanding share and unit counts, presentation of share and unit activity, and earnings per share and unit, as if the reverse split occurred on December 31, 2015. Additionally, on December 15, 2020, we completed the Separation in which stockholders or common partnership unit holders of AIR\u2019s Predecessor received one AIR common share or AIR Operating Partnership common partnership unit for every one AIR\u2019s Predecessor common share or Aimco Operating Partnership common partnership unit held as of the close of business on December 5, 2020.\n(4)\nThe cash dividends/distributions declared per common share/unit in 2020 includes the regular quarterly cash dividends of $0.41 during the year as well the acceleration of the first quarter of 2021 regular dividend of $0.41 into the fourth quarter of 2020 pursuant to the special dividend declared on October 21, 2020; refer to Note 8 to the consolidated financial statements in Item 8 for further details on the special dividend. Dividends per share are based on the historical shares outstanding as of the dividend declaration and have not been adjusted for the impact of the reverse stock splits.\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: deferred tax, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00097", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.\nAll information required by this item is included in Item 15 of Part IV of this Annual Report and is incorporated into this item by reference.\nITEM 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1218683_2020.htm (CIK: 1218683, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00098", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nReport of Independent Registered Public Accounting Firm\nTo the Board of Directors and Shareholders of American States Water Company\nOpinions on the Financial Statements and Internal Control over Financial Reporting\nWe have audited the accompanying consolidated balance sheets and statements of capitalization of American States Water Company and its subsidiaries (the \u201cCompany\u201d) as of December 31, 2020 and 2019, and the related consolidated statements of income, of changes in common shareholders' equity and of cash flows for each of the three years in the period ended December 31, 2020, including the related notes and the financial statement schedule listed in the index appearing under Item 15(a)(2) (collectively referred to as the \u201cconsolidated financial statements\u201d). We also have audited the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).\nIn our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.\nBasis for Opinions\nThe Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management\u2019s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company\u2019s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.\nOur audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the cir", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1056903_2020.htm (CIK: 1056903, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00099", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation.\nThis Executive Compensation section describes the material elements of our compensation program for our \u201cnamed executive officers\u201d during 2020. For 2020, our \u201cnamed executive officers\u201d consists of the two individuals who served as our principal executive officer during 2020, the only other person serving as an executive officer as of December 31, 2020, plus an individual who was an executive officer during 2020 but was not an executive officer on December 31, 2020. Our named executive officers for 2020 were:\n\u2022Mr. Temperato, who has served as our President and Chief Executive Officer (our \u201cCEO\u201d) since April 2020;\n\u2022Dr. Laumas, who was our President and Chief Executive Officer (our \u201cformer CEO\u201d) from February 2019 until April 2020;\n\u2022Edward J. Sitar, who has served as our Chief Financial Officer (our \u201cCFO\u201d) since June 2019; and\n\u2022Patrick Griffin, M.D., F.A.C.P., who serves as our Chief Medical Officer (our \u201cCMO\u201d), but due to a reorganization of management following the RDD Merger, stopped serving as an executive officer in April 2020, but remains serving as our CMO.\nSummary Compensation Table\n(1)During May 2020, the compensation committee awarded cash bonuses to certain executives and senior employees for 2019 performance (the \u201c2019 Bonus\u201d). The 2019 Bonus was determined as a percentage of the executive\u2019s annual base salary.\n(2)The amount in the \u201cStock Awards\u201d column reflects the grant date fair value of restricted stock units granted during the calendar year computed in accordance with the provisions of Accounting Standards Codification (\u201cASC\u201d) 718, Compensation-Stock Compensation. The grant date fair value, which is based on the value of the underlying common stock on the date of grant, does not reflect the actual economic value that will be realized by the executives upon the vesting of the restricted stock units or the sale of the common stock underlying the award.\n(3)The amounts in the \u201cOption Awards\u201d column reflect the aggregate Black-Scholes grant date fair value of stock options granted during the calendar year computed in accordance with the provisions of ASC 718, Compensation-Stock Compensation. The assumptions that were used to calculate the value of these awards are discussed in Notes 1 and 9 to the accompanying financial statements included in this Annual Report on Form 10-K. These amounts do not reflect the actual economic value that will be realized by the named executive officer upon the vesting of the stock options, the exercise of the stock options or the sale of the common stock underlying such stock options.\n(4)During February 2021, the compensation committee awarded non-equity incentive plan compensation to certain executives and senior employees for 2020 performance (the \u201c2020 Bonus\u201d). See section entitled \u201cEmployment Agreements with Our Named Executive Officers\u201d below for further details of non-equity incentive plan compensation that may be awarded under those agreements.\n(5)Mr. Temperato was appointed as Chief Executive Officer effective April 30, 2020, upon closing of the RDD Merger.\n(6)Mr. Sitar was appointed as Chief Financial Officer effective July 1, 2019.\n(7)Dr. Laumas was appointed as Chief Executive Officer and Executive Chairman on February 19, 2019 and served in those roles through April 30, 2020. Upon closing of the RDD Merger on April 30, 2020, Dr. Laumas resigned from his positions as Chief Executive Officer and Executive Chairman but continues his service on the Board. Other compensation represents severance payments to Dr. Laumas in accordance with his employment agreement and payment of NC Continuation of Insurance Coverage premiums.\n(8)Dr. Griffin was appointed as Chief Medical Officer effective February 16, 2019, but due to a reorganization of management following the RDD Merger, stopped serving as an executive officer in April 2020, but remains serving as our CMO.\nNarrative Disclosure to Summary Compensation Table\nThe primary elements of compensation for ou", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1551986_2020.htm (CIK: 1551986, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00100", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\nCRITICAL ACCOUNTING POLICIES\nThe discussion and analysis of the Company\u2019s audited consolidated financial statements are based upon its audited consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these audited consolidated financial statements requires management to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities at the date of our financial statements. Actual results may differ from these estimates under different assumptions or conditions.\nThe following is a summary of the more judgmental and complex accounting estimates and principles. In each area, we have identified the variables we believe are most important in our estimation process. We utilize information available to us to make the necessary estimates to value the related assets and liabilities. Actual performance that differs from our estimates and future changes in the key variables and information could change future valuations and impact the results of operations.\n\u25cf\nLoans held for investment\n\u25cf\nLoans available for sale\n\u25cf\nSecurities\n\u25cf\nAllowance for loan losses (ALLL)\n\u25cf\nGoodwill and other intangible assets\n\u25cf\nDeferred income taxes\n\u25cf\nServicing rights\n\u25cf\nIncome Taxes\n\u25cf\nStock-Based Compensation\nOur significant accounting policies are described in greater detail in our 2020 audited financial statements included in Item 8. Financial Statements and Supplementary Data of this Annual Report on Form 10-K, specifically in \u201cNote 2 - Summary of Significant Accounting Policies\u201d which are essential to understanding Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\nOVERVIEW\nFor the year 2020, we reported net earnings of $32.9 million, compared with $39.2 million for the year 2019. This represented a decrease of $6.3 million or 16.0% over the prior year. The decrease in net earnings reflected a $9.4 million increase in the provision for credit losses, a $4.3 million decrease in non-interest income and a $2.0 million increase in non-interest expenses, which was partially offset by a $7.9 million increase in net interest income and a $1.6 million decrease in income tax expense.\nAt December 31, 2020, total assets were $3.4 billion, an increase of $561.5 million, or 20.1%, from total assets of $2.8 billion at December 31, 2019. Interest-earning assets were $3.2 billion as of December 31, 2020, an increase of $555.4 million, or 21.3%, compared to $2.6 billion at December 31, 2019. The increase in interest-earning assets was primarily due to net HFI loan growth of $499.3 million, and investment securities growth of $83.6 million, partially offset by a decrease of $58.2 million in mortgage loans available for sale. The increase in interest-earning assets was due to $212.6 million from the purchase of PGBH and the remainder from organic growth.\nAt December 31, 2020, available for sale (\u201cAFS\u201d) investment securities totaled $210.9 million inclusive of a pre-tax net unrealized gain of $1.6 million, compared to $126.1 million inclusive of a pre-tax net unrealized gain of $340,000 at December 31, 2019. At December 31, 2020, held to maturity (\u201cHTM\u201d) investment securities totaled $7.2 million, compared to $8.3 million as of December 31, 2019.\nNet loans and leases (held for investment, net of deferred fees, discounts, and the allowance for loan losses) were $2.7 billion at December 31, 2020, compared to $2.2 billion at December 31, 2019. Net loans and leases increased $499.3 million, or 22.9%, from December 31, 2019. The increase in net loans was primarily due to the acquisition of PGBH with loan balances of $173.1 million and the remainder from organic growth. The increase in net loans included approximately $167.1 million in SFR ", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax expense. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00101", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA\nThe information set forth below should be read in conjunction with the Consolidated Financial Statements and related notes thereto and \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d included in this Annual Report on Form 10-K.\nConsolidated Statements of Operations Data: The following tables sets forth selected consolidated financial data, and reflect the adjustments made for the adoption of Accounting Standards Update (\u201cASU\u201d) No. 2014-09, Revenue from Contracts with Customers (dollars in thousands, except per share and per square foot data):\n_______________\n(1)2015 through 2018 amounts have been revised to reflect a correction to the impairment of fixed assets, as described in Note 2. \"Revision of Previously Issued Financial Statements\" included in the Consolidated Financial Statements in this Annual Report on Form 10-K.\n(2)2017 was a 53-week year; all others were 52-week years. Sales per store and sales per square foot for 2017 have been adjusted to exclude the 53rd week.\n(3)These sales per store amounts include licensed department commissions, which are included in our net sales. Sales per store is calculated by dividing (a) total sales, including licensed department net sales for stores open at the end of the year and excluding stores open for less than 12 months by (b) the number of stores open at the end of such period, exclusive of stores open for less than 12 months. Ecommerce sales are excluded from the calculation.\n(4)These sales per store and sales per square foot amounts include gross licensed department sales, which are reported net in our net sales. This is a non-GAAP measure that we feel is meaningful as it shows our actual total sales per store and square foot, which we believe is useful in evaluating sales trends in a more comparable manner. The net sales per store and square foot, which is the corresponding GAAP measure is also presented. The only adjustment to the GAAP measure is to show gross sales versus net. Sales per store is calculated by dividing (a) total sales, including licensed department gross sales for stores open at the end of the year and excluding stores open for less than 12 months by (b) the number of stores open at the end of such period, exclusive of stores open for less than 12 months. Sales per square foot includes licensed department gross sales and selling space and exclude administrative, receiving and store areas. Ecommerce sales are excluded from the calculation.\n(5)Comparable store sales information for a period reflects stores open throughout that period and for the same 52-week period in the prior year and Ecommerce sales. Comparable store net sales decrease for 2018 compares sales for the 52 weeks ended February 2, 2019, to the 52 weeks ended February 3, 2018, on a shifted basis. Comparable store net sales decrease for 2017 compares sales for the 52 weeks ended January 27, 2018, to the 52 weeks ended January 28, 2017. Comparable store sales include gross licensed department sales.\n(6)During fiscal 2019, we adopted ASU No. 2016-02, Leases, which resulted in us recording operating lease assets and corresponding operating lease liabilities. The adoption of this ASU impacted the working capital by $82.1 million as of February 1, 2020.\n(7)During fiscal 2017 and 2019, we entered into capital leases as discussed below under the heading \u201cCapital Leases\u201d in Item 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 884940_2020.htm (CIK: 884940, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00102", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS.\nRisk Factor Summary\nWe are providing the following summary of the risk factors contained in this report to enhance the readability and accessibility of our risk factor disclosures. We encourage you to carefully review the full risk factors immediately following this summary as well as the other information in this report, including the section titled \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d and our financial statements and related notes, before deciding whether to invest in shares of our common stock. The risks and uncertainties described in this report may not be the only ones we face. If any of the risks actually occurs, our business, financial condition, operating results, cash flows and prospects could be materially and adversely affected. In this case, the trading price of our common stock would likely decline and you might lose part or all of your investment in our common stock. These risks and uncertainties include, but are not limited to, the following:\n\u2022Risks Related to Our Business, such as, effects of the COVID-19 pandemic on our business; our history of losses and ability to achieve or sustain profitability; our ability to effectively expand our manufacturing operations and accurately forecast demand for our products; our reliance on a limited number of third-party suppliers and our ability to procure sufficient high quality raw materials; our limited number of distributors; consolidation of customers, loss of a significant customer or our inability to acquire new customers; loss of one or more of our co-manufacturers; damage or disruption at our manufacturing facilities and operational delays at our new manufacturing facilities; delays with the build out of our new corporate headquarters; failure to effectively manage our growth; difficulties expanding into new markets; slow revenue growth rates; revenue and earnings fluctuations; seasonal fluctuations; delays in product delivery by third-party transportation providers; failure to retain our senior management and attract and retain employees; use of professional employer organizations to employ\nour employees; disruptions in the worldwide economy; failure of recent and future acquisitions or investments to be efficiently integrated; and scrutiny from our stakeholders and institutional investors on our environmental, social and governance (\u201cESG\u201d) practices.\n\u2022Risks Related to Our Products, such as, limited availability of pea protein that meets our standards; incidents of food safety and food-borne illnesses or advertising or product misbranding; reduction in sales of the Beyond Burger; failure to introduce new products or successfully improve existing products; our ability to accurately predict consumer taste preferences and respond quickly to new trends; and ingredient and packaging costs volatility.\n\u2022Risks Related to Our Industry and Brand, such as, increased competition in our market; harm to our brand or reputation due to real or perceived quality or health issues with our products; and failure to develop and maintain our brand.\n\u2022Risks Related to Our International Operations, such as, business, regulatory, political, financial and economic risks of doing business in China; and potential violations of the FCPA and other anti-corruption laws.\n\u2022Risks Related to Our Investments, such as, our manufacturing operations in China and the Netherlands; our ownership of real property; and participation in joint ventures.\n\u2022Risks Related to Our Intellectual Property, Information Technology, Cybersecurity and Privacy, such as, our ability to adequately protect our proprietary technology and intellectual property; our reliance on information technology systems; the occurrence of a cybersecurity incident or other technology disruptions or failure to comply with the laws and regulations relating to privacy and the protection of individual data.\n\u2022Risks Related to Our Lease Obligations, Indebtedness, Financial Po", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1655210_2020.htm (CIK: 1655210, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00103", "source": "edgar", "source_license": "public_domain", "text": "Item 6. SELECTED FINANCIAL DATA\nThe following table presents selected historical consolidated financial data derived from the consolidated financial statements of Berry Global Group, Inc. for the periods indicated. The financial data for our fiscal 2016 through fiscal 2020 should be read in conjunction with those consolidated financial statements, related notes thereto and Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations. The table presented below is unaudited.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1378992_2020.htm (CIK: 1378992, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00104", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk\nThe majority of our investments are conducted through investment partnerships, which generally hold common stocks. We also hold marketable securities directly. Through investments in the investment partnerships we hold concentrated positions. A significant decline in the general stock market or in the prices of major investments may produce a large net loss and decrease in our consolidated shareholders\u2019 equity. Decreases in values of equity investments can have a materially adverse effect on our earnings and on consolidated shareholders\u2019 equity.\nWe prefer to hold equity investments for very long periods of time so we are not troubled by short-term price volatility with respect to our investments. Our interests in the investment partnerships are committed on a rolling 5-year basis, and any distributions upon our withdrawal of funds will be paid out over two years (and may be paid in kind rather than in cash). Market prices for equity securities are subject to fluctuation. Consequently, the amount realized in the subsequent sale of an investment may significantly differ from the reported market value. A hypothetical 10% increase or decrease in the market price of our investments would result in a respective increase or decrease in the fair market value of our investments of $51,441 along with a corresponding change in shareholders\u2019 equity of approximately 7%.\nWe have had minimal exposure to foreign currency exchange rate fluctuations in 2020, 2019 and 2018.\nSouthern Oil\u2019s business is fundamentally a commodity business. This means Southern Oil\u2019s operations and earnings may be significantly affected by changes in oil and gas prices. Such commodity prices depend on local, regional and global events or conditions that affect supply and demand for oil and gas. Any material decline in crude oil or natural gas prices could have a material adverse effect on Southern Oil\u2019s operations.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1726173_2020.htm (CIK: 1726173, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00105", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nThe information required by this Item is incorporated herein by reference from information contained under the sections \"Board Compensation\" and \"Executive Compensation\" in our Proxy Statement for the Annual Meeting of Stockholders to be held on May 6, 2021, to be filed with the Commission no later than 120 days after December 31, 2020, in accordance with General Instruction G(3) to the Form 10-K.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1328581_2020.htm (CIK: 1328581, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00106", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data.\nSELECTED FINANCIAL DATA\n(Table Dollar Amounts in Thousands except Per Share Data)\n(1)\nTangible book value per share is a non GAAP measure used by management and others within the financial services industry. Tangible book value per share is calculated by dividing tangible common equity by the number of average shares outstanding.\n(2)\nThe efficiency ratio is calculated by dividing total noninterest expense by net interest income plus noninterest income.\n(3)\nThe tangible common equity ratio is calculated by dividing total common stockholders\u2019 equity by total assets, after reducing both amounts by intangible assets. The tangible common equity ratio is not required by U.S. GAAP or by applicable bank regulatory requirements, but is a metric used by management to evaluate the adequacy of our capital levels. Since there is no authoritative requirement to calculate the tangible common equity ratio, our tangible common equity ratio is not necessarily comparable to similar capital measures disclosed or used by other companies in the financial services industry. Tangible common equity and tangible assets are non U.S. GAAP financial measures and should be considered in addition to, not as a substitute for or superior to, financial measures determined in accordance with U.S. GAAP. With respect to the calculation of the actual unaudited tangible common equity ratio as of December 31, 2020, reconciliations of tangible common equity to U.S. GAAP total common stockholders\u2019 equity and tangible assets to U.S. GAAP total assets are set forth below:\nReconciliation of Common Stockholders\u2019 Equity to Tangible Common Equity\nReconciliation of Total Assets to Tangible Assets\nAcquisitions have occurred during the five year periods represented above that makes comparability difficult. See Note 2 - Business Combinations and Note 18 - Income Taxes for additional details. Below are measures that are non GAAP and are presented as additional information for the reader.\nReconciliation of Net Income, Excluding Merger Related Expenses and Deferred Tax Asset Adjustment\nReconciliation of Return on Average Assets and Average Equity, Excluding Merger Related Expenses and Deferred Tax Asset Adjustment\n(4)\nNet income - adjusted divided by average assets\n(5)\nNet income - adjusted divided by average equity\nAverage Balance Sheets and Related Yields and Rates\n(Table Dollar Amounts in Thousands except Per Share Data)\n(1)\nNon-accrual loans and overdraft deposits are included in other assets.\n(2)\nIncludes unamortized discounts and premiums. Average balance and yield are computed using the average historical amortized cost.\n(3)\nInterest on loans includes fee income of $8.3 million, $4.2 million and $4.1 million for 2020, 2019 and 2018, respectively, and is reduced by amortization of $2.7 million for all three years.\n(4)\nEquity securities include restricted stock, which is included in other assets on the consolidated balance sheets.\n(5)\nFor 2020, adjustments of $400 thousand and $2.0 million were made to tax equate income on tax exempt loans and tax exempt securities. For 2019, adjustments of $414 thousand and $1.7 million were made to tax equate income on tax exempt loans and tax exempt securities. For 2018, adjustments of $357 thousand and $1.5 million were made to tax equate income on tax exempt loans and tax exempt securities. These adjustments are based on a marginal federal income tax rate of 21% for 2020, 2019, and 2018, less disallowances.\nRATE AND VOLUME ANALYSIS\n(Table Dollar Amounts in Thousands except Per Share Data)\nThe following table analyzes by rate and volume the dollar amount of changes in the components of the interest differential:\nThe amount of change not solely due to rate or volume changes was allocated between the change due to rate and the change due to volume based on the relative size of the rate and volume changes.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, deferred tax, tax rate. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00107", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nThe risks summarized and detailed below are not the only risks facing us. Please be aware that additional risks and uncertainties not currently known to us or that we currently believe to be immaterial could also materially harm our business, operating results, cash flows and/or financial condition, impair our future prospects, negatively affect our ability to make distributions to our stockholders and/or cause the price of our common stock to decline. You should also refer to the other information contained in our periodic reports, including the Cautionary Note Regarding Forward-Looking Statements, our consolidated financial statements and the related notes, and Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations for a further discussion of the risks, uncertainties, and assumptions relating to our business.\nSummary of Risk Factors\nMaterial risks that may affect our business, operating results and financial condition include, but are not limited to, the following:\nRisks Related to Our Business and Operations\n\u2022actual or threatened public health epidemics or outbreaks, such as the COVID-19 pandemic, and governmental and private measures taken to combat such health crises;\n\u2022economic, regulatory, socio-economic and/or technology changes that impact the real estate market generally, or that could affect patterns of use of commercial office space;\n\u2022competition in the leasing market;\n\u2022conditions of the office market in general, and of the specific markets in which we operate;\n\u2022lease termination and/or tenant defaults, particularly by one of our significant lead tenants;\n\u2022early terminations of leases;\n\u2022managing properties owned by governmental tenants;\n\u2022adverse market and economic conditions;\n\u2022difficulty in identifying and consummating suitable acquisitions that meet our investment criteria;\n\u2022future acquisitions of properties may not yield anticipated returns, may disrupt our business, and may strain our resources;\n\u2022acquired properties may be located in new, unfamiliar markets;\n\u2022illiquidity of real estate investments;\n\u2022inability to dispose of properties in a timely or efficient manner;\n\u2022development and construction delays;\n\u2022our development strategies may not be successful;\n\u2022future terrorist attacks;\n\u2022cybersecurity incidents and security;\n\u2022uninsured losses or losses in excess of our insurance coverage;\n\u2022insolvency of our insurance carriers;\n\u2022lack of sole decision-making authority for our joint venture investments;\n\u2022costs of complying with governmental laws and regulations;\n\u2022liability for environmental contamination or adverse environmental conditions in our buildings;\n\u2022physical and transitional effects of climate change;\n\u2022loss of key personnel;\n\u2022litigation;\n\u2022ineffective disclosure controls or internal controls;\n\u2022failure to comply with the Americans with Disabilities Act or similar regulations;\nRisks Related to Our Organization and Structure\n\u2022our organizational documents contain provisions that may have an anti-takeover effect and discourage third parties from seeking change of control transactions;\n\u2022our charter limits the number of shares a person may own which may discourage a takeover;\n\u2022our board of directors can take many actions without stockholder approval;\n\u2022our board or directors can issue stock with terms that may subordinate the rights of our common stockholders which may discourage a takeover;\n\u2022our board of directors could elect for us to be subject to certain Maryland law limitations on changes in control that could prevent transactions;\n\u2022our rights and the rights of our stockholders to recover claims against our directors and officer are limited;\nRisks Related to Tax Matters\n\u2022failure to qualify as a REIT;\n\u2022changes in tax laws;\n\u2022incurring certain tax liabilities;\n\u2022differences between the recognition of taxable income and the actual receipt of cash;\n\u2022our distributions do not qualify for certain reduced tax rates;\n\u2022a re-characterization of transaction may result in lost ta", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: tax rate, tax law. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00108", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nReport of Independent Registered Public Accounting Firm\nTo the shareholders and the board of directors of AppSoft Technologies, Inc.\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheets of AppSoft Technologies, Inc. as of December 31, 2020 and 2019, the related statements of operations, stockholders\u2019 equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the \u201cfinancial statements\u201d). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.\nSubstantial Doubt about the Company\u2019s Ability to Continue as a Going Concern\nThe accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note B to the financial statements, the Company has suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience negative cash flows from operations. These factors raise substantial doubt about the Company\u2019s ability to continue as a going concern. Management\u2019s plans in regard to these matters are also described in Note B. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.\nBasis for Opinion\nThese financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (\u201cPCAOB\u201d) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company\u2019s internal control over financial reporting. Accordingly, we express no such opinion.\nOur audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.\n/S/ BF Borgers CPA PC\nBF Borgers CPA PC\nWe have served as the Company\u2019s auditor since 2019\nLakewood, CO\nMay 24, 2021\nAppSoft Technologies, Inc.\nBalance Sheets\nSee Notes to Consolidated Financial Statements\nAppSoft Technologies, Inc.\nStatements of Operations\nSee Notes to Consolidated Financial Statements\nAppSoft Technologies, Inc.\nStatements of Cash Flows\nSee Notes to Consolidated Financial Statements\nAppSoft Technologies, Inc.\nStatement of Stockholders' Equity\nFor the year ended\nDecember 31, 2020\nSee Notes to Consolidated Financial Statements\nAppSoft Technologies, Inc.\nStatement of Stockholders' Equity\nFor the years ended\nDec", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1651992_2020.htm (CIK: 1651992, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00109", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data.\nResults of Operations (Dollars in thousands except per share amounts)\nThe following table outlines the results of operations and provides certain key performance measures as of, and for the years ended, December 31:\n(1) At end of year\nThe following table outlines our interim results of operations and key performance measures as of, and for the unaudited periods ended:\n(1) At end of period\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 842517_2020.htm (CIK: 842517, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00110", "source": "edgar", "source_license": "public_domain", "text": "Item 6. SELECTED FINANCIAL DATA\n__________________\n(1)Results include the results of acquisitions from each respective effective date. See Note 2, Acquisitions, of the Notes to Consolidated Financial Statements for more information.\n(2)During fiscal 2020, the Company recognized a $48.3 million discrete tax benefit from stock option exercises, which, net of noncontrolling interests, increased net income attributable to HEICO by $47.0 million, or $.35 per basic share and $.34 per diluted share.\n(3)During fiscal 2019, the Company recognized a $16.5 million discrete tax benefit from stock option exercises, which, net of noncontrolling interests, increased net income attributable to HEICO by $15.0 million, or $.11 per basic and diluted share.\nIndex\n(4)During fiscal 2018, the United States (\"U.S.\") government enacted significant changes to existing tax law resulting in HEICO recording a discrete tax benefit from remeasuring its U.S. federal net deferred tax liabilities that was partially offset by a provisional discrete tax expense related to a one-time transition tax on the unremitted earnings of HEICO's foreign subsidiaries. The net impact of these amounts increased net income attributable to HEICO by $12.1 million, or $.09 per basic and diluted share. See Note 7, Income Taxes, of the Notes to Consolidated Financial Statements for more information.\n(5)During fiscal 2018, the Company recognized a net benefit from stock option exercises that increased net income attributable to HEICO by $2.1 million, or $.02 per basic and diluted share.\n(6)During fiscal 2017, the Company adopted Accounting Standards Update 2016-09, \"Improvements to Employee Share-Based Payment Accounting,\" resulting in the recognition of a $3.1 million discrete income tax benefit and a 1,220,000 increase in HEICO's weighted average number of diluted common shares outstanding, which, net of noncontrolling interests, increased net income attributable to HEICO by $2.6 million, or $.02 per basic and $.01 per diluted share.\nIndex\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax expense, deferred tax, tax benefit. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00111", "source": "edgar", "source_license": "public_domain", "text": "Item 11.\nExecutive Compensation\nThe information contained in the sections titled \u201cExecutive Compensation\u201d and \u201cInformation About the Board of Directors and Corporate Governance - Board of Directors Compensation\u201d in the Proxy Statement is incorporated herein by reference in response to this Item 11.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1056285_2020.htm (CIK: 1056285, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00112", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\nReferences to \"we,\" \"our,\" \"us,\" and \"our company\" refer to Armada Hoffler Properties, Inc., a Maryland corporation, together with our consolidated subsidiaries, including Armada Hoffler, L.P., a Virginia limited partnership, of which we are the sole general partner and to which we refer in this Annual Report on Form 10-K as our Operating Partnership.\nBusiness Description\nWe are a full-service real estate company with extensive experience developing, building, owning, and managing high-\nquality, institutional-grade office, retail, and multifamily properties in attractive markets throughout the Mid-Atlantic and Southeastern United States. As of December 31, 2020, our stabilized operating property portfolio was comprised of 36 retail properties, 7 office properties, and 12 multifamily properties. In addition to our operating property portfolio, we had 1 retail property, 1 office property, and 1 multifamily property in various stages of development, redevelopment, or stabilization as of December 31, 2020. We also provide general contracting services to third parties and invest in development projects through mezzanine lending arrangements.\nSubstantially all of our assets are held by, and all of our operations are conducted through, our Operating Partnership. We are the sole general partner of our Operating Partnership and, as of December 31, 2020, we owned, through a combination of direct and indirect interests, 73.9% of the outstanding OP units in our Operating Partnership.\nWe elected to be taxed as a REIT for U.S. federal income tax purposes commencing with the taxable year ended December 31, 2013.\nOur principal executive office is located at 222 Central Park Avenue, Suite 2100, Virginia Beach, Virginia 23462 in the Armada Hoffler Tower at the Virginia Beach Town Center. In addition, we have a construction office located at 1300 Thames Street, Suite 30, Baltimore, Maryland 21231 in Thames Street Wharf at Harbor Point. The telephone number for our principal executive office is (757) 366-4000. We maintain a website at ArmadaHoffler.com. The information on, or accessible through, our website is not incorporated into and does not constitute a part of this report.\nCOVID-19 Update\nSee Part I, Item 1 \u201cBusiness-Impact of COVID-19 on Our Business\u201d for more information on the impact of COVID-19 on our company.\nCritical Accounting Policies and Estimates\nOur discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements that have been prepared in accordance with GAAP. The Company's accounting policies are more fully described in Note 2 of our consolidated financial statements in Item 8 of this Annual Report on Form 10-K. As disclosed in Note 2, the preparation of these financial statements requires us to exercise our best judgment in making estimates that affect the reported amounts of assets, liabilities, revenues, and expenses. We base our estimates on historical experience and other assumptions that we believe to be reasonable under the circumstances. We evaluate our estimates on an ongoing basis, based upon current available information. Actual results could differ from these estimates.\nWe believe the following accounting policies and estimates are the most critical to understanding our reported financial results as their effect on our financial condition and results of operations is material.\nRental Revenues\nWe lease our properties under operating leases and recognize base rents on a straight-line basis over the lease term. We also recognize revenue from tenant recoveries, through which tenants reimburse us for expenses paid by us such as utilities, janitorial, repairs and maintenance, security and alarm, parking lot and grounds, general and administrative, management fees, insurance, and real estate taxes on an accrual basis. Our rental revenues are reduced by the amount of ", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00113", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. Financial Statements and Supplementary Data\nThe information required by this Item is included in this report as set forth in the \"Index to Financial Statements\" on page and is incorporated by reference herein.\nITEM 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 821189_2020.htm (CIK: 821189, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00114", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures about Market Risk.\nNot required under Regulation S-K for \u201csmaller reporting companies.\u201d\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 867028_2020.htm (CIK: 867028, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00115", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data\nThe following tables present our historical selected consolidated financial data. The selected consolidated statement of operations data for the years ended August 28, 2020, August 30, 2019 and August 31, 2018, and the selected consolidated balance sheet data as of August 28, 2020 and August 30, 2019 are derived from our audited consolidated financial statements that are included elsewhere in this report. The selected statement of operations data for the year ended August 25, 2017 and August 26, 2016, and the selected consolidated balance sheet data as of August 31, 2018, August 25, 2017 and August 26, 2016 are derived from our audited consolidated balance sheet as of such dates and is not included in this report. Our historical results are not necessarily indicative of the results that may be expected in the future.\nWe maintain our books and records in U.S. dollars and prepare our consolidated financial statements in accordance with U.S. GAAP.\nThis financial information should be read in conjunction with \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d and our consolidated financial statements, including the notes thereto, included elsewhere in this report.\n(1)\nIncludes share-based compensation expense as follows:\n(2)\nIncludes amortization of intangible assets expense as follows:\n(1)\nWe define Adjusted EBITDA as our net income (loss) plus net interest expense, income tax expense, depreciation and amortization expense, share-based compensation, acquisition-related expenses, integration/restructuring charges and other infrequent or unusual items. We have provided a reconciliation below of Adjusted EBITDA to net income (loss), the most directly comparable U.S. GAAP financial measure.\nWe have included Adjusted EBITDA in this report because it is a key measure used by our management and board of directors to understand and evaluate our core operating performance and trends, to prepare and approve our annual budget and to develop short-term and long-term operational and compensation plans. In particular, the exclusion of certain non-cash, non-recurring or infrequent expenses in calculating Adjusted EBITDA can provide useful measures for period-to-period comparisons of our core business. Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and board of directors.\nAdjusted EBITDA has limitations as an analytical tool, and you should not consider this measure in isolation or as a substitute for analysis of our results as reported under U.S. GAAP. Some of these limitations are:\n\u2022\nAdjusted EBITDA does not consider the cost of equity-based compensation, which is an ongoing expense for us;\n\u2022\nAdjusted EBITDA does not reflect past cash capital expenditures and future requirements for replacements or for new capital expenditures;\n\u2022\nAdjusted EBITDA does not reflect tax payments that may represent a reduction in cash available to us; and\n\u2022\nOther companies, including companies in our industry, may calculate Adjusted EBITDA differently, which reduces its usefulness as a comparative measure.\nBecause of these limitations, you should consider Adjusted EBITDA along with other financial performance measures, including various cash flow metrics, net income (loss) and our other U.S. GAAP results. A reconciliation of Adjusted EBITDA to net income (loss) is provided below:\n*\nMark-to Market Adjustment for Capped Calls related to the convertible note.\n**\nPrimarily consists of $6.6 million loss on extinguishment of Term Loan in February 2020, $15.2 million loss on extinguishment of long-term debt for principal payment of $151.0 million in August 2017 and a $1.4 million loss on a February 2017 extinguishment.\n***\nAmounts in fiscal 2020, 2019 and 2018 related to acquisitions of SMART EC and SMART Wireless (July 2019) and Penguin Computing (June 2018).\n****\n", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax expense. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00116", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nMarket Risk\nOur primary market risk is exposure to natural gas prices. Realized prices are mainly driven by spot market prices for North American natural gas production, which can be volatile and unpredictable.\nDerivative Instruments and Risk Management Activities\nOur risk management strategy is designed to reduce the risk of commodity price volatility for our production in the natural gas markets through the use of financial commodity derivatives. A committee that consists of members of senior management oversees our risk management activities. Our financial commodity derivatives generally cover a portion of our production and provide only partial price protection by limiting the benefit to us of increases in prices, while protecting us in the event of price declines. Further, if any of our counterparties defaulted, this protection might be limited as we might not receive the full benefit of our financial commodity derivatives. Please read the discussion below as well as Note 6 of the Notes to the Consolidated Financial Statements for a more detailed discussion of our derivative instruments.\nPeriodically, we enter into financial commodity derivatives, including collar, swap and basis swap agreements, to protect against exposure to commodity price declines related to our natural gas production. Our credit agreement restricts our ability to enter into financial commodity derivatives other than to hedge or mitigate risks to which we have actual or projected exposure or as permitted under our risk management policies and not subjecting us to material speculative risks. All of our financial derivatives are used for risk management purposes and are not held for trading purposes. Under the collar agreements, if the index price rises above the ceiling price, we pay the counterparty. If the index price falls below the floor price, the counterparty pays us. Under the swap agreements, we receive a fixed price on a notional quantity of natural gas in exchange for paying a variable price based on a market-based index.\nAs of December 31, 2020, we had the following outstanding financial commodity derivatives:\nThe amounts set forth in the table above represent our total unrealized derivative position at December 31, 2020 and exclude the impact of non-performance risk. Non-performance risk is considered in the fair value of our derivative instruments that are recorded in our Consolidated Financial Statements and is primarily evaluated by reviewing credit default swap spreads for the various financial institutions with which we have derivative contracts, while our non-performance risk is evaluated using a market credit spread provided by several of our banks.\nIn early 2021, the Company entered into the following financial commodity derivatives:\nA significant portion of our expected natural gas production for 2021 and beyond is currently unhedged and directly exposed to the volatility in natural gas prices, whether favorable or unfavorable.\nDuring 2020, natural gas collars with floor prices ranging from $1.90 to $2.15 per Mmbtu and ceiling prices ranging from $2.10 to $2.38 per Mmbtu covered 92.3 Bcf, or 11 percent of natural gas production at a weighted-average price of $2.09 per Mmbtu. Natural gas swaps covered 53.5 Bcf, or six percent, of natural gas production at a weighted-average price of $2.24 per Mmbtu.\nWe are exposed to market risk on financial commodity derivative instruments to the extent of changes in market prices of natural gas. However, the market risk exposure on these derivative contracts is generally offset by the gain or loss recognized upon the ultimate sale of the commodity. Although notional contract amounts are used to express the volume of natural gas agreements, the amounts that can be subject to credit risk in the event of non-performance by third parties are substantially smaller. Our counterparties are primarily commercial banks and financial service", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 858470_2020.htm (CIK: 858470, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00117", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors.\nInvesting in our common stock involves a high degree of risk. Investors should carefully consider the risks described below, as well as all other information included in this Annual Report on Form 10-K, including our financial statements, the notes thereto and the section entitled \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\u201d If any of the following risks actually occurs, our business, financial condition, operating results, prospects and ability to accomplish our strategic objectives could be materially harmed. As a result, the trading price of our common stock could decline and investors could lose all or part of their investment. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations and the market price of our common stock.\nRisks Related to Our Financial Position and Capital Needs\nOur ability to maintain profitability is dependent upon our ability to continue successfully commercializing our products and any products and product candidates that we may develop or acquire in the future. Our failure to do so successfully could impair our growth strategy and plans and could have a material adverse effect on our business, financial position, and operating results.\nOur ability to maintain profitability depends upon our ability to realize the full commercial potential of our products and to commercialize successfully any other products and product candidates that we may develop, in-license or acquire in the future. Our ability to generate revenue from our current or future products depends on a number of factors, including our ability to:\n\u25cfrealize a commercially viable price for our products;\n\u25cfmanufacture commercial quantities of our products at acceptable cost levels;\n\u25cfsustain a commercial organization capable of sales, marketing and distribution for the products we sell;\n\u25cfobtain coverage and adequate reimbursement from third parties, including government payors; and\n\u25cfcomply with existing and changing laws and regulations that apply to the pharmaceutical industry, including opioid manufacturers, and to our products specifically, including FDA post-marketing requirements.\nIf we fail to maintain profitability on a continuing basis, then we may be unable to continue our operations at planned levels and be forced to reduce our operations.\nOur ability to use our net operating loss carryforwards and certain other tax attributes may be limited.\nAs of December 31, 2020, we had a federal net operating loss (\u201cNOL\u201d) carryforward of approximately $226.8 million and state NOL carryovers of approximately $170.3 million, which are available to offset future taxable income. The U.S. federal NOL carryforwards begin to expire in 2022, and the state NOL carryforwards begin to expire in 2030. We also had U.S. federal tax credits of approximately $4.6 million, and state tax credits of approximately $1.2 million. These tax attributes are generally subject to a limited carryover/carryback period and are also subject to the annual limitations that may be imposed under Section 382 of the Internal Revenue Code of 1986, as amended. As of December 31, 2020, and December 31, 2019, we have provided a full valuation allowance for deferred tax assets including NOL and tax credit carryovers.\nWe have outstanding indebtedness in the form of our 2.625% Convertible Senior Notes and our Loan Agreement with BioPharma, which may adversely affect our business, financial condition and results of operations.\nIn February 2020, in connection with the Nucynta Acquisition, we incurred (i) $143.8 million in principal amount of indebtedness in the form of 2.625% Convertible Senior Notes due in 2026 (the \u201cConvertible Notes\u201d) and (ii) $200.0 million in secured indebtedness pursuant to our Loan Agreement with BioPharma Credit PLC, as collateral agent and lender, and BioPharma Credit Investments V (Master) LP, as lender (as amended fr", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: deferred tax, tax credit, internal revenue. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00118", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nMarket risks relating to the Company\u2019s operations result primarily from fluctuations in foreign currency exchange rates, and changes in interest rates. To mitigate some of the near term volatility in the Company\u2019s earnings and cash flows, the Company manages certain of its exposures through the use of derivative instruments. These instruments carry varying degrees of counterparty credit risk. To mitigate this risk, the Company has defined a financial counterparty policy that established criteria to select qualified counterparties based on credit ratings and credit default spreads. The policy also limits the exposure with individual counterparties. The Company monitors these exposures quarterly. The Company does not enter into derivative financial instruments for trading purposes. A discussion of the Company\u2019s accounting policies for derivative financial instruments, as well as the Company\u2019s exposure to market risk, is included in Notes 1 and 9 to the Consolidated Financial Statements.\nFor purposes of disclosing the market risk inherent in its derivative financial instruments, the Company utilizes sensitivity analyses which assume no changes to factors other than foreign currency exchange rates and interest rates. The analyses do not reflect the complex market reactions that normally would arise from the market shifts modeled.\nForeign Currency Exchange Rate Risk\nA substantial portion of the Company\u2019s operations are conducted by subsidiaries outside the U.S. The primary international markets served by the Company\u2019s subsidiaries are in Canada, China, Latin America (principally Brazil, Colombia, and Mexico), and Europe (principally France, Germany, Italy, the Netherlands, Poland, Spain, and the United Kingdom). In general, revenues earned and costs incurred by the Company\u2019s major international operations are denominated in their respective local currencies. Consequently, the Company\u2019s reported financial results could be affected by factors such as changes in foreign currency exchange rates or highly inflationary economic conditions in the international markets in which the Company\u2019s subsidiaries operate. When the U.S. dollar strengthens against foreign currencies, the reported U.S. dollar value of local currency earnings generally decreases; when the U.S. dollar weakens against foreign currencies, the reported U.S. dollar value of local currency earnings generally increases. The Company has hedged a portion of the net investment in international subsidiaries against fluctuations in the European Euro through derivative financial instruments. The net fair value of these instruments was a net liability of approximately $51 million at December 31, 2020 and net asset of approximately $2 million at December 31, 2019.\nIn addition, because the Company\u2019s subsidiaries operate within their local economic environment, the Company believes it is appropriate to finance those operations with borrowings denominated in the local currency to the extent practicable where debt financing is desirable or necessary. This strategy mitigates the risk of reported losses or gains in the event the foreign currency strengthens or weakens against the U.S. dollar. Considerations which influence the amount of such borrowings include long- and short-term business plans, tax implications, and the availability of borrowings with acceptable interest rates and terms. However, the Company has certain variable-interest rate borrowings denominated in currencies other than the functional currency of the borrowing subsidiaries. As a result, the Company is exposed to fluctuations in the currency of the borrowing against the subsidiaries\u2019 functional currency. The Company uses derivatives to manage these exposures and designates these derivatives as cash flow hedges of foreign exchange risk. At December 31, 2020 and 2019, the net fair value of such swap contracts was a net liability of approximately $109 mil", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 812074_2020.htm (CIK: 812074, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00119", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nYou should read the following discussion and analysis together with the consolidated financial statements and related notes included elsewhere herein.\nThis report includes forward-looking statements which, although based on assumptions that we consider reasonable, are subject to risks and uncertainties which could cause actual events or conditions to differ materially from those currently anticipated and expressed or implied by such forward-looking statements.\nOverview\nArcturus is a global clinical-stage messenger RNA medicines company focused on the development of infectious disease vaccines and significant opportunities within liver and respiratory rare diseases. In addition to our mRNA platform, our proprietary lipid nanoparticle delivery system, LUNAR, has the potential to enable multiple nucleic acid medicines, and our proprietary STARR technology has the potential to provide longer-lasting RNA and sustained protein expression.\nOur key proprietary technology has the potential to address the major hurdles in RNA development, namely the effective and safe delivery of RNA therapeutics to disease-relevant target tissues. We believe that the versatility of our platform to target multiple tissues, its compatibility with various nucleic acid therapeutics, and our expertise in developing scalable manufacturing processes put us in a good position to deliver on the next generation of nucleic medicines.\nIn August 2020, we announced the dosing of all subjects in the first cohort of the Phase 1 clinical study of our LUNAR-COV19 vaccine candidate. The study was conducted with CTI Clinical Trial and Consulting Services, a global CRO, and in collaboration with Duke-NUS Medical School in Singapore. In December 2020, we announced that we received approval from the Singapore HSA to proceed with a Phase 2 clinical study of the LUNAR-COV19 vaccine candidate.\nAdditionally, in October 2020, we announced the completion of the first three dose escalation cohorts in our ongoing Phase 1 study of ARCT-810, our messenger RNA-based therapeutic candidate for OTC deficiency.\nOur activities since inception have consisted principally of performing research and development activities, general and administrative activities and raising capital to fund those efforts. Our activities are subject to significant risks and uncertainties, including failing to secure additional funding before we achieve sustainable revenues and profit from operations. As of December 31, 2020, we had an accumulated deficit of $143.8 million.\nLiquidity and Capital Resources\nOverview\nSince our inception, we have funded our operations principally with proceeds from the sale of capital stock and revenues earned through collaborative agreements. At December 31, 2020, we had $462.9 million in unrestricted cash and cash equivalents.\nOn October 12, 2018, we entered into a Loan and Security Agreement with Western Alliance Bank whereby we received gross proceeds of $10.0 million under a long-term debt agreement (the \u201cLoan\u201d).\nOn October 30, 2019, we and the Bank entered into a Third Amendment (the \u201cThird Amendment\u201d) to the Loan and Security Agreement dated as of October 12, 2018 (as amended, the \u201cLoan Agreement\u201d).\nPursuant to the Third Amendment, the Bank agreed to make a term loan to us on October 30, 2019, in the amount of $15.0 million (the \u201cTerm Loan\u201d). The resulting net increase in the indebtedness of us was $5.0 million. The Term Loan bears interest at a floating rate ranging from 1.25% to 2.75% above the prime rate. The amendment further provides that the Term Loan has a maturity date of October 30, 2023. We shall make monthly payments of interest only until the interest-only end date of October 1, 2021 and thereafter shall make monthly payments of principal and interest during a 24-month amortization period. Upon maturity or prepayment, we will be required to pay a 2% fee as a result of the FDA", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1768224_2020.htm (CIK: 1768224, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00120", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nThe information required by this item set forth under the following captions in the Proxy Statement, all of which is incorporated herein by reference: \u201cExecutive Compensation.\u201d\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1162461_2020.htm (CIK: 1162461, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00121", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\nThe following summary of consolidated financial information has been derived from the audited consolidated financial statements included in Item 8, \"Financial Statements and Supplementary Data,\" of this report and in the Form 10-Ks we previously filed with the SEC. This information should be reviewed in conjunction with Item 7, \"Management's Discussion and Analysis of Financial Condition and Results of Operations,\" and the financial statements and notes thereto included in Item 8, \"Financial Statements and Supplementary Data,\" of this report.\n___________________________________________\n(1)The 2017 results include a net benefit of $93.0 million resulting from impacts of the tax law changes enacted in December of 2017, a $7.9 million pre-tax loss on early extinguishment of debt and a $30.7 million pre-tax gain on the sale of a non-core line of business within our Environmental Services segment. The 2016 results include a $34.0 million goodwill impairment charge and a $16.9 million pre-tax gain on the sale of a non-core line of business within our Environmental Services segment. In 2016, we did not record any income tax benefit as a result of the goodwill impairment charge.\n(2)The following is a reconciliation of net income (loss) to Adjusted EBITDA for the following periods (in thousands). See additional information regarding this non-GAAP measure under the heading \"Adjusted EBITDA\" in Item 7, \"Management's Discussion and Analysis of Financial Condition and Results of Operations,\" of this report.\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax benefit, tax law. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00122", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data\nThe following selected financial data should be read in conjunction with Item 7, \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d and Item 8, \u201cFinancial Statements and Supplemental Data\u201d of this Annual Report on Form 10-K.\n(1)\nIncludes $70.5 million of revenue related to Gilead transaction in 2020. Please see Note 7 of our consolidated financial statements for further information on our licensing agreements.\n(2)\nSee Note 10 to our consolidated financial statements for an explanation of the calculation of our basic and diluted net loss per share.\n(1)\nWe define working capital as current assets less current liabilities. See our consolidated financial statements for further details regarding our current assets and current liabilities.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1724521_2020.htm (CIK: 1724521, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00123", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nYou should carefully consider the risks described below, as well as general economic and business risks and the other information in this Annual Report on Form 10-K. The occurrence of any of the events or circumstances described below or other adverse events could have a material adverse effect on our business, results of operations and financial condition and could cause the trading price of our common stock to decline. Additional risks or uncertainties not presently known to us or that we currently deem immaterial may also harm our business.\nRisks Related to Our Business and Our Industry\nOur limited operating history makes it difficult to evaluate our current business and prospects and may increase the risks associated with your investment.\nWe were founded in 2014. Our limited operating history makes it difficult to evaluate our current business and prospects and plan for and model our future growth. We have encountered and will continue to encounter risks and uncertainties frequently encountered by rapidly growing companies in developing markets. If our assumptions regarding these risks and uncertainties are incorrect or change in response to changes in the ridesharing or car-sharing market, our results of operations and financial results could differ materially from our plans and forecasts. Although we have experienced periods of rapid growth since our inception, there is no assurance that such growth will continue. Any success we may experience in the future will depend in large part on our ability to, among other things:\n\u25cf\nmaintain and expand our customer base and the ways in which customers use our platform;\n\u25cf\nexpand revenue from existing customers through increased or broader use of our platform;\n\u25cf\nimprove the performance and capabilities of our platform through research and development;\n\u25cf\neffectively expand our business domestically and internationally, which will require that we rapidly expand our sales force and fill key management positions; and\n\u25cf\nsuccessfully compete with other companies that currently provide, or may in the future provide, solutions like ours.\nIf we are unable to achieve our key objectives, including the objectives listed above, our business and results of operations will be adversely affected, and the value of our securities could decline.\nThe COVID-19 pandemic has disrupted and harmed, and is expected to continue to disrupt and harm, our business, financial condition and results of operations. We are unable to predict the extent to which the pandemic and related impacts will continue to adversely impact our business, financial condition and results of operations and the achievement of our strategic objectives.\nOur business, operations and financial performance have been negatively impacted by the COVID-19 pandemic and related public health responses, such as travel bans, travel restrictions and shelter-in-place orders. The pandemic and these related responses have caused, and are expected to continue to cause, decreased demand for our platform relative to pre-COVID-19 demand, the global slowdown of economic activity (including a decrease in demand for a broad variety of goods and services), disruptions in global supply chains, and significant volatility and disruption of financial markets.\nThe COVID-19 pandemic has subjected our operations, financial performance and financial condition to a number of risks, including, but not limited to those discussed below:\n\u25cf\nDeclines in travel as a result COVID-19, including commuting, local travel, and business and leisure travel, has resulted in decreased demand for our platform which has decreased our anticipated revenue growth trajectory. During certain periods in the past, these factors have led to a decrease in earning opportunities for drivers on our platform. Changes in travel trends and behavior arising from COVID-19 may continue to develop or persist over time and further contribute to this adverse effect.\n\u25cf\nChanges in driver ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1713832_2020.htm (CIK: 1713832, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00124", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures about Market Risk\nInterest Rate Risk\nOur primary exposure to market risk for changes in interest rates relates to our Term Loan of $352 million under our Amended Cash Flow Revolver for which the interest rate we pay is determined at the time of borrowing based on a floating index. As of October 3, 2020, we had interest rate swaps with an aggregate notional amount of $350 million that effectively convert $350 million of our outstanding floating rate debt to fixed rate debt. An immediate 10 percent change in interest rates would not have a significant impact on our results of operations.\nForeign Currency Exchange Risk\nWe transact business in foreign currencies. Our foreign exchange policy requires that we take certain steps to limit our foreign exchange exposures resulting from certain assets and liabilities and forecasted cash flows. However, our policy does not require us to hedge all foreign exchange exposures. Furthermore, our foreign currency hedges are based on forecasted transactions and estimated balances, the amount of which may differ from that actually incurred. As a result, we can experience foreign exchange gains and losses in our results of operations.\nOur primary foreign currency cash flows are in certain Asian and European countries, Israel, Brazil and Mexico. We enter into short-term foreign currency forward contracts to hedge currency exposures associated with certain monetary assets and liabilities denominated in non-functional currencies. These contracts generally have maturities of up to two months. Accordingly, these forward contracts are not designated as part of a hedging relationship for accounting purposes. All outstanding foreign currency forward contracts are marked-to-market at the end of the period with unrealized gains and losses included in other income (expense), net, in the consolidated statements of operations. As of October 3, 2020, we had outstanding foreign currency forward contracts to exchange various foreign currencies for U.S. dollars in an aggregate notional amount of $352 million.\nWe also utilize foreign currency forward contracts to hedge certain operational (\u201ccash flow\u201d) exposures resulting from changes in foreign currency exchange rates. Such exposures result from (1) forecasted non-functional currency sales and (2) forecasted non-functional currency materials, labor, overhead and other expenses. These contracts may be up to twelve months in duration and are designated as cash flow hedges for accounting purposes. The effective portion of changes in the fair value of the contracts is recorded in stockholders' equity as a separate component of accumulated other comprehensive income and recognized in earnings when the hedged item affects earnings. We had forward contracts related to cash flow hedges in various foreign currencies in an aggregate notional amount of $113 million as of October 3, 2020.\nThe net impact of an immediate 10 percent change in exchange rates would not be material to our consolidated financial statements, provided we accurately forecast and estimate our foreign currency exposure. If such forecasts are materially inaccurate, we could incur significant gains or losses.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 897723_2020.htm (CIK: 897723, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00125", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7.MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nThe following discussion and other parts of this report contain forward-looking information that involves risks and uncertainties. References to \u201cwe,\u201d \u201cus,\u201d \u201cour,\u201d and the \u201cCompany,\u201d mean Goldman Sachs BDC, Inc. or Goldman Sachs BDC, Inc. together with its consolidated subsidiaries, as the context may require. The terms \u201cGSAM,\u201d our \u201cAdviser\u201d or our \u201cInvestment Adviser\u201d refer to Goldman Sachs Asset Management, L.P., a Delaware limited partnership. The term \u201cGroup Inc.\u201d refers to The Goldman Sachs Group, Inc. \u201cGS & Co.\u201d refers to Goldman Sachs & Co. LLC and its predecessors. The term \u201cGoldman Sachs\u201d refers to Group Inc., together with GS & Co., GSAM and its other subsidiaries and affiliates. The discussion and analysis contained in this section refers to our financial condition, results of operations and cash flows. The information contained in this section should be read in conjunction with the consolidated financial statements and notes thereto appearing elsewhere in this report. Please see \u201cCautionary Statement Regarding Forward-Looking Statements\u201d for a discussion of the uncertainties, risks and assumptions associated with this discussion and analysis. Our actual results could differ materially from those anticipated by such forward-looking information due to factors discussed under \u201cCautionary Statement Regarding Forward-Looking Statements\u201d appearing elsewhere in this report.\nOVERVIEW\nWe are a specialty finance company focused on lending to middle-market companies. We are a closed-end management investment company that has elected to be regulated as a business development company (\u201cBDC\u201d) under the Investment Company Act of 1940, as amended (the \u201cInvestment Company Act\u201d). In addition, we have elected to be treated, and expect to qualify annually, as a regulated investment company (\u201cRIC\u201d) under Subchapter M of the Internal Revenue Code of 1986, as amended (the \u201cCode\u201d), commencing with our taxable year ended December 31, 2013. From our formation in 2012 through December 31, 2020, we originated more than $4.21 billion in aggregate principal amount of debt and equity investments prior to any subsequent exits and repayments. We seek to generate current income and, to a lesser extent, capital appreciation primarily through direct originations of secured debt, including first lien, unitranche, including last-out portions of such loans, and second lien debt, and unsecured debt, including mezzanine debt, as well as through select equity investments.\n\u201cUnitranche\u201d loans are first lien loans that may extend deeper in a company\u2019s capital structure than traditional first lien debt and may provide for a waterfall of cash flow priority between different lenders in the unitranche loan. In a number of instances, we may find another lender to provide the \u201cfirst-out\u201d portion of such loan and retain the \u201clast-out\u201d portion of such loan, in which case, the \u201cfirst-out\u201d portion of the loan would generally receive priority with respect to payment of principal, interest and any other amounts due thereunder over the \u201clast-out\u201d portion that we would continue to hold. In exchange for the greater risk of loss, the \u201clast-out\u201d portion generally earns a higher interest rate than the \u201cfirst-out\u201d portion. We use the term \u201cmezzanine\u201d to refer to debt that ranks senior only to a borrower\u2019s equity securities and ranks junior in right of payment to all of such borrower\u2019s other indebtedness. We may make multiple investments in the same portfolio company.\nWe invest primarily in U.S. middle-market companies, which we believe are underserved by traditional providers of capital such as banks and the public debt markets. In this report, we generally use the term \u201cmiddle market companies\u201d to refer to companies with between $5 million and $200 million of annual earnings before interest expense, income tax expense, depreciation and amortization (\u201cEBITDA\u201d) excluding certain one-time", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax expense, irs, internal revenue. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00126", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nOVERVIEW\nWe are an innovative biopharmaceutical company developing novel approaches to activate the immune system and address serious medical needs. Our proprietary platform of Toll-like immune receptor activators has applications in mitigation of radiation injury and radiation oncology. We combine our proven scientific expertise and our depth of knowledge about our products\u2019 mechanisms of action into a passion for developing drugs to save lives. Our most advanced product candidate is entolimod, an immune-stimulatory agent, which we are developing as a radiation countermeasure and other indications in radiation oncology. We conduct business in the U.S. and Russia through two subsidiaries, one of which is wholly owned, BioLab 612, which was dissolved in November 2020; and one of which is owned in collaboration with a financial partner, Panacela. In addition, we conducted business with a former subsidiary, Incuron, which will pay us a 2% royalty on future commercialization, licensing, or sale of certain technology we sold to Incuron. We also partner in a joint venture, GPI, with Everon Biosciences, Inc. See Item 1, \"Business\" for more information on our product candidates and our strategic partnerships.\nRECENT DEVELOPMENTS\nMerger with Cytocom, Inc.\nAs previously disclosed, on October 16, 2020, the Company, Merger Sub, and Cytocom entered into the Merger Agreement, pursuant to which, among other matters, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Cytocom, with Cytocom continuing as a wholly owned subsidiary of the Company and the surviving corporation of the merger. Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger, each outstanding share of Cytocom common stock, each outstanding share of Cytocom preferred stock that was not, by its terms, converted into shares of Cytocom common stock immediately prior to the effective time of the merger, and each vested restricted stock unit of Cytocom will be converted into the right to receive a number of shares of the Company\u2019s common stock determined by the application of an exchange formula set forth in the Merger Agreement. The exchange formula provides that the total number of shares of the Company\u2019s common stock to be issued as merger consideration for the Cytocom\u2019s capital stock will, upon issuance, be equal to approximately 61% of the outstanding shares of the combined company\u2019s common stock. Accordingly, under the exchange ratio formula in the Merger Agreement, as of immediately after the Merger, the former Cytocom stockholders are expected to own approximately 61% of the outstanding shares of the combined company\u2019s common stock on a fully diluted basis and stockholders of the Company as of immediately prior to the Merger are expected to own approximately 39% of the outstanding shares of the combined company\u2019s common stock on a fully diluted basis. Certain adjustments to this ratio will be made in respect of each party\u2019s net cash at the time of the closing of the Merger, as determined in accordance with the Merger Agreement. Each unvested Cytocom restricted stock unit award will be converted into a restricted stock unit award of the Company. Immediately following the effective time of the Merger, the board of directors of the Company will consist of seven members, three of whom will be designated by the Company and four of whom will be designated by Cytocom. In addition, upon the closing of the Merger, Cytocom\u2019s Chief Executive Officer, Michael Handley, will serve as Chief Executive Officer of the combined company. The closing of the Merger is subject to the satisfaction or waiver of certain conditions including, among other things, (i) the required approvals by the Company\u2019s stockholders, (ii) the accuracy of the respective representations and warranties of e", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1318641_2020.htm (CIK: 1318641, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00127", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk\nOur market risk exposure relates to fluctuations in foreign exchange rates and interest rates. Foreign exchange risk is the risk that fluctuating exchange rates will adversely affect our financial condition or results of operations. Interest rate risk is the risk that changing interest rates will adversely affect our financial position or results of operations.\nOur foreign operations are primarily in Canada, the United Kingdom, Iceland, the Netherlands, and Germany. The functional currency of our foreign subsidiaries is their local currency. Accordingly, for purposes of consolidation, we translate the assets and liabilities of our foreign subsidiaries into U.S. dollars at the foreign exchange rates in effect at the balance sheet date. The unrealized gains or losses resulting from the translation of these foreign denominated assets and liabilities are included as a component of accumulated other comprehensive income (loss) in the Consolidated Balance Sheets. As a result, significant fluctuations in foreign exchange rates relative to the U.S. dollar may result in material changes to our net equity position reported in the Consolidated Balance Sheets. We do not currently hedge our equity risk arising from the translation of foreign denominated assets and liabilities. We recorded cumulative unrealized foreign currency translation losses in stockholders\u2019 equity of $16.7 million as of December 31, 2020 and $23.8 million as of December 31, 2019. We recorded unrealized foreign currency translation gains in other comprehensive income of $7.1 million during the year ended December 31, 2020 and $12.5 million during the year ended December 31, 2019.\nFor purposes of consolidation, revenue, expenses, gains, and losses related to our foreign operations are translated into U.S. dollars at the average foreign exchange rates for the period. As a result, our consolidated results of operations are exposed to fluctuations in foreign exchange rates as revenue and segment operating income (loss) of our foreign operations, when translated, may vary from period to period, even when the functional currency amounts have not changed. Such fluctuations may adversely impact overall expected profitability and historical period-to-period comparisons. We do not currently hedge our net earnings exposure arising from the translation of our foreign revenue and segment operating income (loss). Refer to \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations - Foreign Exchange Rate Variances\u201d (Part II, Item 7 of this 2020 Form 10-K) for a further discussion.\nA hypothetical change of 10% in the Canadian dollar exchange rate would result in a change to 2020 operating loss of approximately $2.1 million. A hypothetical change of 10% in the British pound exchange rate would result in a change to 2020 operating loss of approximately $1.0 million. A hypothetical change of 10% in the Euro exchange rate would result in a change to 2020 operating loss of approximately $0.4 million.\nWe are exposed to foreign exchange transaction risk, as our foreign subsidiaries have certain revenue transactions denominated in currencies other than the functional currency of the respective subsidiary. From time to time, we utilize forward contracts to mitigate the impact on earnings related to these transactions due to fluctuations in foreign exchange rates. As of December 31, 2020 and 2019, we did not have any outstanding foreign currency forward contracts.\nWe are exposed to short-term and long-term interest rate risk on certain of our debt obligations. A hypothetical change of 10% in interest rates would result in a change to 2020 interest expense of approximately $2 million.\nWe do not currently use derivative financial instruments to hedge cash flows for such obligations.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 884219_2020.htm (CIK: 884219, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00128", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data\nThe data presented in the following table is derived from the audited consolidated financial statements and other information.\nSELECTED FINANCIAL DATA\n(1)Selected financial data includes the operating results of Orbital ATK subsequent to the June 6, 2018 merger date.\n(2)We adopted ASC Topic 842, Leases, on January 1, 2019 using the optional transition method and, as a result, did not recast years prior to 2019.\n(3)Other long-term obligations include pension and other postretirement benefit (OPB) plan liabilities, operating lease liabilities, deferred tax liabilities and other non-current liabilities, including unrecognized tax benefits, deferred compensation and environmental liabilities.\n(4)Adjusted free cash flow is a non-GAAP measure. See \u201cLiquidity and Capital Resources\u201d - \u201cAdjusted Free Cash Flow\u201d in Management\u2019s Discussion and Analysis of Financial Conditions and Results of Operations (MD&A) for our definition of this measure, including a reconciliation of adjusted free cash flow to net cash provided by operating activities.\n(5)We applied the ASC Topic 606 transition practical expedient related to remaining performance obligations for reporting periods presented before the date of initial application. As such, years prior to 2017 have not been restated for the adoption of ASC Topic 606. For comparative purposes, we have recast our backlog as of December 31, 2017 to reflect the impact of ASC Topic 606.\nNORTHROP GRUMMAN CORPORATION\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: deferred tax, tax benefit. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00129", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA.\nWe are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1375348_2020.htm (CIK: 1375348, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00130", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nFactors that could affect future results include the following:\nCOVID-19\nThe company\u2019s business and results of operations will be, and our financial condition may be, impacted by the COVID-19 pandemic and such impact could be materially adverse.\nOn March 11, 2020, the World Health Organization declared COVID-19 a pandemic. The COVID-19 pandemic has negatively impacted the global economy, disrupted global supply chains and workforce participation due to \u201cshelter-in-place\u201d restrictions by various governments worldwide and created significant volatility and disruption of financial markets. The full extent of the impact of the COVID-19 pandemic on our operational and financial performance, including our ability to execute our business strategies and initiatives in the expected time frame, will depend on future developments, including the duration and spread of the pandemic and related restrictions on travel and transportations, the effect on our customers and clients and demand for our products and services; our ability to sell and provide our products and services, including as a result of travel restrictions and people working from home; the ability of our clients to pay for our services and solutions; and any closures of our and our customers\u2019 and clients\u2019 offices and facilities all of which are uncertain and cannot be predicted. Continued impacts of the pandemic could materially adversely impact global economic conditions, our business, results of operations and financial condition, including our cash flow and liquidity, our potential to conduct financings on terms acceptable to us, if at all, and may require significant actions in response, including but not limited to expense reductions or discounting of pricing of our products, in an effort to mitigate such impacts. The full extent of the impact of the pandemic on our business and financial results will depend largely on future developments, including the duration of the spread of the COVID-19 virus, the availability and effectiveness of a vaccine, the impact on capital and financial markets and the related impact on the financial circumstances of our customers, all of which are highly uncertain and cannot be predicted. This situation is changing rapidly, and additional impacts may arise that we are not aware of currently.\nIMPLEMENTATION OF BUSINESS STRATEGY IN INFORMATION TECHNOLOGY MARKETPLACE\nIf the company is unable to attract, motivate and retain experienced personnel in key positions, its future results could be adversely impacted.\nThe company\u2019s ability to retain, train and develop its existing associate base in the skills and solutions required to service its target markets with the appropriate solutions is critical to the company\u2019s future success. The company also needs to attract new talent to augment the skills required to deliver its solutions to its target markets. The failure of the company to attract new talent with the requisite skill set, retain key personnel or implement an appropriate succession plan could adversely impact the company\u2019s ability to successfully carry out its business strategy and retain other key personnel.\nFuture results may be adversely impacted if the company is unable to grow revenue and expand margin in its Digital Workplace Services and Cloud and Infrastructure businesses.\nThe company\u2019s strategy places an emphasis on an industry go-to-market approach with a focus within the company\u2019s Digital Workplace Services and Cloud and Infrastructure businesses on growing revenue, including specifically on higher-value and higher-margin offerings, while growing revenue and increasing margins with its other offerings such as business process outsourcing solutions. The company\u2019s ability to grow revenue and profitability in these businesses will depend on the level of demand for projects and the portfolio of solutions the company offers. It will also depend on an efficient utilization of services delivery personnel. Revenue and", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 746838_2020.htm (CIK: 746838, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00131", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. RISK FACTORS.\nInvesting in our common stock involves a high degree of risk. You should consider carefully the risks and uncertainties described below, together with all of the other information in this Annual Report on Form 10-K, including the consolidated financial statements and the related notes, before deciding to invest in shares of our common stock. If any of the following risks were to materialize, our business, financial condition, results of operations, and future growth prospects could be materially and adversely affected. In that event, the market price of our common stock could decline and you could lose part or all of your investment in our common stock.\nRisks Related to Our Business\nWe have had a history of losses, and we might not be able to achieve or sustain profitability.\nWe have had a history of net losses, including of $24.3 million, $45.5 million, and $52.6 million, for the years ended December 31, 2020, 2019, and 2018, respectively. We cannot predict if we will achieve sustained profitability in the near future or at all. We expect to make significant future expenditures to develop and expand our business. In addition, as a public company, we incur significant legal, accounting, and other expenses that we would not incur as a private company. These expenditures make it harder for us to achieve and maintain future profitability. We might not achieve sufficient revenue to achieve or maintain profitability. We could incur significant losses in the future for a number of reasons, including the other risks described in this Annual Report on Form 10-K, and we may encounter unforeseen expenses, difficulties, complications and delays and other unknown events. Accordingly, we might not be able to achieve or maintain profitability and we may incur significant losses for the foreseeable future.\nOur quarterly operating results have fluctuated in the past and might continue to fluctuate, causing the value of our common stock to decline substantially.\nOur quarterly operating results might fluctuate due to a variety of factors, many of which are outside of our control. As a result, comparing our operating results on a period-to-period basis might not be meaningful. You should not rely on our past results as indicative of our future performance. Moreover, our stock price might be based on expectations of future performance that are unrealistic or that we might not meet and, if our revenue or operating results fall below the expectations of investors or securities analysts, the price of our common stock could decline substantially. For example, on August 4, 2017, the first trading day after we publicly announced our operating results for the second quarter ended June 30, 2017, our stock price dropped $7.10 per share, or approximately 20.5%, to $27.50. Additionally, our stock traded at a multi-year low in March 2020 of $6.09 per share.\nOur operating results have varied in the past. In addition to other risk factors listed in this section, some of the important factors that may cause fluctuations in our quarterly operating results include:\n\u2022\nthe potential economic impact of COVID-19 on our products and services;\n\u2022\nthe extent to which our products and services achieve or maintain market acceptance, including through brokers;\n\u2022\nour ability to hire and retain qualified personnel, including the rate of expansion of our sales force;\n\u2022\nchanges in the regulatory environment related to benefits and healthcare, including in light of the Democratic party winning the U.S. presidency and control of the U.S. Senate, in addition to the House of Representatives;\n\u2022\nour ability to introduce new products and services and enhancements to our existing products and services on a timely basis;\n\u2022\nnew competitors and the introduction of enhanced products and services from competitors;\n\u2022\nthe financial condition of our current and potential customers;\n\u2022\nchanges in customer budgets and procurement policies;\n\u2022\nthe amount and timing of our inv", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1576169_2020.htm (CIK: 1576169, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00132", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION.\nThe information required by this Item is incorporated by reference to the 2021 Proxy Statement.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1359687_2020.htm (CIK: 1359687, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00133", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A - RISK FACTORS\nInvesting in our common stock involves a high degree of risk. Before you invest in our common stock, you should carefully consider the following risks, as well as general economic and business risks, and all of the other information contained in this Report. Any of the following risks could harm our business, operating results and financial condition and cause the trading price of our common stock to decline, which would cause you to lose all or part of your investment. When determining whether to invest, you should also refer to the other information contained in this Report including our financial statements and the related notes thereto.\nRisks Relating to our Business\nWe have incurred significant operating losses since inception and cannot assure you that we will ever achieve or sustain profitability.\nWe have incurred losses from inception and had an accumulated deficit of $7,956,862 as of December 31, 2020 and had a working capital deficit of $4,765,850 as of December 31, 2020. We expect to continue to incur significant expenses and increasing operating and net losses for the foreseeable future. To date, we have financed our operations primarily through debt and equity financings. To date, our primary activities have been limited to, and our limited resources have been dedicated to, performing business and financial planning, raising capital, recruiting personnel, negotiating with business partners and the licensors of our intellectual property and conducting development activities, including the commercialization of our first two Products.\nWe believe that to fully implement our business strategy we need to, among other things, raise approximately or generate revenues of $10.0 million, or some combination thereof. We have never been profitable and do not expect to be profitable in the foreseeable future. Any profitability in the future will be dependent upon the successful development of our business model, of which we can give no assurance of success. We expect our expenses to increase significantly as we pursue our objectives. The extent of our future operating losses and the timing of profitability are highly uncertain, and we expect to continue incurring significant expenses and operating losses over the next several years. Our prior losses have had, and will continue to have, an adverse effect on our stockholders\u2019 equity and working capital. Any additional operating losses may have an adverse effect on our stockholders\u2019 equity, and we cannot assure you that we will ever be able to achieve profitability. Even if we achieve profitability, we may not be able to sustain or increase profitability on a quarterly or annual basis. Our failure to become and remain profitable would depress the value of our company and could impair our ability to raise capital, expand our business, maintain our development efforts, obtain regulatory approvals or continue our operations. Accordingly, we are a highly speculative venture involving significant financial risk.\nSince inception, we have not established any material revenues or operations that will provide financial stability in the long term, and there can be no assurance that we will realize our plans on our projected timetable (or at all) in order to reach sustainable or profitable operations.\nWe are not currently generating any revenue from Product sales, and may never be able to successfully commercialize our NeuroEEG\u2122 and NeuroCap\u2122, or other future Product candidates. Even if we succeed in commercializing any of such Products, we may never generate revenues significant enough to achieve profitability.\nIn 2019, we commenced acting as a distributor of third-party medical devices in Russia (including those purchased from a company affiliated with one of our officers and directors), which resulted in all of our revenue for 2019 and 2020. While we intend to continue the sale of third party medical devices, we do not intend for it to be our primary source of reven", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1662382_2020.htm (CIK: 1662382, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00134", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\nThe selected consolidated financial data should be read in conjunction with \u201cItem 7", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1564708_2020.htm (CIK: 1564708, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00135", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data.\nThe financial statements listed in Item 15(a) are incorporated herein by reference and are filed under this Item 8 as a part of this report and follow the signature pages to this Annual Report on Form 10-K on page.\nItem 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1445815_2020.htm (CIK: 1445815, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00136", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\nOVERVIEW\nCambridge Bancorp (together with its bank subsidiary, unless the context otherwise requires, the \u201cCompany\u201d) is a Massachusetts state-chartered, federally registered bank holding company headquartered in Cambridge, Massachusetts. The Company is a Massachusetts corporation formed in 1983 and has one banking subsidiary, Cambridge Trust Company (the \u201cBank\u201d), formed in 1890. At December 31, 2020, the Company had total assets of approximately $3.9 billion. Currently, the Bank operates 21 private banking offices in Eastern Massachusetts and New Hampshire. The Company\u2019s Wealth Management Group has five offices, one in Boston and Wellesley, Massachusetts and three in New Hampshire in Concord, Manchester, and Portsmouth. The Company\u2019s Assets under Management and Administration as of December 31, 2020 were approximately $4.2 billion. The Bank\u2019s clients consist primarily of small- and medium-sized businesses and retail customers in these communities and surrounding areas throughout Massachusetts and New Hampshire.\nThe Company\u2019s results of operations are largely dependent on net interest income, which is the difference between the interest earned on loans and securities and interest paid on deposits and borrowings. The results of operations are also affected by the level of income and fees from wealth management services, loans, deposits, as well as operating expenses, the provision for credit losses, the impact of federal and state income taxes, and the relative levels of interest rates and economic activity.\nCritical Accounting Policies\nAccounting policies involving significant judgments and assumptions by management, which have, or could have, a material impact on the carrying value of certain assets and impact income, are considered critical accounting policies.\nThe Company considers allowance for credit losses and income taxes to be its critical accounting policies.\nAllowance for credit losses\nThe Company adopted ASU-2016-13 - Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (\u201cASU 2016-13\u201d) during the first quarter of 2020. ASU 2016-13, which has been codified under Topic 326, replaced the previous GAAP method of calculating loan losses. Previously, GAAP required the use of the incurred loss methodology versus ASU 2016-13 which utilizes an expected loss methodology. The use of an expected loss methodology, referred to as the current expected credit loss (\u201cCECL\u201d) methodology, requires institutions to account for potential losses that previously would not have been part of the calculation. The CECL methodology incorporates forecasting in addition to historical and current measures utilized in the prior incurred loss methodology. The measurement of expected credit losses under the CECL methodology is applicable to financial assets measured at amortized cost, including loan receivables, held to maturity and available for sale debt securities.\nUnder the CECL methodology, the allowance for credit losses (\u201cACL\u201d) consists of quantitative and qualitative components. The quantitative component of the ACL is model based and utilizes a forward-looking macroeconomic forecast, complemented by a qualitative component in estimating expected credit losses. The qualitative component of the ACL considers (i) the uncertainty of forward-looking scenarios; (ii) certain portfolio characteristics, such as portfolio concentrations, real estate values, changes in the number and amount of non-accrual and past due loans; and (iii) model limitations; among other factors.\nASU 2016-13 also applies to off-balance sheet credit exposures not accounted for as insurance (loan commitments, standby letters of credit, financial guarantees, and other similar investment;) and net investments in leases recognized by a lessor in accordance with ASU 2016-02 - Leases (Topic 842).\nLosses on loan receivables are estimated a", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00137", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nThis information appears following Item 15 of this Report.\nItem 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1818346_2020.htm (CIK: 1818346, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00138", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nSee Index to Consolidated Financial Statements and Schedules on page hereof.\nItem 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 52428_2020.htm (CIK: 52428, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00139", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nDuring the years ended December 31, 2020 and 2019, the Trustee and the Delaware Trustee received administrative fees from the Trust pursuant to the trust agreement. See the disclosures in the section entitled \u201cLiquidity and Capital Resources - Contractual Obligations\u201d in Item 7 of this report for the amounts of such compensation. The Trust does not have any executive officers, directors or employees. Because the Trust does not have a board of directors, it does not have a compensation committee.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1509228_2020.htm (CIK: 1509228, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00140", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS\nReport of Independent Registered Public Accounting Firm\nTo the Board of Directors and Stockholders of DocuSign, Inc.\nOpinions on the Financial Statements and Internal Control over Financial Reporting\nWe have audited the accompanying consolidated balance sheets of DocuSign, Inc. and its subsidiaries (the \u201cCompany\u201d) as of January 31, 2020 and 2019, and the related consolidated statements of operations and comprehensive loss, of redeemable convertible preferred stock and stockholders\u2019 equity (deficit) and of cash flows for each of the three years in the period ended January 31, 2020, including the related notes (collectively referred to as the \u201cconsolidated financial statements\u201d). We also have audited the Company's internal control over financial reporting as of January 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).\nIn our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of January 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended January 31, 2020 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of January 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.\nChange in Accounting Principle\nAs discussed in Note 1 to the consolidated financial statements, the Company changed the manner in which it accounts for leases effective February 1, 2019.\nBasis for Opinions\nThe Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Annual Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company\u2019s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.\nOur audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our a", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1261333_2020.htm (CIK: 1261333, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00141", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11.\nEXECUTIVE COMPENSATION\nThe information required by this Item is incorporated by reference from our 2021 Proxy Statement.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1559484_2020.htm (CIK: 1559484, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00142", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS.\nWe caution readers that the following important factors, among others, could affect our financial condition, operating results, business prospects or any other aspect of NVE, and could cause our actual results to differ materially from that projected or estimated by us in the forward-looking statements made by us or on our behalf. Although we have attempted to list below the important factors that do or may affect our financial condition, operating results, business prospects, or any other aspect of NVE, other factors may in the future prove to be more important. New factors emerge from time to time and it is not possible for us to predict all of such factors. Similarly, we cannot necessarily assess or quantify the impact of each such factor on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in forward-looking statements.\nRisks Related to our Business\nWe may lose revenue if any of our large customers cancel, postpone, or reduce their purchases.\nWe rely on several large customers for a significant percentage of our revenue. These large customers include Abbott Laboratories, Sonova AG, certain other medical device manufacturers, and certain distributors. Although we have agreements with certain large customers, these agreements do not obligate customers to purchase from us and may not prevent price reductions. Furthermore, orders from our large customers can generally be reduced, postponed, or canceled, and a number of orders have already been delayed or canceled due to the effects of the COVID-19 pandemic. Any decreases in purchases, or the loss of any of our large customers, could have a significant impact on our revenue and our profitability.\nWe risk losing business to our competitors.\nWe have a number of competitors and potential competitors, many of whom have significantly greater financial, technical, and marketing resources than us. We believe that our competition is increasing as the technology and markets mature. This has meant more competitors and more severe pricing pressure. In addition, our competitors may be narrowing or eliminating our performance advantages. We expect these trends to continue, and we may lose business to competitors or it may be necessary to significantly reduce our prices in order to acquire or retain business. These factors could cause a material adverse impact on our financial condition, revenue, gross profit margins, or income.\nFailure to meet stringent customer requirements could result in the loss of key customers and reduce our sales.\nSome of our customers, including certain medical device manufacturers, have stringent technical and quality requirements that require our products to meet certain test and qualification criteria or to adopt and comply with specific quality standards. Certain customers also periodically audit our performance. Failure to meet technical or quality requirements or a negative customer audit could result in the loss of current sales revenue, customers, and future sales.\nWe may lose revenue if we are unable to renew customer agreements.\nWe have agreements with certain customers, including a Supplier Partnering Agreement, as amended, with Abbott Laboratories, which expires January 1, 2021, and Supply Agreement, as amended, with Sonova AG, which expires March 31, 2025. We cannot predict if these agreements will be renewed, or if renewed, under what terms. Although it is possible we could continue to sell products to these customers without formal agreements, an inability to agree on mutually acceptable terms or the loss of these customers could have a significant adverse impact on our revenue and our profitability.\nWe will lose revenue if government contract funding is reduced, delayed, or eliminated.\nA decrease in U.S. Government funded research or disqualification as a vendor to the U.S. Government for any reason could hamper future research and devel", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 724910_2020.htm (CIK: 724910, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00143", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nImmunovant, Inc.\nIndex to Combined and Consolidated Financial Statements\nReport of Independent Registered Public Accounting Firm\nTo the Stockholders and the Board of Directors of Immunovant, Inc.\nOpinion on the Financial Statements\nWe have audited the accompanying combined and consolidated balance sheets of Immunovant, Inc. (the Company) as of March 31, 2020 and 2019, the related combined and consolidated statements of operations, comprehensive loss, stockholders\u2019 equity and cash flows for each of the two years in the period ended March 31, 2020, and the related notes (collectively referred to as the \u201ccombined and consolidated financial statements\u201d). In our opinion, the combined and consolidated financial statements present fairly, in all material respects, the financial position of the Company at March 31, 2020 and 2019, and the results of its operations and its cash flows for each of the two years in the period ended March 31, 2020, in conformity with U.S. generally accepted accounting principles.\nBasis for Opinion\nThese financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company\u2019s internal control over financial reporting. Accordingly, we express no such opinion.\nOur audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\n/s/ Ernst & Young LLP\nWe have served as the Company\u2019s auditor since 2018.\nIselin, New Jersey\nJune 29, 2020\nIMMUNOVANT, INC.\nCombined and Consolidated Balance Sheets\n(In thousands, except share and per share data)\n(1) Retroactively restated for the reverse recapitalization as described in Note 1.\nThe accompanying notes are an integral part of these combined and consolidated financial statements.\nIMMUNOVANT, INC.\nCombined and Consolidated Statements of Operations\n(In thousands, except share and per share data)\n(1) Includes $159 and $3,582 of costs allocated from Roivant Sciences Ltd. for the years ended March 31, 2020 and 2019, respectively.\n(2) Includes $1,381 and $1,180 of costs allocated from Roivant Sciences Ltd. for the years ended March 31, 2020 and 2019, respectively.\n(3) Retroactively restated for the reverse recapitalization as described in Note 1.\nThe accompanying notes are an integral part of these combined and consolidated financial statements.\nIMMUNOVANT, INC.\nCombined and Consolidated Statements of Comprehensive Loss\n(In thousands)\nThe accompanying notes are an integral part of these combined and consolidat", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1764013_2020.htm (CIK: 1764013, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00144", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\n\ufeff\nMarket Risk\n\ufeff\nMarket risk is defined as the risk of loss arising from adverse changes in market valuations resulting from interest rate risk, foreign currency exchange rate risk, commodity price risk and equity price risk. The Company\u2019s primary market risk is equity price risk, interest rate risk and commodity price risk.\n\ufeff\nThe Company\u2019s real estate assets market risk consists primarily of equity pricing risk and secondarily interest rate risk. The Company\u2019s real estate assets are investments in unconsolidated real estate companies, real estate held-for-investment or held-for-sale and real estate inventory. The Company\u2019s financial condition and earnings are affected by changes in real estate values in the markets where the real estate or real estate collateral is located and changes in interest rates which affects the affordability of real estate. As a result, there is exposure to equity pricing and interest rate risk in the real estate market.\n\ufeff\nThe Company\u2019s results of operations are subject to foreign currency exchange risk of the U.S. dollar compared to the Canadian dollar though its ownership of Renin. Renin\u2019s assets, liabilities, revenue and expenses that are denominated in foreign currencies will be affected by changes in the exchange rates between the U.S. dollar and the Canadian dollar. As of December 31, 2020, the Company has not entered into any foreign exchange forward contracts as hedges against foreign currency exchange risk.\n\ufeff\nThe market price of BBX Capital\u2019s Class A Common Stock and Class B Common are important to the valuation and financing capability of BBX Capital.\n\ufeff\nThe Company is affected by interest rates, which are subject to the influence of economic conditions generally, both domestic and foreign, and also to the monetary and fiscal policies of the United States and its agencies, particularly the Federal Reserve. The nature and timing of any changes in such policies or general economic conditions and their effect on the Company and its subsidiaries are unpredictable.\n\ufeff\nAs of December 31, 2020, the Company had fixed interest rate debt of approximately $29.0 million and floating interest rate debt of approximately $45.6 million. The floating interest rates are subject to floors and are generally based either upon the prevailing prime or LIBOR rates. For floating rate financial instruments, interest rate changes generally do not affect the market value of the debt, but do impact earnings and cash flows relating to the debt, assuming other factors are held constant. Conversely, for fixed rate financial instruments, interest rate changes affect the market value of the debt but do not impact earnings or cash flows relating to the debt, assuming other factors are held constant.\n\ufeff\nThe Company is subject to commodity pricing risk in connection with its businesses. Commodity price increases or decreases ultimately result in corresponding changes in raw material prices which could impact our financial condition and results of operations. We have not in the past entered into, and do not currently have any plans to enter into, commodity futures and options contracts to reduce our commodity pricing risk.\n\ufeff\nTo the extent inflationary trends, tightened credit markets or other factors affect interest rates, the Company\u2019s debt service costs may increase. In the event of tightened credit markets, there may be a significant tightening of availability under our existing lines, we may be unable to renew our lines of credit or obtain new facilities. As a result, instability or volatility in the financial markets restricting the availability of credit, including any tightening of the credit markets in connection with the recent COVID-19 pandemic, may adversely impact the Company\u2019s business, results of operations, liquidity, or financial condition.\n\ufeff\nImpact of Inflation\n\ufeff\nThe financial statements and related financial data and notes presented herein have be", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1814974_2020.htm (CIK: 1814974, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00145", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nCONTENTS\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nTo the shareholders and the Board of Directors of Axogen, Inc.\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheets of Axogen, Inc and subsidiaries (the \"Company\") as of December 31, 2020 and 2019, the related consolidated statements of operations, shareholders\u2019 equity, and cash flows, for each of the three years in the period ended December 31, 2020, and the related notes and the schedule listed in the Index at Item 15(a)(2) (collectively referred to as the \"financial statements\"). We also have audited the Company\u2019s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).\nIn our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America, Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.\nBasis for Opinion\nThe Company\u2019s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management\u2019s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on these financial statements and an opinion on the Company\u2019s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.\nOur audit of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.\nDefinition and Limitations of Internal Control over Financial Reporting\nA company\u2019s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliabil", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 805928_2020.htm (CIK: 805928, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00146", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation.\nThe information required by this item will be contained in our Definitive Proxy Statement and is incorporated herein by reference.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1339970_2020.htm (CIK: 1339970, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00147", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nThe following material factors, events and uncertainties may make an investment in the Company speculative or risky and should be reviewed carefully. The Company\u2019s business faces the material risks set forth below; however, these risk factors do not identify all risks the Company faces, and additional risks or uncertainties that are currently unknown or are not currently believed to be material may occur or become material. The occurrence of these or the events and uncertainties described below may, in ways the Company may not be able to accurately predict, recognize, or control, adversely affect the Company\u2019s business, financial condition, operating results, cash flows, liquidity, demand, revenue, growth, prospects, reputation, or stock price. All forward-looking statements made by the Company or on the Company\u2019s behalf are qualified by the risks described below.\nRisks Related to the Jones Act\nRepeal, substantial amendment, or waiver of the Jones Act or its application would have an adverse effect on the Company\u2019s business.\nThe Merchant Marine Act of 1920 (commonly referred to as the Jones Act) regulates all interstate and intrastate marine commerce within the U.S. If the Jones Act was to be repealed, substantially amended, or waived and, as a consequence, competitors were to enter the Hawaii or Alaska markets with lower operating costs by utilizing their ability to acquire and operate foreign-flagged and foreign-built vessels and/or being exempt from other U.S. regulations, the Company\u2019s business would be adversely affected. In addition, the Company\u2019s position as a U.S. citizen operator of Jones Act vessels would be negatively impacted if periodic efforts and attempts by foreign interests to circumvent certain aspects of the Jones Act were ever successful. If maritime cabotage services were included in the General Agreement on Trade in Services, the United States-Mexico-Canada Agreement, the U.S.-EU Trade Agreement or other international trade agreements, or if the restrictions contained in the Jones Act were otherwise altered, the shipping of cargo between covered U.S. ports could be opened to foreign-flagged or foreign-built vessels and could have other adverse impacts. In the past, the Prime Minister of the United Kingdom has suggested that the Jones Act should be a topic of trade negotiations between the U.S. and European Union.\nThe Company\u2019s business would be adversely affected if the Company were determined not to be a U.S. citizen under the Jones Act.\nCertain provisions of the Company\u2019s articles of incorporation protect the Company\u2019s ability to maintain its status as a U.S. citizen under the Jones Act. If non-U.S. citizens were able to defeat such articles of incorporation restrictions and own in the aggregate more than 25 percent of the Company\u2019s common stock, the Company would no longer be considered as a U.S. citizen under the Jones Act. Such an event could result in the Company\u2019s ineligibility to engage in coastwise trade and the imposition of substantial penalties against it, including seizure or forfeiture of its vessels.\nRisks Related to the Company\u2019s Operations\nThe Company\u2019s results of operations have been adversely affected and could in the future be materially adversely impacted by the COVID-19 pandemic and its related economic effects.\nThe COVID-19 pandemic has harmed the U.S. and global economies, shut down or limited many business operations and disrupted manufacturing, supply chains, travel, drayage of containers, and transportation of goods. In the United States and in many other countries worldwide, public health officials and state and local governments have recommended or mandated precautions to mitigate the spread of COVID-19. The full impact of such disruptions on the Company\u2019s business remains uncertain.\nThe pandemic has severely reduced tourism and is expected to continue to limit tourism in the markets the Company serves, including Hawaii, Guam and Alaska, and has led to re", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 3453_2020.htm (CIK: 3453, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00148", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nThe information set forth under the captions \"Executive Compensation,\" \"Summary Compensation Table,\" \"Outstanding Equity Awards at Fiscal Year-End,\" and \"Director Compensation\" in the 2021 Proxy Statement is incorporated herein by reference. The information set forth under the caption \"Corporate Governance-Board of Directors and its Committees-Compensation Committee-Composition of the Compensation Committee\" in the 2021 Proxy Statement is also incorporated herein by reference.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 890547_2020.htm (CIK: 890547, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00149", "source": "edgar", "source_license": "public_domain", "text": "Item 7.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nThis section generally discusses 2020 and 2019 items and year-to-year comparisons between 2020 and 2019. Discussions of 2018 items and year-to-year comparisons between 2019 and 2018 that are not included in this Annual Report on Form 10-K can be found in Item 7 of each Registrant's Annual Report on Form 10-K for the year ended December 31, 2019, which was filed with the SEC on February 19, 2020. The following Management's Discussion and Analysis of Financial Condition and Results of Operations is a combined presentation; however, information contained herein relating to any individual Registrant is filed by such Registrant on its own behalf and each Registrant makes no representation as to information related to the other Registrants.\nItem 7A.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 41091_2020.htm (CIK: 41091, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00150", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION.\nThe following table sets forth certain compensation awarded to, earned by, or paid to the following \u201cnamed executive officers,\u201d which is defined as follows:\n(a)\nall individuals serving as our principal executive officer during the year ended December 31, 2020; and\n(b)\neach of our two other most highly compensated executive officers who were serving as executive officers at the end of the year ended December 31, 2020.\nWe did not have any individuals for whom disclosure would have been required but for the fact that the individual was not serving as an executive officer as of the fiscal year ended December 31, 2020.\n(1)\nThe Company entered into an employment agreement with Mr. Miklos dated January 1, 2015 which provides for compensation for Mr. Miklos in the form of 100,000 shares of the Company's common stock for each year of his service to the Company and any other financial compensation, however, no monetary compensation has been paid to date. The Agreement was amended as of January 1, 2017 to provide the annual compensation at the annual rate of 200,000 shares of Company common stock for services rendered after January 1, 2017, together with a cash payment of $75,000 for each year after January 1, 2017. During the year ended December 31, 2017, no compensation has been paid or accrued to Mr. Miklos in addition to the 200,000 shares of common stock issued at a value of $1 per share. On January 1, 2018, The Company amended the January 1, 2015 Executive and Consulting Agreement with Sandor Miklos, President and member of the Board of Directors for services rendered. The amended agreement dated January 1,2020, calls for annual compensation of 500,000 common shares of the Company fully earned immediately to be assigned and registered fully as at the end of the fiscal year. As reported in the Registrant\u2019s Form 10-Q for the period ended September 30, 2020, Mr. Miklos disclaimed all shares that otherwise would have accrued through September 30, 2020. As of December 31, 2020, 125,000 shares valued at $0.10 per share for a total of $12,500 was issued as compensation for Sandor Miklos. The amended agreement terminated on December 31, 2020.\nThe Company has no stock option, retirement, pension, or profit sharing programs for the benefit of directors, officers or other employees, but our officers and directors may recommend adoption of one or more such programs in the future.\nThe Company does not have a standing compensation committee, audit committee, nomination committee, or committees performing similar functions. We anticipate that we will form such committees of the Board of Directors once we have a full Board of Directors.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1700357_2020.htm (CIK: 1700357, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00151", "source": "edgar", "source_license": "public_domain", "text": "Item 7A: Quantitative and Qualitative Disclosures About Market Risk\nGlobe Net is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this item.\nGNTW - Form 10-K - 2020Page 11\nItem 8:", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1511820_2020.htm (CIK: 1511820, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00152", "source": "edgar", "source_license": "public_domain", "text": "Item 7.Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nOverview\nWe are a publicly traded limited partnership with a diverse set of operations focused primarily in the U.S. Gulf Coast region. Our four primary business lines include:\n\u2022Terminalling, processing, storage and packaging services for petroleum products and by-products including the refining of naphthenic crude oil;\n\u2022Land and marine transportation services for petroleum products and by-products, chemicals, and specialty products;\n\u2022Sulfur and sulfur-based products processing, manufacturing, marketing, and distribution; and\n\u2022NGL marketing, distribution, and transportation services.\nThe petroleum products and by-products we collect, transport, store and market are produced primarily by major and independent oil and gas companies who often turn to third parties, such as us, for the transportation and disposition of these products. In addition to these major and independent oil and gas companies, our primary customers include independent refiners, large chemical companies, and other wholesale purchasers of these products. We operate primarily in the U.S. Gulf Coast region. This region is a major hub for petroleum refining, natural gas gathering and processing, and support services for the exploration and production industry.\nSignificant Recent Developments\nSale of Mega Lubricants.\nOn December 22, 2020, we entered into an asset purchase and sale agreement to sell Mega Lubricants to Stone Oil for $22.4 million. Mega Lubricants is engaged in the business of blending, manufacturing and delivering various marine application lubricants, sub-sea specialty fluids, and proprietary developed commercial and industrial products. The transaction closed on December 22, 2020. The proceeds from the transaction were used to reduce outstanding borrowings under our revolving credit facility.\nExchange Offer and Cash Tender Offer\nOn August 12, 2020, we successfully completed our exchange offer and consent solicitation to certain eligible holders of our 2021 Notes and separate but related cash tender offer and consent solicitation to certain other holders of our 2021 Notes. Please see Note 15 in Part II of this Form 10-K for more information about the exchange offer and related transactions.\nCOVID-19\nCOVID-19 surfaced in late 2019 and has spread around the world, including to the United States. In March 2020, the World Health Organization declared COVID-19 a pandemic. The Partnership continues to prioritize the health and safety of our employees, the businesses we serve, and the communities where we live and work. To support the safety of all of our employees and operations, precautionary measures were implemented to prevent the COVID-19 virus from spreading in our workplace or the locations we serve, including suspending non-essential travel, limiting the number of employees attending meetings, reducing the number of people at our locations at any one time, monitoring the health of all employees, and implementing work-from-home initiatives for all eligible employees. Further, we continue to provide awareness training for all of our drivers, vessel crews, blending operators and other affected personnel regarding preventative measures in or around our docks, vessels, and trucks and locations to which they are delivering. Our communication lines are open 24/7 for the environmental health and safety division, land and marine logistics, and sales and marketing teams.\nDue to the economic impacts of the COVID-19 pandemic, the markets experienced a decline in oil prices in response to oil demand concerns. These concerns were further exacerbated by the price war among members of OPEC and other non-OPEC producer nations during the first quarter of 2020 and global storage considerations. Travel restrictions and stay-at-home orders implemented by governments in many regions and countries across the globe, including the United States, have greatly impacted the demand fo", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1176334_2020.htm (CIK: 1176334, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00153", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nInformation concerning executive compensation may be found under the captions \u201cExecutive Compensation\u201d and \u201cDirector Compensation,\u201d in the 2020 Proxy Statement. Such information is incorporated herein by reference.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 832988_2020.htm (CIK: 832988, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00154", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7: MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION\nWhen used in this Annual Report, the words \u201cmay,\u201d \u201cwill,\u201d \u201cexpect,\u201d \u201canticipate,\u201d \u201ccontinue,\u201d \u201cestimate,\u201d \u201cproject,\u201d \u201cintend,\u201d and similar expressions are intended to identify forward-looking statements regarding events, conditions, and financial trends that may affect our future plans of operations, business strategy, operating results, and financial position. Persons reviewing this Annual Report are cautioned that any forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties and actual results may differ materially from those included within the forward-looking statements as a result of various factors.\nOur future results and shareholder values may differ materially from those expressed in these forward-looking statements. Many of the factors that will determine these results and values are beyond our ability to control or predict. We may be required to update these forward-looking statements from time to time as circumstances change; however, we undertake no duty to do so.\nPlan of Operation\nWe discontinued our business operations comprising the Engineering and Environmental Divisions\u2019 operations in February 2018 when our former CEO died.\nWe now intend to focus our efforts on the TOR-technology business described in ITEM 1. BUSINESS above.\nResults of Operations\nYear Ended March 31, 2020, Compared to Year Ended March 31, 2019\nDuring the fiscal year ended March 31, 2018, we terminated our environmental remediation business and commenced our TORtec technology business. As a result we reclassed these operations to discontinued operations. During the year ended March 31, 2020, we had income of $6,858 from discontinued operations due to the relief of various liabilities for which the statute of limitations had expired. We had no such income during the fiscal year ended March 31, 2019.\nDuring the fiscal years ended March 31, 2020 and 2019, we incurred $302,328 and $60,332 in research and development costs related to the development of our Tornado M, respectively. The Company is continuing to make improvements to the Tornado M in order to prepare it for production.\nGeneral and administrative expenses during the fiscal year ended March 31, 2020, were $110,550, compared to $137,224 during the fiscal year ended March 31, 2019, a decrease of $26,674. The decrease in general and administrative expenses was related to a decrease in professional fees related to filing requirements in connection with the acquisition of TORtec Group which was implemented during the prior fiscal year.\nAt March 31, 2020, based upon some preliminary tests of the Company\u2019s Tornado M, management determined that a significant portion of the unit\u2019s core needed replacement. Thus, the Company recorded an impairment loss of $389,000, which represented the cost of the equipment replaced.\nWe had other expenses, which primarily consisted of interest expense of $120 in fiscal 2019 which, primarily related to the decrease in the balance owed to a related entity due to the amounts being converted into common stock in fiscal 2018. There was no interest expense incurred in the fiscal year ended March 31, 2020. All obligations outstanding at March 31, 2020, are considered short term, due on demand and do not incur interest.\nIn the fiscal year ended March 31, 2020 we experienced a net loss of $795,020, or approximately $0.01 per share, compared to a net loss of $197,676, or approximately $0.00 per share, in the fiscal year ended March 31, 2019. The increase in net loss in the current period is largely due to the expense associated with the fair value of shares issued in connection with research and development services performed in connection with developing the TORtec Group assets as well as the impairment of property and equipment related to the Company's Tornado M.\nLiquidity and Capital Resources\nCurrent assets at March 31, 2020, i", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1560905_2020.htm (CIK: 1560905, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00155", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nOVERVIEW AND TREND INFORMATION\nThe following discussion includes statements that are forward-looking in nature. Whether such statements ultimately prove to be accurate depends upon a variety of factors that may affect our business and operations. Certain of these factors are discussed in \u201cItem 1A. Risk Factors.\u201d\nWe currently operate in two reportable operating segments, both of which are performed though our OmniMetrix subsidiary:\n\u25cf The PG segment which provides wireless remote monitoring and control systems and services for critical assets as well as Internet of Things applications; and\n\u25cf The CP segment which provides for remote monitoring of cathodic protection systems on gas pipelines for gas utilities and pipeline companies.\nThe following analysis should be read together with the segment information provided in Note 11 to our consolidated financial statements included in this report.\nOmniMetrix\nFollowing the emergence of M2M and IoT applications whereby companies aggregate multiple sensors and monitors into a simplified dashboard for customers, OmniMetrix believes it plays a key role in this economic ecosystem. In addition, OmniMetrix sees a rapidly growing need for backup power infrastructure to secure critical military, government, and private sector assets against emergency events including terrorist attacks, natural disasters, and cybersecurity threats. As residential, commercial and industrial standby generators, turbines, compressors, pumps, pumpjacks, light towers and other industrial equipment are part of the critical infrastructure increasingly becoming monitored in IoT applications, and given that OmniMetrix monitors all major brands of critical equipment and continues to invest in research and development in response to customer and potential customer feedback, OmniMetrix believes it is well-positioned as a competitive participant in this market to continue to grow its customer base and expand its product offerings.\nOmniMetrix Line of Credit\nIn March 2019, OmniMetrix reinstated its loan and security agreement which provided OmniMetrix with access to accounts receivable formula-based financing of the lesser of 75% of eligible receivables or $1 million. Debt incurred under this financing arrangement bore interest at the greater of 6% and prime plus 1.5% per year. In addition, OmniMetrix was to pay a monthly service charge of 0.75% of the average aggregate principal amount outstanding for the prior month, for an effective rate of interest on advances of 15%. OmniMetrix also agreed to maintain a minimum loan balance of $150,000 in its line-of-credit with the lender for a minimum of two years beginning March 1, 2019. The monthly service charge and interest was calculated on the greater of the outstanding balance or $150,000. From time to time, the balance outstanding could fall below $150,000 based on collections applied against the loan balance and the timing of loan draws.\nOmniMetrix had an outstanding balance of approximately $149,000 at December 31, 2020, pursuant to the loan and security agreement. We repaid the outstanding balance in February 2021 and elected not to renew this line of credit, which expired in accordance with its terms on February 28, 2021.\nSmall Business Administration Paycheck Protection Program (\u201cSBA PPP\u201d)\nOn April 24, 2020, Acorn Energy, Inc. received SBA PPP loan proceeds in the amount of $41,600.\nOn April 30, 2020, OmniMetrix, LLC received SBA PPP loan proceeds in the amount $419,800.\nUnder the SBA PPP of the Coronavirus Aid, Relief and Economic Security Act (the \u201cAct\u201d), up to the full principal amount of a loan and any accrued interest can be forgiven if the borrower uses all of the loan proceeds for forgivable purposes (payroll, benefits, lease/mortgage payments and/or utilities) required under the Act and any rule, regulation, or guidance issued by the SBA pursuant to the Act (collectively, the", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 880984_2020.htm (CIK: 880984, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00156", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION.\nOverview\nThis section describes the material elements of the compensation awarded to, earned by or paid to our Chief Executive Officer and our Chief Financial Officer, collectively referred to as the \u201cNamed Executive Officers.\u201d We did not have any other executive officers, as determined in accordance with SEC rules, during 2020.\nSummary Compensation Table for Fiscal 2020 and 2019\nThe following table provides information regarding the compensation earned during the fiscal years ended December 31, 2020 and December 31, 2019 by each of the Named Executive Officers:\n(1) Represents the actual compensation cost granted during 2020 and 2019 as determined pursuant to FASB ASC 718, Stock Compensation.\n(2) On December 1, 2016, Dr. Schwartz was appointed Chief Executive Officer. Dr. Schwartz received a salary increase to $460,000 annually on September 23, 2020 retroactively effective to July 1, 2020. Dr. Schwartz received 300,000 restricted stock units on September 23, 2020, payable in shares of common stock and vesting in equal annual installments over three years. Dr. Schwartz opted to take nine months of his 2019-year salary as stock options in lieu of cash. Dr. Schwartz received options to purchase 47,702 shares of common stock in lieu of a cash salary in 2019. The shares all vest at the time of grant and range in price from $1.54 per share to $7.90 per share for 2019 grants.\n(3) Mr. Myers received a salary increase to $345,000 annually on September 23, 2020 retroactively effective to July 1, 2020. Mr. Myers received 100,000 restricted stock units on September 23, 2020, payable in shares of common stock and vesting in equal annual installments over three years. Mr. Myers received a salary increase on August 1, 2019 to an annualized amount of $300,000. Mr. Myers received $19,250 paid in 2019 for 2018 accrued bonus. Mr. Myers received options to purchase 16,600 shares of common stock vesting over two (2) years in eight (8) equal installments priced at $1.54 per share.\nOutstanding Equity Awards at Fiscal Year-end for Fiscal 2020\nThe following table sets forth certain information regarding outstanding equity awards held by the named executive officers as of December 31, 2020:\nExecutive Compensation Components for Fiscal 2020\nBase Salary. Base salary is an important element of our executive compensation program as it provides executives with a fixed, regular, non-contingent earnings stream to support annual living and other expenses. As a component of total compensation, we generally set base salaries at levels believed to attract and retain an experienced management team that will successfully grow our business and create stockholder value. We also utilize base salaries to reward individual performance and contributions to our overall business objectives but seek to do so in a manner that does not detract from the executives\u2019 incentive to realize additional compensation through our stock options.\nThe Compensation Committee reviews the Chief Executive Officer\u2019s salary at least annually. The Compensation Committee may recommend adjustments to the Chief Executive Officer\u2019s base salary based upon the Compensation Committee\u2019s review of his current base salary, incentive cash compensation and equity-based compensation, as well as his performance and comparative market data. The Compensation Committee also reviews other executives\u2019 salaries throughout the year, with input from the Chief Executive Officer. The Compensation Committee may recommend adjustments to other executives\u2019 base salary based upon the Chief Executive Officer\u2019s recommendation and the reviewed executives\u2019 responsibilities, experience, and performance, as well as comparative market data.\nIn utilizing comparative data, the Compensation Committee seeks to recommend salaries for each executive at a level that is appropriate after giving consideration to experience for the relevant position and the executive\u2019s performance. The Compensation Committee", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1446159_2020.htm (CIK: 1446159, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00157", "source": "edgar", "source_license": "public_domain", "text": "Item 7A - Quantitative and Qualitative Disclosures about Market Risk\nThe market risk inherent in our financial instruments and positions is the potential loss arising from adverse changes in marketable equity security prices, interest rates and foreign currency exchange rates.\nMarketable Securities\nMarketable securities at February 29, 2020, which are related to the Company's deferred compensation plan, are recorded at fair value of $2,282 and have exposure to price fluctuations. This risk is estimated as the potential loss in fair value resulting from a hypothetical 10% adverse change in prices quoted by stock exchanges and amounts to $228 as of February 29, 2020. Actual results may differ.\nInterest Rate Risk\nOur earnings and cash flows are subject to fluctuations due to changes in interest rates on investment of available cash balances in money market funds and investment grade corporate and U.S. government securities. In addition, our bank loans expose us to changes in short-term interest rates since interest rates on the underlying obligations are either variable or fixed. In connection with our Florida Mortgage, we have debt outstanding in the amount of $7,614 at February 29, 2020. Interest on the Florida Mortgage is charged at 70% of 1-month LIBOR plus 1.54%. We have an interest rate swap for the Florida Mortgage with a notional amount of $7,614 at February 29, 2020 which locks the interest rate at 3.48% (inclusive of credit spread) through the mortgage end date of March 2026.\nForeign Exchange Risk\nVoxx conducts business in various non-U.S. countries including Germany, Canada, China, Denmark, the Netherlands and France and thus is exposed to market risk for changes in foreign currency exchange rates. As a result, we have exposure to various foreign currency exchange rate fluctuations for revenues generated by our operations outside of the U.S., which can adversely impact our net income and cash flows. A hypothetical 10% adverse change in the foreign currency rates for our international operations would have resulted in a negative impact on sales and net income of approximately $7,500 and $610, respectively, for the year ended February 29, 2020.\nWhile the prices we pay for products purchased from our suppliers are principally denominated in United States dollars, price negotiations depend in part on the foreign currency of foreign manufacturers, as well as market, trade and political factors. The Company also has exposure related to transactions in which the currency collected from customers is different from the currency utilized to purchase the product sold in its foreign operations, and U. S. dollar denominated purchases in its foreign subsidiaries. The Company enters forward contracts to hedge certain euro-related transactions. The Company minimizes the risk of nonperformance on the forward contracts by transacting with major financial institutions. During Fiscal 2020, 2019, and 2018, the Company held forward contracts specifically designated for hedging (see Note 1(e) of the Notes to Consolidated Financial Statements). As of February 29, 2020 and February 28, 2019, unrealized gains of $331 and $708, respectively, were recorded in other comprehensive income associated with these contracts. A hypothetical 10% adverse change in the fair value of our forward exchange contracts would have resulted in a negative impact of $17 on the fair value of our forward exchange contracts at February 28, 2019. There were no foreign currency hedge contracts outstanding at February 29, 2020.\nWe are also subject to risk from changes in foreign currency exchange rates from the translation of financial statements of our foreign subsidiaries and for long-term intercompany loans with the foreign subsidiaries. These changes result in cumulative translation adjustments, which are included in accumulated other comprehensive (loss) income. At February 29, 2020, we had translation exposure to various foreign currencies with the most significant b", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 807707_2020.htm (CIK: 807707, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00158", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nExecutive Officer and Director Compensation\nNone of our executive officers or directors has received any cash compensation for services rendered to us. Commencing on the date that our securities were first listed on the Nasdaq and through the earlier of the consummation of our initial business combination and our liquidation, we began to reimburse an affiliate of our sponsor for office space, secretarial and administrative services provided to us in the amount of $40,000 per month; provided, that if we complete our initial business combination prior to 24 months following the closing of our Initial Public Offering, then at the closing of the business combination, we will pay to such affiliate an amount equal to $960,000 less any amounts previously paid under the administrative services agreement. In addition, our sponsor, executive officers and directors, or their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee reviews on a quarterly basis all payments that were made by us to our sponsor, executive officers or directors, or their affiliates. Any such payments prior to an initial business combination will be made using funds held outside the trust account. Other than quarterly audit committee review of such reimbursements, we do not expect to have any additional controls in place governing our reimbursement payments to our directors and executive officers for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection with identifying and consummating an initial business combination. Other than these payments and reimbursements, no compensation of any kind, including finder\u2019s and consulting fees, will be paid by the company to our sponsor, executive officers and directors, or their respective affiliates, prior to completion of our initial business combination.\nAfter the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our shareholders in connection with a proposed business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed business combination, because the directors of the post-combination business will be responsible for determining executive officer and director compensation. Any compensation to be paid to our executive officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors.\nWe do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our executive officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management\u2019s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1829953_2020.htm (CIK: 1829953, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00159", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION.\nThe information required by Item 11 is hereby incorporated by reference from our definitive Proxy Statement relating to our 2021 Annual Meeting of Stockholders, to be filed with the SEC within 120 days following the end of our fiscal year.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1572694_2020.htm (CIK: 1572694, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00160", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial and Operational Data (1)\n______________________________\n(1)The historical selected financial and operational data should be read together with Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations, and Item 8, Financial Statements and Supplementary Data included in this Form 10-K.\n(2)Working capital equals current assets less current liabilities.\n(3)EBITDA (a non-GAAP financial measure) is calculated as net income before interest expense, income taxes, depreciation and amortization. The body of accounting principles generally accepted in the United States is commonly referred to as \"GAAP.\" For this purpose, a non-GAAP financial measure is generally defined by the Securities and Exchange Commission (\"SEC\") as one that purports to measure historical or future financial performance, financial position or cash flows that (1) excludes amounts, or is subject to adjustments that have the effect of excluding amounts, that are included in the most directly comparable measure calculated and presented in accordance with GAAP in the statement of income, balance sheet or statement of cash flows (or equivalent statements) of the registrant; or (2) includes amounts, or is subject to adjustments that have the effect of including amounts, that are excluded from the most directly comparable measure so calculated and presented. In this report, we disclose non-GAAP financial measures, primarily earnings before interest, taxes, depreciation and amortization (\"EBITDA\"). The non-GAAP financial measures described in this Form 10-K are not substitutes for the GAAP measures of earnings and cash flows. EBITDA is included in this Form 10-K because our management considers it an important supplemental measure of our performance and believes that it is frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industry, some of which present EBITDA when reporting their results. We regularly evaluate our performance as compared to other companies in our industry that have different financing and capital structures and/or tax rates by using EBITDA. In addition, we utilize EBITDA in evaluating acquisition targets. Management also believes that EBITDA is a useful tool for measuring our ability to meet our future debt service, capital expenditures and working capital requirements, and EBITDA is commonly used by us and our investors to measure our ability to service indebtedness. EBITDA is not a substitute for the GAAP measures of net income, income from operations and net cash provided by operating activities and is not necessarily a measure of our ability to fund our cash needs. In addition, it should be noted that companies calculate EBITDA differently and, therefore, EBITDA as presented for us may not be comparable to EBITDA reported by other companies. EBITDA has material limitations as a performance measure because it excludes interest expense, depreciation and amortization and income taxes. The following table reconciles EBITDA to net income, income from operations and net cash provided by operating activities.\nReconciliation of EBITDA to Net Income, Income from Operations and Net Cash Provided by Operating Activities\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax rate. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00161", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. Executive Compensation\nThis Item is incorporated by reference to our definitive proxy statement on Schedule 14A, to be filed with the Securities and Exchange Commission in connection with the solicitation of proxies from the Registrant\u2019s 2021 Annual Meeting of Stockholders.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1550695_2020.htm (CIK: 1550695, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00162", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.\nThe following discussion and analysis of results of operations and financial condition should be read in conjunction with the consolidated financial statements and notes thereto appearing elsewhere in this Annual Report on Form 10-K.\nOVERVIEW\nEastGroup\u2019s goal is to maximize shareholder value by being a leading provider in its markets of functional, flexible and quality business distribution space for location-sensitive customers (primarily in the 15,000 to 70,000 square foot range). The Company develops, acquires and operates distribution facilities, the majority of which are clustered around major transportation features in supply-constrained submarkets in major Sunbelt regions. The Company\u2019s core markets are in the states of Florida, Texas, Arizona, California and North Carolina.\nImpact of the COVID-19 Pandemic\nOn March 11, 2020, the World Health Organization characterized the COVID-19 outbreak as a pandemic. Global, national and local economies continue to be impacted by the pandemic and the mitigation efforts to combat the spread of COVID-19.\nDuring the course of the COVID-19 pandemic, the United States has experienced, and may continue to experience, significant health, social and economic impacts from COVID-19. EastGroup\u2019s operations, occupancy and rent collections have remained substantially stable during this period. As of February 16, 2021, the Company has received rent relief requests, primarily in the form of payment deferral requests, from approximately 28% of its customers based on rental revenue. These requests have largely ended; for comparison, this is only a slight increase from 26% at the end of April 2020 during the beginning of the pandemic. To date, approximately 18% of these requests have been granted some form of relief, which represents approximately 5% of the Company\u2019s customers on a square foot basis. The Company has executed rent deferral agreements totaling $1.7 million, which represents approximately 0.4% of the Company\u2019s 2020 revenue. The deferrals all relate to 2020 rental income with no future period deferred rents. The terms differ for each deferral agreement, and all deferred rent payments that were due through December 31, 2020 have been collected with the exception of $27,000. As of February 16, 2021, 59% of total deferred rent has been collected. Under modified COVID-19-related guidance provided by the Financial Accounting Standards Board (\u201cFASB\u201d), rental income for the majority of these deferral agreements ($1.4 million of the $1.7 million) qualifies to be recognized as rental income in the periods in which it was charged under the original terms of the leases. When requests were made, they were handled on a case-by-case basis, and the Company\u2019s responses were dependent on its understanding of the financial strength of the customer, the operational and earnings impacts being experienced by the customer, and the customer\u2019s ability or inability to obtain capital through debt or equity issuances, government assistance programs or by other means. As of February 16, 2021, rent payment deferrals representing approximately 0.4% of the Company's 2020 revenue have not been significant; the Company is continuing to actively monitor the evolving COVID-19 situation and its impact on the Company\u2019s cash flows and operations.\nAs of February 16, 2021, the Company\u2019s rent collection and rent payment deferral status was as follows:\n(1) Customer payments are received daily. The collection information presented is current through February 16, 2021, and the Company anticipates continuing to receive payments which will increase the % of Rent Collected.\n(2) Represents the period of February 1, 2021 through February 16, 2021 and assumes collections from government-related tenants. For comparison, as of February 16, 2021, February rental receipts are slightly higher than the January rental receipts were as of January 16, ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 49600_2020.htm (CIK: 49600, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00163", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nMarket Risk and Risk Management\nIn the normal course of business, we have exposures to interest rate risk from our investments, credit facility, and foreign exchange rate risk related to our foreign operations and foreign currency transactions.\nInterest Rate Risk\nOur market risk exposure relates to changes in interest rates in our investment portfolio and credit facility. We generally place our investments with high-credit quality issuers and by policy are averse to principal loss and seek to protect and preserve our invested funds by limiting default risk, market risk, and reinvestment risk.\nAs of December 31, 2020, our investments consisted primarily of certificates of deposit with maturity of less than one year. As a measurement of the sensitivity of our portfolio and if our investment portfolio balances remain constant, a hypothetical decrease of 100 basis points (1%) in interest rates would decrease annual pre-tax earnings by a nominal amount.\nAs of December 31, 2020, we had $323.8 million of borrowings under our Credit Facility at a rate based on a reserve adjusted Eurodollar Rate or a Base Rate plus an applicable margin. Our quarterly commitments of interest payments are impacted by an increase or decrease of interest rate fluctuations.\nIn April 2020, the Company executed interest rate swap contracts with independent financial institutions to partially reduce the variability of cash flows in LIBOR indexed debt interest payments on our Term Loan Facility (under the Company\u2019s existing Credit Agreement dated as of September 10, 2019). These transactions are accounted for as cash flow hedging instruments.\nThe interest rate swap contracts fixed 85% of the outstanding principal balance on our term loan to a total interest rate of 1.271%. This is comprised of 0.521% average fixed rate per annum in exchange for a variable interest rate based on one-month USD-LIBOR-BBA plus the credit spread in the Company\u2019s existing Credit Agreement, which is 75 basis points at current leverage ratios.\nIf our $323.8 million in borrowings had been outstanding for the full year ended December 31, 2020, a hypothetical increase of 100 basis points (1%) in interest rates would increase our commitments by $3.2 million.\nForeign Currency Exchange Rate Risk\nWe are impacted by changes in foreign currency exchange rates through sales and purchasing transactions when we sell products and purchase materials in currencies different from the currency in which product and manufacturing costs were incurred. The functional currencies of our worldwide facilities primarily include the USD, EUR, KRW, TWD, ILS, GBP, and CNY. Our purchasing and sales activities are primarily denominated in the USD, JPY, EUR, and CNY. We may be impacted by changes in the relative buying power of our customers, which may impact sales volumes either positively or negatively. As these currencies fluctuate against each other, and other currencies, we are exposed to foreign currency exchange rate risk on sales, purchasing transactions and labor.\nAcquisitions are a large component of our capital deployment strategy. A significant number of acquisition target opportunities are located outside the U.S. and their value may be denominated in foreign currency. Changes in exchange rates therefore may have a material impact on their valuation in USD and may impact our view of their attractiveness.\nFrom time to time, we may enter into foreign currency exchange rate contracts to hedge against changes in foreign currency exchange rates on assets and liabilities expected to be settled at a future date, including foreign currency, which may be required for a potential foreign acquisition. Market risk arises from the potential adverse effects on the value of derivative instruments that result from a change in foreign currency exchange rates. We may enter into foreign currency forward contracts to manage the exchange rate risk associated", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 927003_2020.htm (CIK: 927003, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00164", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7: MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nThe following is management\u2019s discussion and analysis of certain significant factors which have affected our financial position and operating results during the periods included in the accompanying consolidated financial statements and should be read in conjunction with those consolidated financial statements. This section of this 10-K generally discusses 2020 and 2019 items and year-to-year comparisons between 2020 and 2019. Discussions of 2018 items and year-to-date comparisons between 2019 and 2018 that are not included in this Form 10-K, can be found in \u2018Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u2019 in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 28, 2019.\nCOVID-19 Pandemic\nThe emergence of the coronavirus (COVID-19) around the world, and particularly in the United States and Canada, presents significant risks to the Company, not all of which the Company is able to fully evaluate or even foresee at the current time. The COVID-19 pandemic adversely affected the Company\u2019s financial results and business operations in the Company\u2019s fiscal year ended December 26, 2020, as noted below, and economic and health conditions in the United States and across most of the globe have continued to change throughout the year. Notably, a substantial number of the Company\u2019s franchised store locations were temporarily closed to in-store consumer activities for a portion of 2020. Such temporary store closings may reoccur and customer traffic at those locations operational may continue to be reduced and may not return to historical levels in the near term depending on the duration and severity of the COVID-19 pandemic, the length of time it takes for normal economic and operating conditions to resume, additional governmental actions that may be taken and/or the re-imposition of restrictions that have been imposed to date, and numerous other uncertainties. The resulting economic disruption could also affect our ability to generate leasing revenue from new and existing leasing customers through reduced equipment leases and possible increases in defaults by existing leasing customers.\nThe COVID-19 pandemic has affected the Company\u2019s operations in 2020, and may continue to do so indefinitely thereafter. All of these factors may have far reaching impacts on the Company\u2019s business, operations, and financial results and conditions, directly and indirectly, including without limitation impacts on the health of the Company\u2019s management and employees, its franchisees and leasing customers, customer and consumer behaviors, and on the overall economy. The scope and nature of these impacts, most of which are beyond the Company\u2019s control, continue to evolve and the outcomes are uncertain.\nManagement cannot predict the full impact of the COVID-19 pandemic on the Company\u2019s franchisees or leasing customers nor to economic conditions generally, including the effects on consumer spending. The ultimate extent of the effects of the COVID-19 pandemic on the Company is highly uncertain and will depend on future developments, and such effects could exist for an extended period of time even after the pandemic might end.\nOverview\nAs of December 26, 2020, we had 1,264 franchises operating under the Plato\u2019s Closet, Once Upon A Child, Play It Again Sports, Style Encore and Music Go Round brands and had a leasing portfolio of $13.3 million. Management closely tracks the following financial criteria to evaluate current business operations and future prospects: royalties, leasing activity, and selling, general and administrative expenses.\nOur most significant source of franchising revenue is royalties received from our franchisees. During 2020, our royalties decreased $5.1 million or 10.0% compared to 2019, due to reduced franchisee retail sales resulting from the COVID-19 pandemic.\nLeasing income net of ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 908315_2020.htm (CIK: 908315, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00165", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nTIMBERLAND BANCORP, INC. AND SUBSIDIARY\nIndex to Consolidated Financial Statements\nReport of Independent Registered Public Accounting Firm\nTo the Board of Directors and Shareholders of\nTimberland Bancorp, Inc.\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheets of Timberland Bancorp, Inc. and Subsidiary (collectively, \"the Company\") as of September 30, 2020 and 2019, and the related consolidated statements of income, comprehensive income, shareholders' equity, and cash flows for each of the years in the three-year period ended September 30, 2020, and the related notes (collectively referred to as \"the financial statements\"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2020 and 2019, and the results of its operations and its cash flows for each of the years in the three-year period ended September 30, 2020, in conformity with accounting principles generally accepted in the United States of America (U.S.).\nBasis for Opinion\nThese financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.\nOur audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\n/s/ Delap LLP\nWe have served as the Company's auditor since 2010.\nLake Oswego, Oregon\nDecember 9, 2020\nConsolidated Balance Sheets\n(Dollars in Thousands, Except Per Share Amounts)\nTimberland Bancorp, Inc. and Subsidiary\nSeptember 30, 2020 and 2019\nSee notes to consolidated financial statements\nConsolidated Balance Sheets (continued)\n(Dollars in Thousands, Except Per Share Amounts)\nTimberland Bancorp, Inc. and Subsidiary\nSeptember 30, 2020 and 2019\nSee notes to consolidated financial statements\nConsolidated Statements of Income\n(Dollars in Thousands, Except Per Share Amounts)\nTimberland Bancorp, Inc. and Subsidiary\nYears Ended September 30, 2020, 2019 and 2018\nSee notes to consolidated financial statements\nConsolidated Statements of Income (continued)\n(Dollars in Thousands, Except Per Share Amounts)\nTimberland Bancorp, Inc. and Subsidiary\nYears Ended September 30, 2020, 2019 and 2018\nSee notes to consolidated financial statements\nConsolidated Statements of Comprehensive Income\n(Dollars in Thousands)\nTimberland Bancorp, Inc. and Subsidiary\nYears Ended September 30, 2020, 201", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1046050_2020.htm (CIK: 1046050, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00166", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11 - EXECUTIVE COMPENSATION\nThe information required by Item 11 is incorporated by reference herein to the Proxy Statement sections entitled \"Directors and Corporate Governance - Director Compensation,\" \"Compensation Discussion and Analysis,\" \"Executive Compensation,\" \"Compensation Committee Interlocks and Insider Participation\" and \"Compensation Committee Report.\" Notwithstanding anything indicating the contrary set forth in this Report, the \"Compensation Committee Report\" section of the Proxy Statement shall be deemed to be \"furnished\" not \"filed\" for purposes of the Securities Exchange Act of 1934, as amended.\nITEM 12", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 842162_2020.htm (CIK: 842162, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00167", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nThe following risks could affect (and in some cases have affected) the Company's actual results and could cause such results to differ materially from current estimates or expectations:\nIndustry Risks\nChanges in consumer buying habits and preferences for products could have an effect on our sales volumes.\nChanging consumer dietary habits and preferences have impacted sales growth for many of the food and beverage products the Company packages. Preferences are constantly changing based on, among other factors, convenience, cost and health considerations, as well as environmental and social concerns and perceptions. If these trends continue and the Company is unable to adapt to the trends, then the Company\u2019s financial results could be adversely affected.\nThe Company's financial results could be adversely impacted if there are significant increases in prices for raw materials, energy, transportation and other necessary supplies, and the Company is unable to raise prices, or improve productivity to reduce costs.\nLimitations on the availability of, and increases in, the costs of raw materials, including secondary fiber, petroleum-based materials, energy, wood, transportation and other necessary goods and services, could have an adverse effect on the Company's financial results. Because negotiated sales contracts and the market largely determine the pricing for its products, the Company is at times limited in its ability to raise prices and pass through to its customers any inflationary or other cost increases that the Company may incur.\nThe Company uses productivity improvements to reduce costs and offset inflation. These include global continuous improvement initiatives that use statistical process control to help design and manage many types of activities, including production and maintenance. The Company's ability to realize anticipated savings from these improvements is subject to significant operational, economic and competitive uncertainties and contingencies, many of which are beyond the Company's control. If the Company cannot successfully implement cost savings plans, it may not be able to continue to compete successfully against other manufacturers. In addition, any failure to generate the anticipated efficiencies and savings could adversely affect the Company's financial results.\nCompetition and product substitution could have an adverse effect on the Company's financial results.\nThe Company competes with other paperboard manufacturers and carton converters, both domestically and internationally. The Company's products compete with those made from other manufacturers' CUK, as well as SBS and CRB, and other board substrates. Substitute products include plastic, shrink film and corrugated containers. In addition, while the Company has long-term relationships with many of its customers, the underlying contracts may be re-bid or renegotiated from time to time, and the Company may not be successful in renewing such contracts on favorable terms or at all. The Company works to maintain market share through efficiency, product innovations and strategic sourcing to its customers; however, pricing and other competitive pressures may occasionally result in the loss of a customer relationship.\nOperational Risks\nThe Company\u2019s financial results could be adversely impacted by global events outside the Company\u2019s control, such as the current COVID-19 pandemic.\nAs a result of global events such as the current COVID-19 pandemic, there could be unpredictable disruptions to the Company\u2019s operations that could reduce its future revenues and negatively impact the Company\u2019s financial condition. The COVID-19 pandemic may result in supply chain and transportation disruptions to and from our facilities and affected employees could impact the Company\u2019s ability to operate its facilities and distribute products to its customers in a timely fashion. In addition, the COVID-19 pandemic has resulted in extreme volatility and disrupt", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1005011_2020.htm (CIK: 1005011, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00168", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nThe information called for by Item 8 is found in a separate section of this Report starting on pages. See the \u201cIndex to Financial Statements\u201d on page.\nITEM 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1824993_2020.htm (CIK: 1824993, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00169", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nThe information required by this item is incorporated by reference to our Proxy Statement relating to our 2021 Annual Meeting of Stockholders. The Proxy Statement will be filed with the Securities and Exchange Commission within 120 days of the fiscal year ended December 31, 2020.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1447669_2020.htm (CIK: 1447669, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00170", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nThe following discussion and analysis should be read in conjunction with our audited annual consolidated financial statements and the related notes that appear elsewhere in this Annual Report on Form 10-K. This discussion contains forward-looking statements reflecting our current expectations that involve risks and uncertainties. Actual results may differ materially from those discussed in these forward-looking statements due to a number of factors, including those described in Item 1A, \u201cRisk Factors\u201d and elsewhere in this Annual Report on Form 10-K. For further information regarding forward-looking statements, please refer to the \u201cSpecial Note Regarding Forward-Looking Statements and Projections\u201d at the beginning of Part I of this Annual Report on Form 10-K.\nOverview\nAlimera Sciences, Inc., and its subsidiaries (we, our or us), is a pharmaceutical company that specializes in the commercialization and development of prescription ophthalmic pharmaceuticals. We presently focus on diseases affecting the back of the eye, or retina, because we believe these diseases are not well treated with current therapies and affect millions of people globally.\nILUVIEN\nOur only product is ILUVIEN\u00ae, which has received marketing authorization and reimbursement in numerous countries for the treatment of DME. In the U.S. and certain other countries outside Europe, ILUVIEN is indicated for the treatment of DME in patients who have been previously treated with a course of corticosteroids and did not have a clinically significant rise in intraocular pressure. In 17 countries in Europe, ILUVIEN is indicated for the treatment of vision impairment associated with chronic DME considered insufficiently responsive to available therapies. ILUVIEN is also now indicated in 16 countries in Europe for prevention of relapse in recurrent non-infectious uveitis affecting the posterior segment of the eye (NIU-PS). See Item 1, \u201cBusiness - Overview\u201d above.\nWe market ILUVIEN directly in the U.S., Germany, the U.K., Portugal, and Ireland, and we are planning to launch directly in the Nordic Region (Denmark, Finland, Norway and Sweden) with the support of an exclusive wholesaler. In addition, we have entered into various agreements under which distributors are providing or will provide regulatory, reimbursement and sales and marketing support for ILUVIEN in Austria, Belgium, the Czech Republic, France, Italy, Luxembourg, the Netherlands, Spain, Australia, New Zealand, Canada and several countries in the Middle East. As of December 31, 2020, we have recognized sales of ILUVIEN to our international distributors in the Middle East, Austria, France, Italy, Spain and the Netherlands.\nAccumulated Deficit\nWe commenced operations in June 2003. Since our inception we have incurred significant losses. As of December 31, 2020, we had accumulated a deficit of $392.9 million. We expect to incur additional expenses as we pursue our business strategy. See Item 1, \u201cBusiness - Business Strategy\u201d above.\nAs of December 31, 2020, we had approximately $11.2 million in cash and cash equivalents.\nEffects of the COVID-19 Pandemic\nThe unprecedented events of the COVID-19 pandemic, and its unpredictable duration, in the regions where we have customers, employees and distributors have had an adverse effect on our sales of ILUVIEN and thus on our net revenues and may in the future have an adverse effect on our liquidity and financial condition. These adverse effects of the pandemic on us have resulted from the following, among other factors. Governments and private parties imposed limitations on in-person access to physicians, which adversely affects us in at least two ways. First, these limitations can affect patient access to treatment. Because ILUVIEN is administered only by an injection into the eye, telemedicine is not a viable substitute when administration of treatment is required. Second, limitatio", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1267602_2020.htm (CIK: 1267602, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00171", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\n1.\nRisks Relating to Our Liquidity\nWe may not be able to generate sufficient cash to service our debt and may be required to take other actions to satisfy the obligations under our debt agreements or to redeem our preferred stock, which may not be successful.\nOur ability to make scheduled payments on our debt obligations and our ability to satisfy the redemption obligations for our Series E cumulative redeemable Class C preferred stock (\u201cSeries E Redeemable Preferred\u201d) depends on our financial condition and operating performance, prevailing economic and competitive conditions, and certain financial, business and other factors, some of which may be beyond our control. We may not be able to maintain a level of cash flows sufficient to pay the principal and interest on our debt, including the $435 million principal amount of our Senior Secured Notes (the \u201cSenior Secured Notes\u201d), or the outstanding amount of the Working Capital Revolver Loan or to pay the cumulative dividends and redemption payment on the Series E Redeemable Preferred should the holder choose to redeem it on or after October 25, 2023, that applicable optional redemption date with respect thereto.\nIf cash flows and capital resources are insufficient to fund our debt, dividend or preferred stock redemption obligations, we could face substantial liquidity problems and will need to seek additional capital through the issuance of debt, the issuance of equity, asset sales or a combination of the foregoing. If we are unsuccessful, we will need to reduce or delay investments and capital expenditures, or to dispose of other assets or operations, seek additional capital, or restructure or refinance debt or redeemable equity. These alternative measures may not be successful, may not be completed on economically attractive terms, or may not be adequate for us to meet our debt or preferred stock redemption obligations when due. Additionally, our debt agreements and the operating agreements associated with our Series E Redeemable Preferred limit the use of the proceeds from many dispositions of assets or operations. As a result, we may not be permitted to use the proceeds from these dispositions to satisfy our debt or preferred stock redemption obligations. If we cannot make scheduled payments on our debt, we will be in default and the outstanding principal and interest on our debt could be declared to be due and payable, in which case we could be forced into bankruptcy or liquidation or required to substantially restructure or alter our business operations or debt obligations. In such an event, we may not have sufficient assets to repay all of our debt.\nFurther, if we suffer or appear to suffer from a lack of available liquidity, the evaluation of our creditworthiness by counterparties and rating agencies and the willingness of third parties to do business with us could be materially and adversely affected. In particular, our credit ratings could be lowered, suspended or withdrawn entirely at any time by the rating agencies. Downgrades in our long-term debt ratings generally cause borrowing costs to increase and the potential pool of investors and funding sources to decrease and could trigger liquidity demands pursuant to the terms of contracts, leases or other agreements. Any future transactions by us, including the issuance of additional debt, the sale of any operating assets, or any other transaction to manage our liquidity, could result in temporary or permanent downgrades of our credit ratings.\nOur substantial indebtedness level, including dividend requirements relating to our preferred stock, could limit our financial and operating activities, and adversely affect our ability to incur additional debt to fund future needs.\nWe currently have a substantial amount of indebtedness, as well as dividend and redemption requirements relating to our preferred stock. As a result, this level could, among other things:\n\u2022\nrequire us to dedicate a substantial port", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 60714_2020.htm (CIK: 60714, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00172", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nThe following combined discussion is separately filed by DTE Energy and DTE Electric. However, DTE Electric does not make any representations as to information related solely to DTE Energy or the subsidiaries of DTE Energy other than itself.\nEXECUTIVE OVERVIEW\nDTE Energy is a diversified energy company with 2020 Operating Revenues of approximately $12.2 billion and Total Assets of approximately $45.5 billion. DTE Energy is the parent company of DTE Electric and DTE Gas, regulated electric and natural gas utilities engaged primarily in the business of providing electricity and natural gas sales, distribution, and storage services throughout Michigan. DTE Energy also operates three energy-related non-utility segments with operations throughout the United States.\nThe following table summarizes DTE Energy's financial results:\nThe increase in 2020 Net Income Attributable to DTE Energy Company was primarily due to higher earnings in the Electric, Gas Storage and Pipelines, and Corporate and Other segments, partially offset by lower earnings in the Energy Trading segment. The increase in 2019 Net Income Attributable to DTE Energy Company was due to higher earnings in the Electric, Gas, Energy Trading, and Corporate and Other segments, partially offset by lower earnings in the Gas Storage and Pipelines and Power and Industrial Projects segments.\nCOVID-19 Pandemic\nDuring the first quarter of 2020, the COVID-19 pandemic began impacting Michigan and other service territories throughout the United States in which the Registrants operate. DTE Energy took certain safety precautions including directing employees to work remotely whenever possible and pausing all non-critical business activities. The spread of COVID-19 and efforts to contain the virus resulted in closures and reduced operations of businesses, governmental agencies, and other institutions. Beginning in May 2020, DTE Energy resumed business activities that had been temporarily suspended. Local businesses and other institutions also resumed operations as new cases of COVID-19 began to decline and government restrictions were reduced.\nImpacts from the COVID-19 pandemic have included a reduction in sales volumes from commercial and industrial customers and an increase in sales volumes from residential customers within the Electric segment. COVID-19 has also impacted the Power and Industrial Projects segment, contributing to lower production in the REF business and lower demand in the Steel business.\nOperation and maintenance expense has been impacted by COVID-19, primarily in the Electric segment, due to higher costs for personal protective equipment and other health and safety-related costs, including shift premiums and related expenses associated with the sequestration of certain employees critical to continued operations. The Registrants implemented certain cost savings initiatives to offset some of these impacts, to the extent they did not affect safety or reliability of service. To date, impacts from the COVID-19 pandemic have not had a material effect on the Registrants' uncollectible expense or capital spend.\nIn addition, the CARES Act was signed into law in March 2020 to assist individuals and employers with the impacts of the COVID-19 pandemic. This legislation resulted in various tax impacts to the Registrants. Refer to Note 11 to the Consolidated Financial Statements in Item 8 of this Report, \"Income Taxes,\" for additional information.\nPlease see detailed explanations of segment performance in the \"Results of Operations\" section below, including impacts from the COVID-19 pandemic where applicable. Also refer to the \"Capital Resources and Liquidity\" section for information on the impact of COVID-19 on the Registrants' liquidity and cost of capital.\nSTRATEGY\nDTE Energy's strategy is to achieve long-term earnings growth, a strong balance sheet, and an attractive dividend yield.\nDT", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00173", "source": "edgar", "source_license": "public_domain", "text": "Item 7A.Quantitative and Qualitative Disclosures About Market Risk.\nInterest Rate Risk\nWe had cash and cash equivalents totalling $38.8 million and $4.5 million as of December 31, 2020 and 2019, respectively. Our cash is held in non-interest-bearing accounts at high-credit quality financial institutions and are not subject to interest rate risk. At times, such amounts may exceed federally insured limits.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1791091_2020.htm (CIK: 1791091, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00174", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nThe information required by this item will be included in the Company\u2019s Proxy Statement for the 2020 annual meeting of shareholders under the captions \u201cExecutive Compensation\u201d and \u201cCompensation of Directors\u201d and is incorporated herein by reference.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 72573_2020.htm (CIK: 72573, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00175", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nThe information regarding executive officer and director compensation is incorporated by reference to the information contained in our 2020 Proxy Statement.\nThe information regarding Compensation Committee interlocks and insider participation and the Compensation Committee Report is incorporated by reference to the information contained in our 2020 Proxy Statement.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 57515_2020.htm (CIK: 57515, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00176", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosure About Market Risk\nAs a smaller reporting company, we are not required to provide the information requested by this Item.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1661059_2020.htm (CIK: 1661059, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00177", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data\nThis item is no longer required as we have elected to early adopt the changes to Item 301 of Regulation S-K contained in SEC Release No. 33-10890.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1609711_2020.htm (CIK: 1609711, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00178", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nAn investment in our common stock involves a number of risks. Any of the risks described below could result in a significant or material adverse effect on our results of operations or financial condition, and a corresponding decline in the market price of our common stock.\nWe operate in a heavily regulated industry and are subject to regulations and laws in various jurisdictions:\nWe are subject to comprehensive government regulation and our ability to earn profits may be restricted by these regulations.\nGeneral Regulation. We are subject to regulation by the state insurance department of each state in which we do business. In each jurisdiction, we must comply with various laws and regulations, including those involving:\n\u25cfapproval or filing of premium rates and policy forms;\n\u25cflimitation of the right to cancel or non-renew policies in some lines;\n\u25cfrequirements to participate in residual markets;\n\u25cflicensing of insurers and agents; and\n\u25cfregulation of the right to withdraw from markets or terminate involvement with agencies;\nWe also are subject to enhanced regulation by our domestic regulator, the Massachusetts Division of Insurance, from which we must obtain prior approval for certain corporate actions. Among other things, we must comply with laws and regulations governing:\n\u25cftransactions between an insurance company and any of its affiliates;\n\u25cfthe payment of dividends;\n\u25cfthe acquisition of an insurance company or of any company controlling an insurance company;\n\u25cfsolvency standards;\n\u25cfminimum amounts of capital and surplus which must be maintained;\n\u25cflimitations on types and amounts of investments;\n\u25cfrestrictions on the size of risks which may be insured by a single company;\n\u25cfdeposits of securities for the benefit of policyholders; and\n\u25cfreporting with respect to financial condition.\nIn addition, insurance department examiners from Massachusetts perform periodic financial and market conduct examinations of insurance companies. Such regulation is generally intended for the protection of policyholders rather than security holders.\nMassachusetts, New Hampshire and Maine require that all licensed property and casualty insurers bear a portion of the losses suffered by some insureds as a result of impaired or insolvent insurance companies by participating in each state\u2019s insolvency fund. Members of the state\u2019s insolvency fund are assessed a proportionate share of the obligations and expenses of the fund in connection with an insolvent insurer. These assessments are made by the fund to cover the cost of paying eligible claims of policyholders of these insolvent insurers. Similarly, assessments are made by each state\u2019s commercial automobile insurance residual market mechanism to recover the shares of net losses that would have been assessed to the insolvent companies but for their insolvencies. In addition, Massachusetts has established an underwriting association in order to ensure that property insurance is available for owners of high risk property who are not able to obtain insurance from private insurers. The losses of this underwriting association, the Massachusetts Property Insurance Underwriting Association, are shared by all insurers that write property and casualty insurance in Massachusetts. We are assessed from time to time to pay these losses. The effect of these assessments could reduce our profitability in any given period and limit our ability to grow our business.\nBecause we are unable to predict with certainty changes in the political, economic or regulatory environments of the states in which we operate in the future, there can be no assurance that existing insurance-related laws and regulations will not become more restrictive in the future or that new restrictive laws will not be enacted and, therefore, it is not possible to predict the potential effects of these laws and regulations on us.\nThere are anti-takeover provisions contained in our organizational documents and in laws of the State of Delaware", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1172052_2020.htm (CIK: 1172052, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00179", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk.\nThe information required by this item is included in Item 7 of this report under \u201cMarket Risk and Asset Liability Management.\u201d\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 711772_2020.htm (CIK: 711772, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00180", "source": "edgar", "source_license": "public_domain", "text": "Item 6.\nSelected Financial Data\nAs a \u201csmaller reporting company,\u201d we are not required to provide the information called for by this Item.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1823767_2020.htm (CIK: 1823767, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00181", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nThe environment in which we operate involves significant risks and is subject to factors beyond our control. You should consider the risk factors described below before investing in our stock as such risks may have a material adverse effect on our business, results of operations and financial condition and could cause the price of our stock to decline. Please note that the risk factors described below are not exhaustive.\nCOVID-19 will adversely affect our business and results of operations.\nWe expect that the global emergence of COVID-19 (novel coronavirus) will negatively impact our business and financial results in fiscal 2021 and possibly in future years depending on the length of the pandemic and its economic repercussions. As the virus has spread, it has significantly impacted the health and economic environment around the world. Our customers are global manufacturers and the closure of manufacturing sites and country borders, and the increase in unemployment are having and will continue to have negative implications on demand for goods, the supply chain, production of goods and transportation.\nIn the first quarter of fiscal 2021, we have seen professional services projects delayed as customers put projects on hold or slowed projects by extending go-lives to later dates. While we have the ability to deliver most of our professional services remotely, some of our professional services are more effective when performed directly with the customer onsite. In addition, some professional services relate to training and require the availability of the customer. We expect a negative impact on our professional services revenue and margins in the first quarter of fiscal 2021 and throughout the fiscal 2021 year. The impact to our manufacturing customers depends upon many factors. Some manufacturing customers are extremely busy producing record amounts; other customers are unaffected, are adjusting the products they make to those in high demand or are protected by government subsidies; and some customers are negatively impacted because demand for their goods has declined, transportation and supply chain problems exist or they are not able to keep their manufacturing facility open for production. Our customers who are negatively impacted by the virus have requested and may continue to request changes to payment terms. They may also be unable to pay their receivables, not renew cloud services or maintenance at the same amounts, defer new purchases of cloud services, professional services and licenses or go out of business. Any of these negative impacts to our customers will negatively impact our business, results of operations, overall financial performance and liquidity. While our revenue and earnings are relatively predictable as a result of our subscription and maintenance revenue which is recurring in nature, the effect of the COVID-19 pandemic will not be fully reflected in our results of operations and overall financial performance until future periods.\nWe are conducting business with substantial modifications to employee travel, employee work locations, and virtualization or cancellation of certain sales and marketing events, among other modifications. We deliver our products under a SaaS subscription model that allows us to deliver our cloud services remotely and support our customers at all times and around the globe, so they receive uninterrupted cloud services and support from QAD during these challenging times. In the first quarter of fiscal 2021, we have demonstrated the ability to support our customers remotely while maintaining our service level agreements. We do not anticipate significant issues due to the ability of our employees to work effectively from remote locations but future disruptions in our ability to deliver our cloud services to our customers could arise and impact our ability to meet our service level agreements. Such disruptions would negatively impact our customer\u2019s business, may tr", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1036188_2020.htm (CIK: 1036188, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00182", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nHistorical Background\nHistorically, we were a wood products company that had been in business since 1980. Our business fluctuated over the years. We were almost wholly dependent on sales to The Home Depot, Inc. As discussed below in \u201cDiscontinued Operations,\u201d on September 2, 2003, we discontinued our wood products business.\nDiscontinued Operations\nOn September 2, 2003, we terminated our business relationship with Home Depot due to increased difficulties in transacting business with such company on a profitable basis. These difficulties included Home Depot\u2019s prohibition against price increases, despite increases in our costs of production, a diminution in the Home Depot territories to which we were allowed to sell product, and Home Depot\u2019s demands regarding returns of ordered products that we were unwilling to accede to for economic reasons.\nGeneral\nAt present, we are seeking other business opportunities, but we may not be able to identify any such opportunities, and even if we are able to identify other opportunities, we may not be able to capitalize on them or they may not be profitable.\nCritical Accounting Policies\nThe preparation of financial statements in conformity with accounting principles generally accepted in the United States requires our management to make assumptions, estimates and judgments that affect the amounts reported in the financial statements, including the notes thereto, and related disclosures of commitments and contingencies, if any. We consider our critical accounting policies to be those that require the more significant judgments and estimates in the preparation of financial statements, including the following:\nIncome Taxes\nWe account for income taxes in accordance with FASB ASC Topic 740, Income Taxes, using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.\nFASB ASC Topic 740, Income Taxes, requires us to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more-likely-than-not threshold is met, we must measure the tax position to determine the amount to recognize in our consolidated financial statements. We performed a review of our material tax positions in accordance with recognition and measurement standards established by ASC Topic 740 and concluded we had no unrecognized tax benefit that would affect the effective tax rate if recognized for the fiscal years ended April 30, 2020 and 2019.\nWe include interest and penalties arising from the underpayment of income taxes, if any, in our consolidated statements of operations in general and administrative expenses. As of and April 30, 2020 and 2019, we had no accrued interest or penalties related to uncertain tax positions.\nFair Value of Financial Instruments\nThe Company\u2019s financial instruments consist of cash, accounts payable and accrued expenses. The carrying amount of these financial instruments approximates fair value because of the short-term nature of these items.\nFiscal year ended April 30, 2020 compared to the fiscal year ended April 30, 2019\nSince we discontinued our wood products business, there were no sales from continuing operations during the years ended April 30, 2020 and 2019.\nSelling, general and administrative expenses were $47,964 during the fiscal year ended April 30, 2020, representing a decrease of $5,095, o", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, deferred tax, tax rate, tax benefit. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00183", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nReport of Independent Registered Public Accounting Firm\nTo the Shareholders and the Board of Directors of National Retail Properties, Inc.\nOpinion on Internal Control over Financial Reporting\nWe have audited National Retail Properties, Inc. and subsidiaries\u2019 internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, National Retail Properties, Inc. and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on the COSO criteria.\nWe also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2020 and 2019, the related consolidated statements of income and comprehensive income, equity, and cash flows for each of the three years in the period ended December 31, 2020, and the related notes and financial statement schedules listed in the Index at Item15(a) (collectively referred to as the \u201cfinancial statements\u201d) and our report dated February 11, 2021 expressed an unqualified opinion thereon.\nBasis for Opinion\nThe Company\u2019s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management\u2019s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company\u2019s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.\nOur audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.\nDefinition and Limitations of Internal Control Over Financial Reporting\nA company\u2019s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company\u2019s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company\u2019s assets that could have a material effect on the financial statements.\nBecause of its inherent limitations, internal control over financi", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 751364_2020.htm (CIK: 751364, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00184", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS.\nFORWARD LOOKING STATEMENTS\nTHIS DOCUMENT INCLUDES FORWARD-LOOKING STATEMENTS, INCLUDING, WITHOUT LIMITATION, STATEMENTS RELATING TO TPT GLOBAL\u2019S PLANS, STRATEGIES, OBJECTIVES, EXPECTATIONS, INTENTIONS AND ADEQUACY OF RESOURCES. THESE FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES, AND OTHER FACTORS THAT MAY CAUSE OUR COMPANY\u2019S ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY THE FORWARD-LOOKING STATEMENTS. THESE FACTORS INCLUDE, AMONG OTHERS, THE FOLLOWING: OUR ABILITY OF TO IMPLEMENT OUR BUSINESS STRATEGY; ABILITY TO OBTAIN ADDITIONAL FINANCING; TPT GLOBAL\u2019S LIMITED OPERATING HISTORY; UNKNOWN LIABILITIES ASSOCIATED WITH FUTURE ACQUISITIONS; ABILITY TO MANAGE GROWTH; SIGNIFICANT COMPETITION; ABILITY TO ATTRACT AND RETAIN TALENTED EMPLOYEES; AND FUTURE GOVERNMENT REGULATIONS; AND OTHER FACTORS DESCRIBED IN THIS FILING OR IN OTHER OF TPT GLOBAL\u2019S FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION. TPT GLOBAL IS UNDER NO OBLIGATION TO PUBLICLY UPDATE OR REVISE ANY FORWARD-LOOKING STATEMENTS, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE.\nRISK FACTORS RELATED TO OUR BUSINESS\nMany of our competitors are better established and have resources significantly greater than we have, which may make it difficult to attract and retain subscribers.\nWe will compete with other providers of telephony service, many of which have substantially greater financial, technical and marketing resources, larger customer bases, longer operating histories, greater name recognition and more established relationships in the industry. In addition, a number of these competitors may combine or form strategic partnerships. As a result, our competitors may be able to offer, or bring to market earlier, products and services that are superior to our own in terms of features, quality, pricing or other factors. Our failure to compete successfully with any of these companies would have a material adverse effect on our business and the trading price of our common stock.\nThe market for broadband and VoIP services is highly competitive, and we compete with several other companies within a single market:\n\u25cf\ncable operators offering high-speed Internet connectivity services and voice communications;\n\u25cf\nincumbent and competitive local exchange carriers providing DSL services over their existing wide, metropolitan and local area networks;\n\u25cf\n3G cellular, PCS and other wireless providers offering wireless broadband services and capabilities, including developments in existing cellular and PCS technology that may increase network speeds or have other advantages over our services;\n\u25cf\ninternet service providers offering dial-up Internet connectivity;\n\u25cf\nmunicipalities and other entities operating free or subsidized WiFi networks;\n\u25cf\nproviders of VoIP telephony services;\n\u25cf\nwireless Internet service providers using licensed or unlicensed spectrum;\n\u25cf\nsatellite and fixed wireless service providers offering or developing broadband Internet connectivity and VoIP telephony;\n\u25cf\nelectric utilities and other providers offering or planning to offer broadband Internet connectivity over power lines; and\n\u25cf\nresellers providing wireless Internet service by \u201cpiggy-backing\u201d on DSL or WiFi networks operated by others.\nMoreover, we expect other existing and prospective competitors, particularly if our services are successful; to adopt technologies or business plans similar to ours or seek other means to develop a product competitive with our services. Many of our competitors are well-established and have larger and better developed networks and systems, longer-standing relationships with customers and suppliers, greater name recognition and greater financial, technical and marketing resources than we have. These competitors can often subsidize competing services with revenues from other sources, such as advertising, and thus may offer the", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1661039_2020.htm (CIK: 1661039, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00185", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nAll financial statements required by this Item 8, including the report of our independent registered public accounting firm, are included in Part IV, Item 15 of this Report, as set forth beginning on page of this Report, and are incorporated by reference into this Item 8.\nITEM 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1114925_2020.htm (CIK: 1114925, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00186", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nWe are a smaller reporting company as defined by Rule 12b-2 under the Exchange Act and are not required to provide the information otherwise required under this item.\nITEM 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1828672_2020.htm (CIK: 1828672, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00187", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nInformation relating to executive compensation is incorporated herein by reference to the Corporation\u2019s definitive proxy statement for the 2021 annual meeting of stockholders.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 4447_2020.htm (CIK: 4447, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00188", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nThe information required by this Item is incorporated herein by reference from our Proxy Statement, relating to our 2021 Annual Meeting of Stockholders, under the headings \"Executive Compensation\" and \"Director Compensation,\" to be filed with the SEC within 120 days of December 31, 2020.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 920522_2020.htm (CIK: 920522, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00189", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A.\nQUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nOur 2020 Annual Report contains \u201cQuantitative and Qualitative Disclosures about Market Risk,\u201d which section is incorporated herein by reference.\nITEM 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 105016_2020.htm (CIK: 105016, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00190", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\nThe following tables set forth certain selected consolidated financial data as of and for each of the five years in the period ended December 31, 2020, along with descriptions of certain transactions that occurred during the year ended December 31, 2015. All financial results have been adjusted for subsequent transactions with our Predecessors as noted below.\nDuring the year ended December 31, 2016, the Partnership entered into various transactions with Delek Holdings and our general partner pursuant to which we acquired the following assets from Delek Holdings:\n\u2022two crude oil rail offloading racks, which are designed to receive up to 25,000 bpd of light crude oil or 12,000 bpd of heavy crude oil, or any combination of the two, delivered by rail to Delek Holdings' El Dorado Refinery (the \"El Dorado Refinery\") and related ancillary assets (the \u201cEl Dorado Assets\u201d) effective March 31, 2015 (such transaction, the \"El Dorado Rail Offloading Racks Acquisition\"); and\n\u2022a crude oil storage tank (the \"Tyler Crude Tank\") with a shell capacity of approximately 350,000 barrels located adjacent to Delek Holdings' Tyler Refinery (the \"Tyler Refinery\") and certain ancillary assets (collectively, with the Tyler Crude Tank, the \"Tyler Assets\") effective March 31, 2015 (such transaction, the \"Tyler Crude Tank Acquisition\"); the Tyler Assets, together with the El Dorado Assets, are hereinafter collectively referred to as the \"Logistics Assets\".\nThe El Dorado Rail Offloading Racks Acquisition and the Tyler Crude Tank Acquisition were accounted for as transfers between entities under common control; such acquisitions hereinafter collectively referred to as the \"Acquisitions from Delek Holdings.\" As entities under common control with Delek Holdings, transfers between entities under common control are accounted for as if the transfer occurred at the beginning of the period, and prior years have been retrospectively adjusted to include the historical results of the assets acquired in the Acquisitions from Delek Holdings prior to the effective date of each acquisition for all periods presented. Prior to each acquisition date, we refer to the Acquisitions from Delek Holdings collectively as our \u201cPredecessors.\u201d\nDuring the year ended December 31, 2019, the Partnership, through its wholly-owned subsidiary DKL Big Spring, LLC, acquired the Big Spring Logistics Assets from Delek Holdings, which are primarily located at or adjacent to the Big Spring Refinery. The Big Spring Logistic Assets Acquisition was considered a transaction between entities under common control.\nDuring the year ended December 31, 2020, the Partnership, through its wholly-owned subsidiary DKL Permian Gathering, LLC, acquired the Big Spring Gathering Assets from Delek Holdings, located in Howard, Borden and Martin Counties, Texas. In addition, the Partnership, through its wholly-owned subsidiary DKL Transportation, LLC acquired the Trucking Assets from Delek Holdings. The Big Spring Gathering Assets Acquisition and the Trucking Assets Acquisition were considered transactions between entities under common control. However, prior periods have not been recast, as these assets did not constitute a business in accordance with Accounting Standard Update 2017-01, \"Clarifying the Definition of a Business.\"\nAs our Predecessors recorded revenues, general and administrative expenses and financed operations differently than the Partnership, our financial results may not be comparable. See \"Factors Affecting the Comparability of Our Financial Results\" in Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations, in this Annual Report on Form 10-K for additional information.\nThe following tables should be read in conjunction with Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations and our consolidated financial statements in Item 8, Financial Statements and Supplementary Data, in this Annual Re", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1552797_2020.htm (CIK: 1552797, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00191", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nWe are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.\nITEM 1B.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1652842_2020.htm (CIK: 1652842, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00192", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nOur consolidated balance sheets, as of December 31, 2020 and 2019, and the related consolidated statements of operations and comprehensive loss, stockholders\u2019 equity and cash flows for each of the two years in the period ended December 31, 2020 and 2019, together with the related notes and the report of our independent registered public accounting firm, are set forth on the \u201cF\u201d pages of this report.\nITEM 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1797762_2020.htm (CIK: 1797762, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00193", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data\nA smaller reporting company is not required to provide the information required by this Item.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1412659_2020.htm (CIK: 1412659, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00194", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations\nThis discussion and analysis should be read in conjunction with our historical consolidated financial statements and related notes contained in \"Item 8. Financial Statements and Supplementary Data.\" In addition to historical information, this discussion and analysis may contain forward-looking statements that involve risks, uncertainties, and assumptions, which could cause actual results to differ materially from management's expectations. See additional risks and uncertainties described in \"Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995\" for more information. Factors that could cause such differences include those described in this section and \"Item 1A. Risk Factors\" of this Annual Report on Form 10-K.\nExecutive Overview and Recent Developments\nOur Business\nAs of December 31, 2020, we are the largest operator of senior living communities in the United States based on total capacity, with 726 communities in 43 states and the ability to serve approximately 64,000 residents. We offer our residents access to a broad continuum of services across the most attractive sectors of the senior living industry. We operate and manage independent living, assisted living, memory care, and CCRCs. We also offer a range of home health, hospice, and outpatient therapy services to more than 17,000 patients as of that date.\nOur community and service offerings combine housing with hospitality and healthcare services. Our senior living communities offer residents a supportive home-like setting, assistance with ADLs such as eating, bathing, dressing, toileting, transferring/walking, and, in certain communities, licensed skilled nursing services. We also provide home health, hospice, and outpatient therapy services to residents of many of our communities and to seniors living outside of our communities. By providing residents with a range of service options as their needs change, we provide greater continuity of care, enabling seniors to age-in-place, which we believe enables them to maintain residency with us for a longer period of time. The ability of residents to age-in-place is also beneficial to our residents and their families who are concerned with care decisions for their elderly relatives.\nStrategy\nOur goal is to be the first choice in senior living by being the nation's most trusted and effective senior living provider and employer. We believe there are significant opportunities to create and deliver stockholder value as we execute on our strategy to achieve this goal. We continue to execute our core operational strategy that we initiated in early 2018, and we believe successful execution on that strategy provides the best opportunity for us to navigate and recover from the pandemic and to create stockholder value. We have supplemented our operational strategy with initiatives intended to complement and enhance our core operational efforts and to position us for future growth and success as we encounter changes and trends in demographics, customer preferences, technology, and healthcare delivery and outcomes. Our refined strategy is focused on these priorities:\n\u2022Continued Operational Improvement and Efficiency. We are focused on our core senior living communities and intend to continue to drive operational improvements. Through our \"win locally\" initiative, we intend to provide choices for high quality care and personalized service by caring associates while leveraging our industry-leading scale and experience. Such efforts include optimizing our sales and marketing processes, prioritizing communities with the most opportunities for growth, and ensuring that our communities and their programming are competitive in the market. We also continue to focus on attracting, engaging, developing, and retaining the best associates by maintaining a compelling value proposition in the areas of leadership, career development, an", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1332349_2020.htm (CIK: 1332349, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00195", "source": "edgar", "source_license": "public_domain", "text": "Item 7.Management\u2019s Discussion and Analysis of Financial Condition and Results of Operation\nThe following discussion and analysis should be read in conjunction with the Company\u2019s consolidated financial statements and the notes thereto presented elsewhere herein. The discussion of results should not be construed to imply any conclusion that such results will necessarily continue in the future.\nCritical Accounting Policies\nThe Company\u2019s significant accounting policies are described in Note 1 of the Consolidated Financial Statements that were prepared in accordance with accounting principles generally accepted in the United States of America. In preparing the Company\u2019s financial statements, the Company made estimates and judgments that affect the results of its operations and the value of assets and liabilities the Company reports. The Company\u2019s actual results may differ from these estimates.\nManagement has discussed the development and selection of these critical accounting policies and estimates with the Audit Committee of the Board of Directors and the Audit Committee has reviewed the related disclosure. The Company believes that the following summarizes critical accounting policies that require significant judgments and estimates in the preparation of the Company\u2019s consolidated financial statements:\nRevenue Recognition\nRevenue from the Company\u2019s sales continue to generally be recognized either when products are shipped (i.e., point in time) or under certain long-term government contracts, as the Company transfers control of the product or service to its customers (i.e., over time), which approximates the previously used percentage-of-completion method of accounting.\nInventory\nInventories are stated at the lower of cost (first-in, first-out method) or net realizable value. Cost of manufactured goods includes material, labor and overhead.\nThe Company records a reserve for slow moving inventory as a charge against earnings for all products identified as surplus, slow moving, or discontinued. Excess work-in-process costs are charged against earnings whenever estimated costs-of-completion exceed unbilled revenues.\nStock-based compensation\nStock based compensation expense is estimated at the grant date based on the fair value of the award. The Company estimates the fair value of stock options granted using the Black-Scholes option pricing model. The fair value of restricted stock units granted is estimated based on the closing market price of the Company\u2019s common stock on the date of the grant. The fair value of these awards, adjusted for estimated forfeitures, is amortized over the requisite service period of the award, which is generally the vesting period.\nIncome Taxes\nDeferred income taxes are provided on the asset and liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the amounts of assets and liabilities recorded for income tax and financial reporting purposes. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.\nThe Company recognizes the financial statement benefit of an uncertain tax position only after determining that the relevant tax authority would more likely than not sustain the position. For tax positions meeting the more likely than not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority.\nThe Company classifies interest and penalties related to income taxes as income tax expense in its", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax expense, deferred tax, tax credit. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00196", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nYou should carefully consider each of the following risks and all of the other information contained in this Annual Report on Form 10-K in evaluating us and our common units. Some of these risks relate principally to our business and the industry in which we operate, while others relate principally to tax matters, ownership of our common units, our preferred units and securities markets generally. If any of the following risks were actually to occur, our business, financial position or results of operations could be materially adversely affected, which may adversely impact our cash available for distribution or the trading price of our common units.\nRisks Related to Our Business\nResults of Operations and Financial Condition\nOur contracts are subject to renewal risks.\nAs contracts with our existing suppliers and customers expire, we generally seek to negotiate extensions or renewals of those contracts or enter into new contracts with other suppliers and customers. We may be unable to extend or renew existing contracts or enter into new contracts on favorable commercial terms, if at all. Depending on prevailing market conditions at the time of an extension or renewal, gathering and processing customers with fee-based contracts may desire to enter into contracts under different fee arrangements, and gathering and processing customers with contracts that contain minimum volume commitments may desire to enter into contracts without minimum volume commitments. Likewise, our transportation and storage customers may choose not to extend or renew expiring contracts based on the economics of the related areas of production. To the extent we are unable to renew or replace our expiring contracts on terms that are favorable to us, if at all, or successfully manage our overall contract mix over time, our financial position, results of operations and ability to make cash distributions to unitholders could be adversely affected.\nOur businesses are dependent, in part, on the drilling and production decisions of others. In response to sharp declines in demand for oil and gas as well as commodity prices resulting from the economic impact of the COVID-19 pandemic, many producers have significantly reduced previously anticipated drilling and production activities and may make additional reductions in the future\nOur businesses are dependent on the drilling and production of natural gas and crude oil. We have no control over the level of drilling activity in our areas of operation, or the amount of natural gas, NGLs and crude oil reserves associated with wells connected to our systems, or the amount of natural gas, NGLs and crude oil produced from the wells connected to our systems. In addition, as the rate at which production from wells currently connected to our system naturally declines over time, our gross margin associated with those wells will also decline. To maintain or increase throughput levels on our gathering and transportation systems and the asset utilization rates at our natural gas processing plants, our customers must continually obtain new natural gas, NGLs and crude oil supplies. Drilling activity in the areas served by our systems significantly impacts our ability to obtain new volumes of natural gas, NGLs and crude oil on our systems. If we are not able to obtain new volumes of natural gas, NGLs and crude oil to replace the natural decline in volumes from existing wells, throughput on our gathering, processing, transportation and storage facilities would decline, which could adversely affect our financial position, results of operations and ability to make cash distributions to unitholders. We have no control over producers or their drilling and production decisions, which are affected by, among other things:\n\u2022the availability and cost of capital;\n\u2022prevailing and projected commodity prices, including the prices of natural gas, NGLs and crude oil;\n\u2022demand for natural gas, NGLs and crude oil;\n\u2022levels of reser", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1591763_2020.htm (CIK: 1591763, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00197", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A.\nQUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nGeneral\nWe are exposed to market risk from changes in interest rates, currency exchange rates, equity security and raw materials prices.\nInterest rates\nAt December 31, 2019 and 2020, our fixed-rate, euro-denominated Senior Secured Notes comprised the majority of our aggregate indebtedness. The fixed-rate debt instrument minimizes earnings volatility that would result from changes in interest rates. The following table presents principal amounts and weighted average interest rates for our aggregate outstanding indebtedness at December 31, 2019 and 2020. Information shown below for our euro-denominated Senior Secured Notes is presented in its U.S. dollar equivalent at December 31, 2019 and 2020 (net of unamortized debt issuance costs of $5.3 million and $4.7 million, respectively) using an exchange rate of U.S. $1.120 per euro and $1.226 per euro, respectively. See Note 8 to our Consolidated Financial Statements.\nCurrency exchange rates\nWe are exposed to market risk arising from changes in currency exchange rates as a result of manufacturing and selling our products worldwide. Earnings are primarily affected by fluctuations in the value of the U.S. dollar relative to the euro, the Canadian dollar, the Norwegian krone and to a lesser extent the United Kingdom pound sterling and the value of the euro relative to the Norwegian krone.\nThe majority of our sales from non-U.S. operations are denominated in currencies other than the U.S. dollar, principally the euro, other major European currencies and the Canadian dollar. A portion of our sales generated from our non-U.S. operations is denominated in the U.S. dollar (and consequently our non-U.S. operations will generally hold U.S. dollars from time to time). Certain raw materials used in all our production facilities, primarily titanium-containing feedstocks, are purchased primarily in U.S. dollars, while labor and other production and administrative costs are incurred primarily in local currencies. Consequently, the translated U.S. dollar value of our non-U.S. sales and operating results are subject to currency exchange rate fluctuations which may favorably or unfavorably impact reported earnings. In addition to the impact of the translation of sales and expenses over time, our non-U.S. operations also generate currency transaction gains and losses which primarily relate to (i) the difference between the currency exchange rates in effect when non-local currency sales or operating costs (primarily U.S. dollar denominated) are initially accrued and when such amounts are settled with the non-local currency and (ii) changes in currency exchange rates during time periods when our non-U.S. operations are holding non-local currency (primarily U.S. dollars).\nAlso, we are subject to currency exchange rate risk associated with our Senior Secured Notes, as such indebtedness is denominated in the euro. At December 31, 2019 and 2020, we had the equivalent of $447.9 million and $490.4 million, respectively, outstanding under our euro-denominated Senior Secured Notes (exclusive of unamortized debt issuance costs.) The potential increase in the U.S. dollar equivalent of such indebtedness resulting from a hypothetical 10% adverse change in exchange rates at such dates would be approximately $45 million and $49 million, respectively.\nRaw materials\nWe are exposed to market risk from changes in commodity prices relating to our raw materials. As discussed in Item 1 we generally enter into long-term supply agreements for certain of our raw material requirements. Many of our raw material contracts contain fixed quantities we are required to purchase or specify a range of quantities within which we are required to purchase. Raw material pricing under these agreements is generally negotiated quarterly or semi-annually depending upon the suppliers. For certain raw material requirements we do not have long-term supply agreements either because", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1257640_2020.htm (CIK: 1257640, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00198", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\nAs a \u201csmaller reporting company\u201d as defined in Item 10 of Regulation S-K, we are not required to provide the information required by this item.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1316517_2020.htm (CIK: 1316517, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00199", "source": "edgar", "source_license": "public_domain", "text": "Item 8 - Financial Statements and Supplementary Data\nThe financial statements and schedules are included in Part IV, Item 15 of this Form 10-K.\nItem 9", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1013871_2020.htm (CIK: 1013871, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00200", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data\n* During the fourth quarter of 2017, the Company recorded a provisional $47 million income tax benefit from the U.S. Tax Cuts and Job Acts legislation. This benefit is comprised of an $82 million benefit which related primarily to the remeasurement of the Company\u2019s U.S. deferred tax liabilities at a lower U.S. tax rate of 21%, partially offset by tax expense of $35 million for the deemed repatriation of unremitted earnings of foreign subsidiaries. During 2018, the Company recorded a benefit of $4.4 million as a measurement period adjustment to the deemed repatriation of unremitted earnings of foreign subsidiaries.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax expense, deferred tax, tax rate. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00201", "source": "edgar", "source_license": "public_domain", "text": "Item 6.\nSelected Financial Data\nWe have derived the data below from our audited and unaudited financial data. The Consolidated Statements of Operations data, per share data and Consolidated Statements of Assets and Liabilities data presented are derived from our audited Consolidated Financial Statements. These selected financial data should be read in conjunction with our Consolidated Financial Statements and related notes thereto and \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\u201d\n(1)\nBased on the weighted average shares outstanding for the respective periods.\n(2)\nThe tax status of our distributions is calculated in accordance with income tax regulations, which may differ from amounts determined under GAAP and is reported on Form 1099-DIV each calendar year to stockholders subject to such information reporting.\n(3)\nAt fair value, excluding the 2031 Asset-Backed Debt.\n(4)\nBased on the change in market price per share during the periods and takes into account distributions, if any, reinvested in accordance with our dividend reinvestment plan, which was terminated on November 22, 2017.\n(5)\nUnaudited, at year end.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1504619_2020.htm (CIK: 1504619, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00202", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nYou should read the following discussion in connection with our consolidated financial statements and the related notes included elsewhere in this Annual Report on Form 10-K. Some of the statements in the following discussion are forward looking statements. Dollar amounts within Item 7 are presented as actual, rounded, dollar amounts.\nWe have described in this Annual Report on Form 10-K, the impact of the global Coronavirus Disease 2019 pandemic (\u201cCOVID-19\u201d) on our financial results for the year ended December 31, 2020. See \"Cautionary Note Regarding Forward-Looking Statements\" below and in Part I, Item 1A, \u201cRisk Factors\u201d included elsewhere in this Annual Report on Form 10-K for further information regarding risks and uncertainties relating to COVID-19.\nCautionary Note Regarding Forward-Looking Statements\nThis Annual Report on Form 10-K contains forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. You should not place undue reliance on these statements because they are subject to numerous uncertainties and factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our control. These statements often include words such as \u201cmay,\u201d \u201cwill,\u201d \u201cshould,\u201d \u201cbelieve,\u201d \u201cexpect,\u201d \u201canticipate,\u201d \u201cintend,\u201d \u201cplan,\u201d \u201cestimate\u201d or similar expressions. These statements are based on assumptions that we have made in light of our experience in the industry as well as our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances. As you read and consider this Annual Report on Form 10-K, you should understand that these statements are not guarantees of performance or results. They involve known and unknown risks, uncertainties and assumptions. Although we believe that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect our actual financial results or results of operations and could cause actual results to differ materially from those in the forward-looking statements. Many of the following risks, uncertainties and other factors identified below are, and will be, amplified by COVID-19. These factors include but are not limited to:\n\u2022the impact of COVID-19 and related response measures on our business, results of operations and financial condition, including the impact of governmental lockdowns and other restrictions on our operations and processes and those of our clients and suppliers;\n\u2022our dependence on a limited number of clients in a limited number of industries;\n\u2022worldwide political, economic or business conditions;\n\u2022negative public reaction in the U.S. or elsewhere to offshore outsourcing;\n\u2022fluctuations in our earnings;\n\u2022our ability to attract and retain clients including in a timely manner;\n\u2022our ability to successfully consummate or integrate strategic acquisitions;\n\u2022our ability to accurately estimate and/or manage the costs and/or timing of winding down businesses;\n\u2022restrictions on immigration;\n\u2022our ability to hire and retain enough sufficiently trained employees to support our operations;\n\u2022our ability to grow our business or effectively manage growth and international operations;\n\u2022any changes in the senior management team;\n\u2022increasing competition in our industry;\n\u2022telecommunications or technology disruptions or breaches, natural or other disasters, or medical epidemics or pandemics;\n\u2022our ability to withstand the loss of a significant customer;\n\u2022our ability to realize the entire book value of goodwill and other intangible assets from acquisitions;\n\u2022our ability to make accurate estimates and assumptions in connection with the preparation of our consolidated financial statements;\n\u2022regulatory, legislative and judicial developments, including changes to or the withdra", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1297989_2020.htm (CIK: 1297989, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00203", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nKemper is exposed to numerous risk factors that could cause actual results to differ materially from recent results or anticipated future results. The following discussion details the significant risk factors that are specific to the Company. In addition to those described below, the Company\u2019s business, financial condition and results of operations could be materially affected by other factors not presently known or considered material by the Company. Readers are advised to consider all these factors along with the other information included in this 2020 Annual Report, including the factors set forth under the caption \u201cCaution Regarding Forward-Looking Statements\u201d beginning on page 1, and to consult any further disclosures Kemper makes on related subjects in its filings with the SEC.\nRisks Relating to Catastrophes and Estimating Property and Casualty Insurance Losses and Loss Adjustment Expenses\nEstimating losses and LAE for determining property and casualty insurance reserves, or determining premium rates, is inherently uncertain, and the Company\u2019s results of operations may be materially impacted if the Company\u2019s insurance reserves or premium rates are insufficient.\nThe Company establishes loss and LAE reserves to cover estimated liabilities, which remain unpaid as of the end of each accounting period, and to investigate and settle all claims incurred under the property and casualty insurance policies that it has issued. Loss and LAE reserves are established for claims that have been reported to the Company as of the end of the accounting period, as well as for estimated claims that have occurred but have not yet been reported to the Company. The estimates of loss and LAE reserves are based on the Company\u2019s assessment of the facts and circumstances known to it at the time, as well as estimates of the impact of future trends in the severity of claims, the frequency of claims and other factors. These estimates can be inaccurate or may change over time due to many variables, including changes driven by the evolving legal and regulatory landscape and economic conditions in which the Company operates and the rising costs of insurance claims from increased litigation, higher jury awards, broader definitions of liability and other effects of societal trends referred to as social inflation.\nThe process of estimating property and casualty insurance reserves is complex and imprecise. The reserves established by the Company are inherently uncertain estimates and could prove to be inadequate to cover its ultimate losses and expenses. The estimate of the ultimate cost of claims for insured events that have occurred must take into consideration many factors that are dependent on the outcome of future events associated with the reporting, investigation and settlement of claims. The impacts on the Company\u2019s estimates of property and casualty insurance reserves from these factors are difficult to assess accurately. A change in any one or more of the factors is likely to result in a projected ultimate loss that is different than the previous projected ultimate loss and may have a material impact on the Company\u2019s estimate of the projected ultimate loss. Increases in the estimates of ultimate losses and LAE will decrease earnings, while decreases in such estimates will increase earnings, as reported by the Company in the results of its operations for the periods in which the changes to the estimates are made by the Company. See MD&A, \u201cCritical Accounting Estimates,\u201d under the caption \u201cProperty and Casualty Insurance Reserves for Losses and Loss Adjustment Expenses\u201d beginning on page 63 for a discussion of the Company\u2019s reserving process and the factors considered by the Company\u2019s actuaries in estimating the Company\u2019s Property and Casualty Insurance Reserves.\nThe Company\u2019s actuaries also consider trends in the severity and frequency of claims and other factors when determining the premium rates to charge for its property and", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 860748_2020.htm (CIK: 860748, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00204", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nThis discussion presents Management\u2019s analysis of the Company\u2019s financial condition as of December 31, 2020 and 2019, and the results of operations for each year in the three-year period ended December 31, 2020. The discussion should be read in conjunction with the Company\u2019s consolidated financial statements and the notes related thereto presented elsewhere in this Form 10-K Annual Report (see Item 8 below).\nStatements contained in this report or incorporated by reference that are not purely historical are forward looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934 as amended, including the Company\u2019s expectations, intentions, beliefs, or strategies regarding the future. All forward-looking statements concerning economic conditions, growth rates, income, expenses, or other values which are included in this document are based on information available to the Company on the date noted, and the Company assumes no obligation to update any such forward-looking statements. It is important to note that the Company\u2019s actual results could materially differ from those in such forward-looking statements. Risk factors that could cause actual results to differ materially from those in forward-looking statements include but are not limited to those outlined previously in Item 1A.\nCritical Accounting Policies\nThe Company\u2019s financial statements are prepared in accordance with accounting principles generally accepted in the United States. The financial information and disclosures contained within those statements are significantly impacted by Management\u2019s estimates and judgments, which are based on historical experience and incorporate various assumptions that are believed to be reasonable under current circumstances. Actual results may differ from those estimates under divergent conditions.\nCritical accounting policies are those that involve the most complex and subjective decisions and assessments and have the greatest potential impact on the Company\u2019s stated results of operations. In Management\u2019s opinion, the Company\u2019s critical accounting policies deal with the following areas: the establishment of an allowance for loan and lease losses, as explained in detail in Note 2 to the consolidated financial statements and in the \u201cProvision for Loan and Lease Losses\u201d and \u201cAllowance for Loan and Lease Losses\u201d sections of this discussion and analysis; the valuation of impaired loans and foreclosed assets, as discussed in Note 2 to the consolidated financial statements; income taxes and deferred tax assets and liabilities, especially with regard to the ability of the Company to recover deferred tax assets as discussed in the \u201cProvision for Income Taxes\u201d and \u201cOther Assets\u201d sections of this discussion and analysis; and goodwill and other intangible assets, which are evaluated annually for impairment and for which we have determined that no impairment exists, as discussed in Note 2 to the consolidated financial statements and in the \u201cOther Assets\u201d section of this discussion and analysis. Critical accounting areas are evaluated on an ongoing basis to ensure that the Company\u2019s financial statements incorporate the most recent expectations with regard to those areas.\nOverview of the Results of Operations and Financial Condition\nResults of Operations Summary\nThe Company recognized net income of $35.4 million in 2020 relative to $36.0 million in 2019 and $29.7 million in 2018. Net income per diluted share was $2.32 in 2020, as compared to $2.33 in 2019 and $1.92 for 2018. The Company\u2019s return on average assets and return on average equity were 1.22% and 10.80%, respectively, in 2020, as compared to 1.40% and 12.23%, respectively, in 2019 and 1.23% and 11.37%, respectively, for 2018. Our financial results have been stable over the past year despite a higher level of loan and lease loss provisioning and elevated noninterest expenses,", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, deferred tax. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00205", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nThe following is a discussion of certain important factors, some of which are beyond our control, that may cause our business, financial condition, results of operations or cash flows in future periods to differ materially from those currently expected or desired. Factors not currently known to Veritiv or that we currently deem to be immaterial may also materially and adversely affect our business, financial condition, results of operations or cash flows. You should carefully consider the following discussion, together with the other information contained in this report, in evaluating us and an investment in our common stock.\nRisks Relating to the COVID-19 Pandemic\nThe outbreak of the COVID-19 pandemic has adversely affected, and in the future may materially and adversely affect, our business, financial condition, results of operations, liquidity and cash flows.\nThe rapid spread of COVID-19, and the measures taken to slow its spread, have adversely affected our business and financial results and will likely continue to do so for an uncertain period of time in the future. The COVID-19 pandemic has had and may continue to have negative impacts on our business, including volatility in demand for our products; delays or inability to source products; disruptions in supply chain and transportation; and volatility in the global capital and credit markets, which impacts interest rates and currency exchange rates. The pandemic could also cause a material reduction in the values of our assets including, but not limited to, deferred tax assets, goodwill and intangibles. Our customers, suppliers and vendors may suffer disruptions in their business due to the COVID-19 pandemic causing them financial distress which could include delaying payments to us, filing for bankruptcy protection or going out of business. In addition, there are currently a large number of our employees working remotely as well as operationally critical employees working at our facilities for business continuity purposes as lawfully permitted. Extended periods of remote work arrangements could introduce further operational risk, such as additional cybersecurity risks. Despite our efforts to manage these impacts, due to the rapidly evolving situation with COVID-19, the effect on our operational and financial performance will depend on future developments, all of which are uncertain and difficult to predict and in the future may have material adverse effects on our business, financial condition, results of operations, liquidity and cash flows. Such developments may include, but are not limited to, the spread and future resurgences of the virus, the severity and duration of the outbreak and the severity and duration of the resulting impact on the economy. Even after the COVID-19 pandemic has subsided, we may experience impacts on our business as a result of any economic recession, downturn or volatility that has occurred or may occur in the future. The COVID-19 pandemic may also have the effect of heightening many of the other risks described below, including those related to dependence on information technology and telecommunications systems, cybersecurity risks, compliance with financial covenants, ability to service indebtedness and stock price fluctuation.\nRisks Relating to Our Industry and Business\nThe industry-wide decline in demand for paper and related products could have a material adverse effect on our financial condition and results of operations.\nOur Print and Publishing businesses rely heavily on the sale of paper and related products. The industry-wide decrease in demand for paper and related products in key markets we serve places continued pressure on our revenues and profit margins and makes it more difficult to maintain or grow earnings. This trend is expected to continue. The failure to effectively differentiate us from our competitors in the face of increased use of email, increased and permanent product substitution, including le", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1599489_2020.htm (CIK: 1599489, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00206", "source": "edgar", "source_license": "public_domain", "text": "Item 11.\nExecutive Compensation\nThe information required regarding the compensation of our directors and executive officers is incorporated herein by reference from the information contained in the sections entitled \u201cSummary Compensation Table,\u201d \u201cDirector Compensation,\u201d and \u201cCompensation Committee Report\u201d in our Proxy Statement.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1158114_2020.htm (CIK: 1158114, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00207", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nINDEX TO CONSOLIDATED FINANCIAL STATEMENTS\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nTo the Stockholders and the Board of Directors of Pegasystems Inc.\nCambridge, Massachusetts\nOpinions on the Financial Statements and Internal Control over Financial Reporting\nWe have audited the accompanying consolidated balance sheets of Pegasystems Inc. and subsidiaries (the \"Company\") as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive (loss) income, stockholders\u2019 equity, and cash flows for each of the three years in the period ended December 31, 2020, and the related notes (collectively referred to as the \u201cfinancial statements\u201d). We also have audited the Company\u2019s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).\nIn our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.\nBasis for Opinions\nThe Company\u2019s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management\u2019s Report on and Changes in Internal Control over Financial Reporting. Our responsibility is to express an opinion on these financial statements and an opinion on the Company\u2019s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.\nOur audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.\nDefinition and Limitations of Internal Control over Financial Reporting\nA company\u2019s internal control o", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1013857_2020.htm (CIK: 1013857, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00208", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors.\nRisks related to our business and industry\nOur limited operating history does not afford investors a sufficient history on which to base an investment decision.\nWe were formed in February 2009 and are currently developing a new technology that has not yet gained market acceptance. There can be no assurance that at this time we will operate profitably or that we will have adequate working capital to meet our obligations as they become due.\nInvestors must consider the risks and difficulties frequently encountered by early stage companies, particularly in rapidly evolving markets. Such risks include the following:\n\u25cf competition;\n\u25cf need for acceptance of products;\n\u25cf ability to continue to develop and extend brand identity;\n\u25cf ability to anticipate and adapt to a competitive market;\n\u25cf ability to effectively manage rapidly expanding operations;\n\u25cf amount and timing of operating costs and capital expenditures relating to expansion of our business, operations, and infrastructure; and\n\u25cf dependence upon key personnel.\nWe cannot be certain that our business strategy will be successful or that we will successfully address these risks. In the event that we do not successfully address these risks, our business, prospects, financial condition, and results of operations could be materially and adversely affected and we may have to curtail our business.\nWe have a history of losses and have never realized revenues to date. We expect to continue to incur losses and no assurance can be given that we will realize revenues. Accordingly, we may never achieve and sustain profitability.\nAs of June 30, 2020, we have an accumulated deficit, of $75,550,515. For the year ended June 30, 2020 we incurred a net loss of $57,529,338. We expect to continue to incur net losses until we are able to realize revenues to fund our continuing operations. We may fail to achieve any or significant revenues from sales or achieve or sustain profitability. Accordingly, there can be no assurance of when, if ever, we will be profitable or be able to maintain profitability.\nWe have historically raised funds through various capital raising transactions. We will require additional funds in the future to fund our business plans, either through additional equity or debt financings or collaborative agreements or from other sources. We have no commitments to obtain such additional financing, and we may not be able to obtain any such additional financing on terms favorable to us, or at all. In the event we are unable to obtain additional financing, we may be unable to implement our business plan. Even with such financing, we have a history of operating losses and there can be no assurance that we will ever become profitable.\nWe may be unable to manage our growth or implement our expansion strategy.\nWe may not be able to develop our product or implement the other features of our business strategy at the rate or to the extent presently planned. Our projected growth will place a significant strain on our administrative, operational and financial resources. If we are unable to successfully manage our future growth, establish and continue to upgrade our operating and financial control systems, recruit and hire necessary personnel or effectively manage unexpected expansion difficulties, our financial condition and results of operations could be materially and adversely affected.\nWe may not be able to successfully develop and commercialize our technologies which would result in continued losses and may require us to curtail or cease operations.\nIn May of 2012, we completed a lab scale prototype of our technology. This prototype demonstrates hydrogen production from small scale solar devices coated with our unique, low-cost polymer coating, and submerged in waste water from a pulp and paper mill. However, we have not completed a large-scale commercial prototype of our technology and are uncertain at this time when completion of a commercial scale prototype will occur. A", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1481028_2020.htm (CIK: 1481028, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00209", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data.\nThe selected financial data should be read in conjunction with Part II, Item 7, \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d, and Part II, Item 8, \u201cFinancial Statements and Supplementary Data\u201d, of this Form 10-K.\n(1)Due to temporary closures of our casinos during the first and second quarters of 2020 to comply with quarantines issued by governments to contain the spread of COVID-19, we impaired $35.1 million related to goodwill, intangible assets and our cost investment to impairment - intangible and tangible assets on our consolidated statement of (loss) earnings. We deconsolidated Century Casino Bath in May 2020 after it entered creditor\u2019s voluntary liquidation following our permanent closure of the casino in March 2020. The deconsolidation resulted in a gain of $7.4 million recorded to general and administrative expenses on our consolidated statement of (loss) earnings. In December 2020, we sold the casino operations of CAL for CAD 10.0 million ($7.5 million based on the exchange rate in effect on August 5, 2020, the date we entered into a purchase agreement for the sale). We recorded the sale less working capital adjustments to gain on sale of casino operations on our consolidated statement of (loss) earnings.\n(2)In January 2019, we adopted Accounting Standard Update (\u201cASU\u201d) No. 2016-02, Leases (Topic 842) (\u201cASU 2016-02\u201d) and the subsequent amendments using the alternative modified retrospective method, which did not require the restatement of prior periods. Upon adoption of ASU 2016-02 we recognized leased right-of-use (\u201cROU\u201d) assets of $38.3 million and operating lease liabilities of $40.4 million in our consolidated balance sheet. In April 2019, we began operation of Century Mile Racetrack and Casino. In December 2019, we began operation of Mountaineer Casino, Racetrack & Resort, Century Casino Cape Girardeau and Century Casino Caruthersville. In December 2019, we impaired the assets related to Century Casino Bath and wrote-down $16.5 million to impairment - intangible and tangible assets on our consolidated statement of (loss) earnings.\n(3)In May 2018, we began operation of Century Casino Bath.\n(4)In November 2017, we completed an underwritten public offering in which we sold 4,887,500 shares of our common stock and received net proceeds from the offering of $34.4 million.\n(5)In October 2016, we began operation of Century Casino St. Albert.\n(6)A reconciliation of Adjusted EBITDA to net (loss) earnings attributable to Century Casinos, Inc. shareholders is presented below.\nWe have not declared or paid dividends in any of the years presented above.\nNon-GAAP Measures - Adjusted EBITDA\nWe define Adjusted EBITDA as net (loss) earnings attributable to Century Casinos, Inc. shareholders before interest expense (income), net, income taxes (benefit), depreciation and amortization, non-controlling interests net earnings (loss) and transactions, pre-opening expenses, acquisition costs, non-cash stock-based compensation charges, asset impairment costs, loss (gain) on disposition of fixed assets, discontinued operations, (gain) loss on foreign currency transactions, cost recovery income and other, gain on business combination and certain other one-time transactions. Expense related to the Master Lease is included in the interest expense (income), net line item. Intercompany transactions consisting primarily of management and royalty fees and interest, along with their related tax effects, are excluded from the presentation of net earnings (loss) attributable to Century Casinos, Inc. shareholders and Adjusted EBITDA reported for each segment. Not all of the aforementioned items occur in each reporting period, but have been included in the definition based on historical activity. These adjustments have no effect on the consolidated results as reported under US generally accepted accounting principles (\u201cUS GAAP\u201d). Adjusted EBITDA is not considered a measure of ", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00210", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nInvesting in our Class A common stock involves a high degree of risk. In addition to the other information set forth in this Annual Report, you should carefully consider the risks and uncertainties described below, together with all of the other information in this Annual Report on Form 10-K, including the section titled \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d and our consolidated financial statements and related notes, before making a decision to invest in our Class A common stock. Our business, results of operations, financial condition, or prospects could also be harmed by risks and uncertainties that are not presently known to us or that we currently believe are not material. If any of the risks actually occur, our business, results of operations, financial condition, and prospects could be materially and adversely affected. In that event, the market price of our Class A common stock could decline, and you could lose all or part of your investment. In addition, the impacts of COVID-19 and any worsening of the economic environment may exacerbate the risks described below, any of which could have a material impact on us. This situation is changing rapidly and additional impacts may arise that we are not currently aware of.\nRisks Related to Our Business and Operations\nOur business depends on our ability to retain and upgrade paying users, and any decline in renewals or upgrades could adversely affect our future results of operations.\nOur business depends upon our ability to maintain and expand our relationships with our users. Our business is subscription based, and paying users are not obligated to and may not renew their subscriptions after their existing subscriptions expire. As a result, we cannot provide assurance that paying users will renew their subscriptions utilizing the same tier of our products or upgrade to premium offerings. Renewals of subscriptions to our platform may decline or fluctuate because of several factors, such as dissatisfaction with our products, support, pricing, or mix of features, a user no longer having a need for our products, the availability of competitive products that are, or are perceived to be, less expensive, shifts in the mix of monthly and annual subscriptions or the impact of catastrophic events, such as the ongoing COVID-19 pandemic, on our paying users. In addition, some paying users downgrade or do not renew their subscriptions.\nWe encourage paying users to upgrade to our premium offerings by recommending additional features and through in-product prompts and notifications. We are focused on increasing recurring revenue and we believe that users that subscribe to our premium paid offerings demonstrate a propensity to retain and expand their deployments over time. We seek to expand within organizations through viral means by adding new users, having workplaces purchase additional products, or expanding the use of Dropbox into other departments within a workplace. We often see enterprise IT decision-makers deciding to adopt Dropbox after noticing substantial organic adoption by individuals and teams within the organization. If our paying users cancel their subscriptions or fail to renew, or if we fail to upgrade our paying users to premium offerings or expand within organizations, our business, results of operations, and financial condition may be harmed. Furthermore, we have and may continue to see an increase in customers opting for our monthly plans rather than our annual plans, including from users who upgrade to paid plans using mobile devices. As a result, if more of our users subscribe to our paid plans through mobile devices or otherwise opt for monthly plans, subscription renewals may fluctuate or decline. We believe these efforts, and certain fees from the referral of users to our partners, will generate increased recurring revenues from our existing user base. However, if users do not believe these offe", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1467623_2020.htm (CIK: 1467623, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00211", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data\nThe following selected statement of operations and balance sheet data as of and for the five fiscal years in the period ended September 26, 2020 have been derived from our audited consolidated financial statements. The financial data set forth below should be read in conjunction with our consolidated financial statements and related notes thereto in \u201cItem 8 - Financial Statements and Supplementary Data\u201d and \u201cItem 7", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 887733_2020.htm (CIK: 887733, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00212", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nNone of our directors or officers have received any cash compensation for services rendered to us. Certain of our directors and officers have received a grant of profits interest from our sponsor. Commencing on the date that our securities are first listed on Nasdaq through the earlier of consummation of our initial Business Combination and our liquidation. Our sponsor, officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-\npocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made by us to our sponsor, directors, officers or our or any of their respective affiliates. Please see the section entitled \u201cItem 13 - Certain Relationships and Related Transactions, and Director Independence.\u201d\nAfter the completion of our initial Business Combination, directors or members of our management team who remain with us may be paid consulting, management or other compensation from the combined company. All compensation will be fully disclosed to shareholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our shareholders in connection with a proposed business combination. It is unlikely the amount of such compensation will be known at the time, because the directors of the post-combination business will be responsible for determining executive officer and director compensation. Any compensation to be paid to our officers after the completion of our initial Business Combination will be determined by a compensation committee constituted solely by independent directors.\nWe are not party to any agreements with our officers and directors that provide for benefits upon termination of employment. The existence or terms of any such employment or consulting arrangements may influence our management\u2019s motivation in identifying or selecting a target business, and we do not believe that the ability of our management to remain with us after the consummation of our initial Business Combination should be a determining factor in our decision to proceed with any potential business combination.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1820143_2020.htm (CIK: 1820143, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00213", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6: SELECTED FINANCIAL DATA\nThe following table sets forth selected financial information for the periods indicated. The information should be read in conjunction with the consolidated financial statements and related notes discussed in Items 8 and 15, and Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations discussed in Item 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 908315_2020.htm (CIK: 908315, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00214", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nAs a smaller reporting company, we are not required to make disclosures under this Item.\nITEM 1B.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1824403_2020.htm (CIK: 1824403, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00215", "source": "edgar", "source_license": "public_domain", "text": "Item 8.Financial Statements and Supplementary Data\nIndex to Consolidated Financial Statements\nAll schedules are omitted because they are not applicable, are insignificant, or the required information is shown in the consolidated financial statements or notes thereto.\nManagement\u2019s Report on Internal Control over Financial Reporting\nThe management of Kansas City Southern is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended. KCS\u2019s internal control over financial reporting was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.\nBecause of its inherent limitations, internal control over financial reporting may not prevent or detect material misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.\nUnder the supervision and with the participation of the Company\u2019s Chief Executive Officer and Chief Financial Officer, management conducted an evaluation of the effectiveness of the Company\u2019s internal control over financial reporting as of December 31, 2020, based on the framework established by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control - Integrated Framework (2013) (commonly referred to as the COSO Framework). Based on its evaluation, management concluded that the Company\u2019s internal control over financial reporting was effective as of December 31, 2020, based on the criteria outlined in the COSO Framework.\nThe effectiveness of the Company\u2019s internal control over financial reporting as of December 31, 2020, has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which immediately follows this report.\nReport of Independent Registered Public Accounting Firm\nTo the Board of Directors and Stockholders of Kansas City Southern\nOpinions on the Financial Statements and Internal Control over Financial Reporting\nWe have audited the accompanying consolidated balance sheets of Kansas City Southern and its subsidiaries (the \u201cCompany\u201d) as of December 31, 2020 and 2019, and the related consolidated statements of income, comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 2020, including the related notes (collectively referred to as the \u201cconsolidated financial statements\u201d). We also have audited the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).\nIn our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.\nChange in Accounting Principle\nAs discussed in Note 2 to the consolidated financial statements, the Company changed the manner in which it accounts for leases in 2019.\nBasis for Opinions\nThe Company's management is responsible for these consolidated financial statements, for maintaining effecti", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 54480_2020.htm (CIK: 54480, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00216", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nThe following discussion and analysis is intended to help the reader understand our business, financial condition, results of operations, liquidity and capital resources and should be read together with \u201cItem 6. Selected Financial Data\u201d and \u201cItem 8. Financial Statements and Supplementary Data\u201d and related notes included elsewhere in this Annual Report.\nThis discussion contains forward-looking statements that are based on the views and beliefs of our management, as well as assumptions and estimates made by our management. Such views, beliefs, assumptions and estimates may, and often do, vary from actual results and the differences can be material. Actual results could differ materially from such forward-looking statements as a result of various factors, including those that may not be in the control of our management. We do not undertake any obligation to publicly update any forward-looking statements except as otherwise required by applicable law. For further information on items that could impact our future operating performance or financial condition, please read the sections entitled \u201cRisk Factors\u201d and \u201cForward-Looking Statements\u201d elsewhere in this Annual Report.\nOverview\nWe are a Delaware limited partnership formed in 2015 to own and acquire mineral and royalty interests in oil and natural gas properties throughout the United States. Effective as of September 24, 2018, we have elected to be taxed as a corporation for United States federal income tax purposes. As an owner of mineral and royalty interests, we are entitled to a portion of the revenues received from the production of oil, natural gas and associated NGLs from the acreage underlying our interests, net of post-production expenses and taxes. We are not obligated to fund drilling and completion costs, lease operating expenses or plugging and abandonment costs at the end of a well\u2019s productive life. Our primary business objective is to provide increasing cash distributions to unitholders resulting from acquisitions from third parties, our Sponsors and the Contributing Parties and from organic growth through the continued development by working interest owners of the properties in which we own an interest.\nAs of December 31, 2020, we owned mineral and royalty interests in approximately 9.1 million gross acres and overriding royalty interests in approximately 4.6 million gross acres, with approximately 60% of our aggregate acres located in the Permian Basin, Mid-Continent and Bakken/Williston Basin. As of December 31, 2020, over 98% of the acreage subject to our mineral and royalty interests was leased to working interest owners, including 100% of our overriding royalty interests, and substantially all of those leases were held by production. Our mineral and royalty interests are located in 28 states and in every major onshore basin across the continental United States and include ownership in over 97,000 gross wells, including over 41,000 wells in the Permian Basin.\nRecent Developments\n2020 Equity Offering\nIn January 2020, we completed an underwritten public offering of 5,000,000 common units for net proceeds of approximately $73.6 million (the \u201c2020 Equity Offering\u201d). We used the net proceeds from the 2020 Equity Offering to purchase OpCo common units. The Operating Company in turn used the net proceeds to repay approximately $70.0 million of the outstanding borrowings under our secured revolving credit facility. In connection with the 2020 Equity Offering, certain selling unitholders sold 750,000 common units pursuant to the exercise of the underwriters\u2019 option to purchase additional common units. We did not receive any proceeds from the sale of the common units by the selling unitholders.\n2020 Partial Redemption of Preferred Units\nOn February 12, 2020, we completed the redemption of 55,000 Series A preferred units, representing 50% of the then-outstanding Series A preferr", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1657788_2020.htm (CIK: 1657788, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00217", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nAn investment in the Company is subject to risks inherent in our business. The material risks and uncertainties that management believes affect the Company are described below. Before making an investment decision with respect to any of the Company's securities, you should carefully consider the risks and uncertainties described below, together with all of the information included herein. The risks and uncertainties described below are not the only risks and uncertainties the Company faces. Additional risks and uncertainties not presently known or currently deemed immaterial also may have a material adverse effect on the Company's results of operations and financial condition. If any of the following risks actually occur, the Company's business, financial condition, and results of operations could be adversely affected, possibly materially. In that event, the trading price of the Company's common stock or other securities could decline. The risks discussed below also include forward-looking statements, and actual results or outcomes may differ substantially from those discussed or implied in these forward-looking statements.\nRisks Related to the Company's Business\nInterest Rate and Credit Risks\nThe Company is subject to interest rate risk.\nThe Company's earnings and cash flows largely depend on its net interest income. Net interest income equals the difference between interest income and fees earned on interest-earning assets (such as loans and securities) and interest expense incurred on interest-bearing liabilities (such as deposits and borrowed funds). Interest rates are highly sensitive to many factors that are beyond the Company's control, including general economic conditions and policies of various governmental and regulatory agencies, particularly the Federal Reserve. Changes in monetary policy, including changes in interest rates, could influence the amount of interest the Company earns on loans and securities and the amount of interest it pays on deposits and borrowings. These changes could also affect (i) the Company's ability to originate loans and obtain deposits, (ii) the fair value of the Company's financial assets and liabilities, and (iii) the average duration of the Company's securities portfolio. If the interest rates paid on deposits and other borrowings increase at a faster rate than the interest rates received on loans and other investments, the Company's net interest income and, therefore, earnings could be adversely affected. Earnings could also be adversely affected if the interest rates received on loans and other investments fall more quickly than the interest rates paid on deposits and other borrowings.\nAlthough management believes it implements effective asset and liability management strategies to reduce the potential effects of changes in interest rates on the Company's results of operations, any substantial, unexpected, or prolonged change in market interest rates could have a material adverse effect on the Company's business, financial condition, and results of operations. See \"Net Interest Income\" in Item 7, \"Management's Discussion and Analysis of Financial Condition and Results of Operations,\" of this Form 10-K for further discussion related to the Company's management of interest rate risk.\nChanges in the method pursuant to which the LIBOR and other benchmark rates are determined could adversely impact our business and results of operations.\nOur floating-rate funding, certain hedging transactions and certain of the products that we offer, such as floating-rate loans and mortgages, determine the applicable interest rate or payment amount by reference to a benchmark rate, such as the London Interbank Offered Rate (\"LIBOR\"), or to an index, currency, basket or other financial metric. LIBOR and certain other benchmark rates are the subject of recent national, international, and other regulatory guidance and proposals for reform. In July 2017, the Chief Executive of the Fin", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 702325_2020.htm (CIK: 702325, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00218", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition, Results of Operations and Critical Accounting Policies.\nThe following commentary should be read in conjunction with the Consolidated Financial Statements and related notes thereto contained in Part IV of this Annual Report on Form 10-K. This discussion contains forward-looking statements based on current expectations that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under Item 1A.,\"Risk Factors,\" included in Part I of this Annual Report on Form 10-K.\nCompany Overview\nWe are a leading U.S. provider of ultra-rugged mobile devices, including phones, barcode scanners and accessories designed specifically for task workers physically engaged in their work environments, often in mission-critical roles. We currently sell our ruggedized mobile phones and accessories to the three largest wireless carriers in the United States- AT&T, T-Mobile (which acquired Sprint in 2020) and Verizon-as well as the three largest wireless carriers in Canada-Bell, Rogers and Telus Mobility. We also sell our ruggedized phones, barcode scanners and accessories through distribution channels in North America, South America and Europe. Our devices and accessories connect workers with voice, data and workflow applications in two end markets: industrial enterprise and public sector.\nWe generate revenues primarily from sales of our (i) mobile phones, (ii) barcode scanners, and (iii) industrial-grade accessories. We sell our mobile phones and accessories primarily to wireless carriers in both the United States and Canada, who then resell our products in conjunction with network services to end customers. We sell our barcode scanners globally through partnerships with major distributors.\nBecause our U.S. sales channel is primarily comprised of large wireless carriers, the number of customers that we sell to is limited. For the year ended December 31, 2020, approximately 90% of our revenues came from large wireless carriers and 77% came from our top four customers. For the year ended December 31, 2020, our smartphones accounted for approximately 41% of our revenues and our feature phones accounted for approximately 55% of our revenues. To help control and manage the quality, cost and reliability of our supply chain, we directly manage the procurement of all final assembly materials used in our products, which include LCDs, housings, camera modules and antennas. To help contain costs and improve the efficiency of our operations, we have outsourced substantially all of our manufacturing functions, software development and quality control functions to third parties, transferring the employees who previously performed this work. In order to continue to develop differentiated products to attract and retain customers, we have made significant investments in research and development through our partnerships with ODMs. We expect this investment to result in a new generation of feature phone and barcode scanner products which will deliver the majority of the Company\u2019s revenue by the end of 2021.\nAdditional Sonim Subsidiary\nOn August 21, 2019, Sonim Technologies (Canada), Inc. was incorporated, a fully owned subsidiary of the Company, to aide with sales and post sales services. During the year ended December 31, 2020, this subsidiary was dissolved.\nRestructuring and Reduction in Force\nDuring 2020, we have continued to reduce our headcount to better align our expenses with our revenue profile. The Company executed a reduction in force of approximately 10% of its U.S. employees in February 2020 and has also reduced headcount in certain international locations in India and Shenzhen. Our headcount at December 31, 2020 was 317. During 2020, we decided to proceed with future product co-development and manufacturing with ODM partners. To ensure the efficient manufacturin", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1178697_2020.htm (CIK: 1178697, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00219", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nAny investment in our securities involves a high degree of risk. Investors should carefully consider the risks described below and all of the information contained in this annual report on Form 10-K before deciding whether to purchase our common stock. Our business, financial condition or results of operations and trading price or value of our securities could be materially adversely affected by these risks if any of them actually occur. This annual report on Form 10-K also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks we face as described below and elsewhere in this annual report on Form 10-K.\nRisks Related to Our Business\nIf we do not successfully implement our business strategy, our business and results of operations will be adversely affected.\nOur business strategy was formed based on assumptions about the PAD market and healthcare reform that might prove wrong. We believe that various demographics and industry-specific trends, including the aging of the general population, growth of capitated payment programs, numbers of undiagnosed patients with PAD or other diseases and the importance of codifying vascular disease and potentially other diseases will help drive growth in the PAD market and our risk assessment business. However, these demographics and trends, and our assumptions about them, are uncertain. Actual demand for our products and service offerings could differ materially from projected demand if our assumptions regarding these factors prove to be incorrect or do not materialize, or if alternatives to our products or other risk assessment service providers gain widespread acceptance.\nIn addition, we may not be able to successfully implement our business strategy. To implement our business strategy, we need to (among other things) find new applications for and improve our products and service offerings and educate healthcare providers and plans about the clinical and cost benefits of our products, all of which we believe could increase acceptance of our products by physicians. We may also need to develop or acquire rights to other products and services that would be of interest to our customers given the patient populations they serve. In addition, we are seeking to increase our sales and, in order to do so, might need to expand our direct and distributor sales forces in existing and new territories, all of which could result in our becoming subject to additional or different regulatory requirements, with which we may not be able to comply. Moreover, even if we successfully implement our business strategy, our operating results may not improve or may decline. We may decide to alter or discontinue aspects of our business strategy and may adopt different strategies due to business or competitive factors not currently foreseen, such as new medical technologies that would make our products obsolete. Our attempts to alter aspects of our business strategy, such as our recent entry into an exclusive marketing and distribution agreement and our investments in private companies, may not yield positive effects on our business, results of operations and financial condition. Any delay or failure to implement our business strategy may adversely affect our business, results of operations and financial condition.\nOur business has been and could continue to be adversely affected by the COVID-19 pandemic.\nOur business has been and could continue to be adversely affected by the global COVID-19 pandemic. In the first half of 2020, we experienced decreased test volumes due to \"social distancing\" and other executive orders mandating \"shelter-in-place\" or similar restrictions, which limited patient visits by our customers. This volume decrease primarily affected revenues from our variable-fee licenses, which are based on usage of our Q", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1554859_2020.htm (CIK: 1554859, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00220", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data\nThe following selected consolidated financial data should be read in conjunction with our consolidated financial statements and related notes, \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d and other financial data included elsewhere in this annual report on Form 10-K. The consolidated statements of income and balance sheet data for all periods presented is derived from the audited consolidated financial statements included elsewhere in this annual report on Form 10-K or in prior year annual reports on Form 10-K on file with the Commission.\nThe following table sets forth selected financial data for the last five fiscal years (in thousands, except per share data):\nDuring the year ended December 31, 2019, we adopted accounting guidance that requires companies to present assets and liabilities arising from leases on the consolidated balance sheet. The guidance was applied prospectively beginning January 1, 2019. Accordingly, assets arising from leases are presented above in total assets in 2020 and 2019 only. In addition, liabilities arising from leases are presented in operating lease liabilities in 2020 and 2019 only.\nDuring the years presented in the table above, various acquisitions occurred, the results of which are presented prospectively from the date of acquisition. These acquisitions may impact the comparability of the consolidated financial data presented above. See Note 8 to our consolidated financial statements included elsewhere in this annual report on Form 10-K for more details regarding these acquisitions.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1086222_2020.htm (CIK: 1086222, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00221", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data.\nThe consolidated financial statements required to be filed pursuant to this Item 8 are appended to this report. An index of those financial statements is found in Item 15.\nItem 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1759824_2020.htm (CIK: 1759824, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00222", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk\nWe are exposed to market risks related to fluctuations in interest rates on our Revolving Credit Facility and Term Loan. We have occasionally utilized derivative instruments, including interest rate swaps, in conjunction with our overall strategy to manage the debt outstanding that is subject to changes in interest rates. We have a $750.0 million Revolving Credit Facility and an outstanding Term Loan at March 31, 2020, under which borrowings bear interest at a variable rate. A hypothetical 100 basis point increase in interest rates on the $1,225.0 million of borrowings under the Revolving Credit Facility and Term Loan at March 31, 2020 would increase our interest expense by $12.3 million on an annual basis. We do not presently utilize derivative financial instruments.\nWe are subject to commodity risk with respect to price changes principally in coal, coke, natural gas, and power. We attempt to limit our exposure to changes in commodity prices by entering into contracts or increasing use of alternative fuels.\nITEM 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 918646_2020.htm (CIK: 918646, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00223", "source": "edgar", "source_license": "public_domain", "text": "Item 7A.Quantitative and Qualitative Disclosures about Market Risk\nMarket and Other Economic Risks\nWe are exposed to various market risks, primarily changes in interest rates, currency and commodity prices. Our objective is to minimize the economic impact of these market risks. We may use derivatives in accordance with policies and procedures approved by the Audit Committee of our Board of Directors. Derivatives are managed by a senior executive committee whose responsibilities include initiating, managing and monitoring resulting exposures. See Note 12 - Derivative Instruments for additional information.\nWe manage our foreign currency exposures by balancing certain assets and liabilities denominated in foreign currencies. We may also use foreign currency forward contracts to manage these exposures. The principal objective of such contracts is to minimize the potential volatility and financial impact of changes in foreign currency exchange rates. We do not utilize financial instruments for trading or other speculative purposes.\nThe prices, sales volumes and margins of the commodity products of our High Purity Cellulose segment and all the products of the Forest Products and Pulp & Newsprint segments have historically been cyclically affected by economic and market shifts, fluctuations in capacity, and changes in foreign currency exchange rates. In general, these products are commodities that are widely available from other producers; because these products have few distinguishing qualities from producer to producer, competition is based primarily on price, which is determined by supply relative to demand. The overall levels of demand for the products we manufacture, and consequently our sales and profitability, reflect fluctuations in end user demand. Our cellulose specialties product prices are impacted by market supply and demand, raw material and processing costs, changes in global currencies and other factors. While these prices are not directly correlated to commodity dissolving wood pulp and paper pulp prices, changes in commodity dissolving wood pulp and paper pulp prices may impact competitors' actions\nwhich can lead to an impact in prices for cellulose specialties products. In addition, approximately half of our cellulose specialties contracted volumes are under multi-year contracts that expire between 2021 and 2023.\nAs of December 31, 2020, we had $5 million of variable rate debt which is subject to interest rate risk. At this borrowing level, a hypothetical one-percentage point increase/decrease in interest rates would result in an immaterial increase/decrease in interest payments and expense over a 12-month period.\nThe fair market value of our long-term fixed interest rate debt is also subject to interest rate risk. However, we intend to hold most of our debt until maturity. The estimated fair value of our fixed-rate debt at December 31, 2020 was $1,050 million compared to the $1,088 million principal amount. We use quoted market prices to estimate the fair value of our fixed-rate debt. Generally, the fair market value of fixed-rate debt will increase as interest rates fall and decrease as interest rates rise.\nWe may periodically enter into commodity forward contracts to fix some of our energy costs that are subject to price volatility caused by weather, supply conditions, political and economic variables and other unpredictable factors. Such forward contracts partially mitigate the risk of changes to our gross margins resulting from an increase or decrease in these costs. Forward contracts which are derivative instruments are reported in the consolidated balance sheets at their fair values, unless they qualify for the normal purchase normal sale (\"NPNS\") exception and such exception has been elected. If the NPNS exception is elected, the fair values of such contracts are not recognized on the balance sheet.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1597672_2020.htm (CIK: 1597672, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00224", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Dollars in millions, except per share amounts and unless otherwise indicated)\nThe Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations section of this Form 10-K generally discusses 2020 and 2019 items and year-to-year comparisons between 2020 and 2019. Discussions of 2018 items and year-to-year comparisons between 2019 and 2018 that are not included in this Form 10-K can be found in \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2019.\nOVERVIEW\nWe are a financial services company that services and originates mortgage loans. We are a leading mortgage special servicer, servicing 1,107,582 loans with a total UPB of $188.81 billion on behalf of more than 4,179 investors and 127 subservicing clients as of December 31, 2020 . We service all mortgage loan classes, including conventional, government-insured and non-Agency loans. Our Originations business is part of our balanced business model to generate gains on loan sales and profitable returns, and to support the replenishment and the growth of our servicing portfolio. Through our recapture, retail, correspondent and wholesale channels, we originate and purchase conventional and government-insured forward and reverse mortgage loans that we sell or securitize on a servicing retained basis. In addition, we grow our mortgage servicing volume through MSR flow purchase agreements, GSE Cash Window programs, bulk MSR purchase transactions, and subservicing agreements.\nWe have built a multi-channel, scalable origination platform that creates sustainable sources of replenishment and growth of our servicing portfolio, as detailed in the table below. We determine our target returns for each channel, however, the channel and delivery selection is generally our clients\u2019 decision.\nWe selectively sourced our MSR originations and purchases and subservicing in 2020 through diversified channels, as detailed below:\n(1)Represents the UPB of loans that have been originated or purchased during the respective periods and for which we recognize a new MSR on our consolidated balance sheets upon sale or securitization.\n(2)Represents the UPB of reverse mortgage loans that have been securitized on a servicing retained basis. The loans are recognized on our consolidated balance sheets under GAAP without any separate recognition of MSRs.\n(3)Represents the UPB of loans for which the MSR is purchased.\n(4)Interim subservicing, excluding the volume UPB associated with short-term interim subservicing for some clients as a support to their originate-to-sell business, where loans are boarded and de-boarded within the same quarter.\nCOVID-19 Pandemic Impact on our 2020 Financial Performance\nIn March 2020, the WHO categorized the Coronavirus Disease 2019 (COVID-19) as a pandemic and the COVID-19 outbreak was declared a national emergency in the U.S. The pandemic has adversely affected economic conditions since March 2020, with high levels of unemployment, and has created uncertainties about the duration and magnitude of the economic downturn. Our financial performance in 2020 has been affected by the pandemic, mostly due to large losses on MSRs and lower revenue in our Servicing business, partially offset by the growth and profitability of our Originations business, as discussed further below. Furthermore, the CARES Act allowed us to recognize income tax benefits in 2020 mostly due to the carryback of a portion of our prior net operating losses.\nDetermining the COVID-19 impact on our financial performance requires management to use judgment, including the estimation of those impacts that are directly attributable to COVID-19 factors. The below discussion includes some comparisons with the financial performance of 2019 and selected noteworthy items to isolate the impact of ", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax benefit. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00225", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6.SELECTED FINANCIAL DATA\n(a) Fiscal 2018 results include remeasurement impacts from the TCJA in the U.S. See Notes 7 and 9 to Consolidated Financial Statements for additional information.\n(b) Noncontrolling interests from Fiscal 2016 to Fiscal 2018 include noncontrolling interests in AmeriGas Partners. See Note 5 to Consolidated Financial Statements regarding the effect of the AmeriGas Merger on noncontrolling interests.\n(a) Income taxes associated with pre-tax adjustments determined using statutory business unit tax rates.\n(b) Management uses \"adjusted net income attributable to UGI Corporation\" and \"adjusted diluted earnings per share,\" both of which are financial measures not in accordance with GAAP, when evaluating UGI's overall performance. Non-GAAP financial measures are not in accordance with, or an alternative to, GAAP and should be considered in addition to, and not as a substitute for, the comparable GAAP measures. Management believes that these non-GAAP measures provide meaningful information to investors about UGI\u2019s performance because they eliminate the impact of gains and losses on commodity and certain foreign currency derivative instruments not associated with current-period transactions and other significant discrete items that can affect the comparison of period-over-period results.\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax rate. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00226", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nThe recent Coronavirus outbreak has been declared a pandemic by the World Health Organization, has spread to the United States and many other parts of the world and will adversely affect our business operations globally, store traffic, employee availability, financial condition, liquidity and cash flow and the length of such impacts are uncertain.\nThe outbreak of the Coronavirus (\u201cCOVID-19\u201d) continues to grow both in the United States and globally, and related government and private sector responsive actions have and will continue to adversely affect our business operations. It is impossible to predict the effect and ultimate impact of the COVID-19 pandemic as the situation is rapidly evolving.\nThe spread of COVID-19 has caused public health officials to recommend precautions to mitigate the spread of the virus, including warning against congregating in heavily populated areas, such as malls and shopping centers. On March 14, 2020, we announced that we temporarily closed all stores globally and have since extended the temporary closures until further notice. There is significant uncertainty around the breadth and duration of these store closures and other business disruptions related to COVID-19, as well as its impact on the U.S. and global economy, consumer willingness to visit malls and shopping centers, and employee willingness to staff our stores once they re-open. While our distribution and fulfillment centers currently remain open, there is risk that any of these facilities: 1) may become less productive or encounter disruptions due to employees at the facilities becoming infected with the virus; and/or 2) are no longer allowed to operate based on directives from public health officials or government authorities. The extent to which COVID-19 impacts our results will depend on future developments, which are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity of COVID-19 and the actions taken to contain it or treat its impact. In our offices globally, we have asked our corporate employees whose jobs allow them to work remotely to do so for the foreseeable future. Such precautionary measures could create operational challenges as we adjust to a remote workforce, which could adversely impact our business. Additionally, to the extent COVID-19 adversely impacts the operations of our Wholesale segment customers, it could negatively impact our sales and collection of accounts receivables from such customers. On March 31, 2020, we announced we are furloughing a substantial number of store, wholesale and home office employees for 60 days beginning April 1, 2020. We also announced taking many additional measures to protect our financial position and increase financial flexibility.\nOur reportable segments are sensitive to economic conditions, market disruptions and other factors that affect consumer confidence and discretionary spending.\nWe are subject to numerous business risk factors. Consumer purchases and rentals of discretionary retail items and specialty retail products, including our products, may decline during recessionary periods and also may decline at other times when disposable income is lower. A prolonged economic downturn could have a material adverse impact on our business, financial condition or results of operations.\nEconomic conditions, both on a global level and in particular markets, may have significant effects on consumer confidence and discretionary spending that would in turn, affect our business or the retail industry generally. Some of these economic conditions include wages and employment, consumer debt, reductions in net worth based on severe market declines, residential real estate and mortgage markets, taxation, fuel and energy prices, interest rates, volatility in credit markets, credit availability, political and economic crises and other macroeconomic factors. These factors may affect consumer purchases and rentals of our ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 912615_2020.htm (CIK: 912615, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00227", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. Selected Financial Data\nWillScot was incorporated under the name Double Eagle Acquisition Corporation (\"Double Eagle\") on June 26, 2015. Prior to November 29, 2017, Double Eagle was a Nasdaq-listed special purpose acquisition company. On November 29, 2017, Double Eagle acquired Williams Scotsman International, Inc. (\u201cWSII\u201d) from Algeco Scotsman Global S.\u00e0 r.l., which is majority owned by an investment fund managed by TDR Capital (the \u201cBusiness Combination\u201d). In connection with the Business Combination, Double Eagle domesticated to Delaware and changed its name to WillScot Corporation.\nOn December 20, 2017, WSII acquired 100% of the issued and outstanding ownership of Acton Mobile Holdings LLC.\nOn August 15, 2018, WSII acquired ModSpace. Results of operations from ModSpace subsequent to the acquisition are included in our consolidated operating results.\nOn July 1, 2020, WillScot Corporation merged with Mobile Mini, Inc. Results of operations from Mobile Mini, Inc. subsequent to the Merger are included in our consolidated operating results.\nAs a result of the Merger, we evaluated our operating structure and, accordingly, our segment structure and determined we operate in four reportable segments as follows: North America Modular Solutions (\"NA Modular\"), North America Storage Solutions (\"NA Storage\"), United Kingdom Storage Solutions (\"UK Storage\") and Tank and Pump Solutions (\"Tank and Pump\"). The NA Modular segment aligns with the WillScot legacy business prior to the Merger and the NA Storage, UK Storage and Tank and Pump segments align with the Mobile Mini segments prior to the Merger.\nIn connection with the Merger, we determined our reportable segments as discussed above and retrospectively adjusted prior years' presentation to conform to the current presentation of reportable segments.\nThe following selected historical financial information should be read together with the consolidated financial statements and accompanying notes and \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\u201d The selected historical financial information in this section is not intended to replace WillScot Mobile Mini\u2019s consolidated financial statements and the related notes.\n(a) WillScot Mobile Mini presents Adjusted EBITDA, Free Cash Flow, Adjusted Gross Profit and Net CAPEX, which are measurements not calculated in accordance with GAAP and are defined below in the section \"Reconciliation of non-GAAP Financial Measures,\" because they are key metrics used by management to assess financial performance. Our business is capital intensive, and these additional metrics allow management to further evaluate its operating performance. See below for reconciliations of non-GAAP financial measures.\nQuarterly Consolidated Results for the Year Ended December 31, 2020\nQuarterly Consolidated Results for the Year Ended December 31, 2019\nReconciliation of non-GAAP Financial Measures\nThe following presents definitions and reconciliations to the nearest comparable GAAP measure of certain non-GAAP financial measures used in this Annual Report on Form 10-K.\nAdjusted EBITDA\nWe define EBITDA as net income (loss) plus interest (income) expense, income tax expense (benefit), depreciation and amortization. Our adjusted EBITDA (\"Adjusted EBITDA\") reflects the following further adjustments to EBITDA to exclude certain non-cash items and the effect of what we consider transactions or events not related to our core business operations:\n\u2022Currency (gains) losses, net: on monetary assets and liabilities denominated in foreign currencies other than the subsidiaries\u2019 functional currency. Substantially all such currency gains (losses) are unrealized and attributable to financings due to and from affiliated companies.\n\u2022Goodwill and other impairment charges related to non-cash costs associated with impairment charges to goodwill, other intangibles, rental fleet and property, plant and equipment.\n\u2022Restructuring costs, lease impairment expense", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax expense. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00228", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6.\nSELECTED CONSOLIDATED FINANCIAL DATA\nThe following tables present selected historical financial data for our business. You should read this information together with \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d and the consolidated financial statements, related notes and other financial information included elsewhere in this Annual Report on Form 10-K. The selected consolidated financial data in this section are not intended to replace the consolidated financial statements and are qualified in their entirety by the consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K.\nWe derived the consolidated statements of operations data for the years ended December 31, 2020 and 2019, and the consolidated balance sheet data as of December 31, 2020 and 2019 from our audited consolidated financial statements included elsewhere in this report. We derived the consolidated statements of operations data for the years ended December 31, 2018, 2017 and 2016 and the consolidated balance sheet data as of December 31, 2018, 2017 and 2016 from our audited financial statements not included in this report. Our historical results are not necessarily indicative of the results to be expected in the future. The selected consolidated financial data includes the impact of our acquisitions and divestitures.\n(1)\nStock-based compensation expense included in the consolidated statements of operations data above was allocated as follows:\n(2)\nAmortization of intangible assets included in the consolidated statements of operations data above was allocated as follows:\n(3)\nRestructuring-related expenses included in the consolidated statements of operations data above were allocated as follows:\n(4)\nSee Note 15 of the consolidated financial statements for an explanation of the calculations of basic and diluted net loss per share available to common stockholders.\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1389002_2020.htm (CIK: 1389002, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00229", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nThe following Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations, or MD&A, is intended to help the reader understand Lightbridge Corporation, our operations, and our present business environment. MD&A is provided as a supplement to, and should be read in conjunction with, our Consolidated Financial Statements and the accompanying Notes thereto, which are contained in Part II. Item 8. Financial Statements and Supplementary Data, of this report. This discussion contains forward-looking statements that are based on our management\u2019s current expectations, estimates, and projections for our business, which are subject to a number of risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth under \u201cForward-Looking Statements\u201d and Part I. Item 1A. Risk Factors. This MD&A consists of the following sections:\n\u00b7\nOverview of Our Business and Recent Developments - a general overview of our business and updates;\n\u00b7\nOperations Review - an analysis of our consolidated results of operations for the two years presented in our consolidated financial statements. Except to the extent that differences are material to an understanding of our business as a whole, we present the discussion in the MD&A on a consolidated basis; and\n\u00b7\nLiquidity, Capital Resources, and Financial Position - an analysis of our cash flows, and an overview of our financial position.\n\u00b7\nCritical Accounting Policies, and Estimates - a discussion of accounting policies that require critical judgments and estimates;\nOverview of Our Business and Recent Developments\nOur Business\nFinancial information is included in Part II. Item 8. Financial Statements and Supplementary Data, of this Annual Report on Form 10-K.\nOur Company\u2019s goal is to impact in a meaningful way the world\u2019s climate and energy problems. We are developing and plan to commercialize innovative, proprietary nuclear fuel designs, which we expect will significantly enhance the nuclear power industry\u2019s economics due to higher power output and improved safety margins. We are an early-stage technology company in the product development phase and are pre-revenue. Our ongoing operations are currently being financed primarily by raising new equity capital.\nThe U.S. Department of Energy (DOE), Office of Nuclear Energy has established the Gateway for Accelerated Innovation in Nuclear (GAIN) program to provide the nuclear community with access to the technical, regulatory, and financial support necessary to move new or advanced nuclear technologies toward commercialization, while ensuring the continued safe, reliable, and economic operation of the existing nuclear reactor fleet.\nWe were awarded a GAIN voucher in 2019 for the experiment design for irradiation of material samples of Lightbridge metallic fuel in the Advanced Test Reactor (ATR) at Idaho National Laboratory (INL). On April 22, 2020, we entered into a Cooperative Research and Development Agreement (CRADA) with Battelle Energy Alliance, LLC (BEA), the DOE\u2019s operating contractor at INL (see Recent Developments section below). The project commenced in the second quarter of 2020 and was originally expected to be completed in the second quarter of 2021. However, because of project staffing issues at INL related to the laboratory\u2019s COVID-19 restrictions and U.S. export control matters, the project is currently expected to be completed by the end of the third quarter of 2021.\nOur metallic fuel can be used in different types of water-cooled commercial power reactors, such as pressurized water reactors (PWRs), boiling water reactors (BWRs), Russian designed water-water energetic reactors (VVERs), CANDU heavy water reactors, water-cooled small modular reactors (SMRs), as well as water-cooled research reactors.\nWe have obtained patent val", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1084554_2020.htm (CIK: 1084554, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00230", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. Risk Factors.\nWe are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.\nITEM 1B.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1421819_2020.htm (CIK: 1421819, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00231", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\nNISOURCE INC.\nNone.\nOn November 19, 2020, the SEC issued amendments to streamline and enhance certain financial disclosure requirements in Regulation S-K. These changes are effective for annual filings for the first fiscal year ending on or after August 9, 2021. Early adoption is permitted for companies after February 10, 2021, and companies are permitted to selectively early adopt the provisions of the final rules, provided an amended item is adopted in its entirety. We early adopted the amendments to Item 301 in their entirety, which removed the requirement to furnish selected financial data for each of the last five fiscal years.\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1111711_2020.htm (CIK: 1111711, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00232", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nThe following discussion and analysis of financial condition and results of operations should be read together with the financial statements and the related notes included in Item 8 of Part II of this Annual Report on Form 10-K. This discussion and analysis contains certain forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those discussed below. Factors that could cause or contribute to such differences include, but are not limited to, those identified below and those set forth under the section entitled \"Risk Factors\" in Item 1A, and other documents we file with the Securities and Exchange Commission. Historical results are not necessarily indicative of future results.\nOverview\nWe are a global genomic diagnostics company that improves patient care by answering important clinical questions to inform diagnosis and treatment decisions throughout the patient journey in cancer and other diseases. Our growing menu of tests leverages advances in genomic science and machine learning technology to change care for patients, enabling them to avoid risky, costly procedures and reduce time to appropriate treatment. In addition to making our genomic tests available in the United States through our central laboratory, we believe our nCounter Analysis instrument is a best-in-class diagnostics platform that positions us to deliver our tests to patients worldwide through laboratories and hospitals that can perform the tests locally. We estimate that our current and near-term pipeline products address an estimated $10 billion global market and that our longer-term pipeline products will enable us to address an estimated $50 billion global market.\nWe design our tests to answer critical questions in the diagnosis, prognosis and treatment of cancer and other diseases and improve patient outcomes, while delivering clinical and economic utility to physicians, payers and the healthcare system. We position our tests to integrate seamlessly into the way physicians currently evaluate patients in order to facilitate adoption.\nWe develop our genomic tests using advanced scientific methods, such as RNA whole-transcriptome sequencing and machine learning, and then optimize the assays and classifiers for the platform on which the test will be performed. Historically, we have utilized RNA sequencing methods performed in our CLIA laboratory in South San Francisco, California. Beginning in 2021, we expect to adapt select tests to be performed on the nCounter Analysis System for international distribution of our tests.\nWe currently offer five commercialized genomic tests that we believe are changing disease diagnosis and patient care. All five tests are available in the United States and one is available internationally. These include the Afirma Genomic Sequencing Classifier, or GSC (its predecessor was the Afirma Gene Expression Classifier, or GEC) for thyroid cancer; the Percepta GSC (its predecessor was the Percepta Bronchial Genomic Classifier) for lung cancer; the Envisia Genomic Classifier for IPF; the Afirma Xpression Atlas, which provides information on the most common and emerging gene alterations associated with thyroid cancer, enabling physicians to confidently tailor surgical and treatment decisions at time of diagnosis; and the Prosigna Breast Cancer Assay for assessing risk of breast cancer distant recurrence, which is available for use on the nCounter platform in the United States and internationally.\nWe expect to continue expanding our offerings in thyroid cancer, lung cancer, ILD/IPF, breast cancer and lymphoma, as well as other indications that we believe will benefit from our technology and approach. Our product development pipelines address what we believe to be significant market opportunities in early detection, diagnosis, staging/prognosis, therapy selection/surgery and disease monitorin", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1384101_2020.htm (CIK: 1384101, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00233", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nYou should read the following discussion together with Item 6. \u201cSelected Financial Data\u201d and our consolidated financial statements and related notes included in Item 8. \u201cFinancial Statements and Supplementary Data.\u201d This section of the Form 10-K generally discusses 2020 and 2019 items and year-to-year comparisons of 2020 to 2019. Discussions of 2018 items and year-to-year comparisons of 2019 and 2018 that are not included in this Form 10-K can be found in \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d in Part II, Item 7 on our Annual Report on Form 10-K for the year ended December 31, 2019. The discussion contains forward-looking statements involving risks, uncertainties and assumptions that could cause our results to differ materially from expectations. See \u201cCautionary Note Regarding Forward-Looking Statements.\u201d Factors that might cause such differences include those described in Item 1A. \u201cRisk Factors\u201d and elsewhere in this report.\nOverview\nAs of December 31, 2020, we operated 2,724 Chipotle restaurants throughout the United States, 40 international Chipotle restaurants, and four non-Chipotle restaurants. We are committed to making good food more accessible to everyone while continuing to be a brand with a demonstrated purpose.\nOverview of the Impact of COVID-19\nThe COVID-19 pandemic has adversely affected, and will continue to adversely affect, our operations and financial results for the foreseeable future. In response to COVID-19, we temporarily closed some restaurants and dining rooms in our restaurants. We continue to follow guidance from health officials in determining the appropriate restrictions to put in place for each restaurant. As of December 31, 2020, the majority of our restaurants have been reopened for dine-in with restrictions, such as social distancing and mask requirements for all customers, to ensure the health and safety of our guests and employees. Certain restaurants only offer take-out, digital order ahead and delivery services in accordance with local guidance and regulations. For a further discussion of the impacts that COVID-19 has had on our financial results refer to the \u201cResults of Operations.\u201d\nWe remain in regular contact with our major suppliers and while to date we have not experienced significant disruptions in our supply chain, we could see future disruptions should the impacts of COVID-19 extend for a considerable amount of time. Within our restaurants, we have taken a number of steps to enhance our robust food safety protocols including the creation of the steward role which is focused on sanitization in high-touch and high-traffic areas, providing masks for all employees, and having a tamper evident packaging seal for all digital orders. To support our employees, we have eliminated non-essential travel, implemented work from home for our support centers, and significantly expanded employee benefits. We remain focused on reducing non-essential controllable costs and judiciously spending on return generating projects to preserve liquidity. We suspended our stock buyback program during the first quarter of 2020. If our business continues to improve and the economy continues to stabilize, we may begin buying again in the first or second quarter of 2021.\n2020 Financial Highlights\n\uf0b7Total revenue increased 7.1% to $6.0 billion in 2020 compared to $5.6 billion in 2019\n\uf0b7Comparable restaurant sales increased 1.8%\n\uf0b7Diluted earnings per share (\u201cdiluted EPS\u201d) for 2020 increased to $12.52, which included an income tax benefit of $3.79, offset by a $2.00 after-tax impact from expenses related to legal, corporate restructuring, restaurant closure costs, and certain other costs, a 1.1% increase from $12.38 in 2019.\nSales Trends. Average restaurant sales were $2.223 million for the year ended December 31, 2020, an increase from $2.205 million for the year ended December 31", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax benefit, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00234", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nThis information is incorporated by reference to our Proxy Statement for the Annual Meeting of Shareholders to be held on May 12, 2021 under the headings \"Executive Compensation\", \"Remuneration Committee Report\", \"Potential Payments Upon Termination or Change in Control\" and \"Director Compensation\" or will be included in an amendment to this annual report on Form 10-K.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1585364_2020.htm (CIK: 1585364, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00235", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. Selected Consolidated Financial Data\nThe consolidated statements of operations data for the fiscal years ended September 30, 2020, 2019, and 2018, and the selected consolidated balance sheets data as of September 30, 2020, and 2019, are derived from our audited Consolidated Financial Statements included in this Form 10-K. The consolidated statements of operations data for fiscal years ended September 30, 2017 and 2016, and the selected consolidated balance sheets data as of September 30, 2018, 2017, and 2016, are derived from audited Consolidated Financial Statements that are not included in the Form 10-K. The information set forth below is not necessarily indicative of results of future operations, and should be read in conjunction with Item 7, \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d and the Consolidated Financial Statements and related notes included in Part II, Item 8, \u201cConsolidated Financial Statements and Supplementary Data\u201d in this Annual Report on Form 10-K. We adopted ASC Topic 606, Revenue from Contracts with Customers, on October 1, 2018, using the modified retrospective method. The reported results for fiscal years 2020 and 2019 reflect the application of ASC Topic 606, while the reported results for prior fiscal years are not adjusted and continue to be reported under ASC Topic 605.\n(1)On January 5, 2017, we completed the Revitas acquisition.\n(2)See Note 13 to our Consolidated Financial Statements for a description of the method used to compute basic and diluted net loss per share attributable to common stockholders.\n(3)See \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations-Non-GAAP Financial Measure\u201d in Item 7", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1118417_2020.htm (CIK: 1118417, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00236", "source": "edgar", "source_license": "public_domain", "text": "Item 7.\u2003Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\nThe following discussion and analysis of financial condition and results of operations of Global Partners LP should be read in conjunction with the historical consolidated financial statements of Global Partners LP and the notes thereto included elsewhere in this report.\nOverview\nGeneral\nWe are a master limited partnership formed in March 2005. We own, control or have access to one of the largest terminal networks of refined petroleum products and renewable fuels in Massachusetts, Maine, Connecticut, Vermont, New Hampshire, Rhode Island, New York, New Jersey and Pennsylvania (collectively, the \u201cNortheast\u201d). We are one of the region\u2019s largest independent owners, suppliers and operators of gasoline stations and convenience stores. As of December 31, 2020, we had a portfolio of 1,548 owned, leased and/or supplied gasoline stations, including 277 directly operated convenience stores, primarily in the Northeast. We are also one of the largest distributors of gasoline, distillates, residual oil and renewable fuels to wholesalers, retailers and commercial customers in the New England states and New York. We engage in the purchasing, selling, gathering, blending, storing and logistics of transporting petroleum and related products, including gasoline and gasoline blendstocks (such as ethanol), distillates (such as home heating oil, diesel and kerosene), residual oil, renewable fuels, crude oil and propane and in the transportation of petroleum products and renewable fuels by rail from the mid-continent region of the United States and Canada.\nCollectively, we sold approximately $7.9 billion of refined petroleum products, gasoline blendstocks, renewable fuels, crude oil and propane for the year ended December 31, 2020. In addition, we had other revenues of approximately $0.4 billion for the year ended December 31, 2020 from convenience store sales at our directly operated stores, rental income from dealer leased and commissioned agent leased gasoline stations and from cobranding arrangements, and sundries.\nWe base our pricing on spot prices, fixed prices or indexed prices and routinely use the New York Mercantile Exchange (\u201cNYMEX\u201d), Chicago Mercantile Exchange (\u201cCME\u201d) and Intercontinental Exchange (\u201cICE\u201d) or other counterparties to hedge the risk inherent in buying and selling commodities. Through the use of regulated exchanges or derivatives, we seek to maintain a position that is substantially balanced between purchased volumes and sales volumes or future delivery obligations.\nOur Perspective on Global and the COVID-19 Pandemic\nOverview\nThe COVID-19 pandemic has continued to make its presence felt at home, in the office workplace and at our retail sites and terminal locations. We have successfully executed our business continuity plans and at this time our in-office employees continue to work remotely. We remain active in responding to the challenges posed by the COVID-19 pandemic and continue to provide essential products and services while prioritizing the safety of our employees, customers and vendors in the communities where we operate.\nThe COVID-19 pandemic has resulted in an economic downturn and restricted travel to, from and within the states in which we conduct our businesses. Federal, state and municipal \u201cstay at home\u201d or similar-like directives have resulted in decreases in the demand for gasoline and convenience store products. Social distancing guidelines and directives limiting food operations at our convenience stores have further contributed to a reduction in in-store traffic and sales. The demand for diesel fuel has similarly (but not as drastically) been impacted. We remain well positioned to pivot and address different (and, at times, conflicting) directives from federal, state and municipal authorities designed to mitigate the spread of the COVID-19 pandemic, permit the opening of businesses and promote an economic recove", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1323468_2020.htm (CIK: 1323468, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00237", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7.\nMANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.\nThe following discussion and analysis of financial condition and results of operations of The Kroger Co. should be read in conjunction with the \u201cForward-looking Statements\u201d section set forth in Part I and the \u201cRisk Factors\u201d section set forth in Item 1A of Part I. MD&A is provided as a supplement to, and should be read in conjunction with, our Consolidated Financial Statements and the accompanying notes thereto contained in Item 8 of this report, as well as Part II, Item 7 \u201cManagement's Discussion and Analysis of Financial Condition and Results of Operations\u201d of our Form 10-K for the year ended February 2, 2019, which provides additional information on comparisons of fiscal years 2018 and 2017.\nOUR BUSINESS\nThe Kroger Co. was founded in 1883 and incorporated in 1902. As of February 1, 2020, Kroger is one of the world\u2019s largest retailers, as measured by revenue, operating 2,757 supermarkets under a variety of local banner names in 35 states and the District of Columbia. Of these stores, 2,270 have pharmacies and 1,567 have fuel centers. We offer Pickup (also referred to as ClickList\u00ae) and Harris Teeter ExpressLane\u2122 - personalized, order online, pick up at the store services - at 1,989 of our supermarkets and provide home delivery service to 97% of Kroger households. We also operate an online retailer.\nWe operate 35 food production plants, primarily bakeries and dairies, which supply approximately 31% of Our Brands units and 42% of the grocery category Our Brands units sold in our supermarkets; the remaining Our Brands items are produced to our strict specifications by outside manufacturers.\nOur revenues are predominately earned and cash is generated as consumer products are sold to customers in our stores, fuel centers and via our online platforms. We earn income predominately by selling products at price levels that produce revenues in excess of the costs we incur to make these products available to our customers. Such costs include procurement and distribution costs, facility occupancy and operational costs, and overhead expenses. Our retail operations, which represent 97% of our consolidated sales, is our only reportable segment.\nOn January 27, 2020, Lucky\u2019s Market filed a voluntary petition in the Bankruptcy Court seeking relief under the Bankruptcy Code. Lucky\u2019s Market is included in our Consolidated Balance Sheet for 2018 and our Consolidated Statements of Operations in all periods in 2017 and 2018 and through January 26, 2020. Refer to Note 17 to the Consolidated Financial Statements for additional information.\nOn April 26, 2019, we completed the sale of our Turkey Hill Dairy business for total proceeds of $225 million. Turkey Hill Dairy is included in our Consolidated Balance Sheet for 2018 and our Consolidated Statements of Operations in all periods in 2017 and 2018 and through April 25, 2019.\nOn March 13, 2019, we completed the sale of our You Technology business to Inmar for total consideration of $565 million, including $396 million of cash and $64 million of preferred equity received upon closing. We are also entitled to receive other cash payments of $105 million over five years. The transaction includes a long-term service agreement for Inmar to provide us digital coupon services. You Technology is included in our Consolidated Balance Sheet for 2018 and our Consolidated Statements of Operations in all periods in 2017 and 2018 and through March 12, 2019.\nOn June 22, 2018, we closed our merger with Home Chef by purchasing 100% of the ownership interest in Home Chef, for $197 million net of cash and cash equivalents of $30 million, in addition to future earnout payments of up to $500 million over five years that are contingent on achieving certain milestones. Home Chef is included in our ending Consolidated Balance Sheet for 2018 and 2019 and in our Consolidated Statements of Operations from June 22, 2018 through February 2", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 56873_2020.htm (CIK: 56873, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00238", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11.\nEXECUTIVE COMPENSATION\nOfficer and Director Compensation\nThe following disclosure concerns the compensation of our executive officers and directors for the period from August 20, 2020 through December 31, 2020.\nNone of our officers or directors have received any cash compensation for services rendered to us. Commencing on the date that our securities are first listed on the NYSE through the earlier of consummation of our initial business combination and our liquidation, we pay our sponsor $10,000 per month for office space, utilities, secretarial and administrative support services provided to members of our management team. We may elect to make payment of customary fees to members of our board of directors for director service. In addition, our sponsor, officers and directors, or any of their respective affiliates are being reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee reviews on a quarterly basis all payments that were made to our sponsor, officers or directors, or our or their affiliates. Any such payments prior to an initial business combination are made using funds held outside the trust account. Other than quarterly audit committee review of such reimbursements, we do not expect to have any additional controls in place governing our reimbursement payments to our directors and officers for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection with identifying and consummating an initial business combination. Other than these payments and reimbursements, no compensation of any kind, including finder\u2019s and consulting fees, is paid by the company to our sponsor, officers and directors, or any of their respective affiliates, prior to completion of our initial business combination.\nAfter the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our shareholders in connection with a proposed initial business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed initial business combination, because the directors of the post-combination business will be responsible for determining officer and director compensation.\nAny compensation to be paid to our officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors.\nWe do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management\u2019s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1823575_2020.htm (CIK: 1823575, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00239", "source": "edgar", "source_license": "public_domain", "text": "Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nThe financial statements and related financial information required to be filed hereunder are indexed under Item 15 of this Annual Report on Form 10-K and are incorporated herein by reference.\nItem 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1047884_2020.htm (CIK: 1047884, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00240", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\nYou should read the following discussion and analysis of our financial condition and results of our operations together with its financial statements and the notes thereto appearing elsewhere in this report. This discussion contains forward-looking statements reflecting our current expectations, whose actual outcomes involve risks and uncertainties. Actual results and the timing of events may differ materially from those stated in or implied by these forward-looking statements due to a number of factors, including those discussed in the sections entitled \u201cRisk Factors\u201d, \u201cCautionary Statement regarding Forward-Looking Statements\u201d and elsewhere in this report.\nOverview\nWe are a pharmaceutical company developing therapeutics utilizing our proprietary long-term drug delivery platform, ProNeura\u2122, for the treatment of select chronic diseases for which steady state delivery of a drug provides an efficacy and/or safety benefit. ProNeura consists of a small, solid implant made from a mixture of ethylene-vinyl acetate, or EVA, and a drug substance. The resulting product is a solid matrix that is administered subdermally, normally in the inner upper arm, in a brief, outpatient procedure and is removed in a similar manner at the end of the treatment period of several months. These procedures may be performed by trained health care providers, or HCPs, including licensed and surgically qualified physicians, nurse practitioners, and physician\u2019s assistants in a HCP\u2019s office or other clinical setting.\nOur first product based on our ProNeura technology was our Probuphine\u00ae (buprenorphine) implant, which was approved in the United States, Canada and the European Union, or EU, for the maintenance treatment of opioid use disorder in clinically stable patients taking 8 mg or less a day of oral buprenorphine. Following reacquisition of the rights to Probuphine from our former licensee in mid-2018, we endeavored to build our infrastructure and grow our commercial capabilities with the limited resources at our disposal. While we made important progress in laying the groundwork during 2019 to transition into a company with full commercial potential, and also among other things manage the challenges of the restrictive product label, the Risk Evaluation and Mitigation Strategy, or REMS, program and the complexity of the distribution channel, the emergence of the Covid-19 pandemic in early 2020 and the resultant restrictions and lockdown of facilities severely impacted our ability to continue to expand our commercial operations. With limited financial resources and insufficient sales revenue during the first three quarters of 2020, we made the decision to discontinue selling Probuphine in the U.S. and wind down our commercialization activities, and to pursue a plan that will enable us to focus on our current, early-stage ProNeura-based product development programs. Probuphine continues to be commercialized in Canada and the EU by other companies who have either licensed or acquired the rights from Titan.\nWe operate in only one business segment, the development of pharmaceutical products. We make available free of charge through our website, www.titanpharm.com, our periodic reports as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.\nCritical Accounting Policies and the Use of Estimates\nThe preparation of our financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in our financial statements and accompanying notes. Actual results could differ materially from those estimates. We believe the following accounting policies for the years ended December 31, 2020 and 2019 to be applicable:\nRevenue Recognition\nBeginning January 1, 2018, we have followed the provisions of ASC Topic 606,", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 910267_2020.htm (CIK: 910267, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00241", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nAn investment in our securities involves a high degree of risk. Prior to making a decision about investing in our securities, you should carefully consider all of the information in this Report on Form 10-K, including our consolidated financial statements and related notes. The risks and uncertainties we have described are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our operations. The occurrence of any of these known or unknown risks might cause you to lose all or part of your investment.\nSummary Risk Factors\nOur business is subject to a number of risks, including risks that may prevent us from achieving our business objectives or may adversely affect our business, financial condition, results of operations, cash flows, and prospects. These risks are discussed more fully below and include, but are not limited to, the following:\n\u2022we may fail to obtain or maintain regulatory approvals for our product candidates in our markets or may face adverse regulatory or legal actions relating to our product candidates even if regulatory approval is obtained:\n\u2022we are dependent upon the results of clinical studies relating to our product candidates and the products of our competitors. If data from a clinical trial is unfavorable, we would be reluctant to advance the specific product for the indication for which it was being developed;\n\u2022having inadequate financial or other resources to complete the development of our product candidates;\n\u2022the inability to manufacture our product candidates in commercial quantities, at an adequate quality, at an acceptable cost or in collaboration with third parties;\n\u2022experiencing delays or unplanned expenditures in product development, clinical testing or manufacturing;\n\u2022the inability to establish adequate sales, marketing and distribution channels;\n\u2022healthcare professionals and patients may not accept our treatments;\n\u2022we may not be aware of possible complications from the continued use of our products since we have limited clinical experience with respect to the actual use of our products;\n\u2022technological breakthroughs in reversing opioid overdoses and treating patients with AUD, OUD, and ACO may reduce the demand for our products;\n\u2022changes in the market for reversing opioid overdoses and treating patients with AUD, OUD and ACO, new alliances between existing market participants and the entrance of new market participants may interfere with our market penetration efforts;\n\u2022third-party payors may not agree to reimburse patients for any or all of the purchase price of our products, which may adversely affect patients\u2019 willingness to purchase our products;\n\u2022uncertainty as to market demand may result in inefficient pricing of our products; and\n\u2022we may face third party claims of intellectual property infringement.\nRisks Related to our Business, Financial Condition and Capital Requirements\nWe have historically generated limited revenue to date and expect to incur significant operating losses for the foreseeable future.\nAs of December 31, 2020, we have an accumulated deficit of $64.7 million. The likelihood of our future success must be considered in light of the expenses, difficulties, complications and delays often encountered in connection with the clinical trials that will be conducted and on the development of new solutions to common addictions and related disorders. These potential challenges include, but are not limited to, unanticipated clinical trial delays, poor data, changes in the regulatory and competitive landscape and additional costs and expenses that may exceed current budget estimates. In order to complete certain clinical trials and otherwise operate pursuant to our current business strategy, we anticipate that we will incur increased operating expenses. In addition, we expect to incur significant losses for the foreseeable future and we also expect to experience negative cash flo", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1385508_2020.htm (CIK: 1385508, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00242", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data.\nMotors Liquidation Company GUC Trust\nFinancial Statements\nReport of Independent Registered Public Accounting Firm\nTo the Trust Administrator, Trust Monitor,\nand Trust Beneficiaries\nMotors Liquidation Company GUC Trust\nOpinion on the Financial Statements\nWe have audited the accompanying statements of net assets in liquidation of the Motors Liquidation Company GUC Trust (the \u201cTrust\u201d) as of March 31, 2020 and 2019, and the related statements of changes in net assets in liquidation and cash flows for each of the years ended March 31, 2020, 2019 and 2018, and the related notes (collectively referred to as the \u201cfinancial statements\u201d). In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets in liquidation of the Motors Liquidation Company GUC Trust as of March 31, 2020 and 2019, and the changes in net assets in liquidation and its cash flows for each of the years in the three-year period ended March 31, 2020, in conformity with accounting principles generally accepted in the United States of America.\nBasis for Opinion\nThe Trust Administrator is responsible for these financial statements. Our responsibility is to express an opinion on Trust\u2019s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (\u201cPCAOB\u201d) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Trust is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Trust\u2019s internal control over financial reporting. Accordingly, we express no such opinion.\nOur audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by the Trust Administrator, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\n/s/ Plante & Moran, PLLC\nWe have served as the Trust\u2019s auditor since 2011.\nCleveland, Ohio\nJune 3, 2020\nMotors Liquidation Company GUC Trust\nSTATEMENTS OF NET ASSETS IN LIQUIDATION (LIQUIDATION BASIS)\nMarch 31, 2020 and 2019\n(in thousands)\nSee Accompanying Notes to Financial Statements.\nMotors Liquidation Company GUC Trust\nSTATEMENTS OF CHANGES IN NET ASSETS IN LIQUIDATION (LIQUIDATION BASIS)\nYears Ended March 31, 2020, 2019 and 2018\n(in thousands)\nSee Accompanying Notes to Financial Statements.\nMotors Liquidation Company GUC Trust\nSTATEMENTS OF CASH FLOWS (LIQUIDATION BASIS)\nYears Ended March 31, 2020, 2019 and 2018\n(in thousands)\nThe GUC Trust has not presented a reconciliation from net income to cash flow from operations. As an entity in liquidation, the GUC Trust does not have continuing operations that result in the measurement of net income as that term is used by generally accepted accounting principles to measure results of operations.\nSee Accompanying Notes to Financial Statements.\nMotors Liquidation Company GUC Trust\nNotes to Financial Statements\nMarch 31, 2", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 40730_2020.htm (CIK: 40730, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00243", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.\nThe following discussion and analysis contain forward-looking statements that are subject to risks, uncertainties and assumptions. Our actual results and timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of many factors, including but not limited to those discussed under \"Special Note Regarding Forward-Looking Statements\", \"Risk Factors\" and elsewhere in this Annual Report on Form 10-K. Moreover, we operate in a very competitive and rapidly changing environment and new risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this Annual Report on Form 10-K may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.\nCompany Overview\nWe are a leading residential solar and energy storage service provider, serving over 107,000 customers in more than 20 U.S. states and territories. Our goal is to be the leading provider of clean, affordable and reliable energy for consumers, and we operate with a simple mission: to power energy independence so homeowners have the freedom to live life uninterrupted. We were founded to deliver customers a better energy service at a better price; and, through our solar and solar plus energy storage service offerings, we are disrupting the traditional energy landscape and the way the 21st century customer generates and consumes electricity.\nWe have a differentiated residential solar dealer model in which we partner with local dealers who originate, design and install our customers' solar energy systems and energy storage systems on our behalf. Our focus on our dealer model enables us to leverage our dealers' specialized knowledge, connections and experience in local markets to drive customer origination while providing our dealers with access to high quality products at competitive prices, as well as technical oversight and expertise. We believe this structure provides operational flexibility, reduces exposure to labor shortages and lowers fixed costs relative to our peers, furthering our competitive advantage.\nWe offer customers products to power their homes with affordable solar energy. We are able to offer savings compared to utility-based retail rates with little to no up-front expense to the customer in conjunction with solar and solar plus energy storage, and in the case of the latter are able to also provide energy resiliency. We also make it possible in some states for a customer to obtain a new roof and other ancillary products as part of their solar loan. Our solar service agreements take the form of a lease, PPA or loan. The initial term of our solar service agreements is typically 10, 15 or 25 years. Service is an integral part of our agreements and includes operations and maintenance, monitoring, repairs and replacements, equipment upgrades, on-site power optimization for the customer (for both supply and demand), the ability to efficiently switch power sources among the solar panel, grid and energy storage system, as appropriate, and diagnostics. During the life of the contract we have the opportunity to integrate related and evolving home servicing and monitoring technologies to upgrade the flexibility and reduce the cost of our customers' energy supply.\nIn the case of leases and PPAs, we also currently receive tax benefits and other incentives from federal, state and local governments, a portion of which we finance through tax equity, non-recourse debt structures and he", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: tax benefit, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00244", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data\nThe following table presents selected consolidated financial data that is derived from the Company\u2019s audited Consolidated Financial Statements and that should be read in conjunction with our \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d and Consolidated Financial Statements and accompanying notes included herein. The Company\u2019s acquisitions during the five-year period below may affect the comparability of results. Our consolidated financial information may not be indicative of our future performance.\n(1)Includes (a) excess tax benefits related to stock-based compensation of $42.8 resulting from stock option exercises and (b) a discrete tax benefit of $19.9 related to the settlements of refund claims in certain non-U.S. jurisdictions and the resulting adjustments to deferred taxes, partially offset by (c) acquisition-related expenses of $11.5 ($10.7 after-tax) primarily comprised of external transaction costs related to acquisitions that were announced or closed. These items had the aggregate effect of increasing Net income attributable to Amphenol Corporation and Net income per common share-Diluted by $52.0 and $0.17 per share, respectively. Excluding the effect of these items, Adjusted Net Income attributable to Amphenol Corporation and Adjusted Diluted EPS, both non-GAAP financial measures defined in Part II, Item 7", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: deferred tax, tax benefit. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00245", "source": "edgar", "source_license": "public_domain", "text": "Item 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nReferences to the \u201cCompany,\u201d \u201cus,\u201d \u201cour\u201d or \u201cwe\u201d refer to Mudrick Capital Acquisition Corporation II. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our audited financial statements and related notes included herein.\nCautionary Note Regarding Forward-Looking Statements\nAll statements other than statements of historical fact included in this Form 10-K including, without limitation, statements under \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d regarding the Company\u2019s financial position, business strategy and the plans and objectives of management for future operations, are forward- looking statements. When used in this Form 10-K, words such as \u201canticipate,\u201d \u201cbelieve,\u201d \u201cestimate,\u201d \u201cexpect,\u201d \u201cintend\u201d and similar expressions, as they relate to us or the Company\u2019s management, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company\u2019s management. Actual results could differ materially from those contemplated by the forward- looking statements as a result of certain factors detailed in our filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on the Company\u2019s behalf are qualified in their entirety by this paragraph.\nThe following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.\nOverview\nWe are a blank check company formed under the laws of the State of Delaware on July 30, 2020 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar Business Combination with one or more businesses. We intend to effectuate our Business Combination using cash from the proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, our capital stock, debt or a combination of cash, stock and debt.\nWe expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a Business Combination will be successful.\nResults of Operations\nWe have neither engaged in any operations (other than searching for a Business Combination after our Initial Public Offering) nor generated any revenues to date. Our only activities from inception through December 31, 2020 were organizational activities, those necessary to prepare for the Initial Public Offering, described below and after the Initial Public Offering, the search for a target company. We do not expect to generate any operating revenues until after the completion of our Business Combination, at the earliest. We generate non-operating income in the form of interest income on marketable securities held in the Trust Account after the Initial Public Offering. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.\nFor the period from July 30, 2020 (inception) through December 31, 2020, we had a net loss of $102,495, which consisted of formation and operating costs of $110,911 offset by interest earned on marketable securities held in the Trust Account of $8,416.\nLiquidity and Capital Resources\nOn December 10, 2020, we consummated the Initial Public Offering of 27,500,000 Units, at a price of $10.00 per Unit, generating gross proceeds of $275,000,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 11,375,000 P", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1820727_2020.htm (CIK: 1820727, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00246", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nYou should carefully consider the risks described below, together with all other information in this annual report, before investing in any of our securities. The occurrence of any single risk or any combination of risks could materially and adversely affect our business, operating results, financial condition, liquidity, or competitive position, and consequently, the value of our securities. The material adverse effects include, but are not limited to, not growing our revenue or market share at the pace that they have grown historically or at all, our revenue and market share fluctuating on a quarterly and annual basis, an extension of our history of losses and a failure to become profitable, not achieving the revenue and net income (loss) guidance that we provide, and harm to our reputation and brand.\nRisks Related to Our Business and Industry\nOur business depends significantly on the health of the U.S. residential real estate industry and macroeconomic factors.\nOur success depends largely on the health of the U.S. residential real estate industry. This industry, in turn, is affected by changes in general economic conditions, which are beyond our control. Any of the following factors could adversely affect the industry and harm our business:\n\u2022seasonal or cyclical downturns in the U.S. residential real estate industry, which may be due to any single factor, or a combination of factors, listed below, or factors which are currently not known to us or that have not historically affected the industry;\n\u2022slow economic growth or recessionary conditions;\n\u2022increased unemployment rates or stagnant or declining wages;\n\u2022inflationary conditions;\n\u2022low consumer confidence in the economy or the U.S. residential real estate industry;\n\u2022adverse changes in local or regional economic conditions in the markets that we serve, particularly our top-10 markets and markets into which we are attempting to expand;\n\u2022increased mortgage rates; reduced availability of mortgage financing; or increased down payment requirements;\n\u2022low home inventory levels, which may result from zoning regulations and higher construction costs, among other factors;\n\u2022lack of affordably priced homes, which may result from home prices growing faster than wages;\n\u2022volatility and general declines in the stock market or lower yields on individuals' investment portfolios;\n\u2022rising insurance and tax costs that increase the expenses associated with home ownership;\n\u2022newly enacted and potential federal, state, and local legislative actions that would affect the residential real estate industry generally or in our top-10 markets, including (i) actions that would increase the tax liability arising from buying, selling, or owning real estate, (ii) actions that would change the way real estate brokerage commissions are negotiated, calculated, or paid, and (iii) potential reform relating to Fannie Mae, Freddie Mac, and other government sponsored entities that provide liquidity to the mortgage market;\n\u2022changes that cause U.S. real estate to be more expensive for foreign purchases, such as (i) increases in the exchange rate for the U.S. dollar compared to foreign currencies and (ii) foreign regulatory changes or capital controls that make it more difficult for foreign purchasers to withdraw capital from their home countries or purchase and hold U.S. real estate;\n\u2022changed generational views on homeownership and generally decreased financial resources available for purchasing homes; and\n\u2022war, terrorism, political uncertainty, natural disasters, inclement weather, health epidemics or pandemics, and acts of God.\nCOVID-19 has affected our business and may continue to affect our business.\nOur success depends on a high volume of residential real estate transactions throughout the markets in which we operate. This transaction volume affects all of the ways that we generate revenue, including our number of real estate services transaction, RedfinNow's ability to sell homes that it own", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1382821_2020.htm (CIK: 1382821, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00247", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11.\nEXECUTIVE COMPENSATION.\nThe information called for by this Item is incorporated by reference to the Company's definitive proxy statement for the 2020 Annual Meeting of Shareholders to be filed pursuant to Regulation 14A.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 76267_2020.htm (CIK: 76267, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00248", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nYou should read the following discussion and analysis of our financial condition and results of operations in conjunction with our \u201cSelected Financial Data\u201d and our consolidated financial statements and notes thereto appearing elsewhere in this Annual Report on Form 10-K. In addition to historical consolidated financial information, the following discussion and analysis may contain forward-looking statements that involve risks, uncertainties and assumptions. Our actual results could differ materially from those anticipated by forward-looking statements as a result of many factors. We discuss factors that we believe could cause or contribute to these differences below and elsewhere in this Annual Report on Form 10-K, including those set forth under \u201cPart I. Cautionary Statement Regarding Forward-Looking Statements\u201d and \u201cPart I. Item 1A. Risk Factors\u201d.\nOverview\nShenandoah Telecommunications Company (\u201cShentel\u201d, \u201cwe\u201d, \u201cour\u201d, \u201cus\u201d, or the \u201cCompany\u201d), is a provider of a comprehensive range of broadband communication services and cell tower colocation space in the Mid-Atlantic portion of the United States.\nManagement\u2019s Discussion and Analysis is organized around our reporting segments. Refer to Item 1 above for our description of our reporting segments and a description of their respective business activities. Also see Note 3, Discontinued Operations, and Note 15, Segment Reporting, in our consolidated financial statements for additional information.\n2020 Developments\nResults of Operations\nRevenue\nAs described in Item 1, Business we earn revenue primarily through our provision of broadband services that include broadband internet, video, voice, and fiber optic Ethernet, wavelength and leasing services in our Broadband segment. Our Broadband segment revenue is driven primarily by the number of our customers that subscribe to our broadband services, and their selection from our respective rate plans. Our Tower segment leases colocation space on our owned cell towers to wireless carriers. Our Tower segment revenue is driven primarily by the number of cell towers that we own, and our ability to secure colocation leases from wireless carriers.\nOperating Expenses\nOur operating expenses consist primarily of cost of services, selling, general and administrative, and depreciation and amortization expenses.\nOther Income (Expense)\nOur other income (expense) consists primarily of interest expense and other income. Our other income primarily represents interest and dividends earned from our investments, including patronage income that is connected with our CoBank loan agreements.\nIncome Tax Expense\nIncome tax expense consists of federal and state income taxes in the United States.\nIncome from Discontinued Operations, net of tax\nAs discussed in the notes to our consolidated financial statements, the results of our Wireless operations are now presented as discontinued operations.\n2020 Compared with 2019\nResults of Operations\nThe Company\u2019s consolidated results from operations are summarized as follows:\nRevenue\nRevenue increased approximately $13.9 million, or 6.7%, in 2020 compared with 2019, driven by 31.3% growth in the Tower and 5.4% growth in Broadband segments. Refer to the discussion of the results of operations for the Tower and Broadband segments, included within this annual report, for additional information.\nOperating expenses\nOperating expenses increased approximately $14.3 million, or 6.9%, in 2020 compared with 2019, driven by incremental Broadband operating expenses incurred to support the launch of our new fiber-to-the-home service, Glo Fiber, and new fixed wireless broadband service, Beam.\nIncome tax (benefit) expense\nIncome tax benefit of approximately $0.6 million declined approximately $0.8 million compared with 2019, primarily due to changes in excess tax benefits from stock based compensation and other discrete items.\nIncome from discont", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax expense, tax benefit. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00249", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\nThe following is a discussion and analysis of the consolidated operating results, financial condition, liquidity and cash flows of our company as of and for the periods presented below. The following discussion and analysis should be read in conjunction with the audited consolidated financial statements and the related notes thereto included in Item 8 under the heading \u201cFinancial Statements and Supplementary Data.\u201d This discussion contains forward-looking statements that are based on the beliefs of our management, as well as assumptions made by and information currently available to, our management. Actual results could differ materially from those discussed in or implied by forward-looking statements. These risks, uncertainties and other factors include among others, those identified under the \u201cSpecial Note About Forward-Looking Statements,\u201d above and described in greater detail elsewhere in this Annual Report on Form 10-K, particularly in Item 1A, \u201cRisk Factors.\u201d\nIn this section, we generally discuss the results of our operations for the year ended December 31, 2020 compared to the year ended December 31, 2019. For a discussion of the year ended December 31, 2019 to the year ended December 31, 2018, please refer to Part II, Item 7, \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d in our Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on March 16, 2020, which discussion is hereby incorporated herein by reference.\nOverview\nWe are a bio-pharmaceutical company that focuses primarily on developing, manufacturing, marketing and selling technically-challenging generic and proprietary injectable, inhalation, and intranasal products as well as insulin API products. We currently manufacture and sell over 20 products.\nWe are currently developing a portfolio of 13 generic abbreviated new drug applications, or ANDAs, three biosimilar insulin product candidates and four proprietary product candidates, which are in various stages of development and target a variety of indications. Five of the ANDAs and one NDA are currently on file with the FDA.\nOur largest products by net revenues currently include Primatene Mist\u00ae, enoxaparin sodium injection, phytonadione, lidocaine jelly and sterile solution, and naloxone hydrochloride injection. In the fourth quarter of 2018, we launched our over-the-counter product Primatene Mist\u00ae. In July 2019, we began a national digital, radio, and television campaign for our over-the-counter product Primatene Mist\u00ae, which will continue throughout 2021. During the second quarter of 2020, we launched our epinephrine injection, USP 30mg/mL multiple dose vial product. In December 2020, the FDA granted approval of our glucagon for injection emergency kit, 1mg, and we launched this product in the first quarter of 2021.\nTo complement our internal growth and expertise, we have made several strategic acquisitions of companies, products and technologies. These acquisitions collectively have strengthened our core injectable and inhalation product technology infrastructure by providing additional manufacturing, marketing, and research and development capabilities, including the ability to manufacture raw materials, API and other components for our products.\nIncluded in these acquisitions are marketing authorizations for 33 products in the UK, Ireland, Australia, and New Zealand, representing 11 different injectable chemical entities from UCB Pharma GmbH. We are in the process of transferring the manufacturing of these products to our facilities in California, which will require approvals from the UK Medicines and Healthcare products Regulatory Agency before we can relaunch the products.\nIn July 2018, our Chinese subsidiary, ANP, completed a private placement of its common equity interest and received approximately $56.3 million of cash proceeds. We have retai", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1297184_2020.htm (CIK: 1297184, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00250", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nMarket risk is the potential gain/loss arising from changes in market rates and prices, such as interest rates and changes in the market value of financial instruments. Our main exposure to market risk relates to interest rates. We had $355 million in floating interest rate obligations outstanding on December 31, 2020, and therefore are subject to changes in the amount of interest expense we might incur. A 50 basis point increase or decrease in the average interest rate for these obligations would result in an increase or decrease in annual interest expense of $1.8 million. Refer to Note 9 to the consolidated financial statements for information regarding the fair value of our long-term debt.\nWe believe that our market risk from financial instruments, such as accounts receivable, accounts payable and debt, is not material.\nITEM 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 39899_2020.htm (CIK: 39899, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00251", "source": "edgar", "source_license": "public_domain", "text": "Item 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\n(Dollar amounts in millions, except for per share data, unless otherwise stated)\nThe Hartford provides projections and other forward-looking information in the following discussions, which contain many forward-looking statements, particularly relating to the Company\u2019s future financial performance. These forward-looking statements are estimates based on information currently available to the Company, are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and are subject to the cautionary statements set forth on pages 4 and 5 of this Form 10-K. Actual results are likely to differ, and in the past have differed, materially from those forecast by the Company, depending on the outcome of various factors, including, but not limited to, those set forth in the following discussion and in Part I, Item 1A, Risk Factors, and those identified from time to time in our other filings with the Securities and Exchange Commission. The Hartford undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future developments or otherwise.\nOn September 30, 2020, the Company entered into a definitive agreement to sell all of the issued and outstanding equity of Navigators Holdings (Europe) N.V., a Belgium holding company, and its subsidiaries, Bracht, Deckers & Mackelbert N.V. (\u201cBDM\u201d) and Assurances Contintales Contintale Verzekeringen N.V. (\u201cASCO\u201d), (collectively referred to as \"Continental Europe Operations\").\nOn May 23, 2019, the Company completed the acquisition of Navigators Group, a specialty underwriter.\nFor discussion of acquisitions, dispositions and reclassifications, see Note 1 - Basis of Presentation and Significant Accounting Policies of Notes to Consolidated Financial Statements.\nThe Hartford defines increases or decreases greater than or equal to 200% as \u201cNM\u201d or not meaningful.\nFor discussion of the earliest of the three years included in the financial statements of the current filing, refer to Part 2, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations in The Hartford\u2019s 2019 Form 10-K Annual Report.\nIndex\nThroughout the MD&A, we use certain terms and abbreviations, the more commonly used are summarized in the Acronyms section.\nKEY PERFORMANCE MEASURES AND RATIOS\nThe Company considers the measures and ratios in the following discussion to be key performance indicators for its businesses. Management believes that these ratios and measures are useful in understanding the underlying trends in The Hartford\u2019s businesses. However, these key performance indicators should only be used in conjunction with, and not in lieu of, the results presented in the segment discussions that follow in this MD&A. These ratios and measures may not be comparable to other performance measures used by the Company\u2019s competitors.\nDefinitions of Non-GAAP and Other Measures and Ratios\nAssets Under Management (\u201cAUM\u201d)- Include mutual fund and ETP assets. AUM is a measure used by the Company's Hartford Funds segment because a significant portion of the Company\u2019s mutual fund and ETP revenues are based upon asset values. These revenues increase or decrease with a rise or fall in AUM whether caused by changes in the market or through net flows.\nBook Value per Diluted Share (excluding AOCI)- This is a non-GAAP per share measure that is\nIndex to MD&A\nPart II - Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations\ncalculated by dividing (a) common stockholders' equity, excluding AOCI, after tax, by (b) common shares outstanding and dilutive potential common shares. The Company provides this measure to enable investors to analyze the amount of the Company's net worth that is primarily attributable to the Company's business operations. The Company believes that excluding AOCI from the numerator is us", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 874766_2020.htm (CIK: 874766, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00252", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nThe following summary compensation table sets forth all compensation awarded to, earned by, or paid to the named executive officers during the years ended December 31, 2020, and 2019 in all capacities for the\naccounts of our executive, including the Chief Executive Officer (CEO) and Chief Financial Officer (CFO):\nSUMMARY COMPENSATION TABLE\nOutstanding Equity Interests\nThe following table sets forth information concerning outstanding stock options for each named executive officer as of December 31, 2020.\nOutstanding Option Awards at Fiscal Year-End\nNone\nThere were no stock options issued or exercised during the fiscal year ended December 31, 2020 by a named executive officer, and no awards were made to a named executive officer in the last completed fiscal year under any long-term incentive plan.\nCompensation of Directors\nDirectors are permitted to receive fixed fees and other compensation for their services as directors. The Board of Directors has the authority to fix the compensation of directors. No amounts have been paid to, or accrued to, directors in such capacity.\nEmployment Agreements\nMr. Greg Halpern, our President and CFO, entered into an employment agreement with us on October 13, 2008. Pursuant to the Employment Agreement, the term of the employment shall be for a period of ten (10) years commencing on October 13, 2008. The term of this employment agreement shall automatically be extended for additional terms of one (1) year each unless either party gives prior written notice of non-renewal to the other party no later than sixty (60) days prior to the expiration of the end of the 10 years. Subject to the terms of the employment agreement, we shall pay Mr. Halpern $18,000 per month as compensation for his services rendered as provided in the employment agreement. In addition to the base salary, Mr. Halpern shall be entitled to a monthly commission equal to 10% of all of our sales. On May 1, 2013, the Company amended its employment agreement with Greg Halpern to increase his salary to $24,000 per month.\nMr. John Blaisure, our CEO, entered into an employment agreement with us on January 17, 2011. Pursuant to the employment agreement, the term of employment shall be for a period of five (5) years commencing on January 7, 2011. Subject to the terms of the employment agreement, we agreed to pay Mr. Blaisure $8,000 per month as compensation for his services rendered as provided in the employment agreement. On August 25, 2012, the agreement was updated to increase the monthly compensation to $12,000 per month beginning September 1, 2012. On May 1, 2013, the Company further amended the agreement to increase Mr. Blaisure\u2019s salary to $18,000 per month. In addition, to the base salary, Mr. Blaisure is entitled to and shall receive a monthly commission equal to 20% of the gross sales of the Company derived from the efforts of Mr. Blaisure after\ndeducting $8,000 from such amount. Further, as of the date of the employment agreement, the Company issued to Mr. Blaisure, 3,000,000 shares of common stock and, within 10 days of the signing of the employment agreement, 12,000,000 options to buy common stock of the Company at $.12 per share for a period not to exceed three years from the date of the employment agreement. On June 14, 2013, such expiration date was extended for two more years. On January 8, 2016, the company renewed Mr. Blaisure\u2019s employment agreement for 5 years additional at the same terms; Mr. Blaisure agreed to forgo his options and the Company granted 12,000,000 rule 144 common shares to John Blaisure.\nOn December 31, 2012, John Blaisure - CEO and Greg Halpern - CFO amended their employment agreements with the Company to eliminate their previous annual bonus entitlements which was previously 10% each of revenues. In exchange for this consideration, the Company agreed that Executive Blaisure will each be decreased as his new bonuses to 6% of net profits, and Executive Halpern will each b", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1353499_2020.htm (CIK: 1353499, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00253", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data\nThe following table sets forth selected financial data as of and for the five years ended December 31, 2020. The information has been derived from our audited consolidated financial statements for each of the years ended December 31, 2020, 2019, 2018, 2017, and 2016. The data presented below should be read in conjunction with our consolidated financial statements, the notes to our consolidated financial statements, and \u201cItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1023024_2020.htm (CIK: 1023024, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00254", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nInvesting in our securities involves a high degree of risk. A description of the risks and uncertainties associated with our business is set forth below. The risks set forth below are not the only risks we face. These, many other factors described in this report and additional risks and uncertainties not currently known to us or that we currently deem to be immaterial could adversely affect our operations, performance and financial condition. Our actual results could differ materially from our forward-looking statements.\nRisk Factors Summary\nThe following is a summary of the principal risks that could adversely affect our business, operations and financial results.\nBusiness and Operational Risk Factors\n\u2022Our quarterly results may vary significantly from period to period.\n\u2022The COVID-19 pandemic could have a material adverse effect on our business and results of operations.\n\u2022Any delays in the development, introduction or acceptance of our new products or in releasing enhancements to our existing products may harm our business.\n\u2022Our ability to increase our revenue will depend upon continued demand growth for additional network capacity and on customer capital spending details.\n\u2022We are dependent on sole source and limited source suppliers for several key components.\n\u2022We are dependent on a small number of key customers for a significant portion of our revenue.\n\u2022Product performance problems or deployment delays could harm our business and reputation.\n\u2022Increased consolidation among our customers and suppliers in the communications networking industry has had, and could continue to have, an adverse effect on our business and results of operations.\n\u2022The markets in which we compete are highly competitive and we may not be able to compete effectively.\n\u2022Aggressive business tactics by our competitors may harm our business.\n\u2022If we lose key personnel or fail to attract qualified personnel, our business may be harmed.\n\u2022Actions that we are taking to restructure our business may not be as effective as anticipated.\n\u2022We rely on various third-party service partners to help complement our global operations.\n\u2022We must respond to rapid technological change for our products to be successful.\n\u2022The manufacturing process for our optical engine and assembly of our products is very complex.\n\u2022If our contract manufacturers do not perform as we expect, our business may be harmed.\n\u2022If we fail to accurately forecast our manufacturing requirements or customer demand, we could incur additional costs.\n\u2022Our large customers have substantial negotiating leverage.\n\u2022Our sales cycle can be long and unpredictable, which could result in unexpected revenue shortfalls.\n\u2022Any strategic transactions that we undertake could disrupt our business and harm our financial condition and operations.\nFinancial and Macroeconomic Risk Factors\n\u2022We may be unable to generate the cash flow necessary to make anticipated capital expenditures, service our debt, or grow our business.\n\u2022Unfavorable macroeconomic and market conditions may adversely affect our industry, business and financial results.\n\u2022If we need additional capital in the future, it may not be available to us on favorable terms, or at all.\n\u2022Our international sales and operations subject us to additional risks.\n\u2022We may be adversely affected by fluctuations in currency exchange rates.\n\u2022Our effective tax rate may increase or fluctuate, which could increase our income tax expense and reduce our net income.\n\u2022Our debt obligations may adversely affect our ability to raise additional capital and will be a burden on our future cash resources.\n\u2022We may issue additional shares of our common stock in connection with conversions of the Notes.\n\u2022The fundamental change provisions of the 2024 Notes and the 2027 Notes may delay or prevent an otherwise beneficial takeover attempt of us.\n\u2022The Capped Calls may affect the value of the 2024 Notes and our common stock.\n\u2022We are subject to counterparty risk with respect to the Capped Calls", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax expense, tax rate. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00255", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nWe operate in a business environment that involves significant risks, many of which are beyond our control. Management regularly evaluates the most significant risks of its businesses and reviews those risks with the Board of Directors and appropriate Committees of the Board. The following risk factors and all other information contained in this report should be considered carefully when evaluating FirstEnergy. These risk factors could affect our financial results and cause such results to differ materially from those expressed in any forward-looking statements made by or on behalf of us. Below, we have identified risks we consider material. Additional information on risk factors is included in \u201cItem 1. Business,\u201d \u201cItem 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations,\u201d and in other sections of this Form 10-K that include forward-looking and other statements involving risks and uncertainties that could impact our business and financial results.\nRisks Associated with the Ongoing Investigations\nWe Have Received Requests for Information Related to Government Investigations. The Investigations and Related Litigation Could Have a Material Adverse Effect on our Reputation, Business, Financial Condition, Results of Operations, Liquidity or Cash Flows\nOn July 21, 2020, we received subpoenas for records from the U.S. Attorney\u2019s Office for the S.D. Ohio requesting the production of information concerning an investigation surrounding HB 6 involving the now former Ohio House Speaker Larry Householder and other individuals and entities allegedly affiliated with Mr. Householder. Following the announcement of the investigation surrounding HB 6, certain of our stockholders and customers filed several lawsuits against us and certain current and former directors, officers and other employees. In addition, on August 10, 2020, the SEC, through its Division of Enforcement, issued an order directing an investigation of possible securities laws violations by FirstEnergy, and on September 1, 2020, issued subpoenas to FirstEnergy and certain of its officers. We are cooperating with the U.S. Attorney\u2019s Office and the SEC in their investigations. See Note 15, \u201cCommitments, Guarantees and Contingencies,\u201d of the Notes to Consolidated Financial Statements, for additional details on the government investigation and subsequent litigation surrounding the investigation of HB 6.\nThe investigations and related litigation could divert management\u2019s focus and have resulted, and could continue to result in substantial investigation expenses, and the commitment of substantial corporate resources. The outcome of the government investigations and related litigation is inherently uncertain. If one or more legal matters, including the ongoing investigation, were resolved against us, our reputation, business, financial condition, results of operations, liquidity or cash flows may be adversely affected. Further, such an outcome could result in criminal liabilities, deferred prosecution agreements, significant monetary damages and fines, remedial corporate measures or other relief against us that could adversely impact our operations; in addition, certain of those outcomes could adversely impact our ability to maintain compliance with the covenants under our credit facilities or result in an event of default thereunder. These matters are likely to continue to have an adverse impact on the trading prices of our securities.\nWe are unable to predict the outcome, duration, scope, result or related costs of the investigations and related litigation and, therefore, any of these risks could impact us significantly beyond expectations. Moreover, we are unable to predict the potential for any additional investigations or litigation, any of which could exacerbate these risks or expose us to potential criminal or civil liabilities, sanctions or other remedial measures, and could have a material adverse effect on our reputat", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1031296_2020.htm (CIK: 1031296, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00256", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A.\nQUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK\nInterest Rate Risk\nInterest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is exposed to interest rate risk on its long-term debt, for which the interest rates charged fluctuate based on the 90-day LIBOR rate. If interest rates had been 50 basis points higher, the net income during the years ended December 31, 2020 and 2019 would have been lower by $241 and $164, respectively. This represents $241 and $164 in increased interest expense for the years ended December 31, 2020 and 2019, respectively.\nWhile we cannot predict our ability to refinance existing debt or the significance of the impact that interest rate movements will have on our existing debt, management evaluates our financial position on an ongoing basis.\nForeign Exchange Risk\nAs of December 31, 2020 and 2019, the Canadian/U.S. foreign exchange rate was C$1.00 = US$0.7847 and C$1.00 = US$0.7682, respectively. Assuming that all other variables remain constant, an increase of $0.10 in the Canadian dollar would have the following impact on the ending balances of certain statements of financial position items at December 31, 2020 and December 31, 2019 with the net foreign exchange gain or loss directly impacting net income (loss).\nOur exposure to foreign exchange risk and the impact of foreign exchange rates are monitored by the Company\u2019s management but generally the Company tries to match its sales (trade receivables) and vendor payments (trade payables) such that the net impact is not material.\nITEM 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1584549_2020.htm (CIK: 1584549, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00257", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nExecutive Summary\nIn 2020, AES delivered on or exceeded all strategic and financial objectives. We completed construction of 2.3 GW of new projects and signed long-term PPAs for 3 GW of renewable capacity. Fluence, our joint venture with Siemens, maintained its leading global market share with 1 GW of projects delivered or awarded in 2020. Finally, following our efforts to reduce recourse debt, our Parent Company's credit rating was upgraded to investment grade by S&P. See Overview of our Strategy included in Item 1.-Business of this Form 10-K for further information.\nCompared with last year, diluted earnings per share from continuing operations decreased $0.39, from $0.45 to $0.06. This decrease reflects higher impairments and losses on sales in the current period, lower contributions from DP&L primarily driven by lower regulated rates as a result of the changes in the ESP, lower demand at IPL and DP&L due to milder weather, lower contributions from Colombia due to drier hydrology and lower generation due to a life extension project at Chivor, and prior year net insurance recoveries; partially offset by lower income tax expense, and higher contributions from Chile due to net gains from early contract terminations at Angamos and a positive impact due to incremental capitalized interest, from Brazil due to a favorable revision to the GSF liability, from Panama due to higher availability and improved hydrology, and in the U.S. due to commencement of operations of the Southland Energy CCGTs and a gain on sale of land.\nAdjusted EPS, a non-GAAP measure, increased $0.08, from $1.36 to $1.44, mainly due to higher availability and improved hydrology in Panama, commencement of operations of the Southland Energy CCGTs and a gain on sale of land in the U.S., a favorable revision to the GSF liability in Brazil, a lower adjusted tax rate, and a positive impact in Chile due to incremental capitalized interest; partially offset by lower contributions from our utilities in the U.S. primarily driven by lower regulated rates as a result of the changes in DP&L's ESP and lower demand due to milder weather, lower contributions from Colombia due to drier hydrology and lower generation due to a life extension project at Chivor, and prior year net insurance recoveries.\nReview of Consolidated Results of Operations\nComponents of Revenue, Cost of Sales and Operating Margin - Revenue includes revenue earned from the sale of energy from our utilities and the production and sale of energy from our generation plants, which are classified as regulated and non-regulated, respectively, on the Consolidated Statements of Operations. Revenue also includes the gains or losses on derivatives associated with the sale of electricity.\nCost of sales includes costs incurred directly by the businesses in the ordinary course of business. Examples include electricity and fuel purchases, operations and maintenance costs, depreciation and amortization expenses, bad debt expense and recoveries, and general administrative and support costs (including employee-related costs directly associated with the operations of the business). Cost of sales also includes the gains or losses on derivatives (including embedded derivatives other than foreign currency embedded derivatives) associated with the purchase of electricity or fuel.\nOperating margin is defined as revenue less cost of sales.\nConsolidated Revenue and Operating Margin\nYear Ended December 31, 2020 Compared to Year Ended December 31, 2019\nRevenue\n(in millions)\nConsolidated Revenue - Revenue decreased $529 million, or 5%, in 2020 compared to 2019. Excluding the unfavorable FX impact of $182 million, primarily in South America, this decrease was driven by:\n\u2022$229 million in Eurasia driven by the sale of the Northern Ireland businesses in June 2019 and lower generation in Vietnam;\n\u2022$140 million in US and Utilities mainly driven by a de", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax expense, tax rate. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00258", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nRisks Associated with Our Business\nWe are dependent on a small number of customers for a significant portion of our revenue and the loss of, or a significant reduction in orders in any period from any of these major customers may reduce our revenue and adversely impact our results of operations.\nThe telecommunications systems market is concentrated with approximately ten global network equipment manufacturing companies having collectively more than 90% market share. In the years ended December 31, 2020, 2019 and 2018 Huawei Technologies Co. Ltd., together with its affiliate HiSilicon Technologies Co., Ltd. (collectively \u201cHuawei\u201d) accounted for approximately 40%, 41% and 46% of our revenue, respectively. Revenue generated from one other customer in the years ended December 31, 2019, 2018 and 2017 was greater than 10% of our revenue. We have generated most of our revenue from a limited number of customers. In the years ended December 31, 2020, 2019 and 2018, our top five customers represented 79%, 84%, and 87% of our revenue respectively. The removal of Huawei from our forecast had a material adverse effect on our revenue in the fourth quarter 2020 and is expected to have a material adverse impact through 2021. The lack of significant growth from, the loss of, or a significant reduction in orders from any of these other major customers would materially and adversely affect our revenue and results of operations.\nOur solutions for the Cloud and data center market segments may not achieve broader market acceptance, which would prevent us from increasing our revenue and market share.\nPart of our overall strategy is to continue to expand our optoelectronic solutions for the highest speed Cloud and data center market segments. If we fail to achieve broader acceptance of our products in the Cloud and data center markets, there would be an adverse impact on our ability to increase our revenue, gain market share and achieve and sustain profitability. Our ability to achieve broader market acceptance for our products will be impacted by a number of factors, but not limited to:\n\u2022our ability to produce optoelectronic solutions for 100G to 800G and beyond that compete favorably against other solutions on the basis of price, quality, reliability and performance;\n\u2022our ability to timely introduce and complete new designs and timely qualify and certify our products;\n\u2022whether major Cloud and hyperscale data center operators will adopt our solutions, which are based on a new network architecture and have a limited history in these market segments;\n\u2022our ability to develop products that comply with applicable standards and regulatory requirements, as well as potential in-country manufacturing requirements; and;\n\u2022our ability to develop and maintain successful relationships with our customers and suppliers, many of whom are large companies with substantial negotiating power.\nIf the Cloud and data center market segments fail to grow as expected, or if demand for our solutions in these segments fails to materialize, our business, financial condition, results of operations and prospects will suffer.\nIf our customers do not qualify our products for use or do not award us design wins, then our results of operations may suffer.\nPrior to placing volume purchase orders with us, most of our customers require us to obtain their approval called qualification in our industry of our new and existing products, and our customers often audit our manufacturing facilities and perform other vendor evaluations during this process. The qualification process involves product sampling and reliability testing and collaboration with our product management and engineering teams in the design and manufacturing stages. If we are unable to qualify our products with customers, then our revenue would be lower than expected and we may not be able to recover the costs associated with the qualification process which would have an adverse effect on our results of o", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1227025_2020.htm (CIK: 1227025, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00259", "source": "edgar", "source_license": "public_domain", "text": "Item 7.\nManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nThe following discussion should be read in conjunction with our financial statements and the related notes contained elsewhere in this Annual Report on Form 10-K and in our other Securities and Exchange Commission filings. The following discussion may contain predictions, estimates, and other forward-looking statements that involve a number of risks and uncertainties, including those discussed under \u201cRisk Factors\u201d and elsewhere in this Annual Report on Form 10-K. These risks could cause our actual results to differ materially from any future performance suggested below.\nOverview\nWe are a wearable medical robotics company, specializing in myoelectric braces, or orthotics, for people with neuromuscular disorders. We develop and market the MyoPro product line, which is a myoelectric-controlled upper limb brace, or orthosis. The orthosis is a rigid brace used for the purpose of supporting a patient\u2019s weak or deformed arm to enable and improve functional activities of daily living, or ADLs, in the home and community. It is custom constructed by a trained professional during a custom fabrication process for each individual user to meet their specific needs. Our products are designed to help restore function in individuals with neuromuscular conditions due to brachial plexus injury, stroke, traumatic brain injury, spinal cord injury and other neurological disorders.\nAn increasing percentage of our revenue is derived from being a direct provider of our product to patients, which we refer to as direct billing. We utilize digital ads on various platforms to reach patients who are potential candidates for our product. Once the prospective patient contacts us or is referred to us, either our trained clinical staff or a trained O&P provider will evaluate the patient for their suitability as a candidate. Prior to obtaining authorizations from commercial insurance companies, the patient\u2019s medical records are collected and reviewed to make sure the device is appropriate for their condition and a prescription is always obtained from a physician. Once these documents are obtained, our patient advocacy team will submit a pre-authorization request to the patient\u2019s insurer. If we receive a pre-authorization, we will proceed to cast the patient\u2019s arm, then fabricate the MyoPro and deliver it to the patient. We also call on hospitals and O&P practices that provide our products to their patients as well as generate indirect sales through distributors in the United States, Canada, Europe, and Australia. The MyoPro product line has been approved by the VA system for impaired veterans, and over forty VA facilities have already ordered devices for their patients.\nOur myoelectric orthoses have been clinically shown in peer reviewed published research studies to help restore the ability to complete functional tasks by supporting the affected joint and enabling individuals to self-initiate and control movement of their partially paralyzed limbs by using their own muscle signals.\nOur technology was originally developed at MIT in collaboration with medical experts affiliated with Harvard Medical School. Myomo was incorporated in 2004 and completed licensing of its technology from MIT in 2006.\nOn January 30, 2020, we effected a one-for-thirty reverse split of our shares of common stock. All share and per share amounts have been restated to give effect to the reverse split.\nOther milestones our history include:\n\u2022\nIn 2012, we introduced the MyoPro, the primary business focus shifted during this time period, from devices which were designed for rehabilitation therapy and sold to hospitals, to providing an assistive device through O&P providers to patients who are otherwise impaired for use at home, work, and in the community that facilitates ADLs.\n\u2022\nDuring 2015, we extended our basic MyoPro for the elbow with the introduction of the MyoPro Motion W, a multi-articulated n", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1369290_2020.htm (CIK: 1369290, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00260", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nReference is made to the consolidated financial statements listed under the heading (a) (1) Consolidated Financial Statements and Report of Independent Registered Public Accounting Firm of Item 15, which consolidated financial statements are incorporated by reference in response to this Item 8.\nItem 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 890394_2020.htm (CIK: 890394, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00261", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7.Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nYou should read the following discussion of the financial condition and results of operations of Energy Services in conjunction with the historical financial statements and related notes contained elsewhere herein. Among other things, those historical consolidated financial statements include more detailed information regarding the basis of presentation for the following information.\nUnderstanding Gross Margins\nOur gross margin is gross profit expressed as a percentage of revenues. Cost of revenues consists primarily of salaries, wages and some benefits to employees, depreciation, fuel and other equipment costs, equipment rentals, subcontracted services, portions of insurance, facilities expense, materials and parts and supplies. Factors affecting gross margin include:\nSeasonal. As discussed above, seasonal patterns can have a significant impact on gross margins. Usually, business is slower in the winter months versus the warmer months.\nWeather. Adverse or favorable weather conditions can impact gross margin in each period. Periods of wet weather, snow or rainfall, as well as severe temperature extremes can severely impact production and therefore negatively impact revenues and margins. Conversely, periods of dry weather with moderate temperatures can positively impact revenues and margins due to the opportunity for increased production and efficiencies.\nRevenue Mix. The mix of revenues between customer types and types of work for various customers will impact gross margins. Some projects will have greater margins while others that are extremely competitive in bidding may have narrower margins.\nService and Maintenance versus Installation. In general, installation work has a higher gross margin than maintenance work. This is because installation work usually is of a fixed price nature and therefore has higher risks involved. Accordingly, a higher portion of the revenue mix from installation work typically will result in higher margins.\nSubcontract Work. Work that is subcontracted to other service providers generally has lower gross margins. Increases in subcontract work as a percentage of total revenues in each period may contribute to a decrease in gross margin.\nMaterials versus Labor. Typically, materials supplied on projects have lower margins than labor. Accordingly, projects with a higher material cost in relation to the entire job will have a lower overall margin.\nDepreciation. Depreciation is included in our cost of revenue. This is a common practice in our industry but can make comparability to other companies difficult.\nMargin Risk. Failure to properly execute a job including failure to properly manage and supervise a job could decrease the profit margin.\nSelling, General and Administrative Expenses\nSelling, general and administrative expenses consist primarily of compensation and related benefits to management, administrative salaries and benefits, marketing, communications, office and utility costs, professional fees, bad debt expense, letter of credit fees, general liability insurance and miscellaneous other expenses.\nResults of Operations for the Year Ended September 30, 2020 Compared to the Year Ended September 30, 2019\nRevenue. Revenue decreased by $55.3 million or 31.7% to $119.2 million for the year ended September 30, 2020 from $174.5 million for the year ended September 30, 2019. The decrease was primarily attributable to a $48.5 million revenue decrease in petroleum and gas work, a $5.2 million revenue decrease in electrical and mechanical services and a $1.6 million revenue decrease in water and sewer and other ancillary services.\nThe primary reason for the decrease in revenue from petroleum and gas projects was due to a $74.0 million gas transmission project completed in fiscal year 2019, and we had no similar project in fiscal year 2020. Even before the COVID-19 pandemic, many gas transmission projects had been ca", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1357971_2020.htm (CIK: 1357971, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00262", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6.\nSELECTED FINANCIAL DATA\nThe following consolidated selected financial data is derived from Wesbanco\u2019s audited financial statements as of and for the five years ended December 31, 2020. The following consolidated financial data should be read in conjunction with Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations (\u201cMD&A\u201d) and the Consolidated Financial Statements and related notes included elsewhere in this report. Wesbanco\u2019s acquisitions during the five years ended December 31, 2020 include OLBK on November 22, 2019, Farmers Capital Bank Corporation (\u201cFFKT\u201d) on August 20, 2018, First Sentry Bancshares (\u201cFTSB\u201d) on April 5, 2018 and Your Community Bankshares (\u201cYCB\u201d) on September 9, 2016 and include the results of operations since the date of acquisition.\n(1)\nSee non-GAAP Measures with this \u201cItem 6. Selected Financial Data\u201d for additional information relating to the calculation of this item.\n(2)\nCertain items excluded from the calculation consist of after-tax restructuring and merger-related expenses and the net deferred tax asset revaluation.\n(3)\nPresented on a fully taxable-equivalent (FTE) and annualized basis. The FTE basis adjusts for the tax benefit of income on certain tax-exempt loans and investments using the federal statutory tax rate of 21% for 2020, 2019 and 2018, and 35% for each prior period presented. Wesbanco believes this measure to be the preferred industry measurement of net interest income and provides relevant comparison between taxable and non-taxable amounts.\n(4)\nTrust assets are held by the Bank, in fiduciary or agency capacities for its customers and therefore are not included as assets on Wesbanco\u2019s Consolidated Balance Sheets.\nNon-GAAP Measures\nThe following non-GAAP financial measures used by Wesbanco provide information that Wesbanco believes is useful to investors in understanding Wesbanco\u2019s operating performance and trends, and facilitates comparisons with the performance of Wesbanco\u2019s peers. The following tables summarize the non-GAAP financial measures derived from amounts reported in Wesbanco\u2019s financial statements.\n(1)\nTax effected at 21% for the periods in 2020, 2019 and 2018, and 35% for all prior periods.\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: deferred tax, tax rate, tax benefit, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00263", "source": "edgar", "source_license": "public_domain", "text": "Item 6.Selected Financial Data\nAs a smaller reporting company, the Company has elected not to provide the disclosure under this item.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 6207_2020.htm (CIK: 6207, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00264", "source": "edgar", "source_license": "public_domain", "text": "Item 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nThis report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as \u201cmay,\u201d \u201cwill,\u201d \u201cshould,\u201d \u201ccould,\u201d \u201cexpect,\u201d \u201cplan,\u201d \u201canticipate,\u201d \u201cbelieve,\u201d \u201cestimate,\u201d \u201cpredict,\u201d \u201cfuture,\u201d \u201cintend,\u201d \u201cseek,\u201d \u201clikely,\u201d \u201cpotential\u201d or \u201ccontinue,\u201d the negative of such terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially.\nAlthough we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Moreover, neither we, nor any other person, assume responsibility for the accuracy and completeness of the forward-looking statements. Except as required by law we are under no obligation to update any of the forward-looking statements after the filing of this Annual Report to conform such statements to actual results or to changes in our expectations.\nThe following discussion of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the related notes and other financial information appearing elsewhere in this Annual Report. Readers are also urged to carefully review and consider the various disclosures made by us which attempt to advise interested parties of the factors which affect our business, including without limitation the disclosures made in Item 1A of Part II of this Annual Report under the caption \u201cRisk Factors.\u201d\nRisk factors that could cause actual results to differ from those contained in the forward-looking statements include but are not limited to risks related to: volatility in our revenues and results of operations; changing conditions in the financial markets; our ability to generate sufficient revenues to achieve and maintain profitability; our exposure to credit risk; the short term nature of our engagements; the accuracy of our estimates and valuations of inventory or assets in \u201cguarantee\u201d based engagements; competition in the asset management business; potential losses related to our auction or liquidation engagements; our dependence on communications, information and other systems and third parties; potential losses related to purchase transactions in our auction and liquidations business; the potential loss of financial institution clients; potential losses from or illiquidity of our proprietary investments; changing economic and market conditions; potential liability and harm to our reputation if we were to provide an inaccurate appraisal or valuation; potential mark-downs in inventory in connection with purchase transactions; failure to successfully compete in any of our segments; loss of key personnel; our ability to borrow under our credit facilities or at-the-market offering as necessary; failure to comply with the terms of our credit agreements or senior notes; our ability to meet future capital requirements; our ability to realize the benefits of our completed acquisitions, including our ability to achieve anticipated opportunities and operating cost savings, and accretion to reported earnings estimated to result from completed and proposed acquisitions in the time frame expected by management or at all; the diversion of management time on acquisition- related issues; the failure of our brand investment portfolio licensees to pay us royalties; and the intense competition to which our brand investment portfolio is subject. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.\nExcept as otherwise required by the context, references in this Annual Report to the \u201cCompany,\u201d \u201cB. Riley,\u201d \u201cB. Riley Financial,\u201d \u201cwe,\u201d \u201cus\u201d or \u201cour\u201d refer to the combi", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1464790_2020.htm (CIK: 1464790, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00265", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations. The following discussion and analysis of our business, financial condition, results of operations and quantitative and qualitative disclosures should be read in conjunction with our Consolidated Financial Statements and related notes included elsewhere in this Annual Report on Form 10-K. This discussion and analysis also contains forward-looking statements and should also be read in conjunction with the disclosures and information contained in \u201cNote About Forward-Looking Statements\u201d and \u201cRisk Factors\u201d in this Annual Report on Form 10-K.\nReferences in this discussion and analysis to \u201cCARS\u201d, \u201cwe,\u201d \u201cus,\u201d \u201cour\u201d and similar terms refer to Cars.com Inc. and its subsidiaries, collectively, unless the context indicates otherwise.\nBusiness Overview. We are a leading digital marketplace and solutions provider for the automotive industry, connecting car shoppers with sellers. Through our marketplace, dealer websites and other digital products, we showcase dealer inventory, elevate and amplify dealers\u2019 and automotive manufacturers (\u201cOEMs\u201d) brands, connect sellers with our ready-to-buy audience and empower shoppers with the resources and information needed to make confident car buying decisions. Our digital solutions strategy builds on the rich data and audience of our digital marketplace to offer media and solutions that drive growth and efficiency for the automotive industry. Our portfolio of brands now includes Cars.com, Dealer Inspire, DealerRater, FUEL, Auto.com, PickupTrucks.com and NewCars.com.\nOverview of Results.\n(1)\nThe net loss for the year ended December 31, 2020 is primarily attributed to the $905.9 million goodwill and intangible asset impairment, as well as the impact of the COVID-19 pandemic and related restrictions.\n(2)\nThe net loss for the year ended December 31, 2019 is primarily attributed to the $461.5 million goodwill and indefinite-lived intangible asset impairment.\n(3)\nThe year ended December 31, 2018 includes the impact of $9.8 million in consulting services and other costs incurred as part of our settlement agreement with our stockholder activist; $13.2 million in transaction costs, primarily related to the acquisition of Dealer Inspire, Inc. and Launch Digital Marketing LLC (referred to collectively as \u201cDealer Inspire\u201d) and the process to explore strategic alternatives to enhance shareholder value; $4.4 million related to the sales transformation; $6.8 million in incremental stock-based compensation; the addition of Dealer Inspire\u2019s business and the incremental costs of being a public company.\n2020 and Recent Highlights.\nTraffic. Traffic provides an indication of our consumer reach. Although our consumer reach does not directly result in material revenue to our business, we believe our ability to reach in-market car shoppers is attractive to our dealers and national advertisers. We have been diligently focused on growing our audience, the fundamental deliverable of any marketplace business.\nDriven by our brand strength, organic search rankings growth, paid media efficiencies, and a shift from in-person to virtual automobile research and shopping, Average Monthly Unique Visitors grew 5% and total traffic grew 8% in 2020 compared to the prior year. Organic traffic was 73% of total traffic and grew 10% year-over-year. This is a testament to the consistent, high-quality audience that we deliver to our dealer customers.\nAlthough we experienced strong traffic in 2020, given the unknown duration and economic uncertainty related to the COVID-19 pandemic and related restrictions, competitive spending, and reduced consumer spending, the impact of these external factors on our traffic is uncertain in 2021.\nDealer Customers. In the fourth quarter of 2020, Dealer Customers increased by 242, or 1%, to 18,372 as of December 31, 2020, as compared with 18,130 as of September 30, 2020. This increase was a result of new sales of marketpla", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1683606_2020.htm (CIK: 1683606, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00266", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. Executive Compensation\nPursuant to General Instruction G to Form 10-K, the information required by this item will either be (i) incorporated herein by reference to a definitive proxy statement that involves the election of directors or (ii) included in an amendment to this Form 10-K, in each case, filed with the SEC no later than 120 days after the end of the fiscal year covered by this Form 10-K.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1052100_2020.htm (CIK: 1052100, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00267", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data\nThe following selected financial data were derived from our audited consolidated financial statements and should be read in conjunction with Item 7, \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d and the consolidated financial statements and related notes included in this Annual Report. Fiscal 2020 represented 53 weeks, while fiscal 2019, fiscal 2018, fiscal 2017 and fiscal 2016 represented 52 weeks.\n(1)\nFiscal 2020 includes $5.4 million of pre-tax legal expense relating to the Hetronic litigation. Fiscal 2020 also includes income of $9.9 million for an international government grant for maintaining certain employment levels during the period and a $5.2 million stock-based compensation expense reversal related to RSA compensation expense.\n(2)\nFiscal 2019 includes $3.5 million of pre-tax legal expense relating to the Hetronic litigation. During fiscal 2019, we engaged in initiatives to reduce overall costs and improve operational profitability, which increased costs during the period by $6.9 million. Fiscal 2019 also includes pre-tax acquisition expenses of $15.4 million related to the acquisition of Grakon, income of $5.8 million for an international government grant for maintaining certain employment levels during the period and $7.4 million of stock-based compensation expense related to the re-estimation of RSA compensation expense based upon target levels of performance.\n(3)\nFiscal 2018 includes $8.1 million of pre-tax legal expense relating to the Hetronic litigation. Fiscal 2018 also includes pre-tax acquisition expenses of $6.8 million related to the acquisitions of Procoplast and Pacific Insight, income of $7.3 million for an international government grant for maintaining certain employment levels during the period and a $6.0 million stock-based compensation benefit related to the re-estimation of RSA compensation expense based upon threshold levels of performance. The results for fiscal 2018 also includes a provisional estimated tax charge of $53.7 million as a result of U.S. Tax Reform and a tax benefit of $9.8 million for foreign investment tax credits.\n(4)\nFiscal 2017 includes $11.0 million of pre-tax legal expense relating to the Hetronic litigation. Fiscal 2017 also includes pre-tax exit costs for two reporting units of $2.3 million, pre-tax acquisition expenses of $1.5 million, primarily related to a potential acquisition we elected not to undertake, and income of $4.5 million for an international government grant for maintaining certain employment levels during the period. The results for fiscal 2017 include a tax benefit of $4.0 million for foreign investment tax credits, partially offset by a tax expense of $1.7 million on a dividend between foreign entities.\n(5)\nFiscal 2016 includes $9.9 million of pre-tax legal expense relating to the Hetronic litigation.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: tax expense, tax benefit, tax credit, tax reform. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00268", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk.\nThe Company, as a smaller reporting company (as defined by Rule 12b-2 of the Exchange Act), is not required to furnish information required by this item.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1102432_2020.htm (CIK: 1102432, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00269", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6.\nSELECTED FINANCIAL DATA\nThe following information is derived from the audited consolidated financial statements of the Company. For additional information, please refer to Item 7, \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations,\u201d and the Consolidated Financial Statements of the Company and related notes included in Item 8 of this Annual Report.\n(1) Income tax expense for the year ended December 31, 2020 includes a $200,000 valuation reserve related to the Company's Illinois NOL carryforward.\n(2)\nIncome tax expense for the year ended December 31, 2017 includes a $2.5 million increase to expense related to the Tax Cuts and Job Act of 2017.\n(3)\nThe net interest rate spread represents the difference between the yield on average interest-earning assets and the cost of average interest-bearing liabilities for the period.\n(4)\nThe net interest margin represents net interest income divided by average total interest-earning assets for the period.\n(5)\nThe efficiency ratio represents noninterest expense divided by the sum of net interest income and noninterest income.\n(6)\nNonperforming assets include nonperforming loans and other real estate owned.\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax expense. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00270", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\nAs a smaller reporting company, we are not required to provide the information required by this item.\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1711786_2020.htm (CIK: 1711786, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00271", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.\nGeneral\nThe following is a discussion by management of its view of the Company\u2019s business, financial condition, and corporate performance for the past year. The purpose of this information is to give management\u2019s recap of the past year, and to give an understanding of management\u2019s current outlook for the near future. This section is meant to be read in conjunction with \u201cItem 8. Financial Statements and Supplementary Data\u201d of this Annual Report on Form 10-K.\nOur fiscal year ends on the last day of March of the calendar year. We refer to the years ended March 31, 2020 and 2019 as our 2020 and 2019 fiscal years, respectively.\nFinancing\nA summary of our financing transactions, funding agreements, lending transactions and other material funding transactions can be found under \u201cPart II - Item 8 Financial Statements and Supplementary Data - Note 2 - Liquidity and Going Concern Considerations\u201d, \u201cNote 5 - Plan of Merger and Investment in Unconsolidated Entity\u201d, \u201cNote 6 - Long-Term Notes Receivable\u201d, \u201cNote 8 - Note Payables and Debenture\u201d, \u201cNote 12 Merger Agreement and Divestiture\u201d, \u201cNote 14 - Stockholders\u2019 Equity (Deficit)\u201d and \u201cNote 19 - Subsequent Events\u201d.\nThe Company believes that it will not have sufficient liquidity to meet its operating costs unless it raises funding, which may be through the sale of equity or debt, which may be more likely if it can close the Viking Merger, which is the Company's current plan, which Merger is anticipated to close in the third calendar quarter of 2020, and which required closing date is currently September 30, 2020, but can be extended until up to December 31, 2020, pursuant to certain conditions in the Merger Agreement. There is no guarantee though that the Viking merger will be completed or other sources of funding be available. The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Accordingly, the financial statements do not include any adjustments relating to the recoverability of assets and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.\nOperations\nCamber\u2019s objective for our current producing wells is to operate as efficiently as possible, look for technological advancements to increase the life of the wells, evaluate the economic viability of these wells and consider adding to or working over our low producing assets, provided that we do not currently have any plans to resume production activities on our Glasscock County, Texas wells.\nCosts associated with producing oil, natural gas and NGLs are substantial. Some of these costs vary with commodity prices, some trend with the type and volume of production, and others are a function of the number of wells we own and operate. Production expenses are the costs incurred in the operation of productive properties and workover costs. Expenses for utilities, direct labor, water transportation, injection and disposal, materials and supplies comprise the most significant portion of our production expenses. Certain items, such as direct labor and materials and supplies, generally remain relatively fixed across broad production volume ranges, but can fluctuate depending on the activities performed during a given period. We monitor our operations to ensure that we are incurring production expenses at an acceptable level. For example, we monitor our production expenses per Boe to determine if any wells or properties should be shut in, recompleted or sold. This unit rate also allows us to monitor these costs to identify trends and to benchmark against other producers. Although we strive to reduce our production expenses, these expenses can increase or decrease on a ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1309082_2020.htm (CIK: 1309082, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00272", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nIndex to Consolidated Financial Statements and Schedule\nPage\nReport of Independent Registered Public Accounting Firm\nConsolidated Financial Statements\nConsolidated Balance Sheets\nConsolidated Statements of Operations\nConsolidated Statements of Comprehensive Loss\nConsolidated Statements of Redeemable Convertible Preferred Stock and Stockholders\u2019 Equity (Deficit)\nConsolidated Statements of Cash Flows\nNotes to Consolidated Financial Statements\nFinancial Statement Schedule\nSchedule II-Valuation and Qualifying Accounts\nThe supplementary financial information required by this Item 8, is included in Part II, Item 7 under the caption \"Selected Quarterly Financial Data.\u201d\nReport of Independent Registered Public Accounting Firm\nTo the Board of Directors and Stockholders of Airbnb, Inc.\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheets of Airbnb, Inc. and its subsidiaries (the \u201cCompany\u201d) as of December 31, 2020 and 2019, and the related consolidated statements of operations, of comprehensive loss, of redeemable convertible preferred stock and stockholders\u2019 equity (deficit), and of cash flows for each of the three years in the period ended December 31, 2020, including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended December 31, 2020 listed in the accompanying index (collectively referred to as the \u201cconsolidated financial statements\u201d). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020 in conformity with accounting principles generally accepted in the United States of America.\nChange in Accounting Principle\nAs discussed in Note 2 to the consolidated financial statements, the Company changed the manner in which it accounts for leases in 2019.\nBasis for Opinion\nThese consolidated financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.\nOur audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.\nCritical Audit Matters\nThe critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The commun", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1559720_2020.htm (CIK: 1559720, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00273", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk.\nWe are exposed to market risk related to commodity prices and foreign currency exchange rates, and to a limited extent, interest rates and credit risks.\nCommodity Price Risk\nWe incur various operating costs that are subject to price risk caused by volatility in underlying commodity values. Commodity price risk is present in electricity costs associated with powering our digital billboard displays and lighting our traditional static billboard displays at night.\nWe do not currently use derivatives or other financial instruments to mitigate our exposure to commodity price risk. However, we do enter into contracts with commodity providers to limit our exposure to commodity price fluctuations. For the year ended December 31, 2020, such contracts accounted for 17.7% of our total utility costs. As of December 31, 2020, we had active electricity purchase agreements with fixed contract rates for locations throughout Connecticut, Illinois, New Jersey, New York, Pennsylvania, Ohio and Texas, which expire at various dates until June 2024.\nForeign Exchange Risk\nForeign currency translation risk is the risk that exchange rate gains or losses arise from translating our Canadian business\u2019 statements of earnings and statements of financial position from functional currency to our reporting currency (the U.S. Dollar) for consolidation purposes. Any gain or loss on translation is included within comprehensive income and Accumulated other comprehensive income on our Consolidated Statement of Financial Position. The functional currency of our international subsidiaries is their respective local currency. As of December 31, 2020, we have $1.3 million of unrecognized foreign currency translation losses included within Accumulated other comprehensive loss on our Consolidated Statement of Financial Position.\nSubstantially all of our transactions at our Canadian subsidiary is denominated in their local functional currency, thereby reducing our risk of foreign currency transaction gains or losses.\nWe do not currently use derivatives or other financial instruments to mitigate foreign currency risk, although we may do so in the future.\nInterest Rate Risk\nWe are subject to interest rate risk to the extent we have variable-rate debt outstanding, including under our Senior Credit Facilities and the AR Securitization Facilities.\nAs of December 31, 2020, we had a $600.0 million variable-rate Term Loan due 2026 outstanding, which has an interest rate of 1.9% per year. An increase or decrease of 1/4% in our interest rate on the Term Loan will change our annualized interest expense by approximately $1.0 million.\nAs of December 31, 2020, there were no outstanding borrowings under the AR Facility and $80.0 million of outstanding borrowings under the Repurchase Facility, at a borrowing rate of 1.9%. An increase or decrease of 1/4% in our interest rate on the AR Securitization Facilities will change our annualized interest expense by approximately $0.2 million. As of February 25, 2021, there were no outstanding borrowings under the Repurchase Facility.\nWe have several interest rate cash flow swap agreements to effectively convert a portion of our LIBOR-based variable rate debt to a fixed rate and hedge our interest rate risk related to such variable rate debt. The fair value of these swap positions was a net unrecognized loss of approximately $5.6 million as of December 31, 2020, and is included in Other liabilities on our Consolidated Statement of Financial Position. The following table provides information about our interest rate swap agreements, which are sensitive to changes in interest rates. Notional amounts are used to calculate the contractual cash flows to be exchanged under the agreements.\n(a)The one-month LIBOR rate was approximately 0.1% as of December 31, 2020.\nCredit Risk\nIn the opinion of our management, credit risk is limited due to the large number of customers and advertising agenc", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1579877_2020.htm (CIK: 1579877, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00274", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\nThe selected financial data as of and for the five years ended December 31, 2020, presented below, is derived from our consolidated financial statements. This selected financial data is not necessarily indicative of results of future operations and should be read in conjunction with Item 7, \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\u201d\nOn November 30, 2016, the Company effected a stock split on its 102.21 issued and outstanding shares of common stock, which were all owned by our former parent company - Overseas Shipholding Group, Inc. (\u201cOSG\u201d), to allow for a pro rata dividend of such shares to the holders of OSG common stock and warrants. In accordance with Financial Accounting Standards Board (\u201cFASB\u201d) Accounting Standards Codification (\u201cASC\u201d) ASC 260, Earnings Per Share, the Company adjusted the computations of basic and diluted earnings per share retroactively for all periods presented to reflect that change in its capital structure.\n(a)Includes vessel held for sale of $5.1 million at December 31, 2017.\n(b)Reconciliations of time charter equivalent revenues to shipping revenues as reflected in the consolidated statements of operations follow:\nConsistent with general practice in the shipping industry, the Company uses time charter equivalent revenues, which represents shipping revenues less voyage expenses, as a measure to compare revenue generated from a voyage charter to revenue generated from a time charter. Time charter equivalent revenues, a non-GAAP measure, provides additional meaningful information in conjunction with shipping revenues, the most directly comparable GAAP measure, because it assists Company management in decisions regarding the deployment and use of its vessels and in evaluating their financial performance.\nInternational Seaways, Inc.\n(c)EBITDA represents net income/(loss) before interest expense, income taxes and depreciation and amortization expense. Adjusted EBITDA consists of EBITDA adjusted for the impact of certain items that we do not consider indicative of our ongoing operating performance. EBITDA and Adjusted EBITDA are presented to provide investors with meaningful additional information that management uses to monitor ongoing operating results and evaluate trends over comparative periods. EBITDA and Adjusted EBITDA do not represent, and should not be considered a substitute for, net income/(loss) or cash flows from operations determined in accordance with GAAP. EBITDA and Adjusted EBITDA have limitations as analytical tools, and should not be considered in isolation, or as a substitute for analysis of our results reported under GAAP. Some of the limitations are:\n(i)EBITDA and Adjusted EBITDA do not reflect our cash expenditures, or future requirements for capital expenditures or contractual commitments;\n(ii)EBITDA and Adjusted EBITDA do not reflect changes in, or cash requirements for, our working capital needs; and\n(iii)EBITDA and Adjusted EBITDA do not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debt.\nWhile EBITDA and Adjusted EBITDA are frequently used by companies as a measure of operating results and performance, neither of those items as prepared by the Company is necessarily comparable to other similarly titled captions of other companies due to differences in methods of calculation. The following table reconciles net income/(loss), as reflected in the consolidated statements of operations, to EBITDA and Adjusted EBITDA:\nInternational Seaways, Inc.\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1679049_2020.htm (CIK: 1679049, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00275", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nYou should read the following discussion of our results of operations and financial condition together with our audited consolidated financial statements as of and for the year ended December 31, 2020 and 2019 including the notes thereto, included in this Report. The discussion below contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to, those described in Item 1A. \u201cRisk Factors\u201d. Actual results may differ materially from those contained in any forward-looking statements. Forward-looking statements speak only as of the date they are made. We undertake no obligation to update or revise such statements to reflect new circumstances or unanticipated events as they occur, and you are urged to review and consider disclosures that we make in this and other reports that discuss factors germane to our business.\nOverview\nAs of December 31, 2020, we operated and franchised a system-wide total of 35 fast casual restaurants, of which 26 were company-owned and 9 were owned and operated by franchisees under franchise agreements. During the year ended December 31, 2020, we permanently closed 8 restaurants due to the COVID-19 pandemic.\nAmerican Burger Company (\u201cABC\u201d) is a fast-casual dining chain consisting of 3 company-owned locations as of December 31, 2020 in North Carolina and New York. During 2020, ABC permanently closed 2 locations due to the COVID-19 pandemic. ABC is known for its diverse menu featuring fresh salads, customized burgers, milk shakes, sandwiches, and beer and wine.\nBGR: The Burger Joint (\u201cBGR\u201d) was acquired in March 2015 and consists of 7 company-owned locations as of December 31, 2020 and 9 franchisee-operated locations in the United States and the Middle East. During 2020, BRG permanently closed 1 location in the United States due to the COVID-19 pandemic.\nLittle Big Burger (\u201cLBB\u201d) was acquired in September 2015 and consists of 15 company-owned locations in the Portland, Oregon, Seattle, Washington, and Charlotte, North Carolina areas. During 2020, LBB permanently closed 4 locations due to the COVID-19 pandemic. Of the company-owned restaurants, 8 of those locations are operated under partnership agreements with investors where we control the management and operations of the stores and the partner supplied the capital to open the store in exchange for a noncontrolling interest.\nAs of December 31, 2020, we operated 1 company-owned Hooters full-service restaurant in the United Kingdom. No Hooters locations were operated in the United States as of December 31, 2020 as the Hooters Oregon location was permanently closed in 2020 as a result of COVID-19 pandemic. Hooters restaurants are casual beach-themed establishments featuring music, sports on large flat screens, and a menu that includes seafood, sandwiches, burgers, salads, and of course, Hooters original chicken wings and the \u201cnearly world famous\u201d Hooters Girls. The Company started initially as an investor in corporate owned Hooters and, subsequently, evolved into a franchisee operator. We hold a minority investment stake in Hooters of America.\nRecent Developments\nMerger\nOn April 1, 2020, Chanticleer completed its merger transaction with Sonnet BioTherapeutics, Inc. (\u201cSonnet\u201d), in accordance with the terms of the Agreement and Plan of Merger, dated as of October 10, 2019, among the Company, Sonnet, Biosub Inc. (\u201cMerger Sub\u201d), and Sonnet Sub, as amended by Amendment No. 1 thereto, dated as of February 7, 2020 (as so amended, the \u201cMerger Agreement\u201d), pursuant to which Merger Sub merged with and into Sonnet Sub, with Sonnet Sub surviving as a wholly-owned subsidiary of Chanticleer (the \u201cMerger\u201d). On April 1, 2020, in connection with the Merger, Chanticleer changed its name to \u201cSonnet BioTherapeutics Holdings, Inc.\u201d\nSpin-Off\nIn connection with and prior to the Merger, Chanticleer contributed and transferred to Amergent Hospi", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1805024_2020.htm (CIK: 1805024, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00276", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nINDEX TO CONSOLIDATED FINANCIAL STATEMENT OF COUNTY BANCORP, INC.\nReport of Independent Registered Public Accounting Firm\nConsolidated Financial Statements\nConsolidated Balance Sheets\nConsolidated Statements of Operations\nConsolidated Statements of Comprehensive Income\nConsolidated Statements of Shareholders\u2019 Equity\nConsolidated Statements of Cash Flows\nNotes to Consolidated Financial Statements\nReport of Independent Registered Public Accounting Firm\nTo the Stockholders and Board of Directors\nCounty Bancorp, Inc.\nOpinion on the Consolidated Financial Statements\nWe have audited the accompanying consolidated balance sheets of County Bancorp, Inc. and subsidiaries (the \u201cCompany\u201d) as of December 31, 2020 and 2019; the related consolidated statements of operations, comprehensive income, shareholders\u2019 equity, and cash flows for each of the years in the two-year period ended December 31, 2020; and the related notes (collectively referred to as the \u201cfinancial statements\u201d). In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019 and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2020 in conformity with accounting principles generally accepted in the United States of America.\nChange in Accounting Principle\nAs discussed in Note 1 to the financial statements, the Company has elected to change its method of accounting for the subsequent measurement of loan servicing rights from the amortized cost method to fair value as of January 1, 2020.\nBasis for Opinion\nThe Company's management is responsible for these financial statements. Our responsibility is to express an opinion on the Company\u2019s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion under Section 404(b) of the Sarbanes-Oxley Act.\nOur audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\nCritical Audit Matter\nThe critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit m", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1470205_2020.htm (CIK: 1470205, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00277", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data\nThe following table sets forth our selected consolidated historical financial data as of and for the periods ended on the dates indicated below. The selected historical statement of operations data for the years ended December 31, 2020, 2019 and 2018 and the selected historical balance sheet data as of December 31, 2020 and 2019, have been derived from our audited Consolidated Financial Statements and related notes for the year ended December 31, 2020, which are included elsewhere in this report. The selected historical statement of operations data for the years ended December 31, 2017 and 2016, and the selected historical balance sheet data as of December 31, 2018, 2017 and 2016 have been derived from our audited Consolidated Financial Statements, which have not been included in this report. Our Consolidated Financial Statements have been prepared in accordance with GAAP. Our results of operations in any period may not necessarily be indicative of the results that may be expected for any future period. See Part I, Item 1A. Risk Factors for additional information.\nAs previously described, Stone and Talos Energy LLC became our wholly-owned subsidiaries on the Stone Closing Date in connection with the Stone Combination. Prior to the Stone Closing Date, Talos Energy Inc. had not conducted any material activities other than those incident to its incorporation and certain matters contemplated by the Stone Transaction Agreement. Talos Energy LLC is the acquirer of Stone for financial reporting and accounting purposes. Talos Energy LLC was considered the accounting acquirer in the Stone Combination under GAAP. Accordingly, the selected consolidated historical financial data presented in the tables below, which covers periods prior to the Stone Closing Date, reflects the assets, liabilities and operations of Talos Energy LLC prior to the Stone Closing Date and does not reflect the assets, liabilities and operations of Stone prior to the Stone Closing Date. In addition, we incurred material costs associated with the Stone Combination that are reflected in our historical results of operations for periods prior to the Stone Closing Date, and Talos Energy LLC did not incur United States federal income tax expense or the incremental expense associated with being a public company.\nThe selected consolidated historical financial information should be read in conjunction with our financial statements and the related notes included elsewhere in this report, as well as Part II, Item 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax expense. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00278", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nOur Operations and Operating Results Have Been, and Continue to be, Materially Impacted by the COVID-19 Pandemic and Government and League Actions Taken in Response.\nAs described under \u201cPart I - Item 1. Business,\u201d our business depends on the activities of the Knicks and the Rangers. Due to the global COVID-19 pandemic, the NBA and NHL suspended their 2019-20 seasons on March 11 and 12, 2020, respectively, and as a result, virtually all of our business operations have been suspended. It is not clear when normal operations will resume. We cannot predict the time period over which our business will be impacted by the COVID-19 pandemic.\nOn May 26, 2020, the NHL announced that the 2019-20 regular season was complete and that the league would move directly into a 24-team tournament in which the Rangers participated. The NHL tournament, which is being held in Toronto, Ontario, Canada and Edmonton, Alberta, Canada, began on August 1, 2020. On June 4, 2020, the NBA announced that the 2019-20 season would conclude with a 22-team tournament starting on July 30 in Orlando, Florida, and that the Knicks would not be participating in that tournament. The 2019-20 NBA and NHL season suspensions resulted in 16 and 12 fewer regular season games in the 2019-20 seasons being played by the Knicks and Rangers, respectively, of which 8 and 5, respectively, were home games. Due to the evolving nature of the COVID-19 pandemic, there can be no assurances as to whether these tournaments will be completed as planned.\nDue to the delayed conclusion of the NBA and NHL seasons, the start of the 2020-21 seasons will be delayed and the Knicks and the Rangers will likely play a reduced number of games. No assurances can be made as to whether and when the 2020-21 seasons will occur, the number of games played for the 2020-21 seasons, that the games will be played at The Garden or will be played with any in-arena audiences or without limited-capacity in-arena audiences.\nIn addition, as a result of government-mandated assembly limitations and closures, no events are currently permitted to be held at The Garden, where the Knicks and Rangers play their home games, and some, if not all, of these mandated restrictions are expected to remain in effect for at least a portion of the 2020-21 seasons. It is possible that continuing concerns related to COVID-19 could cause governments and professional sports leagues in the United States, including the NBA and NHL, to suspend or cancel certain games or the entire 2020-21 season or mandate that teams play games without or to limited in-arena audiences during the 2020-21 seasons and other seasons in the future. Even after the Knicks and the Rangers are able to resume playing games at The Garden with audiences, it is unclear whether and to what extent COVID-19 and related concerns will impact the demand for attending these games and for our sponsorship, tickets and other premium inventory or whether the leagues or government will restrict audience sizes.\nFurther, a significant portion of the Company\u2019s revenue is earned from media rights fees from the local broadcast of Knicks and Rangers games and our share of fees paid for league-wide media rights, which will not be recognized if those games are not played. As a result of the shortened NBA season: (i) the Company\u2019s revenues earned from local media rights fees were reduced by approximately $10 million; and (ii) the Company collected but, did not recognize, approximately $31.8 million in revenue from league-wide media rights fees, which, we anticipate, will be credited against league-wide media rights fees payments due for the 2020-21 NBA season, if the 2019-20 season is not completed. As a result of the shortened NHL season (i) the Company\u2019s revenues earned from local media rights fees were reduced by approximately $3 million; and (ii) the Company collected but, did not recognize, approximately $10 million revenue from league-wide media rights fees, which, ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1636519_2020.htm (CIK: 1636519, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00279", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11 - EXECUTIVE COMPENSATION\nInformation relating to Executive Compensation is set forth under the captions \u201cCompensation of Directors\u201d and \u201cExecutive Compensation and Related Information - Narrative Disclosure Regarding Compensation\u201d in our 2021 Proxy Statement, which is incorporated herein by reference.\nITEM 12", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 95552_2020.htm (CIK: 95552, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00280", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk\nInterest Rate Risk\nWe are exposed to interest rate risk through fluctuations in interest rates on our debt obligations. A significant portion of our outstanding debt bears interest at variable rates. As a result, increases in interest rates could increase the cost of servicing our debt and could materially reduce our profitability and cash flows. We seek to manage exposure to adverse interest rate changes through our normal operating and financing activities, as well as through hedging activities, such as entering into interest rate derivative agreements. We have entered into interest rate swap agreements with a notional amount of $500.0 million to convert the variable interest rate on a portion of our Term Loan Facility to a fixed 1-month LIBOR interest rate of 2.46%. These contracts were effective on February 28, 2019 and terminate on February 28, 2023. Excluding the impact of this interest rate swap and the interest rate floor on the Term Loan Facility, each 1% increase in interest rates on the Term Loan Facility would increase our annual interest expense by approximately $8.8 million based on the aggregate principal amount outstanding under the Term Loan Facility as of April 30, 2020. Assuming the ABL Facility was fully drawn, each 1% increase in interest rates would result in a $4.5 million increase in our annual interest expense on the ABL Facility. Assuming the Canadian Facility was fully drawn, each 1% increase in interest rates would result in a $0.1 million increase in our annual interest expense. As of April 30, 2020, $876.9 million aggregate principal amount was outstanding under the Term Loan Facility, $80.0 million was outstanding under the ABL Facility and $7.2 million was outstanding under our Canadian Facility.\nForeign Currency Risk\nWe are exposed to foreign currency exchange rate fluctuations for our operations in Canada, which can adversely impact our net income and cash flows. Approximately 13% of our net sales during the year ended April 30, 2020 were derived from sales to customers in Canada. These operations are primarily conducted in the local currency. This exposes us to risks associated with changes in foreign currency that can adversely affect net sales, net income and cash flows. We currently do not enter into financial instruments to manage this foreign currency exchange risk.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1600438_2020.htm (CIK: 1600438, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00281", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nQuantitative and Qualitative Disclosures about Market Risk\nOur exposure to market risk is limited to our cash and cash equivalents, all of which have maturities of less than three months, and marketable securities, which have maturities between one and twenty-two months. The goals of our investment policy are preservation of capital, fulfillment of liquidity needs, and fiduciary control of cash and investments. We also seek to maximize income from our investments without assuming significant risk. To achieve our goals, we may in the future maintain a portfolio of cash equivalents and investments in a variety of securities that management believes to be of high credit quality. We currently do not hedge interest rate exposure. Because of the short-term maturities of our cash equivalents and short-term investments, we do not believe that an increase in market rates would have a material negative impact on the value of our portfolio. As of December 31, 2020, our marketable securities had a fair market value of $87.6 million, representing 39% of our total assets.\nInterest Rate Risk\nAs of December 31, 2020, based on current interest rates and our total debt outstanding, a hypothetical 100 basis point increase or decrease in interest rates would have an insignificant pre-tax impact on our results of operations.\nITEM 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1487371_2020.htm (CIK: 1487371, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00282", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nThe information required by Items 402, 407(e)(4), and (e)(5) of Regulation S-K will be included under the headings \u201cExecutive Compensation\u201d and \u201cCompensation Committee Interlocks and Insider Participation\u201d (if applicable) in our definitive proxy statement for our 2021 Annual Meeting of Stockholders, and such information is incorporated herein by reference.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1704711_2020.htm (CIK: 1704711, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00283", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nThe following discussion contains \u201cforward-looking statements\u201d. White Mountains intends statements that are not historical in nature, which are hereby identified as forward-looking statements, to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. White Mountains cannot promise that its expectations in such forward-looking statements will turn out to be correct. White Mountains\u2019s actual results could be materially different from and worse than its expectations. See \u201cFORWARD-LOOKING STATEMENTS\u201d on page 72 for specific important factors that could cause actual results to differ materially from those contained in forward-looking statements.\nThe following discussion also includes eight non-GAAP financial measures (i) adjusted book value per share, (ii) gross written premiums and MSC from new business, (iii) adjusted capital, (iv) NSM\u2019s earnings before interest, taxes, depreciation and amortization (\u201cEBITDA\u201d), (v) NSM\u2019s adjusted EBITDA, (vi) Kudu\u2019s EBITDA, (vii) Kudu\u2019s adjusted EBITDA and (viii) total consolidated portfolio returns excluding MediaAlpha, that have been reconciled from their most comparable GAAP financial measures on page 63. White Mountains believes these measures to be useful in evaluating White Mountains\u2019s financial performance and condition.\nRESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2020, 2019 AND 2018\nOverview-Year Ended December 31, 2020 versus Year Ended December 31, 2019\nWhite Mountains ended 2020 with book value per share of $1,259 and adjusted book value per share of $1,264, an increase of 23.1% and 24.2% for the year, including dividends. Comprehensive income attributable to common shareholders was $716 million in 2020 compared to $413 million in 2019. The results in 2020 included $746 million of net investment income and net realized and unrealized investment gains from White Mountains\u2019s investment in MediaAlpha. The results in 2020 also included $131 million from the release of a deferred tax liability as a result of an internal reorganization in connection with the MediaAlpha IPO. The results in 2019 included $256 million of net investment income, realized gains and net unrealized investment gains from White Mountains\u2019s investment in MediaAlpha, $182 million of which was from the 2019 MediaAlpha Transaction.\nOn October 30, 2020, MediaAlpha completed the MediaAlpha IPO. In the offering, White Mountains sold 3,609,894 shares and received total proceeds of $64 million. Following the completion of the MediaAlpha IPO, White Mountains owns 20,532,202 MediaAlpha shares, representing a 35.0% ownership interest (32.3% on a fully-diluted, fully converted basis). At the December 31, 2020 MediaAlpha closing price of $39.07 per share, the value of White Mountains\u2019s remaining investment in MediaAlpha was $802 million. Based on White Mountains\u2019s ownership of 20,532,202 shares of MediaAlpha as of December 31, 2020, each $1.00 per share increase or decrease in the stock price of MediaAlpha subsequent to the MediaAlpha IPO will result in an approximate $7 per share increase or decrease in White Mountains\u2019s book value per share and adjusted book value per share.\nOn October 1, 2020, White Mountains entered into the Ark SPA and the Ark Acquisition Agreement. Under the terms of the Ark Acquisition Agreement, White Mountains agreed to contribute $605 million of equity capital to Ark, at a pre-money valuation of $300 million, and to purchase $41 million of shares from the Ark Sellers. White Mountains also agreed to contribute up to an additional $200 million of equity capital to Ark in 2021. In accordance with the Ark SPA, in the fourth quarter of 2020 White Mountains pre-funded/placed in escrow a total of $646 million in preparation for closing the transaction, which is reflected on the balance sheet within the Other Operations segment as of December 31, 2020.\nOn January 1, 2", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: deferred tax, tax liability. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00284", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\nThis information appears under \u201cFive-Year Financial Summary\u201d in Exhibit 99.1, which is incorporated herein by reference.\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 21076_2020.htm (CIK: 21076, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00285", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nOverview\nOur principal business consists of attracting retail deposits from the general public and investing those funds, along with borrowed funds, in loans secured by first and second mortgages on one-to-four family residences (including home equity loans and lines of credit), commercial and multi-family, consumer and commercial business loans and, to a lesser extent, construction and land loans. We offer a wide variety of consumer loan products, including automobile loans, boat loans, manufactured homes not secured by permanent dwellings and recreational vehicle loans. We intend to continue emphasizing our residential mortgage, home equity and consumer lending, while also expanding our emphasis in commercial and multi-family and commercial business lending.\nOur operating revenues are derived principally from earnings on interest earning assets, service charges and fees. Our primary sources of funds are deposits, FHLB advances and other borrowings, and payments received on loans and securities. We offer a variety of deposit accounts that provide a wide range of interest rates and terms, generally including savings, money market, term certificate and checking accounts. Our noninterest expenses consist primarily of salaries and employee benefits, expenses for occupancy, marketing and computer services and FDIC deposit insurance premiums. Salaries and benefits consist primarily of the salaries and wages paid to our employees, payroll taxes, expenses for retirement and other employee benefits. Occupancy expenses, which are the fixed and variable costs of buildings and equipment, consist primarily of lease payments, property taxes, depreciation charges, maintenance and costs of utilities.\nOur strategic plan targets individuals, small and medium size businesses in our market area for loan and deposit growth. In pursuit of these goals, and while managing the size of our loan portfolio, we focused on including a significant amount of commercial business and commercial and multi-family loans in our portfolio. A significant portion of these commercial and multi-family and commercial business loans have adjustable rates, higher yields or shorter terms and higher credit risk than traditional fixed-rate mortgages. Our commercial loan portfolio (commercial and multi-family real estate, commercial construction and commercial business loans) decreased to $45.2 million, or 39.3% of our total loan portfolio at December 31, 2020, from $50.9 million or 40.8% of our total loan portfolio, at December 31, 2019. The impact of additional commercial and multi-family, commercial construction and commercial business loans has had a positive impact on our interest income and has helped to further diversify our loan portfolio mix. At December 31, 2020, our commercial real estate and commercial real estate construction portfolios totaled $31.0 million, which represents a 11.8% decrease since December 31, 2019. At December 31, 2020, our commercial business loans were $5.2 million, which represents a 19.3% decrease since December 31, 2019.\nOur primary market area is in Washington, Lawrence, Orange and Floyd counties, Indiana. Adverse economic conditions in our market area can reduce our rate of growth, affect our customers\u2019 ability to repay loans and adversely impact our financial condition and earnings. Weak economic conditions and ongoing strains in the financial and housing markets in portions of the United States, including our market area, have presented an unusually challenging environment for banks and their holding companies, including us. This has been particularly evident in our need to provide for credit losses during these periods at significantly higher levels than our historical experience and has also adversely affected our net interest income and other operating revenues and expenses.\nSignificant Developments and the Impact of COVID-19\nThe recent CO", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1734875_2020.htm (CIK: 1734875, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00286", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data.\nThe consolidated financial statements required to be filed pursuant to this Item 8 are appended to this report. An index of those consolidated financial statements is found in Item 15 of Part IV of this Annual Report on Form 10-K.\nItem 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1534120_2020.htm (CIK: 1534120, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00287", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. Selected Financial Data\n(In Thousands, Except Per Share Data)\nThe following selected consolidated financial information should be read in conjunction with ITEM 7, Management's Discussion and Analysis of Financial Condition and Results of Operations and ITEM 8, Financial Statements and Supplementary Data.\n(1) Effective January 1, 2018, EOG adopted the provisions of Accounting Standards Update (ASU) 2014-09, \"Revenue From Contracts With Customers\" (ASU 2014-09). In connection with the adoption of ASU 2014-09, EOG presents natural gas processing fees relating to certain processing and marketing agreements within its United States segment as Gathering and Processing Costs instead of as a deduction to Natural Gas Revenues. There was no impact to operating income, net income or cash flows resulting from changes to the presentation of natural gas processing fees. EOG elected to adopt ASU 2014-09 using the modified retrospective approach with no reclassification of amounts for the years ended December 31, 2017 and 2016 (see Note 1 to Consolidated Financial Statements).\n(2) Effective January 1, 2020, EOG adopted the provisions of ASU 2016-13, \"Measurement of Credit Losses on Financial Instruments\" (ASU 2016-13). ASU 2016-13 changes the impairment model for financial assets and certain other instruments by requiring entities to adopt a forward-looking expected loss model that will result in earlier recognition of credit losses. EOG elected to adopt ASU 2016-13 using the modified retrospective approach with a cumulative-effect adjustment to retained earnings as of the effective date. Financial results reported in periods prior to January 1, 2020, are unchanged. There was no impact to retained earnings upon adoption of ASU 2016-13 and EOG expects current and future credit losses to be immaterial. EOG continues to monitor the credit risk from third-party companies to determine if expected credit losses may become material.\n(3) Effective January 1, 2019, EOG adopted the provisions of ASU 2016-02, \"Leases (Topic 842)\" (ASU 2016-02), which require that lessees recognize a right-of-use (ROU) asset and related lease liability, representing the obligation to make lease payments of certain lease transactions, on the Consolidated Balance Sheets. EOG elected to adopt ASU 2016-02 and other related ASUs using the modified retrospective approach with a cumulative-effect adjustment to the opening balance of retained earnings as of the effective date. Financial results reported in periods prior to January 1, 2019, are unchanged. There was no impact to retained earnings upon adoption of ASU 2016-02 and other related ASUs. See Notes 1 and 18 to Consolidated Financial Statements.\n(4) Effective January 1, 2017, EOG adopted the provisions of ASU 2015-17, \"Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes\" (ASU 2015-17), which simplifies the presentation of deferred taxes in a classified balance sheet by eliminating the requirement to separate deferred income tax liabilities and assets into current and noncurrent amounts. Instead, ASU 2015-17 requires that all deferred tax liabilities and assets be shown as noncurrent in a classified balance sheet. In connection with the adoption of ASU 2015-17, EOG restated $160 million from deferred tax liabilities to deferred tax assets on its Consolidated Balance Sheet at December 31, 2016.\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, deferred tax. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00288", "source": "edgar", "source_license": "public_domain", "text": "Item 7.A. Quantitative and Qualitative Disclosure About Market Risk.\nWe are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1822027_2020.htm (CIK: 1822027, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00289", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nThe following discussion and analysis contains forward-looking statements about trends, uncertainties and our plans and expectations of what may happen in the future. Forward-looking statements involve risks and uncertainties that could cause actual events or results to differ materially from the events or results described in the forward-looking statements, including risks and uncertainties described above in \u201cItem 1A. Risk Factors.\u201d Readers are cautioned not to place undue reliance on forward-looking statements. The forward-looking statements in this report are based upon information available to us on the date of this report. We undertake no obligation to publicly update or revise any forward-looking statements. See \u201cNOTE ON FORWARD-LOOKING STATEMENTS AND RISK FACTORS\u201d in \u201cItem 1. Business.\u201d\nThe following discussion should be read in conjunction with the consolidated financial statements and related notes beginning on page.\nOverview\nWe are a leader in providing cloud email security, productivity, and compliance solutions. We provide easy-to-use solutions for email encryption, data loss prevention (\u201cDLP\u201d), advanced email threat protection, unified archiving, and cloud data backup. As a leading provider of cloud-based security, compliance, and productivity solutions for businesses of all sizes, we are focused on securing data and meeting the compliance needs of organizations with particular emphasis on the healthcare, finance, and government sectors. One of our core competencies is our ability to deliver this complex service offering with a high level of availability, reliability, integrity and security.\nOur 2020 results included record revenues attributable to our ongoing efforts to build a solid and predictable business based on our recurring revenue subscription business model. For 2020, we continued to benefit from growing concerns about data security and integrity issues as well as the growing acceptance of cloud-based offerings and the growing regulatory compliance burdens on many businesses.\nFor 2020, we reported revenue of $218.5 million, an increase of $45.1 million, or 26% over the prior year. This increase was driven by recognition of twelve full months of sales for the year ended December 31, 2020, attributable to our AppRiver business acquired in February 2019 and by steady additions to the subscriber base, a high rate of existing customer renewals and the realization of previously contracted revenue in our backlog.\nFor the year ended December 31, 2020, our gross profit of $105.7 million increased 10% compared to 2019. This increase was driven by new sales. Our 2020 operating profit of $4.6 million increased $13.7 million over the prior year, as the gross profit increase and reductions in general and administrative expenses related to acquisition and integration fees, along with targeted reductions in response to the COVID-19 pandemic, were offset by increased research and development and selling and marketing expenses.\nOur $6.4 million net loss in 2020 is an improvement of $8.2 million compared to our $14.6 million net loss in 2019. Our 2019 net loss includes a $4.5 million income tax benefit resulting from that year\u2019s net loss.\nOther Financial Highlights\n\u2022\nBacklog was $83.4 million at the end of 2020, compared to $89.4 million at the end of 2019.\n\u2022\nTotal billings for 2020 were $219.1 million, compared to $170.2 million for 2019, representing an increase of 28.7%.\n\u2022\nThe annual recurring revenue value of our customer subscriptions as of December 31, 2020, was $237.7 million, compared with $209.7 million for the same period in 2019, representing an increase of $28.0 million.\n\u2022\nOur deferred revenue at the end of 2020 was $41.5 million, compared with $43.3 million at the end of 2019.\n\u2022\nWe generated cash flows from operations of $31.3 million during fiscal 2020. Our cash and cash equivalents were $21.4 million at the end of ", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax benefit. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00290", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nThe following discussion is intended to provide a more comprehensive review of the Company\u2019s operating results and financial condition than can be obtained from reading the Consolidated Financial Statements alone. The discussion should be read in conjunction with the Consolidated Financial Statements and the notes thereto included in \u201cItem 8. Financial Statements and Supplementary Data.\u201d\nCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS\nThis Annual Report on Form 10-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements about the Company\u2019s plans, objectives, expectations and intentions that are not historical facts, and other statements identified by words such as \u201cexpects,\u201d \u201canticipates,\u201d \u201cintends,\u201d \u201cplans,\u201d \u201cbelieves,\u201d \u201cshould,\u201d \u201cprojects,\u201d \u201cseeks,\u201d \u201cestimates\u201d, or the negative version of those words or other comparable words or phrases of a future or forward-looking nature. These forward-looking statements are based on current beliefs and expectations of management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the Company\u2019s control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. The following factors, among others, could cause actual results to differ materially from the anticipated results (express or implied) or other expectations in the forward-looking statements, including those factors set forth under \u201cRisk Factors\u201d and in other sections in this Annual Report on Form 10-K, or the documents incorporated by reference:\n\u2022the risks associated with lending and potential adverse changes of the credit quality of loans in the Company\u2019s portfolio;\n\u2022changes in trade, monetary and fiscal policies and laws, including interest rate policies of the Board of Governors of the Federal Reserve System, which could adversely affect the Company\u2019s net interest income and profitability;\n\u2022changes in the cost and scope of insurance from the FDIC and other third parties;\n\u2022the scope, duration, and effects of the COVID-19 pandemic, including on the Company\u2019s credit quality and operations as well as its impact on general economic conditions;\n\u2022legislative or regulatory changes, including actions taken by governmental authorities in response to the COVID-19 pandemic;\n\u2022ability to complete prospective future acquisitions;\n\u2022costs or difficulties related to the completion and integration of acquisitions;\n\u2022the goodwill the Company has recorded in connection with acquisitions could become impaired, which may have an adverse impact on earnings and capital;\n\u2022changes in interest rates, deposit flows, costs of funds, demand for loan products and the demand for financial services in each case as may be further affected by the COVID-19 pandemic;\n\u2022the reputation of banks and the financial services industry could deteriorate, which could adversely affect the Company's ability to obtain and maintain customers;\n\u2022competition among financial institutions in the Company's markets may increase significantly, including due to the entry of new participants that rely on emerging technologies to make loans and acquire deposits which may not be as heavily regulated as we are;\n\u2022the risks presented by continued public stock market volatility, which could adversely affect the market price of the Company\u2019s common stock and the ability to grow the Company through acquisitions or raise capital in the future;\n\u2022the projected business and profitability of an expansion or the opening of a new branch could be lower than expected;\n\u2022consolidation in the financial services industry in the Company\u2019s markets resulting in larger financial institutions with greater re", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 868671_2020.htm (CIK: 868671, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00291", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11 - EXECUTIVE COMPENSATION\nWe incorporate by reference in this Item 11 the information relating to executive and director compensation and the report of the Compensation Committee contained under the headings \"Compensation Discussion and Analysis\" and \"Board and Corporate Governance-Director Compensation\" from our 2021 Proxy Statement.\nITEM 12", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1123360_2020.htm (CIK: 1123360, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00292", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nWe describe below certain risks that could adversely affect our business, prospects, financial condition or results of operations. These risk factors may change from time to time and may be amended, supplemented or superseded by updates to the risk factors contained in our future periodic reports on Form 10-Q and reports on other forms we file with the SEC. All forward-looking statements about our future results of operations or other matters made by us in this Annual Report as well as our consolidated financial statements and notes, and in our subsequently filed reports to the SEC, as well as in our press releases and other public communications, are qualified by the risks described below.\nRisk Factor Summary\nOur business operations are subject to numerous risks, factors and uncertainties, including those outside of our control, that could cause our actual results to be harmed, including risks regarding the following:\n\u2022disruption in the availability of, or increases in the price of, EO, Co-60 or our direct materials, services and supplies, including as a result of geopolitical instability arising from U.S. relations with Russia and related sanctions;\n\u2022changes in industry trends, environmental, health and safety regulations or preferences and general economic, social and business conditions;\n\u2022health and safety risks associated with the use, transportation and disposal of potentially hazardous materials such as EO and Co-60;\n\u2022the impact and outcome of current and future legal proceedings and liability claims, including lawsuits alleging personal injury, property devaluation and other injuries by purported exposure to emissions of EO from our facilities in Willowbrook, Atlanta and Santa Teresa, and the possibility that other claims will be made in the future relating to these or other facilities and any inadequacy of our insurance coverage to pay any judgments rendered against us, including that our per occurrence limit for claims relating to Willowbrook\u2019s EO emissions has been reached;\n\u2022compliance with regulatory requirements to which we are subject and the related costs, and any failures to receive or maintain, or delays in receiving, required clearance or approvals;\n\u2022competition we face;\n\u2022business continuity hazards and other risks associated with our operations;\n\u2022our ability to increase capacity at existing facilities, renew leases for our facilities and build new facilities in a timely and cost-effective manner;\n\u2022the risks of doing business internationally;\n\u2022cyber security breaches and data leaks, and our dependence on information technology systems;\n\u2022any inability to pursue strategic transactions, including to find suitable acquisition targets, and our failure to integrate strategic acquisitions successfully into our existing business or realize anticipated cost savings or synergies;\n\u2022any inability to implement effective internal controls over financial reporting;\n\u2022our history of net operating losses, including a net loss attributable to Sotera Health Company of $38.6 million and $20.9 million for the years ended December 31, 2020 and 2019, and the risk that we may not achieve or maintain profitability in the future;\n\u2022our substantial leverage could adversely affect our ability to raise additional capital, limit our ability to react to changes in the economy or our industry, limit our flexibility in operating our business through restrictions contained in our debt agreements and prevent us from meeting our obligations under our existing and future indebtedness. As of December 31, 2020, our indebtedness totaled approximately $1,863.6 million, and our debt service obligations (principal and interest) represented approximately 68% of our net cash flows from operating activities (before giving effect to the payment of interest);\n\u2022certain investment funds and entities affiliated with Warburg Pincus and GTCR, which we refer to collectively as the \u201cSponsors,\u201d continue to have substantial control over us, whic", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1822479_2020.htm (CIK: 1822479, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00293", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION.\nSummary Compensation Table\nThe following table sets forth the compensation paid to the Company\u2019s Chief Executive Officer and those executive officers that earned in excess of $100,000 during the year ended December 31, 2020 (collectively, the \u201cNamed Executive Officers\u201d):\n(1) Michael Pollack began serving as the Company\u2019s Interim Chief Financial Officer in December 2018 and was paid no compensation in 2018 or 2019. Accordingly, he has not been included in this table.\n(2) The amounts in this column represent the grant date fair value of stock option awards, computed in accordance with FASB ASC Topic 718.\n(3) Of the $120,000 due Mr. Korenko for 2019, $100,000 is accrued for as of December 31, 2019, and as of December 31, 2020, the Company has $69,914 in accrued compensation to Mr. Korenko.\nNarrative Disclosure to Summary Compensation Table\nDr. Michael K. Korenko. On October 24, 2018, Mr. Korenko entered into an employment agreement with the Company (the \u201cOld Employment Agreement\u201d), which was scheduled to terminate on December 31, 2019. On June 4, 2019, Mr. Korenko and the Company entered into a new employment agreement, effective June 11, 2019, which shall terminate on December 31, 2020 and December 31 of subsequent years (the \u201cTermination Date\u201d) if the agreement is extended pursuant to its terms. Under the terms of his employment agreement, the Company may terminate Dr. Korenko\u2019s employment either with or without cause prior to the Termination Date, but in the event of a termination without cause, Dr. Korenko shall be entitled to receive monthly payments of his base salary for a period of six months thereafter, all of Dr. Korenko\u2019s outstanding options, if any, shall vest, and Dr. Korenko shall be entitled to receive all past due compensation within three weeks of the date of termination. The employment agreement automatically renewed for another year through December 31, 2021.\nThe Company shall pay to Dr. Korenko an annual base compensation of $180,000, which is payable in equal monthly intervals. Of the $180,000 in annual base salary, $60,000 of annual pay shall be deferred and accrued until the Company\u2019s cash balance exceeds $1,000,000, which occurred in December 2020. Dr. Korenko\u2019s employment agreement provides that he shall receive a stock option grant issued under the Company\u2019s 2015 Omnibus Securities and Incentive Plan in an amount equal to 21 million options ten days after the Company\u2019s 1-for-8 reverse split, which was consummated in late June 2019. The options shall have a seven year term, shall be exercisable at a price of $0.024 per share, and shall vest as follows: 50% shall vest in equal amounts at the end of each quarter for the two quarters after grant date, 25% shall vest upon the Company filing for a patent, and the remaining 25% shall vest upon the first commercial sale of IsoPet. In December 2020, Mr. Korenko exercised 2,500,000 of these options for $60,000.\nPursuant to Dr. Korenko\u2019s Old Employment Agreement, the Company agreed to issue to Dr. Korenko 3,500,000 shares of common stock and warrants to purchase 1,762,321 shares of common stock in satisfaction of his past due and accrued compensation. In addition, in consideration for Dr. Korenko\u2019s past performance, the Company agreed to compensate Dr. Korenko with a cash bonus in the amount of $200,000, which will be deferred until the cash balance exceeds $2,000,000. The Company also granted Dr. Korenko a stock option grant of 8,120,152 options under the 2015 Omnibus Securities and Incentive Plan on October 24, 2018. The options vested immediately upon issuance, have a term of seven years, and are exercisable at a price of $0.112 per share.\nThe Company paid bonuses to certain employees based on their performance, the Company\u2019s need to retain such employees, and funds available. All bonus payments were approved by the Company\u2019s Board of Directors.\nOutstanding Equity Awards at Fiscal Year-End Table\nThe following table sets forth all", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1449349_2020.htm (CIK: 1449349, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00294", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Removed and Reserved\nThe selected financial data previously required by Item 301 of Regulation S-K has been omitted in reliance on SEC Release No. 33-10890, Management\u2019s Discussion and Analysis, Selected Financial Data and Supplementary Financial Information.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1793294_2020.htm (CIK: 1793294, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00295", "source": "edgar", "source_license": "public_domain", "text": "Item 7.\nManagement's Discussion and Analysis of Financial Conditions and Results of Operation.\nYou should read the following discussion and analysis of our financial condition and results of operations together with \u2018\u2018Selected Consolidated Financial Data\u2019\u2019 and our consolidated financial statements and related notes appearing elsewhere in this annual report on Form 10-K. This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. The actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including, but not limited to, those set forth under \u2018\u2018Risk Factors\u2019\u2019 and elsewhere in this annual report on Form 10-K.\nOverview\nWe design and market to business customers digital watermarking, streaming video and video-on-demand (VOD) systems, services and source-to-destination digital media delivery solutions that allow live or recorded digitized and compressed video to be transmitted through Internet, intranet, satellite or wireless connectivity. The Company\u2019s systems, services and delivery solutions include digital watermark solutions and video content production, content encoding, media asset management, media and application hosting, multi-mode content distribution, transaction data capture and reporting, e-commerce, specialized engineering services, and Internet streaming hardware.\nThe Company\u2019s products and services are based on its data privacy, data protection and media delivery infrastructure, software and services. It has developed a number of specific products and services that include\nCloud-DPS, CTSS and Forget-Me-Yes\u2122.\nAs more fully discussed below we have not been profitable, and our revenues for 2020 and 2019 were $-0-. We cannot predict our revenue levels for the next 12 months, or thereafter, nor when, or if, our operations will become profitable. We will require additional financing, both for the remainder of fiscal 2020 and thereafter, to continue to operate and expand our business. There is no assurance that such financing will be available on commercially reasonable terms, if at all.\nCRITICAL ACCOUNTING POLICIES\nOur discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate these estimates, including those related to customer programs and incentives, bad debts, inventories, investments, intangible assets, income taxes, warranty obligations, impairment or disposal of long-lived assets, contingencies and litigation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.\nWe have identified the policies below as critical to our business operations and to the understanding of our financial results. The impact and any associated risks related to these policies on our business operations is discussed throughout management\u2019s discussion and analysis of financial condition and results of operations where such policies affect our reported and expected financial results:\n\u25cf\nRevenue recognition;\n\u25cf\nImpairment or disposal of long-lived assets;\n\u25cf\nDeferred taxes;\n\u25cf\nAccounting for stock-based compensation; and\n\u25cf\nCommitments and contingencies.\nREVENUE RECOGNITION. Revenue is recognized for data privacy, data protection and digital water marking based on a contracted", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, deferred tax. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00296", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures about Market Risk\nInterest Rate Risk\nOur exposure to market risk for changes in interest rates relates primarily to our investment portfolio. We currently have holdings in U.S. Treasury securities. A summary of our investment securities follows:\nWe have estimated the effect on our investment portfolio of a hypothetical increase in interest rates by one percent to be a reduction of $9.1 million in the fair value of our investments as of December 31, 2020. In addition, a hypothetical decrease of 10% in the effective yield of our investments would reduce our expected investment income by $0.3 million over the next twelve months based on our investment balance at December 31, 2020.\nForeign Currency Risk\nMost of our revenues and expenses are denominated in U.S. dollars and as a result, we have not experienced significant foreign currency transaction gains and losses to date. Our commercial sales in Canada are denominated in Canadian Dollars. We also had other transactions denominated in foreign currencies during the year ended December 31, 2020, primarily related to contract manufacturing and ex-U.S. clinical trial activities, and we expect to continue to do so. Our royalties from Takeda are derived from their sales of ADCETRIS in multiple countries and in multiple currencies that are converted into U.S. dollars for purposes of determining the royalty owed to us. Our limited foreign currency exposure is to fluctuations in the Euro, British Pound, Canadian Dollar, Swiss Franc, and Danish Krone. We do not anticipate that foreign currency transaction gains or losses will be significant at our current level of operations. However, transaction gains or losses may become significant in the future as we continue to expand our operations internationally. We have not engaged in foreign currency hedging to date; however, we may do so in the future.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1060736_2020.htm (CIK: 1060736, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00297", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\nThis summary should be read in conjunction with our audited Consolidated Financial Statements and related Notes included in Item 8 of this 2020 Form 10-K. Additional information about the non-GAAP financial measures used below can be found in \"-Supplemental Non-GAAP Financial Information.\"\nOn February 25, 2019, we placed our U.K. operations into administration, which resulted in treatment of the U.K. segment as discontinued operations for all periods presented below. Refer to Note 22, \"Discontinued Operations\" of Item 8. Financial Statements and Supplementary Data for additional details.\nReconciliation of Net income from continuing operations and Diluted Earnings per Share from continuing operations to Adjusted Net Income and Adjusted Diluted Earnings per Share, non-GAAP measures (in thousands, except per share amounts)\nReconciliation of Net income from continuing operations to EBITDA and Adjusted EBITDA, non-GAAP measures (in thousands)\nDescription of adjustments for Adjusted Net Income and Adjusted EBITDA are detailed below:\nSupplemental Non-GAAP Financial Information\nNon-GAAP Financial Measures\nIn addition to the financial information prepared in conformity with U.S. GAAP, we provide certain \u201cnon-GAAP financial measures,\u201d including:\n\u2022Adjusted Net Income and Adjusted Earnings Per Share, or the Adjusted Earnings Measures (net income from continuing operations plus or minus loss (gain) on extinguishment of debt, certain legal and other costs, income or loss from equity method investment, goodwill and intangible asset impairments, certain costs related to the disposition of U.K., transaction-related costs, share-based compensation, intangible asset amortization and cumulative tax effect of applicable adjustments, on a total and per share basis);\n\u2022EBITDA (net income from continuing operations before interest, income taxes, depreciation and amortization);\n\u2022Adjusted EBITDA (EBITDA plus or minus certain non-cash and other adjusting items);\n\u2022Adjusted effective income tax rate (effective tax rate plus or minus certain non-cash and other adjusting items); and\n\u2022Gross Combined Loans Receivable (includes loans originated by third-party lenders through CSO programs which are not included in our Consolidated Financial Statements).\nWe believe that presentation of non-GAAP financial information is meaningful and useful in understanding the activities and business metrics of our operations. We believe that these non-GAAP financial measures offer another way to view aspects of our business that, when viewed with our U.S. GAAP results, provide a more complete understanding of factors and trends affecting our business.\nWe believe that investors regularly rely on non-GAAP financial measures, such as Adjusted Net Income, Adjusted Earnings per Share, EBITDA and Adjusted EBITDA, to assess operating performance and that such measures may highlight trends in the business that may not otherwise be apparent when relying on financial measures calculated in accordance with U.S. GAAP. In addition, we believe that the adjustments shown below are useful to investors in order to allow them to compare our financial results during the periods shown without the effect of each of these income or expense items. In addition, we believe that Adjusted Net Income, Adjusted Earnings per Share, EBITDA and Adjusted EBITDA are frequently used by securities analysts, investors and other interested parties in the evaluation of public companies in our industry, many of which present Adjusted Net Income, Adjusted Earnings per Share, EBITDA and/or Adjusted EBITDA when reporting their results.\nIn addition to reporting loans receivable information in accordance with U.S. GAAP, we provide Gross Combined Loans Receivable consisting of Company-Owned loans receivable plus loans originated by third-party lenders through the CSO programs, which we guarantee but do not include in the Consolidated Financial Statements, which we refer to as Guaranteed by t", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax rate. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00298", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors.\nOur business, financial condition, results of operations and future growth prospects could be materially and adversely affected by the following risks or uncertainties. The risks and uncertainties described below are those that we have identified as material, but they are not the only risks and uncertainties we face. Our business is also subject to general risks and uncertainties that affect many other companies, including overall economic and industry conditions, as well as other risks not currently known to us or that we currently consider immaterial. If any of such risks and uncertainties actually occurs, our business, financial condition, results of operations and prospects could differ materially from the plans, projections and other forward-looking statements included in the section titled \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d and elsewhere in this Annual Report on Form 10-K and in our other public filings.\nRisks Related to Our Business and Our Industry\nThe global COVID-19 pandemic, including the related containment efforts, has had, and we expect will continue to have, certain negative impacts on our business and operations, and we are unable to predict with certainty the extent to which it may continue to adversely affect our business, results of operations and financial condition.\nIn December 2019, a novel strain of coronavirus, or COVID-19, was reported to have surfaced in Wuhan, China. As of May 2020, COVID-19 has spread to Europe, the United States and most other countries, and has been declared a pandemic by the World Health Organization. The COVID-19 pandemic is evolving, and to date has led to the implementation of various responses, including global government-imposed quarantines, stay-at-home orders, travel restrictions, mandated business closures and other public health safety measures. Such containment efforts have caused significant societal and economic disruption worldwide, including in all of the regions in which we operate our business and sell our products and services. To date, we have taken a number of actions as a result of the COVID-19 pandemic. Our actions include, among others: (i) a decision to close all of our global offices, including our global headquarters in London, United Kingdom, and the resulting shift to a virtual work environment where all of our employees, including our global sales and customer support staff, are working remotely; (ii) a decision to limit and then ultimately ban all non-essential travel, including international travel; (iii) a decision to cancel or shift to virtual-only certain customer, industry and employee events; and (iv) the establishment of an employee support fund, funded in part by executive and employee donations, to offset the impact of the pandemic on our more vulnerable employees. The expected duration of these actions is uncertain, and we expect that the transition back to normal operations will take time, perhaps several months. We believe that the COVID-19 pandemic has negatively impacted and will continue to negatively impact our business and results of operations in a number of ways, including (i) an impact on the demand for our products and services caused by a decline in the rate of IT spending and a delay in purchasing decisions as IT and security staff focus on addressing the disruption to their businesses, which will impact sales to prospects and existing customers and increase customer attrition, (ii) restrictions on our global sales and marketing operations, including eliminating in-person sales activities, (iii) our employees\u2019 ability to perform necessary business functions, including as a result of illness, family illness and general economic hardship, or as a result of restrictions on movement, including the necessity of working from home for an extended period, (iv) customers seeking extended payment terms or declaring bankruptcy or seeking to liquidate making collect", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1644675_2020.htm (CIK: 1644675, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00299", "source": "edgar", "source_license": "public_domain", "text": "Item 1A.Risk Factors\nAn investment in our common shares involves a significant risk of loss. You should carefully read this entire Annual Report and should give particular attention to the following risk factors. You should recognize that other significant risks may arise in the future, which we cannot reasonably foresee at this time. Also, the risks that we now foresee might affect us to a greater or different degree than currently expected. There are a number of important factors that could cause our actual results to differ materially from those expressed or implied by any of our forward-looking statements in this Annual Report. These factors include, without limitation, the risk factors listed below, and other factors presented throughout this Annual Report and any other documents filed by us with the SEC and the Canadian securities regulators on SEDAR.\nRisk Factors Summary\nThe following is a summary of the principal risks that could adversely affect our business, operations, and financial results. A more thorough discussion of these and other risks follows this summary.\nRisks Related to Our Business\n\u00b7We have a history of significant losses and have generated de minimis licensing revenue and no revenue from the sale of products since our inception.\n\u00b7PEDMARKTM is currently our only product candidate. PEDMARKTM is still in development and there is no assurance that it will receive regulatory approval or that we will successfully develop it into a commercially viable product.\n\u00b7We may be required to conduct additional clinical trials for PEDMARKTM, which would be costly and time-consuming to complete.\n\u00b7We may require additional financing to obtain regulatory approval for and commercialize PEDMARKTM, and a failure to obtain this capital when needed on acceptable terms, or at all, could force us to delay, limit, reduce, or terminate our product development, other operations, or commercialization efforts.\n\u00b7We are currently and may in the future be the target of securities litigation, which may be costly and time-consuming to defend.\n\u00b7Our business may be adversely affected by the ongoing COVID-19 pandemic.\n\u00b7Our business involves environmental risks and potential exposure to environmental liabilities.\nRisks Related to the Clinical Development and Marketing Approval of Our Product Candidate\n\u00b7PEDMARKTM has not received marketing approval from the FDA or any comparable foreign authorities. These approval processes are costly, time-consuming, and inherently unpredictable, and it is possible that our applications for marketing approval will be denied.\n\u00b7Our NDA for PEDMARKTM received a CRL from the FDA in August 2020, which identified deficiencies in the third-party manufacturing facility that manufactures PEDMARKTM on our behalf.\nRisks Related to Commercialization of Our Product Candidate\n\u00b7Even if we receive regulatory approvals for PEDMARKTM, it will still be subject to continued regulatory review and could be subject to labeling and other restrictions.\n\u00b7Sales of PEDMARKTM, assuming it obtains regulatory approval, will depend on reimbursement by payers and these payers are subject to pressures to contain costs. In addition, coverage and reimbursement for PEDMARKTM may be limited or unavailable in certain market segments.\n\u00b7PEDMARKTM targets diseases with small patient populations and we may not be effective at identifying patients.\n\u00b7We may not be able to gain or maintain market acceptance of PEDMARKTM among the medical community, patients, or payers.\n\u00b7If we fail to comply with applicable healthcare laws and regulations, we may be subject to investigations and civil or criminal penalties and could lose any regulatory approvals that we obtain for PEDMARKTM.\n\u00b7We have just started to build our commercial team and have limited experience in commercializing pharmaceutical products.\n\u00b7Changes in healthcare laws and regulations, as well as changes in healthcare policy, could adversely affect our business.\n\u00b7PEDMARKTM may be subject to product lia", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1211583_2020.htm (CIK: 1211583, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00300", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nWe have provided the financial statements required by this item immediately following the signature page of this report.\nITEM 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1168081_2020.htm (CIK: 1168081, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00301", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nReaders should carefully consider the risks described below before making an investment decision. Our business, financial condition or results of operations could be materially and adversely affected by any of these risks. The trading price of our common stock could decline due to any of these risks, and investors may lose all or part of their investment.\nRisks Related to the COVID-19 Pandemic\nThe COVID-19 pandemic has materially and adversely affected, and will likely continue to materially and adversely affect, our results of operations, financial position and liquidity.\nIn December 2019, an outbreak of COVID-19 was identified in Wuhan, China. The COVID-19 outbreak spread throughout the world. In March 2020, the President of the United States declared a national emergency. The COVID-19 pandemic has materially and adversely affected passenger demand and bookings for air travel, thereby materially and adversely affecting operating income and cash flows from operations. As a result, we incurred a net loss of $184 million in 2020, our first net loss since 2002. We applied various measures to conserve our liquidity through cost reductions and other means. These efforts included reducing airline capital expenditures, suspending all non-airline capital expenditures; reducing our published flight schedule; placing a number of aircraft in storage; accelerated the retirement date of certain aircraft; implementing voluntary time-off programs for employees; suspending all hiring and non-contract salary increases; temporarily reducing named executive officer salaries and\nBoard of Director cash retainer fees; and extending vendor payment terms. We will continue some of these measures into the future as we deem necessary until we return to profitability.\nThe extent of the impact of the COVID-19 pandemic on our business and our financial and operational performance will depend on future developments, including the duration, spread, severity and recurrences of the COVID-19 or similar viruses; the possible imposition of testing requirements before domestic travel; the duration and scope of related federal, state and local government restrictions; the availability and effectiveness of vaccines against COVID-19 and any variants of the virus; the extent of the impact of the COVID-19 pandemic on overall demand for air travel; and our access to capital, all of which are highly uncertain and cannot be predicted.\nThe COVID-19 pandemic has caused public health officials to recommend precautions to mitigate the spread of the virus. Since the onset of the COVID-19 pandemic, federal, state and local authorities have at various times instituted measures such as imposing self-quarantine requirements, requiring testing before entry into certain states; issuing directives forcing businesses to temporarily close, restricting air travel and issuing shelter-in-place and similar orders limiting the movement of individuals. Such measures have depressed demand for air travel, disrupted our operations, and materially adversely affected our business. The resulting cancellations of flights resulted in an unprecedented amount of cash refunds and the issuance of travel vouchers to customers. Further, due to the fears and restrictions involved with travel in the near term, sales of tickets for future travel have been adversely affected. The cancellations and cash refunds have negatively affected our revenues and liquidity, and such negative effects may continue based on circumstances surrounding the pandemic. We will continue to be materially adversely affected if government authorities extend existing orders or impose new orders or other restrictions intended to mitigate the spread of COVID-19, or if fear of travel continues to depress future ticket sales.\nInstances of actual or perceived risk of infection among our employees, or our service providers\u2019 employees, could further negatively impact our operations. We could also be materially adversel", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1362468_2020.htm (CIK: 1362468, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00302", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nPNM RESOURCES, INC. AND SUBSIDIARIES\nPUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES\nTEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES\nINDEX\nPage\nManagement\u2019s Annual Reports on Internal Control Over Financial Reporting\nReports of Independent Registered Public Accounting Firm\nFinancial Statements:\nPNM Resources, Inc. and Subsidiaries\nConsolidated Statements of Earnings\nConsolidated Statements of Comprehensive Income\nConsolidated Statements of Cash Flows\nConsolidated Balance Sheets\nConsolidated Statements of Changes in Equity\nPublic Service Company of New Mexico and Subsidiaries\nConsolidated Statements of Earnings\nConsolidated Statements of Comprehensive Income\nConsolidated Statements of Cash Flows\nConsolidated Balance Sheets\nConsolidated Statements of Changes in Equity\nTexas-New Mexico Power Company and Subsidiaries\nConsolidated Statements of Earnings\nConsolidated Statements of Cash Flows\nConsolidated Balance Sheets\nConsolidated Statements of Changes in Common Stockholder\u2019s Equity\nNotes to Consolidated Financial Statements\nSupplementary Data:\nSchedule I - Condensed Financial Information of Parent Company\nSchedule II - Valuation and Qualifying Accounts\nB - 1\nMANAGEMENT\u2019S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING\nManagement of PNM Resources, Inc. and subsidiaries (\u201cPNMR\u201d) is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended.\nManagement assessed the effectiveness of PNMR\u2019s internal control over financial reporting based on the Internal Control - Integrated Framework (2013) set forth by the Committee of Sponsoring Organizations of the Treadway Commission. Based on the assessment performed, management concludes that PNMR\u2019s internal control over financial reporting was effective as of December 31, 2020.\nThe effectiveness of our internal control over financial reporting as of and for the year ended December 31, 2020 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their audit report which is included herein.\n/s/ Patricia K. Collawn\nPatricia K. Collawn,\nChairman, President, and Chief Executive Officer\n/s/ Joseph D. Tarry\nJoseph D. Tarry\nSenior Vice President and Chief Financial Officer\nB - 2\nMANAGEMENT\u2019S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING\nManagement of Public Service Company of New Mexico and subsidiaries (\u201cPNM\u201d) is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended.\nManagement assessed the effectiveness of PNM\u2019s internal control over financial reporting based on the Internal Control - Integrated Framework (2013) set forth by the Committee of Sponsoring Organizations of the Treadway Commission. Based on the assessment performed, management concludes that PNM\u2019s internal control over financial reporting was effective as of December 31, 2020.\n/s/ Patricia K. Collawn\nPatricia K. Collawn,\nPresident and Chief Executive Officer\n/s/ Joseph D. Tarry\nJoseph D. Tarry\nSenior Vice President and Chief Financial Officer\nB - 3\nMANAGEMENT\u2019S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING\nManagement of Texas-New Mexico Power Company and subsidiaries (\u201cTNMP\u201d) is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended.\nManagement assessed the effectiveness of TNMP\u2019s internal control over financial reporting based on the Internal Control - Integrated Framework (2013) set forth by the Committee of Sponsoring Organizations of the Treadway Commission. Based on the assessment performed, management concludes that TNMP\u2019s internal control over financial reporting was effective as of December 31, 2020.\n/s/ Patricia K. Collawn\nPatricia K. Colla", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 22767_2020.htm (CIK: 22767, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00303", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk.\nInterest Rate Risk\nOur interest income and interest expense are sensitive to changes in the general level of U.S. interest rates. In this regard, changes in U.S. interest rates affect the interest earned on our cash and cash equivalents of $61.4 million as of\nDecember 31, 2020, and interest paid on the outstanding balances, if any, of our variable rate Revolving Credit Facility, Term Loan Facility, and Convertible Senior Notes. A 10% adverse change in interest rates as compared to the rates experienced by us in the twelve months ended December 31, 2020, affecting our cash and cash equivalents, restricted cash and securities, Term Loan Facility, Revolving Credit Facility, and Convertible Senior Notes would not have had a material impact on our financial position, profitability, or cash flows.\nForeign Currency Exchange Rate Risk\nWe have balances, such as cash, accounts receivable, accounts payable, and accruals that are denominated in foreign currencies. These foreign currency denominated balances are sensitive to changes in exchange rates. In this regard, changes in exchange rates could cause a change in the U.S. Dollar equivalent of cash or funds that we will receive in payment for assets or that we would have to pay to settle liabilities. As a result, we could be required to record these changes as gains or losses on foreign currency translation. Realized and unrealized gains and losses were a gain of $1.9 million, a loss of $1.2 million, and a loss of $2.6 million for the years ended December 31, 2020, 2019, and 2018, respectively. Gains incurred during 2020 were primarily related to cross currency intercompany receivables and payables resulting from large inventory transfers during 2020, impacted by fluctuations in the U.S. dollar relative to other currencies.\nWe have revenues and expenses that are denominated in foreign currencies. Specifically, a portion of our international BioGlue, On-X, PerClot, and aortic stents and stent grafts revenues are denominated in Euros, British Pounds, Swiss Francs, Polish Zlotys, Canadian Dollars, and Brazilian Reals and a portion of our general, administrative, and marketing expenses are denominated in Euros, British Pounds, Swiss Francs, Polish Zlotys, Canadian Dollars, Brazilian Reals, and Singapore Dollars. These foreign currency transactions are sensitive to changes in exchange rates. In this regard, changes in exchange rates could cause a change in the U.S. Dollar equivalent of net income from transactions conducted in other currencies. As a result, we could recognize a reduction in revenues or an increase in expenses related to a change in exchange rates.\nAn additional 10% adverse change in exchange rates from the exchange rates in effect on December 31, 2020 affecting our balances denominated in foreign currencies could impact on our financial position or cash flows by approximately $12 million. An additional 10% adverse change in exchange rates from the weighted-average exchange rates experienced by us for the twelve months ended December 31, 2020 affecting our revenue and expense transactions denominated in foreign currencies, would not have had a material impact on our financial position, profitability, or cash flows.\n\u200e\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 784199_2020.htm (CIK: 784199, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00304", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. RISK FACTORS\nYou should carefully consider the risks described below with all of the other information included in this Annual Report on Form 10-K. Each of these risk factors could adversely affect our business, operating results and financial condition, as well as adversely affect the value of an investment in our common units. These risk factors do not identify all risks that we face; our operations could also be affected by factors, events or uncertainties that are not presently known to us or that we do not currently consider to present significant risks to our operations.\nCOVID-19 Pandemic Risk\nThe Coronavirus Disease 2019 (COVID-19) pandemic has resulted in a significant decrease in demand for petroleum products, which has decreased demand for our transportation and midstream services and negatively affected our business, financial condition, results of operations and cash flow.\nResponses of governmental authorities, companies and individuals to prevent the spread of COVID-19, including travel restrictions, business and school closures, and stay at home orders have significantly reduced global economic activity. The reduction in economic activity has resulted in substantial decreases in the demand for many refined petroleum products, which has led refiners to reduce crude oil processing rates and also to lower crude oil demand and prices. These events have negatively impacted the volumes of products we transport and terminal.\nThe extent to which COVID-19 will continue to negatively impact our business and operations, as well as the business and operations of our equity affiliates, and our customers, including Phillips 66, will depend on the severity, location and duration of the effects and spread of COVID-19, related impacts on overall economic activity, including the actions undertaken by national, regional and local governments and health officials to contain the virus or treat its effects, and how quickly and to what extent economic conditions improve and normal business and operating conditions resume.\nRisks Related to Our Business\nAny substantial reductions in the volume of NGL, crude oil and refined petroleum products we or our joint ventures transport, store or process would have a material adverse effect on our financial condition, results of operations, cash flows and ability to make distributions to our unitholders.\nOur and our joint ventures\u2019 financial results depend on continued demand for petroleum products, crude oil production, and operation of refineries that supply or are supplied by our and our joint ventures\u2019 operations. Disruption or decreases to this demand, production or operation can materially and negatively impact our results of operations and/or the results of operations of our joint ventures. Global economic conditions and other factors, including an increase in the use of alternative fuels and significant fluctuations in the market prices of petroleum products, can result in the reduced demand for NGL, crude oil and refined petroleum products and consequently for the services we and our joint ventures provide.\nAdditionally, crude oil production can decrease as a result of lower overall crude prices, exhaustion of reserves, weather or other natural causes, adverse legal or regulatory developments, or lower overall demand for crude oil and the products derived from crude oil. Any such decreased production also would negatively impact the demand for our services. Other factors that could negatively impact the volume of products we transport, store and process include outages at refineries or reduced or interrupted throughput on gathering systems or pipelines due to weather related or other natural causes, competitive forces, testing, line repair, damage, reduced operating pressures and other causes that reduce shipments.\nPhillips 66 accounts for a significant portion of our revenues and any loss of Phillips 66\u2019s business would have a material and adverse effect on our financial conditio", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1572910_2020.htm (CIK: 1572910, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00305", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nThe information required by Item 11 is hereby incorporated by reference from our Proxy Statement to be filed with the SEC within 120 days following the end of our fiscal year.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1633858_2020.htm (CIK: 1633858, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00306", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7: MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nThe following discussion should be read in conjunction with the information contained in the consolidated financial statements of the Company and the notes thereto appearing elsewhere herein and in conjunction with the Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations set forth in the Company\u2019s Annual Report on Form 10-K for the year ended December 31, 2019. Readers should carefully review the risk factors disclosed in this Form 10-K and other documents filed by the Company with the SEC.\nAs used in this report, the terms \u201cCompany\u201d, \u201cwe\u201d, \u201cour\u201d, and \u201cus\u201d refer to I-ON Digital Corp., a Delaware corporation.\nPRELIMINARY NOTE REGARDING FORWARD-LOOKING STATEMENTS\nThis Annual Report contains forward-looking statements within the meaning of the federal securities laws. These forward-looking statements can be identified by the use of words such as \u201cbelieves,\u201d \u201cestimates,\u201d \u201cintends\u201d, \u201cplans\u201d, \u201ccould,\u201d \u201cpossibly,\u201d \u201cprobably,\u201d anticipates,\u201d \u201cprojects,\u201d \u201cexpects,\u201d \u201cmay,\u201d \u201cwill,\u201d or \u201cshould,\u201d \u201cdesigned to,\u201d \u201cdesigned for,\u201d or other variations or similar words or language. The forward-looking statements are based on the current expectations of the Company and are subject to certain risks, uncertainties and assumptions, including those set forth in the discussion under \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d in this report. Actual results may differ materially from results anticipated in these forward-looking statements. We base the forward-looking statements on information currently available to us, and we assume no obligation to update them\nBusiness History of Company\nI-ON Digital Corp. (the \u201cCompany\u201d) was incorporated under the laws of the State of Delaware on June 18, 2013. On April 4, 2014, The Michael J. Rapport Trust (the \u201cTrust\u201d) purchased 10,000,000 shares of the Company\u2019s common stock which was all of the outstanding shares of Alpine 3, Inc., and subsequently changed the name to Evans Brewing Company Inc. (\u201cEBC\u201d) on May 29, 2014. On October 9, 2014, the Trust agreed to the cancellation of 9,600,000 of the shares of common stock that it had acquired and retained 400,000 shares of common stock. From April 2014 through December 2015, EBC has been in the process of acquiring the Bayhawk brands and related assets, as discussed in more detail below.\nOn October 15, 2014, EBC entered into an Asset Purchase and Share Exchange Agreement (the \u201cAgreement\u201d), with Bayhawk Ales, Inc. (\u201cBayhawk\u201d) whereby Bayhawk sold to EBC, and EBC purchased from Bayhawk, assets of Bayhawk, in exchange for 4,033,863 shares of EBC common stock upon the terms and subject to the conditions set forth in the Asset Purchase and Share Exchange Agreement.\nOn September 29, 2016, Evans Brewing Company, Inc., closed the acquisition of a restaurant business located in the downtown SOCO District of Fullerton, California, through the acquisition of all the outstanding stock of EBC Public House, Inc., which the Company now operates as its first branded restaurant and taproom under the trade name \u201cThe Public House by Evans Brewing Company\u201d. The Public House features the Company\u2019s beers - as well as beers from other selected local Orange County, California breweries, -- food and, occasional entertainment. In connection with such closing, the Company acquired 100% of the outstanding shares of EBC Public House from Mr. Rapport and issued 1,000,000 shares of the Company\u2019s Series A Preferred Stock to Mr. Rapport. The asset purchase and share exchange have been treated as business combination as both companies are controlled by the same management.\nOn January 25, 2018, the Company consummated an Agreement of Merger and Plan of Reorganization (the \u201cMerger Agreement\u201d), with I-ON Digital Corp.., a company organized under the laws of the Republic of Korea (South Korea) (\u201cI-ON\u201d) and I-ON Acquisition Corp., a wholly", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1580490_2020.htm (CIK: 1580490, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00307", "source": "edgar", "source_license": "public_domain", "text": "Item 6.\nSelected Financial Data\nSelected Historical Consolidated and Combined Financial Data\nThe following tables present certain selected historical consolidated and combined financial information as of and for each of the years in the five-year period ended December 31, 2020. For periods prior to October 29, 2018, the Company\u2019s historical financial statements were prepared on a stand-alone combined basis and were derived from the consolidated financial statements and accounting records of Honeywell. Accordingly, for periods prior to October 29, 2018, these financial statements are presented on a combined basis and for periods subsequent to October 29, 2018 are presented on a consolidated basis (collectively, the historical financial data for all periods presented are referred to as \u201cConsolidated and Combined Financial Data\u201d).\nThe selected historical Consolidated and Combined Financial Data presented below should be read in conjunction with Item 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1740332_2020.htm (CIK: 1740332, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00308", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk. Market risk represents the risk of loss that may affect our financial position due to adverse changes in financial market prices and rates. We are exposed to market risks related to changes in interest rates and foreign currency exchange risk.\nInterest Rate Risk. The interest rate on borrowings under our Term Loan and Revolving Credit Facility is floating and, therefore, subject to fluctuations. In order to manage the risk associated with changes in interest rates on our borrowing under the Term Loan, we entered into an interest rate swap (the \u201cSwap\u201d) effective December 31, 2018. Under the terms of the Swap, we are locked into a fixed rate of interest of 2.96% plus an applicable margin, as defined in our Credit Agreement, on a notional amount of $300 million. The Swap was designated as a cash flow hedge of interest rate risk.\nThe Second Amendment triggered a quantitative hedge effectiveness test, which resulted in the loss of hedge accounting. As a result, as of the date of the Second Amendment, the unrealized loss included within Accumulated other comprehensive loss was frozen and is now being ratably reclassified into Net (loss) income over the remaining life of the Swap through Interest expense, net and Income tax benefit within the Consolidated Statements of Loss. Subsequent to the Second Amendment, any changes in the fair value of the Swap are recorded within Other (expense) income, net on the Consolidated Statements of Loss.\nAs of December 31, 2020, the fair value of the Swap was an unrealized loss of $12.1 million, of which $8.5 million and $3.6 million is recorded in Other accrued liabilities and Other noncurrent liabilities, respectively, on the Consolidated Balance Sheets. As of December 31, 2019, the fair value of the Swap was an unrealized loss of $10.2 million, of which $4.2 million and $6.0 million is recorded in Other accrued liabilities and Other noncurrent liabilities, respectively, on the Consolidated Balance Sheets. During the years ended December 31, 2020 and December 31, 2019, $11.1 million and $2.0 million was reclassified from Accumulated other comprehensive loss and recorded in Interest expense, net, respectively. During the year ended December 31, 2020, we made payments of $7.0 million related to the Swap. During the year ended December 31, 2020, $1.3 million was reclassified as a tax benefit from Accumulated other comprehensive loss into Income tax benefit on the Consolidated Statements of Loss.\nForeign Currency Exchange Risk. Historically, as our operations and sales have been primarily in the United States, we have not faced any significant foreign currency risk. With the acquisitions of DealerRater in August 2016 and Dealer Inspire in February 2018, we acquired a limited number of Canadian dealer customers, some of which are billed in Canadian dollars. Any foreign currency exchange rate fluctuations have been and are anticipated to be immaterial. If we plan for additional international expansion, our risks associated with fluctuation in currency rates will become greater, and we will continue to reassess our approach to managing this risk.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax benefit. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00309", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data\nVarious factors affecting the comparability of the information included in the table above are discussed in Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 812128_2020.htm (CIK: 812128, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00310", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nThe information required by Item 11 will be contained in a definitive proxy statement for our Annual Meeting of Stockholders, which we anticipate will be filed no later than 120 days after the end of our fiscal year ended December 31, 2020 and is incorporated by reference.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1571283_2020.htm (CIK: 1571283, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00311", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nYou should carefully consider the risks described below together with the other information set forth in this report, which could materially affect our business, financial condition and future results. The risks described below are not the only risks facing our company. Risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and operating results.\nRisk Factors Related to Our Business and Industry\nWe have a history of operating losses and expect to incur significant losses in the future.\nWe have had substantial losses since our inception. We cannot assure you that we will ever become or remain profitable.\nAs of December 31, 2020, we had an accumulated deficit of $586.2 million.\nWe had an accumulated deficit of $546.1 million from inception through December 31, 2018, a net loss of $26.5 million in 2019, and a net loss of $13.6 million in 2020.\nThe likelihood of our success must be considered in light of the expenses, difficulties and delays frequently encountered by companies formed to develop and commercialize new technologies. In particular, our operations to date have focused primarily on research and development of our LBS technology system and development of demonstration units. We are unable to accurately estimate future revenues and operating expenses based upon historical performance.\nWe cannot be certain that we will succeed in obtaining additional development revenue or commercializing our technology or products. In light of these factors, we expect to continue to incur significant losses and negative cash flow at least through 2021 and likely thereafter. There is significant risk that we will not achieve positive cash flow at any time in the future.\nWe were unable to secure a customer to launch one of our module products in 2020, as planned. As a result, we plan to focus our attention in the near term on strategic alternatives, including a potential sale or merger of the Company, sale of part of the Company, strategic minority investment, as well as licensing and other transactions. There is substantial risk that these efforts will be unsuccessful. Such efforts may also be impeded by the impact of COVID-19 on parties who might have otherwise been interested in pursuing a transaction or on economic and market conditions generally. We currently have no agreements or commitments to engage in any specific strategic transactions, and our exploration of various strategic alternatives may not result in any specific action or transaction. We may be unable to identify, successfully negotiate with and consummate a suitable transaction with a buyer or other strategic partner on favorable terms, on the timeline we expect, or at all. If we determine to engage in a strategic transaction, we cannot predict the impact that such a transaction might have on our operations or stock price, and we cannot predict the impact on our stock price or operations if we fail to enter into such a transaction.\nCOVID-19 has had an adverse effect on our business, and the future COVID-19 effects on our financial position and business prospects are uncertain.\nOn March 11, 2020, the World Health Organization declared the outbreak of COVID-19 as a pandemic, which continues to be spread throughout the United States and the world. The impact from the COVID-19 outbreak is uncertain and may impact our business and results of operations and could impact our financial condition in the future. We are unable to accurately predict the full impact that COVID-19 may have due to numerous uncertainties, including the severity, duration and spread of the outbreak, and actions that may be taken by governmental authorities.\nThe adverse impacts of the pandemic on our business and future financial performance could include, but are not limited to:\nour ability to raise additional capital,\nour ability to enter into licensing agreements,\nour techno", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 65770_2020.htm (CIK: 65770, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00312", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations (\u201cMD&A\u201d) should be read in conjunction with our financial statements and notes thereto.\nCritical Accounting Policies\nOur MD&A discusses our financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles (\u201cGAAP\u201d), and are affected by our judgments, assumptions and estimates. The notes to our December 31, 2020 financial statements, primarily Note 2, summarize our significant accounting policies.\nWe believe the following are our critical accounting policies, because they have a material impact on the portrayal of our financial condition and results, and they require us to make judgments and estimates about matters that are inherently uncertain.\nIncome Tax Expense: We have elected to be treated as a REIT, as defined in the Code. For each taxable year in which we qualify for taxation as a REIT, we will not be subject to U.S. federal corporate income tax on our \u201cREIT taxable income\u201d (generally, taxable income subject to specified adjustments, including a deduction for dividends paid and excluding our net capital gain) that is distributed to our shareholders. We believe we have met these REIT requirements for all periods presented herein. Accordingly, we have recorded no U.S. federal corporate income tax expense related to our REIT taxable income.\nOur evaluation that we have met the REIT requirements could be incorrect, because compliance with the tax rules requires factual determinations, and circumstances we have not identified could result in noncompliance with the tax requirements in current or prior years. For any taxable year that we fail to qualify as a REIT and for which applicable statutory relief provisions did not apply, we would be taxed at the regular corporate rates on all of our taxable income for at least that year and the ensuing four years, we could be subject to penalties and interest, and our net income would be materially different from the amounts estimated in our financial statements.\nIn addition, certain of our consolidated corporate subsidiaries have elected to be treated as TRSs for U.S. federal corporate income tax purposes, which are taxable as regular corporations and subject to certain limitations on intercompany transactions. If tax authorities determine that amounts paid by our TRSs to us are not reasonable compared to similar arrangements among unrelated parties, we could be subject to a 100% penalty tax on the excess payments. Such a penalty tax could have a material adverse impact on our net income.\nImpairment of Long-Lived Assets: The analysis of impairment of our long-lived assets involves identification of indicators of impairment, projections of future operating cash flows, and estimates of fair values, all of which require significant judgment and subjectivity. Others could come to materially different conclusions. In addition, we may not have identified all current facts and circumstances that may affect impairment. Any unidentified impairment loss, or change in conclusions, could have a material adverse impact on our net income.\nAccrual for Uncertain and Contingent Liabilities: We accrue for certain contingent and other liabilities that have significant uncertain elements, such as property taxes, workers compensation claims, tenant reinsurance claims, as well as other legal claims and disputes involving customers, employees, governmental agencies and other third parties. We estimate such liabilities based upon many factors such as assumptions of past and future trends and our evaluation of likely outcomes. However, the estimates of known liabilities could be incorrect or we may not be aware of all such liabilities, in which case our accrued liabilities and net income could be misstated.\nAllocating Purchase Price for Acquired Real Estate Facilities: We estimate the fai", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax expense. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00313", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors.\nThe following risk factors and other information included in this Annual Report should be carefully considered. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties not presently known to us that we currently deem immaterial or that generally apply to all businesses also may adversely impact our business. If any of the following risks occur, our business, financial condition, operating results, cash flow and liquidity could be materially adversely affected.\nRisks Related to Our Business Strategy\nOur success depends on our ability to effectuate our digital transformation, including by monetizing legacy assets and simplifying our business operations.\nIn 2019, in connection with the acquisition of DBH, we announced our vision to establish the Company as a leading owner, operator and investment manager of digital infrastructure and real estate. In order to successfully execute on our digital transformation and achieve the anticipated benefits, we need to monetize our legacy assets to fund the growth in our digital business as well as to simplify our business operations. As of December 31, 2020, we had $11.9 billion in legacy assets, including $4.1 billion held for disposition, primarily related to the Company's pending exit of its hospitality business. If we are unable to consummate the pending hospitality exit transaction or otherwise monetize our legacy assets in the timeframe anticipated, our ability to grow our digital business and execute our digital transaction could be materially and adversely affected, which could in turn negatively impact the Company\u2019s stock price. There can be no assurance, however, regarding when or the extent to which we will be able to execute our digital transformation and realize any of the anticipated or other benefits we expect from the transformation, which may be difficult, unpredictable and subject to delays.\nOur investment strategy includes owning and/or managing a wide array of asset classes within the digital infrastructure and real estate industry; however, we may not successfully implement this investment strategy or ultimately realize any of the anticipated benefits of diversification.\nWe plan to invest in multiple asset classes within digital infrastructure and real estate, including but not limited to, data centers, cell towers, fiber networks and small cells, throughout the United States and the world. Although there can be no assurance that we will achieve this objective, we intend to build our digital infrastructure and real estate portfolio based on key attributes including, but not limited to, (i) market dynamics, (ii) asset quality, with a focus on hard-to-replicate assets, (iii) contract quality, with consideration given to contract duration, tenant quality, and tenant growth opportunities, (iv) management or platform potential, including through organic growth or acquisitions and (v) levels of leverage, based on the risk, duration and structure of cash flows of the underlying asset. However, we may not successfully implement our investment strategy. Even if we do fully achieve our investment goals, it is possible our multi-asset portfolio will not perform as well as a portfolio that is concentrated in a particular type of digital assets.\nThere are no limitations on the number or value of particular types of investments that we may make. We currently have multiple business segments in a variety of asset classes and industries; however, we expect our portfolio over time to consist predominantly of digital infrastructure and real estate assets and investment management businesses consistent with our digital transformation. Even though our investment strategy involves investing in multiple asset classes within digital infrastructure and real estate, we are not required to meet any diversification standards, including\ngeographic diversification standards. Therefore, our investments may become concentrated", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1679688_2020.htm (CIK: 1679688, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00314", "source": "edgar", "source_license": "public_domain", "text": "Item 1A.RISK FACTORS\nA purchase of our securities involves a high degree of risk. Our business or operating or financial condition could be harmed due to any of the following risks. Accordingly, investors should carefully consider these risks in making a decision as to whether to purchase, sell or hold our securities. In addition, investors should note that the risks described below are not the only risks facing us. Additional risks not presently known to us, or risks that do not seem significant today, may impair our business operations in the future. You should carefully consider the risks described below, as well as the other information contained in this Annual Report on Form 10-K and the documents incorporated by reference herein, before making a decision to invest in our securities.\nRISKS RELATED TO OUR BUSINESS:\nThere is substantial doubt about whether we can continue as a going concern.\nTo date, we have earned no revenues and have incurred accumulated net losses of $132,019,148. In addition, we have limited financial resources. As of October 31, 2020, we had cash and cash equivalents of $1,862,000 and working capital of $1,828,000. Therefore, our continuation as a going concern is dependent upon our achieving a future financing or strategic transaction. However, there is no assurance that we will be successful pursuing a financing or strategic transaction. Accordingly, there is substantial doubt as to whether our existing cash resources and working capital are sufficient to enable us to continue our operations for the next 12 months as a going concern. Ultimately, in the event that we cannot obtain additional financial resources, or achieve profitable operations, we may have to liquidate our business interests and investors may lose their investment. The accompanying consolidated financial statements have been prepared assuming that our company will continue as a going concern. Continued operations are dependent on our ability to obtain additional financial resources or generate profitable operations. Such additional financial resources may not be available or may not be available on reasonable terms. Our consolidated financial statements do not include any adjustments that may result from the outcome of this uncertainty. Such adjustments could be material.\nIf South32 exercises its option to purchase 70% of the equity of Minera Metalin and Contratistas, we will no longer control the development of the Sierra Mojada Project.\nOn June 1, 2018, we entered into the South32 Option Agreement with South32, a wholly owned subsidiary of South32 Limited (ASX/JSE/LSE: S32), whereby South32 is able to obtain the South32 Option to purchase 70% of the equity of Minera Metalin and Contratistas, and oversee the mineral exploration of the Sierra Mojada Project. If South32 exercises the South32 Option, then we will no longer control the development of the Sierra Mojada Project. South32 would have the ability to control the timing and pace of future development, and its decisions may not be in the best interests of the Company and its stockholders.\nIf South32 were to exercise its option to purchase 70% of the equity of Minera Metalin and Contratistas, we will be required to contribute 30% of subsequent funding toward development of the Sierra Mojada Project, and we do not currently have sufficient funds to do so.\nIf South32 exercises its option to purchase 70% of the equity of Minera Metalin and Contratistas, under the terms of the South32 Option Agreement, we will retain a 30% ownership in Minera Metalin and Contratistas, and be obligated to contribute 30% of subsequent funding toward the development of the Sierra Mojada Project. If we fail to satisfy our funding commitment, our interest in Minera Metalin and Contratistas will be diluted. We do not currently have sufficient funds with which to satisfy this future funding commitment, and there is no certainty that we will be able to obtain sufficient future funds on acceptable terms or at", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1031093_2020.htm (CIK: 1031093, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00315", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.\nFinancial Statements. The following documents are filed as part of the Trust's financial statements for the years ended December 31, 2020 and 2019:\n(1) Report of Independent Registered Public Accounting Firm\n(2) Statements of Assets, Liabilities and Trust Corpus as of December 31, 2020 and 2019\n(3) Statements of Distributable Income for the years ended December 31, 2020 and 2019\n(4) Statements of Changes in Trust Corpus for the years ended December 31, 2020 and 2019\n(5) Notes to Financial Statements\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nTo the Trustee and Unit Holders of\nKiewit Royalty Trust\nOmaha, Nebraska\nOpinion on the Financial Statements\nWe have audited the accompanying statements of assets, liabilities and trust corpus of Kiewit Royalty Trust (the \"Trust\") as of December 31, 2020 and 2019, the related statements of distributable income and changes in trust corpus for years then ended. In our opinion, the financial statements present fairly, in all material respects, the financial position of the Trust as of December 31, 2020 and 2019, and the results of its operations and changes in trust corpus for each of the two years in the period ended December 31, 2020, on the basis of accounting described in Note 1.\nGoing Concern\nThe accompanying financial statements have been prepared assuming that the Trust will continue as a going concern. As discussed in Note 1 to the financial statements, due to the decline in mining operations, the Trust is experiencing difficulty in generating sufficient cash to meet its obligations and sustain its operations, which raises substantial doubt about the Trust\u2019s ability to continue as a going concern. Management\u2019s plans in regard to this matter are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.\nBasis for Opinion\nThese financial statements are the responsibility of the Trust's management. Our responsibility is to express an opinion on the Trust's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Trust in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Trust is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Trust\u2019s internal control over financial reporting. Accordingly, we express no such opinion.\nOur audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\nCritical Audit Matters\nCritical audit matters are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the Trustee and that (1) relate to accounts or disclosures that are material to the financial statements and (2)", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 711477_2020.htm (CIK: 711477, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00316", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\nNewMarket Corporation and Subsidiaries\nFive Year Summary\nNotes to the Five Year Summary\n(1)Other income (expense), net for each year included the components of net periodic benefit cost (income), except for service costs, amounting to income of $26 million in 2020, $23 million in 2019, $19 million in 2018, $14 million in 2017 and $8 million in 2016. The amount for 2020 also included a gain of $16 million related to the sale of a non-operating parcel of real estate. In addition, 2016 included a loss on the Goldman Sachs interest rate swap, as well as several other small items. The loss on the interest rate swap was $5 million for 2016. We terminated the interest rate swap on September 7, 2016. We did not use hedge accounting to record the interest rate swap, and accordingly, any change in the fair value was immediately recognized in earnings.\n(2)On December 22, 2017, the United States enacted tax legislation commonly known as the Tax Cuts and Jobs Act, which required a one-time tax in 2017 on the deemed repatriation of previously deferred foreign earnings and reduced the U.S. corporate tax rate from 35% to 21% beginning in 2018. We recorded a net tax expense of $31 million in 2017 as a result.\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: tax expense, tax rate. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00317", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A.\nRISK FACTORS\nDiscussions of our business and operations included in this Annual Report on Form 10-K should be read together with the risk factors set forth below. These risk factors describe various material risks and uncertainties we are or may become subject to, many of which are difficult to predict or beyond our control. These risks and uncertainties, together with other factors described elsewhere in this Annual Report on Form 10-K, have the potential to affect our business, financial condition, results of operations, cash flows, strategies or prospects in a material and adverse manner.\nRisk Factors Summary\nOur business is subject to a number of risks, including risks that may prevent us from achieving our business objectives or may adversely affect our business, financial condition, results of operations, cash flows, strategies or prospects. These risks are discussed more fully below and include, but are not limited to, risks related to:\n\u2022\nOperational Risks Related to Our Business:\no\nour ability to acquire finished lots and land parcels suitable for residential homebuilding at reasonable prices;\no\nlabor and raw material shortages and price fluctuations that could delay or increase the cost of home construction;\no\nthe impact of the COVID-19 pandemic;\n\u2022\nIndustry and Economic Risks\no\nthe tightening of mortgage lending standards and mortgage financing requirements;\no\nthe housing market may not continue to grow at the same rate, or may decline;\no\nthe homebuilding industry is highly competitive;\no\nfederal income tax credits currently available to builders of certain energy efficient homes may not be extended by future legislation;\no\nnew and existing laws and regulations or other governmental actions, including environmental, health and safety laws and regulations;\no\nnatural disasters and severe weather;\no\nthe seasonal and cyclical nature of our business;\no\nvolatility in the credit and capital markets may impact our cost of capital and our ability to access necessary financing and the difficulty in obtaining sufficient capital could prevent us from acquiring lots for our development or increase our costs and delays in the completion of our homebuilding expenditures;\n\u2022\nStrategic Risks Related to Our Business\no\nour growth or expansion strategies may not be successful;\no\nour ability to complete and integrate recent and potential future acquisitions;\n\u2022\nRisks Related to Our Organization and Structure\no\nwe are a holding company, and we are accordingly dependent upon distributions from our subsidiaries to service our debt and pay dividends, if any, taxes and other expenses;\no\nwe depend on key management personnel and other experienced employees;\no\nour financing arrangements contain restrictive covenants;\no\nMr. Zalupski will have the ability to direct the voting of a majority of the voting power of our common stock, and his interests may conflict with those of our other stockholders;\no\nour use of leverage in executing our business strategy;\no\nwe have identified material weaknesses in our internal control over financial reporting;\n\u2022\nGeneral Risks\no\nwe may be subject to litigation, arbitration and other claims;\no\ninformation system failures, cyber incidents or breaches in security;\no\ncomplex and evolving U.S. laws and regulations regarding privacy and data protections;\no\nincreasing attention to environmental, social and governance matters; and\no\naccess to financing sources may not be available on favorable terms, or at all.\nOperational Risks Related to Our Business\nOur inability to successfully identify, secure and control an adequate inventory of lots at reasonable prices could adversely impact our operations.\nThe results of our homebuilding operations depend in part upon our continuing ability to successfully identify, control and acquire an adequate number of homebuilding lots in desirable locations. There can be no assurance that an adequate supply of homebuilding lots will continue to be available to us on terms similar to ", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax credit. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00318", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data.\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nTo the Board of Directors and Shareholders of the\nFederal Home Loan Bank of Cincinnati\nOpinions on the Financial Statements and Internal Control over Financial Reporting\nWe have audited the accompanying statements of condition of the Federal Home Loan Bank of Cincinnati (the \u201cFHLB\u201d) as of December 31, 2020 and 2019, and the related statements of income, comprehensive income, capital and cash flows for each of the three years in the period ended December 31, 2020 including the related notes (collectively referred to as the \u201cfinancial statements\u201d). We also have audited the FHLB's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).\nIn our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the FHLB as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the FHLB maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.\nBasis for Opinions\nThe FHLB's management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management\u2019s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the FHLB\u2019s financial statements and on the FHLB's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the FHLB in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.\nOur audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.\nDefinition and Limitations of Internal Control over Financial Reporting\nA company\u2019s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1326771_2020.htm (CIK: 1326771, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00319", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS.\nThis Annual Report on Form 10-K includes \u201cforward-looking statements\u201d within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, including, in particular, certain statements about our plans, strategies and prospects. Although we believe that our plans, intentions and expectations reflected in or suggested by such forward-looking statements are reasonable, we cannot assure you that such plans, intentions or expectations will be achieved. Important factors that could cause our actual results to differ materially from our forward-looking statements include those set forth in this Risk Factors section.\nIf any of the following risks, or other risks not presently known to us or that we currently believe to not be significant, develop into actual events, then our business, financial condition, results of operations, cash flows or prospects could be materially adversely affected.\nOperational Risks\nAny outbreak of contagious diseases, or other adverse public health developments, could have a material and adverse effect on our business operations, financial condition and results of operations.\nIn December 2019, a novel strain of coronavirus (COVID-19) was first identified in Wuhan, Hubei Province, China, and has since spread to a number of other countries, including the United States. Any outbreak of contagious diseases, or other adverse public health developments, could have a material and adverse effect on businesses, including ours. For example, the coronavirus may negatively affect various aspects of our business, including our workforce and demand for our services. An impact to our workforce could impact our ability to deliver our services to our customers and make it more difficult to meet our expectations and obligations. The extent to which our operations will be impacted by the pandemic will depend largely on future developments, which are highly uncertain and cannot be accurately predicted, including new information which may emerge concerning the severity of the pandemic and actions by government authorities to contain the outbreak or treat its impact, among other things. A health epidemic or other outbreak could materially and adversely affect the global economy, and consequently our business, financial condition and results of operations.\nBecause our business is concentrated in the life science and medical devices industries in Puerto Rico, the United States, Europe and Brazil, any changes in those industries or in those markets could impair our ability to generate revenue and realize a profit.\nSince most of our business is performed in Puerto Rico, the United States, Europe and Brazil, for pharmaceutical, biotechnology, medical device and chemical manufacturing companies, our ability to generate revenue and realize a profit could be impaired by factors impacting those markets. For example, changes in tax laws or regulatory, political or economic conditions, which discourage businesses from operating in the markets we serve, which affect the need for services such as those provided by us, could impair our ability to generate revenue and realize a profit.\nCompanies in the pharmaceutical and related industries for which we perform services are subject to economic pressures, which affect their global operations, and which may influence the decision to reduce or increase the scope of their operations in the markets we serve. These companies consider a wide range of factors in making such a decision, and may be influenced by a need to consolidate operations, to reduce expenses, to increase their business in geographical regions where there are large customer bases, tax, regulatory and political considerations and many other factors. We cannot assure you that our customers and potential customers will not make extensive reductions or terminate their operations in the markets we serve entirely, which could significantly impair our ability to generate revenue and realize a profit.\nP", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: tax law, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00320", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nThe use of the words \u201cwe,\u201d \u201cus\u201d or \u201cour\u201d refers to HTA and HTALP, collectively.\nThe following discussion should be read in conjunction with our consolidated financial statements and notes appearing elsewhere in this Annual Report. Such consolidated financial statements and information have been prepared to reflect HTA and HTALP\u2019s financial position as of December 31, 2020 and 2019, together with results of operations and cash flows for the years ended December 31, 2020, 2019 and 2018.\nThe information set forth below is intended to provide readers with an understanding of our financial condition, changes in financial condition and results of operations.\n\u2022Forward-Looking Statements;\n\u2022Executive Summary;\n\u2022Company Highlights;\n\u2022Critical Accounting Policies;\n\u2022Recently Issued or Adopted Accounting Pronouncements;\n\u2022Factors Which May Influence Results of Operations;\n\u2022Results of Operations;\n\u2022Non-GAAP Financial Measures;\n\u2022Liquidity and Capital Resources;\n\u2022Commitments and Contingencies;\n\u2022Debt Service Requirements;\n\u2022Contractual Obligations;\n\u2022Off-Balance Sheet Arrangements; and\n\u2022Inflation.\nForward-Looking Statements\nCertain statements contained in this Annual Report constitute forward-looking statements within the meaning of the safe harbor from civil liability provided for such statements by the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act of 1933, as amended (the \"Securities Act\"), and Section 21E of the Securities Exchange Act of 1934, as amended (\u201cExchange Act\u201d)). Such statements include, in particular, statements about our plans, strategies, prospects and estimates regarding future MOB market performance. Additionally, such statements are subject to certain risks and uncertainties, as well as known and unknown risks, which could cause actual results to differ materially and in adverse ways from those projected or anticipated. Therefore, such statements are not intended to be a guarantee of our performance in future periods. Forward-looking statements are generally identifiable by the use of such terms as \u201cexpect,\u201d \u201cproject,\u201d \u201cmay,\u201d \u201cshould,\u201d \u201ccould,\u201d \u201cwould,\u201d \u201cintend,\u201d \u201cplan,\u201d \u201canticipate,\u201d \u201cestimate,\u201d \u201cbelieve,\u201d \u201ccontinue,\u201d \u201copinion,\u201d \u201cpredict,\u201d \u201cpotential,\u201d \u201cpro forma\u201d or the negative of such terms and other comparable terminology. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date this Annual Report is filed with the SEC. We cannot guarantee the accuracy of any such forward-looking statements contained in this Annual Report, and we do not intend to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.\nAny such forward-looking statements reflect our current views about future events, are subject to unknown risks, uncertainties, and other factors, and are based on a number of assumptions involving judgments with respect to, among other things, future economic, competitive and market conditions, all of which are difficult or impossible to predict accurately. To the extent that our assumptions differ from actual results, our ability to meet such forward-looking statements, including our ability to generate positive cash flow from operations, provide dividends to stockholders and maintain the value of our real estate properties, may be significantly hindered. Factors that might impair our ability to meet such forward-looking statements include, without limitation, those discussed in Part I, Item 1A - Risk Factors are included herein and other filings with the SEC.\nForward-looking statements express expectations of future events. All forward-looking statements are inherently uncertain as they are based on various expectations and assumptions concerning future events and they are subject to numerous known and unknown risks and uncer", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1495491_2020.htm (CIK: 1495491, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00321", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nThe following table sets forth information concerning the total compensation paid or accrued by the Company during the last two fiscal years indicated to (i) all individuals that served as the Company\u2019s principal executive officer or acted in a similar capacity for the Company at any time during the fiscal year ended October 31, 2020; (ii) the two most highly compensated executive officers who were serving as executive officers of the Company at the end of the fiscal year ended October 31, 2020 whose total compensation exceeded $100,000; and (iii) up to two additional individuals for whom disclosure would have been provided pursuant to clause (ii) above but for the fact that the individual was not serving as an executive officer of the Company at the end of the fiscal year ended October 31, 2020.\nSUMMARY COMPENSATION TABLE\n(1)Albert Mitrani was appointed as the Chief Executive Officer, President, Secretary and Treasurer of the Company on June 24, 2015. He was replaced as Chief Executive Officer in April 2018. He was appointed as Chief Executive Officer and principal executive officer in September 2019. During fiscal year 2020, Mr. Mitrani was granted 65,000,000 shares of common stock of the Company with an aggregate grant value of $1,755,000. See Note 10 to the October 31, 2020 audited consolidated financial statements for a description of the assumptions used in determining the value of the stock granted.\n(2)Dr. Maria I. Mitrani is Albert Mitrani\u2019s wife. Dr. Maria I. Mitrani was appointed as the Vice President and Chief Science Officer of the Company on November 4, 2016. During fiscal year 2020, Dr. Mitrani was granted 65,000,000 shares of common stock of the Company with an aggregate grant value of $1,755,000. See Note 10 to the October 31, 2020 audited consolidated financial statements for a description of the assumptions used in determining the value of the stock granted.\n(3)Ian Bothwell was appointed as the Chief Financial Officer of the Company on November 4, 2016. During fiscal year 2020, Mr. Bothwell was granted a warrant to purchase 7,500,000 shares of common stock and 65,000,000 shares of common stock of the Company with an aggregate grant value of 176,250 and $1,755,000, respectively. See Notes 10 and 11 to the October 31, 2020 audited consolidated financial statements for a description of the assumptions used in determining the value of the stock granted and the warrants issued.\n(4)Dr. George Shapiro was appointed as the Chief Medical Officer in September 2018. During fiscal year 2020, Dr. Shapiro was granted 70,000,000 shares of common stock of the Company with an aggregate grant value of $1,895,000. During fiscal year 2019, Dr. Shapiro was granted 5,000,000 shares of common stock of the Company with an aggregate grant value of $134,000. See Note 10 to the October 31, 2020 audited consolidated financial statements for a description of the assumptions used in determining the value of the stock granted.\n(5)$216,436 and $132,105 of salary and commissions were accrued and unpaid at October 31, 2020 and 2019, respectively.\n(6)$233,655 and $129,613 of salary was accrued and unpaid at October 31, 2020 and 2019, respectively.\n(7)$649,407 and $321,907 of salary was accrued and unpaid at October 31, 2020 and 2019, respectively.\n(8)$54,833 of salary was accrued and unpaid at October 31, 2020.\n(9)Albert Mitrani\u2019s and his wife, Dr. Maria I. Mitrani, received benefits totaling approximately $68,017 and $50,205 during the fiscal year ended October 31, 2020 and 2019, respectively.\nWe have no plans in place and have never maintained any plans that provide for the payment of retirement benefits or benefits that will be paid primarily following retirement including, but not limited to, tax qualified deferred benefit plans, supplemental executive retirement plans, tax-qualified deferred contribution plans and nonqualified deferred contribution plans.\nOutstanding Equity Awards at Fiscal Year-End\nThere w", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1557376_2020.htm (CIK: 1557376, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00322", "source": "edgar", "source_license": "public_domain", "text": "Item 6:\nSelected Financial Data\nThe following table sets forth selected historical consolidated financial and operating data for the periods indicated. The statement of operations and balance sheet data is derived from financial statements for the years 2020, 2019, 2018, 2017 and 2016. The Company\u2019s financial statements as of December 31, 2020 and 2019, and for each of the three years in the period ended December 31, 2020 are included in Part II, Item 8, Financial Statements and Supplementary Data, of this Form 10-K.\n*\nThe provision for income taxes for 2017 includes a $550 million estimate for the impact of the enactment of the 2017 Tax Act, which was signed into law on December 22, 2017. The $550 million income tax provision reduced net income per share by $6.82. The $550 million income tax provision primarily consists of an estimated transition tax, as well as estimated income tax provisions for state and withholding taxes and a provision associated with the remeasurement of the Company\u2019s deferred tax assets and liabilities from 35% to the new U.S. corporate income tax rate of 21%.\nThe Company adopted new accounting guidance related to stock-based compensation in 2017. The new accounting guidance requires the excess tax benefits or deficiencies related to stock-based compensation to be reflected in the consolidated statements of operations as a component of the provision for income taxes, whereas they were previously recognized in equity. This aspect of the new accounting guidance was required to be adopted on a prospective basis for the statement of operations and retroactive restatement was not permitted. In 2020, 2019 and 2018, the Company recognized an excess tax benefit, which decreased income tax expense by $7 million, $9 million and $9 million, respectively, and added $0.11, $0.14 and $0.11, respectively, to net income per diluted share.\nIn addition, in December 2018, the Company settled a pension plan obligation by making lump-sum\ncash payments and purchasing annuity contracts for participants to permanently extinguish the pension plan\u2019s obligations. As a result, the Company recorded a $46 million charge, which consisted of a $6 million cash contribution to the plan and a $40 million non-cash\ncharge related to the reversal of unrecognized actuarial losses recorded in accumulated other comprehensive income in the stockholders\u2019 equity. The $46 million pre-tax\ncharge reduced net income per diluted share by $0.39.\n**\nIn January 2019, the company adopted new accounting guidance related to the accounting for leases. The new guidance requires lessees to present the assets and liabilities that arise from leases on their balance sheets. The standard required using a modified retrospective transition approach to be applied to leases existing as of, or entered into after, January 1, 2019. As a result, the Company recorded a $93 million right-of-use\nasset as of December 31, 2019. The adoption of this standard did not have a material impact on the Company\u2019s results of operations, cash flows and stockholders\u2019 equity (deficit).\n***\nIn 2018, the Company adopted new accounting guidance which eliminates the deferral of tax effects on intra-entity transfers other than inventory and requires an entity to recognize the income tax consequences when the transfer occurs. The Company adopted this standard as of January 1, 2018 with a $4 million charge to beginning retained earnings in the consolidated balance sheet.\nItem 7:", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax expense, deferred tax, tax rate. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00323", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation.\nThe information required by this item regarding executive compensation will be included in our 2021 Proxy Statement, which we intend to file with the Securities and Exchange Commission within 120 days of the end of our fiscal year pursuant to General Instruction G(3) of Form 10-K, and is incorporated herein by reference.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1674365_2020.htm (CIK: 1674365, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00324", "source": "edgar", "source_license": "public_domain", "text": "Item 1A.Risk Factors\nA description of the risks and uncertainties associated with our business is set forth below. You should carefully consider such risks and uncertainties, together with the other information contained in this report, and in our other public filings. If any of such risks and uncertainties actually occurs, our business, financial condition or results of operations could differ materially from the plans, projections and other forward-looking statements included in the section titled \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d and elsewhere in this report and in our other public filings. In addition, if any of the following risks and uncertainties, or if any other risks and uncertainties, actually occurs, our business, financial condition or results of operations could be harmed substantially, which could cause the market price of our stock to decline, perhaps significantly.\nRisks Related to our Business\nThe recent global COVID-19 outbreak, as well as periods of increases or spikes in the number of COVID-19 cases, or future mutations or related strains of the virus in areas in which we operate, could harm our business, results of operations, and financial condition.\nIn March 2020, the World Health Organization declared COVID-19 a global pandemic. This contagious disease outbreak, which has continued to spread, and the related adverse public health developments, including orders to shelter-in-place, have adversely affected workforces, organizations, economies, and financial markets globally, leading to an economic downturn and increased market volatility. It has also disrupted the normal operations of many businesses, including our business, our customers' businesses, and our SI partners' businesses. This outbreak, as well as intensified measures undertaken to contain the spread of COVID-19 has affected and could further affect the ability to travel to customers and prospects, resulting in delays in services delivery, delays in implementations, and interruptions or modifications in our sales and marketing activities, including Connections, our annual user conference, and harm our business, results of operations, and financial condition. The related impact on the global economy could also decrease technology spending and adversely affect demand for our products. Further, our sales and implementation cycles have increased and could continue to increase, which has resulted in and could result in providing contract terms more favorable to customers and a potentially longer delay between incurring operating expenses and the generation of corresponding revenue, if any, or in difficulty accurately forecasting our financial results. Additionally, our customers may be unable to pay or request amended payment terms for their outstanding invoices due to the economic impacts from COVID-19. As a result of these containment measures and the related economic impact to our business, we may be required to record impairment related to our operating lease assets, investments, long-lived assets, or goodwill. The outbreak also presents operational challenges as our entire workforce is currently working remotely and shifting to assisting customers who are also generally working remotely. It is not possible for us to predict the duration or magnitude of the adverse results of the outbreak and its effects on our business, results of operations, or financial condition at this time. Further, to the extent the COVID-19 pandemic adversely affects our business, results of operations, or financial condition, it may also have the effect of heightening many of the other risks described in this \u201cRisk Factors\u201d section.\nWe may experience significant quarterly and annual fluctuations in our results of operations due to a number of factors.\nOur quarterly and annual results of operations may fluctuate significantly due to a variety of factors, many of which are outside of our control. This variability may ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1528396_2020.htm (CIK: 1528396, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00325", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. Risk Factors\nInvesting in our common stock involves risks and uncertainties. Below is a summary of the principal risks involving an investment in our common stock. This summary does not address all of the risks that we face. Additional discussion of the risks summarized in this risk factor summary, and other risks that we face, can be found below under the heading \u201cRisk Factors\u201d and should be carefully considered, together with other information in this Form 10-K and our other filings with the SEC, before making an investment decision regarding our common stock.\nRisks Related to Public Health Crises\n\u2022We face various risks and uncertainties related to public health crises, including the recent and ongoing global outbreak of the novel coronavirus COVID-19.\nRisks Related to our Business and Operations\n\u2022Our investments are concentrated in the temperature-controlled warehouse industry, and our business would be materially and adversely affected by an economic downturn in that industry or the geographic markets in which we are concentrated.\n\u2022We are exposed to risks associated with expansion and development, which could result in disappointing returns and unforeseen costs and liabilities.\n\u2022A portion of our future growth depends upon acquisitions and we may be unable to identify, complete and successfully integrate acquisitions of suitable properties, which may impede our growth, and our future acquisitions may not yield the returns we expect.\n\u2022A failure of our information technology systems, cybersecurity attacks or a breach of our information security systems, networks or processes could cause business disruptions and loss of confidential information and may materially adversely affect our business.\n\u2022Privacy and data security concerns, and data collection and transfer restrictions and related foreign regulations may adversely affect our business.\n\u2022Wage increases driven by applicable legislation and competitive pressures on employee wages and benefits could negatively affect our operating margins and our ability to attract qualified personnel.\n\u2022Recent acquisitions, including the Agro Merchants Acquisition, may not achieve their intended benefits or may disrupt our plans and operations.\n\u2022Our current and potential international operations and properties subject us to additional risks, including risks associated with entry into new markets and applicability of differing regulatory requirements.\n\u2022Competition in our markets may increase over time if our competitors open new warehouses.\n\u2022We may be unable to successfully expand our operations into new markets.\n\u2022We depend on certain customers for a substantial amount of our warehouse segment revenues.\n\u2022The short-term nature and lack of fixed storage commitments of many of our customer contracts exposes us to certain risks that could have a material adverse effect on us.\n\u2022We may be subject to work stoppages, which could increase our operating costs and disrupt our operations.\n\u2022Our warehouse business outside the United States exposes us to losses resulting from currency fluctuations.\n\u2022We may incur liabilities or harm our reputation as a result of quality-control issues associated with our warehouse storage and other services.\n\u2022Our temperature-controlled warehouse infrastructure may become obsolete or unmarketable, and we may not be able to upgrade our equipment cost-effectively or at all.\n\u2022We use in-house trucking services and third-party trucking service providers to provide transportation services to our customers, and any increased severity or frequency of accidents or other claims, changes\nin regulations, delays or disruptions in providing theses transportation services, or damages caused to products during transportation, could have a material adverse effect on us.\n\u2022We participate in multiemployer pension plans administered by labor unions. To the extent we or other employers withdraw from participation in any of these plans, we could face additional liability from our participat", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1455863_2020.htm (CIK: 1455863, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00326", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6.SELECTED FINANCIAL DATA\n_______________________________\n(a)Results of operations in 2020 include costs of $104.8 million resulting from realignment and transformation initiatives, resulting in a reduction of after tax net earnings of $86.9 million.\n(b)Results of operations in 2019 include costs of $36.0 million resulting from realignment and transformation initiatives, resulting in a reduction of after tax net earnings of $21.7 million.\n(c)Results of operations in 2018 include costs of $95.1 million resulting from realignment and transformation initiatives, resulting in a reduction of after tax net earnings of $72.4 million.\n(d)Results of operations in 2017 include costs of $71.3 million resulting from realignment initiatives, resulting in a reduction of after tax net earnings of $54.3 million.\n(e)Results of operations in 2016 include costs of $94.8 million resulting from realignment initiatives, resulting in a reduction of after tax net earnings of $75.8 million.\n(f)Provision for income taxes in 2017 was impacted by the Tax Reform Act. See Note 19 to our consolidated financial statements included in Item 8 of this Annual Report.\n(g)Total assets for 2019 impacted by our adoption of ASC 842, Leases (Topic 842) (\"New Lease Standard\") effective January 1, 2019.\n(h)Calculated as adjusted net income divided by adjusted net assets, where (i) adjusted net income is the sum of earnings before income taxes, plus interest expense, multiplied by one minus our effective tax rate, and (ii) adjusted net assets is the average of beginning of year and end of year net assets, excluding cash and cash equivalents and debt due in one year.\n(i)Calculated as total debt minus cash and cash equivalents divided by the sum of total debt and shareholders' equity minus cash and cash equivalents.\n(j)The financial information in the table above has been revised to reflect adjustments to previously reported amounts. The revision adjustments in 2019, 2018, 2017 and 2016 primarily related to the recognition of incurred but not reported claims associated with unasserted asbestos claims against the Company and the resulting impact on insurance recoveries. The impacts of the revision on the 2019 consolidated financial statements and 2018 consolidated statement of operations are described in Note 2 to the consolidated financial statements. Previously reported amounts for other periods were impacted as follows: net earnings attributable to Flowserve Corporation was reduced by $12.9 million and $5.0 million for the years ended December 31, 2017 and 2016, respectively, with a corresponding decreases in earnings (loss) per share, basic and diluted, of $0.10 and $.04, respectively. The net impact to 2018, 2017 and 2016 financial condition was a reduction of total equity of $28.8 million and $12.4 million as of December 31, 2018 and 2017, respectively, and an increase to total equity as of December 31, 2016 of less than $1 million. Specific line items impacted by the revisions are designated with a (1) in the above tables.\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax rate, tax reform. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00327", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7.\nMANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nYou should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and related notes appearing at the end of this Annual Report on Form 10-K. Some of the information contained in this discussion and analysis or set forth elsewhere in this Annual Report on Form 10-K, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks and uncertainties. You should read the \u201cRisk Factors\u201d section of this report for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.\nOverview\nWe are a biopharmaceutical company focused on acquiring, developing and commercializing innovative anti-cancer agents in the United States, Europe and additional international markets. We target our development programs for the treatment of specific subsets of cancer populations, and simultaneously develop, with partners, for those indications that\nrequire them, diagnostic tools intended to direct a compound in development to the population that is most likely to benefit from its use.\nOur marketed product Rubraca\u00ae (rucaparib), an oral small molecule inhibitor of poly ADP-ribose polymerase (\u201cPARP\u201d), is marketed in the United States for two indications specific to recurrent epithelial ovarian, fallopian tube or primary peritoneal cancer and also an indication specific to metastatic castration-resistant prostate cancer (\u201cmCRPC\u201d). The initial indication received approval from the FDA in December 2016 and covers the treatment of adult patients with deleterious BRCA (human genes associated with the repair of damaged DNA) mutation (germline and/or somatic)-associated epithelial ovarian, fallopian tube, or primary peritoneal cancer who have been treated with two or more chemotherapies and selected for therapy based on an FDA-approved companion diagnostic for Rubraca. In April 2018, the FDA also approved Rubraca for the maintenance treatment of adult patients with recurrent epithelial ovarian, fallopian tube, or primary peritoneal cancer who are in a complete or partial response to platinum-based chemotherapy. The approval in this second, broader and earlier-line indication on a priority review timeline was based on positive data from the phase 3 ARIEL3 clinical trial. Diagnostic testing is not required for patients to be prescribed Rubraca in this maintenance treatment indication.\nIn May 2020, the FDA approved Rubraca for the treatment of adult patients with mCRPC associated with a deleterious BRCA mutation (germline and/or somatic) who have been treated previously with androgen receptor-directed therapy and a taxane-based chemotherapy. The FDA approved this third indication under accelerated approval based on objective response rate and duration of response data from the TRITON2 clinical trial. We launched Rubraca for this indication in the U.S. following receipt of the approval. As an accelerated approval, continued approval for this indication may be contingent upon verification and description of clinical benefit in confirmatory trials. The TRITON3 clinical trial is expected to serve as the confirmatory study for Rubraca\u2019s approval in mCRPC. In August 2020, the FDA approved the use of Foundation Medicine\u2019s blood-based diagnostic test, FoundationOne Liquid CDx, as a companion diagnostic for the detection of deleterious BRCA mutation (germline and/or somatic) to select mCRPC patients for treatment with Rubraca.\nIn Europe, the European Commission granted a conditional marketing authorization in May 2018 for Rubraca as monotherapy treatment of adult patients with platinum-sensitive, relapsed or progressive, BRCA mutated (germline and/or somatic), high-", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1466301_2020.htm (CIK: 1466301, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00328", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nOperational and Strategic Risks\nThe novel coronavirus global pandemic could adversely affect our business operations, financial performance and results of operations, the extent of which is uncertain and difficult to predict.\nIn late 2019, a novel strain of COVID-19 was identified, which has since spread globally and evolved into a global pandemic, including severe and widespread transmission in the United States and throughout the world. In response, government authorities throughout the United States and around the world have implemented numerous measures to try to reduce the spread of COVID-19, such as travel restrictions, quarantines, shelter in place or total lock-down orders and other business restrictions. As a result of the COVID-19 outbreak and the related responses from government authorities, our business operations, financial performance and results of operations may be adversely impacted in a number of ways, including, but not limited to, the following:\n\u2022a slowdown or stoppage in the supply chain of the raw materials, components, equipment and packaging services used to manufacture our products or our inability to secure additional or alternate sources of supplies or services needed to manufacture our products at optimal levels;\n\u2022our inventory might be requisitioned, diverted or allocated by government order such as under emergency, disaster and civil defense declarations. For example, government actions in response to the COVID-19 pandemic affect our supply allocation, and those and our own allocation decisions can impact our customer relationships;\n\u2022interruptions or delays in global shipping to transport and deliver our products to our distributors and customers;\n\u2022interruptions in normal operations of certain end use customers that could result in reductions in demand for non-COVID-19 related healthcare operations and testing;\n\u2022disruptions to our operations, including a shutdown of one or more of our facilities or product lines; restrictions on our operations and sales, marketing and distribution efforts; and interruptions to our research and development, manufacturing, clinical/regulatory and other important business activities;\n\u2022increased costs in our manufacturing, production and shipping processes;\n\u2022limitations on employee resources and availability, including due to sickness or personal quarantine, government restrictions, the desire of employees to avoid contact with large groups of people, school closures or mass transit disruptions;\n\u2022an increase in cyber-attacks given our increased public profile, particularly as a manufacturer of COVID-19 products;\n\u2022a fluctuation in foreign currency exchange rates or interest rates could result from market uncertainties;\n\u2022an increase in exposure to credit losses for customers adversely affected by the COVID-19 pandemic;\n\u2022an increase in regulatory restrictions or continued market volatility could hinder our ability to execute strategic business activities, including acquisitions; and\n\u2022an increase in the volatility of our stock price.\nThe spread of COVID-19 has caused us to modify our business practices (including employee travel, employee work locations, and physical participation in meetings, events and conferences), and we may take further actions as may be required by government authorities or that we determine are in the best interests of our employees, customers, partners, and suppliers. Such measures may not mitigate fully the risks posed by the virus, impairing our ability to perform critical functions.\nIn response to increased demand brought on by COVID-19, we are continuing to rapidly and significantly expand our manufacturing capacity, including expanding and scaling our infrastructure to support existing and anticipated COVID-19 testing demand and commercial activities. This rapid expansion has placed and may continue to place significant strain on our management, personnel, operations, systems and financial resources. Failure to successf", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 353569_2020.htm (CIK: 353569, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00329", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk\nMarket Risk and Credit Risk\nCertain of the Company\u2019s revenues, expenses, assets and liabilities are exposed to the impact of interest rate changes and fluctuations in foreign currency exchange rates and equity markets.\nInterest Rate Risk and Credit Risk\nInterest income generated from the Company\u2019s cash investments as well as invested fiduciary funds will vary with the general level of interest rates.\nThe Company had the following investments subject to variable interest rates:\nBased on the above balances, if short-term interest rates increased or decreased by 10%, or 3 basis points, over the full year, annual interest income, including interest earned on fiduciary funds, would increase or decrease by approximately $2 million.\nIn addition to interest rate risk, our cash investments and fiduciary fund investments are subject to potential loss of value due to counter-party credit risk. To minimize this risk, the Company and its subsidiaries invest pursuant to a Board approved investment policy. The policy mandates the preservation of principal and liquidity and requires broad diversification with counter-party limits assigned based primarily on credit rating and type of investment. The Company carefully monitors its cash and fiduciary fund investments and will further restrict the portfolio as appropriate to market conditions. The majority of cash and fiduciary fund investments are invested in short-term bank deposits and liquid money market funds.\nForeign Currency Risk\nThe translated values of revenue and expense from the Company\u2019s international operations are subject to fluctuations due to changes in currency exchange rates. The non-U.S. based revenue that is exposed to foreign exchange fluctuations is approximately 53% of total revenue. We periodically use forward contracts and options to limit foreign currency exchange rate exposure on net income and cash flows for specific, clearly defined transactions arising in the ordinary course of business. Although the Company has significant revenue generated in foreign locations which is subject to foreign exchange rate fluctuations, in most cases both the foreign currency revenue and expenses are in the functional currency of the foreign location. As such, under normal circumstances, the U.S. dollar translation of both the revenues and expenses, as well as the potentially offsetting movements of various currencies against the U.S. dollar, generally tends to mitigate the impact on net operating income of foreign currency risk. However, there have been periods where the impact was not mitigated due to external market factors, and external macroeconomic events may result in greater foreign exchange rate fluctuations in the future. If foreign exchange rates of major currencies (Euro, Sterling, Australian dollar and Canadian dollar) moved 10% in the same direction against the U.S. dollar compared with the foreign exchange rates in 2020, the Company estimates net operating income would increase or decrease by approximately $39 million. The Company has exposure to approximately 80 foreign currencies overall. In Continental Europe, the largest amount of revenue from renewals for the Risk & Insurance Services segment occurs in the first quarter.\nEquity Price Risk\nThe Company holds investments in both public and private companies as well as private equity funds, including investments of approximately $72 million that are valued using readily determinable fair values and approximately $33 million of investments without readily determinable fair values. The Company also has investments of approximately $280 million that are accounted for using the equity method. The investments are subject to risk of decline in market value, which, if determined to be other than temporary for assets without readily determinable fair values, could result in realized impairment losses. The\nCompany periodically reviews the carrying value of such i", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 62709_2020.htm (CIK: 62709, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00330", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nWe assume and manage a certain degree of risk in order to conduct our business. In addition to the risk factors described below, other risks and uncertainties not specifically mentioned, or that are currently known to, or deemed by, management to be immaterial also may materially and adversely affect our financial position, results of operation and/or cash flows. Before making an investment decision, you should carefully consider the risks described below together with all of the other information included in this Form 10-K. If any of the circumstances described in the following risk factors actually occur to a significant degree, the value of our common stock could decline, and you could lose all or part of your investment.\nThe COVID-19 pandemic has adversely impacted our ability to conduct business and is expected to adversely impact our financial results and those of our customers. The ultimate impact will depend on future developments, which are highly uncertain and cannot be predicted, including the scope and duration of the pandemic and actions taken by governmental authorities in response to the pandemic.\nThe COVID-19 pandemic has significantly adversely affected our operations and the way we provide banking services to businesses and individuals, many of whom were under government issued stay-at-home orders for much of the three months ended June 30, 2020. As an essential business, we continue to provide banking and financial services to our customers with in-person and drive-thru access available at the majority of our branch locations. In addition, we continue to provide access to banking and financial services through online banking, ATMs and by telephone. If the COVID-19 pandemic worsens it could limit or disrupt our ability to provide banking and financial services to our customers.\nAlthough the stay-at-home orders have been partially lifted in California, some of our employees continue to work remotely to enable us to continue to provide banking services to our customers. Heightened cybersecurity, information security and operational risks may result from these remote work-from-home arrangements. We also could be adversely affected if key\npersonnel or a significant number of employees were to become unavailable due to the effects and restrictions of the COVID-19 pandemic. We also rely upon our third-party vendors to conduct business and to process, record and monitor transactions. If any of these vendors are unable to continue to provide us with these services, it could negatively impact our ability to serve our customers. Although we have business continuity plans and other safeguards in place, there is no assurance that such plans and safeguards will be effective.\nThere is pervasive uncertainty surrounding the future economic conditions that will emerge in the months and years following the start of the pandemic. As a result, management is confronted with a significant and unfamiliar degree of uncertainty in estimating the impact of the pandemic on credit quality, revenues and asset values. To date, the COVID-19 pandemic has resulted in declines in loan demand and originations, deposit availability, market interest rates and negatively impacted many of our business and consumer borrower\u2019s ability to make their loan payments. Because the length of the pandemic and the efficacy of the extraordinary measures being put in place by the government to address its economic consequences are unknown, including a continued low recent reductions in the targeted federal funds rate, until the pandemic subsides, we expect our net interest income and net interest margin will be adversely affected. Many of our borrowers have become unemployed or may face unemployment, and certain businesses are at risk of insolvency as their revenues decline precipitously, especially in businesses related to travel, hospitality, leisure and physical personal services. Businesses may ultimately not reopen as there is a sign", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1010470_2020.htm (CIK: 1010470, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00331", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nCommodities\nWe purchase various raw materials, including aluminum cans, plastic bottles, high fructose corn syrup, corrugated packaging and juice concentrates, the prices of which fluctuate based on commodity market conditions. Our ability to recover increased costs through higher pricing may be limited by the competitive environment in which we operate. At times, we manage our exposure to this risk through the use of supplier pricing agreements that enable us to establish all, or a portion of, the purchase prices for certain raw materials. Additionally, we use derivative financial instruments to partially mitigate our exposure to changes in certain raw material costs.\nInterest Rates\nAt May 2, 2020, the Company had no borrowings outstanding. We had no debt-related interest rate exposure during Fiscal 2020.\nITEM 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 69891_2020.htm (CIK: 69891, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00332", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nThe following discussion of our financial condition and results of operations should be read in conjunction with our consolidated financial statements, related notes and other financial information included in Part II, Item 8 of this Annual Report. The following discussion contains forward-looking statements, including, without limitation, our expectations and statements regarding our outlook and future revenue, expenses, results of operations, liquidity, plans, strategies and objectives of management and any assumptions underlying any of the foregoing. Our actual results could differ materially from those discussed in the forward-looking statements. Our forward-looking statements and factors that might cause future actual results to differ materially from our recent results or those projected in the forward-looking statements include, but are not limited to, those discussed in \u201cSpecial Note Regarding Forward-Looking Statements\u201d and \u201cItem 1A. Risk Factors\u201d. This section of the Annual Report generally discusses 2020 and 2019 items and year-to-year comparisons between 2020 and 2019. Discussions of 2018 items and comparisons between 2019 and 2018 that are not included in this Annual Report can be found in \"Management's Discussion and Analysis of Financial Condition and Results of Operations,\" in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, which was filed with the SEC on March 17, 2020.\nOverview\nOur mission is to make data useful for all users by delivering trusted data when and where is it needed. We are a key enabler of the data-driven enterprise where data is a strategic asset powering business. Talend Data Fabric allows customers in any industry to improve business performance by using their data to create new insights and to automate business processes. Our customers rely on our software to better understand their customers, offer new applications and services, and improve operations.\nWe had 1,397 employees as of December 31, 2020 and we plan to continue to grow our employee base to address the needs of our global customers as well as to acquire customers in new geographies. We also plan to continue to invest in new product development.\nOur business model combines our open source approach and direct sales. We supplement our direct sales and demand generation activities with self-service trials of our software. Developers and users can download and try the free and paid versions of our products, creating sales leads for our more feature-rich commercial solutions. Users of our open source products often catalyze adoption of our commercial solutions by their organizations, primarily to benefit from enterprise-grade features that include the scaling out of our offering to a larger set of users, among others. Following an initial deployment of our paid subscription products, organizations often purchase more subscriptions or expand usage to additional products from our fully integrated suite after realizing the benefits of additional features or scale. We sell our product offerings as subscriptions based primarily on the number of users.\nWe generate the majority of our revenue from subscriptions of our commercial solution Talend Data Fabric. We primarily sell annual contracts billed in advance. Our subscription offering includes enterprise-grade features and capabilities to scale our solutions across production environments and customer infrastructures. These product features and capabilities include scheduling, management and monitoring of data integration flows, collaboration across a team of users and technical support. We also provide professional services to implement our solutions. Our subscription revenue represents a significant portion of our revenue, growing from 86% of our total revenue in the year ended December 31, 2018, to 88% in the year ended December 31, 2019, and 90% in ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1668105_2020.htm (CIK: 1668105, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00333", "source": "edgar", "source_license": "public_domain", "text": "Item 6.\nSelected Financial Data.\nFINANCIAL HIGHLIGHTS\n__________________\nIncludes the impact of the Company\u2019s acquisition of Legg Mason, Inc. which was effective July 31, 2020. See Note 3 - Acquisitions in the notes to consolidated financial statements in Item 8 of Part II of this Annual Report on Form 10-K for more information.\nIn fiscal year 2020, the Company changed the presentation of its consolidated statements of income to include dividend and interest income and other expenses from consolidated investment products in non-operating income. Amounts for the comparative prior fiscal years have been reclassified to conform to the current presentation. These reclassifications had no impact on previously reported net income attributable to Franklin Resources, Inc.\nIncludes an income tax benefit of $27.0 million, net of valuation allowance, from capital losses subsequent to the change in corporate tax structure of a foreign holding company to a U.S. branch.\nIncludes an income tax charge of $86.0 million due to a revision to the estimated income tax charge that was recognized in fiscal year 2018 resulting from enactment of the Tax Cuts and Jobs Act of 2017 (\u201cthe Tax Act\u201d).\nIncludes an estimated income tax charge of $968.8 million resulting from enactment of the Tax Act.\nRepresents simple monthly average AUM.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax benefit. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00334", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.\nINDEX TO CONSOLIDATED FINANCIAL STATEMENTS\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nBoard of Directors and Shareholders\nCarvana Co.\nOpinion on the financial statements\nWe have audited the accompanying consolidated balance sheets of Carvana Co. (a Delaware corporation) and subsidiaries (the \u201cCompany\u201d) as of December 31, 2020 and 2019, the related consolidated statements of operations, changes in stockholders\u2019 equity, and cash flows for each of the three years in the period ended December 31, 2020, and the related notes and financial statement schedule included under Item 15 (collectively referred to as the \u201cfinancial statements\u201d). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.\nWe also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (\u201cPCAOB\u201d), the Company\u2019s internal control over financial reporting as of December 31, 2020, based on criteria established in the 2013 Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (\u201cCOSO\u201d), and our report dated February 25, 2021, expressed an unqualified opinion.\nBasis for opinion\nThese financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\nCritical audit matters\nThe critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.\nTransfers of financial assets\nAs described further in Notes 2, 7, and 8 to the financial statements, the Company recognized gains on loan sales of approximately $217.6 million during the year ended December 31, 2020. The Company is party to various transfer agreements pursuant to which it sells finance receivables meeting specified underwriting criteria to certain financing partners. The Company also transfers its finance receivables i", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1690820_2020.htm (CIK: 1690820, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00335", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nYou should carefully consider the following risk factors, as well as the other information in this report, and in our other public filings. Our business, financial condition and operating results can be affected by a number of important factors, whether currently known or unknown, including but not limited to those described below, any one or more of which could, directly or indirectly, cause the Company\u2019s actual results of operations and financial condition to vary materially from past, or from anticipated future, results of operations and financial condition. Any of these factors, in whole or in part, could materially and adversely affect the Company\u2019s business, financial condition, results of operations and common stock price. Other factors may exist that we do not consider significant based on information that is currently available. In addition, new risks may emerge at any time, and we cannot predict those risks or estimate the extent to which they may affect us. Past financial performance should not be considered to be a reliable indicator of future performance, and investors should not use historical trends to anticipate results or trends in future periods.\nRisks Related to Our Financial Position and Need for Additional Capital\nWe have incurred significant losses since our inception. We expect to incur losses for at least the next several years and may never achieve or maintain profitability.\nWe are a clinical-stage biopharmaceutical company with no approved products, and we have not generated any revenue from product sales to date. To date, we have focused exclusively on developing our product candidates and have funded our operations primarily through the sale of common stock and warrants, convertible preferred stock and issuances of convertible debt to our investors, and to a lesser extent, grant funding. We have not yet demonstrated an ability to overcome many of the risks and uncertainties frequently encountered by companies in the pharmaceutical industry, and you should analyze our company in light of such risks and uncertainties.\nSince inception, we have incurred significant operating losses. Our losses from operations were $28.2 million, $12.8 million and $37.7 million for the years ended December 31, 2020, 2019, and 2018, respectively. We have devoted substantially all of our efforts to research and development. We expect to continue to incur significant expenses and increasing operating losses for at least the next several years. The net losses we incur may fluctuate significantly from quarter to quarter and year to year.\nWe anticipate that our expenses will increase substantially as clinical trials for any of our product candidates commence or progress. Our expenses will increase if and as we:\n\u2022\nseek to discover or develop additional product candidates;\n\u2022\nseek marketing approvals for any of our product candidates that successfully complete clinical trials;\n\u2022\nin-license or acquire other products and technologies;\n\u2022\nmaintain, expand and protect our intellectual property portfolio;\n\u2022\nhire additional clinical, quality control and scientific personnel; and\n\u2022\nadd operational, financial and management information systems and personnel, including personnel to support our product development and planned future commercialization efforts.\nWe currently have no source of product revenue and have not yet generated any revenues from product sales.\nTo date, we have not completed the development of any products and have not generated any revenues from product sales. Our ability to generate revenue from product sales and achieve profitability will depend upon our ability to successfully commercialize products, including any of our current product candidates, or other product candidates that we may in-license or acquire in the future. Even if we are able to successfully achieve regulatory\napproval for these product candidates, we may never generate revenues that are significant enough to achieve profitabil", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1478069_2020.htm (CIK: 1478069, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00336", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.\nOur consolidated financial statements and supplementary data required to be filed pursuant to this Item 8 are listed in Item 15 of this Form 10-K beginning on page and are incorporated herein by reference.\nITEM 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1497504_2020.htm (CIK: 1497504, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00337", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. Executive Compensation.\nThe information required by this item is incorporated by reference from the information under the captions \u201cElection of Directors-Director Compensation\u201d and \u201cExecutive Compensation\u201d contained in the Proxy Statement.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1796129_2020.htm (CIK: 1796129, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00338", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION\nCautionary Statement Concerning Forward-Looking Statements\nThis \u201cManagement\u2019s Discussion and Analysis\u201d contains forward-looking statements within the meaning of Section 21E of the Securities and Exchange Act of 1934, as amended. These forward-looking statements represent the Company\u2019s present expectations or beliefs concerning future events on certain assumptions which are subject to risks and uncertainties, including, but not limited to, changes in general economic conditions and changing competition which could cause actual results to differ materially from those indicated. Our forward-looking statements included in this 10-K speak only as of the date of this filing, and we undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. Given these many risks and uncertainties, readers of this prospectus are cautioned not to place undue reliance on our forward-looking statements.\nResults of Operations\nFor the fiscal year ended October 31, 2020, net sales were $8,986,024 compared to $9,526,575 in fiscal 2019, a decrease of 5.7%. The decrease in net sales was primarily the result of the overall economic conditions which started in late 2019 and continued in 2020 due to the COVID-19 Pandemic. Sales of general purpose balers and conveyors were approximately $677,000 lower than in the prior fiscal year. However, sales of specialty balers were higher by approximately $190,000 in fiscal 2020 due to the sale of two rubber balers in 2020 versus one in fiscal 2019. The activity in the rubber baler markets continued to remain slower in the last three years.\nGross profit was $853,633 in fiscal year 2020 compared to $696,540 in fiscal 2019. Gross profit as a percentage of net sales increased to 9.5% in 2020 compared to 7.3% in 2019. The higher gross profit in fiscal 2020 was due the reduction of the Company\u2019s manufacturing costs, primarily direct labor, as a percentage of net sales.\nThe Company had a loss from operations of $600,051 in the fiscal year ended October 31, 2020 compared to a loss from operations of $710,295 in the prior fiscal year. Selling expenses were higher in fiscal 2020 by $34,336 while administrative expenses were higher by $12,513.\nThe Company had a loss before income taxes of $575,180 in the fiscal year ended October 31, 2020 compared to a loss before income taxes of $524,742 in fiscal 2019.\nLiquidity and Capital Resources\nThe Company\u2019s net working capital at October 31, 2020 was $7,721,268 as compared to $7,388,462 at October 31, 2019.\nAverage Days Sales Outstanding (DSO) in fiscal 2020 was 32.3 days as compared to 24.1 days in fiscal 2019. Days sales outstanding was negatively impacted in fiscal 2020 by one customer who bought a proto-type baler and did not make the final payment of $546,000 for sixty-seven days. DSO is calculated by dividing the total of the month-end net accounts receivable balances for the period by twelve, and dividing that result by the average day\u2019s sales for the period (period sales \u00f7 365).\nThe Company had a $1,650,000 line of credit agreement with First Merchants Bank of Muncie, Indiana which was renewed on May 15, 2020 with a $1,000,000 line of credit limit. The line of credit allows the Company to borrow at an interest rate equal to the Wall Street Journal prime rate minus 0.95%, adjusting daily. The line of credit is secured by all assets of the Company and expires on May 15, 2021. The line of credit had no outstanding balance at October 31, 2020 and at October 31, 2019.\nOn April 16, 2020 the Company received a $626,466 loan made pursuant to the terms of the Paycheck Protection Program authorized by the CARES Act. The loan has a two-year term and accrues simple interest at a fixed annual rate of 1.00%. Under the terms of the CARES Act guidelines, a portion of the loan up to 100% may", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00339", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation.\nCompensation Discussion and Analysis\nBrookfield DTLA does not directly employ any of the persons responsible for managing its business. The Manager, through DTLA Holdings, manages our operations and activities, and it, together with the board of directors and officers, makes decisions on our behalf. Our executive officers are employed by the Manager and we do not directly or indirectly pay any compensation to them. The compensation of the executive officers is set by the Manager and we have no control over the determination of their compensation. Our executive officers participate in employee benefit plans and arrangements sponsored by the Manager. We have not established any employee benefit plans or entered into employment agreements with any of our executive officers. In determining the total compensation paid to our executive officers, the Manager considers, among other things, its business, results of operations and financial condition taken as a whole.\nCompensation of Directors\nEach non-independent member of the board of directors, except for Mr. Parker, does not receive any additional compensation from the Company for his or her services as a director. The following table summarizes the compensation earned by our independent directors, Messrs. Dakos, Goldstein and Stelzl, and non-independent director, Mr. Parker, during the fiscal year ended December 31, 2020:\n__________\n(1) Consists of an annual retainer fee of $55,000 and, in case of Messrs. Dakos and Stelzl, an additional $10,000 annual Audit Committee fee.\n(2) Subsequent to his retirement in July 2020, Mr. Parker earned a retainer fee of $27,500 for the third and fourth quarters of 2020 as a non-independent director.\nCompensation Risk Assessment\nBrookfield DTLA believes that the compensation policies and practices of the Company, and of the Manager with respect to the executive officers of the Company, appropriately balance risk in connection with the achievement of annual and long-term goals and that they do not encourage unnecessary or excessive risk taking. Brookfield DTLA believes that the compensation policies and practices of the Company, and of the Manager with respect to the executive officers of the Company, are not reasonably likely to have a material adverse effect on its financial position or results of operations.\nCOMPENSATION COMMITTEE REPORT\nThe board of directors of Brookfield DTLA Fund Office Trust Investor Inc. has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) (\u00a7229.402(b)) with management; and based on the review and discussions referred to in paragraph (e)(5)(i)(A) of this Item, the board of directors recommended that the Compensation Discussion and Analysis be included in the registrant\u2019s Annual Report on Form 10-K for the fiscal year ended December 31, 2020.\nThe Board of Directors\nG. Mark Brown, Chairman\nMichelle L. Campbell\nAndrew Dakos\nMurray Goldfarb\nPhillip Goldstein\nIan Parker\nRobert L. Stelzl\nThe information required by paragraph (e)(5) of this Item shall not be deemed to be \u201csoliciting material,\u201d or to be \u201cfiled\u201d with the Commission or subject to Regulation 14A or 14C (17 CFR 240.14a-1 through 240.14b-2 or 240.14c-1 through 240.14c-101), other than as provided in this Item, or to the liabilities of section 18 of the Exchange Act (15 U.S.C. 78r), except to the extent that the registrant specifically requests that the information be treated as soliciting material or specifically incorporates it by reference into a document filed under the Securities Act or the Exchange Act.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1575311_2020.htm (CIK: 1575311, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00340", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6.\nSELECTED FINANCIAL DATA\nThe following table sets forth various selected financial information. Such selected consolidated financial data should be read in conjunction with our Consolidated Financial Statements, including the notes thereto, set forth in Item 8. Financial Statements and Supplementary Data and Item 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1319947_2020.htm (CIK: 1319947, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00341", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected financial Data.\nNot required under Regulation S-K for \u201csmaller reporting companies.\u201d\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 867028_2020.htm (CIK: 867028, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00342", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nCompensation Discussion and Analysis\nAs is commonly the case for publicly traded limited partnerships, we have no officers. Our general partner has the sole responsibility for conducting our business and for managing our operations, and its board of directors and executive officers make decisions on our behalf. Our general partner\u2019s executive officers are employed and compensated by Diamondback or a subsidiary of Diamondback. All of our general partner\u2019s executive officers that are responsible for managing our day-to-day affairs are also current executive officers of Diamondback.\nAll of the executive officers of our general partner have responsibilities to us, Diamondback and Viper, and the executive officers of our general partner allocate their time between managing our business and managing the businesses of Diamondback and Viper. Since all of these executive officers are employed by Diamondback or one of its subsidiaries, the responsibility and authority for compensation-related decisions for these executive officers resides with the compensation committee of the board of directors of Diamondback. Diamondback has the ultimate decision-making authority with respect to the total compensation of the executive officers that are employed by Diamondback including, subject to the terms of our partnership agreement and the operational service and secondment agreement, the portion of that compensation that is allocated to us pursuant to Diamondback\u2019s allocation methodology. Any such compensation decisions are not subject to any approvals by the board of directors of our general partner or any committees thereof. However, all determinations with respect to awards (as defined below) that are made to our general partner\u2019s executive officers, key employees, and independent directors under our LTIP (as defined below) are made by the board of directors of our general partner or a committee thereof that may be established for such purpose.\nThe executive officers of our general partner, as well as the employees of Diamondback who provide services to us, may participate in employee benefit plans and arrangements sponsored by Diamondback, including plans that may be established in the future. Certain of our general partner\u2019s executive officers and employees and certain employees of Diamondback who provide services to us currently hold grants under Diamondback\u2019s and Viper\u2019s equity incentive plans. Except with respect to any awards that may be granted under the LTIP, the executive officers of our general partner do not receive separate amounts of compensation in relation to the services they provide to us. In accordance with the terms of our partnership agreement and the operational service and secondment agreement, we reimburse Diamondback for compensation related expenses attributable to the portion of the executive\u2019s time dedicated to providing services to us. Although we bear an allocated portion of Diamondback\u2019s costs of providing compensation and benefits to employees who serve as executive officers of our general partner, we have no control over such costs and do not establish nor direct the compensation policies or practices of Diamondback. Except with respect to awards granted under the LTIP, compensation paid or awarded by us in 2020 consisted only of the portion of compensation paid by Diamondback that is allocated to us and our general partner pursuant to Diamondback\u2019s allocation methodology and subject to the terms of our partnership agreement.\nA full discussion of the compensation programs for Diamondback\u2019s executive officers and the policies and philosophy of the compensation committee of Diamondback\u2019s board of directors will be set forth in Diamondback\u2019s 2021 proxy statement under the heading \u201cCompensation Discussion and Analysis.\u201d Specifically, compensation paid directly by us through our LTIP or indirectly by us through reimbursement pursuant to our partnership agreement will be included in the", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1748773_2020.htm (CIK: 1748773, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00343", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nINDEX TO CONSOLIDATED FINANCIAL STATEMENTS\nSIEBERT FINANCIAL CORP.\nSiebert 2020 Form-10K 33\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nTo the Shareholders and the Board of Directors of Siebert Financial Corp:\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated statements of financial condition of Siebert Financial Corp. & Subsidiaries (the Company) as of December 31, 2020 and 2019, the related consolidated statements of income, changes in stockholders' equity, and cash flows for the years then ended, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.\nBasis for Opinion\nThese consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.\nOur audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.\nCritical Audit Matters\nThe critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.\nDeferred Tax Asset valuation allowance\nAs described in Note 16 to the consolidated financial statements, the Company\u2019s consolidated net deferred tax asset balance of $4,857,000 primarily related to net operating loss carryforwards. As disclosed by management, the Company has evaluated whether it is more likely than not that some portion or the entire deferred tax asset will be realiz", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 65596_2020.htm (CIK: 65596, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00344", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Consolidated Financial Statements and Supplementary Data\nInformation required by this Item is included beginning on page.\nItem 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1634452_2020.htm (CIK: 1634452, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00345", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors.\nSummary of Risk Factors\nBelow is a summary of the principal factors that make an investment in our common stock speculative or risky. This summary does not address all the risks we face. Additional discussion of the risks summarized in this risk factor summary and other risks that we face, can be found below under the heading \u201cRisk Factors\u201d and should be carefully considered, together with other information in this Annual Report and our other filings with the SEC, before making an investment decision regarding our common stock.\nFinancial Risks Related to Our Business\n\u2022The COVID-19 pandemic and its effects could adversely impact our business, results of operations, liquidity and financial condition, and the magnitude and timing of such impact is highly uncertain and difficult to predict.\n\u2022If we are unable to continue to manage the growth of our diverse and complex operations, our financial performance may suffer.\n\u2022Because we recognize subscription revenue over the term of the applicable client agreement, a decline in subscription renewals or new service agreements may not be reflected immediately in our operating results.\n\u2022Transactions relating to our Convertible Notes may adversely affect our financial condition and operating results.\n\u2022If we are not able to integrate past or future acquisitions successfully, our operating results and prospects could be harmed.\n\u2022Variability in our sales and activation cycles could result in fluctuations in our quarterly results of operations and cause our stock price to decline.\n\u2022Many of our clients are price sensitive, and if market dynamics require us to change our pricing model or reduce prices, our operating results will be harmed.\n\u2022Economic trends that affect the rental housing market may have a negative effect on our business.\n\u2022We may require additional capital to support business growth or acquisitions, and this capital might not be available on terms acceptable to us or at all.\n\u2022A significant decline in our cash flow could impair our ability to make payments under our debt obligations.\n\u2022We generate commission revenue from the insurance policies we sell as a registered insurance agent, and if insurance premiums decline or if the insureds experience greater than expected losses, our revenues could decline and our operating results could be harmed.\nOperational Risks Related to Our Business\n\u2022The nature of our platform is complex and highly integrated, and if we fail to successfully manage releases or integrate new solutions, it could harm our revenues, operating income and reputation.\n\u2022Our business depends substantially on the renewal of our products and services for on demand units managed by our clients and the increase in the use of our on demand products and services for on demand units.\n\u2022We may not be able to continue to add new clients and retain and increase sales to our existing clients, which could adversely affect our operating results.\n\u2022If we are unable to successfully develop or acquire and sell enhancements and new solutions, our revenue growth will be harmed, and we may not be able to meet profitability expectations.\n\u2022Any disruption of service at our data centers or other facilities could interrupt or delay our clients\u2019 access to our solutions, which could harm our operating results.\n\u2022Interruptions or delays in service from our third-party data center providers could impair our ability to deliver certain of our products to our clients, resulting in client dissatisfaction, damage to our reputation, loss of clients, limited growth and reduction in revenue.\n\u2022We provide service level commitments to our clients, and our failure to meet the stated service levels could significantly harm our revenue and our reputation.\n\u2022Material defects or errors in the software we use to deliver our solutions could harm our reputation, result in significant costs to us and impair our ability to sell our solutions.\n\u2022Failure to effectively manage the development, sale and suppor", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1286225_2020.htm (CIK: 1286225, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00346", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.\nThe following combined discussion is separately filed by OGE Energy and OG&E. However, OG&E does not make any representations as to information related solely to OGE Energy or the subsidiaries of OGE Energy other than itself.\nIntroduction\nOGE Energy is a holding company with investments in energy and energy services providers offering physical delivery and related services for both electricity and natural gas primarily in the south central U.S. OGE Energy conducts these activities through two business segments: (i) electric utility and (ii) natural gas midstream operations. The accounts of OGE Energy and its wholly-owned subsidiaries, including OG&E, are included in OGE Energy's consolidated financial statements. All intercompany transactions and balances are eliminated in such consolidation. OGE Energy generally uses the equity method of accounting for investments where its ownership interest is between 20 percent and 50 percent and it lacks the power to direct activities that most significantly impact economic performance.\nOG&E. OGE Energy's electric utility operations are conducted through OG&E, which generates, transmits, distributes and sells electric energy in Oklahoma and western Arkansas. OG&E's rates are subject to regulation by the OCC, the APSC and the FERC. OG&E was incorporated in 1902 under the laws of the Oklahoma Territory and is a wholly-owned subsidiary of OGE Energy. OG&E is the largest electric utility in Oklahoma, and its franchised service territory includes Fort Smith, Arkansas and the surrounding communities. OG&E sold its retail natural gas business in 1928 and is no longer engaged in the natural gas distribution business.\nEnable. OGE Energy's natural gas midstream operations segment represents OGE Energy's investment in Enable. The investment in Enable is held through wholly-owned subsidiaries and ultimately OGE Holdings. Enable is primarily engaged in the business of gathering, processing, transporting and storing natural gas. Enable's natural gas gathering and processing assets are strategically located in four states and serve natural gas production in the Anadarko, Arkoma and Ark-La-Tex Basins. Enable also owns crude oil gathering assets in the Anadarko and Williston Basins. Enable has intrastate natural gas transportation and storage assets that are located in Oklahoma as well as interstate assets that extend from western Oklahoma and the Texas Panhandle to Louisiana, from Louisiana to Illinois and from Louisiana to Alabama. At December 31, 2020, OGE Energy owned 111.0 million common units, or 25.5 percent, of Enable's outstanding units. Enable's general partner is equally controlled by OGE Energy and CenterPoint, who each have 50 percent management ownership. Based on the 50/50 management ownership, with neither company having control, OGE Energy accounts for its interest in Enable using the equity method of accounting. For additional information on OGE Energy's equity investment in Enable and related party transactions, see Notes 5 and 6 within \"Item 8. Financial Statements and Supplementary Data.\"\nEnable's business is impacted by commodity prices which have declined and otherwise experienced significant volatility in recent years. Commodity prices impact the drilling and production of natural gas and crude oil in the areas served by Enable's systems, and the volumes on Enable's systems can be negatively impacted if producers decrease drilling and production in those areas served. Both Enable's gathering and processing segment and Enable's transportation and storage segment can be affected by drilling and production. Enable's gathering and processing segment primarily serves producers, and many producers utilize the services provided by Enable's transportation and storage segment. A decrease in volumes on Enable's systems due to a decrease in drilling or production by Enable's producer customers could", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 74145_2020.htm (CIK: 74145, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00347", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk.\nAs a smaller reporting company, the Company is not required to provide the information required by this item.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1393540_2020.htm (CIK: 1393540, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00348", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF OPERATIONS\nThe Company has no operations or revenue as of the date of this Report. We are currently in the process of developing a business plan. Management intends to explore and identify viable business opportunities within the U.S. including seeking to acquire a business in a reverse merger. Our ability to effectively identify, develop and implement a viable plan for our business may be hindered by risks and uncertainties which are beyond our control, including without limitation, the continued negative effects of the coronavirus pandemic on the U.S. and global economies. For more information about the risk of Covid-19 on our business, see Item 1.A. - \u201cRisk Factors\u201d.\nPlan of Operation\nThe Company has no operations from a continuing business other than the expenditures related to running the Company, and has no revenue from continuing operations as of the date of this Report.\nManagement intends to explore and identify business opportunities within the U.S., including a potential acquisition of an operating entity through a reverse merger, asset purchase or similar transaction. Our Chief Executive Officer has experience in business consulting, although no assurances can be given that he can identify and implement a viable business strategy or that any such strategy will result in profits. Our ability to effectively identify, develop and implement a viable plan for our business may be hindered by risks and uncertainties which are beyond our control, including without limitation, the continued negative effects of the coronavirus pandemic on the U.S. and global economies. For more information about the risk of coronavirus on our business, see Item 1A \u201cRisk Factors.\u201d\nWe do not currently engage in any business activities that provide revenue or cash flow. During the next 12 month period we anticipate incurring costs in connection with investigating, evaluating, and negotiating potential business combinations, filing SEC reports, and consummating an acquisition of an operating business.\nGiven our limited capital resources, we may consider a business combination with an entity which has recently commenced operations, is a developing company or is otherwise in need of additional funds for the development of new products or services or expansion into new markets, or is an established business experiencing financial or operating difficulties and is in need of additional capital. Alternatively, a business combination may involve the acquisition of, or merger with, an entity which desires access to the U.S. capital markets.\nAs of the date of this Report, our management has not had any discussions with any representative of any other entity regarding a potential business combination. Any target business that is selected may be financially unstable or in the early stages of development. In such event, we expect to be subject to numerous risks inherent in the business and operations of a financially unstable or early stage entity. In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk or in which our management has limited experience, and, although our management will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks.\nOur management anticipates that we will likely only be able to effect one business combination due to our limited capital. This lack of diversification will likely pose a substantial risk in investing in the Company for the indefinite future because it will not permit us to offset potential losses from one venture or operating territory against gains from another. The risks we face will likely be heightened to the extent we acquire a business operating in a single industry or geographical region.\nWe anticipate that the selection of a business combination will be a complex a", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1492617_2020.htm (CIK: 1492617, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00349", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data\nThe following selected historical consolidated financial data below should be read in conjunction with Part II, Item 7, \"Management's Discussion and Analysis of Financial Condition and Results of Operations\" and the historical consolidated financial statements and related notes thereto included in Part II, Item 8 of this Annual Report on Form 10-K to fully understand factors that may affect the comparability of the information presented below. The selected consolidated financial data in this section are not intended to replace the consolidated financial statements and are qualified in their entirety by the consolidated financial statements and related notes included in this Annual Report on Form 10-K.\nNotes to the Selected Financial Data table:\n(1) Net income (loss) attributable to Adient includes the following significant items. Refer to Note 18, \"Segment Information,\" of the notes to consolidated financial statements for more information on the individual items below.\n(2) Adient earnings per share for 2016 were calculated using the number of shares that were distributed to the former Parent shareholders upon the separation (93,671,810 shares).\n(3) Total debt to capitalization represents total debt divided by the sum of total debt and equity attributable to Adient.\n(4) Net (gain) loss on business transactions in fiscal 2020 includes a $21 million loss on sale of RECARO automotive high performance seating, a $ 4 million loss on the deconsolidation of Adient Aerospace and a $12 million gain associated with the Yanfeng transaction, and in fiscal 2017 includes a $151 million net gain related to a previously held interest in a China affiliate that is recorded in equity income.\nAdient plc | Form 10-K | 27\n(5) Fiscal 2020 restructuring and impairment charges include a $231 million non-cash pre-tax impairment of the YFAI investment (recorded within equity income), a $24 million non-cash pre-tax impairment related to China intangible assets, $21 million of non-cash pre-tax assets held for sale impairments, $8 million of other non-cash pre-tax long-lived asset impairments and a $185 million restructuring charge. Fiscal 2019 restructuring and impairment charges include a $66 million non-cash pre-tax impairment charge related to long-lived assets in the seat structure and mechanism operations, an $18 million non-cash pre-tax impairment charge related to assets held for sale ($6 million in the Americas and $12 million in Asia) and a $92 million restructuring charge. Fiscal 2018 restructuring costs and impairment charges include a $1,086 million of non-cash pre-tax charges related to seat structure and mechanism operations ($787 million relates to long-lived assets and $299 million relates to goodwill), a $358 million non-cash pre-tax impairment charge of the YFAI investment (recorded within equity income), a $49 million non-cash pre-tax impairment charge related to assets held for sale and a $46 million restructuring charge. Amounts in years prior to fiscal 2018 primarily relate to restructuring charges. Refer to Note 5, \"Property, Plant and Equipment,\" Note 6, \"Goodwill and Other Intangible Assets,\" Note 15, \"Restructuring and Impairment Costs,\" Note 16, \"Impairment of Long-Lived Assets,\" and Note 19, \"Nonconsolidated Partially-Owned Affiliates,\" of the notes to the consolidated financial statements for more information.\n(6) One-time tax expense items in fiscal 2020 primarily relates to establishing valuation allowances in certain jurisdictions and other one-time charges. One-time tax expense items in fiscal 2019 primarily relate to establishing valuation allowances of $297 million and the impact of adjusting year-to-date tax expense of $50 million to reflect the higher estimated annual effective tax rate resulting from the establishment of the valuation allowances. One-time tax expense items in fiscal 2018 primarily relate to establishing valuation allowances of $555 million and the impact of U.S. tax ref", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: tax expense, tax rate. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00350", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation.\nSummary Compensation Table\nThe table below summarizes all compensation awarded to, earned by, or paid to our named executive officers for all services rendered in all capacities to us for the fiscal year ended August 31, 2020 and 2019.\nOur Board of Directors determines the compensation given to our executive officers in their sole determination. Our Board of Directors reserves the right to pay our executive or any future executives a salary, and/or issue them shares of our Common Stock in consideration for services rendered and/or to award incentive bonuses which are linked to our performance, as well as to the individual executive officer\u2019s performance. This may also include long-term stock-based compensation to certain executives, which is intended to align the performance of our executives with our long-term business strategies. Additionally, while our Board of Directors has not granted any performance-based stock options to date, our Board reserves the right to grant such options in the future, if our Board, in its sole determination believes such grants would be in the best interest of our Company.\nEmployment Agreements\nWe do not have any employment or consulting agreement with any directors or officers.\nStock Options\nWe have not granted any stock options to our executive officers since inception.\nDirector Compensation\nOur Board of Directors does not currently receive any consideration for their services as members of our Board. Our Board reserves the right in the future to award the members of our Board cash and/or stock based consideration for their services to our Company, which awards, if granted shall be in the sole determination of our Board.\nRetirement Plans\nOur Company currently maintains no plans for its executive officers or employees that provide for payments or other benefits at, following or in connection with retirement.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1765651_2020.htm (CIK: 1765651, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00351", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6.\t SELECTED FINANCIAL DATA\nPREPARED BY PATRICK OUR DREAM IS PRICELESS...Where do I place public value on...\nhttps://www.clonesbydrones.com https://www.clonesbycar.com (s) https://www.mycbdpets.com\nand my other dreams.\nNO PUBLIC DILUTION IN 2020 - ALL YEAR, and ALL YEAR IN 2021 GO ASK FINRA.\nACCESS-POWER & CO., INC. (An Emerging Growth Company MICRO CAP)\nUNAUDITED - REVIEWED by HR & Block only 2019\nBalance Sheets Comps YEAR over YEAR Our last quartertly report filed Sepetember 30, 2020 is on file with the SEC.\nWe plan to file our 2020 tax return soon in 2021 for the THIRD year in a row with H&R Block.\nAssets (UNAUDITED - self reported in TRUST)\nDECEMBER 31, 2020 December 31, 2019 ------------------ ------------------ (unaudited) Current assets: Cash $ 32,700.13 $ 1,138.73 CDs Accounts receivable $ 0 $ 0 Prepaid expenses Hollistic Legendary Seeds $ 2,000.00 $ 1,000.00 --------------------------------------- Total current assets $ 34,700.00 $ 2,138.73 ----------------------------------------\nProperty and equipment, net ACCR Car - 1 BMW ONLY NOW $ *10,000.00 $ 1,000.00 (sold at approx. $25,000.00 NET)\nOther assets $ 0 $ 0 --------------------------------------- Total assets $ 44,700.13 $ 3,138.73 ================================== ==================================\nLiabilities and Stockholders' Equity (Deficit) Current liabilities:\nAccounts payable and accrued expenses rent $ 1,500.00 $ 1,500.00 Cable, Internet, and TV $ 185.00 $ 185.00 Electricity, Gas, Water, and Sewer $ 100.00 $ 100.00\nMarketing Expenses (includes THE BMW) $500.00 $ 500.00 Food, Office supplies, etc $ 100.00 $ 100.00\nCurrent portion of long-term debt - - Total current liabilities $ 0 $ 0\nBMW debt as of 12/31/2020 $13,908.00 affiliate DIRECTOR owned.\nConvertible debentures/notes and Warrants $ 0 $ 0 ------------------ ------------------\nWe are working on RETAINED EARNINGS continuation from 2002 last reported financial earnings and statements.\nTotal short term liabilities MONTHLY (($ 2,385.00)) (($ 2,385.00)) --------------------------------------- ---------------------------------------\n*One 2010 BMW 650i M Tuned Racing Sport Edition NET EQUITY est $10,000.00\n*The BMW is in a private name AFFILIATE that at the stroke of a PEN, becomes the 100% wholly owned asset/debt as reported.\nGO ACCR!!! PREPARED BY PATRICK\nStockholders' equity (deficit): Common stock, $.001 par value, authorized 300,000,000 shares, issued and outstanding 244,144,121 and 300,000,000 shares as of December 31st, 2019 and Dec 31, 2020\nACCR TREASURY OF COMMON STOCK IS SOLID STEEL STRUCTURE NO PUBLIC DILUTION 2020 and 2021\nPar Value of Equity Structure $ 300,000.00 $ 244,144.12 ==============================\nACCR Total liabilities and stockholders' equity (deficit) $ 300,000.00 $ 244,144.12 ============================\nACCESS-POWER, INC CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)\nFISCAL YEAR ENDED 4th QTR 2020 December 31st, 2020 CASH FLOW OF OPERATIONS\nPatrick J Jensen Personal Donation One TIME DONATION paid in capital $ 0 $ 25,000.00\nREVENUE BADLY IMPACTED BY COVID-19 $ 0 $ 20,561.00 One time CAPITAL GRANT $ 0 $ 14,000.00 COST OF REVENUE \t $0 $ 0 -------------------------------------------------------------------------------- GROSS PROFIT (LOSS) $ 0 $ 34,561.00\nOPERATING EXPENSES\nSelling, general and administrative exp rent, and utilities \t $ 2,385.00 28,200.00 Consulting fees \t\t $2,500.00 2,500.00 Professional fees and related expenses $ 0.00 0.00 TOTAL OPERATING EXPENSES $4,885.00 $ 30,700.00 Salaries to Patrick J. Jensen\t \t $0 $ 1.00 Fair value of derivative liability \t $0 $ 0.00 OTHER INCOME nonreCURRING $0 $ 0 Gain on debt extinguishment \t $ 0.00 INCOME BEFORE PROVISION FOR nil\t $3,861.00 INCOME TAXES PROVISION FOR INCOME TAXES treated as prepaid expense on balance sheet \t\t\t \tnil $ 0.00 NET (LOSS) INCOME \t nil $3,861.00 BASIC (LOSS) INCOME PER SHARE DILUTED (LOSS) INCOME PER SHARE nil $3,861.00 WEIGHTED AVERAGE COMMON SHARES OUTSTANDING BASIC 300,000,000 shares 300,00", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1041588_2020.txt (CIK: 1041588, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00352", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nThe information required by this item will be set forth in the Proxy Statement, which is expected to be filed no later than 120 days after the end of our fiscal year ended December 31, 2020 and is incorporated in this report by reference.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1721947_2020.htm (CIK: 1721947, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00353", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nON24, INC.\nINDEX TO CONSOLIDATED FINANCIAL STATEMENTS\nReport of Independent Registered Public Accounting Firm\nConsolidated Balance Sheets\nConsolidated Statements of Operations\nConsolidated Statements of Comprehensive Income (Loss)\nConsolidated Statements of Convertible Preferred Stock and Stockholders' Deficit\nConsolidated Statements of Cash Flows\nNotes to Consolidated Financial Statements\nReport of Independent Registered Public Accounting Firm\nTo the Board of Directors and Stockholders\nON24, Inc.:\nOpinion on the Consolidated Financial Statements\nWe have audited the accompanying consolidated balance sheets of ON24, Inc. and subsidiaries (the Company) as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive income (loss), convertible preferred stock and stockholders\u2019 deficit, and cash flows for each of the years in the three-year period ended December 31, 2020, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2020, in conformity with U.S. generally accepted accounting principles\nChange in Accounting Principle\nAs discussed in Note 1 to the consolidated financial statements, the Company has changed its method of accounting for revenue from contracts with customers and sales commissions as of January 1, 2019, due to the adoption of Financial Accounting Standards Board\u2019s Accounting Standards Codification (ASC) Topic 606, Revenue from Contracts with Customers, and Subtopic 340-40, Other Assets and Deferred Costs - Contracts with Customers.\nBasis for Opinion\nThese consolidated financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.\n/s/ KPMG LLP\nWe have served as the Company's auditor since 2009.\nSan Francisco, California\nMarch 29, 2021\nON24, INC.\nCONSOLIDATED BALANCE SHEETS\n(In thousands, except share and per share amounts)\nThe accompanying notes are an integral part of these consolidated financial statements.\nON24, INC.\nCONSOLIDATED STATEMENTS OF OPERATIONS\n(in thousands, except share and per share data)\nThe accompanying notes are an integral part of these consolidated financial statements.\nON24, INC.\nCONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)\n(in thousands)\nThe accompanying notes are an integral part of these consolidated financial statements.\nON24, INC.\nCONSOLIDATED STATEMENTS OF", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1110611_2020.htm (CIK: 1110611, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00354", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7.\nMANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nThe following analysis of our financial condition and results of operations should be read in conjunction with our financial statements and the notes thereto contained elsewhere in this Form 10-K.\nOVERVIEW\nGeneral\nWe are an externally-managed, agricultural real estate investment trust (\u201cREIT\u201d) that is engaged in the business of owning and leasing farmland. We are not a grower of crops, nor do we typically farm the properties we own. We currently own 137 farms comprised of 101,079 acres across 13 states in the U.S. We also own several farm-related facilities, such as cooling facilities, packinghouses, processing facilities, and various storage facilities.\nWe conduct substantially all of our activities through, and all of our properties are held, directly or indirectly, by, Gladstone Land Limited Partnership (the \u201cOperating Partnership\u201d). Gladstone Land Corporation controls the sole general partner of the Operating Partnership and currently owns, directly or indirectly, 100.0% of the units of limited partnership interest in the Operating Partnership (\u201cOP Units\u201d). In addition, we have elected for Gladstone Land Advisers, Inc. (\u201cLand Advisers\u201d), a wholly-owned subsidiary of ours, to be treated as a taxable REIT subsidiary (\u201cTRS\u201d).\nGladstone Management Corporation (our \u201cAdviser\u201d) manages our real estate portfolio pursuant to an advisory agreement, and Gladstone Administration, LLC (our \u201cAdministrator\u201d), provides administrative services to us pursuant to an administration agreement. Our Adviser and our Administrator collectively employ all of our personnel and pay directly their salaries, benefits, and general expenses.\nAs of February 23, 2021:\n\u2022we owned 137 farms comprised of 101,079 total acres across 13 states in the U.S.;\n\u2022our occupancy rate (based on gross acreage) was 100.0%, and our farms were leased to 81 different, unrelated third-party tenants growing over 55 different types of crops;\n\u2022the weighted-average remaining lease term across our agricultural real estate holdings was 6.7 years; and\n\u2022the weighted-average term to maturity of our notes and bonds payable was 9.7 years, and the weighted-average remaining fixed-price term of our borrowings was 5.9 years, with an expected weighted-average effective interest rate of 3.38% over that term.\nPortfolio Diversity\nSince our initial public offering in January 2013 (the \u201cIPO\u201d), we have expanded our portfolio from 12 farms leased to 7 different, unrelated third-party tenants to a current portfolio of 137 farms leased to 81 different, unrelated third-party tenants who grow over 55 different types of crops on our farms. While our focus remains in farmland suitable for growing fresh produce annual row crops, we have also diversified our portfolio into farmland suitable for other crop types, including permanent crops (e.g., almonds, blueberries, pistachios, and wine grapes) and, to a lesser extent, certain commodity crops (e.g., beans and corn).\nThe acquisition of additional farms since our IPO has also allowed us to further diversify our portfolio geographically. The following table summarizes the geographic locations (by state) of our farms owned and with leases in place as of December 31, 2020 and 2019 (dollars in thousands):\n(1)According to the California Chapter of the American Society of Farm Managers and Rural Appraisers, there are eight distinct growing regions within California; our farms are spread across six of these growing regions.\nLeases\nGeneral\nMost of our leases are on a triple-net basis, an arrangement under which, in addition to rent, the tenant is required to pay the related taxes, insurance costs, maintenance, and other operating costs. Our leases generally have original terms ranging from 3 to 10 years for farms growing row crops and 7 to 15 years for farms growing permanent crops (in each case, often with options to extend the lease further). Rent is generally payable to u", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1495240_2020.htm (CIK: 1495240, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00355", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data.\nOur financial statements, accompanying notes and Report of Independent Registered Public Accounting Firm are included in this Annual Report on Form 10-K beginning on page, which are incorporated in this Item 8 by reference.\nItem 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1477845_2020.htm (CIK: 1477845, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00356", "source": "edgar", "source_license": "public_domain", "text": "Item 7A.Quantitative and Qualitative Disclosures about Market Risk\nDiscussion of this item is included in Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1037646_2020.htm (CIK: 1037646, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00357", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data\n(1)\nOperating results in 2020 were significantly impacted by the global COVID-19 pandemic. Net income in 2020 included a $51 pre-tax goodwill impairment charge, a $33 pre-tax gain on notes receivable conversion and subsequent adjustment of shares to fair value and a $8 charge attributable to net discrete tax items.\n(2)\nNet income in 2019 included pension settlement charges of $259 attributable to the termination of certain U.S. and Canadian defined benefit pension plans and a $135 benefit attributable to net discrete tax items. The increase in total assets in 2019 is primarily attributable to the acquisition of the Oerlikon Drive Systems (ODS) segment of the Oerlikon Group. The increase in total debt, less debt issuance costs is primarily attributable to taking out additional debt to finance the acquisition of ODS.\n(3)\nNet income in 2018 included a $20 charge attributable to the impairment of intangible assets used in research and development activities and a $67 benefit attributable to net discrete tax items.\n(4)\nNet income in 2017 included a $27 charge attributable to the divestiture of our Brazil suspension components business and a $159 charge attributable to net discrete tax items, including a charge of $186 associated with a reduction of net deferred tax assets to reflect expected realization at the lower U.S corporate tax rate of 21% rather than the previous rate of 35%.\n(5)\nNet income in 2016 includes a $77 loss attributable to the divestiture of Dana Companies, LLC and a $476 benefit attributable to net discrete tax items, including a benefit of $501 associated with the release of valuation allowances against U.S. deferred taxes.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: deferred tax, tax rate. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00358", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\nThe following table sets forth our selected historical consolidated financial data for the periods and as of the dates indicated. You should read this information together with Item 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1642081_2020.htm (CIK: 1642081, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00359", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nThe information required in Part III, Item 11 will be under the headings \u201cDirector Compensation,\u201d \u201cNamed Executive Officer Compensation\u201d and \u201cCommittees of the Board of Directors\u201d in the Company\u2019s definitive proxy statement for the 2021 Annual Meeting of Shareholders, incorporated herein by reference.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1746109_2020.htm (CIK: 1746109, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00360", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.\nYou should read this discussion together with our financial statements and notes included elsewhere in this Report. In addition to historical information, the following discussion contains forward-looking information that involves risks and uncertainties. Our actual future results could differ materially from those presently anticipated due to a variety of factors, including those discussed in Item 1A of this Report.\nGeneral\nWe develop and sell devices that use \u201cspintronics,\u201d a nanotechnology that relies on electron spin rather than electron charge to acquire, store, and transmit information. We manufacture high-performance spintronic products including sensors and couplers to revolutionize data sensing and transmission. We also receive contracts for research and development and are a licensor of spintronic magnetoresistive random access memory technology, commonly known as MRAM.\nApplication of Critical Accounting Policies and Estimates\nIn accordance with SEC guidance, those material accounting policies that we believe are the most critical to an investor\u2019s understanding of our financial results and condition and require complex management judgment are discussed below.\nInvestment Valuation\nOur investments consist primarily of corporate obligations. We have generally invested excess cash in high-quality investment grade long-term marketable securities with less than five years to maturity. We classify all of our marketable securities as available-for-sale, thus securities are recorded at fair value and any associated unrealized gain or loss, net of tax, is included as a separate component of shareholders\u2019 equity, \u201cAccumulated other comprehensive income.\u201d If we judged a decline in fair value for any security to be other than temporary, the cost basis of the individual security would be written down and a charge recognized to net income. The fair values for our securities are determined based on quoted market prices as of the valuation date and observable prices for similar assets. We consider a number of factors in determining whether other-than-temporary impairment exists, including: credit market conditions; the credit ratings of the securities; historical default rates for securities of comparable credit rating; the presence of insurance of the securities and, if insured, the credit rating and financial condition of the insurer; the effect of market interest rates on the value of the securities; and the duration and extent of any unrealized losses. We also consider the likelihood that we will be required to sell the securities prior to maturity based on our financial condition and anticipated cash flows. If any of these conditions and estimates change in the future, or, if different estimates are used, the fair value of the investments may change significantly and could result in other-than-temporary decline in value, which could have an adverse impact on our results of operations.\nInventory Valuation\nInventories are stated at the lower of cost or net realizable value. Cost is determined by the first in, first out method. Where there is evidence that inventory could be disposed of at less than carrying value, the inventory is written down to the net realizable value in the current period. Additionally, we periodically examine our inventory in the context of inventory turnover, sales trends, competition and other market factors, and we record provisions to inventory reserve when we determine certain inventory is unlikely to be sold. If reserved inventory is subsequently sold, corresponding reductions in inventory and inventory reserves are made. Our inventory reserve was $210,000 as of March 31, 2020 and $190,000 as of March 31, 2019.\nDeferred Tax Assets Estimation\nIn determining the carrying value of our net deferred tax assets, we must assess the likelihood of sufficient future taxable income in certain tax jurisdictions, based on ", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: deferred tax, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00361", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nThe following discussion should be read together with the accompanying Consolidated Financial Statements and Notes to the Consolidated Financial Statements thereto included in Part II Item 8, \u201cFinancial Statements.\u201d Readers are cautioned the statements, estimates, projections or outlook contained in this report, including discussions regarding financial prospects, economic conditions, trends and uncertainties contained in this Item 7, may constitute forward-looking statements within the meaning of the PSLRA. These forward-looking statements involve risks and uncertainties which may cause our actual results to differ materially from the expectations expressed or implied in the forward-looking statements. A description of some of the risks and uncertainties can be found further below in this Item 7 and in Part I, Item 1A, \u201cRisk Factors.\u201d\nDiscussions of year-over-year comparisons between 2019 and 2018 are not included in this Form 10-K and can be found in Part II, Item 7, \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d of the Company\u2019s Form 10-K for the fiscal year ended December 31, 2019.\nEXECUTIVE OVERVIEW\nGeneral\nUnitedHealth Group is a diversified health care company with a mission to help people live healthier lives and help make the health system work better for everyone. Our two complementary businesses - Optum and UnitedHealthcare - are driven by this unified mission and vision to improve health care access, affordability, experiences and outcomes for the individuals and organizations we are privileged to serve.\nWe have four reportable segments across our two business platforms, Optum and UnitedHealthcare:\n\u2022OptumHealth;\n\u2022OptumInsight;\n\u2022OptumRx; and\n\u2022UnitedHealthcare, which includes UnitedHealthcare Employer & Individual, UnitedHealthcare Medicare & Retirement, UnitedHealthcare Community & State and UnitedHealthcare Global.\nFurther information on our business and reportable segments is presented in Part I, Item 1, \u201cBusiness\u201d and in Note 14 of the Notes to the Consolidated Financial Statements included in Part II, Item 8, \u201cFinancial Statements.\u201d\nCOVID-19 Trends and Uncertainties\nThe COVID-19 pandemic continues to evolve and the ultimate impact on our business, results of operations, financial condition and cash flows remains uncertain. During the second quarter, the global health system experienced unprecedented levels of care deferral, which impacted all of our businesses. As the pandemic advanced, access to and demand for care was most constrained from mid-March through April, began to recover in May and June and restored to near normal seasonal levels in the third quarter. Care patterns continued to normalize in the fourth quarter, returning to, and even exceeding, seasonal baselines, including COVID-19 treatment and testing costs, towards the end of the quarter. The temporary deferral of care experienced in 2020 may cause care patterns to moderately exceed normal baselines in future periods as utilization of health system capacity continues to increase. From time to time, health system capacity may be subject to possible increased volatility due to the pandemic. Specific trends and uncertainties related to our two business platforms are as follows:\nOptum. The temporary deferral of care impacted the Optum businesses for the year ended December 31, 2020. For example, our fee-for-service care delivery business, such as traditional procedure work at our ambulatory surgery centers, was negatively impacted, while our risk-based care delivery business performance reflected lower demand for care. Our OptumInsight and OptumRx volume-based businesses were negatively impacted by the lower level of care encounters which took place, as well as by broader economic factors, contributing to lower managed services and prescription volume. As the health system returned to normal seasonally adjusted levels ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 731766_2020.htm (CIK: 731766, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00362", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nYou should carefully read the risks described below and other information in this Form 10-K in order to understand certain of the risks of our business.\nOverview of Risk Factors\nWe have three business segments, water utility, electric utility and contracted services, each of which are subject to different risks as further discussed below. We are also subject to risks frequently encountered by businesses of our size.\nRegulated Water and Electric Utility Operations\nGSWC\u2019s and BVESI\u2019s revenues depend substantially on the rates and charges we are permitted to recover from our customers and the timing of that recovery. Decisions of the CPUC also could result in impairment charges and customer refunds, and delays in recovering costs in rates. Some of the factors impacting our ability to obtain rate recovery on a timely basis include opposition to rate increases arising out of increased costs for replacing aging infrastructure and increased costs associated with addressing climate change risks, such as drought and wildfires in California, costs incurred in connection with complying with water quality regulations, costs incurred in connection with complying with the COVID-19 pandemic, and costs incurred in connection with costs of obtaining and complying with franchise agreements with local governmental agencies and the costs of obtaining permits from local and federal governmental agencies. There may also be increased customer opposition to rate increases due to customer dissatisfaction with conservation rate structures, public safety power shutdowns and the closure of some customer service offices due to COVID-19 governmental shut-down orders.\nOur water and electric utility services are provided in California. As a result, our financial results are largely subject to political, water supply, labor, utility cost and regulatory risks, economic conditions, natural disasters (which may increase as a result of climate change), and other risks affecting California businesses. Our assets are also subject to condemnation in California.\nContract Services Operations\nAll our contract services are provided to the U.S. government pursuant to the terms of 50-year firm, fixed-price contracts subject to annual economic price adjustments. These contracts may be terminated or services suspended at any time for convenience of the government. We are subject to penalties for failure to conform or comply with U.S. government regulations and the terms of our contracts and may be suspended or debarred for such failure to comply. The fees that we may charge are adjusted annually and in response to our requests for equitable adjustments. We have experienced delays in obtaining price and equitable adjustments, as well as delays in being paid by the U.S. government.\nWe are also responsible for complying with water quality and wastewater quality regulations on military bases.\nWe compete with other companies in bidding on providing utility services on military bases and costs associated with bidding on new contracts for providing water and wastewater services at military bases. We submit bids on new government contracts for military bases based on estimates of cost and potential profit. Our estimates and judgment are important, for in the event we overpay to obtain a contract we could incur losses on it.\nOther Business Risks\nWe may be subject to financial losses, penalties and other liabilities if we fail to operate and maintain safe work sites, equipment and facilities, including losses, damages, penalties and other liabilities arising from wildfires, other natural disasters and terrorist activities. We may not be able to recover all these losses from insurance or from ratepayers or may experience delays in obtaining recovery for these losses.\nWe are also subject to other business risks typical of our business, including:\n\u2022Security risks, data protection and cyber-attacks that could disrupt our operations, increase our expenses, result in ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1056903_2020.htm (CIK: 1056903, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00363", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A.\nRISK FACTORS.\nCertain factors may have a material adverse effect on our business, financial condition and results of operations. Investors should carefully consider the risks and uncertainties described below, together with all of the other information contained in this Annual Report on Form 10-K and other reports we file with the Securities and Exchange Commission (the \u201cSEC\u201d) pursuant to the Securities Exchange Act of 1934, as amended (the \u201cExchange Act\u201d), including our historical and financial statements and related notes. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business. If any of the following risks or uncertainties actually occurs, our business, financial condition, results of operations, liquidity, cash flows and prospects could be materially and adversely affected. As a result, the price of our common stock could decline significantly, and an investor could lose all or part of its investment in our common stock. The risks discussed below include forward-looking statements, and our actual results may differ substantially from those discussed in these forward-looking statements.\nRisk Related to Our Business and Our Industry\nPublic health epidemics or outbreaks, such as COVID-19, could materially and adversely impact our business.\nIn December 2019, a novel strain of coronavirus (COVID-19) emerged in Wuhan, Hubei Province, China. While initially the outbreak was largely concentrated in China and caused significant disruptions to its economy, it has now spread to several other countries and infections have been reported globally.\nBecause COVID-19 infections have been reported worldwide, certain national, state and local governmental authorities have issued stay-at-home orders, proclamations and/or directives aimed at minimizing the spread of COVID-19. Additional, more restrictive proclamations and/or directives may be issued in the future. As a result, certain Company internal operations communications and accounting operations have been disrupted by these \u201cstay at home\u201d orders, which have affected the timing of certain new business development activities (the Company had previously liquidated the Feuris Fund A AUM during the third quarter of 2019).\nThe ultimate impact of the COVID-19 pandemic on the Company\u2019s operations is unknown and will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of the COVID-19 outbreak, new information which may emerge concerning the severity of the COVID-19 pandemic, and any additional preventative and protective actions that governments, or the Company, may direct, which may result in an extended period of continued business disruption and reduced operations. Any resulting financial impact cannot be reasonably estimated at this time but could be anticipated to have a material adverse impact on our business, financial condition and results of operations.\nThe measures taken to date will impact the Company\u2019s business for the fiscal first and second quarters and potentially beyond. The significance of the impact of the COVID-19 outbreak on the Company\u2019s business and the duration for which it may have an impact cannot be determined at this time.\nGeneral Risks\nThe use of the Company's software (\"Software\") will be subjected to different degrees of economic, political, foreign exchange, interest rates, liquidity, repatriation, volatility default and regulatory risks, depending on each relevant model. NAHD's proprietary trainable trading algorithm software signals generated are based on factual inputs and information from the market and are not deemed as financial advices. Past results are not necessarily indicative of future results. Notwithstanding the use of our Proprietary Trainable Trading Algorithms (\"Series of Algorith", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1485029_2020.htm (CIK: 1485029, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00364", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A.\nRISK FACTORS\nYou should carefully consider the following factors, which could materially affect our business, financial condition or results of operations. You should read these Risk Factors in conjunction with \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d in Item 7 and our consolidated financial statements and the related notes to those statements included in Item 8.\nRisks Related to the COVID-19 Pandemic\nThe COVID-19 pandemic has adversely affected and could continue to adversely affect our business and results of operations.\nThe COVID-19 pandemic and related government restrictions imposed by federal, state and local governments have and may continue to impact customer traffic at our shops, may make it more difficult to staff our shops and, in more severe cases, may cause a temporary inability to obtain supplies, increase commodity costs or cause closures of our affected shops, possibly for prolonged periods of time. While some of our shops remained fully operational, the majority were temporarily only open for delivery, pick-up, take-out or drive-thru services for extended periods, as we were required to close or reduce service hours or access to many of our shops to comply with government restrictions. We have also implemented temporary closures, modified hours or reductions in on-site staff, resulting in cancelled shifts for some of our employees. COVID-19 has also adversely affect our ability to implement our business strategy, including our ability to build in both new and existing markets, increase brand awareness and expand our franchising efforts. These changes and any additional changes may materially adversely affect our business or results of operations, and may impact our liquidity or financial condition, particularly if these changes are in place for a significant amount of time.\nIn addition, our operations could be disrupted if any of our employees or employees of our franchisees were suspected of having COVID-19 since this could require us or our franchisees to quarantine some or all such employees or close and disinfect our shop facilities. If a significant percentage of our workforce or the workforce of our franchisees are unable to work, including because of illness or travel or government restrictions in connection with pandemics or disease outbreaks, our operations may be negatively impacted, potentially materially adversely affecting our business, liquidity, financial condition or results of operations.\nFurthermore, the risk of contracting COVID-19 has caused employees and guests to avoid gathering in public places, which has had, and could further have, adverse effects on our shop guest traffic or the ability to adequately staff shops, in addition to the measures we have already taken with respect to moving certain of our shops to delivery, pick-up or drive-thru only service. We would also be adversely affected if government authorities impose additional restrictions on public gatherings, human interactions, operations of restaurants or mandatory closures, seek voluntary closures, restrict hours of operations or impose curfews, restrict the import or export of products or if suppliers issue mass recalls of products. Currently, several states and municipalities in the U.S. where we operate have temporarily restricted the operation of restaurants in light of COVID-19. Any future additional regulation or requirements with respect to the compensation of our employees could also have an adverse effect on our business. Such perceived risk of infection or health risk may adversely affect our business, liquidity, financial condition and results of operations.\nAdditionally, our results of operations are materially affected by conditions in the credit and financial markets and the economy generally. Global credit and financial markets have experienced extreme volatility and disruptions as a result of the COVID-19 pandemic including diminished liquidity and credi", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1195734_2020.htm (CIK: 1195734, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00365", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nIncorporated by reference to the Company\u2019s proxy statement for its annual stockholders meeting to be held on May 20, 2021 and to be filed with the SEC within 120 days after December 31, 2020.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1385280_2020.htm (CIK: 1385280, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00366", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nTo the Board of Directors and Stockholders of\nMadison Avenue Holdings Inc.\nOpinion on the Financial Statements\nWe have audited the accompanying balance sheets of Madison Avenue Holdings Inc. (the \u201cCompany\u201d) as of December 31, 2020 and 2019 and the related statements of operations, stockholders\u2019 equity (deficiency), and cash flows for the years ended December 31, 2019 and 2019, and the related notes (collectively referred to as the \u201cfinancial statements\u201d). In our opinion, the financial statements present fairly, in all material respects, the financial position of Madison Avenue Holdings Inc. as of December 31, 2020 and 2019 and the results of its operations and cash flows for the years ended December 31, 2020 and 2019 in conformity with accounting principles generally accepted in the United States.\nBasis for Opinion\nThese financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s financial statements based on my audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (\u201cPCAOB\u201d) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor are we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company\u2019s internal control over financial reporting. Accordingly, we express no such opinion.\nOur audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.\nGoing Concern Uncertainty\nThe accompanying financial statements referred to above have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company\u2019s present financial situation raises substantial doubt about its ability to continue as a going concern. Management\u2019s plans in regard to this matter are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.\nCritical Audit Matters\nCritical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgements. We determined that there were no critical audit matters.\nFreeport, New York\nMarch 29, 2021\nI have served as the Company\u2019s auditor since 2005.\nMADISON AVENUE HOLDINGS INC.\nBalance Sheets\nMADISON AVENUE HOLDINGS INC.\nStatements of Operations\nSee notes to financial statements.\nMADISON AVENUE HOLDINGS INC.\nStatements of Changes in Stockholders' Equity (Deficiency)\nSee notes to financial statements.\nMA", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1284196_2020.htm (CIK: 1284196, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00367", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7.\nMANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.\nSee the information under the caption \u201cManagement\u2019s Discussion and Analysis\u201d on pages 24 - 38.\nITEM 7A.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 315189_2020.htm (CIK: 315189, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00368", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nThe information required by this Item begins on page of this Annual Report on Form 10-K and is incorporated herein by reference.\nITEM 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1350073_2020.htm (CIK: 1350073, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00369", "source": "edgar", "source_license": "public_domain", "text": "Item 1A.\nRISK FACTORS\nWe are subject to certain risks and events that, if one or more occur, could adversely affect our results of operations, cash flows and financial condition, and the trading price of our common stock, par value $0.01 per share (\u201cCommon Stock\u201d). In evaluating us, our business and a potential investment in our securities, you should consider the following risk factors and the other information presented in this report, as well as the other reports and registration statements we file from time to time with the SEC. The risks addressed below are not the only ones we face. Additional risks not currently known to us or that we currently believe to be immaterial could also adversely impact our business.\nIndustry Risks\nWe May Experience Pricing Variability\nOur businesses have experienced, and are likely to continue experiencing, cycles relating to industry capacity and general economic conditions. The length and magnitude of these cycles have varied over time and by product. Prices for our products are driven by many factors, including general economic conditions, demand for our products and competitive conditions in the industries within which we compete, and we have little influence over the timing and extent of price changes, which may be unpredictable and volatile. If supply exceeds demand, prices for our products could decline, and our results of operations, cash flows and financial condition, and the trading price of our Common Stock could be adversely affected. For example, we believe that the trading price of our Common Stock has been adversely affected in recent years due, in part, to concerns about announcements by certain of our competitors of planned additional capacity in the North American containerboard market, as well as the subsequent implementation of certain of those plans.\nCertain published indices (including those published by Pulp and Paper Week (\u201cPPW\u201d)) contribute to the setting of selling prices for some of our products. PPW is a limited survey that may not accurately reflect changes in market conditions for our products. Changes in how PPW is maintained, or other indices are established or maintained, could adversely impact the selling prices for these products.\nOur Earnings Are Highly Dependent on Volumes\nBecause our operations generally have high fixed operating cost components, our earnings are highly dependent on volumes, which tend to fluctuate. These fluctuations make it difficult to predict our financial results with any degree of certainty. Volumes for certain of the products that we produce were significantly impacted in fiscal 2020 by COVID-19. The pandemic has affected our operational and financial performance and the extent of its effect on our operational and financial performance will continue to depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration, scope and severity of the pandemic, the actions taken to contain or mitigate its impact, and the direct and indirect economic efforts of the\npandemic and related containment measures, among others. Any failure to maintain volumes may adversely affect our results of operations, cash flows and financial condition, and the trading price of our Common Stock.\nWe May Face Increased Costs For, or Inadequate Availability of, Raw Materials, Energy and Transportation\nWe rely heavily on the use of certain raw materials, energy sources and third-party companies to transport our goods.\nThe costs of recycled fiber and virgin fiber, the principal externally sourced raw materials for our paper mills, are subject to pricing variability due to market and industry conditions. Demand for recycled fiber has fluctuated and may increase due to, among other factors, the addition of new recycled paper mill capacity, increasing demand for products packaged in packaging produced from paper manufactured from 100% recycled fiber and the shift by manufacturers of virgin paperboard, tissue, ne", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1732845_2020.htm (CIK: 1732845, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00370", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nYou should read the following discussion of our financial condition and results of operations together with the audited consolidated financial statements and notes to the financial statements included elsewhere in this Annual Report on Form 10-K. This discussion contains forward-looking statements that involve risks and uncertainties. The forward-looking statements are not historical facts, but rather are based on current expectations, estimates, assumptions and projections about our industry, business and future financial results. Our actual results could differ materially from the results contemplated by these forward-looking statements due to a number of factors, including those discussed under \u201cRisk Factors\u201d in Part I, Item 1A above.\nBusiness and Executive Overview\nArlo combines an intelligent cloud infrastructure and mobile app with a variety of smart connected devices that is transforming the way people experience the connected lifestyle. Arlo\u2019s deep expertise in product design, wireless connectivity, cloud infrastructure and cutting-edge AI capabilities focuses on delivering a seamless, smart home experience for Arlo users that is easy to setup and interact with every day. Our cloud-based platform provides users with visibility, insight and a powerful means to help protect and connect in real-time with the people and things that matter most, from any location with a Wi-Fi or a cellular connection. Since the launch of our first product in December 2014, we have shipped over 19.2 million smart connected devices, and as of December 31, 2020, our smart platform had approximately 5.0 million cumulative registered accounts across more than 100 countries around the world.\nWe conduct business across three geographic regions-the Americas; Europe, Middle-East and Africa (\u201cEMEA\u201d); and Asia Pacific (\u201cAPAC\u201d) and we primarily generate revenue by selling devices through retail, wholesale distribution, wireless carrier channels, security solution providers, Arlo's direct to consumer store and paid subscription services. International revenue was 28.4%, 26.6% and 22.6% of our revenue for the years ended December 31, 2020, 2019 and 2018, respectively.\nFor the years ended December 31, 2020, 2019 and 2018, we generated revenue of $357.2 million, $370.0 million and $464.9 million, respectively. Loss from operations was $104.9 million, $85.2 million, $74.8 million for the years ended December 31, 2020, 2019 and 2018, respectively. Income (loss) from operations for the years ended December 31, 2020, 2019 and 2018 included separation expense of $0.2 million, $1.9 million and $27.3 million, respectively. Income (loss) from operations for the years ended December 31, 2020 and 2019 included gain on sale of business of $0.3 million and $54.9 million, respectively.\nOur goal is to continue to develop innovative, world-class connected lifestyle solutions to expand and further monetize our current and future user and subscriber bases. We believe that the growth of our business is dependent on many factors, including our ability to innovate and launch successful new products on a timely basis and grow our installed base, to increase subscription-based recurring revenue, to invest in brand awareness and channel partnerships and to continue our global expansion. We expect to maintain our investment in research and development going forward as we continue to introduce new and innovative products and services to enhance the Arlo platform.\nKey Business Metrics\nIn addition to the measures presented in our consolidated financial statements, we use the following key metrics to evaluate our business, measure our performance, develop financial forecasts and make strategic decisions. In 2019, management\u2019s incentive compensation was partially determined using certain of these key business metrics. We believe these key business metrics provide useful information by offerin", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1736946_2020.htm (CIK: 1736946, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00371", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk\nPolicies and Procedures\nAs an element of our normal business practice, we have established policies and procedures for managing our exposure to changes in interest rates.\nThe objective in managing exposure to interest rate changes is to limit the impact of interest rate changes on earnings and cash flow and to make overall borrowing costs more predictable. To achieve this objective, we may use interest rate hedge transactions or other interest rate hedge instruments to manage the net exposure to interest rate changes related to our portfolio of borrowings and to balance our fixed rate compared with variable rate debt. We did not enter into any interest rate hedge transactions or instruments during the past three years.\nInterest Rate Risk\nWe are exposed to market risk principally due to changes in interest rates related to our borrowings, cash and cash equivalents, marketable securities, and pension assets and liabilities.\nBorrowings\nDebt with interest rate risk includes borrowings under our Senior Credit Facility. As of December 31, 2020, our debt principal amounts excluding finance lease obligations totaled $608.5 million: $300.0 million, or 49%, was at a fixed rate of 2.25%; and $308.5 million, or 51%, was at a variable rate of 1.90%.\nThe following table summarizes the estimated fair value and principal amount for outstanding debt obligations excluding finance lease obligations:\nThe fair value of the 2\u00bc% Notes was determined using broker quotes that are based on open markets for our debt securities (Level 2 securities). The fair value of the term loan at December 31, 2020, was estimated based on a third-party model used to derive a relative value price using comparable corporate loans within the same industry, credit quality, and currency. At December 31, 2019, the term loan carrying value approximated fair value.\nCash and Marketable Securities\nWe also have exposure to changes in interest rates related to interest earned and market value on our cash and cash equivalents and marketable securities. Our cash and cash equivalents and marketable securities consist of cash, time deposits, money market funds, and investment grade corporate debt securities. Our investment policy and strategy are focused on preservation of capital and supporting our liquidity requirements. Changes in U.S. interest rates affect the interest earned on our cash and cash equivalents and marketable securities, and the market value of those securities.\nPension Assets and Liabilities\nOur tax-qualified pension assets and liabilities are subject to interest rate risk. The interest rate risk related to our tax-qualified pension assets and liabilities can be found in the \"Retirement Benefit Plans\" discussion above.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 40888_2020.htm (CIK: 40888, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00372", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\nThe selected financial data set forth below has been derived from the Company\u2019s audited consolidated financial statements.\nThe information presented below is only a summary and does not provide all of the information contained in our historical financial statements, including the related notes. You should read the information below in conjunction with \"Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\" and our historical financial statements, including the related notes, included elsewhere in this report.\n(1) The year ended December 31, 2019 includes cumulative and undeclared dividends of $0.4 million on the Company's 8.000% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock as of December 31, 2019.\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1514281_2020.htm (CIK: 1514281, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00373", "source": "edgar", "source_license": "public_domain", "text": "Item 11: Executive Compensation\nCompensation Discussion and Analysis\nIntroduction\nThis Compensation Discussion and Analysis (CD&A) presents information related to the Bank's compensation program for its Principal Executive Officer (the CEO) and other Named Executive Officers (other Executives and/or NEO). The information includes, among other things, the objectives of the Bank's compensation program and the elements of compensation the Bank provides to its CEO and other Executives.\nThe Bank's Board has determined that it is necessary to consider the nature, level, and cumulative effect of all elements of the Bank's compensation and benefits program to establish each element of the program at the appropriate level.\n2020 Compensation Philosophy\nThe Bank's compensation program is designed to:\n\u2022Attract, motivate, and retain staff critical to the Bank's long-term success and thereby\n\u2022Enable the Bank to meet its public policy mission while balancing the evolving needs of customers and shareholders.\nFor 2020, the Bank's CEO and other Executives were compensated through a mix of base salary, incentive compensation awards, benefits, and perquisites. Base salary was the core component of the total compensation package. The Bank's executive compensation for the CEO and other Executives was benchmarked against three peer groups: (1) commercial banks (using a \u201cDivisional Head\u201d benchmark); (2) other FHLBanks (using an \u201cOverall Functional Heads\u201d benchmark); and (3) named executive officer benchmarks from publicly traded banks/financial institutions with $10 billion to $20 billion in assets (using \u201cSalary Rank\u201d and \u201cJob Specific\u201d matches).\nThe peer group data was collected and analyzed by the Bank\u2019s compensation consultant, McLagan, an Aon Hewitt company. For certain positions, when considering data from the larger peer group companies, and with input from McLagan, applicable job specific benchmarks for the Bank\u2019s CEO and other Executives were identified, as they were determined to be market comparable and represented realistic employment opportunities. Typically, the identified positions at the larger peer group institutions were at a lower level than the comparative Bank executive officer title (e.g., comparison of the CEO position to a COO or similar position(s) at such larger peer group companies). The Bank targets the median total compensation for the benchmarked positions. See the table below setting forth the peer companies used in benchmarking both base salary and incentive compensation. As the Bank is a cooperative, it does not offer equity-based compensation as is typically offered in publicly traded financial services institutions; however, the Bank\u2019s incentive compensation and enhanced retirement benefits taken together for the CEO and other Executives provide a competitive compensation package.\nFor 2020, the Bank executive officer incentive compensation plan (in which the CEO and other Executives participated) continued to be aligned with market practices and provided for deferral of 50% of the incentive award, with payment of such deferred amount contingent on the Bank meeting ongoing performance criteria over the long-term performance period.\nAs part of an overall review of the Bank's compensation programs, the Bank evaluated the various aspects of these programs, taking into consideration associated risk as it pertains to the expectations and goals of each element of compensation. The Bank does not offer commission or similar bonus compensation programs. The Bank does, however, offer incentive compensation plans with performance goals that are consistent with the risk appetite of the Bank. Additionally, to encourage long term performance, the Bank's incentive compensation plans for its CEO and other Executives require deferred payment of a portion of earned incentive compensation and condition the payment of these deferred amounts upon future Bank performance. Details regarding the 2020 incentive compensation goals are discuss", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1330399_2020.htm (CIK: 1330399, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00374", "source": "edgar", "source_license": "public_domain", "text": "Item 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK\nWe are exposed to various market risks, including potential losses arising from adverse changes in market prices and rates, such as various commodity prices and foreign exchange rates. We do not enter into derivatives or other financial instruments for trading or speculative purposes.\nOur primary financial instruments are cash and cash equivalents. This includes cash in banks and highly rated, liquid money market investments. We believe those instruments are not subject to material potential near-term losses in future earnings from reasonably possible near-term changes in market rates or prices.\nCommodity Price Risk\nOur products are made using various purchased components and several basic raw materials, including brass ingot, scrap steel, sand and resin. We expect prices for these items to fluctuate based on marketplace demand and our product margins and level of profitability may fluctuate whether or not we pass changes in purchased component and raw material costs on to our customers.\nInfrastructure experienced a 13% decrease in the average cost per ton of scrap steel and a 9% decrease in the average cost of brass ingot in 2020 compared to 2019. Technologies was also favorably affected by the 9% decrease in the average cost of brass ingot. See \u201cItem 1A. RISK FACTORS-The prices of our purchased components and raw materials can be volatile.\u201d\nCurrency Risk\nOur principal assets, liabilities and operations outside the U.S. are in Israel, Canada and China. These assets and liabilities are translated into U.S. dollars at currency exchange rates in effect at the end of each period, with the effect of such translation reflected in other comprehensive loss. Our stockholders\u2019 equity will fluctuate depending upon the weakening or strengthening of the U.S. dollar against these non-U.S. currencies. Net sales and expenses of these subsidiaries are translated into U.S. dollars at the average currency exchange rate during the period. At September 30, 2020, $222.5 million of our net assets were denominated in non-U.S. currencies.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1350593_2020.htm (CIK: 1350593, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00375", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation.\nWe incorporate the information required by this Item 11 by reference to the definitive proxy statement for our 2021 annual meeting of shareholders, to be filed with the SEC.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1477845_2020.htm (CIK: 1477845, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00376", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7.\nManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nThis discussion and analysis reflects our consolidated financial statements and other relevant statistical data, and is intended to enhance your understanding of our financial condition and results of operations. The information in this section has been derived from the consolidated financial statements, which appear elsewhere in this annual report. You should read the information in this section in conjunction with the other business and financial information provided in this annual report.\nOur financial performance between the 2020 and 2019 periods was generally impacted by our acquisition of ABB Financial Group, Inc. (\u201cABB\u201d) and its wholly owned banking subsidiary, Affinity Bank, in January 2020. Our results of operations and average balances for the 2020 periods include partial period contributions from the acquisition, as compared to no contribution from the acquisition in the 2019 periods.\nOverview\nTotal assets increased $531.3 million, or 166.4%, to $850.6 million at December 31, 2020 from $319.3 million at December 31, 2019. The increase was primarily due to increases in loans and cash and cash equivalents, as a result of our acquisition of ABB and Affinity Bank in January 2020, the origination of PPP loans, and increases in cash equivalents resulting from the deposit of PPP loan proceeds into customers\u2019 accounts at Affinity Bank. Loans increased $344.3 million, or 138.9%, to $592.3 million at December 31, 2020 from $248.0 million at December 31, 2019. Cash and cash equivalents increased to $178.3 million at December 31, 2020, from $48.1 million at December 31, 2019. Securities available-for-sale increased to $24.0 million at December 31, 2020, from $3.8 million at December 31, 2019 due to the acquisition of ABB Financial and Affinity Bank.\nNet income increased $2.7 million, or 769.9%, to $3.1 million for the year ended December 31, 2020, compared to $355,000 for the year ended December 31, 2019. The increase was due primarily to an increase in interest income on loans, due to our acquisition of ABB and Affinity Bank in January 2020, partially offset by increases in interest expense on deposits and noninterest expenses. Net interest income before provision for loan losses increased $12.5 million, primarily as a result of an increase in interest income on loans. The provision for loan losses increased to $2.0 million for the year ended December 31, 2020, in light of the COVID-19 pandemic and its effects on economic conditions, compared to no provision for the year ended December 31, 2019. Noninterest income increased $511,000, or 31.1%, to $2.2 million for the year ended December 31, 2020 from $1.6 million for the year ended December 31, 2019, primarily as a result of an increase in service charges on deposit accounts. Noninterest expenses increased $7.4 million, or 52.9%, to $21.4 million for the year ended December 31, 2020, from $14.0 million for the year ended December 31, 2019, primarily as a result of increases in salaries and employee benefits, occupancy, data processing, legal and accounting, and other noninterest expenses. Income tax expense increased by $821,000 for the year ended December 31, 2020, as a result of increased income before income taxes.\nA rise in interest rates will present us with a slight challenge in managing our interest rate risk. As a general matter, our interest-bearing liabilities reprice or mature more quickly than our interest-earning assets, which can result in interest expense increasing more rapidly than increases in interest income as interest rates rise. Therefore, increases in interest rates may adversely affect our net interest income and net economic value, which in turn would likely have an adverse effect on our results of operations. As described in \u201c-Management of Market Risk,\u201d our net interest income and our net economic value would decrease as a result of an instantaneous increase", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax expense. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00377", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nINTRODUCTION\nThe following discussion should be read in conjunction with our Consolidated Financial Statements and Notes to Consolidated Financial Statements included in Item 15 of this Annual Report on Form 10-K.\nBUSINESS OVERVIEW\nQAD (QAD, the Company, we or us) is a leader in cloud-based enterprise software solutions for global manufacturing companies. Our solutions, called QAD Adaptive Applications, are designed specifically for automotive suppliers, life sciences, consumer products, food and beverage, high technology and industrial products manufacturers. QAD software offers a full set of core manufacturing enterprise resource planning and supply chain planning capabilities. Our architecture, called the QAD Enterprise Platform, allows manufacturers to upgrade existing functionality by module; and extend or create new applications, providing manufacturers with the flexibility they need to innovate and rapidly adapt to change.\nWe have four principal sources of revenue:\n\u2022\nSubscription of QAD Adaptive Applications through our cloud offering in a Software as a Service (SaaS) model as well as other hosted applications;\n\u2022\nLicense purchases of QAD Adaptive Applications;\n\u2022\nMaintenance and support, including technical support, training materials, product enhancements and upgrades; and\n\u2022\nProfessional services, including implementations, technical and application consulting, training, migrations and upgrades.\nWe operate primarily in the following four geographic regions: North America, Latin America, EMEA and Asia Pacific. In fiscal 2020, approximately 49% of our total revenue was generated in North America, 29% in EMEA, 15% in Asia Pacific and 7% in Latin America. The majority of our revenue is generated from global customers who have operations in multiple countries throughout the world. A significant portion of our revenue and expenses are derived from international operations which are primarily conducted in foreign currencies. As a result, changes in the value of foreign currencies relative to the U.S. dollar have impacted our results of operations and may impact our future results of operations. At January 31, 2020, we employed approximately 1,920 employees worldwide, of which 630 employees were based in North America, 610 employees in EMEA, 570 employees in Asia Pacific and 110 employees in Latin America.\nOur customer base and our target markets are primarily global manufacturing companies; therefore, our results are heavily influenced by the state of the manufacturing economy on a global basis. As a result, our management team monitors several economic indicators, with particular attention to the Global and Country Purchasing Managers\u2019 Indexes (PMI). The PMI is a survey conducted on a monthly basis by polling businesses that represent the makeup of respective sectors. Since most of our customers are manufacturers, our revenue has historically correlated with fluctuations in the manufacturing PMI. Global macro-economic trends and manufacturing spending are important barometers for our business, and the health of the U.S., Western European and Asian economies have a meaningful impact on our financial results.\nWe are transitioning our business model from selling perpetual licenses to providing access to our software on a subscription basis as part of our cloud offering. During fiscal 2020, we closed most of our new customer deals in the cloud. Subscription revenue grew 17% in fiscal 2020 compared to fiscal 2019 and our twelve-month trailing subscription billings grew by 23%, with a three-year compound annual growth rate (CAGR) of 29%. In addition, we have converted approximately 20% of our existing customers from on-premises licenses to our cloud solutions. Recurring revenue, which we define as subscription revenue plus maintenance revenue, accounted for 73% of total revenue for fiscal 2020. By reducing our customers\u2019 up-front costs and", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1036188_2020.htm (CIK: 1036188, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00378", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nWe face a variety of risks and uncertainties in our business. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also become important factors that affect our business. If any of the following risks occurs, our business, financial statements and future growth prospects could be materially and adversely affected.\nRisks Related to our Financial Position and Need for Additional Capital\nWe have incurred significant losses since our inception, and anticipate that we will continue to incur significant losses and cannot guarantee when, if ever, we will become profitable or attain positive cash flows.\nInvestment in pharmaceutical product development and commercialization is highly speculative because it entails upfront capital expenditures and significant risk that a product candidate will fail to gain marketing approval or that an approved product will not be commercially viable. Since our inception, we have devoted most of our resources to research and development, including our preclinical and clinical development activities and, following the merger, or the Merger, whereby Keryx Biopharmaceuticals, Inc., or Keryx, became a wholly owned subsidiary of ours, commercialization. We have financed our operations primarily through sales of equity securities, our strategic collaborations and, following the Merger, product revenues, a royalty monetization transaction and debt. Prior to the Merger, we had no products approved for commercial sale and had not generated any revenue from the sale of products. We are not currently profitable and have incurred net losses each year since our inception, including net losses of $383.5 million for the year ended December 31, 2020. As of December 31, 2020, we had an accumulated deficit of $1.2 billion. We cannot guarantee when, if ever, we will become profitable. Our ability to generate product revenue and achieve profitability depends significantly on our success in many areas, including the following:\n\u2022developing, commercializing and marketing Auryxia, vadadustat, if approved, and any other product or product candidate, including those that may be in-licensed or acquired;\n\u2022obtaining marketing approvals for vadadustat and any other product candidate, including those that may be in-licensed or acquired, and the timing of such approvals, and maintaining marketing approvals for Auryxia and any other product, including those that may be in-licensed or acquired;\n\u2022developing sustainable and scalable manufacturing processes for Auryxia, vadadustat and any other product or product candidate, including those that may be in-licensed or acquired;\n\u2022establishing and maintaining supply and manufacturing relationships with third parties that can provide adequate products that are compliant with good manufacturing practices, or GMPs, and services to support the clinical development and the market demand for Auryxia, vadadustat, if approved, and any other product and product candidate, including those that may be in-licensed or acquired;\n\u2022obtaining sufficient pricing and reimbursement for Auryxia, vadadustat and any other product or product candidate, including those that may be in-licensed or acquired, from private and governmental payors;\n\u2022obtaining market acceptance of Auryxia, vadadustat and any other product candidate, including those that may be in-licensed or acquired;\n\u2022the size of any market in which Auryxia, vadadustat and any other product or product candidate, including those that may be in-licensed or acquired, receives approval and obtaining adequate market share in those markets;\n\u2022competing effectively with any competitive products and any disruptive technologies;\n\u2022identifying, assessing, acquiring, in-licensing and/or developing new product candidates;\n\u2022negotiating favorable terms in any transaction into which we may enter, including collaboration, merger, acquisition and licensing arrangements;\n\u2022maintaining, protecting an", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1517022_2020.htm (CIK: 1517022, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00379", "source": "edgar", "source_license": "public_domain", "text": "Item 7A.Quantitative and Qualitative Disclosures About Market Risk\nWe are exposed to market risk for the effect of interest rate changes, foreign currency fluctuations, and changes in the market values of our investments. Information relating to quantitative and qualitative disclosures about market risk is set forth below and in Item 7 of Part II, \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources.\u201d\nInterest Rate Risk\nOur exposure to market risk for changes in interest rates relates primarily to our investment portfolio and our long-term debt. Our long-term debt is carried at amortized cost and fluctuations in interest rates do not impact our consolidated financial statements. However, the fair value of our debt, which pays interest at a fixed rate, will generally fluctuate with movements of interest rates, increasing in periods of declining rates of interest and declining in periods of increasing rates of interest.\nWe generally invest our excess cash in AAA-rated money market funds and investment grade short- to intermediate-term fixed income securities. Fixed income securities may have their fair market value adversely affected due to a rise in interest rates, and we may suffer losses in principal if forced to sell securities that have declined in market value due to changes in interest rates. The following table provides information about our cash equivalents and marketable fixed income securities, including principal cash flows by expected maturity and the related weighted-average interest rates as of December 31, 2020 (in millions, except percentages):\nAs of December 31, 2020, we had long-term debt with a face value of $33.2 billion, including the current portion, primarily consisting of fixed rate unsecured senior notes. See Item 8", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1018724_2020.htm (CIK: 1018724, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00380", "source": "edgar", "source_license": "public_domain", "text": "Item 6.\nSelected Financial Data\nFive Years Ended July 25, 2020 (in millions, except per-share amounts)\n(1)\nIn the second quarter of fiscal 2019, we completed the sale of the Service Provider Video Software Solutions (SPVSS) business. As a result, revenue from the SPVSS business did not recur in future periods. Revenue for the years ended July 27, 2019 and July 28, 2018 include SPVSS revenue of $168 million and $903 million, respectively.\n(2)\nIn connection with the Tax Cuts and Jobs Act (\u201cthe Tax Act\u201d), we recorded an $872 million charge which was the reversal of the previously recorded benefit associated with the U.S. taxation of deemed foreign dividends recorded in fiscal 2018 as a result of a retroactive final U.S. Treasury regulation issued during the fourth quarter of fiscal 2019.\n(3)\nIn fiscal 2018, Cisco recorded a provisional tax expense of $10.4 billion related to the enactment of the Tax Act comprised of $8.1 billion of U.S. transition tax, $1.2 billion of foreign withholding tax, and $1.1 billion re-measurement of net deferred tax assets and liabilities (DTA).\n(4)\nIn the second quarter of fiscal 2016, Cisco completed the sale of the SP Video CPE Business. As a result, revenue from this portion of the Service Provider Video product category did not recur in future periods. The sale resulted in a pre-tax gain of $253 million net of certain transaction costs. The year ended July 30, 2016 includes SP Video CPE Business revenue of $504 million.\n(5)\nIn fiscal 2016 Cisco recognized total tax benefits of $593 million for the following: i) the Internal Revenue Service (IRS) and Cisco settled all outstanding items related to Cisco\u2019s federal income tax returns for fiscal 2008 through fiscal 2010, as a result of which Cisco recorded a net tax benefit of $367 million; and ii) the Protecting Americans from Tax Hikes Act of 2015 reinstated the U.S. federal R&D tax credit permanently, as a result of which Cisco recognized tax benefits of $226 million.\nAt the beginning of fiscal 2019, we adopted Accounting Standards Codification (ASC) 606, a new accounting standard related to revenue recognition, using the modified retrospective method to those contracts that were not completed as of July 28, 2018.\nNo other factors materially affected the comparability of the information presented above.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax expense, deferred tax, tax benefit. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00381", "source": "edgar", "source_license": "public_domain", "text": "Item 11.\nEXECUTIVE COMPENSATION\nInformation with respect to this item is incorporated herein by reference to the Company's definitive proxy statement for its 2020 annual meeting of stockholders.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 914122_2020.htm (CIK: 914122, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00382", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk\nWe are exposed to market risks associated with changes in foreign currency exchange rates due to our significant international operations. While the majority of our revenue contracts are denominated in or indexed to the U.S. dollar, certain contracts or portions of certain contracts, most notably within our contract operations segment, are exposed to foreign currency fluctuations. Approximately 85% of revenues in our contract operations segment are denominated in or indexed to the U.S. dollar. The currencies for which we have our largest exchange rate exposures are related to changes in the Argentine Peso and the Brazilian Real. During the year ended December 31, 2020, a devaluation of the Argentine Peso and Brazilian Real of approximately 29% and 22%, respectively, resulted in a decrease in revenue in our contract operations segment of approximately $6.1 million and $8.3 million, respectively. The impact of foreign currency risk on income for these contracts is generally mitigated by matching costs with revenues in the same currency.\nAdditionally, the net assets and liabilities of these operations are exposed to changes in foreign currency exchange rates. These operations may also have net assets and liabilities not denominated in their functional currency, which exposes us to changes in foreign currency gains and exchange rates that impact income. We recorded foreign currency losses of $5.9 million and $3.8 million in our statements of operations during the years ended December 31, 2020 and 2019, respectively. Our foreign currency losses are primarily due to exchange rate fluctuations related to monetary asset and liability balances denominated in currencies other than the functional currency, including foreign currency exchange rate changes recorded on intercompany obligations. Foreign currency losses during the years ended December 31, 2020 and 2019 included translation gains of $4.1 million and $0.3 million respectively, related to the functional currency remeasurement of our foreign subsidiaries\u2019 non-functional currency denominated intercompany obligations. During the year ended December 31, 2020 and 2019 we entered into forward currency exchange contracts to mitigate exposures in U.S. dollars related to the Argentine Peso and Indonesian Rupiah. As a result of entering into these contracts, we recognized losses of $0.4 million and $0.8 million during the years ended December 31, 2020 and 2019, respectively. Changes in exchange rates may create gains or losses in future periods to the extent we maintain net assets and liabilities not denominated in the functional currency. As of December 31, 2020, we have a total notional value of $23.5 million derivative financial instruments outstanding to mitigate foreign currency risk.\nWe also have exposure to foreign currency exchange risk from the translation of certain international operating units from the local currency into the U.S. dollar. Our comprehensive income for the years ended December 31, 2020 and 2019 included foreign currency translation adjustment losses of $14.4 million and $2.9 million, respectively. A 10% increase in the value of the U.S. dollar relative to foreign currencies would have increased our foreign currency translation adjustment loss by approximately $0.5 million for the year ended December 31, 2020. This sensitivity analysis is inherently limited as it assumes that rates of multiple foreign currencies will always move in the same direction relative to the value of the U.S. dollar.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1635881_2020.htm (CIK: 1635881, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00383", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nAn investment in our common stock contains a high degree of risk. In addition to the other information contained in, or incorporated by reference into, this Form 10-K, including the matters addressed under the caption \u201cForward-Looking Statements\u201d included under \u201cItem 1. Business\u201d above, you should carefully consider the risks described below. If any of the events highlighted in the following risks actually occur, or if additional risks and uncertainties not presently known to us or that we do not currently believe to be material, materialize, our business, results of operations or financial condition would likely suffer. In such an event, the trading price of our common stock could decline, and you could lose all or part of your investment. In assessing these risks, you should also refer to the other information contained in our filings with the SEC and this Form 10-K, including our financial statements and related notes.\nOperational, Strategic, and Reputational Related Risks\nThe outbreak of COVID-19 has led to an economic recession and had other adverse effects on the U.S. economy and has disrupted our operations. The ongoing COVID-19 pandemic has also adversely impacted certain industries in which our clients operate and impaired their ability to fulfill their financial obligations to us. The ultimate impact of the COVID-19 pandemic on our business remains uncertain but may have a material and adverse effect on our business, financial condition, results of operations and growth prospects.\nThe COVID-19 pandemic continues to negatively impact the United States and the world. The spread of COVID-19 has negatively impacted the U.S. economy at large, and small businesses in particular, and has affected our operations. The responses on the part of the U.S. and global governments and populations have created a recessionary environment, reduced economic activity, and caused significant volatility in the global stock markets. We have experienced significant disruptions across our business due to these effects, which may in future periods lead to decreased earnings, significant loan defaults and slowdowns in our loan collections. We expect increased unemployment and recessionary concerns will adversely affect mortgage originations and loan revenue in future periods. The ultimate impact of the COVID-19 pandemic on our business remains uncertain but may have a material and adverse effect on our business, financial condition, results of operations and growth prospects.\nThe outbreak of COVID-19 has resulted in a decline in the businesses of certain of our clients, a decrease in consumer confidence, an increase in unemployment, and a disruption in the services provided by our vendors. Continued disruptions to our clients\u2019 businesses could result in increased risk of delinquencies, defaults, foreclosures, and losses on our loans, negatively impact regional economic conditions, result in declines in local loan demand, liquidity of loan guarantors, the value of loan collateral (particularly in real estate), loan originations, and deposit availability and negatively impact the implementation of our growth strategy. Although the U.S. government introduced, and may introduce in the future, programs designed to soften the impact of COVID-19 on small businesses or provide stimulus checks to individuals, our borrowers may still not be able to satisfy their financial obligations to us.\nIn addition, COVID-19 has impacted and likely will continue to impact the financial ability of businesses and consumers to borrow money, which would negatively impact loan volumes. Certain of our borrowers are in, or have exposure to, the retail shopping center, limited service restaurant, hotel, assisted living and nursing home, and residential rental industries and are located in areas that are, or were, quarantined or under stay-at-home orders. COVID-19 may also have an adverse effect on our commercial real estate portfolio, particularly with ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1470205_2020.htm (CIK: 1470205, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00384", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nSet forth below are the risks that we believe are material to our investors and they should be carefully considered. Those risks are not all of the risks we face, and other factors not presently known to us or that we currently believe are immaterial may also affect our business if they occur. This section contains forward-looking statements. You should refer to the explanation of the qualifications and limitations on forward-looking statements in \"Important Factors Related To Forward-Looking Statements\". For purposes of this \u201cRisk Factor\u201d section, Centers wholly owned by us are referred to as \u201cWholly Owned Centers\u201d and Centers that are partly but not wholly owned by us are referred to as \u201cJoint Venture Centers.\u201d\nRISKS RELATED TO OUR BUSINESS AND PROPERTIES\nThe outbreak of the novel coronavirus (\u201cCOVID-19\u201d) has caused, and could continue to cause, disruptions in the U.S., regional and global economies and has impacted, and could continue to materially and adversely impact, the Company\u2019s financial condition and results of operations and the financial condition and results of operations of its tenants.\nIn March 2020, the World Health Organization declared COVID-19 a global pandemic. COVID-19 has caused, and could continue to cause, widespread disruptions to the United States and global economy and has contributed to significant volatility and negative pressure in financial markets. The global impact of the outbreak is continually evolving and, as additional cases of the virus are identified, many countries, including the United States, have reacted by instituting quarantines, restrictions on travel and/or mandatory closures of businesses. Certain states and cities, including where the Centers are located, have also reacted by encouraging the practice of social-distancing, restricting the size of gatherings and instituting quarantines, restrictions on travel, \u201cstay-at-home\u201d rules, restrictions on types of business that may continue to operate, and/or restrictions on the types of construction projects that may continue.\nThe extent to which COVID-19 impacts the Company\u2019s operations will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of such pandemic, the actions taken to contain the pandemic or mitigate its impact, including the adoption and administration of available COVID-19 vaccines, as well as the effect of any relaxation of current restrictions, all of which could vary by geographic region in which our properties are located, and the direct and indirect economic effects of the pandemic and containment measures, among others. The rapid development and fluidity of this situation precludes any prediction as to the full adverse impact of COVID-19. Nevertheless, COVID-19 has, and may continue to, adversely affect our business, financial condition and results of operations, and it may also have the effect of heightening many of the risks described in this \u201cRisk Factors\u201d section, including:\n\u2022a complete or partial closure of, or other operational issues at, one or more of our Centers resulting from government or tenant action, including continued delays in re-opening or subsequent closures of previously re-opened Centers, which has adversely affected, and is expected to continue to adversely effect, our operations and those of our tenants;\n\u2022reduced economic activity impacting the businesses, financial condition and liquidity of our tenants, which has caused and could continue to cause, one or more of our tenants, including one or more of our Anchors, or one or more of our joint venture partners, to be unable to meet their obligations to us in full, or at all, to otherwise seek modifications of such obligations, including, in the case of our tenants, deferrals or reductions of rental payments, or to declare bankruptcy;\n\u2022decreased levels of consumer spending and consumer confidence during the pandemic, as well as a decre", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 912242_2020.htm (CIK: 912242, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00385", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A.RISK FACTORS\nSummary of Risk Factors\nThe summary below provides a non-exhaustive overview of the risks that if realized could materially harm our business, prospects, operating results and financial condition. This summary is qualified by reference to the full set of risk factors set forth in this Item.\n\u2022Our HoldCo Conversion and related acquisitions or investments could involve unknown risks that could harm our business and adversely affect our financial condition.\n\u2022We rely on information technology in our operations, and any material failure, inadequacy, interruption or security failure of that technology could materially harm our business.\n\u2022We may not be able to achieve the anticipated synergies and benefits from business acquisitions.\n\u2022We are subject to particular risks associated with real estate ownership, which could result in unanticipated losses or expenses.\n\u2022Our revenues may decline due to reductions in Medicare and Medicaid reimbursement rates, changes in healthcare policies, changes in diagnostic imaging regulations and the use of third party benefit managers by states and private payors.\n\u2022Our Diagnostic Services are highly dependent upon the availability of certain radiopharmaceuticals.\n\u2022Operating results may be adversely affected by changes in the costs and availability of supplies and materials.\n\u2022Our quarterly and annual financial results are difficult to predict and are likely to fluctuate.\n\u2022We spend considerable time and money complying with federal and state laws, regulations, and other rules, and if we are unable to fully comply with such laws, regulations, and other rules, we could face substantial penalties.\n\u2022We are subject to risks associated with self-insurance related to health benefits.\n\u2022A portion of our operations are located in a facility that may be at risk from fire, earthquakes, or other disasters.\n\u2022The medical device industry is litigious, which could result in the diversion of our management\u2019s time and efforts, and require us to incur expenses and pay damages that may not be covered by our insurance.\n\u2022If we cannot provide quality technical and applications support, we could lose customers and our business and prospects will suffer.\n\u2022Our long-term results depend upon our ability to improve existing products and services and introduce and market new products and services successfully.\n\u2022Our ability to protect our intellectual property and proprietary technology through patents and other means is uncertain.\n\u2022The measures that we use to protect the security of our intellectual property and other proprietary rights may not be adequate.\n\u2022If we are sued for infringing intellectual property rights of third parties, it would be costly and time consuming, and an unfavorable outcome in that litigation could have a material adverse effect on our business.\n\u2022Our issued patents could be found invalid or unenforceable if challenged in court, at the USPTO or other administrative agency, or in other lawsuits which could have a material adverse impact on our business.\n\u2022We may make financial investments in other businesses that may lose value.\n\u2022We face risks related to health pandemics and other widespread outbreaks of contagious disease, including the novel coronavirus, COVID-19, which could significantly disrupt our operations and impact our financial results.\n\u2022Our goodwill and other long-lived assets are subject to potential impairment that could negatively impact our earnings.\n\u2022The pending sale of DMS Health is subject to closing conditions, the failure of any of which (including failure to obtain certain approvals), could result in our inability to consummate the transaction and, consequently, adversely affect our business, financial condition, results of operations or our stock price.\n\u2022If KBS is unable to maintain or establish its relationships with independent dealers and contractors who sell its homes, KBS revenue could decline.\n\u2022The Company is dependent on its senior management team and other key em", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 707388_2020.htm (CIK: 707388, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00386", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6.SELECTED FINANCIAL DATA\nThe following selected financial data is qualified by reference to, and should be read in conjunction with, the Consolidated Financial Statements, including the notes thereto, and \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d appearing elsewhere in this Annual Report on Form 10-K. The selected Consolidated Statements of Operations and Balance Sheets data for each of the five fiscal years indicated below has been derived from our audited Consolidated Financial Statements.\n(1) Working capital is defined as current assets minus current liabilities.\n(2) As a result of the adoption of ASU 2016-02, Leases (Topic 842), on January 1, 2019, the selected financial data for fiscal year 2019 reflects the recognition of lease assets and liabilities for operating leases with terms of more than twelve months. Prior period amounts were not adjusted and continue to be reported in accordance with our historic accounting policies.\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1336917_2020.htm (CIK: 1336917, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00387", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nThroughout this document, unless the context otherwise requires, the terms \u201cCompany\u201d, \u201cwe\u201d, \u201cus\u201d and \u201cour\u201d refer to StoneX Group Inc. and its consolidated subsidiaries. StoneX Group Inc. was formerly INTL FCStone Inc.\nThe following discussion and analysis should be read in conjunction with the consolidated financial statements and notes thereto appearing elsewhere in this report. This Annual Report on Form 10-K contains \u201cforward-looking statements\u201d within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements involve known and unknown risks and uncertainties, many of which are beyond the control of the Company, including adverse changes in economic, political and market conditions, losses from our market-making and trading activities arising from counterparty failures and changes in market conditions, the possible loss of key personnel, the impact of increasing competition, the impact of changes in government regulation, the possibility of liabilities arising from violations of foreign, U.S. federal and U.S. state securities laws, the impact of changes in technology in the securities and commodities trading industries, the failure to successfully integrate the operations of businesses acquired and the potential impact of the COVID-19 pandemic on our business, operations, results of operations, financial condition, workforce or the operations or decisions of our customers, suppliers or business customers. Although we believe that our forward-looking statements are based upon reasonable assumptions regarding our business and future market conditions, there can be no assurances that our actual results will not differ materially from any results expressed or implied by our forward-looking statements. Factors that might cause such a difference include, among other things, those set forth under \u201cRisk Factors\u201d and those appearing elsewhere in this Form 10-K. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management\u2019s analysis only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. We caution readers that any forward-looking statements are not guarantees of future performance.\nOverview\nWe operate a global financial services network that connects companies, organizations, traders and investors to the global market ecosystem through a unique blend of digital platforms, end-to-end clearing and execution services, high touch service and deep expertise. We strive to be the one trusted partner to our clients, providing our network, product and services to allow them to pursue trading opportunities, manage their market risks, make investments and improve their business performance. Our businesses are supported by our global infrastructure of regulated operating subsidiaries, our advanced technology platform and our team of more than 2,900 employees as of September 30, 2020. We believe our client-first approach differentiates us from large banking institutions, engenders trust and has enabled us to establish leadership positions in a number of complex fields in financial markets around the world. For additional information, see Overview of Business and Strategy within Item 1. Business section of this Annual Report on Form 10-K.\nOn July 31, 2020, we completed the acquisition of Gain Capital Group Inc. (\u201cGain\u201d), an online provider of retail foreign exchange trading and related services. Gain is a provider of innovative trading technology and execution services to retail and institutional investors worldwide, with multiple access points to OTC markets and global exchanges across a wide range of asset classes, including foreign exchange, commodities and global", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 913760_2020.htm (CIK: 913760, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00388", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nThe information required by this Item 11 is included in our Proxy Statement for our 2021 Annual Meeting of Stockholders and is incorporated herein by reference.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 738214_2020.htm (CIK: 738214, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00389", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.\nConsolidated Financial Statements\nNexien BioPharma, Inc.\nFor the years ended June 30, 2020 and 2019\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nTo the Board of Directors and\nStockholders of Nexien BioPharma, Inc.\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheets of Nexien BioPharma, Inc. (the Company) as of June 30, 2020 and 2019, and the related consolidated statements of operations, stockholders\u2019 equity (deficit), and cash flows for each of the years in the two-year period ended June 30, 2020, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2020 and 2019, and the results of its operations and its cash flows for each of the years in the two-year period ended June 30, 2020, in conformity with accounting principles generally accepted in the United States of America.\nBasis for Opinion\nThese financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company\u2019s internal control over financial reporting. Accordingly, we express no such opinion.\nOur audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\nGoing Concern\nThe accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, since inception, the Company has not established any source of revenue to cover operating costs and has suffered net losses that have resulted in an accumulated deficit, which raises substantial doubt about its ability to continue as a going concern. Management\u2019s plans regarding those matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.\nNexien BioPharma, Inc.\nConsolidated Balance Sheets\nJune 30, 2020 and 2019\nThe accompanying notes are an integral part of these consolidated financial statements.\nNexien BioPharma, Inc.\nConsolidated Statements of Operations\nYears Ended June 30, 2020 and 2019\nThe accompanying notes are an integral part of these consolidated financial statements.\nNexien BioPharma, Inc.\nConsolidated Statement of Stockholders\u2019 Equity (Deficit)\nYears ended June 30, 2019 and 2020\nThe accompanying notes are an integral part of these c", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1625288_2020.htm (CIK: 1625288, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00390", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. Financial Statements and Supplementary Data\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nTo the stockholders and the Board of Directors of Renewable Energy Group, Inc.\nOpinions on the Financial Statements and Internal Control over Financial Reporting\nWe have audited the accompanying consolidated balance sheets of Renewable Energy Group, Inc. and subsidiaries (the \"Company\") as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive income, stockholders' equity, and cash flows for each of the three years in the period ended December 31, 2020, and the related notes (collectively referred to as the \"financial statements\"). We also have audited the Company\u2019s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).\nIn our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, because of the effect of the material weakness identified below on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.\nBasis for Opinions\nThe Company\u2019s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management\u2019s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on these financial statements and an opinion on the Company\u2019s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.\nOur audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.\nDefinition and Limitations of Internal Control over Financial", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1463258_2020.htm (CIK: 1463258, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00391", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A: RISK FACTORS.\nThe following risk factors do not purport to be a complete explanation of the risks involved in our business.\nWE MAY NEED ADDITIONAL FINANCING FOR PRODUCT DEVELOPMENT. Our financial resources are sufficient for current operational needs, however, the amount of funding required to develop and commercialize our products and technologies is highly uncertain. Adequate funds may not be available when needed or on terms satisfactory to us. Lack of funds may cause us to delay, reduce and/or abandon certain or all aspects of our development and commercialization programs. We may seek additional financing through the issuance of equity or convertible debt securities. In such event, the percentage ownership of our stockholders would be reduced, stockholders may experience additional dilution, and such securities may have rights, preferences, and privileges senior to those of our Common Stock. There can be no assurance that additional financing will be available on terms favorable to us or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to fund our expansion, take advantage of desirable acquisition opportunities, develop, or enhance services or products or respond to competitive pressures. Such inability could have a materially adverse effect on our business, results of operations and financial conditions.\nWE MAY INFRINGE THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS. The industry in which we operate has many participants that own, or claim to own, proprietary intellectual property. In the past we have received, and in the future may receive, claims from third parties alleging that we, and possibly our customers, violate their intellectual property rights. Rights to intellectual property can be difficult to verify and litigation may be necessary to establish whether or not we have infringed the intellectual property rights of others. In many cases, these third parties are companies with substantially greater resources than us, and they may be able to, and may choose to, pursue complex litigation to a greater degree than we could. Regardless of whether these infringement claims have merit or not, we may be subject to the following:\no We may be liable for potentially substantial damages, liabilities, and litigation costs, including attorneys\u2019 fees;\no We may be prohibited from further use of the intellectual property and may be required to cease selling our products that are subject to the claim;\no We may have to license the third-party intellectual property, incurring royalty fees that may or may not be on commercially reasonable terms. In addition, there is no assurance that we will be able to successfully negotiate and obtain such a license from the third party;\no We may have to develop a non-infringing alternative, which could be costly and delay or result in the loss of sales. In addition, there is no assurance that we will be able to develop such a non-infringing alternative;\no The diversion of management\u2019s attention and resources;\no Our relationships with customers may be adversely affected; and,\no We may be required to indemnify our customers for certain costs and damages they incur in such a claim.\nIn the event of an unfavorable outcome in such a claim and our inability to either obtain a license from the third party or develop a non-infringing alternative, then our business, operating results and financial condition may be materially adversely affected and we may have to restructure our business.\nAbsent a specific claim for infringement of intellectual property, from time to time we have and expect to continue to license technology, intellectual property, and software from third parties. There is no assurance that we will be able to maintain our third-party licenses or obtain new licenses when required and this inability could materially adversely affect our business and operating results and the quality and functionality of our products. In addition, the", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 722572_2020.htm (CIK: 722572, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00392", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nAll financial statements and supplementary data required to be filed hereunder are filed as listed under Item 15(a) of this Annual Report on Form 10-K and are incorporated herein by this reference.\nItem 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1280600_2020.htm (CIK: 1280600, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00393", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk.\nMarket risks are, in most cases, risks that are actively traded in a marketplace and have been well studied in regards to quantification. Market risks include, but are not limited to, changes in interest rates and commodity prices. The Registrants' exposure to changes in interest rates relates primarily to short-term variable-rate debt and commercial paper. The Registrants are exposed to commodity prices in their operations to the extent any fuel price changes are not recovered in customer rates and, for OGE Energy, through its equity investment in Enable.\nRisk Oversight Committee\nManagement monitors market risks using a risk committee structure. OGE Energy's Risk Oversight Committee, which consists primarily of corporate officers, is responsible for the overall development, implementation and enforcement of strategies and policies for all market risk management activities of the Registrants. This committee's emphasis is a holistic perspective of risk measurement and policies targeting the Registrants' overall financial performance. On a quarterly basis, the Risk Oversight Committee reports to the Audit Committee of OGE Energy's Board of Directors on OGE Energy's risk profile affecting anticipated financial results, including any significant risk issues.\nOGE Energy also has a Corporate Risk Management function which, in conjunction with the aforementioned committees, is responsible for establishing and enforcing the Registrants' risk policies.\nRisk Policies\nManagement utilizes risk policies to control the amount of market risk exposure. These policies are designed to provide the Audit Committee of OGE Energy's Board of Directors and senior executives of the Registrants with confidence that the risks taken on by the Registrants' business activities are in accordance with their expectations for financial returns and that the approved policies and controls related to market risk management are being followed.\nInterest Rate Risk\nThe Registrants' exposure to changes in interest rates primarily relates to variable-rate debt and commercial paper. The Registrants manage their interest rate exposure by monitoring and limiting the effects of market changes in interest rates. The Registrants may utilize interest rate derivatives to alter interest rate exposure in an attempt to reduce the effects of these changes. Interest rate derivatives would be used solely to modify interest rate exposure and not to modify the overall leverage of the debt portfolio, but the Registrants have no intent at this time to utilize interest rate derivatives.\nThe fair value of OG&E's long-term debt is based on quoted market prices and estimates of current rates available for similar issues with similar maturities or by calculating the net present value of the monthly payments discounted by OG&E's current borrowing rate. The following table presents OG&E's long-term debt maturities and the weighted-average interest rates by maturity date. OGE Energy currently has no long-term debt outstanding.\n(A)Prior to or when these debt obligations mature, OG&E may refinance all or a portion of such debt at then-existing market interest rates which may be more or less than the interest rates on the maturing debt.\n(B)A hypothetical change of 100 basis points in the underlying variable interest rate incurred by OG&E would change interest expense by $1.4 million annually.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 74145_2020.htm (CIK: 74145, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00394", "source": "edgar", "source_license": "public_domain", "text": "Item 6.Selected Financial Data\nThe selected consolidated financial data set forth below as of December 31, 2020 and 2019, and for the years ended December 31, 2020, 2019 and 2018, are derived from our audited consolidated financial statements included elsewhere in this report. This information should be read in conjunction with those consolidated financial statements, the notes thereto, and with \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\u201d The selected consolidated financial data set forth below as of December 31, 2018, 2017 and 2016, and for the years ended December 31, 2017 and 2016, are derived from our audited consolidated financial statements that are contained in reports previously filed with the SEC, not included herein.\nSummary Financial Information\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1159036_2020.htm (CIK: 1159036, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00395", "source": "edgar", "source_license": "public_domain", "text": "Item 7A.Quantitative and Qualitative Disclosures About Market Risk\nSee \u201cRisk Management\u201d under \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\u201d\nReconciliations to Amounts Reported Under Generally Accepted Accounting Principles\nReconciliations of earnings before interest, taxes, depreciation and amortization (\u201cEBITDA\u201d) to amounts reported under generally accepted accounting principles in financial statements.\nEarnings before interest, taxes, depreciation and amortization, which we refer to as EBITDA, is calculated as net income (loss) attributable to HollyFrontier stockholders plus (i) interest expense, net of interest income, (ii) income tax provision, and (iii) depreciation and amortization. EBITDA is not a calculation provided for under GAAP; however, the amounts included in the EBITDA calculation are derived from amounts included in our consolidated financial statements. EBITDA should not be considered as an alternative to net income or operating income as an indication of our operating performance or as an alternative to operating cash flow as a measure of liquidity. EBITDA is not necessarily comparable to similarly titled measures of other companies. EBITDA is presented here because it is a widely used financial indicator used by investors and analysts to measure performance. EBITDA is also used by our management for internal analysis and as a basis for financial covenants.\nSet forth below is our calculation of EBITDA.\nReconciliations of refinery operating information (non-GAAP performance measures) to amounts reported under generally accepted accounting principles in financial statements.\nRefinery gross margin and net operating margin are non-GAAP performance measures that are used by our management and others to compare our refining performance to that of other companies in our industry. We believe these margin measures are helpful to investors in evaluating our refining performance on a relative and absolute basis. Refinery gross margin per produced barrel sold is total refining segment revenues less total refining segment cost of products sold, exclusive of lower of cost or market inventory valuation adjustments, divided by sales volumes of produced refined products sold. Net operating margin per barrel sold is the difference between refinery gross margin and refinery operating expenses per produced barrel sold. These two margins do not include the non-cash effects of long-lived asset impairment charges, lower of cost or market inventory valuation adjustments or depreciation and amortization. Each of these component performance measures can be reconciled directly to our consolidated statements of income. Other companies in our industry may not calculate these performance measures in the same manner.\nBelow are reconciliations to our consolidated statements of income for refinery net operating and gross margin and operating expenses, in each case averaged per produced barrel sold. Due to rounding of reported numbers, some amounts may not calculate exactly.\nTable of Content\nReconciliation of average refining segment net operating margin per produced barrel sold to refinery gross margin to total sales and other revenues\nReconciliation of average refining segment operating expenses per produced barrel sold to total operating expenses\nTable of Content\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax provision. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00396", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nThe Company incorporates by reference herein information to be set forth in its definitive proxy statement for its 2021 annual meeting of stockholders that is responsive to the information required with respect to this Item 11; provided, however, that such information shall not be incorporated herein:\n\u25cf if the information that is responsive to the information required with respect to this Item 11 is provided by means of an amendment to this Annual Report on Form 10-K filed with the SEC prior to the filing of such definitive proxy statement; or\n\u25cf if such proxy statement is not filed with the SEC within 120 days after the end of the Company\u2019s most recently completed fiscal year, in which case the Company will provide such information by means of an amendment to this Annual Report on Form 10-K filed with the SEC.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1774170_2020.htm (CIK: 1774170, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00397", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION.\nThe Managing Member and affiliates are reimbursed at cost for all services performed on behalf of the registrant and for all third party expenses paid on behalf of the registrant. The cost for services performed on behalf of the registrant is based on actual time spent performing such services plus an overhead burden. These services include organizing the registrant and arranging for the offer and sale of Units, reviewing properties for acquisition and rendering administrative, property management and property sales services. The amount and nature of such payments are detailed in Item 13 of this annual report on Form 10-K.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1185198_2020.htm (CIK: 1185198, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00398", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nThis information appears following Item 15 of this report and is included herein by reference.\nITEM 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1751143_2020.htm (CIK: 1751143, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00399", "source": "edgar", "source_license": "public_domain", "text": "Item 11.\nExecutive Compensation\nThe information required by Item 11 is incorporated by reference to the information appearing under the caption \"Executive Compensation\" in our definitive Proxy Statement relating to our next Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within 120 days after the close of our fiscal year.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1477246_2020.htm (CIK: 1477246, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00400", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nSummary Compensation Table\nThe following summary compensation table sets forth all compensation awarded to, earned by, or paid to, the named person, during the years ended December 31, 2020 and 2019:\nSummary Compensation of Named Executive Officers\nOutstanding Equity Awards at Fiscal Year End\nThere were no outstanding equity awards held by our executive officers as of December 31, 2020 and 2019.\nCompensation of Directors\nDuring the years ended December 31, 2020 and 2019, our former director Wayne Homschek received $35,000 and $45,000, respectively in compensation.\nOn April 25, 2019, Wayne Homschek joined the Board of Directors as an independent director. He was paid $5,000 per month and was issued a warrant, exercisable into 150,000 shares of common stock at an exercise price of $0.60 per share. As per the agreement, 75,000 warrants vested six months after issuance and the remaining balance of 75,000 vested one year after issuance. On July 25, 2020, Mr. Homschek was terminated as a director and the Company accelerated the vesting period of his warrants. Mr. Homschek exercised all of his warrants during the fiscal year ended December 31, 2020.\nThe following table summarizes the warrants outstanding of the Company for the year ended December 31, 2020:\nThe Company has calculated the estimated fair market value of these options at $42,950, using the Black-Scholes model and the following assumptions: expected term 5.75 years, stock price $1.00, exercise price $0.60, 153.48% volatility, 2.35% risk free rate, and no forfeiture rate. The weighted average life of these warrants is 9.32 years.\nThe Company recognized stock-based compensation of $38,927 and $104,023 for the years ended December 31, 2020 and 2019, respectively.\nIn connection with their respective appointments, each of Matthew Kappers, Andrew Lee and Daniel Mazziota entered into director agreements with the Company, providing for, among other things that each of the directors shall be entitled to fees for attendance at virtual meetings, reimbursement of expenses for attending meetings and grants of up to 250,00 options to purchase shares of common stock of the Company pursuant to the Company\u2019s 2020 Equity Incentive Plan.\n2020 Equity Incentive Plan\nIn October 2020, the Board of Directors and shareholders adopted the Company\u2019s 2020 Equity Incentive Plan (the \u201c2020 Plan\u201d), effective as of December 14, 2020. Under the 2020 Plan, the Company reserved 1,250,000 shares of common stock to grant shares of common stock of the Company to employees and individuals who perform services for the Company. The purpose of the 2020 Plan is to attract and retain the best available personnel for positions of substantial responsibility, to provide incentives to individuals who perform services for the Company, and to promote the success of the Company\u2019s business. The 2020 Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Units, Performance Shares and other stock or cash awards as the Board of Directors may determine.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1518461_2020.htm (CIK: 1518461, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00401", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Consolidated Financial Statements and Supplementary Data\nThe consolidated financial statements required by this item are set forth in Item 15. of this Annual Report and are incorporated herein by reference.\nItem 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1614806_2020.htm (CIK: 1614806, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00402", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data\n(1)In fiscal 2017, we early-adopted new accounting guidance related to employee stock-based compensation payments. As a result, a discrete tax benefit was recognized upon exercise or lapse of stock-based awards. This discrete tax benefit increased diluted earnings per share by approximately $0.04 per diluted share, $0.02 per diluted share, $0.04 per diluted share, and $0.05 per diluted share for fiscal 2020, fiscal 2019, fiscal 2018, and fiscal 2017, respectively.\n(2)In fiscal 2018, the enactment of the Tax Cuts and Jobs Act (the \u201cTax Act\u201d) significantly impacted our net income, basic and diluted earnings per share, and return on stockholders\u2019 equity. Refer to Item 7, \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations,\u201d and Item 8, \u201cFinancial Statements and Supplementary Data,\u201d of this Form 10-K for additional discussion of the impact of the Tax Act.\n(3)In fiscal 2018, an additional expense and corresponding tax benefit was recognized as a result of the termination of certain license agreements. Refer to Item 7, \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d of this Form 10-K for additional discussion of the impact of the termination of certain license agreements.\n(4)In the fiscal year ended May 31, 2016 (\u201cfiscal 2016\u201d), a net tax benefit was recorded for income derived in prior tax years from customer-facing software we produced. This net tax benefit increased diluted earnings per share by approximately $0.06 per diluted share.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 723531_2020.htm (CIK: 723531, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00403", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nTo the Shareholders and Board of Directors of\nBlue Star Foods Corp\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheets of Blue Star Foods Corp and its subsidiaries (collectively, the \u201cCompany\u201d) as of December 31, 2020 and 2019, and the related consolidated statements of operations and comprehensive loss, changes in stockholders\u2019 deficit, and cash flows for the years then ended, and the related notes (collectively referred to as the \u201cfinancial statements\u201d). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of their operations and their cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.\nGoing Concern Matter\nThe accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. Management\u2019s plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.\nBasis for Opinion\nThese financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (\u201cPCAOB\u201d) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company\u2019s internal control over financial reporting. Accordingly, we express no such opinion.\nOur audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\n/s/ MaloneBailey, LLP\nwww.malonebailey.com\nWe have served as the Company\u2019s auditor since 2014.\nHouston, Texas\nApril 15, 2021\nBlue Star Foods Corp.\nCONSOLIDATED BALANCE SHEETS\nDECEMBER 31,\nThe accompanying notes are an integral part of these consolidated financial statements\nBlue Star Foods Corp.\nCONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS\nYEARS ENDED DECEMBER 31,\nThe accompanying notes are an integral part of these consolidated financial statements\nBlue Star Foods Corp.\nCONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS\u2019 DEFICIT\nYEARS ENDED DECEMBER 31, 2020\nThe accompanying notes are an integral part of these consolidated financial statements\nBlue Star Foods Corp.\nCONSOLIDATED ST", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1730773_2020.htm (CIK: 1730773, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00404", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data\nWe are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1267813_2020.htm (CIK: 1267813, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00405", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations\nIntroduction\nThe following MD&A is intended to help you understand the business operations and financial condition of the Company. This MD&A is presented in the following sections:\n\u2022Executive Overview\n\u2022Trends, Uncertainties and Opportunities\n\u2022Market Overview\n\u2022Non-U.S. GAAP Financial Measures\n\u2022Results of Operations\n\u2022Liquidity and Capital Resources\n\u2022Off-Balance Sheet Arrangements\n\u2022Contractual Obligations and Commitments\n\u2022Significant Accounting Policies and Critical Accounting Estimates\nVeoneer is a Delaware corporation with its principal executive offices in Stockholm, Sweden. The Company functions as a holding corporation and owns two principal operating subsidiaries, Veoneer AB and Veoneer US, Inc. On June 29, 2018, the Spin-Off of Veoneer from Autoliv, Inc. (\"Autoliv\") was completed through the distribution by Autoliv of all the outstanding shares of common stock of Veoneer to Autoliv\u2019s stockholders as of the close of business on June 12, 2018, the common stock record date for the distribution, in a tax-free, pro rata distribution (the \"Spin-Off\"). On July 2, 2018, the shares of Veoneer common stock commenced trading on the New York Stock Exchange under the symbol \u201cVNE\u201d and the Veoneer Swedish Depository Receipts representing shares of Veoneer common stock commenced trading on Nasdaq Stockholm under the symbol \u201cVNE SDB.\u201d\nVeoneer is a global leader in the design, development, manufacture, and sale of automotive safety electronics with a focus on innovation, quality and manufacturing excellence. Prior to the Spin-Off, Veoneer operated for almost four years as an operating segment within Autoliv. Veoneer's safety systems are designed to make driving safer and easier, more comfortable and convenient for the end consumer and to intervene before a potential collision. Veoneer endeavors to prevent vehicle accidents or reduce the severity of impact in the event a crash is unavoidable. Through our customer focus, being an expert partner with our customers, we intend to develop human centric systems that benefit automotive light vehicle occupants.\nVeoneer\u2019s current product offering includes automotive radars, mono-and stereo-vision cameras, night driving assist (thermal sensing) systems, Advanced Driver Assist Systems (ADAS) electronic control units, passive safety electronics (airbag control units, crash sensors and seat belt pre-tensioner electronic controllers), brake control systems, brake control electronic controllers, and a complete ADAS software offering including perception and driving policy (ArriverTM) towards highly automated driving (HAD) and eventually autonomous driving (AD). In addition, we offer driver monitoring systems, LiDAR sensors, RoadScape positioning systems and other technologies critical for ADAS, HAD and AD solutions by leveraging our partnership network and internally developed intellectual property.\nExecutive Overview\nThe fourth quarter saw an unfortunate resurgence of the COVID-19 pandemic. We continue to put the health and safety of our people first, reinforcing our measures that were first put in place in the beginning of the pandemic, and we believe that the global efforts and vaccinations that have now started will allow the situation to gradually improve throughout 2021.\nIn the fourth quarter of 2020 Veoneer saw organic growth for the first time, a pivotal moment for the Company. The strong growth was driven by new launches and a stronger development of the light vehicle production than anticipated in the beginning of the quarter. We further continued our strong focus on efficiencies and financial management, which allowed us to finish the year in a stronger cash position than anticipated. Despite some initial additional launch related costs, our ability to deliver new products and technologies to recently launched vehicle platforms in the current uncertain environment was an outstanding achievement.\nDuring ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1733186_2020.htm (CIK: 1733186, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00406", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nThe information required by this item will be included in our Proxy Statement and is incorporated herein by reference.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1609804_2020.htm (CIK: 1609804, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00407", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nThe compensation of our executive officers is determined by the compensation committee of our board of directors, or the compensation committee, and discussed by the compensation committee throughout the year. Our formal annual compensation review process generally takes place during the first quarter of each fiscal year, after the results of the previous fiscal year are known. Annual variable compensation and discretionary cash bonuses for the completed fiscal year, if any, and long-term equity-based incentive compensation, if any, are awarded by the compensation committee on a discretionary basis, generally during the first fiscal quarter, after a review of the previous fiscal year\u2019s results.\nOur compensation committee is comprised entirely of non-employee directors, each of whom our board of directors has determined is independent within the meaning of the rules of the Nasdaq Stock Market. The members of the compensation committee have substantial managerial experience and wide contacts in the biotechnology and biopharmaceutical industries and in the broader healthcare industry, upon which they rely in making their determinations. The compensation committee also considers publicly available information concerning the compensation practices of other companies in the biotechnology industry. This information is used by the compensation committee informally and primarily for purposes of comparison to ascertain whether our compensation practices for our executive officers are broadly competitive.\nOur Chief Executive Officer makes recommendations with regard to the compensation of our executive officers other than herself, which are reviewed by the compensation committee. Executive officers do not participate in the process of establishing their own annual compensation.\nThe compensation committee does not have a formal benchmarking policy or a practice of establishing the amount of any element of our executive officers\u2019 compensation by reference to a fixed range of percentages or percentiles of the compensation of any peer or comparison group. As a result, the determinations made by the members of our compensation committee are guided to a significant degree by their collective judgment and experience. During fiscal year 2020, the compensation committee retained a compensation consultant, Aon Consulting\u2019s Radford Surveys + Consulting, or Radford, to assist the compensation committee in assessing the form and amount of compensation paid to our executives.\nOur compensation committee has reviewed our compensation programs and believes that our compensation programs have not encouraged or rewarded excessive or inappropriate risk taking.\nSummary Compensation Table for Fiscal Year 2020\nThe table below sets forth information regarding compensation earned by our named executive officers.\n(1) Represents the fair value of restricted stock or restricted stock unit awards granted in fiscal years 2020 and 2019 in accordance with Accounting Standards Codification Topic 718, Compensation-Stock Compensation (\u201cASC 718\u201d). See Note 10 of the notes to our financial statements included herein for a discussion of the relevant assumptions used in calculating these amounts.\n(2) Represents the grant date fair value of option awards granted in fiscal years 2020 and 2019 in accordance with ASC 718. See Note 10 of the notes to our audited financial statements included herein for a discussion of the relevant assumptions used in calculating these amounts.\n(3) Consists of 401(k) matching contributions.\n(4) Represents restricted stock units granted to each of Dr. Shearman and Mr. Potter on August 15, 2020 for services as Chief Scientific Officer and Chief Business Officer, respectively.\n(5) Includes $41,416 that vested on January 31, 2020 pursuant to the cash bonus granted to Dr. Shearman on January 6, 2020 for his services as Chief Scientific Officer.\n(6) Effective August 1, 2019, Dr. Feinsod became our Executive Vice President ", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1273636_2020.htm (CIK: 1273636, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00408", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION.\nSummary Compensation Table - Fiscal Years Ended December 31, 2020 and 2019\nThe following table sets forth information concerning all cash and non-cash compensation awarded to, earned by or paid to the named persons for services rendered in all capacities during the noted periods. No other executive officers received total annual salary and bonus compensation in excess of $100,000.\nEmployment Agreements\nAll of our executive officers have executed our standard employment agreement. Our employment agreements with our executives provide the amount of each executive officer\u2019s salary and establish their eligibility to receive a bonus. Our VIE, Portercity, entered into an employment agreement with Mr. Zonghua Chen, on May 1, 2013, under which Mr. Chen was employed as the company\u2019s general manager without a fixed term of employment. Mr. Chen receives a monthly salary of approximately $3,397 under the employment agreement. He is also subject to customary confidentiality covenants under the employment agreement.\nOutstanding Equity Awards at Fiscal Year End\nNo unexercised options, stock that has not vested or outstanding equity incentive plan awards were held by any of our named executive officers at December 31, 2020.\nCompensation of Directors\nNo member of our board of directors received any compensation for their services as a director during the year ended December 31, 2020.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1605810_2020.htm (CIK: 1605810, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00409", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nThe following discussion should be read in conjunction with our financial statements and accompanying notes included in Item 8. \"Financial Statements and Supplementary Data\" of this annual report on Form 10-K.\nOverview\nWe are a Maryland corporation and have elected to be taxed as a REIT for U.S. federal income tax purposes. We primarily originate, acquire, invest in and manage performing commercial first mortgage loans, subordinate financings, and other commercial real estate-related debt investments. These asset classes are referred to as our target assets.\nWe are externally managed and advised by the Manager, an indirect subsidiary of Apollo, a leading global alternative investment manager with a contrarian and value-oriented investment approach in private equity, credit and real estate with assets under management of approximately $455.5 billion as of December 31, 2020.\nThe Manager is led by an experienced team of senior real estate professionals who have significant expertise in underwriting and structuring commercial real estate financing transactions. We benefit from Apollo\u2019s global infrastructure and operating platform, through which we are able to source, evaluate and manage potential investments in our target assets.\nResults of Operations\nAll non-USD denominated assets and liabilities are translated to USD at the exchange rate prevailing at the reporting date and income, expenses, gains, and losses are translated at the prevailing exchange rate on the dates that they were recorded.\nLoan Portfolio Overview\nThe following table sets forth certain information regarding our commercial real estate debt portfolio as of December 31, 2020 ($ in thousands):\n-------\n(1) Weighted-Average Coupon and Weighted-Average All-in Yield are based on the applicable benchmark rates as of December 31, 2020 on the floating rate loans.\n(2) Weighted-Average All-in Yield includes the amortization of deferred origination fees, loan origination costs and accrual of both extension and exit fees. Weighted-Average All-in Yield excludes the benefit of forward points on currency hedges relating to loans denominated in currencies other than USD.\n(3) Gross of deferred financing costs of $13.0 million.\n(4) Represents loan portfolio at amortized cost less secured debt outstanding.\nThe following table provides details of our commercial mortgage loan portfolio and subordinate loan and other lending assets portfolio, on a loan-by-loan basis, as of December 31, 2020 ($ in millions):\n-------\n(1)Amortized cost for these loans is net of the recorded provisions for loan losses.\n(2)Includes $9.2 million of a subordinate participation sold accounted for as secured borrowing.\n(3)Both loans are secured by the same property.\n(4)Includes $25.8 million of a subordinate participation sold accounted for as secured borrowing.\n(5)Loan and Single Asset, Single Borrower CMBS are secured by the same properties.\n(6)Single Asset, Single Borrower CMBS.\nOur average asset and debt balances for the year ended December 31, 2020 were ($ in thousands):\nPortfolio Management\nDue to the impact of COVID-19, some of our borrowers have experienced consequences which are preventing the execution of their business plans and in some cases temporary closures. As a result, we have worked with borrowers to execute loan modifications which are typically coupled with additional equity contributions from borrowers. Loan modifications to date have included repurposing of reserves, temporary deferrals of interest or principal, and partial deferral of coupon interest as payment-in-kind interest.\nInvestment Activity\nDuring the year ended December 31, 2020, we committed $562.0 million of capital to loans ($463.9 million of which was funded during the year ended December 31, 2020). In addition, during the year ended December 31, 2020, we received $683.3 million in repayments and sales and funded $412.7 million for ", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00410", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data.\nAll consolidated financial statements and schedules required to be filed hereunder are listed in the Index to Consolidated Financial Statements and are incorporated herein by reference.\nItem 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1740547_2020.htm (CIK: 1740547, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00411", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nThe information required by this item is incorporated by reference from the information contained in the 2021 Proxy Statement. The 2021 Proxy Statement will be filed within 120 days after the end of the fiscal year ended December 31, 2020. To the extent that we do not file the 2021 Proxy Statement by such date, we will file an amendment to this Annual Report on Form 10-K that includes the information required by this Item 11.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1017491_2020.htm (CIK: 1017491, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00412", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nOverview\nAs a financial intermediary, the Bank is subject to interest rate risk. Changes in the level of interest rates, the slope of the interest rate yield curve, and/or the relationships (or spreads) between interest yields for different instruments have an impact on the Bank\u2019s estimated market value of equity and its net earnings. This risk arises from a variety of instruments that the Bank enters into on a regular basis in the normal course of its business.\nThe terms of member advances, investment securities and consolidated obligations may present interest rate risk and/or embedded option risk. As discussed in Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations, the Bank makes extensive use of interest rate derivative instruments, primarily interest rate swaps, swaptions and caps, to manage the risk arising from these sources.\nThe Bank has investments in residential mortgage-related assets, primarily CMOs and MPF mortgage loans, both of which present prepayment risk. This risk arises from the mortgagors\u2019 option to prepay their mortgages, making the effective maturities of these mortgage-based assets relatively more sensitive to changes in interest rates and other factors that affect the mortgagors\u2019 decisions to repay their mortgages as compared to other long-term investment securities that do not have prepayment features. A decline in interest rates generally accelerates mortgage refinancing activity, thus increasing prepayments and thereby shortening the effective maturity of the mortgage-related assets. Conversely, rising rates generally slow prepayment activity and lengthen a mortgage-related asset\u2019s effective maturity.\nThe Bank has managed the potential prepayment risk embedded in mortgage assets by purchasing securities that maintain their original principal balance for a fixed number of years, by purchasing highly structured tranches of mortgage securities that substantially limit the effects of prepayment risk, by issuing a combination of callable and non-callable debt with varying maturities, and/or by using interest rate derivative instruments to offset prepayment risk specific both to particular securities and to the overall mortgage portfolio.\nThe Bank uses a variety of risk measurements to monitor its interest rate risk. The Bank has made a substantial investment in sophisticated financial modeling systems to measure and analyze interest rate risk. These systems enable the Bank to routinely and regularly measure interest rate risk metrics, including the sensitivity of its market value of equity and income under a variety of interest rate scenarios. Management regularly monitors the information derived from these models and provides the Bank\u2019s Board of Directors with risk measurement reports. The Bank uses these periodic assessments, in combination with its evaluation of the factors influencing the results, when developing its funding and hedging strategies.\nThe Bank\u2019s Enterprise Market Risk Management Policy provides a risk management framework for the financial management of the Bank consistent with the strategic principles outlined in its Strategic Business Plan. The Bank develops its funding and hedging strategies to manage its interest rate risk within the risk limits established in its Enterprise Market Risk Management Policy.\nBusiness Objectives\nThe Bank serves as a financial intermediary between the capital markets and its members. In its most basic form, this intermediation process involves raising funds by issuing consolidated obligations in the capital markets and lending the proceeds to member institutions at slightly higher rates. The interest spread between the cost of the Bank\u2019s liabilities and the yield on its assets, combined with the earnings on its invested capital, are the Bank\u2019s primary sources of earnings. The Bank\u2019s primary asset liability management goal is to manage its assets and liab", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1331757_2020.htm (CIK: 1331757, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00413", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data\nThe information set forth below should be read in conjunction with the Consolidated Financial Statements and related notes and \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d included elsewhere in this Form 10-K. Certain reclassifications have been made to the prior year amounts to conform with the 2020 presentation.\nOn January 27, 2020, Blue Ribbon began the Blue Ribbon Reorganization and we deconsolidated Blue Ribbon. On October 2, 2020, the Chapter 11 Plan became effective and Blue Ribbon emerged from bankruptcy as a set of reorganized companies. Upon Blue Ribbon's emergence from bankruptcy, we acquired the assets and uncompromised liabilities of Legendary Baking and VIBSQ in exchange for $15.5 million of the outstanding balance under the DIP Loan with Blue Ribbon. Subsequent to Blue Ribbon's emergence from bankruptcy, we own 100% of the equity of VIBSQ and Legendary Baking. Our consolidated results of operations for the year ended December 31, 2020 include the consolidated results of operations of Blue Ribbon from January 1, 2020 through January 27, 2020 and of Legendary Baking and VIBSQ from October 2, 2020 through December 31, 2020.\nOn December 31, 2019, we completed the contribution of T-System Holdings, Inc. (\"T-System\") to Corrohealth. As a result, we reclassified the results of operations of T-System as discontinued operations for years ended December 31, 2019, 2018 and 2017 and for all quarterly periods within those years.\nOn June 6, 2017, we closed on the sale of Digital Insurance, Inc. (\"OneDigital\") for $560.0 million in an all-cash transaction. The operations of One Digital are included in discontinued operations for the years ended December 31, 2017 and 2016. We recognized a pre-tax gain of $276.0 million on the sale and $126.3 million in income tax expense, which are included in Net earnings from discontinued operations on the Consolidated Statement of Operations for the year ended December 31, 2017.\nSummary Balance Sheet Data:\nSummary Statement of Operations Data:\n______________________________________\n(1)On November 17, 2017, the date of the consummation of the Split-Off, 70.6 million shares of our common stock were distributed to FNFV Group shareholders. For comparative purposes, the weighted average number of common shares outstanding and basic and diluted earnings per share for the year ended December 31, 2016 was calculated using the number of shares distributed as if those shares were issued and outstanding beginning January 1, 2016.\n(2)Book value per share is calculated as total equity at December 31 of each year presented divided by actual shares outstanding at December 31 of each year presented.\nSummary Quarterly Financial Data (Unaudited):\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax expense. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00414", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\nThe following selected consolidated financial data should be read in conjunction with our consolidated financial statements and the accompanying notes thereto in Item 8 of this Annual Report on Form 10-K, and the information contained in Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations, of this Annual Report on Form 10-K. Historical results are not necessarily indicative of future results.\n(1)The consolidated statements of operations data for prior years has been retrospectively adjusted to reflect discontinued operations. See Item 8, Note 4, Discontinued Operations, for additional information.\n(2)Includes $0.7 million and $5.7 million of acquisition-related expenses for the years ended December 31, 2018 and 2016. See Item 8, Note 5, Business Combinations, for additional information.\n(3)All share and per share information has been retroactively adjusted to reflect a reverse stock split. See Item 8, Note 13, Stockholders' Equity for additional information.\n(4)On January 1, 2018, we adopted Topic 606 using the modified retrospective method. Beginning on January 1, 2018, results are presented in accordance with the revised policies, while prior period amounts are not adjusted and continue to be reported in accordance with our historical policies.\n(1)On January 1, 2019, we adopted Topic 842 using the modified retrospective transition method. Beginning on January 1, 2019 results are presented in accordance with the revised policies, while prior period amounts are not adjusted and continue to be reported in accordance with our historical policies.\n(2)On January 1, 2018, we adopted Topic 606 using the modified retrospective method. Beginning on January 1, 2018, results are presented in accordance with the revised policies, while prior period amounts are not adjusted and continue to be reported in accordance with our historical policies.\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1490281_2020.htm (CIK: 1490281, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00415", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nSet forth below are risks and uncertainties relating to our business and the ownership of our securities. These risks and uncertainties may lead to outcomes that could adversely affect our financial position, results of operations, cash flows and ability to make expected distributions to our equityholders. You should carefully consider each of these risks and uncertainties, along with all of the information in this Annual Report on Form 10-K and its Exhibits, including our consolidated financial statements and notes thereto for the year ended December 31, 2020 included in a separate section at the end of this report beginning on page.\nRisks Associated with the Real Estate Industry and Our Properties\nOur performance and asset value are subject to risks associated with our properties and with the real estate industry. Real estate investments are subject to various risks and fluctuations in value and demand, many of which are beyond our control. Our performance and the value of our real estate assets may decline due to conditions in the general economy and the real estate industry which, in turn, could have an adverse effect on our financial position, results of operations, cash flows and ability to make expected distributions to our shareholders. These conditions include, but are not limited to:\n\u2022downturns in national, regional and local economic environments, including increases in the unemployment rate and inflation or deflation;\n\u2022competition from other properties;\n\u2022trends in office real estate that may adversely affect future demand, including telecommuting and flexible workplaces;\n\u2022deteriorating local real estate market conditions, such as oversupply, reduction in demand and decreasing rental rates;\n\u2022declining real estate valuations;\n\u2022adverse developments concerning our tenants, which could affect our ability to collect rents and execute lease renewals;\n\u2022adverse changes resulting from the COVID-19 pandemic, and similar pandemics, along with restrictive measures instituted to prevent spread, on our business, the real estate industry and national, regional and local economic conditions;\n\u2022government actions and initiatives, including risks associated with the impact of prolonged government shutdowns and budgetary reductions or impasses, such as a reduction of rental revenues, non-renewal of leases and/or reduced or delayed demand for additional space by our strategic customers;\n\u2022increasing operating costs, including insurance, utilities, real estate taxes and other expenses, some of which we may not be able to pass through to tenants;\n\u2022increasing vacancies and the need to periodically repair, renovate and re-lease space;\n\u2022increasing interest rates and unavailability of financing on acceptable terms or at all;\n\u2022unavailability of financing for potential purchasers of our properties;\n\u2022adverse changes in taxation or zoning laws;\n\u2022potential inability to secure adequate insurance;\n\u2022adverse consequences resulting from civil disturbances, natural disasters, terrorist acts or acts of war; and\n\u2022potential liability under environmental or other laws or regulations.\nOur business may be affected by adverse economic conditions. Our business may be affected by adverse economic conditions in the United States economy or real estate industry as a whole or by the local economic conditions in the markets in which our properties are located, including the impact of high unemployment and constrained credit. Adverse economic conditions could increase the likelihood of tenants encountering financial difficulties, including bankruptcy, insolvency or general downturn of business, and as a result could increase the likelihood of tenants defaulting on their lease obligations to us. Such conditions could also decrease our likelihood of successfully renewing tenants at favorable terms or leasing vacant space in existing properties or newly-developed properties. In addition, such conditions could increase the level of risk that we may n", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1577966_2020.htm (CIK: 1577966, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00416", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nEXECUTIVE COMPENSATION\nCompensation Discussion and Analysis\nOur Compensation Discussion and Analysis describes the principles underlying the material components of the executive compensation programs for our Named Executive Officers who are named in the \u201cSummary Compensation Table\u201d below and the factors relevant to an analysis of the compensatory policies and decisions. In 2020, our Named Executive Officers were:\n\u2022\nOlivier Rabiller, President and Chief Executive Officer;\n\u2022\nSean Deason, Senior Vice President and Chief Financial Officer;\n\u2022\nPeter Bracke, Chief Transformation Officer and former Vice President and Interim Chief Financial Officer;\n\u2022\nCraig Balis, Senior Vice President and Chief Technology Officer;\n\u2022\nJ\u00e9r\u00f4me Maironi, Senior Vice President, General Counsel, and Corporate Secretary; and\n\u2022\nThierry Mabru, Senior Vice President, Integrated Supply Chain.\nIn June 2020, the Company appointed Sean Deason as Senior Vice President and Chief Financial Officer of the Company. In connection with Mr. Deason\u2019s appointment, Mr. Bracke stepped down as our Vice President and Interim Chief Financial Officer and was appointed as our Chief Transformation Officer, effective as of the date of Mr. Deason\u2019s appointment.\nExecutive Summary\n2020 Program Changes\nIn considering the design of our 2020 executive compensation program, the Compensation Committee undertook a thorough evaluation of the metrics that align with the Company\u2019s long-term strategy for inclusion in our short-term incentive plan (\u201cICP\u201d) and Long-Term Incentive Plan. The evaluation included analysis of different performance metrics and their alignment with our value proposition to shareholders, a review of the performance metrics used by our peer group, and an assessment of independent performance metrics versus modifier structures as well as absolute goals versus relative goals. The work also considered the input received during a series of shareholder outreach meetings held in 2019. Effective for fiscal year 2020, we modified our 2020 executive compensation program to include a higher percentage of Performance Stock Units (\u201cPSUs\u201d) granted under our 2020-2022 Long-Term Incentive Plan (\u201cLTI Plan\u201d), as well as included performance goals linked to relative and absolute Total Shareholder Return in our PSU awards granted to our Named Executive Officers pursuant to the LTI Plan, as described further under \u201cEquity Awards - 2020-2022 Long Term Incentive Plan\u201d below, both of which were modifications from our 2019 executive compensation program. However, as discussed further below, the Compensation Committee subsequently determined to modify the fiscal year 2020 compensation program such that our executive officers, including our Named Executive Officers, waived their participation in the 2020 ICP and forfeited their 2020 awards granted under our LTI Plan.\nIn light of the unprecedented and ongoing market uncertainties related to the global COVID-19 pandemic, in April 2020, the Compensation Committee approved temporary reductions in the annual base salaries of all executive officers, including certain of our Named Executive Officers. Effective April 1, 2020, the annual base salaries for Messrs. Rabiller, Bracke, Balis, Maironi and Mabru were reduced by 20%, which reduction remained in effect through the second quarter of 2020. Although annual base salaries were restored after the second quarter reduction, for September 2020, the Compensation Committee approved a 10% reduction (of the original 2020 annual base salaries) for all of our Named Executive Officers.\nAdditionally, for these same reasons, and in connection with the Board\u2019s evaluation of strategic alternatives for the Company, in June 2020, the Compensation Committee determined to conduct a review of the 2020 compensation program to ensure that the program appropriately aligns with the Company\u2019s current goals and supports the stability and motivation of the Company\u2019s workforce in light of the anticipat", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1735707_2020.htm (CIK: 1735707, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00417", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data.\nIRHYTHM TECHNOLOGIES, INC.\nReport of Independent Registered Public Accounting Firm\nFinancial Statements\nConsolidated Balance Sheets\nConsolidated Statements of Operations\nConsolidated Statements of Comprehensive Loss\nConsolidated Statements of Stockholders\u2019 Equity\nConsolidated Statements of Cash Flows\nNotes to the Consolidated Financial Statements\nReport of Independent Registered Public Accounting Firm\nTo the Board of Directors and Stockholders of iRhythm Technologies, Inc.\nOpinions on the Financial Statements and Internal Control over Financial Reporting\nWe have audited the accompanying consolidated balance sheets of iRhythm Technologies, Inc. and its subsidiary (the \u201cCompany\u201d) as of December 31, 2020 and 2019, and the related consolidated statements of operations, of comprehensive loss, of stockholders\u2019 equity and of cash flows for each of the three years in the period ended December 31, 2020, including the related notes (collectively referred to as the \u201cconsolidated financial statements\u201d). We also have audited the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).\nIn our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company did not maintain, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO because a material weakness in internal control over financial reporting existed as of that date related to an ineffective control environment commensurate with the Company's financial reporting requirements, due to an insufficient number of professionals with an appropriate level of accounting and internal control knowledge, training and experience.\nA material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. The material weakness referred to above is described in Management\u2019s Annual Report on Internal Control Over Financial Reporting appearing under Item 9A. We considered this material weakness in determining the nature, timing, and extent of audit tests applied in our audit of the 2020 consolidated financial statements, and our opinion regarding the effectiveness of the Company\u2019s internal control over financial reporting does not affect our opinion on those consolidated financial statements.\nChanges in Accounting Principles\nAs discussed in Note 2 to the consolidated financial statements, the Company changed the manner in which it accounts for leases in 2019 and the manner in which it accounts for revenues from contracts with customers in 2018.\nBasis for Opinions\nThe Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in management's report referred to above. Our responsibility is to express opinions on the Company\u2019s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required t", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1388658_2020.htm (CIK: 1388658, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00418", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nOur business is subject to many risks and uncertainties, which may affect our future financial performance. Because of the risks and uncertainties described below, as well as other factors affecting our operating results and financial condition, past financial performance should not be considered to be a reliable indicator of future performance and our business and financial performance could be harmed and the market value of our securities could decline.\nRisks relating to our business\nWe are dependent on the future success of our Grand Theft Auto products and we must continue to publish \"hit\" titles or sequels to such \"hit\" titles in order to compete successfully in our industry.\nGrand Theft Auto and certain of our other titles, such as Red Dead Redemption or NBA 2K, are \"hit\" products and have historically accounted for a substantial portion of our revenue. Grand Theft Auto products contributed 23.0% of our net revenue for the fiscal year ended March 31, 2020, and the five best-selling franchises (including Grand Theft Auto), which may change year over year, in the aggregate accounted for 87.4% of our net revenue for the fiscal year ended March 31, 2020. If we fail to continue to develop and sell new commercially successful \"hit\" titles or sequels to such \"hit\" titles or experience any delays in product releases or disruptions following the commercial release of our \"hit\" titles or their sequels, our revenue and profits may decrease substantially and we may incur losses. In addition, competition in our industry is intense and a relatively small number of hit titles account for a large portion of total revenue in our industry. Hit products offered by our competitors may take a larger share of consumer spending than we anticipate, which could cause revenue generated from our products to fall below our expectations. If our competitors develop more successful products or services at lower price points or based on payment models perceived as offering better value, or if we do not continue to develop consistently high quality and well-received products and services, our revenue and profitability may decline. In addition, both the online and mobile games marketplaces are characterized by frequent product introductions, relatively low barriers to entry, and new and evolving business methods, technologies and platforms for development. Widespread consumer adoption of these new platforms for games and other technological advances in and/or new business or payment models in online or mobile game offerings could negatively affect our sales of console and traditional PC products before we have an opportunity to develop profitable businesses in such markets.\nOur results of operations may be materially adversely impacted by the coronavirus pandemic (COVID-19).\nOur results of operations may be materially adversely affected by COVID-19. The global spread of COVID-19 has created significant uncertainty, resulting in volatility and economic disruption. The extent to which COVID-19 has an impact on our business, operations and financial results will depend on numerous evolving factors that we may not be able to accurately predict, including the duration and scope of the pandemic; governmental, business and individuals\u2019 actions that have been and continue to be taken in response to the pandemic; economic activity and related actions taken in response to the pandemic; the effect on consumer demand for our products and the discretionary spending patterns of our customers, including the ability of our customers to pay for our products; our ability to develop, market, and sell our products, including as a result of\ntravel restrictions and people working from home; the impact on the operations of our counterparties, including the physical retail, digital download online platforms, and cloud streaming services we rely on for the distribution of our products, the suppliers who manufacture our physical products, and other third par", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 946581_2020.htm (CIK: 946581, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00419", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\nThe Consolidated Statements of Operations Data set forth below for the fiscal years ended January 31, 2020, February 1, 2019 and February 2, 2018 and the Consolidated Balance Sheet Data as of January 31, 2020 and February 1, 2019 are derived from the audited Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K. The Consolidated Statements of Operations Data for the fiscal years ended January 27, 2017 and January 29, 2016 and the Consolidated Balance Sheet data as of February 2, 2018, January 27, 2017 and January 29, 2016 are derived from the audited Consolidated Financial Statements not included in this Annual Report on Form 10-K. See Note 1, Background and Basis of Presentation, to the Consolidated Financial Statements and accompanying notes.\nThe selected historical consolidated financial statement and other financial data presented below should be read in conjunction with our Consolidated Financial Statements and accompanying notes and Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations, included elsewhere in this Annual Report on Form 10-K.\n(1)\nThe Company's fiscal year end is on the Friday preceding the Saturday closest to January 31 each year. Fiscal 2017 consisted of 53 weeks. All other fiscal years consisted of 52 weeks.\n(2)\nFiscal 2016 Net loss includes an impairment charge of $173.0 million, $107.8 million net of tax, related to the non-cash write-down of the Company's trade name intangible asset, Lands' End.\n(3)\nFiscal 2015 Net loss includes an impairment charge of $98.3 million, $62.0 million net of tax, related to the non-cash write-down of the Company's trade name intangible asset, Lands' End.\n(4)\nFiscal 2018 and Fiscal 2017 Net income includes an Income tax benefit of $3.7 million and $30.6 million respectively, as a result of the Tax Act reform. See Note 9, Income Taxes, for additional details.\n(5)\nAdjusted EBITDA-In addition to our Net income (loss) determined in accordance with accounting principles generally accepted in the United States of America (\"GAAP\"), for purposes of evaluating operating performance, we use Adjusted EBITDA, which is adjusted to exclude certain significant items as set forth below. Our management uses Adjusted EBITDA to evaluate the operating performance of our business for comparable periods. This metric is also incorporated into executive compensation plans. Adjusted EBITDA should not be used by investors or other third parties as the sole basis for formulating investment decisions as it excludes a number of important cash and non-cash recurring items. Adjusted EBITDA should not be considered as a substitute for GAAP measurements.\nWhile Adjusted EBITDA is a non-GAAP measurement, management believes that it is an important indicator of operating performance, and useful to investors, because:\n\u2022\nEBITDA excludes the effects of financings, investing activities and tax structure by eliminating the effects of interest, depreciation and income tax costs or benefits.\n\u2022\nOther significant items, while periodically affecting our results, may vary significantly from period to period and have a disproportionate effect in a given period, which affects comparability of results. We\nhave adjusted our results for these items to make our statements more comparable and therefore more useful to investors as the items are not representative of our ongoing operations.\no\nIntangible asset impairment-charge associated with the non-cash write-down of our trade name intangible asset, Lands' End, in Fiscal 2016 and Fiscal 2015.\no\nProduct recall-costs associated with a recall in Fiscal 2014 and the subsequent reversal of some costs in Fiscal 2016 and Fiscal 2015 as customer return rates were lower than Company estimates.\no\nCorporate restructuring-in Fiscal 2019, Fiscal 2018 and Fiscal 2017, severance and contract losses associated with a transition of certain corporate activities from our New York office to ", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax benefit. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00420", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nThe following information should be read in conjunction with the Consolidated Financial Statements and the accompanying Notes included below in Item 8 of this Annual Report on Form 10-K. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements.\nBusiness Overview\nAstrotech Corporation (Nasdaq: ASTC) (\u201cAstrotech,\u201d the \u201cCompany,\u201d \u201cwe,\u201d \u201cus,\u201d or \u201cour\u201d), a Delaware corporation organized in 1984, is a science and technology development and commercialization company that launches, manages, and builds scalable companies based on innovative technology in order to maximize shareholder value.\nOur efforts are focused on commercializing its platform mass spectrometry technology through its wholly-owned subsidiaries:\n\u2022\nAstrotech Technology, Inc. (\u201cATI\u201d) owns and licenses the intellectual property related to the Astrotech Mass Spectrometer Technology\u2122 (the \u201cAMS Technology\u201d).\n\u2022\n1st Detect Corporation (\u201c1st Detect\u201d) is a manufacturer of explosives and narcotics trace detectors developed for use at airports, secured facilities, and borders worldwide. 1st Detect holds an exclusive AMS Technology license from ATI for airport security applications.\n\u2022\nAgLAB, Inc. (\u201cAgLAB\u201d) is developing a series of mass spectrometers for use in the agriculture market for process control and the detection of trace amounts of solvents and pesticides. AgLAB holds an exclusive AMS Technology license from ATI for agriculture applications.\n\u2022\nBreathTech Corporation (\u201cBreathTech\u201d) is developing a breath analysis tool to screen for volatile organic compound (\u201cVOC\u201d) metabolites found in a person\u2019s breath that could indicate they may have an infection, including COVID-19 or pneumonia. BreathTech holds an exclusive AMS Technology license from ATI for breath analysis applications.\nOur Business Units\nAstrotech Technology, Inc.\nATI owns and licenses the AMS Technology, the platform mass spectrometry technology originally developed by 1st Detect. The intellectual property includes 37 granted patents and five additional patents in process along with extensive trade secrets. With a number of diverse market opportunities for the core technology, ATI is structured to license the intellectual property for different fields of use. ATI currently licenses the AMS Technology to three wholly-owned subsidiaries of Astrotech, including to 1st Detect for use in the security and detection market, to AgLAB for use in the agriculture market, and to BreathTech for use inbreath analysis.\n1st Detect Corporation\n1st Detect, a licensee of ATI for the security and detection market, has developed the TRACER 1000\u2122, the world\u2019s first mass spectrometer (\u201cMS\u201d) based explosives trace detector (\u201cETD\u201d) certified by the European Civil Aviation Conference (\u201cECAC\u201d), designed to replace the ETDs used at airports, cargo facilities, secured facilities, and borders worldwide. We believe that ETD customers are unsatisfied with the currently deployed ETD technology, which is driven by ion mobility spectrometry (\u201cIMS\u201d). We believe that IMS-based ETDs are fraught with false positives, as they often misidentify personal care products and other common household chemicals as explosives, causing unnecessary delays, frustration, and significant wasted security resources. In addition, there are hundreds of different types of explosives, but IMS-based ETDs have a very limited threat detection library reserved only for those several explosives of largest concern. Adding additional compounds to the detection library of an IMS-based ETD fundamentally reduces the instrument\u2019s performance, further increasing the likelihood of false alarms. In contrast, adding additional compounds does not degrade the TRACER 1000\u2019s detection capabilities, as it has a virtually unlimited and easily expandable threat library. Wit", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1001907_2020.htm (CIK: 1001907, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00421", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS.\nWe are a smaller reporting company and therefore not required to provide this information in our Form 10-K.\nITEM 1B.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1191334_2020.htm (CIK: 1191334, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00422", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\nThe following discussion should be read in conjunction with the consolidated financial statements and notes thereto appearing elsewhere in this Annual Report on Form 10-K. In addition to historical data, this discussion contains forward-looking statements about the Company\u2019s business, operations and financial performance based on current expectations that involve risks, uncertainties and assumptions. The Company\u2019s actual results may differ materially from those in this discussion as a result of various factors, including, but not limited to, those discussed under Part, I. Item 1A - \u201cRisk Factors\u201d in this Annual Report on Form 10-K.\nOverview\nThe Company is a Maryland corporation that has elected and qualified to be taxed as a REIT for U.S. federal income tax purposes beginning with the taxable year ending December 31, 2017. The Company is externally managed by the Advisor, a Delaware limited liability company and wholly owned subsidiary of the Company\u2019s sponsor, CFI. The Company is a commercial real estate company formed to invest in and manage a diversified portfolio of income-producing commercial properties and other real estate-related assets.\nThe Company was incorporated in the State of Maryland on February 2, 2016 under the name Rodin Global Access Property Trust, Inc. On September 12, 2016, the Company changed its name to Rodin Global Property Trust, Inc. and on July 30, 2020, the Company changed its name to Cantor Fitzgerald Income Trust, Inc.\nThe Company plans to own substantially all of its assets and conduct its operations through the Operating Partnership. The Company is the sole general partner and limited partner of the Operating Partnership and the Special Unit Holder is the sole special unit holder of the Operating Partnership.\nOn February 2, 2016, the Company was capitalized with a $200,001 investment by CFI through the purchase of 8,180 Class A shares. The Company has registered the Initial Offering with the SEC. The Company\u2019s Registration Statement for the Initial Offering was declared effective by the SEC on March 23, 2017. On May 18, 2017, the Company satisfied the Minimum Offering Requirement. The Company terminated the Primary Offering effective July 31, 2020, but is continuing to offer up to $50.0 million of common stock pursuant to the DRP. On March 20, 2020, the Company filed a registration statement for the Follow-On Offering. The Company\u2019s Registration Statement for the Follow-On Offering was declared effective by the SEC in August 2020. Additionally, upon commencement of the Follow-On Offering, the Company began operating as a non-exchange traded perpetual-life REIT.\nAs of March 23, 2021, the Company had sold 3,455,275 Class AX shares, 1,463,792 Class TX shares, 1,195,971 Class IX shares, 143,293 Class T shares, 115,798 Class D shares, 1,569 Class S shares, and 443,006 Class I shares of common stock in the Offerings, as well as 183,320 Class AX shares, 71,623 Class TX shares, 41,189 Class IX shares, 188 Class T shares, 244 Class D shares, 2 Class S shares, and 1,624 Class I shares in the DRP for aggregate net proceeds of $166,821,149 in the Offerings.\nPrior to the commencement of the Follow-On Offering, the Company determined its NAV as of the end of each quarter. NAV, as defined, is calculated consistent with the procedures set forth in the Company\u2019s prospectus and excludes any O&O Costs, with such costs to be reflected in the Company\u2019s NAV to the extent the Company reimburses the Advisor for these costs. Upon commencement of the Follow-On Offering, the Company started determining its NAV on a monthly basis, beginning with the determination of NAV as of July 31, 2020. As of December 31, 2020, the Company\u2019s NAV was $23.88 per Class AX share, Class IX share, Class I share and Class D share, $23.86 per Class TX share, and $23.87 per Class T share and Class S share. For further discussion of the Company\u2019s NAV ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1666244_2020.htm (CIK: 1666244, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00423", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A - RISK FACTORS\nIn conducting our business, we face many risks that may interfere with our business objectives. Some of these risks could materially and adversely affect our business, financial condition and results of operations. In particular, we are subject to various risks resulting from changing economic, political, industry, business and financial conditions. The risks and uncertainties described below are not the only ones we face.\nYou should carefully consider the following factors and other information in this annual report. If any of the negative events referred to below occur, our business, financial condition and results of operations could suffer. In any such case, the trading price of our common stock could decline.\nRisks Related to Commercialization of AMZEEQ and ZILXI\nWe are largely dependent on the success of AMZEEQ for the treatment of acne and ZILXI for the treatment of rosacea.\nTo date, we have invested significant efforts and financial resources in the research and development of (i) AMZEEQ for the treatment of inflammatory lesions of non-nodular moderate-to-severe acne vulgaris in patients 9 years of age and older, which received approval from the FDA in October 2019 and became available for prescribing in January 2020 and (ii) ZILXI for the treatment of rosacea in adults, which received approval in May 2020 and became available for prescribing in October 2020. Our success will depend largely on our ability to (i) successfully commercialize AMZEEQ and ZILXI, (ii) advance the development of our pipeline candidates and (iii) comply with the regulatory requirements that apply to these activities. If we fail to successfully commercialize AMZEEQ and/or ZILXI, or we do not successfully develop and commercialize our pipeline candidates, our financial position and results of operations would be adversely affected.\nWe face risks related to COVID-19 and other health epidemics and widespread outbreaks of contagious disease, which have significantly disrupted, and may continue to significantly disrupt, our operations and impact our financial results.\nThe COVID-19 pandemic and government measures taken in response to the pandemic have had a significant impact, both direct and indirect, on global businesses and commerce, including our own operations. For example, our product sales for AMZEEQ and ZILXI have been negatively impacted by office closures as a result of the pandemic. Even as our customers\u2019 offices began to reopen, our access to healthcare providers remained limited which dampened sales and negatively impacted our ability to execute our commercial strategy with respect to AMZEEQ and similarly impacted sales of ZILXI, which we launched on October 1, 2020. The future progression of the outbreak and its effects on our business and operations are uncertain. Many patients have chosen not to visit or contact their healthcare providers regarding their skin conditions, which has limited new patient access and conversion. In response to the outbreak, we have taken certain steps to safeguard our employees, healthcare professionals and our other partners. For example, beginning in the first quarter of 2020, our sales force and marketing team were removed from the field and adopted remote and virtual sales activities, including tele-detailing, web-based speaker programs and virtual product education sessions, as needed, in order to meet patients\u2019 needs. In addition, there was a surge in COVID-19 cases in the fourth quarter of 2020 that prompted several regions to re-institute restrictions, which continued to negatively impact our sales force\u2019s ability to access healthcare providers. No assurance can be made that remote sales tactics will be as effective as those used prior to the outbreak of COVID-19. If the activities of our sales force continue to be disrupted or patients elect not to visit their healthcare providers during the pandemic, we may continue to generate less revenue than expected which would have a m", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1566044_2020.htm (CIK: 1566044, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00424", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7 - MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nThis discussion contains forward-looking statements that involve risks and uncertainties. When reviewing the discussion below, you should keep in mind the substantial risks and uncertainties that impact our business. In particular, we encourage you to review the risks and uncertainties described in \u201cRisk Factors\u201d in Part I, Item 1A in this Annual Report on Form 10-K. These risks and uncertainties could cause actual results to differ materially from those projected or implied by our forward-looking statements contained in this report. These forward-looking statements are made as of the date of this management\u2019s discussion and analysis, and we do not intend, and do not assume any obligation, to update these forward-looking statements, except as required by law.\nAll amounts are expressed in United States dollars unless otherwise stated.\nOVERVIEW\nAptose is a science-driven biotechnology company advancing first-in-class targeted agents to treat life-threatening cancers, such as AML, high-risk MDS, CLL and other hematologic malignancies. Based on insights into the genetic and epigenetic profiles of certain cancers and patient populations, Aptose is building a pipeline of novel oncology therapies directed at dysregulated processes and signaling pathways. Aptose is developing targeted medicines for precision treatment of these diseases to optimize efficacy and quality of life by minimizing the side effects associated with conventional therapies. We currently have in development two molecules: luxeptinib (CG-806) and APTO-253, both being evaluated for safety, tolerability, pharmacokinetics and signals of efficacy in Phase 1 clinical trials. Each molecule is described below.\nLuxeptinib is an orally administered, highly potent first-in-class FLT3/BTK inhibitor that selectively targets defined clusters of kinases that are operative in hematologic malignancies. This mutationally agnostic small molecule anticancer agent is currently being evaluated in a Phase 1a/b study for the treatment of patients having B-cell malignancies including classic CLL, SLL and certain NHL that are resistant/refractory/intolerant to other therapies. In addition, Aptose received IND allowance and initiated patient dosing in a Phase 1a/b study to develop luxeptinib for the treatment of patients with R/R AML, including the emerging populations resistant to FLT3 inhibitors. In this trial of patients with R/R AML, the luxeptinib starting dose of 450 mg BID was selected because the plasma from B-cell cancer patients at that dose completely inhibited phospho-FLT3, suggesting that this starting dose might be active in the AML patient population, and that dose escalation is planned to identify an optimal dose for treating a breadth of AML patients. It is important to note that luxeptinib now is undergoing formal clinical development in both lymphoid and myeloid hematologic malignancies.\nAPTO-253 is a first-in-class small molecule therapeutic agent that clinically inhibits expression of the MYC oncogene without causing, to date, general myelosuppression of the bone marrow. The MYC oncogene is overexpressed across many hematologic cancers, including AML and certain B cell malignancies, as well as certain solid tumor indications. MYC acts as a transcription factor that regulates cell growth, proliferation, differentiation and apoptosis, and overexpression of MYC amplifies new sets of genes to promote survival of cancer cells. APTO-253 suppresses expression of the MYC oncogene in AML cells and depletes those cells of the MYC oncoprotein, leading to apoptotic cell death. APTO-253 is currently being evaluated in a Phase 1a/b study for the treatment of patients with R/R AML and high-risk MDS. APTO-253 may serve as a safe and effective MYC inhibitor for AML/MDS patients that combines well with other agents and does not significantly impact the normal bone marrow.\nImpact of COVID 19 on ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 882361_2020.htm (CIK: 882361, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00425", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nThe following discussion of our financial condition and results of operations contains forward-looking statements that involve risks and uncertainties, such as statements of our plans, objectives, expectations and intentions. As described at the beginning of this Annual Report on Form 10-K, our actual results could differ materially from those anticipated in these forward-looking statements. Factors that could contribute to such differences include those discussed at the beginning of this Report, below in this section and in the section above entitled \u201cRisk Factors.\u201d You should not place undue reliance on these forward-looking statements, which apply only as of the date of this Report. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect new information, events or circumstances after the date of this Report, or to reflect the occurrence of unanticipated events. You should read the following discussion and analysis in conjunction with our consolidated financial statements and the accompanying notes thereto included elsewhere in this Report.\nCURRENT OPERATIONS\nLife On Earth, Inc. was incorporated in April 2013 as Hispanica International Delights of America, Inc. as a Delaware corporation. In February 2018, the Company changed its name to Life On Earth, Inc. and is engaged in the distribution of its own proprietary functional beverages throughout the United States.\nWe are an innovative brand accelerator and incubator and we are focused on building and scaling concepts in the natural consumer products category. Our mission is to bring our strategic focus and long-term forward-looking vision to consumers in the health, wellness and active lifestyle spaces through superior branding, product quality, targeted acquisitions and retail experience in the functional beverage category\nIn October 2013, we signed a distribution agreement with Gran Nevada Beverage, Inc. (\u201cGran Nevada\u201d), an entity related through common management and ownership. The agreement provides us with the right to sell and distribute Gran Nevada\u2019s beverages in the United States with purchase prices at the then applicable wholesale prices charged to Gran Nevada\u2019s distributors. The agreement was for an initial term of five years with automatic renewals of successive five-year terms unless terminated. We initiated sales and distribution operations in March 2014. This agreement was renewed for an additional 5 years as per the agreement. During the years ended 2018 and 2019, the Company sold $506,581 and $73,592 respectively. These products were produced by a third party copacker and were not purchased from Gran Nevada. The decrease in sales from 2018 to 2019 was related to limited production capacity for the Gran Nevada Horchata that the company was producing. The availability of 3rd party copackers that can produce an Horchata are limited and it directly impacted the sales. As there is currently no co-packing available for this product the Company does not know if they will be able to produce this product again in the future.\nIn July 2016, we entered into a Stock Purchase and Sale Agreement to acquire all of the issued and outstanding common stock of Energy Sources Distributors, Inc. (\u201cESD\u201d) from its three founding shareholders. ESD provides wholesale distribution of specialty beverage products from its headquarters in Gilroy, California. The total purchase price for the acquisition was $450,000 in cash. We retained one of the selling founders as General Manager for a term of twelve (12) months pursuant to an employment agreement to manage operations at the ESD facility in Gilroy, California. ESD is now a wholly owned subsidiary of the Company. The acquisition of ESD in July 2016 allowed the Company to expand distribution on the West Coast. In June 2019, the Company further decided to discontinue the wholesale beverage distribu", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1579010_2020.htm (CIK: 1579010, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00426", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data\nThe following selected consolidated statement of operations data for the years ended December 31, 2020, 2019, 2018, 2017 and 2016 and the consolidated balance sheet data as of December 31, 2020, 2019, 2018, 2017 and 2016 have been derived from our audited consolidated financial statements and should be read in conjunction with the section titled \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d and our consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K.\nKey Business Metrics and Non-GAAP Financial Measures\nWe monitor key metrics to help us evaluate our business, identify trends affecting our business, formulate business plans and make strategic decisions. In addition to revenue, net loss, and other results under GAAP, the following table sets forth key business metrics and non-GAAP financial measures we use to evaluate our business. We believe these metrics and measures are useful to facilitate period-to-period comparisons of our business. We believe that the use of Adjusted EBITDA is helpful to our investors as this metric is used by management in assessing the health of our business and our operating performance. This measure, which we refer to as our non-GAAP financial measure, is not prepared in accordance with GAAP and has limitations as an analytical tool, and you should not consider this in isolation or as substitutes for analysis of our results of operations as reported under GAAP. You are encouraged to evaluate the adjustments and the reasons we consider them appropriate.\nPaid Ticket Volume\nOur success in serving creators is measured in large part by the number of tickets sold on our platform that generate ticket fees, referred to as paid ticket volume. We consider paid ticket volume an important indicator of the underlying health of the business. We have previously referred to this metric as 'paid tickets' and we calculate and report paid ticket volume in the same manner as we calculated and reported paid tickets. Our paid ticket volume for events outside of the United States represented 39.2%, 36.1% and 34.1% for the years ended December 31, 2020, 2019 and 2018, respectively.\nAdjusted EBITDA\nAdjusted EBITDA is a key performance measure that our management uses to assess our operating performance. Because Adjusted EBITDA facilitates internal comparisons of our historical operating performance on a more consistent basis, we use this measure for business planning purposes and in evaluating acquisition opportunities.\nWe calculate Adjusted EBITDA as net loss adjusted to exclude depreciation and amortization, stock-based compensation expense, interest expense, the change in fair value of redeemable convertible preferred stock warrant liability, loss on debt extinguishment, direct and indirect acquisitions related costs, employer taxes related to employee equity transactions, other income (expense), net, which consisted of interest income, foreign exchange rate gains and losses and changes in fair value of term loan embedded derivatives, and income tax provision (benefit). Adjusted EBITDA should not be considered as an alternative to net loss or any other measure of financial performance calculated and presented in accordance with GAAP.\nThe following table presents a reconciliation of our Adjusted EBITDA to the most comparable GAAP measure, net loss, for each of the periods indicated:\n(1) Direct and indirect acquisition related costs consist primarily of transaction and transition related fees and expenses incurred within one year of the acquisition date, including legal, accounting, tax and other professional fees as well as personnel-related costs such as severance and retention bonuses for completed, pending and attempted acquisitions.\nSome of the limitations of Adjusted EBITDA include (i) Adjusted EBITDA does not properly reflect capital spending that occurs off of the income statement or account ", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax provision. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00427", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nOur businesses routinely encounter and address risks, some of which may cause our future results to be different than we currently anticipate. The risk factors described below represent our current view of some of the most important risks facing our businesses and are important to understanding our business. The following information should be read in conjunction with Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations, Quantitative and Qualitative Disclosures About Market Risk and the consolidated financial statements and related notes included in this Annual Report on Form 10-K. This discussion includes a number of forward-looking statements. You should refer to the description of the qualifications and limitations on forward-looking statements in the first paragraph under Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations included in this Annual Report on Form 10-K. The level of importance of each of the following risks may vary from time to time, and any of these risks may have a materially adverse effect on our business, results of operations, financial condition or reputation.\nFailure to comply with, or changes in, laws and regulations applicable to our businesses could have a materially adverse effect on our reputation, results of operations or financial condition, or have other adverse consequences\nOur business is subject to a wide range of complex U.S. and foreign laws and regulations, including, but not limited to, the laws and regulations described in the \u201cIndustry Regulation\u201d section in Part I, Item 1 of this Annual Report on Form 10-K. Failure to comply with laws and regulations applicable to our operations or client solutions and services could result in the suspension or revocation of licenses or registrations, the limitation, suspension or termination of services, and the imposition of consent orders or civil and criminal penalties, including fines, that could damage our reputation and have a materially adverse effect on our results of operation or financial condition.\nIn addition, changes in laws or regulations, or changes in the interpretation of laws or regulations by a regulatory authority, may decrease our revenues and earnings and may require us to change the manner in which we conduct some aspects of our business. For example, a change in regulations either decreasing the amount of taxes to be withheld or allowing less time to remit taxes to government authorities would adversely impact average client balances and, thereby, adversely impact interest income from investing client funds before such funds are remitted to the applicable taxing authorities. Changes in taxation regulations could adversely affect our effective tax rate and our net income. Changes in laws that govern the co-employment arrangement between a professional employer organization and its worksite employees may require us to change the manner in which we conduct some aspects of\nour PEO business. Health care reform under the Affordable Care Act, related state laws, and the regulations thereunder, as well as the uncertainty surrounding the Affordable Care Act, have the potential to further impact the health insurance market for our PEO business and the demand for our health care compliance solutions. We are unable to determine the additional impact that any of this will have on our PEO business, our ability to attract and retain PEO clients or demand for our health care compliance solutions.\nFailure to comply with anti-corruption laws and regulations, economic and trade sanctions, anti-money laundering laws and regulations, and similar laws could have a materially adverse effect on our reputation, results of operations or financial condition, or have other adverse consequences\nRegulators worldwide are exercising heightened scrutiny with respect to anti-corruption, economic and trade sanctions, and anti-money laundering laws and regulations. Such hei", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: tax rate, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00428", "source": "edgar", "source_license": "public_domain", "text": "Item 8.\nFinancial Statements and Supplementary Data\nTable 16\nQUARTERLY\nFINANCIAL DATA\n(Unaudited)\n(Dollars in Thousands, Except\nPer Share Data)\nFourth\nThird\nSecond\nFirst\nFourth\nThird\nSecond\nFirst\nSummary of Operations:\nInterest Income\n$\n26,154\n$\n26,166\n$\n26,512\n$\n27,365\n$\n28,008\n$\n28,441\n$\n28,665\n$\n27,722\nInterest Expense\n1,181\n1,044\n1,054\n1,592\n1,754\n2,244\n2,681\n2,814\nNet Interest Income\n24,973\n25,122\n25,458\n25,773\n26,254\n26,197\n25,984\n24,908\nProvision for Credit Losses\n1,342\n1,308\n2,005\n4,990\n(162)\nNet Interest Income After\nProvision for Credit Losses\n23,631\n23,814\n23,453\n20,783\n26,416\n25,421\n25,338\n24,141\nNoninterest Income\n30,523\n34,965\n30,199\n15,478\n13,828\n13,903\n12,770\n12,552\nNoninterest Expense\n41,348\n40,342\n37,303\n30,969\n29,142\n27,873\n28,396\n28,198\nIncome Before Income Taxes\n12,806\n18,437\n16,349\n5,292\n11,102\n11,451\n9,712\n8,495\nIncome Tax Expense\n2,833\n3,165\n2,950\n1,282\n2,537\n2,970\n2,387\n2,059\n(Income) Loss Attributable to NCI\n(1)\n(2,227)\n(4,875)\n(4,253)\n-\n-\n-\n-\nNet Income Attributable to CCBG\n7,746\n10,397\n9,146\n4,287\n8,565\n8,481\n7,325\n6,436\nNet Interest Income (Tax Equivalent)\n$\n25,082\n$\n25,233\n$\n25,564\n$\n25,877\n$\n26,378\n$\n26,333\n$\n26,116\n$\n25,042\nPer Common Share:\nBasic Net Income\n$\n0.46\n$\n0.62\n$\n0.55\n$\n0.25\n$\n0.51\n$\n0.51\n$\n0.44\n$\n0.38\nDiluted Net Income\n0.46\n0.62\n0.55\n0.25\n0.51\n0.50\n0.44\n0.38\nCash Dividends Declared\n0.15\n0.14\n0.14\n0.14\n0.13\n0.13\n0.11\n0.11\nDiluted Book Value\n19.05\n20.20\n19.92\n19.50\n19.40\n19.14\n18.76\n18.35\nDiluted Tangible Book Value\n(2)\n13.76\n14.90\n14.62\n14.20\n14.37\n14.09\n13.70\n13.31\nMarket Price:\nHigh\n26.35\n21.71\n23.99\n30.62\n30.95\n28.00\n25.00\n25.87\nLow\n18.14\n17.55\n16.16\n15.61\n25.75\n23.70\n21.57\n21.04\nClose\n24.58\n18.79\n20.95\n20.12\n30.50\n27.45\n24.85\n21.78\nSelected Average Balances:\nLoans Held for Investment\n$\n1,993,470\n$\n2,005,178\n$\n1,982,960\n$\n1,847,780\n$\n1,834,085\n$\n1,824,685\n$\n1,814,401\n$\n1,772,967\nEarning Assets\n3,337,409\n3,223,838\n3,016,772\n2,751,880\n2,694,700\n2,670,081\n2,719,217\n2,704,802\nTotal Assets\n3,652,436\n3,539,332\n3,329,226\n3,038,788\n2,982,204\n2,959,310\n3,010,662\n2,996,511\nDeposits\n3,066,136\n2,971,277\n2,783,453\n2,552,690\n2,524,951\n2,495,755\n2,565,431\n2,564,715\nShareowners\u2019 Equity\n343,674\n340,073\n333,515\n331,891\n326,904\n320,273\n313,599\n307,262\nCommon Equivalent Average Shares:\nBasic\n16,763\n16,771\n16,797\n16,808\n16,750\n16,747\n16,791\n16,791\nDiluted\n16,817\n16,810\n16,839\n16,842\n16,834\n16,795\n16,818\n16,819\nPerformance Ratios:\nReturn on Average Assets\n0.84\n%\n1.17\n%\n1.10\n%\n0.57\n%\n1.14\n%\n1.14\n%\n0.98\n%\n0.87\n%\nReturn on Average Equity\n8.97\n12.16\n11.03\n5.20\n10.39\n10.51\n9.37\n8.49\nNet Interest Margin (FTE)\n3.00\n3.12\n3.41\n3.78\n3.89\n3.92\n3.85\n3.75\nNoninterest Income as % of Operating Revenue\n55.00\n58.19\n54.26\n37.52\n34.50\n34.67\n32.95\n33.51\nEfficiency\nRatio\n74.36\n67.01\n66.90\n74.89\n72.48\n69.27\n73.02\n75.01\nAsset Quality:\nAllowance for Credit Losses\n$\n23,816\n$\n23,137\n$\n22,457\n$\n21,083\n$\n13,905\n$\n14,319\n$\n14,593\n$\n14,120\nAllowance for Credit Losses\nto Loans HFI\n1.19\n%\n1.16\n%\n1.11\n%\n1.13\n%\n0.75\n%\n0.78\n%\n0.79\n%\n0.78\n%\nNonperforming Assets (\"NPA's\")\n6,679\n6,732\n8,025\n6,337\n5,425\n5,454\n6,632\n6,949\nNPA\u2019s\nto Total Assets\n0.18\n0.19\n0.23\n0.21\n0.18\n0.19\n0.22\n0.23\nNPA\u2019s\nto Loans plus ORE\n0.33\n0.34\n0.40\n0.34\n0.29\n0.30\n0.36\n0.39\nAllowance to Non-Performing Loans HFI\n405.66\n420.30\n322.37\n432.61\n310.99\n290.55\n259.55\n279.77\nNet Charge-Offs to Average\nLoans HFI\n0.09\n0.11\n0.05\n0.23\n0.05\n0.23\n0.04\n0.20\nCapital Ratios:\nTier 1 Capital\n16.19\n%\n16.77\n%\n16.59\n%\n16.12\n%\n17.16\n%\n16.83\n%\n16.36\n%\n16.34\n%\nTotal Capital\n17.30\n17.88\n17.60\n17.19\n17.90\n17.59\n17.13\n17.09\nCommon Equity Tier 1 Capital\n13.71\n14.20\n14.01\n13.55\n14.47\n14.13\n13.67\n13.62\nLeverage\n9.33\n9.64\n10.12\n10.81\n11.25\n11.09\n10.64\n10.53\nTangible Common Equity\n(2)\n6.25\n7.16\n7.21\n7.98\n8.06\n8.31\n7.83\n7.56\n(1)\nAcquired 51% membership interest\nin Brand Mortgage Group, LLC\nre-named Capital City Home Loans on March\n1, 2020 - fully consolidated\n(1)\nDiluted tangible book value and tangible common equity ratio are\nnon-GAAP financial measures. For additional information,\nincluding a reconcili", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax expense, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00429", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nThe information required by Item 11 will be included in the Proxy Statement under the headings \u201cBoard of Directors and Corporate Governance - Director Compensation,\u201d \u201cExecutive Compensation\u201d and \u201cReport of the Compensation Committee,\u201d and is incorporated herein by reference.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1409970_2020.htm (CIK: 1409970, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00430", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures about Market Risk\nAs of December 31, 2020, we were not subject to any market or interest rate risk. Following the consummation of our Initial Public Offering, the net proceeds of our Initial Public Offering, including amounts in the Trust Account, have been invested in U.S. government treasury bills, notes or bonds with a maturity of 180 days or less or in certain money market funds that invest solely in U.S. treasuries. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1785592_2020.htm (CIK: 1785592, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00431", "source": "edgar", "source_license": "public_domain", "text": "Item 11. EXECUTIVE COMPENSATION.\nInformation regarding the compensation of each of our named executive officers, including our Chief Executive Officer, will be located in the Proxy Statement in the section entitled \u201cCompensation Discussion & Analysis,\u201d which information is incorporated herein by reference. Information regarding the compensation of our directors will be located in the Proxy Statement in the section entitled \u201cNon-Employee Director Compensation,\u201d which information is incorporated herein by reference.\nThe information required by Item 407(e)(4) of SEC Regulation S-K will be located in the Proxy Statement in the section entitled \u201cCompensation Committee Interlocks and Insider Participation,\u201d which information is incorporated herein by reference.\nThe information required by Item 407(e)(5) of SEC Regulation S-K will be located in the Proxy Statement in the section entitled \u201cCompensation Committee Report,\u201d which information is incorporated herein by reference.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 47111_2020.htm (CIK: 47111, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00432", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data.\nThe following selected consolidated financial data for the fiscal years ended December 31, 2016 through 2020, is qualified in its entirety by, and should be read in conjunction with, the other information and consolidated financial statements, including the notes thereto, appearing elsewhere herein. Certain immaterial amounts as presented in the accompanying consolidated financial statements have been reclassified to conform to 2020 financial statement presentation.\nIn addition, during the periods presented we made the following acquisitions considered significant to our operations (a) in 2020 we acquired LSC and (b) in 2019 we acquired GFAB.\n36 -\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 29002_2020.htm (CIK: 29002, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00433", "source": "edgar", "source_license": "public_domain", "text": "Item 7.\nManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nNot Applicable.\nItem 7A.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1283464_2020.htm (CIK: 1283464, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00434", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8.\nFINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nSUPPLEMENTARY DATA\nQuarterly Financial Information for the Quarter Ended December 31, 2020 (Unaudited)\nThe following consolidated financial statements are filed as part of this Annual Report on Form 10-K:\nReports of Independent Registered Public Accounting Firm.\nConsolidated Statements of Operations and Comprehensive Income for the Years Ended December 31, 2020, 2019 and 2018.\nConsolidated Balance Sheets as of December 31, 2020 and 2019.\nConsolidated Statements of Shareholders\u2019 Equity for the Years Ended December 31, 2020, 2019 and 2018.\nConsolidated Statements of Cash Flows for the Years Ended December 31, 2020, 2019 and 2018.\nNotes to Consolidated Financial Statements.\nSchedule II for the Years Ended December 31, 2020, 2019 and 2018.\nArmstrong World Industries, Inc., and Subsidiaries\nQuarterly Financial Information (unaudited)\n(dollar amounts in millions, except for per share data)\nFourth Quarter 2020 Compared With Fourth Quarter 2019 - Continuing Operations\nConsolidated net sales of $239 million in the fourth quarter of 2020 decreased 3.3% due to unfavorable AUV of $7 million and lower volumes of $1 million. We experienced less of a comparative decline in the fourth quarter of 2020 compared to the third quarter of 2020.\nMineral Fiber net sales decreased 7.2% due to lower volumes of $8 million and unfavorable AUV of $6 million. Architectural Specialties net sales increased 5.9% due to the impact of the 2020 Acquisitions, partially offset by lower volumes. Net sales in both segments were negatively impacted by a reduction in demand as a result of COVID-19.\nFor the fourth quarter of 2020, cost of goods sold was 65.3% of net sales, compared to 64.1% in the fourth quarter of 2019. The increase in cost of goods sold as a percent of net sales in comparison to 2019 was primarily due to unfavorable AUV and the impact of the 2020 Acquisitions, partially offset by improved manufacturing productivity and cost reduction actions. The unfavorable AUV was primarily driven by lower mix due to changes in sales by customer group, and to a lesser extent, due to regional weakness in major metropolitan areas.\nSG&A expenses for the fourth quarter of 2020 were $54.5 million, or 22.8% of net sales compared to $40.0 million, or 16.2% of net sales, for the fourth quarter of 2019. The increase in SG&A expenses was driven primarily by a $10 million charitable endowment level funding to the Armstrong Foundation, a $5 million increase in SG&A expenses, including intangible asset amortization, due to the impact of the 2020 Acquisitions, a $4 million increase in business development costs and investments in digitally enabled systems and tools, and a $3 million decrease in cost reimbursements, net of related expenses, earned under our Transaction Services Agreement with Knauf. These increases in SG&A expenses were partially offset by an $8 million reduction in expenses related to higher environmental insurance settlements, net of charges and a $2 million reduction in travel expense.\nEquity earnings in the fourth quarter of 2020 were $15.8 million compared to $13.6 million for the fourth quarter of 2019. During the fourth quarter of 2019 and as a result of the Sale, we recorded a $5 million decrease in WAVE equity earnings, representing our share of WAVE\u2019s fourth quarter of 2019 loss on sale of its discontinued European and Pacific Rim businesses. Excluding the impact of our portion of WAVE\u2019s fourth quarter loss on the Sale, WAVE equity earnings decreased due to unfavorable AUV and lower sales volumes and an increase in selling and administrative charges from AWI and Worthington Industries, Inc. These decreases in WAVE equity earnings were partially offset by lower input costs, particularly steel. See Note 11 to the Consolidated Financial Statements for further information.\nOperating income was $44.1 million in the fourth quarter of 2020 compared to $62.2 million in the fourth quarter of 2019.\nInterest expe", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 7431_2020.htm (CIK: 7431, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00435", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nSet forth below are the risks we believe investors should consider carefully in evaluating an investment in the securities of Cousins Properties Incorporated.\nGeneral Risks of Owning and Operating Real Estate\nOur ownership of commercial real estate involves a number of risks, the effects of which could adversely affect our business.\nGeneral economic and market risks. In a general economic decline or recessionary climate, our commercial real estate assets may not generate sufficient cash to pay expenses, service debt, or cover operational, improvement, or maintenance costs, and, as a result, our results of operations and cash flows may be adversely affected. Factors that may adversely affect the economic performance and value of our properties include, among other things:\n\u2022changes in the national, regional, and local economic climate;\n\u2022local real estate conditions such as an oversupply of rentable space caused by increased development of new properties, a reduction in demand for rentable space caused by a change in the wants and needs of our tenants, or economic conditions making our locations undesirable;\n\u2022the attractiveness of our properties to tenants or buyers;\n\u2022competition from other available properties;\n\u2022changes in market rental rates and related concessions granted to tenants including, but not limited to, free rent and tenant improvement allowances;\n\u2022uninsured losses as a result of casualty events;\n\u2022sociopolitical unrest such as political instability, civil unrest, armed hostilities, or political activism resulting in a disruption of day-to-day building operations;\n\u2022the need to periodically repair, renovate, and re-lease properties; and\n\u2022changes in federal and state income tax laws as they affect real estate companies and real estate investors.\nUncertain economic conditions may adversely impact current tenants in our various markets and, accordingly, could affect their ability to pay rent owed to us pursuant to their leases. In periods of economic uncertainty, tenants are more likely to downsize and/or to declare bankruptcy; and, pursuant to various bankruptcy laws, leases may be rejected and thereby terminated. Furthermore, our ability to sell or lease our properties at favorable rates, or at all, may be negatively impacted by general or local economic conditions.\nOur ability to collect rent from tenants may affect our ability to pay for adequate maintenance, insurance, and other operating costs (including real estate taxes). Also, the expense of owning and operating a property is not necessarily reduced when circumstances such as market factors cause a reduction in income from the property. If a property is mortgaged and we are unable to meet the mortgage payments, the lender could foreclose on the mortgage and take title to the property. In addition, interest rates, financing availability, law changes, and governmental regulations (including those governing usage, zoning, and taxes) may adversely affect our financial condition.\nImpairment risks. We regularly review our real estate assets for impairment; and based on these reviews, we may record impairments that have an adverse effect on our results of operations. Negative or uncertain market and economic conditions, as well as market volatility, increase the likelihood of incurring impairment. If we decide to sell a real estate asset rather than holding it for long-term investment or if we reduce our estimates of future cash flows on a real estate asset, the risk of impairment increases. The magnitude and frequency with which these charges occur could materially and adversely affect our business, financial condition, and results of operations.\nLeasing risk. Our properties were 90.8% leased at December 31, 2020. Our operating revenues are dependent upon entering into leases with, and collecting rents from, our tenants. Tenants whose leases are expiring may want to decrease the space they lease and/or may be unwilling to continue their lease. Whe", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax law. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00436", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nOur future income, cash flows and fair values of the financial instruments are subject to risks relating to interest rates and foreign currency exchange rates.\nInterest rate risk\nWe are subject to interest rate risk in connection with our long-term debt and settlement facilities, which have variable interest rates. The interest rates on these facilities are based on a fixed margin plus a market interest rate, which can fluctuate but is subject to a minimum rate. Interest rate changes could impact the amount of our interest payments, and accordingly, our future earnings and cash flows, assuming other factors are held constant.\nAs of December 31, 2020, we had approximately $591.2 million of debt outstanding, net of accrued interest, of which $500.0 million was subject to an interest rate hedge. The Company entered into the interest rate hedge in May 2020, to reduce a portion of the exposure to market rate risk associated with its variable-rate debt. Refer to Note 14 \u201cDerivatives,\u201d in the notes to the accompanying consolidated financial statements.\nIn the future, the interest rate may increase and we may be subject to interest rate risk. Based on the amount outstanding on our Senior Secured Credit Facilities on December 31, 2020, an increase of 100 basis points in the applicable interest rate would increase our annual interest expense by approximately $0.9 million. A decrease of 100 basis points in the applicable variable interest rate (assuming such reduction would not be below the minimum rate) would reduce our annual interest expense by approximately $0.9 million.\nForeign currency risk\nWe are exposed to changes in foreign currency rates as a result of our significant foreign operations. Revenue and income generated by international operations will increase or decrease compared to prior periods as a result of changes in foreign currency exchange rates. A hypothetical uniform 10% weakening in the value of the U.S. dollar relative to all the currencies in which our revenue and income are denominated would result in an increase to pretax income of approximately $4.8 million on an annual basis. The increase results from revenue and income earned in foreign currencies, primarily denominated in the Euro, Polish Zloty and Mexican Peso. Similarly, a hypothetical uniform 10% strengthening in the value of the U.S. dollar relative to all the currencies in which our revenue and income are denominated would result in a decrease to pretax income of approximately $4.8 million on an annual basis. The decrease results from revenue and income earned in foreign currencies, primarily denominated in the Euro, Polish Zloty and Mexican Peso. There are inherent limitations in the sensitivity analysis presented, primarily due to the assumption that foreign exchange rate movements are linear and instantaneous. As a result, the analysis is unable to reflect the potential effects of more complex market changes that could arise, which may positively or negatively affect our income.\nITEM 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1704596_2020.htm (CIK: 1704596, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00437", "source": "edgar", "source_license": "public_domain", "text": "Item 1A.\nRisk Factors.\nRisk Factors\nInvesting in our common stock involves a high degree of risk. You should carefully consider the following risk factors before deciding whether to invest in the Company. Additional risks and uncertainties not presently known to us, or that we currently deem immaterial, may also impair our business operations or our financial condition. If any of the events discussed in the risk factors below occur, our business, consolidated financial condition, results of operations or prospects could be materially and adversely affected. In such case, the value and marketability of the common stock could decline.\nRisks Related to Our Business and Industry\nCoronavirus could adversely impact our business by delaying our ability to receive raw materials and manufacture our product, effectively manage our business, or conduct meetings.\nAs the concern for the Coronavirus (\u201cCOVID-19\u201d) continues, the outbreak of the COVID-19 could disrupt our supply chain, as well as our own operations due to absenteeism by infected or ill members of management or other employees, or absenteeism by members of management and other employees who elect not to come to work due to the illness affecting others in our office or plant, or due to quarantines. COVID-19 illness could also impact members of our Board of Directors resulting in absenteeism from meetings of the directors or committees of directors, and making it more difficult to convene the quorums of the full Board of Directors or its committees needed to conduct meetings for the management of our affairs.\nThere is substantial doubt about our ability to continue as a going concern.\nAs we continue our marketing and sales efforts, we continue to make strides in product awareness and project needs. We have received a few letters of intent and expect to begin generating revenues in the second quarter of 2021. However, these revenues are not significant enough to be able to generate profits this early in our plan. We have incurred operating losses since our inception and will continue to incur net losses until we can produce sufficient revenues to cover our costs. In addition, a number of factors continue to hinder the Company's ability to attract capital investment, and no assurances can be given that the Company will be successful in raising future capital. We have concluded that these conditions, in aggregate, raise substantial doubt about our ability to continue as a going concern. Our independent auditors have included in their audit reports an explanatory paragraph that states that our net loss and working capital deficiency raises substantial doubt about our ability to continue as a going concern.\nWe have a limited operating history; incurring net losses in the past and the expectation of incurring additional net losses in the future.\nWe have a limited operating history and have not recorded a profit since inception. As a result of this, and the uncertainty of the market in which we operate, we cannot reliably forecast our future results of operations. We expect to increase our operating expenses in the future as a result of refining and upgrading internal processes, as well as implementing a sales and marketing strategy. In addition, we expect our operating expenses to increase in the future as we expand our operations. If our operating expenses exceed our expectations, our financial performance could be adversely affected. If our revenue does not grow to offset these increased expenses, we may not be profitable in a near-term future period.\nWe have a short operating history and a new business model in an emerging market. This makes it difficult to evaluate our future prospects and increases the risk of your investment.\nWe have very little operating history for you to evaluate in assessing our future prospects. You must consider our business and prospects in light of the risks and difficulties we will encounter as an early-stage company in a new market. We may not be able t", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1448705_2020.htm (CIK: 1448705, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00438", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data\nThe following table should be read in conjunction with the Consolidated Financial Statements included in Item 8. Financial Statements and Supplementary Data.\nDominion Energy\u2019s Consolidated Financial Statements include the results of operations acquired in the SCANA Combination effective January 2019.\nDOMINION ENERGY\n(1)\nOperating revenue, net income and earnings per share exclude amounts presented in discontinued operations related to the gas transmission and storage operations sold to, or under contract to be sold to, BHE as well as Dominion Energy\u2019s investment in Atlantic Coast Pipeline. Long-term debt excludes amounts reflected as held-for-sale. See Note 3 to Dominion Energy\u2019s Consolidated Financial Statements for more information regarding the amounts presented as discontinued operations or held-for-sale.\n(2)\nIncludes $559 million after-tax charge associated primarily with the planned early retirement of certain electric generation facilities, $496 million of after-tax charges for an impairment attributable to Dominion Energy\u2019s interests in certain nonregulated solar generation facilities and a contract termination in connection with the sale of Fowler Ridge, $191 million of after-tax charges for expected CCRO and customer arrears forgiveness for Virginia utility customers and $93 million of after-tax charges associated with litigation acquired in the SCANA Combination, partially offset by a $264 million after-tax net gain related to nuclear decommissioning trust funds.\n(3)\nIncludes merger and integration-related costs associated with the SCANA Combination of $1.8 billion after-tax (inclusive of $756 million after-tax charge for refunds of amounts previously collected for the NND Project, $480 million after-tax charge for litigation acquired in the SCANA Combination and $286 million after-tax charge related to a voluntary retirement program), $585 million after-tax charges associated primarily with the planned early retirement of certain electric generation facilities, automated meter reading infrastructure and the termination of a contract with a non-utility generator, partially offset by a $429 million after-tax net gain related to nuclear decommissioning trust funds.\n(4)\nIncludes $568 million after-tax gains on sales of certain nonregulated generation facilities and equity method investments partially offset by $164 million after-tax charge related to the impairment of certain gathering and processing assets and a $160 million after-tax charge associated with Virginia legislation enacted in March 2018 that required one-time rate credits of certain amounts to utility customers.\n(5)\nIncludes $851 million of tax benefits resulting from the remeasurement of deferred income taxes to the new corporate income tax rate, partially offset by $96 million of after-tax charges associated with equity method investments in wind-powered generation facilities.\n(6)\nIncludes a $122 million after-tax charge related to future ash pond and landfill closure costs at certain utility generation facilities.\n(7)\nIncludes finance leases.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax rate, tax benefit. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00439", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nThe discussion below contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those which are discussed in the section titled \u201cRisk Factors.\u201d Also see \u201cStatement Regarding Forward-Looking Statements\u201d preceding Part I.\nThe following discussion and analysis should be read in conjunction with the \u201cSelected Financial Data\u201d above and our accompanying consolidated financial statements and the notes thereto.\nOur Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations is organized as follows:\n\u2022Overview\n\u2022Recent Developments\n\u2022Results of Operations\n\u2022Liquidity and Capital Resources\n\u2022Obligations and Commitments\n\u2022Capital Expenditures\n\u2022Critical Accounting Policies\n\u2022Impact of Inflation\n\u2022Off-Balance Sheet Arrangements\nOverview\nCareTrust REIT is a self-administered, publicly-traded REIT engaged in the ownership, acquisition, development and leasing of skilled nursing, seniors housing and other healthcare-related properties. As of December 31, 2020, CareTrust REIT\u2019s real estate portfolio consisted of 218 skilled nursing facilities (\u201cSNFs\u201d), multi-service campuses and assisted living facilities (\u201cALFs\u201d) consisting of 22,466 operational beds and units located in 28 states with the highest concentration of properties by rental income located in California, Texas, Louisiana, Idaho and Arizona. As of December 31, 2020, we also had other real estate investments consisting of one mezzanine loan receivable with a carrying value of $15.0 million.\nRecent Developments\nCOVID-19\nThe COVID-19 pandemic has led governments and other authorities around the world, including federal, state and local authorities in the United States, to impose measures intended to reduce its spread, including restrictions on freedom of movement and business operations such as travel bans, border closings, business limitations and closures (subject to exceptions for essential operations and businesses), quarantines and shelter-in-place orders. Although some of these governmental restrictions have since been lifted or scaled back, resurgences of COVID-19 and the emergence of new variants thereof have resulted in the reimposition of certain restrictions and may lead to other restrictions being implemented in response to efforts to reduce the spread of COVID-19 and its variants. Given the dynamic nature of these circumstances and the related adverse impact these restrictions have had, and may continue to have, on the economy generally, our business, results of operations and financial condition may be adversely impacted by the COVID-19 pandemic.\nTenants operating our properties pursuant to triple-net master leases have been adversely impacted, and we expect that they will continue to be adversely impacted, by the COVID-19 pandemic. Our tenants are experiencing increased operating costs as a result of actions they are taking to prevent or mitigate the outbreak or spread of COVID-19 at their facilities, including in connection with their implementation of safety protocols and procedures, the cost of increased purchases of personal protective equipment, the costs of mandated testing and other regulatory requirements, and increased staffing costs. To assist and protect our tenants and their residents, patients and staffs, we employed our scale and purchasing power to procure approximately $1.2 million of then-scarce personal protective equipment (\u201cPPE\u201d) from March 27, 2020 to December 31, 2020, and offered it to our tenants at our volume-discounted cost. This not only enabled them to obtain critical PPE at a time when its availability was limited to smaller purchasers, it also enabled them to benefit from the cost efficiencies of our bulk order. Tenants who received PPE from us have fully reimbursed the discou", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1590717_2020.htm (CIK: 1590717, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00440", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\n(1)Revenue is defined as net interest income plus noninterest income.\n(2)TE adjustment is based on the federal income tax rate.\n(3)Include AFS and HTM securities.\n(4)Loans and leases are net of unearned income and include LHFS.\n(5)Includes AFS securities at fair value and HTM securities at amortized cost.\nTruist Financial Corporation 41\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax rate. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00441", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data.\nThe financial statements required by this item are set forth beginning on page of this Annual Report on Form 10-K.\nItem 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1650648_2020.htm (CIK: 1650648, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00442", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nOur prospects are subject to certain uncertainties and risks. Our future results could differ materially from current results, and our actual results could differ materially from those projected in forward-looking statements as a result of certain risk factors. These risk factors include, but are not limited to, those set forth below, other one-time events, and important factors disclosed previously and from time to time in our other filings with the SEC.\nMATERIAL RISKS RELATING TO OUR MH, RV AND MARINA BUSINESSES\nGeneral economic conditions and the concentration of our MH, RV and Marina properties in certain geographic areas may affect our ability to generate sufficient revenue.\nThe market and economic conditions in our current markets generally, and specifically in metropolitan areas of our current markets, may significantly affect occupancy or rental rates. Occupancy and rental rates, in turn, may significantly affect our revenues, and if our properties do not generate revenues sufficient to meet our operating expenses, including debt service and capital expenditures, our cash flow and ability to pay or refinance our debt obligations could be adversely affected.\nAs of December 31, 2020, 142 MH and RV properties, representing 26.3 percent of developed sites, are located in Florida; 79 properties, representing 18.1 percent of developed sites, are located in Michigan; 27 properties, representing 6.3 percent of developed sites, are located in Texas; and 40 properties, representing 6.0 percent of developed sites, are located in California. As of December 31, 2020, we have revenue concentrations of marinas in Florida, Rhode Island, and Connecticut of approximately 29.0 percent, 13.0 percent and 8.0 percent, respectively. As a result of the geographic concentration of our MH and RV properties in Florida, Michigan, Texas and California, and geographic concentration of our marinas in Florida, Rhode Island, and Connecticut, we are exposed to the risks of downturns in local economies or other local real estate market conditions which could adversely affect occupancy rates, rental rates, and property values in these markets.\nOur revenue would also be adversely affected if tenants were unable to pay rent or if sites were unable to be rented on favorable terms. If we were unable to promptly relet or renew the leases for a significant number of the sites, or if the rental rates upon such renewal or reletting were significantly lower than expected rates, then our business and results of operations could be adversely affected. In addition, certain expenditures associated with each property (such as real estate taxes and maintenance costs) generally are not reduced when circumstances cause a reduction in income from the property. Furthermore, real estate investments are relatively illiquid and, therefore, will tend to limit our ability to vary our portfolio promptly in response to changes in economic or other conditions.\nThe following factors, among others, may adversely affect the revenues generated by our properties:\n\u2022outbreaks of disease, including the COVID-19 pandemic, and related stay-at-home orders, quarantine policies and restrictions on travel, trade and business operation;\n\u2022the national and local economic climate which may be adversely impacted by, among other factors, plant closings, and industry slowdowns;\n\u2022local real estate market conditions such as the oversupply of MH and RV sites or a reduction in demand for MH and RV sites in an area;\n\u2022a decrease in the number of people interested in the RV lifestyle or boating;\n\u2022changes in foreign currency exchange rates, including between the U.S. dollar and each of the Canadian dollar and Australian dollar;\n\u2022the number of repossessed homes in a particular market;\n\u2022an oversupply of, or a reduced demand for, manufactured homes;\n\u2022the difficulty facing potential purchasers in obtaining affordable financing as a result of heightened lending criteria;\n\u2022an increase or decre", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 912593_2020.htm (CIK: 912593, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00443", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nThe information required by this Item is incorporated herein by reference to the information that will be contained in our proxy statement related to the 2021 Annual Meeting of Stockholders, which we intend to file with the SEC within 120 days of the year ended December 31, 2020.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1720893_2020.htm (CIK: 1720893, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00444", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nReferences to the \u201cCompany,\u201d \u201cInvestindustrial Acquisition Corp.,\u201d \u201cour,\u201d \u201cus\u201d or \u201cwe\u201d refer to Investindustrial Acquisition Corp. The following discussion and analysis of the Company\u2019s financial condition and results of operations should be read in conjunction with the audited financial statements and the notes thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.\nOverview\nWe are a blank check company incorporated on September 7, 2020 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. We intend to effectuate our initial business combination using cash from the proceeds of our initial public offering (the \u201cInitial Public Offering\u201d) and the sale of the private placement shares, our shares, debt or a combination of cash, equity and debt.\nOur sponsor is Investindustrial Acquisition Corp. L.P, a limited partnership incorporated in England and Wales (the \u201cSponsor\u201d). Our registration statement for the Initial Public Offering was declared effective on November 18, 2020. On November 23, 2020, we consummated an Initial Public Offering of 35,000,000 units (each, a \u201cUnit\u201d and collectively, the \u201cUnits\u201d and, with respect to the Class A ordinary shares included in the Units, the \u201cPublic Shares\u201d), at an offering price of $10.00 per Unit, generating gross proceeds of $350.0 million, and incurring offering costs of approximately $19.3 million, inclusive of approximately $12.3 million in deferred underwriting commissions. On November 24, 2020, the Underwriters fully exercised the over-allotment option to purchase an additional 5,250,000 Units (the \u201cOver-Allotment Units\u201d). On November 27, 2020, the Company completed the sale of the Over-Allotment Units to the Underwriters (the \u201cOver-Allotment\u201d), generating gross proceeds of $52.5 million and incurring additional offering costs of approximately $2.9 million in underwriting fees (inclusive of approximately $1.8 million in deferred underwriting commissions).\nSimultaneously with the closing of the Initial Public Offering on November 23, 2020, the Company completed the private placement (the \u201cPrivate Placement\u201d) of an aggregate of 6,000,000 Private Placement warrants (the \u201cPrivate Placement Warrants\u201d) at a price of $1.50 per Private Placement Warrant to the Sponsor, generating proceeds of $9.0 million. Simultaneously with the closing of the Over-Allotment, on November 27, 2020, the Company consummated the second private placement (the \u201cSecond Private Placement\u201d), resulting in the purchase of an aggregate of an additional 700,000 Private Placement Warrants by the Sponsor, generating gross proceeds to the Company of approximately $1.1 million.\nUpon the closing of the Initial Public Offering and the Private Placement, an aggregate of $350.0 million ($10.00 per Unit), consisting of $343.0 million of the net proceeds of the Initial Public Offering and $7.0 million of the gross proceeds of the Private Placement, was placed in a trust account (\u201cTrust Account\u201d), located in the United States at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee, and is invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in money market fund meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. Upon closing of the Over-Allotment and the Second Private Placement, an aggrega", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1825042_2020.htm (CIK: 1825042, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00445", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nThe independent registered public accounting firm's reports, consolidated financial statements and schedule listed in the accompanying index are filed as part of this report and incorporated herein by this reference. See \"Index to Financial Statements\" on page of this Annual Report on Form 10-K.\nItem 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1618563_2020.htm (CIK: 1618563, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00446", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data.\nAltria Group, Inc. and Subsidiaries\nConsolidated Balance Sheets\n(in millions of dollars)\n________________________\nSee notes to consolidated financial statements.\nAltria Group, Inc. and Subsidiaries\nConsolidated Balance Sheets (Continued)\n(in millions of dollars, except share and per share data)\n____________________________________________\nSee notes to consolidated financial statements.\nAltria Group, Inc. and Subsidiaries\nConsolidated Statements of Earnings (Losses)\n(in millions of dollars, except per share data)\n____________________________________\nSee notes to consolidated financial statements.\nAltria Group, Inc. and Subsidiaries\nConsolidated Statements of Comprehensive Earnings (Losses)\n(in millions of dollars)\n_______________________\nSee notes to consolidated financial statements.\nAltria Group, Inc. and Subsidiaries\nConsolidated Statements of Cash Flows\n(in millions of dollars)\n__________________\n(1) 2020 reflects inventory-related amounts associated with the Wine Business Strategic Reset. For further discussion, see Note 5. Asset Impairment, Exit and Implementation Costs.\nSee notes to consolidated financial statements.\nAltria Group, Inc. and Subsidiaries\nConsolidated Statements of Cash Flows (Continued)\n(in millions of dollars)\n__________________\n(1) Restricted cash consisted of cash deposits collateralizing appeal bonds posted by PM USA to obtain stays of judgments pending appeals. See Note 18. Contingencies.\nSee notes to consolidated financial statements.\nAltria Group, Inc. and Subsidiaries\nConsolidated Statements of Stockholders\u2019 Equity\n(in millions of dollars, except per share data)\n____________________________________\n(1) In 2018, Altria adopted Accounting Standards Update (\u201cASU\u201d) 2018-02, Income Statement-Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income (\u201cASU 2018-02\u201d), and reclassified the stranded income tax effects of the 2017 Tax Cuts and Jobs Act (the \u201cTax Reform Act\u201d) on items with accumulated other comprehensive losses to earnings reinvested in the business.\n(2) Amounts attributable to noncontrolling interests for each of the years ended December 31, 2020, 2019 and 2018 exclude net earnings of $3 million, $2 million and $4 million, respectively, due to the redeemable noncontrolling interest related to Stag\u2019s Leap Wine Cellars, which is reported in the mezzanine equity section on the consolidated balance sheets at December 31, 2020, 2019 and 2018.\nSee notes to consolidated financial statements.\nAltria Group, Inc. and Subsidiaries\nNotes to Consolidated Financial Statements\n_______________________________\nNote 1. Background and Basis of Presentation\nWhen used in these notes, the term \u201cAltria\u201d refers to Altria Group, Inc. and its subsidiaries, unless the context requires otherwise.\n\u25aaBackground: At December 31, 2020, Altria Group, Inc.\u2019s (\u201cAltria\u201d) wholly owned subsidiaries included Philip Morris USA Inc. (\u201cPM USA\u201d), which is engaged in the manufacture and sale of cigarettes in the United States (including super premium cigarettes previously manufactured and sold by Sherman Group Holdings, LLC and its subsidiaries (\u201cNat Sherman\u201d); John Middleton Co. (\u201cMiddleton\u201d), which is engaged in the manufacture and sale of machine-made large cigars and pipe tobacco and is a wholly owned subsidiary of PM USA; UST LLC (\u201cUST\u201d), which through its wholly owned subsidiaries, including U.S. Smokeless Tobacco Company LLC (\u201cUSSTC\u201d) and Ste. Michelle Wine Estates Ltd. (\u201cSte. Michelle\u201d), is engaged in the manufacture and sale of moist smokeless tobacco products (\u201cMST\u201d), snus products and wine; and Philip Morris Capital Corporation (\u201cPMCC\u201d), which maintains a portfolio of finance assets, substantially all of which are leveraged leases. In addition, at December 31, 2020, Altria owned an 80% interest in Helix Innovations LLC (\u201cHelix\u201d), which is engaged in the manufacture and sale of oral nicotine pouches. Other", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax reform. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00447", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Consolidated Financial and Other Data\nThe following tables present our selected consolidated financial and other data, at the dates and for the periods indicated. The selected consolidated financial and other data set forth below as of and for the years ended December 31, 2020, 2019, 2018, 2017 and 2016 have been derived from our audited consolidated financial statements for those years.\nThese historical results are not necessarily indicative of the results that may be expected for any future period. The following information is only a summary and should be read in conjunction with the section entitled \"Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\" and our consolidated financial statements and the accompanying notes included elsewhere in this Annual Report on Form 10-K.\n(1) Prior to our IPO in 2016, a significant amount of our business was reinsured through our multi-line quota-share reinsurance treaty (\"MLQS\") with third-party reinsurers. The MLQS transferred a portion of the risk related to certain lines of business written by us to reinsurers in exchange for a portion of the gross written premiums on that business. Effective January 1, 2017, the Company commuted the remaining outstanding MLQS covering the period January 1, 2015 to December 31, 2015, which reduced reinsurance recoverables on unpaid losses by approximately $27.9 million. The commutation did not have any effect on the Company's results of operations or cash flows for the applicable period.\n(2) Effective January 1, 2018, we adopted ASU 2016-01, which eliminated the available-for-sale classification for equity securities and required changes in unrealized gains and losses in fair value of these investments to be recognized in net income.\n(3) During the fourth quarter of 2017, the Tax Cuts and Jobs Act of 2017 (the \"TCJA\") was enacted, which lowered the federal corporate tax rate from 35% to 21% starting January 1, 2018. As a result of the TCJA enactment, deferred tax balances were remeasured to reflect the lower rate, which resulted in charge to tax expense of $1.9 million for the year ended December 31, 2017.\n(4) Underwriting income is a non-GAAP financial measure. See \"Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations - Reconciliation of Non-GAAP Financial Measures\" for a reconciliation of net income to underwriting income.\n(5) In connection with the IPO, the Company amended and restated its certificate of incorporation, which reclassified the Company\u2019s former Class A Common Stock and Class B Common Stock into a single class of common stock.\n(6) Tangible stockholders\u2019 equity is a non-GAAP financial measure. See \"Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources - Financial Condition\" for a reconciliation of stockholders\u2019 equity to tangible stockholders\u2019 equity.\n(7) The debt to total capitalization ratio is the ratio, expressed as a percentage, of total indebtedness for borrowed money, including financing leases, to the sum of total indebtedness for borrowed money, including financing leases if any, and stockholders\u2019 equity.\n(8) Statutory and surplus capital is the excess of assets over liabilities for our insurance subsidiary, as determined in accordance with statutory accounting principles prescribed by the NAIC.\n(9) The loss ratio is the ratio, expressed as a percentage, of losses and loss adjustment expenses to net earned premiums, net of the effects of reinsurance.\n(10) The expense ratio is the ratio, expressed as a percentage, of underwriting, acquisition and insurance expenses to net earned premiums.\n(11) The combined ratio is the sum of the loss ratio and the expense ratio. A combined ratio under 100% generally indicates an underwriting profit. A combined ratio over 100% generally indicates an underwriting loss.\n(12) The adjusted loss ratio, adjusted expense ratio and adjusted combined ratio ", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: tax expense, deferred tax, tax rate. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00448", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nWe are a smaller reporting company. Accordingly, we are not required to provide the information required by this Item.\nITEM 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1282980_2020.htm (CIK: 1282980, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00449", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nYou should read the following discussion of our financial condition and results of operations in conjunction with the consolidated financial statements and notes thereto included elsewhere in this report. The following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this report, particularly in \u201cRisk Factors.\u201d\nThe following discussion of our financial condition and results of operations covers fiscal 2020 and 2019 items and year-over-year comparisons between fiscal 2020 and 2019. Discussions of fiscal 2018 items and year-over-year comparisons between fiscal 2019 and 2018 that are not included in this Form 10-K can be found in \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended January 31, 2019, that was filed with the SEC on March 18, 2019.\nOverview\nFounded in 2005, Workday delivers financial management, human capital management, planning, and analytics applications designed for the world\u2019s largest companies, educational institutions, and government agencies. We help organizations better manage their financial and human capital resources with one system that helps enable them to plan, execute, analyze, and extend - all powered by machine learning.\nOur diverse customer base includes medium and large, global companies, as well as smaller organizations that primarily use our planning product. Our cycle of frequent updates has facilitated rapid innovation and the introduction of new applications throughout our history. We began offering our HCM application in 2006 and our Financial Management application in 2007. Since then we have continued to invest in innovation and have consistently introduced new services to our customers, including through the acquisition of Adaptive Insights in fiscal 2019, and Scout RFP in fiscal 2020.\nWe have achieved significant growth in a relatively short period of time with a substantial amount of our growth coming from new customers. Our current financial focus is on growing our revenues and expanding our customer base. While we are incurring losses today, we strive to invest in a disciplined manner across all of our functional areas to sustain continued near-term revenue growth and support our long-term initiatives.\nWe offer Workday applications to our customers on an enterprise-wide subscription basis, typically with contract terms of three years or longer and with subscription fees largely based on the size of the customer\u2019s workforce. We generally recognize revenues from subscription fees ratably over the term of the contract. We currently derive a substantial majority of our subscription services revenues from subscriptions to our HCM application. We market our applications primarily through our direct sales force.\nOur operating expenses have increased significantly in absolute dollars in recent periods, primarily due to the significant growth of our employee population. We had approximately 12,200 and approximately 10,500 employees as of January 31, 2020, and 2019, respectively. We expect our product development, sales and marketing, and general and administrative expenses as a percentage of total revenues to decrease over time as we grow our revenues, and we anticipate that we will gain economies of scale by increasing our customer base without direct incremental development costs.\nWe intend to continue investing for long-term growth. We have invested, and expect to continue to invest, heavily in our product development efforts to deliver additional compelling applications and to address customers\u2019 evolving needs. In addition, we plan to co", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1327811_2020.htm (CIK: 1327811, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00450", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk.\nInterest Rate Risk\nWe are subject to financial market risks, including changes in interest rates. As of December 31, 2020, 63.5% of our portfolio investments (based on fair value) were debt investments paying variable interest rates and 9.0% were debt investments paying fixed interest rates while 16.9% were other income producing investments, 8.1% consisted of non-income producing\ninvestments, and the remaining 2.5% consisted of investments on non-accrual status. A rise in the general level of interest rates can be expected to lead to higher interest rates applicable to any variable rate investments we hold and to declines in the value of any fixed rate investments we hold. However, many of our variable rate investments provide for an interest rate floor, which may prevent our interest income from increasing until benchmark interest rates increase beyond a threshold amount. To the extent that a substantial portion of our investments may be in variable rate investments, an increase in interest rates beyond this threshold would make it easier for us to meet or exceed the hurdle rate applicable to the subordinated incentive fee on income, and may result in a substantial increase in our net investment income and to the amount of incentive fees payable to the Advisor with respect to our increased pre-incentive fee net investment income. In 2020, the U.S. Federal Reserve and other central banks reduced certain interest rates in response to the COVID-19 pandemic and market conditions. A prolonged reduction in interest rates may reduce our net investment income.\nPursuant to the terms of the CCT Tokyo Funding Credit Facility, Senior Secured Revolving Credit Facility and the 2019-1 Notes, we borrow at a floating rate based on a benchmark interest rate. Under the indentures governing the 4.750% notes, the 5.000% notes, the 4.625% notes, the 4.125% notes, the 8.625% notes and the 3.400% notes we pay interest to the holders of such notes at a fixed rate. To the extent that any present or future credit facilities or other financing arrangements that we or any of our subsidiaries enter into are based on a floating interest rate, we will be subject to risks relating to changes in market interest rates. In periods of rising interest rates when we or our subsidiaries have such debt outstanding, or financing arrangements in effect, our interest expense would increase, which could reduce our net investment income, especially to the extent we hold fixed rate investments.\nThe following table shows the effect over a twelve month period of changes in interest rates on our interest income, interest expense and net interest income, assuming no changes in the composition of our investment portfolio, including the accrual status of our investments, and our financing arrangements in effect as of December 31, 2020 (dollar amounts are presented in millions):\n(1) Assumes no defaults or prepayments by portfolio companies over the next twelve months.\nWe expect that our long-term investments will be financed primarily with equity and debt. If deemed prudent, we may use interest rate risk management techniques in an effort to minimize our exposure to interest rate fluctuations. These techniques may include various interest rate hedging activities to the extent permitted by the 1940 Act. Adverse developments resulting from changes in interest rates or hedging transactions could have a material adverse effect on our business, financial condition and results of operations. During the years ended December 31, 2020, 2019 and 2018 we did not engage in interest rate hedging activities.\nForeign Currency Risk\nFrom time to time, we may make investments that are denominated in a foreign currency that are subject to the effects of exchange rate movements between the foreign currency of each such investment and the U.S. dollar, which may affect future fair values and cash flows, as well as amounts translate", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1422183_2020.htm (CIK: 1422183, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00451", "source": "edgar", "source_license": "public_domain", "text": "Item 11. EXECUTIVE COMPENSATION\nCompensation Discussion and Analysis\nThe Cooperative only has a single employee who serves in the capacity of its chief executive officer and chief financial officer (our Named Executive Officer). The primary objective of the Cooperative\u2019s executive compensation program is to maintain a compensation program that will fairly compensate the Named Executive Officer. In determining the compensation of the Named Executive Officer, the Personnel and Compensation Committee of the Board of Directors considers the financial condition and operational performance of the Cooperative during the prior year.\nThe Personnel and Compensation Committee may review the compensation practices of other companies, based in part on market survey data and other statistical data relating to executive compensation obtained through industry publications and other sources. The Personnel and Compensation Committee does not intend to benchmark executive compensation directly with other publicly traded companies or other companies with which we may compete for potential executives since some of these competitors are privately held companies for which executive compensation information may not be available. However, the Personnel and Compensation Committee may compare executive compensation as a whole with the compensation packages of other companies for which survey data is available, and may also compare the pay of individual executives if the jobs are sufficiently similar to make the comparison meaningful.\nPerquisites and Other Benefits\n401(k) Plan\nThe Cooperative makes available a 401(k) plan for its Named Executive Officer. The Cooperative pays four percent (4%) of employee\u2019s annual salary into the plan, and the employee may make additional contributions up to the lawful limits.\nEmployment Agreements\nMr. Stofferahn is not party to an employment agreement with the Cooperative.\nDeferred Compensation Agreement\nThe Cooperative has not adopted any bonus, profit sharing, or deferred compensation plans other than a pension plan for which accruals were frozen as of January 1, 2013 and under which one former employee receives benefits.\nCompensation Policies and Practices and Risk Management\nMr. Stofferahn\u2019s compensation is set by the Board. In the event it is modified, such a modification is based on a performance evaluation conducted by our Personnel and Compensation Committee that consists solely of members of the Board. As discussed throughout this report, the revenue and expenses of the Cooperative directly relate to the price of corn as well as the rental income received by ProGold and capital improvement expenditures made by ProGold for the facility. Mr. Stofferahn has no control over these factors. Based on this reality, no risks arise from the Cooperative\u2019s compensation policies and practices that are reasonably likely to have a material adverse effect on its business operations.\nSummary Executive Compensation Table\nThe following table sets forth, for the last three calendar years, the dollar value of all compensation awarded to, earned by or paid to Mr. Stofferahn.\n______________________\n** Mr. Stofferahn commenced his employment on October 15, 2012.\n(1) All Other Compensation is comprised of premiums paid for life and disability insurance, company contributions to the 401(k) plan and reimbursements from the health reimbursement account.\nDirector Compensation\nThe Cooperative reimburses our directors for expenses incurred in connection with board service. The Cooperative\u2019s directors are paid $150 per month and the Chairperson is paid $375 per month. In addition, directors and the Chairperson receive a per diem of:\n\u2022 $300 per meeting they attend when the meeting plus their travel time exceeds 4 hours;\n\u2022 $150 per meeting they attend when the meeting plus their travel time is more than 2 but less than 4 hours;\n\u2022 $100 per meeting they attend when the meeting plus their travel time is more than 1 but less than 2 hours.\nThe follow", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1489874_2020.htm (CIK: 1489874, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00452", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nViant Technology Inc.\nReport of Independent Registered Public Accounting Firm\nBalance Sheets\nNotes to Balance Sheets\nViant Technology LLC\nReport of Independent Registered Public Accounting Firm\nConsolidated Balance Sheets\nConsolidated Statements of Operations and Comprehensive Income (Loss)\nConsolidated Statements of Convertible Preferred Units and Members\u2019 Equity (Deficit)\nConsolidated Statements of Cash Flows\nNotes to Consolidated Financial Statements\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nTo the Stockholders and the Board of Directors of Viant Technology Inc.:\nOpinion on the Financial Statements\nWe have audited the accompanying balance sheets of Viant Technology Inc. (the \u201cCompany\u201d) as of December 31, 2020 and October 9, 2020, and the related notes (collectively referred to as the \u201cfinancial statement\u201d). In our opinion, the financial statement presents fairly, in all material respects, the financial position of the Company as of December 31, 2020 and October 9, 2020, in conformity with accounting principles generally accepted in the United States of America.\nBasis for Opinion\nThis financial statement is the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s financial statement based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company\u2019s internal control over financial reporting. Accordingly, we express no such opinion.\nOur audits included performing procedures to assess the risks of material misstatement of the financial statement, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statement. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement. We believe that our audits provide a reasonable basis for our opinion.\n/s/ Deloitte & Touche LLP\nCosta Mesa, California\nMarch 23, 2021\nWe have served as the Company\u2019s auditor since 2020.\nVIANT TECHNOLOGY INC.\nBALANCE SHEETS\nVIANT TECHNOLOGY INC.\nNOTES TO BALANCE SHEETS\n1. Organization and Nature of the Business\nViant Technology Inc. (the \u201cCompany\u201d) was incorporated in the State of Delaware on October 9, 2020 (inception). The initial stockholder of the Company is Four Brothers 2 LLC (\u201cParent\u201d) which holds all of the shares of common stock authorized, issued and outstanding. The Company was incorporated for the purpose of completing an initial public offering (\"IPO\") and related transactions in order to carry on the business of Viant Technology LLC. As the managing member of Viant Technology LLC, the Company is expected to operate and control all of the business and affairs of Viant Technology LLC. Refer to Note 3 for further information regarding the IPO.\n2. Summary of Significant Accounting Policies\nBasis of Presentation\nThe accompanying balance sheets have been prepared in accordance with generally accepted accountin", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1828791_2020.htm (CIK: 1828791, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00453", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nExecutive Compensation\nThe following table shows for the fiscal years ended December 31, 2020 and December 31, 2019, compensation awarded to, paid to, or earned by the Company\u2019s principal executive officer and its two most highly compensated executive officers as of December 31, 2020, collectively, the Named Executive Officers:\nSummary Compensation Table\n(1)\nThe amounts reported under \u201cSalary\u201d in the above table represent the actual amounts paid during the calendar year, and thus the 2020 salary amounts reflect the restored amounts commencing in August 2020 and the 2019 salary amounts reflect the voluntary 10% salary reduction commencing in May 2019, as described below. Because the Company\u2019s actual pay dates do not always coincide with the first and last days of the year, these amounts may differ from the base salary amounts authorized by the Company\u2019s Board of Directors.\n(2)\nThe amounts reported under \u201cOption Awards\u201d in the above table reflect the grant date fair value of these awards as determined in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation - Stock Compensation, excluding the effects of estimated forfeitures. The vesting schedule for options included in the above table are included in the table of \u201cOutstanding Equity Awards at Fiscal Year End\u201d below. The value of stock option awards was estimated using the Black-Scholes option-pricing model. The valuation assumptions used in the valuation of option grants may be found in Note 8 to the Company\u2019s financial statements included in this annual report on Form 10-K for the year ended December 31, 2020.\n(3)\nRepresents cash bonuses earned under the 2020 Bonus Plan. Cash bonuses earned and reported above in 2020 were paid in 2021. No 2019 cash bonus plan was adopted for the 2019 fiscal year. See \u201cExecutive Compensation\u201d for descriptions of the 2020 Bonus Plan.\n(4)\nRepresents 401(k) Company match, Health Savings Account contributions by the Company, group term life premiums, cell phone reimbursements and airline club dues.\nNarrative Disclosure to Summary Compensation Table\nEmployment Agreements or Arrangements\nMichael R. Bristow, M.D., Ph.D. Dr. Bristow serves as the Company\u2019s President and Chief Executive Officer under an Employment and Retention Agreement dated as of June 4, 2008, as amended. Pursuant to such employment agreement, Dr. Bristow is permitted to continue his academic work for the University of Colorado Health Sciences Center and for the Cardiovascular Institute, so long as it does not interfere with his duties as President and Chief Executive Officer of ARCA.\nUnder his employment agreement, Dr. Bristow is entitled to receive an annual base salary of $200,000, subject to annual increases if approved by the Company\u2019s Board of Directors or Compensation Committee and is eligible to receive an annual bonus as determined by the Board of Directors or Compensation Committee in its sole discretion.\nIn 2019, there were no changes to the previously approved base salary of $304,219 for Dr. Bristow. In May 2019, Dr. Bristow agreed to a voluntary 10% salary reduction for the remainder of 2019. As a result of this reduction, the base salary paid to Dr. Bristow for the remainder of 2019 was $273,797. The forgone portion of any of Dr. Bristow\u2019s salary shall not be paid without the prior approval of the Board of Directors, provided, that such forgone amount shall be included in Dr. Bristow\u2019s base salary for purposes of calculating any severance amounts which may be owed in the future under the terms of his employment agreement with the Company. The Company did not put in place a bonus plan for its Named Executive Officers for services in 2019.\nOn August 3, 2020, the Board of Directors approved revisions to the base salary amounts of the Named Executive Officers to return them to the salary amounts in effect prior to the voluntary salary reduction in 2019. As a result, the base salary rate", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 907654_2020.htm (CIK: 907654, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00454", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6.SELECTED FINANCIAL DATA\nThe following table sets forth selected consolidated financial data for the years presented and at the dates indicated below. Our historical results are not necessarily indicative of our results in any future periods. The summary of our consolidated financial data set forth below should be read together with our consolidated financial statements and related notes, as well as the sections entitled \u201cRisk Factors\u201d and \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations,\u201d included elsewhere in this Annual Report on Form 10-K. All periods reflect the operating results, cash flows, and financial position, related to our Wireless operations as discontinued operations. Additionally, those assets and liabilities which are expected to transfer in the sale of our discontinued Wireless operations are presented as held for sale in our Consolidated Balance Sheets.\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 354963_2020.htm (CIK: 354963, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00455", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data\nThe following selected consolidated financial data of the Company and its subsidiaries should be read in conjunction with the Company\u2019s Consolidated Financial Statements, the Notes thereto, and Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations, as of the respective dates indicated and for the respective periods ended thereon.\nSee also Note 1.E to the Consolidated Financial Statements for discussion of the Company\u2019s adoption of ASU 2014-09, Revenue from Contracts with Customers (ASC 606), and Notes 2 and 3 to the Consolidated Financial Statements for divestiture and acquisition activity, which affect comparability between years.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 866706_2020.htm (CIK: 866706, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00456", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7.\nMANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nStatement Regarding Forward-Looking Disclosure\nThis Annual Report on Form 10-K (this \u201cReport\u201d) includes \u201cforward-looking statements\u201d which represent our expectations or beliefs concerning future events that involve risks and uncertainties, including those associated with the severity and duration of the novel coronavirus, or COVID-19, pandemic, the pandemic\u2019s impact on the U.S. and global economies, the timing, scope and effectiveness of federal, state and local governmental responses to the pandemic, the effect of weather conditions on our financial performance, the price and supply of the products that we sell, the consumption patterns of our customers, our ability to obtain satisfactory gross profit margins, our ability to obtain new customers and retain existing customers, our ability to make strategic acquisitions, the impact of litigation, our ability to contract for our current and future supply needs, natural gas conversions, future union relations and the outcome of current and future union negotiations, the impact of current and future governmental regulations, including climate change, environmental, health, and safety regulations, the ability to attract and retain employees, customer credit worthiness, counterparty credit worthiness, marketing plans, potential cyber-attacks, general economic conditions and new technology. All statements other than statements of historical facts included in this Report including, without limitation, the statements under \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d and elsewhere herein, are forward-looking statements. Without limiting the foregoing, the words \u201cbelieve,\u201d \u201canticipate,\u201d \u201cplan,\u201d \u201cexpect,\u201d \u201cseek,\u201d \u201cestimate,\u201d and similar expressions are intended to identify forward-looking statements. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct and actual results may differ materially from those projected as a result of certain risks and uncertainties. These risks and uncertainties include, but are not limited to, those set forth in this Report under the heading \u201cRisk Factors\u201d and \u201cBusiness Strategy.\u201d Important factors that could cause actual results to differ materially from our expectations (\u201cCautionary Statements\u201d) are disclosed in this Report. Currently, one of the most significant factors, however, is the potential adverse effect of the current pandemic of the novel coronavirus, or COVID-19, on the financial condition, results of operations, cash flows and performance of the Company, its customers and counterparties, and the global economy and financial markets. The extent to which COVID-19 impacts us and our customers will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of the pandemic, the actions taken to contain the pandemic or mitigate its impact, the direct and indirect economic effects of the pandemic and containment measures, among others. All subsequent written and oral forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the Cautionary Statements. Unless otherwise required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this Report.\nImpact of COVID 19 - A Global Pandemic on our Operations and Outlook\nIn December 2019, there was an outbreak of a new strain of coronavirus (\u201cCOVID-19\u201d). On March 11, 2020, the World Health Organization characterized the outbreak of COVID-19 as a global pandemic and recommended containment and mitigation measures. The United States has declared a national emergency concerning the outbreak, ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1002590_2020.htm (CIK: 1002590, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00457", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11 - EXECUTIVE COMPENSATION\nInformation required by this item appears under the captions \"Executive Compensation,\" and \"Directors' Compensation\", in our definitive proxy statement for our 2021 annual meeting of stockholders that will be filed with the SEC within 120 days after the close of our fiscal year and is incorporated herein by reference.\nITEM 12", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1467761_2020.htm (CIK: 1467761, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00458", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nThe following discussion should be read in conjunction with our consolidated financial statements and the accompanying notes included in this Annual Report on Form 10-K. The following discussion contains forward-looking statements that reflect our current expectations, estimates, forecasts and projections.\nOverview\nWe are a Maryland corporation that is focused on investing in, financing and managing a portfolio of commercial real estate debt investments.\nIn January 2020, we entered into a series of transactions with subsidiaries of ORIX Corporation USA (\"ORIX USA\"), a diversified financial company with the ability to provide investment capital and asset management services to clients in the corporate, real estate and municipal finance sectors. We entered into a new management agreement with OREC Investment Management, LLC doing business as Lument Investment Management (the \"Manager\" or \"Lument IM\"), while another affiliate of ORIX USA purchased an ownership stake of approximately 5.0% through a privately-placed stock issuance. The transactions are expected to enhance the scale of LFT and generate shareholder value through leveraging ORIX USA's expansive originations, asset management and servicing platform.\nLument IM is an affiliate of Lument, a nationally recognized leader in multifamily and seniors housing and care finance. The Company leverages Lument's broad platform and significant expertise when originating and underwriting investments.\nWe invest primarily in transitional floating rate CRE mortgage loans with an emphasis on middle market multifamily assets. We may also invest in other CRE-related investments including mezzanine loans, preferred equity, commercial mortgage-backed securities, fixed rate loans, construction loans and other CRE debt instruments. We finance our current investments in transitional multifamily and other CRE loans primarily through match term non-recourse CRE CLOs. We may utilize warehouse repurchase agreements or other forms of financing in the future. Our primary sources of income are net interest from our investment portfolio and non-interest income from our mortgage loan-related activities. Net interest income represents the interest income we earn on investments less the expense of funding these investments.\nOur investments typically have the following characteristics:\n\u2022Sponsors with experience in particular real estate sectors and geographic markets;\n\u2022Located in U.S. markets with multiple demand drivers, such as growth in employment and household formation;\n\u2022Fully funded principal balance greater than $5 million;\n\u2022Loan to Value ratio up to 85% of as-is value and up to 75% of as stabilized value;\n\u2022Floating rate loans tied to one-month U.S. denominated LIBOR or any index replacement;\n\u2022Three-year term with two one-year extension options.\nWe believe that our current investment strategy provides significant opportunities to achieve attractive risk-adjusted returns for our stockholders over time. However, to capitalize on the investment opportunities at different points in the economic and real estate investment cycle, we may modify or expand our investment strategy. We believe that the flexibility of our strategy, which is supported by significant CRE experience of Lument's investment team, and the extensive resources of ORIX USA, will allow us to take advantage of changing market conditions to maximize risk-adjusted returns to our stockholders.\nWe have elected to be taxed as a REIT and comply with the provisions of the Internal Revenue Code with respect thereto. Accordingly, we are generally not subject to federal income tax on our REIT taxable income that we currently distribute to our stockholders so long as we maintain our qualification as a REIT. Our continued qualification as a REIT depends on our ability to meet, on a continuing basis, various complex requirements under the Internal Revenue Code", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, internal revenue. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00459", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data.\nReport of Independent Registered Public Accounting Firm\nTo the Shareholders and the Board of Directors of Whole Earth Brands, Inc.\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated and combined balance sheets of Whole Earth Brands, Inc. and subsidiaries (the Company) as of December 31, 2020 (Successor) and 2019 (Predecessor), the related consolidated and combined statements of operations, comprehensive income (loss), equity and cash flows for the period from June 26, 2020 through December 31, 2020 (Successor) and the period from January 1, 2020 through June 25, 2020 (Predecessor), and for each of the two years in the period ended December 31, 2019 (Predecessor), and the related notes (collectively referred to as the \u201cfinancial statements\u201d). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2020 (Successor) and 2019 (Predecessor), and the results of its operations and its cash flows for the period from June 26, 2020 through December 31, 2020 (Successor) and the period from January 1, 2020 to June 25, 2020 (Predecessor), and for each of the two years in the period ended December 31, 2019 (Predecessor), in conformity with U.S. generally accepted accounting principles.\nBasis for Opinion\nThese financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company\u2019s internal control over financial reporting. Accordingly, we express no such opinion.\nOur audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\n/s/ Ernst & Young LLP\nWe have served as the Company's auditor since 1987.\nNew York, NY\nMarch 16, 2021\nWhole Earth Brands, Inc.\nConsolidated and Combined Balance Sheets\n(In thousands of dollars, except for share and per share data)\nSee Notes to Consolidated and Combined Financial Statements\nWhole Earth Brands, Inc.\nConsolidated and Combined Balance Sheets\n(In thousands of dollars, except for share and per share data)\nSee Notes to Consolidated and Combined Financial Statements\nWhole Earth Brands, Inc.\nConsolidated and Combined Statements of Operations\n(In thousands of dollars, except for per share data)\nSee Notes to Consolidated and Combined Financial Statements\nWhole Earth Brands, Inc.\nConsolidated and Combined Statements of Comprehensive Income (Loss)\n(In thousands of dollars)\nSee Notes to Consolidated and Combined Financial Statemen", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1753706_2020.htm (CIK: 1753706, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00460", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA.\nWe are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1718500_2020.htm (CIK: 1718500, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00461", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nThe following discussion and analysis should be read in conjunction with our audited financial statements and accompanying notes included herein. This discussion contains \u201cforward-looking statements\u201d within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Annual Report on Form 10-K other than statements of historical fact, including statements regarding our future operating results or financial position, our business strategy and plans, and our objectives for future operations, are forward-looking statements. Actual results and the timing of events may differ materially from those contained in these forward-looking statements due to a number of factors. Factors that could cause or contribute to such differences include, but are not limited to, economic and competitive conditions, regulatory changes and other uncertainties, as well as those factors included in this Annual Report on Form 10-K, all of which are difficult to predict. In light of these risks, uncertainties and assumptions, the forward-looking events discussed may not occur. We assume no obligation to update any of these forward-looking statements.\nFor purposes of this section, \u201cwe,\u201d \u201cus,\u201d \u201cour,\u201d the \u201cCompany\u201d and \u201cAtlas\u201d refers to Atlas Technical Consultants, Inc. (formerly named Boxwood Merger Corp.) and its subsidiaries. The Atlas Business Combination (as defined below) was accounted for as a reverse recapitalization where the Company was the legal acquirer but treated as the accounting acquiree. All references to operations prior to the Atlas Business Combination reflect the results of Atlas Intermediate Holdings LLC, a Delaware limited liability company (\u201cAtlas Intermediate\u201d) and its subsidiaries. Since Atlas Intermediate was determined to be the accounting acquirer, the information included below will include the results of Atlas Intermediate and its subsidiaries through the Atlas Business Combination and will include the Company, including Atlas Intermediate, for transactions occurring after the Atlas Business Combination.\nOVERVIEW\nSince becoming a public company in February 2020, we continued to execute on our growth strategy by completing three strategic acquisitions, and we improved our capital structure through (i) a warrant exchange in the fourth quarter of 2020 and (ii) a recapitalization of our debt and redemption in full of our preferred equity in the first quarter of 2021. We incurred significant expenses related to the Atlas Business Combination and our initial formation as a public company. COVID-19 also had negative impacts on our operations during 2020 but we took steps to mitigate the impacts through cost control measures. Our utilization rates improved over the course of the year from the lows initially experienced at the onset of the pandemic, as we continued to work towards pre-COVID operating levels.\nOur growth during 2020 was fueled in large part by contracts with various Departments of Transportation that continued throughout the COVID-19 pandemic, as well as our acquisitions of LONG, Alta Vista and WesTest. Our backlog has grown to $628 million at the end of the year and in February 2021, we announced our entry into a definitive agreement (subject to customary closing conditions) to acquire Atlantic Engineering Laboratories, Inc. and Atlantic Engineering Laboratories of NY, Inc. The combination of organic growth and acquisitions remains integral to our expansion plans, particularly as it relates to potential increases in federal and state transportation, infrastructure and environmental spending.\nAtlas Technical Consultants, Inc. (the \u201cCompany\u201d, \u201cWe\u201d, or \u201cAtlas\u201d and formerly named Boxwood Merger Corp. (\u201cBoxwood\u201d)) was a blank check company, incorporated in Delaware on June 28, 2017. The Company was formed for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition,", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1751143_2020.htm (CIK: 1751143, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00462", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures about Market Risk.\nNot required for smaller reporting companies.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1166708_2020.htm (CIK: 1166708, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00463", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data\nThe following table includes historical financial data (in millions, except per share amounts):\n(1) All per share data reflects the three-for-one stock split distributed on December 27, 2017.\nNet earnings in 2020 included $34 million of after-tax loss from impairment charges related to the divestiture of the Company's U.K.-based valve business.\nThe 2017 Tax Cuts and Jobs Act reduced the Company\u2019s 2018 effective income tax rate by approximately 10 percentage points.\nNet earnings in 2016 included $161 million of after-tax loss from impairment charges in the Company\u2019s Oil and Natural Gas reporting unit within the Process Segment.\nAdditional information on the comparability of results is included in Item 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax rate. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00464", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA.\nThe consolidated financial statements for all periods presented in this Form 10-K are prepared in conformity with U.S. GAAP.\nThe Selected Consolidated Financial Data below includes the results of 3 Arts Entertainment from its acquisition date of May 29, 2018 onwards, Starz from its acquisition date of December 8, 2016 onwards, and Pilgrim Media Group from its acquisition date of November 12, 2015 onwards. Due to the acquisitions of 3 Arts Entertainment, Starz, and Pilgrim Media Group, the Company\u2019s results of operations for the years ended March 31, 2020, 2019, 2018, 2017, and 2016 and financial positions as at March 31, 2020, 2019, 2018, 2017, and 2016 are not directly comparable to prior reporting periods.\n_______________________\n(1)\nResults for fiscal 2020 included restructuring and other charges of $24.3 million, incremental direct operating and distribution and marketing expense incurred as a direct result of the COVID-19 global pandemic of $50.2 million, certain programming and content charges of $76.5 million in connection with the implementation of changes to the Company's programming and broadcasting strategy, and a charge of $21.4 million from the net increase in the valuation allowance for certain of the Company's deferred tax assets.\n(2)\nResults for fiscal 2019 included restructuring and other charges of $78.0 million, certain programming and content charges of $35.1 million in connection with the implementation of changes to the Company's programming and broadcasting strategy, shareholder litigation settlements of $114.1 million, and a charge of $53.7 million from the net increase in the valuation allowance for certain of the Company's deferred tax assets.\n(3)\nResults for fiscal 2018 included restructuring and other charges of $59.8 million, gain on investments of $171.8 million, and a net tax benefit of $259.1 million from the impact of the corporate tax rate change on net deferred tax liabilities and other discrete items.\n(4)\nResults for fiscal 2017 and fiscal 2016 included restructuring and other charges of $88.7 million and $19.8 million, respectively, and fiscal 2017 also included a gain on investments of $20.4 million.\n(5)\nEffective April 1, 2018, the Company adopted new guidance on revenue recognition on a modified-retrospective basis. Accordingly, the selected financial data for periods prior to April 1, 2018 is not directly comparable. See Note 13 to the Company's consolidated financial statements for further information.\n(6)\nTotal debt includes corporate debt, convertible senior subordinated notes and finance lease obligations, net of unamortized discount and debt issuance costs, if applicable.\n(7)\nDissenting shareholders' liability was classified as a current liability as of March 31, 2018, and as a non-current liability as of March 31, 2017.\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: deferred tax, tax rate, tax benefit. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00465", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors.\nRisks Related to Our Business\nWe operate in a very competitive business environment, which affects our ability to attract and retain customers and can adversely affect our business, operations and financial results.\nThe industry in which we operate is highly competitive and has become more so in recent years. In some instances, we compete against companies with fewer regulatory burdens, access to better financing, greater personnel resources, greater resources for marketing, greater and more favorable brand name recognition, and long-established relationships with regulatory authorities and customers. Increasing consolidation in the telecommunications and content industries have provided additional benefits to certain of our competitors, either through access to financing, resources, or efficiencies of scale including the ability to launch new video services.\nOur Internet service faces competition from the phone companies\u2019 FTTH, FTTN, fixed wireless broadband, Internet delivered via satellite and DSL services. Various operators offer wireless Internet services delivered over networks which they continue to enhance to deliver faster speeds and also continue to expand 5G mobile services. Our voice and mobile services compete\nwith wireless and wireline phone providers, as well as other forms of communication, such as text, instant messaging, social networking services, video conferencing and email. Competition from these companies, including intensive marketing efforts with aggressive pricing and exclusive programming may have an adverse impact on our ability to attract and retain customers.\nOur video service faces competition from a number of sources, including DBS services, and companies that deliver linear network programming, movies and television shows on demand and other video content over broadband Internet connections to televisions, computers, tablets and mobile devices often with password sharing among multiple users and security that makes content susceptible to piracy. Newer products and services, particularly alternative methods for the distribution, sale and viewing of content will likely continue to be developed, further increasing the number of competitors that we face.\nThe increasing number of choices available to audiences, including low-cost or free choices, could negatively impact not only consumer demand for our products and services, but also advertisers\u2019 willingness to purchase advertising from us. We compete for the sale of advertising revenue with television networks and stations, as well as other advertising platforms, such as online media, radio and print. Competition related to our service offerings to businesses continues to increase as well, as more companies deploy more fiber to more buildings, which may negatively impact our growth and/or put pressure on margins.\nOur failure to effectively anticipate or adapt to new technologies and changes in customer expectations and behavior could significantly adversely affect our competitive position with respect to the leisure time and discretionary spending of our customers and, as a result, affect our business and results of operations. Competition may also reduce our expected growth of future cash flows which may contribute to future impairments of our franchises and goodwill and our ability to meet cash flow requirements, including debt service requirements. For additional information regarding the competition we face, see \u201cItem 1. Business -Competition\u201d and \u201c-Regulation and Legislation.\u201d\nThe ongoing COVID-19 pandemic could materially affect our financial condition and results of operations.\nThe ongoing COVID-19 pandemic has increased economic and demand uncertainty. The current pandemic and continued spread of COVID-19 has caused an economic recession. At this time, we cannot predict the duration of any business disruption and the ultimate impact of COVID-19 on our business, including the depth and duration of the economic impact t", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1271834_2020.htm (CIK: 1271834, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00466", "source": "edgar", "source_license": "public_domain", "text": "Item 6.Selected Financial Data\nNo longer required. Reference is made to \"Item 8 - Financial Statements.\"\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 845877_2020.htm (CIK: 845877, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00467", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nInformation with respect to this Item will be set forth in our 2021 Proxy Statement, which will be filed with the Securities and Exchange Commission no later than 120 days after December 31, 2020. For the limited purpose of providing the information necessary to comply with this Item 11, the 2021 Proxy Statement is incorporated herein by this reference.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1592386_2020.htm (CIK: 1592386, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00468", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. Selected Financial Data\nDistributable Income\nThe following is a summary of royalty income, interest income and distributable income for the years ended December 31, 2020, 2019, 2018, 2017, and 2016.\nAssets, Liabilities and Trust Corpus\nThe following is the balance of total assets, total liabilities and trust corpus as of December 31, 2020, 2019, 2018, 2017, and 2016.\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1524769_2020.htm (CIK: 1524769, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00469", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data.\nThe Company\u2019s consolidated financial statements, notes to the consolidated financial statements and the respective reports of the Company\u2019s independent registered accountants required to be filed in response to this Item 8 begin on page of this Report.\nItem 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1566826_2020.htm (CIK: 1566826, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00470", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nReport of Independent Registered Public Accounting Firm\nTo the Board of Directors and Stockholders of Oasis Petroleum Inc.\nOpinions on the Financial Statements and Internal Control over Financial Reporting\nWe have audited the accompanying consolidated balance sheet of Oasis Petroleum Inc. and its subsidiaries (Successor) (the \u201cCompany\u201d) as of December 31, 2020, and the related consolidated statements of operations, of changes in stockholders\u2019 equity and of cash flows for the period from November 20, 2020 through December 31, 2020, including the related notes (collectively referred to as the \u201cconsolidated financial statements\u201d). We also have audited the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).\nIn our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and the results of its operations and its cash flows for the period from November 20, 2020 through December 31, 2020 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.\nBasis of Accounting\nAs discussed in Note 2 to the consolidated financial statements, the United States Bankruptcy Court for the Southern District of Texas confirmed the Joint Prepackaged Chapter 11 Plan of Reorganization of Oasis Petroleum Inc. and its Debtor Affiliates (the \"plan\") on November 10, 2020. Confirmation of the plan resulted in the discharge of all claims against the Company that arose before November 19, 2020 and terminates all rights and interests of equity security holders as provided for in the plan. The plan was substantially consummated on November 19, 2020 and the Company emerged from bankruptcy. In connection with its emergence from bankruptcy, the Company adopted fresh start accounting as of November 19, 2020.\nBasis for Opinions\nThe Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management's report on internal control over financial reporting appearing under Item 9A. Our responsibility is to express opinions on the Company\u2019s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.\nOur audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included eval", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1486159_2020.htm (CIK: 1486159, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00471", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nThe information required by this item is incorporated herein by reference to the following sections of the Company\u2019s definitive proxy statement, which will be filed no later than April 30, 2021: \u201cDirector Compensation,\u201d \u201cOutstanding Equity Awards\u201d and \u201cExecutive Officers and Compensation.\u201d\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1349436_2020.htm (CIK: 1349436, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00472", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data.\nThe following consolidated financial statements and supplementary data are included herein.\nItem 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 749038_2020.htm (CIK: 749038, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00473", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nAn investment in our common stock involves risks. You should carefully consider the risks described below, together with all of the other information included in this annual report, as well as in our other filings with the SEC, in evaluating our business. The risks described below are not the only risks we face. Additional risks that we do not yet know of or that we currently believe are immaterial may also impair our business operations. If any of the following risks actually occur, our business, financial condition and results of operations could be materially adversely affected, and the trading price of our common stock could decline significantly. Certain statements below may be considered forward-looking statements. For additional information, see \u201cCautionary Note Regarding Forward-Looking Statements.\u201d\nRisks Related to Our Business\nWe have a history of losses and may incur additional losses in the future.\nWe reported a net income of $113.4 million (includes $176.2 million of unrealized gain from trading securities and investment securities and $5.5 million unrealized equity investment gains), and a net loss of $17.1 million (including $9.9 million of unrealized equity investment gains) for the years ended December 31, 2020 and 2019, respectively, and on a cumulative basis, we have sustained substantial losses since our inception. As of December 31, 2020, our accumulated deficit was $326.7 million. As of December 31, 2020, we had approximately $274.6 million in cash and cash equivalents and trading securities and working capital of $332.9 million. Although we believe that our current cash and cash equivalents and investments will be sufficient to finance our anticipated capital and operating requirements for at least the next twelve months, we expect to continue incurring significant legal, general and administrative expenses in connection with our operations. As a result, we anticipate that we may incur losses in the future. Additional increases in our expenses without commensurate increases in revenues could significantly increase our operating losses. Any additional operating losses may have a material adverse effect on our stockholders\u2019 equity and overall financial condition.\nRecent U.S. tax legislation may adversely affect our financial condition, results of operations and cash flows, including the ability to use net operating losses and certain other tax attributes.\nOur ability to use our federal and state net operating losses to offset potential future taxable income and related income taxes that would otherwise be due is dependent upon our generation of future taxable income before the expiration dates of the net operating losses, and we cannot predict with certainty when, or whether, we will generate sufficient taxable income to use all or any portion of our net operating losses. In addition, utilization of net operating losses to offset potential future taxable income and related income taxes that would otherwise be due is subject to annual limitations under the \u201cownership change\u201d provisions of Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, or the Code, and similar state provisions, which may result in the expiration of net operating losses before future utilization. In general, under the Code, if a corporation undergoes an \u201cownership change,\u201d generally defined as a greater than 50% change (by value) in its equity ownership over a three-year period, the corporation\u2019s ability to use its pre-change net operating losses and other pre-change tax attributes (such as research and development credit carryforwards) to offset its post-change taxable income or taxes may be limited. Changes in our stock ownership, some of which may be outside of our control, could in the future result in an ownership change. Although we have adopted a Tax Benefits Preservation Plan and a provision in our certificate of incorporation, each of which are designed to discourage investors from acquir", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax benefit, internal revenue. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00474", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nList of Financial Statements\nReport of Independent Registered Public Accounting Firm\nTo the Shareholders and the Board of Directors of NXP Semiconductors N.V.\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheet of NXP Semiconductors N.V. (the Company) as of December 31, 2020, the related consolidated statement of operations, comprehensive income, changes in equity and cash flows for the year ended December 31, 2020, and the related notes (collectively referred to as the \u201cconsolidated financial statements\u201d). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2020, and the results of its operations and its cash flows for the period ended December 31, 2020, in conformity with U.S. generally accepted accounting principles.\nWe have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission \u201c(2013 framework)\u201d, and our report dated February 25, 2021 expressed an unqualified opinion thereon.\nBasis for Opinion\nThese financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company\u2019s consolidated financial statements based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.\nOur audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.\nCritical Audit Matter\nThe critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.\nUncertain tax positions\nDescription of the MatterAs discussed in Note 7, at December 31, 2020, the Company had approximately $161 million of unrecognized tax benefits associated with uncertain tax positions. Uncertainty in a tax position may arise as tax laws are subject to interpretation. The Company uses significant judgment in (1) determining whether a tax position\u2019s technical merits are more-likely-than-not to be sustained and (2) measuring the amount of tax benefit that qualifies for recognition.\nA", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: tax benefit, tax law. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00475", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors.\nSet forth below, and elsewhere in this Report and in other documents we file with the SEC, are risks and uncertainties that could cause our actual results to differ materially from the results contemplated by the forward-looking statements contained in this Report.\nRisks Related to Our Industry\nOur business is subject to general economic and business factors that are largely beyond our control, any of which could have a material adverse effect on our operating results.\nOur business is dependent upon a number of general economic and business factors that may adversely affect our results of operations. These factors include significant increases or rapid fluctuations in fuel prices, excess capacity in the trucking industry, surpluses in the market for used equipment, interest rates, fuel taxes, license and registration fees, insurance premiums, self-insurance levels, and difficulty in attracting and retaining qualified drivers, independent contractors, and third-party carriers.\nWe operate in a highly competitive and fragmented industry, and our business may suffer if we are unable to adequately address any downward pricing pressures or other factors that may adversely affect our ability to compete with other carriers.\nFurther, we are affected by recessionary economic cycles and downturns in customers\u2019 business cycles, particularly in market segments and industries, such as the automotive industry, where we have a significant concentration of customers. Economic conditions may also adversely affect our customers and their ability to pay for our services.\n- 8 -\nDeterioration in the United States and/or world economies could exacerbate any difficulties experienced by our customers and suppliers in obtaining financing, which, in turn, could materially and adversely impact our business, financial condition, results of operations and cash flows.\nWe may be adversely impacted by fluctuations in the price and availability of diesel fuel.\nDiesel fuel represents a significant operating expense for the Company and we do not currently hedge against the risk of diesel fuel price increases. An increase in diesel fuel prices or diesel fuel taxes, or any change in federal or state regulations that results in such an increase, could have a material adverse effect on our operating results to the extent we are unable to recoup such increases from customers in the form of increased freight rates or through fuel surcharges. Historically, we have been able to offset, to a certain extent, diesel fuel price increases through fuel surcharges to our customers, but we cannot be certain that we will be able to do so in the future. We continuously monitor the components of our pricing, including base freight rates and fuel surcharges, and address individual account profitability issues with our customers when necessary.\nDifficulty in attracting drivers and independent contractors could affect our profitability and ability to grow.\nThe transportation industry often experiences significant difficulty in attracting and retaining qualified drivers and independent contractors. This shortage is exacerbated by several factors, including demand from competing industries, such as manufacturing, construction and farming, demand from other transportation companies, and the impact of regulations, including CSA and hours of service rules, the temporary closure of commercial driver schools during the COVID-19 outbreak, and other difficulties attracting and training new drivers in the current socially distanced environment. Economic conditions affecting operating costs such as fuel, insurance, equipment and maintenance costs can negatively impact the number of qualified independent contractors available to us. We have from time to time experienced under-utilization and increased expenses due to a shortage of qualified drivers. If we are unable to attract drivers or contract with independent contractors when needed, we could be required to further adj", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 798287_2020.htm (CIK: 798287, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00476", "source": "edgar", "source_license": "public_domain", "text": "Item 7 - Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nThe following discussion and analysis summarizes the significant factors affecting our consolidated operating results, financial condition, liquidity and capital resources during the three-year period ended January 31, 2020 (our fiscal years 2019, 2018 and 2017). Unless otherwise noted, all references herein for the years 2019, 2018 and 2017 represent the fiscal years ended January 31, 2020, February 1, 2019 and February 2, 2018, respectively. We intend for this discussion to provide the reader with information that will assist in understanding our financial statements, the changes in certain key items in those financial statements from year to year, and the primary factors that accounted for those changes, as well as how certain accounting principles affect our financial statements. This discussion should be read in conjunction with our consolidated financial statements and notes to the consolidated financial statements included in this Annual Report that have been prepared in accordance with accounting principles generally accepted in the United States of America. This discussion and analysis is presented in six sections:\n\u2022\nExecutive Overview\n\u2022\nOperations\n\u2022\nFinancial Condition, Liquidity and Capital Resources\n\u2022\nOff-Balance Sheet Arrangements\n\u2022\nContractual Obligations and Commercial Commitments\n\u2022\nCritical Accounting Policies and Estimates\nEXECUTIVE OVERVIEW\nNet sales for fiscal 2019 increased 1.2% over fiscal year 2018 to $72.1 billion. The increase in total sales was driven by an increase in comparable sales, offset by a decrease in sales due to closed stores and the exit of the Mexico and Orchard Supply Hardware (Orchard) businesses. Comparable sales increased 2.6% over fiscal year 2018, driven by a comparable average ticket increase of 2.1% and an increase in comparable transactions of 0.5%. Net earnings for fiscal 2019 increased 85.0% to $4.3 billion. Diluted earnings per common share increased 93.1% in fiscal year 2019 to $5.49 from $2.84 in 2018. As further discussed below, during fiscal year 2019, we completed a strategic review of the Canadian operations and finalized the closure of the Mexico business, resulting in net pre-tax operating costs and charges of $265 million, which decreased diluted earnings per share by $0.25. Adjusting 2019 and 2018 amounts for certain significant discrete items not contemplated in the business outlooks for those respective years, adjusted diluted earnings per common share increased 12.3% in fiscal year 2019 to $5.74 from $5.11 in 2018 (see the non-GAAP financial measures discussion).\nFor 2019, cash flows from operating activities were approximately $4.3 billion, with $1.5 billion used for capital expenditures. Continuing to deliver on our commitment to return excess cash to shareholders, the Company repurchased 41.0 million shares of stock through the share repurchase program for $4.3 billion and paid $1.6 billion in dividends during the year.\nDuring the prior year, we announced our intention to exit our Mexico retail operations and our plan to sell the operating business. However, during the first quarter of 2019, after an extensive market evaluation, the decision was made to instead sell the assets of the business. This resulted in an $82 million tax benefit in the first quarter. This benefit was partially offset by $35 million of pretax operating costs during the year associated with the exit and ongoing wind-down of the business.\nIn the third quarter of 2019, we commenced a strategic review of the Canadian operations to improve execution and deliver long-term improved profitability in Canada. As a result, during the fourth quarter, we completed the closure of 28 under-performing stores with the remaining six planned closures to be completed in early fiscal 2020. In addition, Canadian operations started a SKU rationalization project to present a more coordinated assortment of product to th", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: tax benefit, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00477", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\nThe following discussion and analysis of the Company\u2019s financial condition and results of operations should be read in conjunction with our audited financial statements and the notes related thereto which are included in \u201cItem 8. Financial Statements and Supplementary Data\u201d of this Annual Report on Form 10-K. Certain information contained in the discussion and analysis set forth below includes forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth under \u201cSpecial Note Regarding Forward-Looking Statements,\u201d \u201cItem 1A. Risk Factors\u201d and elsewhere in this Annual Report on Form 10-K.\nOverview\nWe are a blank check company incorporated in in Delaware on July 28, 2020 formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. We intend to effectuate our business combination using cash derived from the proceeds of the initial public offering and the sale of the private placement warrants, our shares, debt or a combination of cash, shares and debt.\nWe expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a business combination will be successful.\nResults of Operations\nWe have neither engaged in any operations nor generated any revenues to date. Our only activities from July 28, 2020 (inception) to December 31, 2020 were organizational activities and those necessary to consummate the initial public offering, described below. Following the initial public offering, we do not expect to generate any operating revenues until after the completion of our business combination. We expect to generate non-operating income in the form of interest income on cash and marketable securities held after our initial public offering. We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.\nFor the year ended December 31, 2020, we had a net loss of $1,272 which consisted of formation costs.\nLiquidity and Capital Resources\nThe Company\u2019s liquidity needs up to December 31, 2020 had been satisfied through a capital contribution from the Sponsor of $25,000 for the founder shares, and the loan under an unsecured promissory note from the Sponsor of $141,451.\nOn January 20, 2021, the Company consummated the initial public offering of 14,950,000 units (the \u201cUnits\u201d and, with respect to the shares of common stock included in the Units being offered, the \u201cPublic Shares\u201d), including 1,950,000 Units issued pursuant to the full exercise of the underwriters\u2019 over-allotment option. at $10.00 per Unit, generating gross proceeds of $149,500,000.\nSimultaneously with the closing of our initial public offering, the Company consummated the sale of 7,057,000 Placement Warrants (the \u201cPlacement Warrants\u201d) at a price of $1.00 per Placement Warrant in a private placement to the Sponsor, generating total gross proceeds of $7,057,000.\nFollowing the initial public offering and the sale of the Private Placement Warrants, an aggregate of $149,500,000 ($10.00 per Unit) was held in a Trust Account (\u201cTrust Account\u201d). Transaction costs of the initial public offering amounted to $8,695,734, consisting of $2,990,000 of underwriting fee, $5,232,500 of deferred underwriting fee and $473,234 of other offering costs.\nWe intend to use substantially all of the funds held in the trust account, including any amounts representing interest earned on the trust account (less taxes payable) to complete our initial business combination. We may withdraw interest from the trust account to pay franchise and income taxes. To the extent that our equity or debt is used, in ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1820175_2020.htm (CIK: 1820175, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00478", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nConsolidated Statements of Operations\nYear Ended December 31,\nSee accompanying notes to consolidated financial statements\nAMERICAN AXLE & MANUFACTURING HOLDINGS, INC.\nConsolidated Statements of Comprehensive Income (Loss)\nYear Ended December 31,\nSee accompanying notes to consolidated financial statements\nAMERICAN AXLE & MANUFACTURING HOLDINGS, INC.\nConsolidated Balance Sheets\nDecember 31,\nSee accompanying notes to consolidated financial statements\nAMERICAN AXLE & MANUFACTURING HOLDINGS, INC.\nConsolidated Statements of Cash Flows\nYear Ended December 31,\nSee accompanying notes to consolidated financial statements\nAMERICAN AXLE & MANUFACTURING HOLDINGS, INC.\nConsolidated Statements of Stockholders' Equity\nSee accompanying notes to consolidated financial statements\nAMERICAN AXLE & MANUFACTURING HOLDINGS, INC.\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES\nORGANIZATION We are a global Tier 1 supplier to the automotive industry. We design, engineer and manufacture driveline and metal forming products that are making the next generation of vehicles smarter, lighter, safer and more efficient. We employ approximately 20,000 associates, operating at nearly 80 facilities in 17 countries, to support our customers on global and regional platforms with a continued focus on delivering operational excellence, quality and technology leadership.\nPRINCIPLES OF CONSOLIDATION We include the accounts of American Axle & Manufacturing Holdings, Inc. (Holdings) and its subsidiaries in our consolidated financial statements. We eliminate the effects of all intercompany transactions, balances and profits in our consolidation.\nCASH AND CASH EQUIVALENTS Cash and cash equivalents include all cash balances, savings accounts, sweep accounts, and highly liquid investments in money market funds and certificates of deposit with maturities of 90 days or less at the time of purchase.\nREVENUE RECOGNITION We are obligated under our contracts with customers to manufacture and supply products for use in our customers\u2019 operations. We satisfy these performance obligations at the point in time that the customer obtains control of the products, which is the point in time that the customer is able to direct the use of, and obtain substantially all of the remaining benefits from, the products. This typically occurs upon shipment to the customer in accordance with purchase orders and delivery releases issued by our customers. See Note 13 - Revenue from Contracts with Customers for more detail on our revenue.\nACCOUNTS RECEIVABLE The majority of our accounts receivable are due from original equipment manufacturers (OEMs) in the automotive industry and are considered past due when payment is not received within the terms stated within the contract. Trade accounts receivable for our customers are generally due within approximately 50 days from the date our customers receive our product.\nAmounts due from customers are stated net of allowances for credit losses. We determine our allowances by considering our expected credit losses, in addition to factors such as our previous loss history, customers' ability to pay their obligations to us, and the condition of the general economy and industry as a whole. The allowance for credit losses was $4.5 million and $8.0 million as of December 31, 2020 and 2019, respectively. We write-off accounts receivable when they become uncollectible.\nWe have agreements in place with factoring companies to sell customer receivables on a nonrecourse basis from certain of our locations in Europe. The factoring companies collect payment for the sold receivables and AAM has no continuing involvement with such receivables.\nWe also participate in an early payment program offered by our largest customer, which allows us to sell certain of our North American receivables from this customer to a third party at our discretion. AAM has no continuing involv", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1062231_2020.htm (CIK: 1062231, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00479", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL\nCONDITION AND RESULTS OF OPERATIONS\nINTRODUCTION\nFirst Midwest Bancorp, Inc. is a bank holding company headquartered in Chicago, Illinois with operations in metropolitan Chicago, southeast Wisconsin, northwest Indiana, central and western Illinois, eastern Iowa, and other markets in the Midwest. Our principal subsidiary, First Midwest Bank, and other affiliates provide a full range of commercial, treasury management, equipment leasing, consumer, wealth management, trust, and private banking products and services through 115 banking locations. We are committed to meeting the financial needs of the people and businesses in the communities where we live and work by providing banking and wealth management solutions, quality products, and innovative services that fulfill those financial needs.\nThe following discussion and analysis is intended to address the significant factors affecting our Consolidated Statements of Income for the three years ended December 31, 2020 and Consolidated Statements of Financial Condition as of December 31, 2020 and 2019. Certain reclassifications were made to prior year amounts to conform to the current year presentation. When we use the terms \"First Midwest,\" the \"Company,\" \"we,\" \"us,\" and \"our,\" we mean First Midwest Bancorp, Inc. and its consolidated subsidiaries. When we use the term \"Bank,\" we are referring to our wholly-owned banking subsidiary, First Midwest Bank. Management's discussion and analysis should be read in conjunction with the consolidated financial statements, accompanying notes thereto, and other financial information presented in Item 8 of this Form 10-K.\nOur results of operations are affected by various factors, many of which are beyond our control, including interest rates, local, regional, and national economic conditions, business spending, consumer confidence, legislative and regulatory changes, certain seasonal factors, and changes in real estate and securities markets. Our management evaluates performance using a variety of qualitative and quantitative metrics. The primary quantitative metrics used by management include:\n\u2022Net Interest Income - Net interest income, our primary source of revenue, equals the difference between interest income and fees earned on interest-earning assets and interest expense incurred on interest-bearing liabilities.\n\u2022Net Interest Margin - Net interest margin equals tax-equivalent net interest income divided by total average interest-earning assets.\n\u2022Noninterest Income - Noninterest income is the income we earn from fee-based revenues, investment in bank-owned life insurance (\"BOLI\"), other income, and non-operating revenues.\n\u2022Noninterest Expense - Noninterest expense is the expense we incur to operate the Company, which includes salaries and employee benefits, net occupancy and equipment, professional services, and other costs.\n\u2022Asset Quality - Asset quality represents an estimation of the quality of our loan portfolio, including an assessment of the credit risk related to existing and potential loss exposure, and can be evaluated using a number of quantitative measures, such as non-performing loans to total loans.\n\u2022Regulatory Capital - Our regulatory capital is classified in one of the following tiers: (i) CET1, which consists of common equity and retained earnings, less goodwill and other intangible assets and a portion of disallowed deferred tax assets (\"DTAs\"), (ii) Tier 1 capital, which consists of CET1 and the remaining portion of disallowed DTAs, and (iii) Tier 2 capital, which includes qualifying subordinated debt, qualifying trust-preferred securities, and the allowance for credit losses, subject to limitations.\nSome of these metrics may be presented on a basis not in accordance with U.S. generally accepted accounting principles (\"non-GAAP\"). For detail on our non-GAAP measures, see the discussion in the section of this Item 7 titled \"Non-GAAP Financial Information and Reconciliat", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: deferred tax, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00480", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7.MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nForward Looking Statements\nThis document contains forward-looking statements within the meaning of federal securities laws. Forward-looking information can be identified through the use of words such as \u201cintend,\u201d \u201cplan,\u201d \u201cproject,\u201d \u201cexpect,\u201d \u201canticipate,\u201d \u201cbelieve,\u201d \u201cestimate,\u201d \u201ccontemplate,\u201d \u201cpossible,\u201d \u201cwill,\u201d \u201cmay,\u201d \u201cshould,\u201d \u201cwould\u201d and \u201ccould.\u201d Forward-looking statements and information are not historical facts, are premised on many factors and assumptions, and represent only management\u2019s expectations, estimates and projections regarding future events. Similarly, these statements are not guarantees of future performance and involve certain risks and uncertainties that are difficult to predict. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and is including this statement for purposes of invoking these safe harbor provisions. Such forward-looking statements may be deemed to include, among other things, statements relating to the Company\u2019s future financial performance, the performance of its loan portfolio, the expected amount of future credit reserves and charge-offs, delinquency trends, growth plans, regulatory developments, securities that the Company may offer from time to time, and management\u2019s long-term performance goals, as well as statements relating to the anticipated effects on financial condition and results of operations from expected developments or events, the Company\u2019s business and growth strategies, including future acquisitions of banks, specialty finance or wealth management businesses, internal growth and plans to form additional de novo banks or branch offices. Actual results could differ materially from those addressed in the forward-looking statements as a result of numerous factors and uncertainties, including those discussed in the Risk Factors and summary thereof disclosed under Item 1A of this Annual Report on 10-K and in any of the Company\u2019s subsequent SEC filings.\nTherefore, there can be no assurances that future actual results will correspond to any forward-looking statements. The reader is cautioned not to place undue reliance on any forward-looking statement made by the Company. Any such statement speaks only as of the date the statement was made or as of such date that may be referenced within the statement. The Company undertakes no obligation to update any forward-looking statement to reflect the impact of circumstances or events after the date of this Annual Report on Form 10-K. Persons are advised, however, to consult further disclosures management makes on related subjects in its reports filed with the SEC and in its press releases.\nMANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nThe following discussion highlights the significant factors affecting the operations and financial condition of Wintrust for the three years ended December 31, 2020. The detailed financial discussion focuses on 2020 results compared to 2019. This discussion and analysis should be read in conjunction with the Company\u2019s Consolidated Financial Statements and Notes thereto, and Selected Financial Highlights appearing elsewhere within this Annual Report on Form 10-K.\nFor a discussion of 2019 results compared to 2018, refer to Part II, Item 7, \u201cManagement's Discussion and Analysis of Financial Condition and Results of Operations\u201d of the Wintrust Annual Report on Form 10-K for the year ended December 31, 2019 filed on February 28, 2020.\nOPERATING SUMMARY\nWintrust\u2019s key measures of profitability and balance sheet changes are shown in the following table:\n(1)Net revenue is net interest income plus non-interest income.\n(2)See \u201cNon-GAAP Financial Measures/Ratios\u201d for additional information on this performance measure/ratio.\n(3)The net overhead ratio ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1015328_2020.htm (CIK: 1015328, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00481", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA.\nThe following table presents our selected historical financial data. The information set forth below should be read in conjunction with Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations and the accompanying consolidated financial statements and notes thereto, which are included elsewhere in this Annual Report.\n(1)We report our financial results in accordance with United States generally accepted accounting principles (\u201cGAAP\u201d). Adjusted EBITDA, a Non-GAAP measure, represents income from continuing operations before income tax expense, interest expense, gain on sale of operations, net, and depreciation and amortization expense. We have included Adjusted EBITDA because such data is commonly used as a performance measure by analysts and investors and as a measure of our ability to service debt. Adjusted EBITDA should not be regarded as an alternative or replacement to any measurement of performance under generally accepted accounting principles. Refer to the GAAP Reconciliation table in Part II - Item 7, Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations, which reconciles the Non-GAAP financial measure to the nearest GAAP financial measure, \u201cIncome from continuing operations.\u201d\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax expense. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00482", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nThe information under \"Compensation Discussion and Analysis,\" \"Executive Compensation,\" \"Director Compensation,\" \"Committees of the WEC Energy Group Board of Directors,\" \"Pay Ratio Disclosure,\" \"Risk Analysis of Compensation Policies and Practices,\" and \"Certain Relationships and Related Transactions\" in the 2021 Annual Meeting Information Statement is incorporated herein by reference.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 107815_2020.htm (CIK: 107815, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00483", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nDerivatives, Risk Management and Market Risk\nPSCo is exposed to a variety of market risks in the normal course of business. Market risk is the potential loss that may occur as a result of adverse changes in the market or fair value of a particular instrument or commodity. All financial and commodity-related instruments, including derivatives, are subject to market risk.\nSee Note 8 to the consolidated financial statements for further information.\nPSCo is exposed to the impact of adverse changes in price for energy and energy-related products, which is partially mitigated by the use of commodity derivatives. In addition to ongoing monitoring and maintaining credit policies intended to minimize overall credit risk, management takes steps to mitigate changes in credit and concentration risks associated with its derivatives and other contracts, including parental guarantees and requests of collateral. While PSCo expects that the counterparties will perform under the contracts underlying its derivatives, the contracts expose PSCo to certain credit and non-performance risk.\nDistress in the financial markets may impact counterparty risk, the fair value of the securities in the pension fund and PSCo\u2019s ability to earn a return on short-term investments.\nCommodity Price Risk - PSCo is exposed to commodity price risk in its electric and natural gas operations. Commodity price risk is managed by entering into long and short-term physical purchase and sales contracts for electric capacity, energy and energy-related products and fuels used in generation and distribution activities. Commodity price risk is also managed through the use of financial derivative instruments. PSCo\u2019s risk management policy allows it to manage commodity price risk within each rate-regulated operation per commission approved hedge plans.\nWholesale and Commodity Trading Risk - PSCo conducts various wholesale and commodity trading activities, including the purchase and sale of electric capacity, energy, energy-related instruments and natural gas-related instruments, including derivatives. PSCo\u2019s risk management policy allows management to conduct these activities within guidelines and limitations as approved by its risk management committee.\nFair value of net commodity trading contracts as of Dec. 31, 2020:\n(a)Prices actively quoted or based on actively quoted prices.\n(b)Prices based on models and other valuation methods.\nChanges in the fair value of commodity trading contracts before the impacts of margin-sharing for the years ended Dec. 31:\nAt Dec. 31, 2020, a 10% increase in market prices for commodity trading contracts through the forward curve would increase pretax income from continuing operations by approximately $7 million, whereas a 10% decrease would decrease pretax income from continuing operations by approximately $7 million. At Dec. 31, 2019, a 10% increase in market prices for commodity trading contracts would increase pretax income from continuing operations by approximately $3 million, whereas a 10% decrease would decrease pretax income from continuing operations by approximately $3 million. Market price movements can exceed 10% under abnormal circumstances.\nPSCo\u2019s commodity trading operations measure the outstanding risk exposure to price changes on contracts and obligations that have been entered into, but not closed, using an industry standard methodology known as VaR. VaR expresses the potential change in fair value on the outstanding contracts and obligations over a particular period of time under normal market conditions.\nThe VaRs for the NSP-Minnesota and PSCo commodity trading operations, excluding both non-derivative transactions and derivative transactions designated as normal purchase, normal sales, calculated on a consolidated basis using a Monte Carlo simulation with a 95% confidence level and a one-day holding period, were as follows:\nInterest Rate Risk - PSCo is subject ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 81018_2020.htm (CIK: 81018, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00484", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements\nThe consolidated financial statements of Cocrystal Pharma, Inc. required by this Item are described in Item 15 of this Annual Report on Form 10-K and are presented beginning on page.\nCOCRYSTAL PHARMA, INC.\nINDEX TO CONSOLIDATED FINANCIAL STATEMENTS\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nBoard of Directors and Stockholders\nCocrystal Pharma, Inc.\nBothell, Washington\nOpinion on the Consolidated Financial Statements\nWe have audited the accompanying consolidated balance sheets of Cocrystal Pharma, Inc. (the \u201cCompany\u201d) and subsidiaries as of December 31, 2020 and 2019, the related consolidated statements of operations, stockholders\u2019 equity, and cash flows for the years then ended, and the related notes (collectively referred to as the \u201cconsolidated financial statements\u201d). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2020 and 2019, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.\nBasis for Opinion\nThese consolidated financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board of the United States \u201c(\u201cPCAOB\u201d) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.\nOur audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.\nCritical Audit Matter\nThe critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.\nGoodwill Impairment Assessment\nAs described in Notes 2 and 4 to the consolidated financial statements, the Company\u2019s consolidated net goodwill balance was $19,092,000 as of December 31, 2020. Management conducts impairment testing at the reporting unit level on an annual basis as of November 30th or more frequently if events or circumstances indicate a potential impairment. Reporting units are tested for impairment by comparing the estimated fair value of each reporting unit to their respective carrying amounts. Impairment is measured as the excess of a reporting unit\u2019s carrying amount over its fair value, not to exceed the carrying amount of goo", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1412486_2020.htm (CIK: 1412486, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00485", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA\nThe following selected consolidated financial data should be read in conjunction with \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d and the consolidated financial statements and related notes thereto included elsewhere in this Annual Report on Form 10-K. The consolidated statements of operations data for each of the years ended December 31, 2020, 2019, and 2018 and the consolidated balance sheet data as of December 31, 2020, and 2019, are derived from our audited consolidated financial statements that are included elsewhere in this Annual Report on Form 10-K. The consolidated statements of operations data for the year ended December 31, 2018 and the consolidated balance sheet data as of December 31, 2018 are derived from our audited consolidated financial statements, except as otherwise noted, that are not included in this Annual Report on Form 10-K. Our historical results are not necessarily indicative of our future results. The selected consolidated financial data in this section are not intended to replace the consolidated financial statements and related\nnotes thereto included elsewhere in this Annual Report on Form 10-K and are qualified in their entirety by the consolidated financial statements and related notes thereto included elsewhere in this Annual Report on Form 10-K.\nConsolidated Statements of Operations Data\n(1) Includes stock-based compensation as follows:\n(2)Includes impairment charges related to certain right-of-use and other lease related assets as a result of our decision to shift to a Virtual First work model. See Note 9 \"Leases\" of the Notes to the Consolidated Financial Statements for further information.\n(3)On March 19, 2020, one of the Company's co-founders resigned as a member of the board and as an officer of the Company, resulting in the reversal of $23.8 million in stock-based compensation expense. Of the total amount reversed, $21.5 million related to expense recognized prior to December 31, 2019. See Note 12 \"Stockholders' Equity\" of the Notes to the Consolidated Financial Statements for further information.\n(4)During the year ended December 31, 2018, the Company recognized the cumulative unrecognized stock-based compensation of $418.7 million related to the two-tier restricted stock units upon the effectiveness of the Company's registration statement for its initial public offering. See Note 1 \"Description of the Business and Summary of Significant Accounting Policies\" of the Notes to the Consolidated Financial Statements for further details.\nConsolidated Balance Sheet Data\n(1) Includes the impact of the Company's adoption of ASU No. 2016-02, Leases (Topic 842) on January 1, 2019.\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1467623_2020.htm (CIK: 1467623, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00486", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\nSELECTED HISTORICAL FINANCIAL DATA\nThe following table sets forth our selected consolidated financial data. The selected consolidated financial data as of and for the five fiscal years ended December 31 are derived from our consolidated financial statements. The data should be read in conjunction with the consolidated financial statements and related notes contained in Part II, Item 8. of this report.\n(1)The Company completed the acquisition (the \"PowerA Acquisition\") of PowerA on December 17, 2020; the results of PowerA are included as of that date. The Company completed the acquisition (the \"Foroni Acquisition\") of Ind\u00fastria Gr\u00e1fica Foroni Ltda. (\"Foroni\") effective August 1, 2019; the results of Foroni are included as of that date. The Company completed the acquisition (the \"GOBA Acquisition\") of GOBA Internacional, S.A. de C.V. (\"GOBA\") on July 2, 2018; the results of GOBA are included as of that date. The Company completed the acquisition (the \"Esselte Acquisition\") of Esselte Group Holdings AB (\"Esselte\") on January 31, 2017; the results of Esselte are included as of February 1, 2017. On May 2, 2016, the Company completed the acquisition of Australia Stationery Industries, Inc. (the \"PA Acquisition\"), which indirectly owned the 50% of the Pelikan Artline joint venture and the issued capital stock of Pelikan Artline Pty Limited (collectively, \"Pelikan Artline\") that was not already owned by the Company.\n(2)Operating income for the years 2020, 2019, 2018, 2017, and 2016 was impacted by restructuring charges of $10.9 million, $12.0 million, $11.7 million, $21.7 million, and $5.4 million, respectively. Such charges were largely employee severance related, and were principally associated with post-merger integration activities following various acquisitions.\n(3)On January 1, 2018, we adopted the accounting standard ASU No. 2017-07, Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. The new standard required presentation of all components of net periodic pension and postretirement benefit (income)/costs, other than service costs, in an income statement line item included in \"Non-operating (income)/expense.\" On this basis, the Company restated its operating income for the years 2017, and 2016, which was reduced $8.5 million and $8.2 million, respectively.\n(4)Other expense (income), net for the years 2020 and 2019 included income of $1.1 million and $3.3 million, respectively, related to certain Brazilian tax credits. See \"Note 19. Commitments and Contingencies - Brazil Tax Credits\" to the consolidated financial statements contained in Part II, Item 8. of this report for additional details. Other expense (income), net for the year 2016 included a $28.9 million non-cash gain arising from the Pelikan Artline acquisition due to the revaluation of the previously held equity interest to fair value. Other expense (income), net for the year 2016 was also impacted by incremental charges of $29.9 million related to the refinancing of senior unsecured notes.\n(5)In 2017, we recorded a net tax benefit of $25.7 million related to the U.S. Tax Cuts and Jobs Act (the \"U.S. Tax Act\").\nSUPPLEMENTAL NON-GAAP FINANCIAL MEASURES\nTo supplement our consolidated financial statements presented in accordance with generally accepted accounting principles in the U.S. (\"GAAP\"), we provide investors with certain non-GAAP financial measures, including comparable net sales. Comparable net sales represents net sales excluding the impact of acquisitions and with current-period foreign operation sales translated at prior-year currency rates. We sometimes refer to comparable net sales as comparable sales.\nWe use comparable net sales both to explain our results to stockholders and the investment community and in the internal evaluation and management of our business. We believe comparable net sales provide management and investors with", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: tax benefit, tax credit. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00487", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\nWe are a smaller reporting company, as defined in Rule 12b-2 under the Exchange Act, for this reporting period and are not required to provide the information required under this item.\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1733294_2020.htm (CIK: 1733294, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00488", "source": "edgar", "source_license": "public_domain", "text": "Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nOur consolidated financial statements are included in this Annual Report on Form 10-K beginning on page.\nItem 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1001082_2020.htm (CIK: 1001082, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00489", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nThis item is incorporated by reference to the sections entitled \u201cExecutive Compensation\u201d, \u201cCorporate Governance-Compensation Committee Interlocking And Insider Participation\u201d and \u201cCorporate Governance-How Are Directors Compensated?\u201d of the definitive proxy statement for the Annual General Meeting of Shareholders, which will be filed with the SEC not later than 120 days after the close of the fiscal year pursuant to regulation 14A.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1273813_2020.htm (CIK: 1273813, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00490", "source": "edgar", "source_license": "public_domain", "text": "Item 11.Executive Compensation\nSummary Compensation Table\nThis section discusses the material components of the executive compensation program for our named executive officers. This discussion may contain forward-looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs.\nThe following table provides information regarding the compensation awarded to, or earned by, our current and former named executive officers for the fiscal years ended March 31, 2020 and 2019.\n(1) On August 8, 2018, our Board of Directors approved the grant of options to purchase 500,000 shares of our common stock to Mr. Yankowitz pursuant to an exemption under Section 4(a)(2) of the Securities Act of 1933, as amended. Pursuant to the terms of the option agreement, these options are exercisable immediately on the date of grant at an exercise price of $3.00 per share and are exercisable for a term of 10 years from the date of grant. In determining the fair value of the stock option, we used the Black-Scholes pricing model having the following assumptions: i) stock option exercise price of $3.00; ii) fair market value of our common stock of $4.00, which was based on available valuation factors made available to us during the period from the date of grant through the end of our fiscal quarter ended September 30, 2018; iii) expected term of option of 7 years; iv) expected volatility of our common stock of approximately 40%; v) expected dividend rate of 0.0%; and vi) risk-free interest rate of approximately 2.80%. As a result, we recorded stock-based compensation of $1,100,350 during the fiscal year ended March 31, 2019.\n(2) On May 29, 2019, Mr. Page resigned as a director. On August 1, 2019, we terminated Mr. Page as our chief technology officer and as an officer of our subsidiary, RocketFuel.\nEmployment Agreements and Other Arrangements with Named Executive Officers\nNone.\n- 18 -\nOutstanding Equity Awards During Fiscal 2020\nThere were no equity awards during the fiscal year ended March 31, 2020.\nOption Exercises and Stock Vested During Fiscal 2020\nThere were no options exercised during the fiscal year ended March 31, 2020.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 823546_2020.htm (CIK: 823546, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00491", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nOVERVIEW\nExponent is an engineering and scientific consulting firm providing solutions to complex problems. Exponent's interdisciplinary organization of scientists, physicians, engineers, and business consultants draws from more than 90 technical disciplines to solve the most pressing and complicated challenges facing stakeholders today. The firm leverages over 50 years of experience in analyzing accidents and failures to advise clients as they innovate their technologically complex products and processes, ensure the safety and health of their users, and address the challenges of sustainability.\nCRITICAL ACCOUNTING ESTIMATES\nIn preparing our consolidated financial statements, we make assumptions, judgments and estimates that can have a significant impact on our revenue, operating income and net income, as well as on the value of certain assets and liabilities on our consolidated balance sheet. We base our assumptions, judgments and estimates on historical experience and various other factors that we believe to be reasonable under the circumstances. On a regular basis we evaluate our assumptions, judgments and estimates and make changes accordingly. We believe that the assumptions, judgments and estimates involved in accounting for revenue recognition and estimating the allowance for contract losses and doubtful accounts have a potential impact on our consolidated financial statements, so we consider these to be our critical accounting policies. We discuss below the assumptions, judgments and estimates associated with these policies. Historically, our assumptions, judgments and estimates relative to our critical accounting policies have not differed materially from actual results. For further information on our critical accounting policies, see \u201cNote 1: Summary of Significant Accounting Policies\u201d of our Notes to Consolidated Financial Statements.\nRevenue recognition. We derive our revenues primarily from professional fees earned on consulting engagements, fees earned for the use of our equipment and facilities, as well as reimbursements for outside direct expenses associated with the services that are billed to our clients.\nSubstantially all of our engagements are service contracts performed under time and material or fixed-price billing arrangements. For time and material and fixed-price service projects, revenue is generally recognized as the services are performed. For substantially all of our fixed-price service engagements, we recognize revenue based on the relationship of incurred labor hours at standard rates to our estimate of the total labor hours at standard rates we expect to incur over the term of the contract. Our estimate of total labor hours we expect to incur over the term of the contract is based on the nature of the project and our past experience on similar projects. We believe this methodology achieves a reliable measure of the revenue from the consulting services we provide to our customers under fixed-price contracts.\nManagement judgments and estimates must be made and used in connection with the revenues recognized in any accounting period. These judgments and estimates include an assessment of the estimate as to the total effort required to complete fixed-price projects.\nEstimating the allowance for contract losses and doubtful accounts. We make estimates of our ability to collect accounts receivable and our unbilled but recognized work-in-process. In circumstances where we are aware of a specific customer\u2019s inability to meet its financial obligations to us or for disputes with customers that affect our ability to fully collect our accounts receivable and unbilled work-in-process, we record a specific allowance to reduce the net recognized receivable to the amount we reasonably believe will be collected. For all other customers we recognize allowances for contract losses and doubtful accounts taking into conside", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 851520_2020.htm (CIK: 851520, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00492", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nInvesting in our common stock involves a high degree of risk. Before investing in our common stock, you should carefully consider the risks described below, together with all of the other information contained in this Annual Report on Form 10-K. Some of these factors relate to the Arrangement as well as to the risks associated with Meta\u2019s business and the industry in which Meta operates and our business and the industry in which we operate. The risks and uncertainties described below and elsewhere in this Annual Report on Form 10-K are not the only risks facing us. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also materially and adversely affect our business and operations.\nRisks Related to the COVID-19 Pandemic\nAn occurrence of an uncontrollable event such as the COVID-19 pandemic is likely to negatively affect, and has to date negatively affected, our operations.\nThe occurrence of an uncontrollable event such as the COVID-19 pandemic is likely to, and has already, negatively affected our operations. A pandemic typically results in social distancing, travel bans and quarantine, and the effects of, and response to, the COVID-19 pandemic has limited access to our facilities, properties, management, support staff and professional advisors. These, in turn, have not only negatively impacted our operations and financial condition, but our overall ability to react timely to mitigate the impact of this event. Further, the COVID-19 pandemic has resulted in declines in the demand for, and the price of, oil and gas, and it is unclear how long this decline will last. The full effect on our business and operation is currently unknown. In the event that the effects of COVID-19 continue in the future and/or the economy continues to deteriorate, we may be forced to curtail our operations and may be unable to pay our debt obligations, if any, (all notes payable have been paid or converted at the date of this filing) as they come due.\nThe coronavirus/COVID-19 pandemic has had a negative effect on oil and gas prices, and depending on the severity and longevity of the pandemic, it may result in a major economic recession which will continue to depress oil and gas prices and cause our business and results of operations to suffer.\nThe inability and/or unwillingness of individuals to congregate in large groups, travel and/or visit retail businesses or travel outside of their homes will, and has to date, had a negative effect on the demand for, and the current prices of, oil and gas. Additionally, the demand for oil and gas is based partially on global economic conditions. If the COVID-19 pandemic results in a global economic recession, there will be a continued negative effect on the demand for oil and gas and this will have a negative effect on our operating results. All of the above may be exacerbated in the future as the COVID-19 outbreak and the governmental responses thereto continue. Concerns about global economic growth have had a significant adverse impact on global financial markets and commodity prices. If the economic climate in the United States or abroad continues to deteriorate, demand for petroleum products could further diminish, which will impact the price at which we can sell our oil and gas, impact the value of our working interests and other oil and gas assets, affect the ability of our vendors, suppliers and customers to continue operations, affect our operations and ultimately adversely impact our results of operations, liquidity and financial condition.\nRisks Related to the Arrangement\nThe Arrangement may not be completed due to failure to obtain the necessary court and/or regulatory approvals.\nTo complete the Arrangement, we and Meta must make certain filings with and obtain certain consents and approvals from various governmental and regulatory authorities including the Court, and the approval of Nasdaq of the listing of the shares of the combine", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1431959_2020.htm (CIK: 1431959, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00493", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. RISK FACTORS\nYou should carefully read the following discussion of significant factors, events and uncertainties when evaluating our business and the forward-looking information contained in this Annual Report on Form 10-K. The events and consequences discussed in these risk factors could materially and adversely affect our business, operating results, liquidity and financial condition. While we believe we have identified and discussed below the key risk factors affecting our business, these risk factors do not identify all the risks we face, and there may be additional risks and uncertainties that we do not presently know or that we do not currently believe to be significant that may have a material adverse effect on our business, performance or financial condition in the future.\nRisk Related to Macroeconomic Conditions\nOur business and financial results may be negatively impacted by the failure to successfully manage a disruption in consumer and trade patterns, as well as operational challenges associated with the actual or perceived effects of a disease outbreak, including epidemics, pandemics or similar widespread public health concerns, such as, the current coronavirus disease 2019 (\"COVID-19\") global pandemic.\nOur operations are impacted by consumer spending levels, impulse purchases, the availability of our products at retail and our ability to manufacture, store and distribute products to our customers and consumers in an effective and efficient manner. The fear of exposure to or actual effects of a disease outbreak, epidemic, pandemic or similar widespread public health concern, such as the COVID-19 pandemic, could negatively impact our overall business and financial results. Specific factors that may impact our operations, some of which have had an unfavorable impact on our operations as a result of COVID-19, include, but are not limited to:\n\u2022Significant reductions or volatility in demand for one or more of our products, which may be caused by, among other things: the temporary inability of consumers to purchase our products due to illness, quarantine or other travel restrictions, or financial hardship, shifts in demand away from one or more of our products, or pantry-loading activity; if prolonged, such impacts may further increase the difficulty of planning for operations and may negatively impact our results;\n\u2022Significant reductions in the availability of one or more of our products as a result of retailers, common carriers or other shippers modifying restocking, fulfillment and shipping practices;\n\u2022The inability to meet our customers\u2019 needs and achieve cost targets due to disruptions in our manufacturing operations or supply arrangements caused by the loss or disruption of essential manufacturing and supply elements such as raw materials or finished product components, transportation resources, workforce availability, or other manufacturing and distribution capability;\n\u2022The inability to effectively manage evolving health and welfare strategies, including but not limited to ongoing or not yet fully known costs related to operational adjustments to ensure continued employee and consumer safety and adherence to health guidelines as they are modified and supplemented;\n\u2022An inability to effectively modify our trade promotion and advertising activities to reflect changing consumer viewing and shopping habits due to the cancellation or postponement of major sporting and entertainment events, reduced in-store visits, travel restrictions and a shift in customer advertising priorities, among other things;\n\u2022The failure of third parties on which we rely, including those third parties who supply our ingredients, packaging, capital equipment and other necessary operating materials, contract manufacturers, distributors, contractors, commercial banks and external business partners, to meet their obligations to the Company, or significant disruptions in their ability to do so, which may be caused by their own financial or", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 47111_2020.htm (CIK: 47111, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00494", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operation.\nWe are a \u201cblank check\u201d Company incorporated on August 17, 2005 as a Delaware corporation. We plan to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.\nUntil we complete an acquisition, we may seek to raise additional funds through a private offering of debt or equity to fund our operations, including the costs associated with being a public company. We are not a party to any arrangement or understanding with any third party with respect to raising any additional capital.\nWe have neither engaged in any operations nor generated any revenues to date. Our only activities since inception have been organizational activities. We may not generate any operating revenues until after the completion of a business combination. There has been no significant change in our financial condition and no material adverse change has occurred since May 1, 2018. We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.\nAs of April 30, 2020 and 2019 we owed Mr. Atlidakis $77,544 and $43,368 respectively for expenses incurred on our behalf. The amount we owe Mr. Atlidakis is non-interest bearing, unsecured, and due on demand.\nAs of April 30, 2020, we did not have any off-balance sheet arrangements and did not have any commitments or contractual obligations.\nSee Note 3 to our audited financial statements for the year ended April 30, 2020 for a description of our critical accounting policies and the potential impact of the adoption of any new accounting pronouncements.\nItem 7A.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1347491_2020.htm (CIK: 1347491, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00495", "source": "edgar", "source_license": "public_domain", "text": "Item 7A.\nQUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nThe Company is exposed to market risk from the effect of interest rate changes and changes in the market values of its investments.\nInterest Rate Risk\nThe Company\u2019s exposure to market risk for changes in interest rates relates primarily to the Company\u2019s investment of available cash balances and its long-term debt. The Company generally invests its cash and cash equivalents in investment grade corporate and U.S. government securities. Due to the currently low rates of return the Company is receiving on its cash equivalents, the potential for a significant decrease in short-term interest rates is low and, therefore, a further decrease would not have a material impact on the Company\u2019s interest income. Borrowings under the Company\u2019s credit facility bear interest at a variable rate, plus an applicable margin, and therefore expose the Company to market risk for changes in interest rates. The effect of a 50 basis point increase in current interest rates on the Company\u2019s interest expense would be approximately $0.5 million during the fiscal year ended June 28, 2020.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1084869_2020.htm (CIK: 1084869, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00496", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nThe following risk factors, among others, could affect our actual results of operations and could cause our actual results to differ materially from those expressed in forward-looking statements made by us. These forward-looking statements are based on current expectations and except as required by law we assume no obligation to update this information. You should carefully consider the risks described below and elsewhere in this Report before making an investment decision. Our business, financial condition or results of operations could be materially adversely affected by any of these risks. Our common stock is considered speculative and the trading price of our common stock could decline due to any of these risks, and you may lose all or part of your investment. The following risk factors are not the only risk factors facing our Company. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our business.\nSummary of Risk Factors\nOur business is subject to a number of risks, including risks that may adversely affect our business, financial condition and results of operations. These risks are discussed more fully below and include, but are not limited to, risks related to:\nRisks Relating to Our Business\n\u25cf the impact of COVID-19 on our operations;\n\u25cf that our loan origination activities, revenues and profits are limited by available funds;\n\u25cf the competitive market and competition;\n\u25cf our investment, leverage and financing strategies;\n\u25cf the broad authority of our management team in making lending decisions and their importance to our business;\n\u25cf the impact of interest rates on our borrowing and business and the requirement to meet covenants contained in our credit line facility;\nRisks Related to Our Portfolio\n\u25cf the impact of overestimating loan yields or the value of collateral and interest rate fluctuations;\n\u25cf market conditions for mortgages and mortgage-related assets;\n\u25cf extension of existing loans;\n\u25cf potential lender liability claims;\n\u25cf the impact of the timing of prepayment of loans;\n\u25cf the liquidity of our loan portfolio;\n\u25cf the geographic concentration of our loan portfolio;\n\u25cf our exposure to economic slowdowns or recessions;\n\u25cf our ability to foreclose promptly as may be necessary;\n\u25cf potential liability relating to environmental matters;\n\u25cf loan defaults;\n\u25cf casualty events occurring on properties securing our loans;\n\u25cf borrower concentration;\nRisks Related to Financing Transactions\n\u25cf complying with covenants in our existing credit line;\n\u25cf our use of leverage;\nRisks Related to REIT Status and Investment Company Act Exemption\n\u25cf potential challenges by the Internal Revenue Service (the \u201cIRS\u201d);\n\u25cf compliance with REIT requirements, including REIT distribution requirements;\n\u25cf potential tax liabilities and our reliance on tax and legal advice on our REIT status;\n\u25cf the impact of our distributions and the tax impact of our dividend payments;\n\u25cf\nthe impact of the liquidation of our assets;\n\u25cf the ownership restrictions set forth in our restated certificate of incorporation;\n\u25cf ability to generate sufficient cash flow to make distributions;\n\u25cf the impact of being deemed an investment company under the Investment Company Act;\nRisks Related to Our Common Shares\n\u25cf the potential for our largest shareholder\u2019s interests not aligning with those of our other shareholders;\nRisks Related to Our Organization and Structure\n\u25cf the impact of certain provisions of New York law;\n\u25cf our capital structure may prevent a change in control and the limited rights of shareholders to take action against our officers and directors;\nRisks Related to the Notes issued by MBC Funding II\n\u25cf our shareholders and noteholders may not have aligned interests;\n\u25cf the restrictive covenants in the Indentures;\n\u25cf the potential lack of protection against certain events that may impact the obligations under the Notes;\n\u25cf our inherent conflict of interest with MBC Funding II;\n\u25cf the potential lack of ability of ", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: irs, internal revenue. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00497", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data.\nOur consolidated financial statements are appended at the end of this Annual Report, starting at page, and incorporated herein by reference.\nItem 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1748907_2020.htm (CIK: 1748907, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00498", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations\nThe following discussion should be read in conjunction with our consolidated financial statements and accompanying notes included elsewhere in this Annual Report on Form 10-K.\nOVERVIEW (dollars in thousands, except share data)\nWe are a REIT that was organized under Maryland law in 2017. Our business strategy is focused on originating and investing in first mortgage whole loans secured by middle market and transitional CRE. We define middle market CRE as commercial properties that have values up to $100,000 and transitional CRE as commercial properties subject to redevelopment or repositioning activities that are expected to increase the value of the properties. We classify our investments as loans held for investment in our consolidated balance sheets. Loans held for investment are reported at cost, net of any unamortized loan fees and origination costs as applicable, unless the assets are deemed impaired.\nOur Manager is registered with the SEC as an investment adviser under the Investment Advisers Act of 1940, as amended. We believe that our Manager provides us with significant experience and expertise in investing in middle market and transitional CRE.\nWe operate our business in a manner consistent with our qualification for taxation as a REIT under the IRC. As such, we generally are not subject to U.S. federal income tax, provided that we meet certain distribution and other requirements. We also operate our business in a manner that permits us to maintain our exemption from registration under the Investment Company Act.\nFor a discussion of and the risks relating to the COVID-19 pandemic on us and our business, see elsewhere in this Annual Report on Form 10-K, including \u201cWarning Concerning Forward-Looking Statements\u201d, Part I, Item 1, \u201cBusiness\u201d and Part I, Item 1A, \u201cRisk Factors.\u201d\nBook Value per Common Share\nThe table below calculates our book value per common share (amounts in thousands, except per share data):\nOur Loan Portfolio\nThe table below provides overall statistics for our loan portfolio as of December 31, 2020 and 2019:\n(1) Unfunded loan commitments are primarily used to finance property and building improvements and leasing capital and are generally funded over the term of the loan.\n(2) All in yield represents the yield on a loan, excluding any repurchase debt funding applicable to the loan and including amortization of deferred fees over the initial term of the loan.\n(3) Maximum maturity assumes all borrower loan extension options have been exercised, which options are subject to the borrower meeting certain conditions.\n(4) LTV represents the initial loan amount divided by the underwritten in-place value of the underlying collateral at closing.\nLoan Portfolio Details\nThe table below provides details of our loan investments as of December 31, 2020:\n(1) All in yield represents the yield on a loan, excluding any repurchase debt funding applicable to the loan and including amortization of deferred fees over the initial term of the loan.\n(2) Maximum maturity assumes all borrower loan extension options have been exercised, which options are subject to the borrower meeting certain conditions.\n(3) LTV represents the initial loan amount divided by the underwritten in-place value of the underlying collateral at closing.\n(4) In July 2020, the borrower sold a parcel of land that was a part of the property securing the loan. The borrower used $2,089 of the sale proceeds to repay part of the outstanding balance under the loan which also reduced the committed principal by the same amount and we allowed the borrower to use the remaining $100 of sale proceeds to increase the reserve for its future debt service obligation payments owed to us under the loan. We used $1,358 of these repayment proceeds to repay a part of the outstanding balance under our Master Repurchase Facility. In February 2021, we amended the agreement governing this lo", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00499", "source": "edgar", "source_license": "public_domain", "text": "Item 11.\nExecutive Compensation\nThe information required in response to this Item 11 is incorporated herein by reference to our Definitive Proxy Statement to be filed with the SEC pursuant to Regulation 14A of the Exchange Act not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1590955_2020.htm (CIK: 1590955, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00500", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\nNEGATIVE EFFECTS OF CIVIL AUTHORITY ACTIONS ON OUR BUSINESS\nOn February 25, 2020, the City of San Francisco issued the proclamation by the Mayor declaring the existence of a local emergency. The negative effects of the civil authority actions related to the novel strain of coronavirus (\u201cCOVID-19\u201d) on our business have been significant. In March 2020, the World Health Organization declared COVID-19 a global pandemic. This contagious virus, which has continued to spread, has adversely affected workforces, customers, economies and financial markets globally. It has also disrupted the normal operations of many businesses, including ours. To mitigate the harm from the pandemic, on March 16, 2020, the City and County of San Francisco, along with a group of five other Bay Area counties and the City of Berkeley, issued parallel health officer orders imposing shelter in place limitations across the Bay Area, requiring everyone to stay safe at home except for certain essential needs. Since February 2020, several unfavorable events and civil authority actions have unfolded causing demand for our hotel rooms to suffer including cancellations of all citywide conventions, reduction of flights in and out of the Bay Area and decline in both leisure and business travel.\nIn response to the decrease in demand, we have since furloughed all managers at the Hotel except for members of the executive team and continue to limit hourly staff to a minimum. By the end of March 2020, we had temporarily closed all of our food and beverage outlets, valet parking, concierge and bell services, fitness center, as well as the executive lounge facility. We continue to implement social distancing standards and cleaning processes designed by Interstate and Hilton to keep employees and guests safe. The full impact and duration of the COVID-19 outbreak continues to evolve as of the date of this Annual Report. The pandemic effectively eliminated our ability to generate any profits, due to the drastic decline in both leisure and business travel. As a result, management believes the ongoing length and severity of the economic downturn caused by the pandemic will have a material adverse impact on our future business, financial condition, liquidity and financial results. We are also assessing the potential impact on the impairment analysis of our long-lived assets and the realization of our deferred tax assets. As of the date of this annual report, the effects of the pandemic continue to affect our economy, business and leisure travel, and our needs to continue to curtail certain revenue generating activities at the Hotel, and until there are vaccines or other methodologies to effectively combat this pandemic, we expect that the effects will have a material adverse effect on our business.\nAs a result of the Coronavirus Aid, Relief, and Economic Security Act (the \u201cCARES Act\u201d) signed into law on March 27, 2020, additional avenues of relief may be available to workers and families through enhanced unemployment insurance provisions and to small businesses through programs administered by the Small Business Administration (\u201cSBA\u201d). The CARES Act includes, among other things, provisions relating to payroll tax credits and deferrals, net operating loss carryback periods, alternative minimum tax credits and technical corrections to tax depreciation methods for qualified improvement property. The CARES Act also established a Paycheck Protection Program (\u201cPPP\u201d), whereby certain small businesses are eligible for a loan to fund payroll expenses, rent, and related costs. On April 9, 2020, Justice entered into a loan agreement (\u201cSBA Loan\u201d) with CIBC Bank USA under the CARES Act. Justice received proceeds of $4,719,000 from the SBA Loan. In accordance with the requirements of the CARES Act, Justice has used proceeds from the SBA Loan primarily for payroll costs. As of June 30, 2020, Justice ha", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: deferred tax, tax credit. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00501", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nInvesting in our common stock involves a high degree of risk. Investors should consider carefully the risks and uncertainties described below in addition to the other information included or incorporated by reference in this Annual Report on Form 10-K, as well as our other public filings with the Securities and Exchange Commission. If any of the following risks actually occur, our business, financial condition or results of operations would likely suffer. In that case, the trading price of our common stock could fall. In addition to the risk factors identified under the captions below, the operation and results of our business are subject to risks and uncertainties identified elsewhere in this Annual Report on Form 10-K as well as general risks and uncertainties such as those relating to general economic conditions and demand in the market for our products.\nRisks Related to Our Financial Condition and Need for Additional Capital\nAn investment in our securities involves a high degree of risk. Our business is subject to risks and events that, if they occur, could adversely affect our financial condition and results of operations and the trading price of our securities.\nThe COVID-19 pandemic could adversely impact our business, including the marketing, sale and commercialization of our products, our supply chain, our clinical trials, our liquidity and access to capital markets and our business development activities.\nIn March 2020, the World Health Organization declared COVID-19 a global pandemic and the United States declared a national emergency with respect to COVID-19. The COVID-19 pandemic has resulted in authorities implementing aggressive actions, and they may from time to time take additional actions, to reduce the spread of the disease, including limiting non-essential gatherings of people, ceasing all non-essential travel, ordering certain businesses and government agencies to cease non-essential operations at physical locations and issuing \u201cshelter-in-place\u201d orders which direct individuals to shelter at their places of residence (subject to limited exceptions). In mid-March 2020, we implemented work-from-home policies which are still in place for the majority of our employees. Our work-from-home policies may negatively impact productivity or disrupt our business, the magnitude of which will continue to depend, in part, on the length of this continued remote working arrangement and other limitations on our ability to conduct our business in the ordinary course. We expect to work from home in the near future and will closely follow the guidance from federal and state authorities, including the Centers for Disease Control and Prevention and the New Jersey Department of Health, in deciding when to transition back to working in our offices. The effects of government actions and our policies and those of third parties to reduce the spread and ameliorate the impact of COVID-19 may negatively impact productivity and our ability to market and sell our products, cause disruptions to our supply chain and ongoing and future clinical trials and impair our ability to execute our business development strategy. These and other disruptions in our operations and the global economy could negatively impact our business, operating results and financial condition.\nThe marketing, sale and commercialization of our products have been adversely impacted and may continue to be adversely impacted by COVID-19 and actions taken to slow its spread and ameliorate its impact. We saw a variable impact on our product revenues in 2020 due to the COVID-19 pandemic and also experienced variable impacts on our business and financial condition as a result of the pandemic. We are expecting the impact on our near-term financial results to continue for the duration of the pandemic. Other parts of our business have been, and continue to be, impacted by the outbreak. For example, patients have postponed and we expect will continue to postpon", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 827871_2020.htm (CIK: 827871, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00502", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nOverview\nWe are one of the largest global sellers of premium cannabis accessories and liquid nicotine products in the world. We operate as a powerful house of brands, third party brand accelerator and distribution platform for consumption devices and lifestyle brands. We have expanded our global reach, serving the global cannabis, hemp-derived CBD, and liquid nicotine markets with an expansive customer base, generating an average 6 orders per minute from over 1,100 licensed cannabis dispensaries, and 4,100 smoke and vape shops around the world.\nOver the course of 2020, we shifted away from a high-volume and low-margin sales mix to a lower-volume and higher-margin mix, with a focus on our Greenlane Brands. As evidence of this shift, sales from nicotine products decreased to 9.5% of total net sales from 39.9%, while Greenlane Brand sales increased to 16.5% of total net sales as for the year ended December 31, 2020, from 8.3% of total net sales for the year ended December 31, 2019. When including 2020 Eyce product sales, which were integrated into our Greenlane Brand products effective March 2, 2021, our Greenlane Brand sales would have represented 19.7% of total net sales for the year ended December 31, 2020. The increased focus on Greenlane Brand sales resulted in a year-over-year growth rate of approximately 49.2% for brands including Vibes Rolling Papers, Marley Natural, K. Haring Glass Collection and Higher Standards, and resulted in an increase in total Greenlane Brand sales of approximately $7.5 million. The significant growth rate was especially evident in the fourth quarter of 2020, wherein:\n\u2022Greenlane Brand sales reached a record $6.3 million for the fourth quarter of 2020, or approximately 17.5% of total net sales for the fourth quarter of 2020; when including Eyce product sales, Greenlane Brands reached a record $7.8 million, or approximately 21.4% of total net sales for the fourth quarter of 2020, and\n\u2022Vibes Rolling Papers, Marley Natural, K. Haring Glass Collection, and Aerospaced posted record quarterly sales figures with quarter-over-quarter growth of 53.6%, 68.3%, 73.1% and 24.5%, respectively.\nGiven the emphasis on increased international market penetration, including the marketing of Vibes Rolling Papers in Europe, our recent acquisition of Eyce LLC, and an increasingly diverse product mix including the introduction of new house brands and product lines in the coming years, we believe our brands have the ability to reach customers across multiple markets and demographics. Coupled with recent strategic business arrangements, such as the launch of Canada.Vapor.com and the expansion of Vibes Rolling papers, we expect the growth trend to continue over the coming years.\nWe have also restructured our commercial departments to allow us to have a more structured and focused approach as we prepare for category maturation. We have made significant investments into our management team by adding seasoned additions to the Sales, Marketing and E-Commerce departments at the Vice President level. Additionally, we have added a field sales department in both the United States and Canada. We feel that this approach will ensure a stronger relationship and insights with our growing brick and mortar account base, as well the ability to develop merchandising solutions and final consumer engagement.\nIn December 2019, a novel strain of coronavirus known as COVID-19 was reported in Wuhan, China. In March 2020, the World Health Organization declared the outbreak of COVID-19 a pandemic. Since the outbreak of COVID-19, we have closely monitored developments and operated with the health and safety of our employees as the Company's top priority. As of the current date listed on this filing, all of our retail locations are open (although they were closed for portions of 2020), and our B2B revenues have not seen any additional setbacks since the quart", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1743745_2020.htm (CIK: 1743745, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00503", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. Financial Statements and Supplementary Data.\nReport of Independent Registered Public Accounting Firm\nStockholders and Board of Directors\nBimini Capital Management, Inc.\nVero Beach, Florida\nOpinion on the Consolidated Financial Statements\nWe have audited the accompanying consolidated balance sheets of Bimini Capital Management, Inc. (the \u201cCompany\u201d) as of December 31, 2020 and 2019, the related consolidated statements of operations, stockholders\u2019 equity, and cash flows for each of the two years in the period ended December 31, 2020, and the related notes (collectively referred to as the \u201cconsolidated financial statements\u201d). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.\nBasis for Opinion\nThese consolidated financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (\u201cPCAOB\u201d) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company\u2019s internal control over financial reporting. Accordingly, we express no such opinion.\nOur audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.\nCritical Audit Matters\nThe critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating these critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.\nRealizability of Deferred Tax Assets\nAs described in Note 13 to the consolidated financial statements, the Company has recorded $66.6 million in gross deferred tax assets as of December 31, 2020 and recorded a valuation allowance of $32.0 million. Management applies significant judgment in assessing the projections of future taxable income in the determin", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1275477_2020.htm (CIK: 1275477, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00504", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data.\nIndex to the Consolidated Financial Statements\nPage\nLYONDELLBASELL INDUSTRIES N.V.\nManagement\u2019s Report on Internal Control Over Financial Reporting\nReport of Independent Registered Public Accounting Firm\nConsolidated Financial Statements:\nConsolidated Statements of Income\nConsolidated Statements of Comprehensive Income\nConsolidated Balance Sheets\nConsolidated Statements of Cash Flows\nConsolidated Statements of Shareholders\u2019 Equity\nNotes to the Consolidated Financial Statements\nMANAGEMENT\u2019S REPORT ON INTERNAL CONTROL\nOVER FINANCIAL REPORTING\nManagement of the Company, including the Chief Executive Officer and the Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Securities Exchange Act of 1934, as amended. Internal control over financial reporting is a process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit the preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.\nWe conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2020 based on the Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. Based on our evaluation, management has concluded that our internal control over financial reporting was effective as of December 31, 2020.\nThe effectiveness of our internal control over financial reporting as of December 31, 2020 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included herein.\nReport of Independent Registered Public Accounting Firm\nTo the Board of Directors and Shareholders of LyondellBasell Industries N.V.\nOpinions on the Financial Statements and Internal Control over Financial Reporting\nWe have audited the accompanying consolidated balance sheets of LyondellBasell Industries N.V. and its subsidiaries (the \u201cCompany\u201d) as of December 31, 2020 and 2019, and the related consolidated statements of income, of comprehensive income, of shareholders' equity and of cash flows for each of the three years in the period ended December 31, 2020, including the related notes (collectively referred to as the \u201cconsolidated financial statements\u201d). We also have audited the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).\nIn our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020 in conformity with accounting principles generally accepted in the United States of America. Also in our opini", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1489393_2020.htm (CIK: 1489393, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00505", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nReport of Independent Registered Public Accounting Firm\nTo the Shareholders and the Board of Directors of Elanco Animal Health Incorporated\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheets of Elanco Animal Health Incorporated (the Company) as of December 31, 2020 and 2019, the related consolidated and combined statements of operations, comprehensive income (loss), equity and cash flows for each of the three years in the period ended December 31, 2020, and the related notes (collectively referred to as the \u201cconsolidated and combined financial statements\u201d). In our opinion, the consolidated and combined financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with U.S. generally accepted accounting principles.\nWe also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company\u2019s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated March 1, 2021 expressed an unqualified opinion thereon.\nBasis for Opinion\nThese financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company\u2019s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\nCritical Audit Matters\nThe critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated and combined financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.\nSales rebates and discounts\nDescription of the matter\nAt December 31, 2020, the Company\u2019s US sales rebates and discounts liability totaled $153.6 million. As explained in Note 5 to the consolidated and combined financial statements, the Company estimates a sales rebates and discounts liability for direct customers and other indirect customers in the distribution chain under the terms of their arrangements using the expected value approach. The sales reba", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1739104_2020.htm (CIK: 1739104, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00506", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nQuantitative and Qualitative Disclosures About Market Risk are reported in \u201cOther Matters - Market Risk Sensitive Instruments and Positions\u201d in MDA.\nITEM 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 352541_2020.htm (CIK: 352541, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00507", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data.\nSet forth below is selected consolidated financial data for the Partnership, its subsidiaries, and its consolidated variable interest entities (\u201cVIEs\u201d) as of and for the years ended December 31, 2020 through 2016. Item 6 should be read in conjunction with Item 7, \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d of this Report and the Partnership\u2019s consolidated financial statements and notes filed in Item 8 of this Report.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1059142_2020.htm (CIK: 1059142, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00508", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nStatements in the following discussion and throughout this report that are not historical in nature are \u201cforward-looking statements.\u201d You can identify forward-looking statements by the use of words such as \u201cexpect,\u201d \u201canticipate,\u201d \u201cestimate,\u201d \u201cmay,\u201d \u201cwill,\u201d \u201cshould,\u201d \u201cintend,\u201d \u201cbelieve,\u201d and similar expressions. Although we believe the expectations reflected in these forward-looking statements are reasonable, such statements are inherently subject to risk and we can give no assurances that our expectations will prove to be correct. Actual results could differ from those described in this report because of numerous factors, many of which are beyond our control. These factors include, without limitation, those described under Item 1A \u201cRisk Factors.\u201d We undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this report or to reflect actual outcomes. Please see \u201cForward-Looking Statements\u201d at the beginning of this Form 10-K.\nThe following discussion of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the related notes thereto and other financial information appearing elsewhere in this Form 10-K. We undertake no obligation to update any forward-looking statements in the discussion of our financial condition and results of operations to reflect events or circumstances after the date of this report or to reflect actual outcomes\nWe are a biopharmaceutical company dedicated to acquiring, developing and commercializing pharmaceutical and biotechnology products and product candidates, which we do at the Fortress level, at our majority-owned and majority-controlled subsidiaries and joint ventures, and at entities we founded and in which we maintain significant minority ownership positions. Fortress has a talented and experienced business development team, comprising scientists, doctors and finance professionals, who identify and evaluate promising products and product candidates for potential acquisition by new or existing partner companies. Through our partner companies, we have executed arrangements with some of the world\u2019s foremost universities, research institutes and pharmaceutical companies, including City of Hope National Medical Center, Fred Hutchinson Cancer Research Center, St. Jude Children\u2019s Research Hospital, Dana-Farber Cancer Institute, Nationwide Children\u2019s Hospital, Cincinnati Children\u2019s Hospital Medical Center, Columbia University, the University of Pennsylvania, and AstraZeneca plc.\nFollowing the exclusive license or other acquisition of the intellectual property underpinning a product or product candidate, we leverage our business, scientific, regulatory, legal and finance expertise to help our partners achieve their goals. Our partner companies then assess a broad range of strategic arrangements to accelerate and provide additional funding to support research and development, including joint ventures, partnerships, out-licensings, and public and private financings; to date, three partner companies are publicly-traded, and two have consummated strategic partnerships with industry leaders Alexion Pharmaceuticals, Inc. and InvaGen Pharmaceuticals, Inc. (a subsidiary of Cipla Limited).\nRecent Events\nMarketed Dermatology Products\n\u25cfIn 2020, our marketed products generated net revenue of $44.5 million, compared to net revenue of $34.9 million in 2019.\n\u25cfWe currently have 42 sales representatives dedicated to the dermatology product portfolio.\n\u25cfOur dermatology products are marketed by our partner company, Journey Medical Corporation (\u201cJourney\u201d or \u201cJMC\u201d).\nLate Stage Product Candidates\nIntravenous (IV) Tramadol\n\u25cfOn November 12, 2018, Avenue entered into a Stock Purchase and Merger Agreement (the \u201cAvenue SPMA\u201d) with InvaGen Pharmaceuticals Inc. (\u201cInvaGen\u201d), Madison Pharmaceuticals Inc. (the \u201cMerger", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1429260_2020.htm (CIK: 1429260, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00509", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nThe information required in Part III, Item 11 is incorporated by reference to the registrant\u2019s definitive proxy statement for the 2021 Annual Meeting of Shareholders.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1174850_2020.htm (CIK: 1174850, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00510", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nFORWARD-LOOKING STATEMENTS\nThis Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act. We intend these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and are including this statement for purposes of complying with those safe harbor provisions. You can identify forward-looking statements by the use of forward-looking terminology such as \u201cbelieves,\u201d \u201cexpects,\u201d \u201cmay,\u201d \u201cwill,\u201d \u201cshould,\u201d \u201cseeks,\u201d \u201capproximately,\u201d \u201cintends,\u201d \u201cplans,\u201d \u201cestimates,\u201d \u201ccontemplates,\u201d \u201caims,\u201d \u201ccontinues,\u201d \u201cwould\u201d or \u201canticipates\u201d or the negative of these words and phrases or similar words or phrases. In particular, statements pertaining to our capital resources, portfolio performance, dividend policy and results of operations contain forward-looking statements. Likewise, all of our statements regarding anticipated growth in our portfolio from operations, acquisitions and anticipated market conditions, demographics and results of operations are forward-looking statements.\nForward-looking statements are subject to substantial risks and uncertainties, many of which are difficult to predict and are generally beyond our control, and you should not rely on them as predictions of future events. Forward-looking statements depend on assumptions, data or methods which may be incorrect or imprecise, and we may not be able to realize them. We do not guarantee that the transactions and events described will happen as described (or that they will happen at all).\nThe following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements: (i) economic, political and social impact of, and uncertainty relating to, the COVID-19 pandemic; (ii) resolution of legal proceedings involving the company; (iii) reduced demand for office or retail space, including as a result of the COVID-19 pandemic; (iv) changes in our business strategy; (v) changes in technology and market competition that affect utilization of our office, retail, broadcast or other facilities; (vi) changes in domestic or international tourism, including due to health crises such as the COVID-19 pandemic, geopolitical events and/or currency exchange rates, which may cause a decline in Observatory visitors; (vii) defaults on, early terminations of, or non-renewal of, leases by tenants; (viii) increases in the company\u2019s borrowing costs as a result of changes in interest rates and other factors, including the potential phasing out of LIBOR after 2021; (ix) declining real estate valuations and impairment charges; (x) termination or expiration of our ground leases; (xi) changes in our ability to pay down, refinance, restructure or extend our indebtedness as it becomes due and potential limitations on our ability to borrow additional funds in compliance with drawdown conditions and financial covenants; (xii) decreased rental rates or increased vacancy rates; (xiii) our failure to redevelop and reposition properties, or to execute any newly planned capital project successfully or on the anticipated timeline or at the anticipated costs; (xiv) difficulties in identifying properties to acquire and completing acquisitions; (xv) risks related to our development projects (including our Metro Tower development site) and capital projects, including the cost of construction delays and cost overruns; (xvi) impact of changes in governmental regulations, tax laws and rates and similar matters; (xvii) our failure to qualify as a REIT; and (xviii) environmental uncertainties and risks related to adverse weather conditions, rising sea levels and natural disasters. For a further discussion of these and other factors that could i", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1541401_2020.htm (CIK: 1541401, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00511", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data.\nPursuant to General Instruction G(2) to Form 10-K, the information required by this Item is incorporated herein by reference to the information under the caption \"Selected Consolidated Financial Data\" in the Company's 2020 Annual Report to Shareholders.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 893847_2020.htm (CIK: 893847, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00512", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk\nSee \u201cMarket Risk Disclosures\u201d contained in Item 7 \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\u201d\nManagement\u2019s Report on Internal Control Over Financial Reporting\nManagement of Berkshire Hathaway Inc. is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in the Securities Exchange Act of 1934 Rule 13a-15(f). Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of the Company\u2019s internal control over financial reporting as of December 31, 2020 as required by the Securities Exchange Act of 1934 Rule 13a-15(c). In making this assessment, we used the criteria set forth in the framework in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the framework in Internal Control-Integrated Framework (2013), our management concluded that our internal control over financial reporting was effective as of December 31, 2020.\nThe effectiveness of our internal control over financial reporting as of December 31, 2020 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report which appears on page K-67.\nBerkshire Hathaway Inc.\nFebruary 27, 2021\nK-66\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1067983_2020.htm (CIK: 1067983, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00513", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nReport of Independent Registered Public Accounting Firm\nTo the Shareholders and the Board of Directors of Theravance Biopharma, Inc.\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheets of Theravance Biopharma, Inc. (the \u201cCompany\u201d) as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive loss, shareholders\u2019 deficit, and cash flows for each of the three years in the period ended December 31, 2020, and the related notes (collectively referred to as the \u201cconsolidated financial statements\u201d). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with U.S. generally accepted accounting principles.\nWe also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (\u201cPCAOB\u201d), the Company\u2019s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) and our report dated February 26, 2021 expressed an unqualified opinion thereon.\nBasis for Opinion\nThese financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\nCritical Audit Matter\nThe critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.\nRevenue from collaborative and licensing arrangements\nDescription of the Matter\nThe Company recognized revenue from collaboration and licensing agreements of $71.9 million for the year ended December 31, 2020. As described in Note 1, collaboration payment structures may include many elements such as up-front fees, milestones, royalties, expense reimbursement, and/or profit sharing. Furthermore, collaborations may include the delivery of various goods or services to the collaborative partner such as licenses", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1583107_2020.htm (CIK: 1583107, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00514", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures about Market Risk.\nMarket Risk\nMarket risk is the risk of loss from adverse changes in market prices and rates. We believe the principal market risk to the Company is the interest rate risk inherent in our lending, investing, deposit taking and borrowing activities, due to the fact that interest-earning assets and interest-bearing liabilities do not re-price at the same rate, to the same extent, or on the same basis.\nAs part of our asset and liability management, we monitor and manage our interest rate risk through analyzing the re-pricing characteristics of our loans, securities, deposits, and borrowings on an on-going basis. The primary objective of our asset and liability management is to manage and minimize the adverse effects of changes in interest rates on our earnings, cash flows, values of our assets and liabilities, and ultimately the underlying market value of our equity, while structuring our asset-liability composition to seek to obtain the maximum spread in a safe and sound manner. Many factors affect the spread between interest earned on assets and interest paid on liabilities, including economic and financial conditions, movements in interest rates, consumer preferences and regulatory actions.\nManagement meets regularly to monitor the interest rate risk, the sensitivity of our assets and liabilities to interest rate changes, the book and fair values of assets and liabilities, our investment activities, and changes in the composition of our interest earning assets and interest bearing liabilities. Our strategy has been to seek to reduce the sensitivity of our earnings to interest rate fluctuations by more closely matching the effective maturities or repricing characteristics of our assets and liabilities. Certain assets and liabilities, however, may react in different degrees to changes in market interest rates. Further, interest rates on certain types of assets and liabilities may fluctuate prior to changes in market interest rates, while interest rates on other types may lag behind.\nWe use a net interest income simulation model as a method to help manage interest rate risk and estimate the extent of the differences in the behavior of the lending, investing, and funding rates to changing interest rates, so as to project future earnings or market values under alternative interest rate scenarios. The net interest income simulation model is designed to measure the volatility of net interest income and net portfolio value, defined as net present value of assets and liabilities, under immediate rising or falling interest rate scenarios in 25 basis points increments.\nWe establish a tolerance level in our policy for net interest income volatility of plus or minus 5% when the hypothetical rate change is plus or minus 200 basis points. When the net interest rate simulation projects that our tolerance level will be met or exceeded, we seek corrective action after considering, among other things, market conditions, customer reaction, and the estimated impact on profitability. At December 31, 2020, if interest rates were to increase instantaneously by 100 basis points, the simulation indicated that our net interest income over the next twelve months would increase by 3.66%, and if interest rates were to increase instantaneously by 200 basis points, the simulation indicated that our net interest income over the next twelve months would increase by 8.17%. Conversely, if interest rates were to decrease instantaneously by 100 basis points, the simulation indicated that our net interest income over the next twelve months would decrease by 0.16%, and if interest rates were to decrease instantaneously by 200 basis points, the simulation indicated that our net interest income over the next twelve months would decrease by 0.17%.\nOur simulation model also projects the net market value of our portfolio of assets and liabilities. We have established a tolerance level to value the net ma", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 861842_2020.htm (CIK: 861842, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00515", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data\nThe following table presents as of, and for the years ended, December 31, our selected financial data for each of the last five years. The selected financial data should be read in conjunction with Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations, Item 7, and with the Financial Statements and Supplementary Data, Item 8. The information below is historical in nature and is not necessarily indicative of future financial condition or results of operations.\n[a]2020 includes a $278 million non-cash impairment charge related to Brazos yard.\n[b]2017 includes a $5.9 billion non-cash reduction to income tax expense and $212 million non-cash reduction to operating expenses related to the Tax Cuts and Jobs Act enacted on December 22, 2017.\n[c]Includes fuel surcharge revenue of $967 million, $1.6 billion, $1.7 billion, $966 million, and $560 million for 2020, 2019, 2018, 2017, and 2016, respectively, which partially offsets increased operating expenses for fuel. (See further discussion in Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations, Item 7, of this report.)\n[d]Long-term obligations is determined as follows: total liabilities less current liabilities.\n[e]Operating ratio is defined as operating expenses divided by operating revenues.\n[f]Return on average common shareholders' equity is determined as follows: Net income divided by average common shareholders' equity.\n\u200e\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax expense. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00516", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A.\nQUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nOur exposure to market risk is limited primarily to interest income sensitivity, which is affected by changes in the general level of United States interest rates, particularly because a significant portion of our investments are in institutional money market funds. The primary objective of our investment activities is to preserve principal while at the same time maximizing the income received without significantly increasing risk. Due to the nature of our short-term investments, we believe that we are not subject to any material market risk exposure. We do not have any derivative financial instruments or foreign currency instruments.\nITEM 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 832489_2020.htm (CIK: 832489, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00517", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nSummary Compensation Table\nThe following table sets forth, for each of our last two completed fiscal years, the dollar value of all cash and noncash compensation earned by any person who was our principal executive officer and each of our three most highly compensated other executive officers or persons who were serving in such capacities during the preceding fiscal year (\u201cNamed Executive Officers\u201d):\n(1) Mr. Hawatmeh waived his compensation in 2019 and accrued, but has not yet received, the compensation in 2020.\n(2) The amount is the fair value of the option awards on the date of grant in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. See note 2 to our consolidated financial statements.\n(3) Includes $12,000 for car allowance for each of 2020 and 2019 and $5,417 and $26,535 for medical insurance premiums for 2020 and 2019.\n(4) Ms. Hollinger\u2019s compensation listed in this table is for her services as our controller.\n(5) Fees accrued as director compensation.\nEmployment Agreements-Change in Control\nWe engage Iehab Hawatmeh, our president and chief executive officer, through an employment agreement entered in August 2009 and amended in September 2017, with a salary in an amount and commencement date to be determined. In July 2017, Mr. Hawatmeh resigned all positions with us to pursue other business activities, thereby effectively terminating the agreement. However, in September 2017, we reinstated Mr. Hawatmeh to his previous positions and reinstated his employment agreement. Among other things, the reinstated employment agreement: (a) grants options to purchase a minimum of 6,000 shares of our stock each year, with an exercise price equal to the market price of our common stock as of the grant date, for the maximum term allowed under our stock option plan; (b) provides for health insurance coverage, cell phone, car allowance, life insurance, and director and officer liability insurance, as well as any other bonus approved by our board; (c) includes additional incentive compensation as follows: (i) a quarterly bonus equal to 5% of our earnings before interest, taxes, depreciation and amortization for the applicable quarter; (ii) bonuses equal to 1% of the net purchase price of any acquisitions we complete that are directly generated and arranged by Mr. Hawatmeh; and (iii) an annual bonus (payable quarterly) equal to 1% of our gross sales of all products, net of returns and allowances. All cash amounts payable to Mr. Hawatmeh in excess of an aggregate of $120,000 per year are accrued and will not be paid until the secured convertible debenture is paid or converted to common stock. Mr. Hawatmeh waived his compensation in 2019.\nPursuant to the employment agreement, Mr. Hawatmeh\u2019s employment may be terminated for cause, or upon death or disability, in which event we are required to pay him any unpaid base salary and unpaid earned bonuses. In the event that Mr. Hawatmeh is terminated without cause, we are required to pay to him: (i) within 30 days following such termination, any benefit, incentive, or equity plan, program, or practice paid when such would have been paid to him if employed (the \u201cAccrued Obligations\u201d); (ii) within 30 days following such termination (or on the earliest later date as may be required by Internal Revenue Code Section 409A to the extent applicable), a lump sum equal to 30 months\u2019 annual base salary; (iii) bonuses owing for the two-year period after the date of termination (net of any bonus amounts paid as Accrued Obligations) based on actual results for the applicable quarters and fiscal years; and (iv) within 12 months following such termination (or on the earliest later date as may be required by Internal Revenue Code Section 409A to the extent applicable), a lump sum equal to 30 months\u2019 annual base salary; provided that if Mr. Hawatmeh is terminated without cause in contemplation of, or within one year, after a change in cont", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 813716_2020.htm (CIK: 813716, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00518", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nAn investment in our securities involves a high degree of risk. You should consider carefully the risks described below, together with all of the other information included in this Annual Report, as well as in our other filings with the SEC, in evaluating our business. If any of the following risks actually occur, our business, financial condition, operating results and future prospects could be materially and adversely affected. In that case, the trading price of our common stock may decline and you might lose all or part of your investment. The risks described below are not the only ones we face. Additional risks that we currently do not know about or that we currently believe to be immaterial may also impair our business, financial condition, operating results and prospects. Certain statements below are forward-looking statements. For additional information, see the information included under the heading \u201cSpecial Note Regarding Forward-Looking Statements.\u201d\nRisks Relating to Our Financial Condition and Capital Requirements\nWe are an early stage molecular oncology diagnostics company with a history of net losses; we expect to incur net losses in the future, and we may never achieve sustained profitability.\nWe have historically incurred substantial net losses, including net losses of $25.1 million and $17.8 million for the years ended December 31, 2019 and 2020, respectively. While for the first time in our operating history we have generated net income in the fourth quarter of 2020 from our revenues from COVID-19 testing, it is expected that once the COVID-19 pandemic subsides, that we will continue to incur net losses and negative cash flows from operations for the foreseeable future. At December 31, 2020, our accumulated deficit was approximately $263.5 million. Before 2008, we were pursuing a business plan relating to fetal genetic disorders and other fields, all of which were unrelated to cancer diagnostics. The portion of our accumulated deficit that relates to the period from inception through December 31, 2007 is approximately $66.5 million.\nWe expect our losses to continue as a result of costs relating to our laboratory operations as well as increased sales and marketing costs and ongoing research and development expenses. These losses have had, and will continue to have, an adverse effect on our working capital, total assets and stockholders\u2019 equity. Because of the numerous risks and uncertainties associated with our commercialization efforts, we are unable to predict when we will become profitable, and we may never become profitable. Even if we do achieve profitability, we may not be able to sustain or increase profitability on a quarterly or annual basis. Our inability to achieve and then maintain profitability would negatively affect our business, financial condition, results of operations and cash flows.\nWe need to raise additional capital to continue as a going concern.\nWe expect to continue to incur losses for the foreseeable future and will have to raise additional capital to fund our planned operations and to meet our long-term business objectives. However, the COVID-19 testing revenue during 2020 and through the first quarter of 2021, has provided the Company with increased levels of cash inflows from operations, and it is expected to continue, albeit at lower and declining levels, throughout at least the next twelve months. Until we can generate significant cash from operations, including product and assay revenues, we expect to continue to fund our operations with the proceeds from offerings of our equity securities or debt, or transactions involving product development, technology licensing or collaboration. We can provide no assurances that any sources of a sufficient amount of financing will be available to us on favorable terms, if at all. General market conditions resulting from ongoing issues arising from the COVID-19 pandemic, as well as market conditions affecting companies in", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1044378_2020.htm (CIK: 1044378, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00519", "source": "edgar", "source_license": "public_domain", "text": "Item 7A.Quantitative and Qualitative Disclosures About Market Risk\nForeign Currency Exchange Risk. We receive payment for our services exclusively in United States dollars. As a result, our financial results are unlikely to be affected by factors such as changes in foreign currency, exchange rates or weak economic conditions in foreign markets.\nWe maintain research and development facilities in Prince Edward Island, Canada and Budapest, Hungary for which expenses are paid in the local currency. Accordingly, we do have currency risk resulting from fluctuations between such local currency and the United States Dollar. At the present time, we do not have any foreign currency exchange contracts to mitigate this risk. At December 31, 2020, a hypothetical 1% decline in the currency exchange rates between the U.S. dollar against the Canadian dollar and the Hungarian Forint would have resulted in an annual increase of approximately $27 thousand in operating expenses.\nInterest Rate Sensitivity: We pay interest on various types of debt instruments to our suppliers and lending institutions. The agreements entail either fixed or variable interest rates. Instruments which have fixed rates are mainly leases on radiology equipment. Variable rate interest obligations relate primarily to amounts borrowed under our outstanding credit facilities. Accordingly, our interest expense and consequently, our earnings, are affected by changes in short term interest rates. However due to our purchase of caps, described below, the effects of interest rate changes are limited.\nAt December 31, 2020, we had $611.0 million outstanding subject to an adjusted Eurodollar election on First Lien Term Loans. We can elect Eurodollar or Base Rate (Prime) interest rate options on amounts outstanding under the First Lien Term Loans. At December 31, 2020, our effective 6 month LIBOR was 1.00%. A hypothetical 1% increase in the adjusted Eurodollar rates under the First Lien Credit Agreement over the current Eurodollar rate would result in an increase of $6.1 million in annual interest expense and a corresponding decrease in income before taxes. At December 31, 2020, we had an additional $9.7 million in debt instruments tied to the prime rate. A hypothetical 1% increase in the prime rate would result in an annual increase in interest expense of approximately $0.1 million and a corresponding decrease in income before taxes. These amounts are determined by considering the impact of the hypothetical interest rates on the borrowing costs and swap agreements.\nAt December 31, 2020, we had $51.4 million outstanding subject to an adjusted Eurodollar election on the SunTrust Restated Credit Agreement. We can elect Eurodollar or Base Rate (Prime) interest rate options on amounts outstanding under the SunTrust Restated Credit Agreement. At December 31, 2020 our effective LIBOR rate plus applicable margin was 2.22%. A hypothetical 1% increase in the adjusted Eurodollar rates under the SunTrust Restated Credit Agreement would result in an increase of approximately $0.5 million in annual interest expense and a corresponding decrease in income before taxes.\nIn the second quarter of 2019, we entered into four forward interest rate agreements (\"2019 Swaps\"). The 2019 Swaps have total notional amounts of $500,000,000, consisting of two agreements of $50,000,000 each and two agreements of $200,000,000 each. The 2019 Swaps will secure a constant interest rate associated with portions of our variable rate bank debt and have an effective date of October 13, 2020. They will mature in October 2023 for the smaller notional and October 2025 for the larger notional. Under these arrangements, we arranged the 2019 Swaps with locked in 1 month LIBOR rates at 1.96% for the $100,000,000 notional and at 2.05% for the $400,000,000 notional. As of the effective date, we will be liable for premium payments if interest rates decline below arranged rates, but will receive interest payments if rates remain abo", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 790526_2020.htm (CIK: 790526, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00520", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nAn investment in our common stock involves a high degree of risk. There are risks, many beyond our control, that could cause our financial condition or results of operations to differ materially from management\u2019s expectations. Some of the risks that may affect us are described below. If any of the following risks, singly or together with one or more other factors, actually occur, our business, financial condition, results of operations and future prospects could be materially and adversely affected. These risks are not the only risks that we may face. Our business, financial condition, results of operations and future prospects could also be affected by additional risks that apply to all companies operating in the United States, as well as other risks that are not currently known to us or that we currently consider to be immaterial to our business, financial condition, results of operations and growth prospects. Further, some statements contained herein constitute forward-looking statements. See \u201cCautionary Note Regarding Forward-Looking Statements\u201d on page 4. The risks described below should also be considered together with the other information included in this Annual Report on Form 10-K, including the disclosures in \u201cItem 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d and our consolidated financial statements and the related notes included in \u201cItem 8. Financial Statements and Supplementary Data\u201d.\nRisk Factor Summary\nThe risks and uncertainties facing our company include, but are not limited to, the following:\nRisks Relating to our Business\n\u2022COVID-19 and the impact of actions to mitigate it may materially and adversely affect our business, financial condition and results of operations.\n\u2022We may not be able to adequately measure and limit our credit risk, which could lead to unexpected losses.\n\u2022Our allowance for credit losses on loans and leases may prove to be insufficient, which could have a material adverse effect on our financial condition and results of operations.\n\u2022Our business may be adversely affected by competition, changes in interest rates, and conditions in the financial markets and economic conditions generally, and in the states in which we operate in particular.\n\u2022Our private banking business could be negatively impacted by rapid volatility or a prolonged downturn in the securities markets.\n\u2022A downturn in the real estate market, especially in our primary markets, could result in losses and adversely affect our profitability.\n\u2022Our lending limit may restrict our growth and prevent us from effectively implementing our business strategy.\n\u2022We rely heavily on our executive management team and other key employees, and the loss of the services of any of these individuals could adversely impact our business and reputation.\n\u2022Our business has grown rapidly, and we may not be able to maintain our historical rate of growth, including by way of strategic investments or acquisitions.\n\u2022Liquidity risk could impair our ability to fund operations and meet our obligations as they become due.\n\u2022We may need to raise additional capital in the future, and if we fail to maintain sufficient capital, we may not be able to maintain regulatory compliance.\n\u2022Any future reductions in our credit ratings may increase our funding costs or impair our ability to effectively compete for business.\n\u2022The intention of the United Kingdom\u2019s Financial Conduct Authority, or FCA, to cease support of LIBOR after June 30, 2023 could negatively affect the fair value of our financial assets and liabilities, results of operations and net worth. A transition to an alternative reference interest rate could present operational problems and result in market disruption, including inconsistent approaches for different financial products, as well as disagreements with counterparties.\n\u2022Our ability to maintain our reputation is critical to the success of our business.\n\u2022Our financial results depend on managemen", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1380846_2020.htm (CIK: 1380846, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00521", "source": "edgar", "source_license": "public_domain", "text": "Item 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nThe following financial statements are included herewith and are hereby incorporated by reference:\nIndex to Consolidated Financial Statements\nItem 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1038277_2020.htm (CIK: 1038277, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00522", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF\nFINANCIAL CONDITION AND RESULTS OF OPERATIONS\nThe following discussion includes comments and analysis relating to our results of operations and financial condition as of September 27, 2020 and for 2019 and 2018. This discussion should be read in conjunction with the Consolidated Financial Statements and related Notes thereto, included herein.\nNON-GAAP FINANCIAL MEASURES\nWe use non-GAAP financial performance measures to supplement the financial information presented on a GAAP basis. These non-GAAP financial measures should not be considered in isolation or as a substitute for the relevant GAAP measures and should be read in conjunction with information presented on a GAAP basis.\nIn this report, we present Adjusted EBITDA, cash costs and margin, which are non-GAAP financial performance measures that exclude from our reported GAAP results the impact of certain items consisting primarily of restructuring charges and non-cash charges. We believe such expenses, charges, and gains are not indicative of normal, ongoing operations, and their inclusion in results makes for more difficult comparisons between years and with peer group companies. In the future, however, we are likely to incur expenses, charges, and gains similar to the items for which the applicable GAAP financial measures have been adjusted and to report non-GAAP financial measures excluding such items. Accordingly, exclusion of those or similar items in our non-GAAP presentations should not be interpreted as implying the items are non-recurring, infrequent, or unusual.\nWe define our non-GAAP measures, which may not be comparable to similarly titled measures reported by other companies, as follows:\nAdjusted EBITDA is a non-GAAP financial performance measure that enhances financial statement users overall understanding of the operating performance of the Company. The measure isolates unusual, infrequent or non-cash transactions from the operating performance of the business. This allows users to easily compare operating performance among various fiscal periods and how management measures the performance of the business. This measure also provides users with a benchmark that can be used when forecasting future operating performance of the Company that excludes unusual, nonrecurring or one time transactions. Adjusted EBITDA is also a component of the calculation used by stockholders and analysts to determine the value of our business when using the market approach, which applies a market multiple to financial metrics. It is also a measure used to calculate the leverage ratio of the Company, which is a key financial ratio monitored and used by the Company and its investors. Adjusted EBITDA is defined as net income (loss), plus non-operating expenses, income tax expense (benefit), depreciation and amortization, assets loss (gain) on sales, impairments and other, restructuring costs and other, stock compensation and our 50% share of EBITDA from TNI and MNI, minus equity in earnings of TNI and MNI and curtailment gains.\nCash Costs represent a non-GAAP financial performance measure of operating expenses which are measured on an accrual basis and settled in cash. This measure is useful to investors in understanding the components of the Company\u2019s cash-settled operating costs. Cash Costs can be used by financial statement users to assess the Company's ability to manage and control its operating structure. Cash Costs are defined as compensation, newsprint and ink and other operating expenses. Depreciation and amortization, assets loss (gain) on sales, impairments and other, other non-cash operating expenses and other expenses are excluded. Cash Costs also exclude restructuring costs and other, which are typically settled in cash.\nTotal Operating Revenue Less Cash Costs, or \u201cmargin\u201d, represents a non-GAAP financial performance measure of revenue less total cash costs, also a non-GAAP financial measure. This measure is useful to investor", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax expense. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00523", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11 - EXECUTIVE COMPENSATION\nThe information required by this Item 11 of Annual Report on Form 10-K is incorporated by reference herein to our Proxy Statement for the 2021 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the year ended December 31, 2020.\nITEM 12", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1664703_2020.htm (CIK: 1664703, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00524", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data\nSelected Consolidated Financial and Other Data\n_______________________________________________________\n(1) See Note 18 of the Notes to Consolidated Financial Statements included in this annual report on Form 10-K for more information on our discontinued operations.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 108385_2020.htm (CIK: 108385, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00525", "source": "edgar", "source_license": "public_domain", "text": "Item 1A.\nRisk Factors\nSet forth below are certain important risks and uncertainties that could adversely affect our results of operations, financial condition or cash flows and cause our actual results to differ materially from those expressed in forward-looking statements made by us. Although we believe that we have identified and discussed below the key risk factors affecting our business, there may be additional risks and uncertainties that are not presently known or that are not currently believed to be significant that may adversely affect our results of operations, financial condition or cash flows. Before making an investment decision, you should carefully consider the risks and uncertainties described below together with all of the other information included or incorporated by reference in this Annual Report. If we are not successful in managing these risks and uncertainties, they could have a negative impact on our results of operations, financial condition and cash flows.\nRisks Related to Our Business and Our Substantial Indebtedness\nA downturn in general economic conditions or consumer spending could adversely affect our business.\nConsumer spending habits, including spending for the merchandise that we sell, are affected by, among other things, prevailing global economic conditions, inflation, levels of employment, salaries and wage rates, prevailing interest rates, housing costs, energy costs, commodities pricing, income tax rates and policies, consumer confidence and consumer perception of economic conditions. In addition, consumer purchasing patterns may be influenced by consumers\u2019 disposable income, credit availability and debt levels. Slowdown in the U.S. economy, an uncertain global economic outlook or a credit crisis could adversely affect consumer spending habits, resulting in lower net sales and profits than expected on a quarterly or annual basis. Consumer confidence is also affected by the domestic and international political situation. Our financial condition and operations could be impacted by changes in government regulations in areas, including taxes and healthcare. The outbreak or escalation of war, or the occurrence of terrorist acts or other hostilities in or affecting the U.S. could lead to a decrease in spending by consumers. In addition, natural disasters, industrial accidents, acts of war, and public health issues such as pandemics or epidemics could have the effect of disrupting supplies and raising prices globally which, in turn, may have adverse effects on the world and U.S. economies and lead to a downturn in consumer confidence and spending.\nConcerns are rapidly growing about the outbreak of a novel strain of coronavirus (COVID-19) that was first reported in China in December 2019. Since then, the virus has spread to over 100 countries, including the U.S. The number of people ill with or dying of a viral pneumonia caused by the virus is rising rapidly, despite quarantines of millions of people and other measures to try to stop it or slow its spread. As the pandemic continues to grow, consumer fear about becoming ill with the virus and recommendations and/or mandates from federal, state and local authorities to avoid large gatherings of people or self-quarantine may continue to increase, which may adversely affect traffic to our stores. Any significant reduction in customer visits to, and spending at, our stores caused by COVID-19 would result in a loss of sales and profits and other material adverse effects. The extent of the impact of COVID-19 on our business and financial results will depend largely on future developments, including the duration and spread of the outbreak within the U.S. and the related impact on consumer confidence and spending, all of which are highly uncertain and cannot be predicted.\nWe face increased competition from other retailers that could adversely affect our business.\nThe retail sector is highly competitive, and retailers are constantly adjusting their busines", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax rate, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00526", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk\nWe are exposed to changes in market interest rates and these changes in rates will impact our net interest expense and our cash flow from operations. Substantially all our borrowings carry variable interest rates. An increase in interest rates could have a material impact on our cash flow. In November 2018, the Company entered into three forward starting interest rate swaps, which became effective on February 13, 2019 and continue until February 13, 2022. The Company fixed the LIBOR component of $1.2 billion of its floating rate debt at a rate of approximately 3.0%. As of February 1, 2020, a 100-basis point increase in assumed interest rates for our variable interest credit facilities would have had an annual impact of approximately $6 million on interest expense. A 100 basis point decrease in interest rates on our variable interest rate debt outstanding as of February 1, 2020, would result in a net decrease in the fair value of our interest rate swaps of approximately $21 million.\nIn July 2017, FCA announced it intends to stop compelling banks to submit rates for the calculation of LIBOR after 2021. As a result, the Federal Reserve Board and the Federal Reserve Bank of New York organized the Alternative Reference Rates Committee which identified the SOFR as its preferred alternative to USD-LIBOR. The Company is not able to predict when LIBOR will cease to be published or precisely how SOFR will be calculated and published. Any changes adopted by the FCA or other governing bodies in the method used for determining LIBOR may result in a sudden or prolonged increase or decrease in reported LIBOR. If that were to occur, our interest payments could change. In addition, uncertainty about the extent and manner of future changes may result in interest rates and/or payments that are higher or lower than if LIBOR were to remain available in its current form.\nThe Company has contracts that are indexed to LIBOR and is monitoring and evaluating the related risks, which include interest amounts on the ABL Facility and First Lien Term Loan and the interest rate swaps. In the event that LIBOR is discontinued, the interest rates will be based on a fallback reference rate specified in the applicable documentation governing such debt or swaps or as otherwise agreed upon. Such an event would not affect the Company\u2019s ability to borrow or maintain already outstanding borrowings or swaps, but the alternative reference rate could be higher and more volatile than LIBOR.\nCertain risks arise in connection with transitioning contracts to an alternative reference rate, including any resulting value transfer that may occur. The value of loans, securities, or derivative instruments tied to LIBOR could also be impacted if LIBOR is limited or discontinued. For some instruments, the method of transitioning to an alternative rate may be challenging, as they may require substantial negotiation with each respective counterparty.\nIf a contract is not transitioned to an alternative reference rate and LIBOR is discontinued, the impact is likely to vary by contract. If LIBOR is discontinued or if the method of calculating LIBOR changes from its current form, interest rates on our current or future indebtedness may be adversely affected.\nWhile we expect LIBOR to be available in substantially its current form until the end of 2021, it is possible that LIBOR will become unavailable prior to that point. This could result, for example, if sufficient banks decline to make submissions to the LIBOR administrator. In that case, the risks associated with the transition to an alternative reference rate will be accelerated and magnified.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1531152_2020.htm (CIK: 1531152, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00527", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nOverview\nEquus is a BDC that provides financing solutions for privately held middle market and small capitalization companies. We began operations in 1983 and have been a publicly traded closed-end fund since 1991. Our investment objective is to seek the highest total return, consisting of capital appreciation and current income. Consistent with our announced intention to transform Equus into an operating company or a permanent capital vehicle, on January 20, 2021, our shareholders authorized our Board to withdraw our BDC election at any time before August 31, 2021. Nevertheless, we will not withdraw this election unless and until we have entered into a definitive agreement to convert Equus into an operating company or a permanent capital vehicle. Further, we will require a subsequent affirmative vote from holders of a majority of our outstanding voting shares to enter into any such definitive agreement or change the nature of our business. See Significant Developments - Authorization to Withdraw BDC Election above.\nAs a BDC, we are required to comply with certain regulatory requirements. For instance, we generally have to invest at least 70% of the Fund\u2019s total assets in \u201cqualifying assets,\u201d including securities of private U.S. companies, certain public U.S. companies with a total market capitalization not in excess of $250 million, cash, cash equivalents, U.S. government securities and short-term high-quality debt investments. Equus is a RIC under Subchapter M of the Code. To qualify as a RIC, we must meet certain source of income and asset diversification requirements. If we comply with the provisions of Subchapter M, the Fund generally does not have to pay corporate-level income taxes on any income that is distributed to our stockholders.\nInvestment Income. We generate investment income from interest payable on the debt securities that the Fund holds, dividends received on equity interests in our portfolio companies and capital gains, if any, realized upon sales of equity and, to a lesser extent, debt securities in the investment portfolio. Our equity investments may include shares of common and preferred stock, membership interests in limited liability companies and warrants to purchase additional equity interests. These equity securities may or may not pay dividends, and the exercise prices of warrants that we acquire in connection with debt investments, if any, vary by investment. Our debt investments in portfolio companies may be in the form of senior or subordinated loans and may be unsecured or have a first or second lien on some or all of the assets of the borrower. Our loans typically have a term of three to seven years and bear interest at fixed or floating rates. Interest on these debt securities is generally payable either quarterly or semiannually. Some promissory notes held by the Fund provide that a portfolio company may elect to pay interest in cash or provide that discount interest may accrete in the form of original issue discount or payment-in-kind (PIK) over the life of the notes by adding unpaid interest amounts to the principal balance. Amortization of principal on our debt investments is generally deferred for several years from the date of initial investment. The principal amount of these debt securities and any accrued but unpaid interest generally will become due at maturity. We also earn interest income at market rates on investments in short-term marketable securities. From time to time, we generate income in the form of commitment, origination, structuring, and extension fees in connection with our investments. We recognize all such fees when earned.\nExpenses. Currently, our primary operating expenses include director fees and expenses, professional fees, compensation expense, and general and administrative fees. During 2020, 2019 and 2018, we did not incur any non-recurring expenses.\nNon-Operating Subs", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00528", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk\nAs a \u201csmaller reporting company\u201d as defined by Item 10 of Regulation S-K, we are not required to provide this information.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1549595_2020.htm (CIK: 1549595, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00529", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk\nWe are exposed to certain global market risks, including foreign currency exchange risk and interest rate risk associated with our debt.\nForeign Currency Risk\nAs a result of our substantial international operations, we are exposed to foreign currency risks that arise from our normal business operations, including in connection with our transactions that are denominated in foreign currencies. In addition, we translate sales and financial results denominated in foreign currencies into United States dollars for purposes of our consolidated financial statements. As a result, appreciation of the United States dollar against these foreign currencies generally will have a negative impact on our reported revenue and operating income while depreciation of the United States dollar against these foreign currencies will generally have a positive effect on reported revenue and operating income.\nTo date, we have not entered into any foreign currency hedging contracts, since exchange rate fluctuations have not had a material impact on our operating results and cash flows. Based on our current international operations, we do not plan on engaging in hedging activities in the near future.\nMarket Risk and Interest Rate Risk\nIn June 2019, we issued $230.0 million aggregate principal amount of 0.250% Convertible Notes. Our Convertible Notes have fixed annual interest rates at 0.250% and, therefore, we do not have interest rate exposure on our Convertible Notes. However, the value of the Convertible Notes is exposed to interest rate risk. Generally, the fair market value of our fixed interest rate Convertible Notes will increase as interest rates fall and decrease as interest rates rise. In addition, the fair values of the Convertible Notes are affected by our stock price. The fair value of the Convertible Notes will generally increase as our Class A common stock price increases in value and will generally decrease as our Class A common stock price declines in value. Additionally, we carry the Convertible Notes at face value less unamortized discount and issuance costs on our balance sheet, and we present the fair value for required disclosure purposes only.\nAs of December 31, 2020 and 2019, we had cash, cash equivalents and restricted cash of $241.5 million and $223.5 million, respectively, consisting primarily of bank deposits and money market funds. As of December 31, 2020, we had $30.0 million of borrowings outstanding under our 2019 Amended Credit Agreement. Such interest-bearing instruments carry a degree of interest rate risk; however, historical fluctuations of interest expense have not been significant.\nInterest rate risk relates to the gain/increase or loss/decrease we could incur on our debt balances and interest expense associated with changes in interest rates. Changes in interest rates would impact the amount of interest income we realize on our invested cash balances. It is our policy not to enter into derivative instruments for speculative purposes, and therefore, we hold no derivative instruments for trading purposes.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1701732_2020.htm (CIK: 1701732, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00530", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures about Market Risk\nWe are exposed to market risks in the ordinary course of our business, including interest rate, foreign currency exchange and inflation risks.\nInterest Rate Risk\nAt December 31, 2020, we had $178.2 million of cash and cash equivalents, which consisted of cash deposits, money market funds and commercial paper. We also had $113.6 million of short-term investments, which consisted of commercial paper, U.S. treasury and agency securities and corporate bonds. Our investments are carried at their fair market values with cumulative unrealized gains or losses recorded as a component of accumulated other comprehensive income within stockholders' equity. The primary objectives of our investment activities are the preservation of capital, the fulfillment of liquidity needs and the fiduciary control of cash and investments. We do not enter into investments for trading or speculative purposes. Interest-earning instruments carry a degree of interest rate risk; however, a hypothetical 10% change in interest rates during any of the periods presented would not have had a material impact on our financial statements.\nWe have not had any borrowings under our $45.0 million 2020 Credit Facility since it was established in July 2020. Any borrowings under the 2020 Credit Facility would bear interest at a variable rate. We do not have any other long-term debt or financial liabilities with floating interest rates that would subject us to interest rate fluctuations.\nForeign Currency Exchange Risk\nSubstantially all of our sales contracts are denominated in U.S. dollars, with a limited number of contracts denominated in foreign currencies, including foreign denominated leases. A portion of our operating expenses are incurred outside the United States, denominated in foreign currencies and subject to fluctuations due to changes in foreign currency exchange rates, particularly changes in the Euro, British Pound, Australian dollar and Israeli New Shekel. Additionally, fluctuations in foreign currency exchange rates may cause us to recognize remeasurement and transaction gains (losses) in our consolidated statements of operations. As the impact of foreign currency exchange rates has not been material to our historical operating results, we have not entered into derivative or hedging transactions, but we may do so in the future if our exposure to foreign currency becomes more significant.\nInflation Risk\nWe do not believe that inflation has had a material effect on our business, results of operations, or financial condition. Nonetheless, if our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs. Our inability or failure to do so could harm our business, results of operations, or financial condition.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1660280_2020.htm (CIK: 1660280, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00531", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6.SELECTED FINANCIAL DATA\nThe following tables set forth, on a historical basis, selected financial and operating data. The financial information has been derived from our consolidated balance sheets and statements of operations. You should read the following summary selected financial data in conjunction with \u201cItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1509570_2020.htm (CIK: 1509570, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00532", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.\nThe following discussion and analysis should be read together with the sections entitled \u201cRisk Factors,\u201d \u201cSelected Financial Data,\u201d and the financial statements and the accompanying notes included elsewhere in this Form 10-K. In addition, the statements in this discussion and analysis regarding industry outlook, our expectations regarding the performance of our business, anticipated financial results, liquidity and the other non-historical statements are forward-looking statements. These forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to, the risks and uncertainties described in \u201cCautionary Note Regarding Forward-Looking Statements\u201d and in \u201cRisk Factors\u201d above. Our actual results may differ materially from those contained in or implied by any forward-looking statements.\nThis section generally discusses 2020 and 2019 items and year-to-year comparisons between 2020 and 2019. Discussions of 2018 items and year-to-year comparisons between 2019 and 2018 are not included in this Annual Report on Form 10-K and can be found in Item 7 of the Company\u2019s Annual Report on Form 10-K for the year ended June 30, 2019, which was filed with the SEC on September 13, 2019.\nKey Performance Measures\nFrom time to time we use certain key performance measures in evaluating our business and results of operations and we may refer to one or more of these key performance measures in this \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\u201d These key performance measures include:\n\u2022\nUnit sales volume - We define unit sales volume as the number of our boats sold to our dealers during a period.\n\u2022\nNet sales per unit - We define net sales per unit as net sales divided by unit sales volume.\n\u2022\nGross margin- We define gross margin as gross profit divided by net sales, expressed as a percentage.\n\u2022\nAdjusted EBITDA - We define Adjusted EBITDA as earnings before interest expense, income taxes, depreciation, and amortization (\u201cEBITDA\u201d), as further adjusted to eliminate certain non-cash charges and unusual items that we do not consider to be indicative of our core/ongoing operations. For a reconciliation of Adjusted EBITDA to net income, see \u201cNon-GAAP Measures\u201d below.\n\u2022\nAdjusted EBITDA margin- We define Adjusted EBITDA margin as Adjusted EBITDA divided by net sales, expressed as a percentage.\n\u2022\nAdjusted Net Income - We define Adjusted Net Income as net income adjusted to eliminate certain non-cash charges and other items that we do not consider to be indicative of our core/ongoing operations and adjusted for the impact to income tax expense (benefit) related to non-GAAP adjustments. For a reconciliation of Adjusted Net Income, see \u201cNon-GAAP Measures\u201d below.\nCOVID-19 Pandemic\nThe outbreak of a novel coronavirus throughout the world, including the United States, during early calendar year 2020 caused widespread business and economic disruption through mandated and voluntary business closings and restrictions on the movement and activities of people (\u201cCOVID-19 Pandemic\u201d). We are subject to risks and uncertainties as a result of the COVID-19 Pandemic. The extent of the impact of the COVID-19 Pandemic on our business is highly uncertain and difficult to predict, as the response to the COVID-19 Pandemic is still evolving in many countries, including the United States and other markets where we operate. Capital markets and economies worldwide have been negatively impacted by the COVID-19 Pandemic, and it has caused economic downturns or recessions in the United States and other markets where we operate. Policymakers around the world continue to respond with fiscal and monetary policy actions to support the economy. The magnitude and overall effectiveness of these actions remains uncertain.\nImpact to Operations\nTo balance wholesale production with the then anticipated impacts to retail demand ca", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax expense. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00533", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION.\nExecutive Compensation\nThe following table sets forth information concerning the annual compensation awarded to, earned by, or paid to the following named executive officers for all services rendered in all capacities to us for the years ended December 31, 2020 and 2019. The amounts set forth for Mr. Eisenberg and Mr. Danenberg were originally denominated in NIS and were translated into U.S. Dollars at the average current exchange rate for each year.\n(1) Amounts shown represent consulting fees earned or paid during the fiscal year.\n(2) Reflects the aggregate grant date fair value of option awards granted during the relevant fiscal year calculated in accordance with Financial Accounting Standards Board (\u201cFASB\u201d) ASC Topic 718.\n(3) Amount represents car allowance.\n(4) Mr. Eisenberg was appointed as our Acting Chief Executive Officer and Chief Financial Officer on November 16, 2017 in connection with the 2017 Merger. He served as the Acting Chief Executive Officer and Chief Financial Officer of Wize Israel since 2015. Mr. Eisenberg resigned from his position as the Acting Chief Executive Officer in April 2019.\n(5) Mr. Danenberg was appointed as our Chief Executive Officer in April 2019. He served as our Chairman and director since November 7, 2018 until April 23, 2019. Mr. Danenberg resigned from his position as our Chief Operating Officer, Chairman and Strategic Advisor in November 2018. The services of Mr. Danenberg were provided via N. Danenberg Holdings (2000) Ltd. (\u201cDanenberg Holdings\u201d), a services company wholly owned by Mr. Danenberg, pursuant to the terms of the services agreement by and between Wize Israel and Danenberg Holdings.\nExecutive Employment Agreements\nExcept as set forth below, we have not entered into any employment agreements with the named executive officers listed in the table above.\nEmployment Agreement with Or Eisenberg\nMr. Eisenberg has served as Wize Israel\u2019s Chief Financial Officer and Acting Chief Executive Officer since March 2015 and as our Financial Officer since the 2017 Merger. Mr. Eisenberg\u2019s employment agreement is with Wize Israel. On August 21, 2018, Wize Israel entered into a restated employment agreement with Mr. Eisenberg, which provides for an initial term of three years, subject to automatic one year renewals thereafter unless the agreement is terminated in accordance with its terms. Mr. Eisenberg is entitled to receive an annual base salary of 480,000 NIS ($147,014), subject to adjustment by the Board of Directors of Wize Israel. The salary shall be increased by 10% upon each of the listing of the Company\u2019s securities on a national exchange and the completion of the Phase IV study randomized, double-masked study of LO2A versus Alcon\u2019s Systane\u00ae Ultra UD. The salary shall also be increased by NIS 10,000 upon each final closing of a financing of the Company or Wize Israel during the course of Mr. Eisenberg\u2019s employment in which the Company receives net proceeds of $4,000,000. Mr. Eisenberg\u2019s salary was so increased following consummation of the Company\u2019s October 2018 private placement and the Series B Purchase Agreement. He is also eligible to receive a transaction bonus in connection with certain material transactions, subject to the Company\u2019s clawback rights, as outlined in the employment agreement. In addition, he is eligible to participate in all health insurance and benefit plans offered by the Company to its executives and is entitled to the reimbursement of business expenses and a vehicle allowance.\nIn the event Mr. Eisenberg\u2019s employment is terminated by Wize Israel other than for Cause or if he resigns for Good Reason (as such terms are defined in his employment agreement), he will be entitled to receive severance benefits under Israeli law as well as his salary for the remainder of the term of the agreement. In the event Mr. Eisenberg is terminated for Cause, he will be not entitled to receive any payments other than such amounts owing and outstand", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1218683_2020.htm (CIK: 1218683, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00534", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\nThe following selected financial data should be read in conjunction with \u201cItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1022408_2020.htm (CIK: 1022408, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00535", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nThere are inherent risks and uncertainties associated with our business that could adversely affect our operating performance and financial condition. Set forth below are descriptions of those risks and uncertainties that we believe to be material, but the risks and uncertainties described are not the only risks and uncertainties that could affect our business. Reference should be made to \"Forward-Looking Statements\" above, \"Management's Discussion and Analysis of Financial Condition and Results of Operations\" in Item 7 and our consolidated financial statements and related notes in Item 8 below.\nIndustry and Segment Risks\nThe cyclical nature of the industries in which our customers operate causes demand for our products to be cyclical, creating uncertainty regarding future profitability.\nVarious changes in general economic conditions affect the industries in which our customers operate. These changes include decreases in the rate of consumption or use of our customers\u2019 products due to economic downturns. Other factors causing fluctuation in our customers\u2019 positions are changes in market demand, capital spending, tariff induced price changes, lower overall pricing due to domestic and international overcapacity, lower priced imports, currency fluctuations, and increases in\nuse or decreases in prices of substitute materials. As a result of these factors, our profitability has been and may in the future be subject to significant fluctuation.\nDomestic competition could force lower product pricing and may have an adverse effect on our revenues and profitability.\nFrom time-to-time, intense competition and excess manufacturing capacity in the commodity stainless and galvanized steel industry have resulted in reduced selling prices, excluding raw material surcharges, for many of our stainless steel products sold by the Metals Segment. In order to maintain market share, we would have to lower our prices to match the competition. These factors have had and may continue to have an adverse impact on our revenues, operating results and financial condition, and may continue to do so in the future.\nOil prices are extremely volatile. A substantial or extended decline in the price of oil could adversely affect our financial condition and results of operations.\nPrices for oil can fluctuate widely. Revenues from our Palmer and Specialty (Houston, Texas) units are highly dependent on our customers adding oil well drilling and pumping locations. Should oil prices decline such that drilling becomes unprofitable for our customers, such customers will likely cap many of their current wells and cease or curtail expansion. This will decrease the demand for our tanks and pipe and tube and adversely affect the results of our operations.\nSignificant changes in nickel prices could have an impact on the sales of the Metals Segment.\nNickel prices are currently at a relatively low level, which reduces our manufacturing costs for certain products. When nickel prices increase, many of our customers increase their orders in an attempt to avoid future price increases, resulting in increased sales for the Metals Segment. Conversely, when nickel prices decrease, many of our customers wait to place orders in an attempt to take advantage of subsequent price decreases, resulting in reduced sales for the Metals Segment. On average, the Metals Segment turns its inventory of commodity pipe every four months, but the nickel surcharge on sales of commodity pipe is established on a monthly basis. The difference, if any, between the price of nickel on the date of purchase of the raw material and the price, as established by the surcharge, on the date of sale has the potential to create an inventory price change gain or loss. If the price of nickel steadily increases over time, the Metals Segment is the beneficiary of the increase in nickel price in the form of metal price change gains. We will incur inventory price losses in the future if nickel prices d", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 95953_2020.htm (CIK: 95953, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00536", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data.\nBENITEC BIOPHARMA INC.\nINDEX TO CONSOLIDATED FINANCIAL STATEMENTS\nReport of Independent Registered Public Accounting Firm - Squar Milner LLP\nReport of Independent Registered Public Accounting Firm - Grant Thornton Audit Pty Ltd\nConsolidated Balance Sheets\nConsolidated Statements of Operations and Comprehensive Income (Loss)\nConsolidated Statements of Stockholders\u2019 Equity\nConsolidated Statements of Cash Flows\nNotes to Consolidated Financial Statements\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nTo the Stockholders and the Board of Directors of Benitec Biopharma Inc.\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheet of Benitec Biopharma Inc. and its subsidiaries (the \u201cCompany\u201d) as of June 30, 2020, the related consolidated statements of operations and other comprehensive income (loss), stockholders\u2019 equity and cash flows for the year then ended, and the related notes to the consolidated financial statements (collectively, the \u201cfinancial statements\u201d). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2020, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.\nBasis for Opinion\nThese financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (\u201cPCAOB\u201d) and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company\u2019s internal control over financial reporting. Accordingly, we express no such opinion.\nOur audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.\n/s/ SQUAR MILNER LLP\nWe have served as the Company\u2019s auditor since 2020.\nCampbell, California\nSeptember 23,\nReport of independent registered public accounting firm\nBoard of Directors and Shareholders\nBenitec Biopharma Limited\nOpinion on the financial statements\nWe have audited the accompanying consolidated balance sheets of Benitec Biopharma Limited and subsidiaries (the \u201cCompany\u201d) as of June 30, 2019, the related consolidated statement of comprehensive income, changes in shareholders\u2019 equity, and cash flow for the year ended June 30, 2019, and the related notes (collectively referred to as the \u201cfinancial statements\u201d). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2019, and the results of its operations and its cash flow fo", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1808898_2020.htm (CIK: 1808898, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00537", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nSee the Index to Consolidated Financial Statements on page 52.\nItem 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1166126_2020.htm (CIK: 1166126, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00538", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations\nOverview\nAlthough the Company has initiated efforts to expand its geographic footprint into the East Bay area of San Francisco and Napa, California (see \u201cItem 1. Business - Service Area\u201d), the Company\u2019s primary service area remains the mid Central Valley of California, a region that can be significantly impacted by the seasonal needs of the agricultural industry. Accordingly, discussion of the Company\u2019s Financial Condition and Results of Operations is influenced by the seasonal banking needs of its agricultural customers (e.g., during the spring and summer customers draw down their deposit balances and increase loan borrowing to fund the purchase of equipment and planting of crops. Correspondingly, deposit balances are replenished and loans repaid in late fall and winter as crops are harvested and sold).\nThe Five-Year Period: 2016 through 2020\nBy early 2020 the Company\u2019s primary service area had significantly recovered from the recession that began in late 2007. Then, late in the first quarter of 2020 the COVID-19 pandemic began, an event that would impact economies everywhere. Importantly, agriculture has been designated as an \u201cessential\u201d industry during the pandemic, helping to mitigate economic stress in the Company\u2019s primary service area.\nDespite this challenging economic environment, in management\u2019s opinion, the Company\u2019s operating performance over the past five years has been exceptionally strong.\nWe used certain non-GAAP financial measures to provide supplemental information regarding our performance in 2017. Income Tax Expense for the year ended 2017 included a one-time, non-cash $6.3 million charge related to the re-measurement of the Company\u2019s Deferred Tax Asset (\u201cDTA\u201d) as a result of the passage of the Tax Cuts and Jobs Act in 2017. We believed that presenting Adjusted Net Income, excluding the impact of the DTA re-measurement charge, provides additional clarity to the users of financial statements regarding core financial performance and allows for a better year-over-year comparison of trends in core profitability.\n(in thousands, except per share data)\nNote 1 - On December 22, 2017, the Tax Cuts and Jobs Act was signed into law by the President. Among other things, this legislation reduced the corporate tax rate from 35% to 21% beginning January 1, 2018. Although the Company believes that this reduction in the corporate tax rate will continue to have a significant positive impact on future financial performance, U.S. generally accepted accounting principles require that all companies re-measure their DTA\u2019s using the new lower tax rate as of the date of enactment of the legislation. As a result the Company\u2019s net income for 2017 included a $6.3 million re-measurement reflected as a one-time, non-cash increase to income tax expense in the 4th quarter. Our situation is not unique in that the majority of all financial institutions reported significant DTA re-measurements in the 4th quarter of 2017. Excluding the impact of the $6.3 million DTA re-measurement, non-GAAP adjusted net income for the year totaled $34.6 million, an increase of $5.0 million or 16.8% over the prior year, which would have resulted in an adjusted return on average assets of 1.15% and adjusted return on average equity of 11.79%.\nManagement believes that the Company\u2019s performance compared very favorably to its peer banks during the five-year period ended December 31, 2020:\n\u2022 Net income over the five-year period totaled $218 million.\n\u2022 Return on Average Assets averaged 1.31% over the five-year period.\n\u2022 Total assets increased 74% from $2.6 billion at December 31, 2015 to $4.6 billion at December 31, 2020.\n\u2022 Total loans & leases increased 55.3% from $2.0 billion at December 31, 2015 to $3.1 billion at December 31, 2020.\n\u2022 Total deposits increased 78.3% from $2.3 billion at December 31, 2015 to $4.1 billion at December 31, 2020.\nMore recently:\n\u2022 In 2020, the C", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax expense, deferred tax, tax rate. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00539", "source": "edgar", "source_license": "public_domain", "text": "Item 1A.\nRisk Factors\nThe following discussion of risk factors contains forward-looking statements. These risk factors may be important to understanding any statement in this Form 10-K or elsewhere. The following information should be read in conjunction with Part II, Item 7. \"Management's Discussion and Analysis of Financial Condition and Results of Operations\" and the Consolidated Financial Statements and related notes in Part IV, Item 15. \"Exhibits and Financial Statement Schedules\" of this Form 10-K.\nThe business, financial condition and operating results of the Company can be affected by a number of factors, whether currently known or unknown, including but not limited to those described below. Any one or more of such factors could directly or indirectly cause the Company's actual results of operations and financial condition to vary materially from past or anticipated future results of operations and financial condition. Any of these factors, in whole or in part, could materially and adversely affect the Company's business, financial condition, results of operations and stock price.\nBecause of the following factors, as well as other factors affecting the Company's financial condition and operating results, past financial performance should not be considered to be a reliable indicator of future performance, and investors should not use historical trends to anticipate results or trends in future periods.\nRisks related to our business and industry\nThe global COVID-19 pandemic has had, and is expected to continue to have a negative effect on the global economy, the United States economy and the global financial markets, and has disrupted, and is expected to continue to disrupt, our operations and our clients\u2019 operations, all of which have had and will have an adverse effect on our business, financial condition and results of operations.\nThe ongoing COVID-19 global and national health emergency has caused significant disruptions in the international and United States economies and financial markets. On March 11, 2020, the World Health Organization declared the COVID-19 outbreak a pandemic. The spread of COVID-19 has caused illness, quarantines, cancellation of events and travel, business and school shutdowns, reduction in business activity and financial transactions, supply chain interruptions and overall economic and financial market instability.\nWe are taking precautions to protect the safety and well-being of our employees, clients and customers. However, no assurance can be given that the steps being taken will be deemed to be adequate or appropriate, nor can we predict the level of disruption which will occur to our ability to continue to provide services to our clients.\nThe spread of COVID-19 and the recent developments surrounding the global pandemic are having material negative impacts on all aspects of our business, as many of the clients we serve have suspended or closed operations. We have been, and will continue to be, negatively impacted by related developments, including heightened governmental regulations and travel advisories, recommendations by the U.S. Department of State and the Centers for Disease Control and Prevention, and travel bans and restrictions, each of which has impacted, and is expected to continue to significantly impact, the demand for the services we provide, including professional parking management, ground transportation, remote baggage check-in and handling, facility maintenance, security, event logistics, and other technology-driven mobility solutions.\nThe extent to which the pandemic impacts our business, operations, and financial results, including the duration and magnitude of such effects, will depend on numerous evolving factors that we may not be able to accurately predict or assess, including, but not limited to:\n\u2022\nthe duration and scope of the pandemic;\n\u2022\nthe roll-out of the vaccines for COVID-19;\n\u2022\nits impact on global and regional economies and economic activity, including the d", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1059262_2020.htm (CIK: 1059262, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00540", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nMarket Risk\nIn addition to the inherent risks associated with our normal operations, we are also exposed to additional market risks. Market risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates and foreign currency exchange rates. Our primary exposure to market risk is interest rate risk associated with our variable rate long-term debt. We attempt to limit our exposure to interest rate risk by managing the mix of our long-term fixed rate borrowings and short-term borrowings under our bank credit facilities and by utilizing interest rate swap agreements that provide for a fixed interest payment on the Operating Partnership\u2019s credit facility. A change in interest rates generally does not have an impact upon our future earnings and cash flow for fixed-rate debt instruments. As fixed-rate debt matures, however, and if additional debt is acquired to fund the debt repayment, future earnings and cash flow may be affected by changes in interest rates. This effect would be realized in the periods subsequent to the periods when the debt matures. We do not hold or issue financial instruments for trading purposes and do not enter into derivative transactions that would be considered speculative positions.\nAs of December 31, 2020, variable rate borrowings represented approximately 6% of our total borrowings after giving effect on the Operating Partnership\u2019s borrowings for the currently effective interest rate swap agreements on which the Operating Partnership pays a weighted average of 1.821% on a total notional amount of $1.9 billion. Additionally, the Operating Partnership has $900 million of notional amount of forward starting swaps that are not currently effective. The following table provides additional information about our gross long-term debt subject to changes in interest rates excluding the effect of the Operating Partnership interest rate swaps discussed above:\nIn addition to the risk associated with our variable interest rate debt, we are also exposed to risks related to changes in foreign currency exchange rates, mainly related to MGM China and to our operations at MGM Macau and MGM Cotai. While recent fluctuations in exchange rates have not been significant, potential changes in policy by governments or fluctuations in the economies of the United States, China, Macau or Hong Kong could cause variability in these exchange rates. We cannot assure you that the Hong Kong dollar will continue to be pegged to the U.S. dollar or the current peg rate for the Hong Kong dollar will remain at the same level. The possible changes to the peg of the Hong Kong dollar may result in severe fluctuations in the exchange rate thereof. For U.S. dollar denominated debt incurred by MGM China, fluctuations in the exchange rates of the Hong Kong dollar in relation to the U.S. dollar could have adverse effects on our financial position and results of operations. As of December 31, 2020, a 1% weakening of the Hong Kong dollar (the functional currency of MGM China) to the U.S. dollar would result in a foreign currency transaction loss of $20 million.\nITEM 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 789570_2020.htm (CIK: 789570, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00541", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation.\nThe information required by this Item 11 will be included in our definitive Proxy Statement for the 2021 Annual Meeting of Stockholders under the headings \u201cExecutive and Director Compensation\u201d and \u201cCompensation Committee Interlocks and Insider Participation\u201d (if applicable) and is incorporated herein by reference.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1797336_2020.htm (CIK: 1797336, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00542", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk\nThe primary market risk exposure of the Company relates to changes in interest rates in connection with its debt, specifically the revolving credit facility, which bears interest at variable rates based on LIBOR plus an applicable borrowing margin. Additionally, the Company is exposed to foreign currency translation risk related changes in the Canadian dollar and to a lesser extent the British pound. The Company has established policies and procedures that govern the management of these exposures through the use of derivative financial instrument contracts. By policy, the Company does not enter into such contracts for the purpose of speculation. The following details the Company's policies and use of financial instruments.\nInterest Rate Risk:\nThe Company has established an interest rate management policy that attempts to minimize its overall cost of debt, while taking into consideration earnings implications associated with volatility in short-term interest rates. In the past, the Company has used interest rate swaps to further mitigate the risk associated with changing interest rates and to maintain its desired balances of fixed and floating rate debt. In addition, access to variable rate debt is available through the Company's revolving credit facility. The Company reviews its policy and interest rate risk management quarterly and adjusts in accordance with market conditions and the Company's short and long-term borrowing needs. As of June 30, 2020, the Company had outstanding variable rate debt of $177.5 million. As of June 30, 2020, the Company did not have any outstanding interest rate swaps.\nForeign Currency Exchange Risk:\nOver 92% of the operations are transacted in United States dollars. However, because a portion of the Company's operations consists of activities outside of the United States, the Company has transactions in other currencies, primarily the Canadian dollar and to a lesser extent the British pound. In preparing the Consolidated Financial Statements, the Company is required to translate the financial statements of its foreign subsidiaries from the currency in which they keep their accounting records, generally the local currency, into United States dollars. Different exchange rates from period to period impact the amounts of reported income and the amount of foreign currency translation recorded in accumulated other comprehensive income (AOCI). As part of its risk management strategy, the Company frequently evaluates its foreign currency exchange risk by monitoring market data and external factors that may influence exchange rate fluctuations. As a result, the Company may engage in transactions involving various derivative instruments to hedge assets, liabilities and purchases denominated in foreign currencies. As of June 30, 2020, the Company did not have any derivative instruments to manage its foreign currency risk.\nDuring fiscal years 2020, 2019 and 2018, the foreign currency (loss) gain included in (loss) income from continuing operations was $(0.1), $0.1 and $(0.1) million, respectively. During fiscal year 2018, the Company recognized within discontinued operations a $6.2 million foreign currency translation loss in connection with the Company's liquidation of substantially all foreign entities with British pound denominated currencies.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 716643_2020.htm (CIK: 716643, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00543", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk.\nWe are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1818794_2020.htm (CIK: 1818794, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00544", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data. We derived certain Statement of (Loss) Income Data and Balance Sheet Data from the Consolidated Statements of (Loss) Income data for the years ended December 31, 2020, 2019 and 2018 and the Consolidated Balance Sheet data as of December 31, 2020 and 2019 from our audited Consolidated Financial Statements, which are included elsewhere in this Annual Report on Form 10-K. We derived certain Statement of (Loss) Income Data and Balance Sheet Data from the Consolidated and Combined Statement of (Loss) Income data for the years ended December 31, 2017 and 2016 and the Consolidated or Consolidated and Combined Balance Sheet data as of December 31, 2018, 2017 and 2016 from our audited Consolidated or Consolidated and Combined Financial Statements, which are not included in this Annual Report on Form 10-K. The selected financial data is not necessarily indicative of the results of future operations and should be read in conjunction with \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d and our Consolidated Financial Statements and the related notes included elsewhere in this Annual Report on Form 10-K.\n(1)\nThe operating loss for the year ended December 31, 2020 is primarily attributed to the $905.9 million goodwill and intangible asset impairment, as well as the impact of the COVID-19 pandemic and related restrictions.\n(2)\nThe operating loss for the year ended December 31, 2019 is primarily attributed to the $461.5 million goodwill and indefinite-lived intangible asset impairment.\n(3)\nThe year ended December 31, 2018 includes the impact of $9.8 million in consulting services and other costs incurred as part of our settlement agreement with our stockholder activist; $13.2 million in transaction costs, primarily related to the acquisition of Dealer Inspire, Inc. and Launch Digital Marketing LLC (referred to collectively as \u201cDealer Inspire\u201d) and the process to explore strategic alternatives to enhance shareholder value; $4.4 million related to the sales transformation; $6.8 million in incremental stock-based compensation; the addition of Dealer Inspire\u2019s business and the incremental costs of being a public company.\n(4)\nThe year ended December 31, 2017 includes the impact of incremental costs of being a public company and $3.6 million related to the move to our new corporate headquarters location.\n(5)\nThe year ended December 31, 2017 includes the tax benefit from the write-off of the permanent outside basis difference and the reduction in the corporate federal income tax rate under the Tax Cuts and Jobs Act. The year ended December 31, 2016 only includes DealerRater tax expense for the post-acquisition period.\n(6)\nAs of the separation date of May 31, 2017, the total shares outstanding was 71.6 million. The total number of shares outstanding at that date is being utilized for the calculation of both basic and diluted earnings per share for the periods prior to the separation.\n(7)\nBalance is net of debt-issuance costs related to the Term Loan and Bond Offering.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax expense, tax rate, tax benefit. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00545", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. Selected Financial Data\nThis financial data should be read in conjunction with Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations. These historical results are not necessarily indicative of the results to be expected in the future.\nLogitech International S.A. | Fiscal 2020 Form 10-K | 39\n_______________________________________________________________________________\n(1)\nOn March 10, 2020, TRAF was enacted in the canton of Vaud in Switzerland to take effect as of January 1, 2020. TRAF specifies mandatory and voluntary provisions that are implemented through the modification of the cantonal tax law. Major mandatory federal tax provisions include abolishment of preferential cantonal tax regimes, introduction of patent box regime and tax-free step-up of intangible assets, including goodwill created under a privileged tax regime. We have benefited from a longstanding tax ruling from the canton of Vaud through December 31, 2019. We reached an agreement with the Vaud Tax Administration that would allow for a tax step-up of goodwill to be amortized over ten years beginning on January 1, 2020 as a transition measure. We recorded an income tax benefit of $151.7 million, net of unrecognized tax benefits to account for the book and tax basis difference of the step-up upon enactment.\n(2)\nOn December 28, 2015, we divested our Lifesize video conferencing business and, as a result, we have reflected the Lifesize video conferencing business as discontinued operations in our consolidated statements of operations data above for all periods noted. Historical cash flows from discontinued operations were not material and are included in the cash flow data above.\n(3)\nThe line item previously called \"change in restricted cash\" has been eliminated from the statements of cash flows and instead restricted cash has been included in the cash, cash equivalents and restricted cash line items to conform to the consolidated statements of cash flows for fiscal year 2019 and fiscal year 2020 due to the adoption of ASU 2016-18. The impact was not material.\nLogitech International S.A. | Fiscal 2020 Form 10-K | 40\n(4)\nThe above consolidated cash and cash equivalents exclude Lifesize video conferencing business.\nLogitech International S.A. | Fiscal 2020 Form 10-K | 41\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax provision, tax benefit, tax law. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00546", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nInterest Rate Sensitivity\nOur investment portfolio is exposed to market risk from changes in interest rates. The fair market value of fixed rate securities may be adversely impacted by fluctuations in interest rates while income earned on floating rate securities may decline as a result of decreases in interest rates. Under our current investment policies, we do not use interest rate derivative instruments to manager exposure to interest rate changes. We attempt to ensure the safety and preservation of our invested principal funds by limiting default risk, market risk, and reinvestment risk. We mitigate default risk by investing in investment grade securities. We maintain a relatively short average maturity for our investment portfolio, and we believe a hypothetical 100 basis point adverse move in interest rates along the entire interest rate yield curve would not materially affect the fair value of our interest sensitive financial instruments.\nForeign Currency Risk\nAll of our sales are denominated in U.S. dollars, and therefore, our sales are not currently subject to significant foreign currency risk. To date, foreign currency transaction gains and losses have not been material to our financial statements, and we have not engaged in any foreign currency hedging transactions.\nITEM 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1272842_2020.htm (CIK: 1272842, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00547", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6.\nSELECTED FINANCIAL DATA.\nThe selected consolidated historical financial data for the periods set forth below are derived from audited consolidated financial statements. We derived the selected historical consolidated statement of income data for each of the years ended December 31, 2020, 2019, and 2018 and the selected historical consolidated balance sheet data as of December 31, 2020 and 2019 from our audited consolidated financial statements, which appear in Part II, Item 8, \u201cFinancial Statements and Supplementary Data\u201d of this Annual Report on Form 10-K. We have derived the selected historical consolidated statement of income data for the years ended December 31, 2017 and 2016 and the selected historical consolidated balance sheet data as of December 31, 2018, 2017, and 2016 from our audited financial statements, which do not appear elsewhere in this Annual Report on Form 10-K.\nThe following selected consolidated financial data should be read in conjunction with our consolidated financial statements, the related notes, and Part II, Item 7, \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d included elsewhere in this Annual Report on Form 10-K. The historical results are not necessarily indicative of the results to be expected for any future period.\nRegional Management Corp. | 2020 Annual Report on Form 10-K | 41\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1519401_2020.htm (CIK: 1519401, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00548", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data.\nThe information called for by Item 8 is included following the \u201cIndex to Financial Statements\u201d on page contained in this annual report on Form 10-K.\nItem 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1563227_2020.htm (CIK: 1563227, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00549", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nFor information pertaining to our Financial Statements and Supplementary Data, refer to pages to of this report, which are incorporated herein by reference.\nItem 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1304421_2020.htm (CIK: 1304421, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00550", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nThe information required by this item regarding executive compensation will be presented under the caption \u201cExecutive Compensation\u201d in our 2021 Proxy Statement and is incorporated herein by reference.\nThe information required by this item regarding director compensation will be presented under the caption \u201cCorporate Governance - Director Compensation\u201d in our 2021 Proxy Statement and is incorporated herein by reference.\nThe information required by this item regarding our compensation committee will be presented under the caption \u201cCorporate Governance - Compensation Committee Interlocks and Insider Participation\u201d in our 2021 Proxy Statement and is incorporated herein by reference.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1267602_2020.htm (CIK: 1267602, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00551", "source": "edgar", "source_license": "public_domain", "text": "Item 11.\nExecutive Compensation\nThe information required by this item will be set forth in our Proxy Statement for the 2021 Annual Meeting of Stockholders and is incorporated in this Annual Report on Form 10-K by reference.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1393434_2020.htm (CIK: 1393434, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00552", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nThe financial statements listed in the following index, together with the related notes and the report of Weaver and Tidwell, L.L.P., independent registered public accounting firm, are presented on the following pages and are incorporated by reference herein.\nSee also \u201cItem 15. Exhibits and Financial Statement Schedules\u201d of this Annual Report on Form 10-K for further information concerning Marine\u2019s financial statements.\nAll schedules have been omitted because they are either not required, not applicable or the required information is included in the consolidated financial statements and notes thereto.\nITEM 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 62362_2020.htm (CIK: 62362, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00553", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nThe following table summarizes compensation recorded by us for the years ended December 31, 2020 and 2019 for our principal executive officer who also serves as our principal financial officer.\nSummary Compensation Table\nNarrative Disclosure to Summary Compensation Table\nThe Company has not established a base salary for the President and Chief Executive Officer. However, from time to time, the President, Chief Executive Officer and sole director approves, in his sole discretion, payments to be made to himself by the Company in the form of a management fee. The management fee is intended to compensate Mr. Kupchik for services rendered to the Company in his capacity as an executive officer. There is no written agreement regarding the management fee and no terms in place regarding the amount and timing of management fees. In addition, from time to time, the President, Chief Executive Officer and sole director approves, in his sole discretion, the payment by the Company of certain of the President and Chief Executive Officer\u2019s personal expenses and/or financial obligations.\nThere are no compensatory plans or arrangements, including payments to be received from the Company with respect to any executive officer, that would result in payments to such person because of his or her resignation, retirement or other termination of employment with the Company, or our subsidiaries, any change in control, or a change in the person\u2019s responsibilities following a change in control of the Company.\nEmployment Agreements\nThere are no current employment agreements between the Company and our executive officer or understandings regarding future compensation.\nOutstanding Equity Awards at Fiscal Year-End\nNo executive officer received any equity awards, or holds exercisable or unexercisable options, as of December 31, 2019.\nLong-Term Incentive Plans\nThere are no arrangements or plans in which the Company would provide pension, retirement or similar benefits for directors or executive officers.\nCompensation Committee\nWe do not currently have a compensation committee of our Board of Directors. The Board as a whole determines executive compensation.\nCompensation of Directors\nOur current director does not receive separate compensation for his service on our Board of Directors. Our Board has the authority to fix the compensation of directors. We do not intend to pay employee directors a separate fee for their Board services.\nNo compensation was paid to our director for his service as a director during the year ended December 31, 2020.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1651992_2020.htm (CIK: 1651992, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00554", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk\nOur primary market risks are interest rate risk, prepayment risk, extension risk, credit risk, real estate market risk, capital market risk and foreign currency risk, either directly through the assets held or indirectly through investments in unconsolidated ventures, with each risk heightened as a result of the ongoing and numerous adverse impacts of the COVID-19 pandemic. As stated in the \u201cImpact of COVID-19\u201d section in \u201cItem 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations,\u201d we and our Manager are taking steps to mitigate certain risks associated with COVID-19, however the extent to which the COVID-19 pandemic impacts us, our business, our borrowers and our tenants will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of the pandemic, the actions taken to contain the pandemic or mitigate its impact, and the direct and indirect economic efforts of the pandemic and containment measures, among others.\nInterest Rate Risk\nInterest rate risk relates to the risk that the future cash flow of a financial instrument will fluctuate because of changes in market interest rates. Interest rate risk is highly sensitive to many factors, including governmental, monetary and tax policies, domestic and international economic and political considerations and other factors beyond our control. Credit curve spread risk is highly sensitive to the dynamics of the markets for loans and securities we hold. Excessive supply of these assets combined with reduced demand will cause the market to require a higher yield. This demand for higher yield will cause the market to use a higher spread over the U.S. Treasury securities yield curve, or other benchmark interest rates, to value these assets.\nAs U.S. Treasury securities are priced to a higher yield and/or the spread to U.S. Treasuries used to price the assets increases, the price at which we could sell some of our fixed rate financial assets may decline. Conversely, as U.S. Treasury securities are priced to a lower yield and/or the spread to U.S. Treasuries used to price the assets decreases, the value of our fixed rate financial assets may increase. Fluctuations in LIBOR may affect the amount of interest income we earn on our floating rate borrowings and interest expense we incur on borrowings indexed to LIBOR, including under credit facilities and investment-level financing.\nWe utilize a variety of financial instruments on some of our investments, including interest rate swaps, caps, floors and other interest rate exchange contracts, in order to limit the effects of fluctuations in interest rates on their operations. The use of these types of derivatives to hedge interest-earning assets and/or interest-bearing liabilities carries certain risks, including the risk that losses on a hedge position will reduce the funds available for distribution and that such losses may exceed the amount invested\nin such instruments. A hedge may not perform its intended purpose of offsetting losses of rising interest rates. Moreover, with respect to certain of the instruments used as hedges, there is exposure to the risk that the counterparties may cease making markets and quoting prices in such instruments, which may inhibit the ability to enter into an offsetting transaction with respect to an open position. Our profitability may be adversely affected during any period as a result of changing interest rates.\nAs of December 31, 2020, a hypothetical 100 basis point increase in the applicable interest rate benchmark on our loan portfolio would decrease interest income by $12.2 million annually, net of interest expense.\nPrepayment risk\nPrepayment risk is the risk that principal will be repaid at a different rate than anticipated, resulting in a less than expected return on an investment. As prepayments of principal are receiv", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1717547_2020.htm (CIK: 1717547, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00555", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\n(a)During 2020, 2019, 2017 and 2016, we determined that we would \"more likely than not\" realize a portion of our deferred tax asset and reduced our valuation allowance by $422, $168, $578 and $718, respectively. During 2018, we determined that we would not \"more likely than not\" realize a portion of our deferred tax asset and increased our valuation allowance by $1,304. (see Note 6 for additional information)\n(b)Net income for 2020 included $633 insurance recovery income related to estimated business interruption losses of $1,728 for the ransonware cyber-attack. Net income also included $3,780 insurance recovery income for estimated business interruption and other related insurable costs of $4,947 related to the feed dryer fire incident in Atchison, Kansas. Additionally, net income includes $1,932 of CEO transition costs and $919 of business acquisition costs (Luxco).\n(c)Net income for 2020 included legal fees of $585 in connection with the chemical release incident in Atchison, Kansas in October 2016. Additionally, net income for 2019 included the Company's agreement to pay a $1,000 fine, an administrative penalty of $251 and legal fees of $597. (see Note 9 for additional information)\n(d)For 2020, 2019, 2018, and 2017, respectively, we received a combined federal and state tax effected excess tax benefit of $67, $3,336, $1,437, and $4,625 related to employee share-based compensation recognized as a reduction to income tax expense.\n(e)Net income for 2016 included a legal settlement agreement and a gain on sale of long-lived assets of $3,385 before tax.\n(f)In 2017, we completed the sale of our equity ownership interest in ICP to Pacific Ethanol, consistent with a Merger Agreement, and, as a result, recorded a gain on sale of equity method investment of $11,381 before tax, which is included in Net income for 2017.\n(g)On December 22, 2017, the United States enacted tax reform legislation commonly known as the Tax Cuts and Jobs Act (the \"Tax Act\"), resulting in significant modifications to existing law. We recorded a provisional discrete net tax benefit in our Consolidated Statements of Income through Net income of $3,343 in 2017.\nSelected Financial Information. Selected quarterly financial information (unaudited) is detailed in Note 14.\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax expense, deferred tax, tax benefit. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00556", "source": "edgar", "source_license": "public_domain", "text": "Item 7.Management\u2019s Discussion And Analysis Of Financial Condition And Results Of Operation\nThe following discussion is based upon and should be read together with the consolidated financial statements and notes thereto included elsewhere in this document.\nExecutive Summary\nWe are a marketer and promoter of motorsports entertainment in the United States. Through our subsidiaries, we own and operate Dover International Speedway\u00ae in Dover, Delaware and Nashville Superspeedway\u00ae near Nashville, Tennessee. Historically we hold all our events under the auspices of the premier sanctioning body in motorsports - the National Association for Stock Car Auto Racing (\u201cNASCAR\u201d). We have also hosted the Firefly Music Festival at our Dover facility for eight consecutive years prior to the cancellation of the festival in 2020 due to COVID-19. As described further below, we have made substantial land sales in recent years.\nWe classify our revenues as admissions, event-related, broadcasting and other. \u201cAdmissions\u201d revenue includes ticket sales for our events. \u201cEvent-related\u201d revenue includes amounts received from sponsorship fees; luxury suite rentals; hospitality tent rentals and catering; concessions and vendor commissions for the right to sell concessions and souvenirs at our events; sales of programs; track rentals; broadcasting rights other than domestic television broadcasting revenue, and other event-related revenues. Additionally, event-related revenue includes amounts received for the use of our property and a portion of the concession sales we manage from the Firefly Music Festival. \u201cBroadcasting\u201d revenue includes rights fees obtained for domestic television broadcasts of events held at Dover International Speedway.\nRevenues pertaining to specific events are deferred until the event is held. Concession and souvenir revenues are recorded at the time of sale. Revenues and related expenses from barter transactions in which we provide sponsorship packages in exchange for goods or services are recorded at fair value. Barter transactions accounted for $213,000, $538,000, and $685,000 of total revenues for the years ended December 31, 2020, 2019 and 2018, respectively.\nCertain direct expenses pertaining to specific events, including prize and point fund monies and sanction fees paid to NASCAR, and other expenses associated with our racing events are deferred until the event is held, at which point they are expensed. The cost of advertising is expensed as incurred.\nOur operating results for 2020 reflect the impact of the COVID-19 pandemic, including the government-imposed restrictions that prevented any fans from attending our 2020 events and the cancellation of the Firefly Music Festival. It remains highly uncertain how long the pandemic and the resulting economic challenges and restrictions on day-to-day life, including limitations on the size of gatherings and other measures to prevent the further spread of the virus, will last. Management believes that our admissions and event-related revenues may continue to be negatively impacted if consumer and corporate spending continues to be impacted by the pandemic or if local officials continue to limit attendance at major events. Given the uncertainty surrounding the pandemic and its effects, our reported financial information may not be indicative of our future operating results or our future financial condition. Changes in governmental taxing, regulatory, spending and other policies could also significantly impact consumer spending, economic recovery and our future results.\nMuch of our total revenues are generated under our sanction agreements, and the amount of much future revenues under such agreements are already contracted under NASCAR\u2019s long-term television broadcasting rights agreements. As discussed further below in \u201cLiquidity and Capital Resources,\u201d NASCAR is operating under an expanded multi-year, multi-platform broadcasting rights agreement through the year 2024. Management believes t", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1017673_2020.htm (CIK: 1017673, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00557", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\nThere is no selected financial data required to be filed for a smaller reporting company.\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1534155_2020.htm (CIK: 1534155, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00558", "source": "edgar", "source_license": "public_domain", "text": "Item 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.\nThe following discussion and analysis of our financial condition and results of operations should be read in conjunction with our audited financial statements and the notes related thereto contained elsewhere in this Annual Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.\nAll statements other than statements of historical fact included in this Annual Report including, without limitation, statements under \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of\nOperations\u201d regarding the Company\u2019s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. When used in this Annual Report, words such as \u201canticipate,\u201d \u201cbelieve,\u201d \u201cestimate,\u201d \u201cexpect,\u201d \u201cintend\u201d and similar expressions, as they relate to us or the Company\u2019s management, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company\u2019s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of many factors, including those set forth under \u201cCautionary Note Regarding Forward-Looking Statements,\u201d \u201cItem 1A. Risk Factors\u201d and elsewhere in this Annual Report.\nOverview\nWe are a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more target businesses. We intend to effectuate our business combination using cash from the proceeds of our initial public offering and the sale of the placement units that occurred simultaneously with the completion of our initial public offering, our capital stock, debt or a combination of cash, stock and debt.\nWe expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a Business Combination will be successful.\nResults of Operations\nWe have neither engaged in any operations nor generated any operating revenues to date. Our only activities from inception through December 31, 2020 were organizational activities and those necessary to prepare for the Initial Public Offering, described below. We do not expect to generate any operating revenues until after the\ncompletion of our initial Business Combination. We expect to generate non-operating income in the form of interest income on marketable securities held after the Initial Public Offering. We expect that we will incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with searching for, and completing, a Business Combination.\nFor the period from October 2, 2020 (inception) through December 31, 2020, we had a net loss of $2,006, which consisted of formation and operating expenses.\nLiquidity and Capital Resources\nAs of December 31, 2020, we had cash of $12,031. Until the consummation of the Initial Public Offering, our only source of liquidity was an initial purchase of common stock by the Sponsor and loans from our Sponsor.\nOn January 12, 2021, we consummated the Initial Public Offering of 17,500,000 Units, at a price of $10.00 per Unit, which included the partial exercise by the underwriter of its over-allotment option in the amount of 2,200,000 Units, generating gross proceeds of $175,000,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 545,000 Placement Units to the Sponsor at a price of $10.00 per Placement Unit generating gross proceeds of $5,450,000.\nFollowing the Initial Public Offering, the partial exercise of the over-allotment", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1828522_2020.htm (CIK: 1828522, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00559", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\nYou should read the following discussion and analysis of our financial condition and results of operations in conjunction with the financial statements and the related notes appearing elsewhere in this Form 10-K. This discussion contains forward-looking statements reflecting our current expectations that involve risks and uncertainties, including those set forth under \u201cCautionary Statement About Forward-Looking Statements.\u201d Actual results and experience could differ materially from the anticipated results and other expectations expressed in our forward-looking statements as a result of a number of factors, including but not limited to those discussed in this Item and in Item 1A - \u201cRisk Factors.\u201d Actual results and the timing of events could differ materially from those discussed in our forward-looking statements as a result of many factors, including those set forth under \u201cRisk Factors\u201d and elsewhere in this Form 10-K.\nOverview\nWe are a preclinical stage pharmaceutical company organized as a Nevada corporation in July 2017 to focus on the development of anti-cancer drug candidates for the treatment of brain and central nervous system tumors, based on intellectual property that we license under a license agreements with HPI and The University of Texas M.D. Anderson Cancer Center and own pursuant to a collaboration and asset purchase agreement with Reata.\nWe believe our lead drug candidate, Berubicin, if approved by the FDA, may be a significant discovery in the treatment of glioblastoma. Glioblastoma are tumors that arise from astrocytes, which are star-shaped cells making up the supportive tissue of the brain. These tumors are usually highly malignant (cancerous) because the cells reproduce quickly, and they are supported by a large network of blood vessels. Berubicin is an anthracycline, which is a class of drugs that are among the most powerful chemotherapy drugs known. Based on limited clinical data, we believe Berubicin is the first anthracycline that appears to have crossed the Blood Brain Barrier and target brain cancer cells. While our current focus is solely on the development of Berubicin, we are also in the process of attempting to secure intellectual property rights in additional compounds that may be developed into drugs to treat cancers.\nBerubicin was discovered at MD Anderson by Dr. Waldemar Priebe, the founder of the Company. Through a series of transactions, Berubicin was initially licensed to Reata. Reata conducted a Phase I clinical trial on Berubicin but subsequently allowed their IND with the FDA to lapse for strategic reasons. This will require us to obtain a new IND for Berubicin before beginning further clinical trials.\nWe do not have manufacturing facilities and all manufacturing activities are contracted out to third parties. Additionally, we do not have a sales organization.\nOn November 21, 2017, we entered into a Collaboration and Asset Purchase Agreement with Reata (the \u201cReata Agreement\u201d). Pursuant to the Reata Agreement we purchased all of Reata\u2019s intellectual property and development data regarding Berubicin, including all trade secrets, knowhow, confidential information and other intellectual property rights, which we refer to as the Reata Data.\nOn December 28, 2017, we obtained the rights to a worldwide, exclusive royalty-bearing, license to the chemical compound commonly known as Berubicin from HPI in an agreement we refer to as the HPI License. Under the HPI License we obtained the exclusive right to develop certain patented chemical compounds for use in the treatment of cancer anywhere in the world. In the HPI License we agreed to pay HPI: (i) development fees of $750,000 over a three-year period beginning November 2019; (ii) a 2% royalty on net sales; (iii) a $50,000 per year license fee; (iv) milestone payments of $100,000 upon the commencement of a Phase II trial and $1.0 million upon the approva", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1729427_2020.htm (CIK: 1729427, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00560", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nThis report contains or incorporates by reference statements concerning our future results and performance and other matters that are \u201cforward-looking\u201d statements within the meaning of Section 27A of the Securities Act of 1933, as amended (\u201cSecurities Act\u201d), and Section 21E of the Securities Exchange Act of 1934, as amended (\u201cExchange Act\u201d). These statements involve known and unknown risks, uncertainties and other factors that may cause our or our industry\u2019s results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance, or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as \u201cmay,\u201d \u201cwill,\u201d \u201cwould,\u201d \u201cshould,\u201d \u201cintend,\u201d \u201cexpect,\u201d \u201cplan,\u201d \u201canticipate,\u201d \u201cbelieve,\u201d \u201cestimate,\u201d \u201cpredict,\u201d \u201cpotential,\u201d or \u201ccontinue\u201d or the negative of such terms or other comparable terminology. Examples of other forward-looking statements contained or incorporated by reference in this report include statements regarding:\n\u2022 our ability to continue as a going concern;\n\u2022 our ability to timely commence and complete the restructuring transactions, if at all;\n\u2022 our ability to comply with our debt financial covenants;\n\u2022\nthe impact of the COVID-19 pandemic on our business, financial condition, and results of operations;\n\u2022\nfuture levels of capital expenditures and of our customers for seismic activities;\n\u2022\nfuture oil and gas commodity prices;\n\u2022\nthe effects of current and future worldwide economic conditions (particularly in developing countries) and demand for oil and natural gas and seismic equipment and services;\n\u2022\nfuture implications of our negative working capital and stockholders\u2019 deficit, including future cash needs and availability of cash, to fund our operations and pay our obligations;\n\u2022\nthe effects of current and future unrest in the Middle East, North Africa and other regions;\n\u2022\nthe timing of anticipated revenues and the recognition of those revenues for financial accounting purposes;\n\u2022\nthe effects of ongoing and future industry consolidation;\n\u2022\nthe timing of future revenue realization of anticipated orders for multi-client survey projects and data processing work in our E&P Technology & Services segment;\n\u2022\nfuture government laws or regulations pertaining to the oil and gas industry, including trade restrictions, embargoes and sanctions imposed by the U.S. government or laws curtailing the exploration for, or use of; hydrocarbons;\n\u2022 future government actions that may result in the deprivation of our contractual rights, including the potential for adverse decisions by judicial or administrative bodies in foreign countries with unpredictable or corrupt judicial systems;\n\u2022\nexpected net revenues, gross margins, income from operations and net income for our services and products;\n\u2022\nfuture seismic industry fundamentals, including future demand for seismic services and equipment;\n\u2022\nfuture benefits to our customers to be derived from new services and products;\n\u2022\nfuture benefits to be derived from our investments in technologies, joint ventures and acquired companies;\n\u2022\nfuture growth rates for our services and products;\n\u2022\nthe degree and rate of future market acceptance of our new services and products;\n\u2022\nexpectations regarding E&P companies and seismic contractor end-users purchasing our more technologically-advanced services and products;\n\u2022\nanticipated timing and success of commercialization and capabilities of services and products under development and start-up costs associated with their development;\n\u2022\nfuture opportunities for new products and projected research and development expenses;\n\u2022\nexpectations regarding realization of deferred tax assets;\n\u2022\nexpectations regarding the impact of the U.S. Tax Cuts, Jobs Act and CARES Act;\n\u2022 expectations regarding the approval of our request for forgiveness of the PPP Loan;\n\u2022\nanticipated results with respect to certai", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 866609_2020.htm (CIK: 866609, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00561", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8.\nFINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nReport of Independent Registered Public Accounting Firm\nTo the Board of Directors and\nStockholders of Natural Alternatives International, Inc.\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheets of Natural Alternatives International, Inc. (the Company) as of June 30, 2020 and 2019, and the related consolidated statements of operations and comprehensive (loss) income, stockholders\u2019 equity and cash flows for each of the years in the two-year period ended June 30, 2020, and the related notes (collectively referred to as the \u201cconsolidated financial statements\u201d). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2020 and 2019, and the consolidated results of its operations and its cash flows for each of the two years in the period ended June 30, 2020, in conformity with accounting principles generally accepted in the United States of America.\nBasis for Opinion\nThese consolidated financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (\u201cPCAOB\u201d) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company\u2019s internal control over financial reporting. Accordingly, we express no such opinion.\nOur audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.\n/s/ HASKELL & WHITE LLP\nWe have served as the Company\u2019s auditor since 2014.\nSan Diego, California\nSeptember 21, 2020\nNatural Alternatives International, Inc.\nConsolidated Balance Sheets\nAs of June 30\n(Dollars in thousands, except share and per share data)\nSee accompanying notes to consolidated financial statements.\nNatural Alternatives International, Inc.\nConsolidated Statements of Operations And Comprehensive (Loss) Income\nFor the Years Ended June 30\n(Dollars in thousands, except share and per share data)\nSee accompanying notes to consolidated financial statements.\nNatural Alternatives International, Inc.\nConsolidated Statements of Stockholders\u2019 Equity\nFor the Years Ended June 30\n(Dollars in thousands)\nSee accompanying notes to consolidated financial statements.\nNatural Alternatives International, Inc.\nConsolidated Statements of Cash Flows\nFor the Years Ended June 30\n(in thousands)\nSee accompanying notes to consolidated financial statements.\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\nA. Organization and Summary of Significant Accounting Policies\nOrganization\nWe provide p", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 787253_2020.htm (CIK: 787253, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00562", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nOur business and operations are subject to a number of risks and uncertainties, the occurrence of which could adversely affect our business, financial condition, results of operations and ability to make distributions to stockholders and could cause the value of our capital stock to decline.\nSUMMARY RISK FACTORS\nRisks Related to Our Business and Structure\n\u2022We operate in a competitive market for investment opportunities and future competition may limit our ability to acquire desirable target assets or dispose of our target assets and could also affect the pricing of these securities.\n\u2022We cannot predict the unintended consequences and market distortions that may stem from far-ranging governmental intervention in the economic and financial system or from regulatory reform of the oversight of financial markets.\n\u2022Loss of our exclusion from registration under the 1940 Act would adversely affect us.\n\u2022Major public health issues, including the ongoing COVID-19 pandemic, and related disruptions in the U.S. and global economy and financial markets have and continue to adversely impact or disrupt our financial condition and results of operations.\nRisks Related to Our Financing\n\u2022Our access to sources of financing may be limited and thus our ability to potentially enhance our returns may be adversely affected.\n\u2022We may increase the amount of leverage we use in our financing strategy, which would subject us to greater risk of loss.\n\u2022We may enter into hedging transactions that could expose us to contingent liabilities in the future and adversely impact our financial condition.\nRisks Related to Our Assets\n\u2022We may not achieve our underwritten internal rate of return and weighted-average all-in yield on our assets, which may lead to future returns that may be significantly lower than anticipated.\n\u2022The lack of liquidity of our assets may adversely affect our business, including our ability to value and sell our assets.\n\u2022The commercial mortgage loans and other commercial real estate-related loans we acquire are subject to delinquency, foreclosure and loss, any or all of which could result in losses to us.\nRisks Related to Our Relationship with the Manager\n\u2022There are various conflicts of interest in our relationship with Apollo which could result in decisions that are not in the best interests of our stockholders.\n\u2022We are dependent on the Manager and its key personnel for our success and upon their access to Apollo\u2019s investment professionals and partners. We may not find a suitable replacement for the Manager if the Management Agreement is terminated, or if key personnel leave the employment of the Manager or Apollo or otherwise become unavailable to us.\n\u2022The termination of the Management Agreement may be difficult and costly, which may adversely affect our inclination to end our relationship with the Manager.\n\u2022The Manager manages our portfolio pursuant to very broad investment guidelines and our board of directors does not approve each decision made by the Manager, which may result in us undertaking riskier transactions.\nRisks Related to Our Taxation as a REIT\n\u2022Qualifying as a REIT involves highly technical and complex provisions of the Internal Revenue Code, and our failure to qualify as a REIT or remain qualified as a REIT would subject us to U.S. federal income tax and applicable state and local taxes, which would reduce the amount of cash available for distribution to our stockholders.\n\u2022Complying with REIT requirements may force us to liquidate or forego otherwise attractive investments, to incur debt, or could otherwise adversely affect our ability to execute our business plan.\nRISKS RELATED TO OUR BUSINESS AND STRUCTURE\nWe operate in a competitive market for investment opportunities and future competition may limit our ability to acquire desirable target assets or dispose of our target assets and could also affect the pricing of these securities.\nA number of entities compete with us to make the types of investments that ", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, internal revenue. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00563", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\nThe following table shows selected historical consolidated financial data for the Company. It should be read in conjunction with the \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operation\u201d section and the Consolidated Financial Statements and Notes thereto included elsewhere in this report.\nUse of Non-GAAP Financial Measures\nThe information set forth below contains certain financial information determined by methods other than in accordance with GAAP. These non-GAAP financial measures are \u201ctangible common equity,\u201d \u201ctangible book value per common share,\u201d \u201cefficiency ratio,\u201d and \u201creturn on average common equity.\u201d Management uses these non-GAAP measures in its analysis of our performance because it believes these measures are used as a measure of our performance by investors.\nThese disclosures should not be considered in isolation or as a substitute for results determined in accordance with GAAP, and are not necessarily comparable to non-GAAP performance measures which may be presented by other bank holding companies. Management compensates for these limitations by providing detailed reconciliations between GAAP information and the non-GAAP financial measures. A reconciliation table is set forth below following the selected historical consolidated financial data.\n(1)Tangible common equity, a non-GAAP financial measure, is defined as total common shareholders\u2019 equity reduced by goodwill and other intangible assets.\n(2)The reported figure for 2017 includes one-time charges to reduce the carrying value of net deferred tax assets by $14.6 million, required as a result of the reduction in corporate income tax rates to 21% in the 2017 Tax Act. As the magnitude of the net deferred tax asset revaluation distorts the operational results of the Company, we present in the GAAP reconciliation below this table that show the effect of the net deferred tax asset revaluation during the year ended December 31, 2017. We believe the information below is important to enable shareholders and other interested parties to assess the core operational performance of the Company.\n(3)Total revenue calculated as net interest income plus noninterest income\n(4)Tangible book value per common share, a non-GAAP financial measure, is defined as tangible common shareholders\u2019 equity divided by total common shares outstanding.\n(5)Computed by dividing noninterest expense by the sum of net interest income and noninterest income.\nThe following table details our Non-GAAP to GAAP reconciliation for the years 2016 through 2020.\nThe below table shows 2017 without deferred tax asset revaluation.\n(1) Presented here only. Not included in the Selected Financial Data table above.\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, deferred tax, tax rate. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00564", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nSummary of Risk Factors\nInvesting in our common stock involves a high degree of risk. These risks are discussed more fully below and include, but are not limited to, the following, any of which could have a material adverse effect on our financial condition, results of operations and cash flows:\nRisks Related to the COVID-19 Pandemic\n\u2022The COVID-19 pandemic and its effects on our liquidity, business, financial condition and results of operations.\nRisks Relating to Our Business and Industry\n\u2022The price volatility of crude oil, other feedstocks, blendstocks, refined products and fuel and utility services.\n\u2022Volatility in commodity prices and refined product demand.\n\u2022Crude oil differentials and related factors, which fluctuate substantially.\n\u2022Renewable fuels mandates and the cost of RINs.\n\u2022Existence of capital needs for which our internally generated cash flows and other sources of liquidity may not be adequate.\n\u2022Volatility and uncertainty in the credit and capital markets.\n\u2022Ability to obtain financing on acceptable terms or at all.\n\u2022Significant interruptions or casualty losses at any of our refineries and related assets or logistics terminals, pipelines or other facilities.\n\u2022Interruptions of supply and distribution at our refineries.\n\u2022Regulation of emissions of greenhouse gases and other environmental and health and safety regulations.\n\u2022Integration of the recently acquired Martinez Refinery into our business.\n\u2022A cyber-attack on, or other failure of, our technology infrastructure.\n\u2022Competition from companies who have not been adversely impacted as much as we have been by the COVID-19 pandemic.\n\u2022Labor disruptions that would interfere with our operations.\n\u2022Any political instability, military strikes, sustained military campaigns, terrorist activity, changes in foreign policy, or other catastrophic events.\n\u2022Discontinuation of employment of any of our senior executives or other key employees.\n\u2022Product liability and operational liability claims and litigation.\n\u2022Changes in our credit profile.\nRisks Related to Our Indebtedness\n\u2022Our substantial levels of indebtedness.\n\u2022Changes in our credit ratings.\n\u2022Limitations on our operations arising out of restrictive covenants in our debt instruments.\n\u2022Anti-takeover provisions in our indentures.\n\u2022The discontinuation of LIBOR, and the adoption of an alternative reference rate.\nRisks Related to Our Organizational Structure and PBF Energy Class A Common Stock\n\u2022PBF Energy\u2019s dependence upon distributions from PBF LLC and its subsidiaries to pay taxes and meet its other obligations.\n\u2022The rights of other members of PBF LLC may conflict with the interests of PBF Energy Class A common stockholders.\n\u2022Obligations under the Tax Receivable Agreement.\n\u2022Suspension of quarterly dividend.\n\u2022Potential dilution of our current stockholders.\nRisks Related to Our Ownership of PBFX\n\u2022Obligations for minimum volume commitments in our commercial agreements with PBFX.\n\u2022Treatment of PBFX for U.S. federal income tax purposes.\nRisk Factors\nYou should carefully read the risks and uncertainties described below. The risks and uncertainties described below are not the only ones facing our company. Additional risks and uncertainties may also impair our business operations. If any of the following risks actually occur, our business, financial condition, results of operations or cash flows would likely suffer. In that case, the trading price of PBF Energy Class A common stock could fall.\nRisks Related to the COVID-19 Pandemic\nThe outbreak of the COVID-19 pandemic significantly affected our liquidity, business, financial condition and results of operations in 2020 and caused our market value to substantially decline, and may continue to do so thereafter. There can be no assurance that our liquidity, business, financial condition and results of operations or the price of our shares will revert to pre-2020 levels once the impacts of COVID-19 pandemic cease.\nThe outbreak of the COVID-19 pandemic and certain developments ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1534504_2020.htm (CIK: 1534504, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00565", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nThe following Management\u2019s Discussion and Analysis (\u201cMD&A\u201d) is intended to help the reader understand Sunrise Real Estate Group, Inc. (\u201cSRRE\u201d). MD&A is provided as a supplement to, and should be read in conjunction with, our financial statements and the accompanying notes.\nOVERVIEW\nIn October 2004, the former shareholders of Sunrise Real Estate Development Group, Inc. (Cayman Islands) (\u201cCY-SRRE\u201d) and LIN RAY YANG Enterprise Ltd. (\u201cLRY\u201d) acquired a majority of our voting interests in a share exchange. Before the completion of the share exchange, SRRE had no continuing operations, and its historical results would not be meaningful if combined with the historical results of CY-SRRE, LRY and their subsidiaries.\nAs a result of the acquisition, the former owners of CY-SRRE and LRY hold a majority interest in the combined entity. Generally accepted accounting principles require in certain circumstances that a company whose shareholders retain the majority voting interest in the combined business be treated as the acquirer for financial reporting purposes. Accordingly, the acquisition has been accounted for as a \u201creverse acquisition\u201d arrangement whereby CY-SRRE and LRY are deemed to have purchased SRRE. However, SRRE remains the legal entity and the Registrant for Securities and Exchange Commission reporting purposes. The historical financial statements prior to October 5, 2004 are those of CY-SRRE and LRY and their subsidiaries. All equity information and per share data prior to the acquisition have been restated to reflect the stock issuance as a recapitalization of CY-SRRE and LRY.\nSRRE and its subsidiaries, namely, CY-SRRE, LRY, Shanghai Xin Ji Yang Real Estate Consultation Company Limited (\u201cSHXJY\u201d), Shanghai Shang Yang Investment Management and Consulting Company Limited (\u201cSHSY\u201d), Suzhou Shang Yang Real Estate Consultation Company Limited (\u201cSZSY\u201d), Suzhou Xin Ji Yang Real Estate Consultation Company Limited (\u201cSZXJY\u201d), Linyi Rui Lin Construction and Design Company Limited (\u201cLYRL\u201d), Linyi Shang Yang Real Estate Development Company Limited (\u201cLYSY\u201d), , Wuhan Gao Feng Hui Consultation Company Limited (\u201cWHGFH\u201d), Sanya Shang Yang Real Estate Consultation Company Limited (\u201cSYSY\u201d), Shanghai Rui Jian Design Company Limited (\u201cSHRJ\u201d), Zhong Ji Pu Fa Real Estate Company Limited (\u201cSHGXL\u201d)\uff0cHuai An Zhan Bao Industrial Company Limited (\u201cHAZB\u201d)and its equity investments in affiliates, namely Wuhan Yuan Yu Long Real Estate Development Company Limited (\u201cWHYYL\u201d), are sometimes hereinafter collectively referred to as \u201cthe Company,\u201d \u201cour\u201d or \u201cus\u201d.\nThe principal activities of the Company are real estate agency sales, real estate marketing services, real estate investments, property leasing services and property management services in the PRC.\nRISKS ASSOCIATED WITH FORWARD-LOOKING STATEMENTS INCLUDED IN THIS FORM 10-K\nIn addition to historical information, this Form 10-K contains forward-looking statements. Forward-looking statements are based on our current beliefs and expectations, information currently available to us, estimates and projections about our industry, and certain assumptions made by our management. These statements are not historical facts. We use words such as \"anticipates\", \"expects\", \"intends\", \"plans\", \"believes\", \"seeks\", \"estimates\", and similar expressions to identify our forward-looking statements, which include, among other things, our anticipated revenue and cost of our agency and investment business.\nBecause we are unable to control or predict many of the factors that will determine our future performance and financial results, including future economic, competitive, and market conditions, our forward-looking statements are not guarantees of future performance. They are subject to risks, uncertainties, and errors in assumptions that could cause our actual results to differ materially from those reflected in our forward-looking statemen", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1083490_2020.htm (CIK: 1083490, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00566", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. Executive Compensation.\nCompensation Philosophy and Objectives\nCurrently, our executive directors and officers do not receive compensation for services in such capacities. We expect to establish a compensation plan as our company matures. We expect that our executive compensation philosophy will be to create a long-term direct relationship between pay and our performance. Our executive compensation program will be designed to provide a balanced total compensation package over the executive\u2019s career with us. The compensation program objectives will be to attract, motivate and retain the qualified executives that help ensure our future success, to provide incentives for increasing our profits by awarding executives when corporate goals are achieved and to align the interests of executives and long-term stockholders. We expect the compensation package of our named executive officers to consist of two main elements:\n1. base salary for our executives that is competitive relative to the market, and that reflects individual performance, retention and other relevant considerations; and\n2. discretionary bonus awards payable in cash and tied to the satisfaction of corporate objectives.\nProcess for Setting Executive Compensation\nAs we do not have Compensation Committee, our Board will be responsible for developing and overseeing the implementation of our philosophy with respect to the compensation of executives and for monitoring the implementation and results of the compensation philosophy to ensure compensation remains competitive, creates proper incentives to enhance stockholder value and rewards superior performance. The Board or Compensation Committee will annually review and approve for each named executive officer, and particularly with regard to the Chief Executive Officer, all components of the executive\u2019s compensation. The Board or Compensation Committee may award discretionary bonuses to each of the named executives, and reviews and approves the process and factors (including individual and corporate performance measures and actual performance versus such measures) used by the Chief Executive Officer to recommend such awards. Additionally, the Board or Compensation Committee will review and approve the base salary, equity-incentive awards (if any) and any other special or supplemental benefits of the named executive officers.\nWe expect out Chief Executive Officer to periodically provide the Board or Compensation Committee with an evaluation of each named executive officer\u2019s performance, based on the individual performance goals and objectives developed by the Chief Executive Officer at the beginning of the year, as well as other factors. The Board of Compensation Committee will provide an evaluation for the Chief Executive Officer. These evaluations will serve as the bases for bonus recommendations and changes in the compensation arrangements of our named executives.\nOur Compensation Peer Group\nWe expect to engage in informal market analysis in evaluating our executive compensation arrangements. As the Company and its businesses mature, we may retain compensation consultants that will assist us in developing a formal benchmark and selecting a compensation peer group of companies similar to us in size or business for the purpose of comparing executive compensation levels.\nProgram Components\nWe expect our executive compensation program to consist of the following elements:\nBase Salary\nOur base salary structure will be designed to encourage internal growth, attract and retain new talent, and reward strong leadership that will sustain our growth and profitability. The base salary for each named executive officer will reflect our past and current operating profits, the named executive officer\u2019s individual contribution to our success throughout his career, internal pay equity and informal market data regarding comparable positions within similarly situated companies. In determining and setting base salary, the Board/Compens", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1409175_2020.htm (CIK: 1409175, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00567", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation.\nThe information required by this item is incorporated by reference to the Company\u2019s definitive proxy statement to be filed not later than April 30, 2021 with the SEC pursuant to Regulation 14A under the Exchange Act.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1630472_2020.htm (CIK: 1630472, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00568", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk\nInterest Rate Risk\nAs of March 31, 2020, the Company\u2019s financial instruments consisted of the following: cash and cash equivalents, loans receivable, and senior notes payable. Fair value approximates carrying value for all of these instruments. Loans receivable are originated at prevailing market rates and have an average life of approximately 8 months. Given the short-term nature of these loans, they are continually repriced at current market rates. The Company\u2019s outstanding debt under its revolving credit facility was $451.1 million at March 31, 2020. Interest on borrowings under this facility is based on the rate of LIBOR plus an applicable margin between 3.0% and 4.0% based on certain EBITDA related metrics set forth in the revolving credit agreement, which will be determined and adjusted on a monthly basis with a minimum rate of 4.0%.\nBased on the outstanding balance under the Company's revolving credit facility at March 31, 2020, a change of 1% in the LIBOR interest rate would cause a change in interest expense of approximately $4.5 million on an annual basis.\nPart II\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 108385_2020.htm (CIK: 108385, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00569", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures about Market Risk\nAs a \u201csmaller reporting company\u201d as defined in Item 10(f)(1) of Regulation S-K, the Trust is not required to provide information required by this Item.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1509228_2020.htm (CIK: 1509228, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00570", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\n(Dollars in thousands, except share data unless otherwise noted)\nExecutive Level Overview\n2020 Developments and 2021 Outlook\nDuring 2020, the Company:\n\u2022Produced net sales of $497,411, a decrease of $119,017, or 19.3% from 2019;\n\u2022Increased backlog(a) by 8.4% over the prior year end to $248,232, despite new orders(a) decreasing by 16.3%;\n\u2022Generated net income from continuing operations of $25,823, or $2.42 per diluted share;\n\u2022Divested the IOS Test and Inspection Services business from the Infrastructure Solutions segment, resulting in the recognition of an income tax benefit of $15,840 in continuing operations;\n\u2022Reported adjusted EBITDA(b) (earnings before interest, taxes, depreciation, amortization, and certain expenses) of $31,993;\n\u2022Effectively managed working capital levels, resulting in $20,549 of net cash provided by operating activities;\n\u2022Reduced borrowings by $13,114, or 22.6%, to $45,024, resulting in net debt(b) of $37,460;\n\u2022Successfully implemented cost containment programs, including in response to the COVID-19 pandemic, resulting in $8,880 decline year over year in selling and administrative expense;\n\u2022Amended the Company\u2019s credit agreement, resulting in the termination of its term loan outstanding of $22,500 and a decrease in the maximum capacity of its revolver from $140,000 to $115,000 as of December 31, 2020;\n\u2022Continued operations during the COVID-19 pandemic while minimizing any business interruptions and addressing safety concerns of our employees and customers through implementation of our Pandemic Action Plan which includes measures such as enhanced disinfecting, temperature screenings, social distancing, telework, wearing masks, limiting access to facilities to only essential third parties, and adhering to travel and quarantine recommendations issued by the U.S. Centers for Disease Control and various national, state, provincial, and local departments of health where our facilities are located.\n\u2022Completed the relocation of the CXT Concrete Buildings facility from Spokane, WA to Boise, ID; and\n\u2022Realigned the Company\u2019s operating segments under two senior business leaders to provide clear line of sight around the opportunities for growth and asset leverage in each of the two segments.\n(a) The Company defines new orders as a contractual agreement between the Company and a third-party in which the Company will, or has the ability to, satisfy the performance obligations of the promised products or services under the terms of the agreement. The Company defines backlog as contractual commitments to customers for which the Company\u2019s performance obligations have not been met, including with respect to new orders and contracts for which the Company has not begun any performance. Management utilizes new orders and backlog to evaluate the health of the industries in which the Company operates, the Company\u2019s current and future results of operations and financial prospects, and strategies for business development. The Company believes that new orders and backlog are useful to investors as supplemental metrics by which to measure the Company\u2019s current performance and prospective results of operations and financial performance. The Company defines its book-to-bill ratio as new orders divided by revenue. Management uses the book-to-bill key performance indicator as a monitoring metric for the levels of backlog a business unit is building (greater than 1.0) or consuming (less than 1.0), which may provide management and investors an indication of current market activity.\n(b) The following tables display reconciliations of non-GAAP financial measures for the years ended December 31, 2020, 2019, and 2018. EBITDA is a financial metric utilized by management to evaluate the Company\u2019s performance on a comparable basis. The Company believes that EBITDA is useful to investors as a supplemental way to evaluate the ongoing operations of the Comp", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax benefit. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00571", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis or Plan of Operation\nThe following Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations (\u201cMD&A\u201d) provides information for the year ended December 31, 2020 and December 31, 2019. This MD&A should be read together with our audited consolidated financial statements and the accompanying notes for the fiscal years ended December 31, 2020 and December 31, 2019.\nThis discussion contains forward-looking statements that involve certain risks and uncertainties. See \u201cForward-Looking Statements\u201d elsewhere in this report.\nOverall Performance\nWe are an early stage internet applications company, engaged in advanced technology and business development in the internet applications space. We have incurred general and administrative costs, marketing expenses and research and development costs since we commenced our current operations in May 2015, against very little revenue.\nThe Company\u2019s audited consolidated financial statements and the accompanying notes for the years ended December 31, 2020 and December 31, 2019, have been prepared on a going concern basis which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. We had negative cash flows from operations of $90,344 and $1,014,724 for the years ended December 31, 2020 and 2019, respectively, with recurring losses and negative working capital of $3,867,587 and $4,329,297 as at December 31, 2020 and 2019, respectively. These conditions raise substantial doubt as to our ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.\nThe continuing operations of the Company are dependent upon our ability to raise adequate financing and to commence profitable operations in the future. The Company may raise additional capital through the sale of its equity securities, through an offering of debt securities, or through loans from related parties. We believe that actions presently being taken to obtain additional funding may provide the opportunity for the Company to continue as a going concern. There is no guarantee, however, that the Company will be successful in achieving these objectives.\nResults of Operations for the Years ended December 31, 2020, and 2019\nNet Comprehensive Loss\nThe Company realized a net comprehensive loss of $2,874,525 for the year ended December 31, 2020 compared to a net comprehensive loss of $3,388,979 for the year ended December 31, 2019.\nRevenue and Cost of Sales\nThe Company recognized $1,015 in revenue for the year ended December 31, 2020 versus $209 in 2019. The company has two sources of revenues: the online sales platform in which we take a 2% fee for all merchant sales made on the platform and promotional products such a t-shirts. Cost of sales were $371 for the year ended December 31, 2020 versus non in 2019.\nOperating Expenses\nThe Company\u2019s total operating expenses for the year ended December 31, 2020 were $1,625,789 compared to $1,171,816 for the year ended December 31, 2019, an increase of $453,973, or 39%).\nFor the year ended December 31, 2020, the Company incurred general and administrative expenses of $607,274 compared to $617,877 for the year ended December 31, 2019, a decrease of $10,603 (2%) primarily attributable to increased software development activity offset by decreases in consulting costs . The following table sets out the material components of the Company\u2019s general and administrative expenses for the years ended December 31, 2020 and 2019.\nResearch and development\nResearch and development costs were $1,014,894 in 2020 versus $553,939 in 2019 owing to increased development activity.\nOther Expenses\nDuring the year ended December 31, 2020, we recorded a gain of $105,000 on our settlement of the McRae affair (See Note 6 to the financial statements). We had no such gains in the previous year.\nDuring the", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1389067_2020.htm (CIK: 1389067, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00572", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations (\u201cMD&A\u201d) is intended to provide a reader of our financial statements with a narrative from the perspective of our management on our financial condition, results of operations, liquidity and certain other factors that may affect our future results. The MD&A should be read in conjunction with the Financial Statements and Notes to the consolidated financial statements.\nImpacts of the Recent Novel Coronavirus (COVID-19)\nThis disclosure discusses the actions the Company has taken in response to the COVID-19 crisis and the impacts that it has had on our business, as well as related known or expected trends.\nCOVID-19 was identified in China in late 2019 and has since spread throughout the world, including throughout the United States (U.S.). COVID-19 has resulted in authorities implementing numerous preventative measures to contain or mitigate the outbreak of the virus, such as travel bans and restrictions, limitations on business activity, quarantines, and shelter-in-place orders.\nThese restrictions and our responses to them are impacting our customers and their use of our products and services. In addition, governments have imposed a wide variety of consumer protection measures that limit how certain businesses, including TMT companies, can operate their businesses and interact with their customers. The crisis and governmental responses to the crisis have also resulted in a slowdown of global economic activity, which has impacted our customers. As a result, prior trends in our business may not be applicable to our operations during the pendency of the crisis.\nThe impact of COVID-19 will depend significantly on the duration and potential cyclicality of the health crisis and the related public policy actions, additional initiatives we undertake in response to employee, market or regulatory needs or demands, the length and severity of the global economic slowdown, and whether and how our customers change their behaviors over the longer term. As a result, the demand for our products and services, as well as our overall results of operations, may be materially and adversely impacted by the pandemic for the duration of 2021 or longer, and we are unable to predict the duration or degree of such impact with any certainty.\nIn response to COVID-19, we have been executing our business continuity plans and evolving our operations to protect the safety of our employees while continuing to provide critical products and services to our customers. Some of the initiatives the Company has undertaken include:\n\u2022Working with our customers to continue to provide our products and services through the pandemic\n\u2022Enhancing our safety protocols including moving the majority of our employees to remote work arrangements\n\u2022Adjusting business operations to address circumstances created by COVID-19\n\u2022Maintaining effective governance and internal controls in a remote work environment\nAs the crisis continues, we may revise our approach to these initiatives or take additional actions to meet the needs of our employees, customers and the Company and to continue to provide our products and services.\nRevenues\nWe generate most of our revenues on a per transaction or subscription basis, which is derived from contracts that extend up to 60 months from execution.\nThe future success of our business depends on the continued growth of Business-to-Business and Business-to-Business-to-Consumer driving customer transactions, and continued expansion of our platforms into the TMT Market globally through Cloud, Messaging and Digital markets. As such, the volume of transactions and our ability to expand our footprint in TMT and globally may result in revenue fluctuations on a quarterly basis.\nMost of our revenues are recorded in U.S. dollars but as we continue to expand our footprint with international carri", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1131554_2020.htm (CIK: 1131554, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00573", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nInformation required by this item regarding executive compensation is incorporated by reference to the information set forth under the captions \"Executive Compensation,\" \"Director Compensation\" and \"Corporate Governance\" in our Proxy Statement.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1424929_2020.htm (CIK: 1424929, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00574", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nThe information required by this item is incorporated by reference to the 2020 proxy statement.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1531152_2020.htm (CIK: 1531152, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00575", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nTHE BRINK\u2019S COMPANY\nMANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF\nFINANCIAL CONDITION AND RESULTS OF OPERATIONS\nAS OF DECEMBER 31, 2020 AND 2019\nAND FOR EACH OF THE YEARS IN THE THREE-YEAR PERIOD ENDED DECEMBER 31, 2020\nOPERATIONS\nThe Brink\u2019s Company offers secure transportation and route-based logistics management services for cash and valuables throughout the world. These services include:\n\u2022Cash-in-transit services - armored vehicle transportation of valuables\n\u2022ATM services - replenishing and maintaining customers\u2019 automated teller machines; providing network infrastructure services\n\u2022Global services - secure international transportation of valuables\n\u2022Cash management services\n\u25e6Currency and coin counting and sorting; deposit preparation and reconciliations; other cash management services\n\u25e6Safe and safe control device installation and servicing (including our patented CompuSafe\u00ae service)\n\u25e6Vaulting services\n\u25e6Check imaging services\n\u2022Payment services - bill payment and collection services on behalf of utility companies and other billers at any of our Brink\u2019s or Brink\u2019s - operated payment locations in Brazil, Colombia, Panama and Mexico, and Brink\u2019s Money\u2122 general purpose reloadable prepaid cards and corporate debit cards in the U.S.\n\u2022Commercial security systems services - design and installation of security systems in designated markets in Europe\n\u2022Guarding services - protection of airports, offices, and certain other locations in Europe and Brazil with or without electronic surveillance, access control, fire prevention and highly trained patrolling personnel\nDuring the fourth quarter of 2020, we implemented changes to our organizational and management structure primarily related to our acquisition of the majority of the cash operations of G4S that resulted in changes to our operating segments. Previously, our business was managed and reported in three operating segments: North America, South America and Rest of World. We now mange our business in four segments, and segment results are reported by these four segments. The four segments are as follows:\n\u2022North America - operations in the U.S. and Canada, including the Brink\u2019s Global Services (\"BGS\") line of business,\n\u2022Latin America - operations in Latin American countries where we have an ownership interest, including the BGS line of business. This segment includes operations in Mexico, which was previously reported in the North America segment,\n\u2022Europe - operations in European countries that primarily provide services outside of the BGS line of business. This segment includes the BGS line of business within these country operations, and\n\u2022Rest of World - operations in European countries that primarily provide BGS services. This segment includes other lines of business within these country operations. This segment also includes operations in the Middle East, Africa and Asia as well as BGS activity in Latin American countries where we do not have an ownership interest.\nPrior period information has been revised to reflect our current segment structure.\nWe believe that Brink\u2019s has significant competitive advantages including:\n\u2022brand name recognition\n\u2022reputation for a high level of service and security\n\u2022risk management and logistics expertise\n\u2022global network and customer base\n\u2022proven operational excellence, and\n\u2022high-quality insurance coverage and financial strength\nWe focus our time and resources on service quality, protecting and strengthening our brand, and addressing our risks. Our marketing and sales efforts are enhanced by the \u201cBrink\u2019s\u201d brand, so we seek to protect and build its value. Because our services focus on handling, transporting, protecting and managing valuables, we strive to understand and manage risk.\nIn order to earn an adequate return on capital, we focus on the effective and efficient use of resources in addition to our pricing discipline. We attempt to maximize the amount of busin", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 78890_2020.htm (CIK: 78890, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00576", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\nThe following discussion of our financial condition and results of operations should be read together with our consolidated financial statements and the notes thereto included elsewhere in this report. This discussion contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1996. Such statements consist of any statement other than a recitation of historical fact and can be identified by the use of forward-looking terminology such as \u201cmay,\u201d \u201cexpect,\u201d \u201canticipate,\u201d \u201cintend\u201d or \u201cestimate\u201d or the negative thereof or other variations thereof or comparable terminology. The reader is cautioned that all forward-looking statements are speculative, and there are certain risks and uncertainties that could cause actual events or results to differ from those referred to in such forward-looking statements (see Item 1A, \u201cRisk Factors\u201d).\nCOMPANY OVERVIEW\nMedytox Solutions, Inc. (\u201cMedytox\u201d) was organized on July 20, 2005 under the laws of the State of Nevada. In the first half of 2011, Medytox\u2019s management elected to reorganize as a holding company, and Medytox established and acquired a number of companies in the medical service and software sector between 2011 and 2014.\nOn November 2, 2015, pursuant to the terms of the Agreement and Plan of Merger, dated as of April 15, 2015, by and among CollabRx, Inc. (\u201cCollabRx\u201d), CollabRx Merger Sub, Inc. (\u201cMerger Sub\u201d), a direct wholly-owned subsidiary of CollabRx formed for the purpose of the merger, and Medytox, Merger Sub merged with and into Medytox, with Medytox as the surviving company and a direct, wholly-owned subsidiary of CollabRx (the \u201cMerger\u201d). Prior to closing, the Company amended its certificate of incorporation to change its name to Rennova Health, Inc. This transaction was accounted for as a reverse merger in accordance with accounting principles generally accepted in the United States of America (\u201cU.S. GAAP\u201d) and, as such, the historical financial statements of Medytox became the historical financial statements of the Company.\nOur Services\nWe are a healthcare enterprise that delivers products and services to our patients. We operate in one business segment: Hospital Operations.\nOn January 13, 2017, we closed on an asset purchase agreement to acquire certain assets related to Scott County Community Hospital, based in Oneida, Tennessee (the \u201cOneida Assets\u201d). The Oneida Assets include a 52,000-square foot hospital building and 6,300 square foot professional building on approximately 4.3 acres. Scott County Community Hospital is classified as a Critical Access Hospital (rural) with 25 beds, a 24/7 emergency department, operating rooms and a laboratory that provides a range of diagnostic services. Scott County Community Hospital closed in July 2016 in connection with the bankruptcy filing of its parent company, Pioneer Health Services, Inc. We acquired the Oneida Assets out of bankruptcy for a purchase price of $1.0 million. The hospital, which has since been renamed Big South Fork Medical Center, became operational on August 8, 2017.\nOn January 31, 2018, the Company entered into an asset purchase agreement to acquire from Community Health Systems, Inc. certain assets related to an acute care hospital located in Jamestown, Tennessee, referred to as Jamestown Regional Medical Center. The purchase was completed on June 1, 2018 for a purchase price of $0.7 million. The hospital was acquired by a newly formed subsidiary, Jamestown TN Medical Center, Inc., and the hospital is an 85-bed facility of approximately 90,000 square feet on over eight acres of land, which offers a 24-hour Emergency Department with two spacious trauma bays and seven private exam rooms, inpatient and outpatient medical services and a Progressive Care Unit which provides telemetry services. The acquisition also included a separate physician practice known as Mountain View Ph", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 931059_2020.htm (CIK: 931059, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00577", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nThe Partnership\u2019s consolidated financial statements required by this item are included in this Annual Report beginning on page.\nItem 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1657788_2020.htm (CIK: 1657788, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00578", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data.\nThe following are included in this section:\nManagement\u2019s Report on Internal Control Over Financial Reporting\nReport of Independent Registered Public Accounting Firm\nConsolidated balance sheets - December 31, 2020 and 2019\nConsolidated statements of income and comprehensive income - years ended December 31, 2020, 2019 and 2018\nConsolidated statements of stockholders\u2019 equity - years ended December 31, 2020, 2019 and 2018\nConsolidated statements of cash flows - years ended December 31, 2020, 2019 and 2018\nFootnotes to consolidated financial statements\nMANAGEMENT\u2019S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING\nThe Management of Republic Bancorp, Inc. (the \u201cCompany\u201d) is responsible for the preparation, integrity, and fair presentation of the Company\u2019s annual consolidated financial statements. All information has been prepared in accordance with U.S. generally accepted accounting principles and, as such, includes certain amounts that are based on Management\u2019s best estimates and judgments.\nManagement is responsible for establishing and maintaining adequate internal control over financial reporting presented in conformity with U.S. generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company\u2019s assets that could have a material effect on the financial statements.\nTwo of the objectives of internal control are to provide reasonable assurance to Management and the Board of Directors that transactions are properly authorized and recorded in the Company\u2019s financial records, and that the preparation of the Company\u2019s financial statements and other financial reporting is done in accordance with U.S. generally accepted accounting principles. There are inherent limitations in the effectiveness of internal control, including the possibility of human error and the circumvention or overriding of controls. Accordingly, even effective internal control can provide only reasonable assurance with respect to reliability of financial statements. Furthermore, internal control can vary with changes in circumstances.\nManagement has made its own assessment of the effectiveness of the Company\u2019s internal control over financial reporting as of December 31, 2020, in relation to the criteria described in the report, Internal Control - Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission (\u201cCOSO\u201d).\nBased on its assessment, Management believes that as of December 31, 2020, the Company\u2019s internal control was effective in achieving the objectives stated above. Crowe LLP has provided its report on the audited 2020 and 2019 consolidated financial statements and on the effectiveness of the Company\u2019s internal control in their report dated February 26, 2021.\nSteven E. Trager\nChairman and Chief Executive Officer\nKevin Sipes\nChief Financial Officer and Chief Accounting Officer\nFebruary 26, 2021\nCrowe LLP\nIndependent Member Crowe Global\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nStockholders and Board of Directors\nof Republic Bancorp, Inc.\nLouisville, Kentucky\nOpinions on the Financial Statements and Internal Control over Financial Reporting\nWe have audited the accompanying consolidated balance sheets of Republic Bancorp, Inc. (the \"Company\") as of Decembe", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 921557_2020.htm (CIK: 921557, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00579", "source": "edgar", "source_license": "public_domain", "text": "Item 8 Financial Statements and Supplementary Data\nThis information appears following Item 16 of this Annual Report on Form 10-K and is incorporated herein by reference.\nItem 9", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1828326_2020.htm (CIK: 1828326, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00580", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7.MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nThe following discussion and analysis of our consolidated financial condition and results of operations should be read in conjunction with our audited consolidated financial statements and related notes included in Part II, Item 8. Financial Statements and Supplementary Data. The following discussion provides an analysis of our results of operations and reasons for material changes therein for 2020 as compared to 2019. Discussion regarding our financial condition and results of operations for 2019 as compared to 2018 is included in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on February 26, 2020.\nOur Business\nThe Company is an industry-leading racing, online wagering and gaming entertainment company anchored by our iconic flagship event, the Kentucky Derby. We own and operate three pari-mutuel gaming entertainment venues with approximately 3,050 historical racing machines (\"HRMs\") in Kentucky. We also own and operate TwinSpires, one of the largest and most profitable online wagering platforms for horse racing, sports and iGaming in the U.S. and we have seven retail sportsbooks. We are also a leader in brick-and-mortar casino gaming in eight states with approximately 11,000 slot machines and video lottery terminals (\"VLTs\") and 200 table games. We were organized as a Kentucky corporation in 1928, and our principal executive offices are located in Louisville, Kentucky.\nFor financial reporting purposes, we aggregate our operating segments into three reportable segments as follows: Churchill Downs, Online Wagering and Gaming. Our operating segments reflect the internal management reporting used by our chief operating decision maker to evaluate results of operations and to assess performance and allocate resources. For additional information, refer to Note 21 to the notes to consolidated financial statements included in Item 8. Financial Statements and Supplementary Data of this Annual Report on Form 10-K.\nImpact of the COVID-19 Global Pandemic\nFor a discussion of the impact of the COVID-19 global pandemic on our Company, refer to \"Impact of the COVID-19 Global Pandemic\", in Part I. Item 1. Business section. Below is a summary of the temporary closures and the current status and restrictions of each property:\nChurchill Downs\n\u2022Churchill Downs Racetrack conducted 65 live racing days during 2020, including 41 spectator-free days in the second and third quarters of 2020, including the 146th Kentucky Oaks and Derby on September 4-5, 2020. Churchill Downs Racetrack suspended simulcast operations on March 15, 2020 and reopened on October 1, 2020.\n\u2022Derby City Gaming temporarily suspended operations on March 15, 2020 and reopened on June 8, 2020. Derby City Gaming is currently restricted to 33% of patron capacity.\nGaming\nWholly-Owned Properties\n\u2022Calder Casino and Racing (\"Calder\") temporarily suspended operations on March 16, 2020 and reopened on June 12, 2020. Operations were temporarily suspended again on July 2, 2020 and reopened on August 31, 2020. Calder currently has a temporary ban on food and beverage on the gaming floor and has certain operating hour restrictions.\n\u2022Fair Grounds Slots, Fair Grounds Race Course and Video Services, LLC (\"VSI\") (collectively, \"Fair Grounds and VSI\"):\n\u25e6Fair Grounds Slots temporarily suspended operations on March 16, 2020 and reopened on June 13, 2020, and is currently restricted to 50% of patron capacity;\n\u25e6Fair Grounds Race Course conducted 73 live racing days during 2020, including 28 spectator-free days from March 13, 2020 through December 31, 2020; and\n\u25e6VSI temporarily suspended operations on March 16, 2020 and reopened on May 18, 2020, and is currently restricted to 50% of patron capacity.\n\u2022Harlow's Casino Resort and Spa (\"Harlow's\") temporarily suspended operations on March 16, 2020 and reopened on May 21, 2020. Harlow\u2019s is currently restricted ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 20212_2020.htm (CIK: 20212, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00581", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nThis analysis of our results of operations should be read in conjunction with the accompanying financial statements, including notes thereto, contained in Item 8 of this Report. This Report contains certain forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act. Statements that are predictive in nature and that depend upon or refer to future events or conditions are forward-looking statements. Although we believe that these statements are based upon reasonable expectations, we can give no assurance that projections will be achieved. Please refer to the discussion of forward-looking statements included in Part I of this Report.\nOverview\nAbout RxAir\nRxAir promotes a healthy lifestyle through the use of its innovative, patented ViraTech air purification technology, thereby improving the quality of life of each and every customer. Independently tested by EPA- and FDA-certified laboratories, the RxAir has been proven to destroy greater than 99% of bacteria and viruses and reduce concentrations of odors and VOCs. The RxAir uses high-intensity germicidal UV lamps that destroy bacteria and viruses instead of just trapping them, setting it apart from ordinary air filtration units. RxAir\u00ae and ViraTech\u00ae are registered trademarks of Vystar Corp. For more information, visit http://www.RxAir.com.\nThe Company\u2019s RxAir product line use 48 inches of high-intensity germicidal UV lamps that destroy bacteria, viruses and other germs instead of just trapping them, setting it apart from ordinary air filtration units. RxAir is one of the few UV air purifiers that have been proven in independent EPA- and FDA- certified testing laboratories to destroy on the first pass 99.6% of harmful airborne viruses and bacteria. In addition to inactivating airborne viruses that cause influenza (flu) and colds, RxAir\u2019s device disarms the airborne pathogens that cause MRSA (staph), strep (whooping cough), tuberculosis (TB), measles, pneumonia and a myriad of other antibiotic-resistant and viral infections.\nThe RxAir product line includes:\n\u25cf RxAir\u2122 Residential Filterless Air Purifier\n\u25cf RX400 \u2122 FDA cleared Class II Filterless Air Purifier\n\u25cf RX3000\u2122 Commercial FDA cleared Class II Air Purifier\nVystar produces the RxAir product line with a world-class manufacturer and an expert U.S. engineer with a full understanding of the RxAir technology. Vystar sells RxAir residential and commercial units via distributors, online and through retail channels. Vystar is assembling the distribution network to relaunch sales of RX400 and RX3000 units to the healthcare and medical markets, which UV Flu had ceased due to a lack of sales force, distribution and cash flow constraints. Once sales are firmly re-established, Vystar expects that the air purification products will produce margins of approximately 70%.\nAbout Rotmans\nRotmans, the largest furniture and flooring store in New England and one of the largest independent furniture retailers in the U.S., encompassing over 170,000 square feet in Worcester, Mass., and employing 83 people, was founded and has been under the leadership of the Rotman family for the past 50 years. Rotmans adds approximately $20 million annually to Vystar\u2019s top line revenue and enables Vystar to capitalize on the infrastructure already in place for accounting, retail sales facilities and staff, customer service, warehousing, and delivery. Significant marketing and advertising opportunities are available for all of Vystar\u2019s brands to Rotmans\u2019 thousands of existing customers. As CEO of both Rotmans and Vystar, Steven Rotman provides continuity of management and customer-focused values for the Company.\nImpact of COVID-19 on Our Business\nThe COVID-19 pandemic has resulted in significant economic disruption and adversely impacted our business. We closed the Rotmans showroom on March 24, 2020. At that time, most", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1308027_2020.htm (CIK: 1308027, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00582", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation.\nThe information required by this item will be included under the heading \u201cCertain Information About Management and Corporate Governance\u201d in our definitive proxy statement for our 2021 Annual Meeting of Stockholders, which will be filed no later than 120 days after December 31, 2020, and such required information is incorporated herein by reference.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1745032_2020.htm (CIK: 1745032, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00583", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nThe following discussion and analysis should be read in conjunction with our consolidated financial statements and related notes included in Item 8. Financial Statements and Supplementary Data and also with Item 1A. Risk Factors of this report. A discussion of changes in our results of operations from 2018 to 2019 has been omitted from this report but may be found in Item 7. Management's Discussion and Analysis, of our Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on February 27, 2020. Further, we encourage you to review the Special Note Regarding Forward-Looking Statements in Part I of this report.\nEXECUTIVE SUMMARY\n2020 Financial Overview of Operations and Liquidity\nCOVID-19 Impact\nDuring 2020, the effects of the coronavirus 2019 (\u201cCOVID-19\u201d) pandemic led to a significant decline in global demand for crude oil and natural gas, contributing to a drastic reduction in commodity prices and negatively impacting oil and natural gas producers located in the United States, including PDC. The commodity price environment may remain volatile for an extended period as a result of reduced global oil and natural gas demand and the global economic recession. We expect to be able to fund our operations, planned capital expenditures, working capital and other requirements during the next 12 months and for the foreseeable future. See Item 1A. Risk Factors for additional information regarding the potential impacts of the COVID-19 pandemic.\nFinancial Matters\nProduction volumes increased 38 percent to 68.4 MMBoe in 2020 compared to 2019. The majority of the increase is attributed to producing properties acquired in the SRC Acquisition. Total liquids production of crude oil and NGLs comprised 60 percent of production in 2020. For the month ended December 31, 2020, we maintained an average production rate of approximately 178,000 Boe per day, up from approximately 139,000 Boe per day for the month ended December 31, 2019.\nCrude oil, natural gas and NGLs sales revenue decreased to $1.2 billion in 2020 compared to $1.3 billion in 2019, driven by a 36 percent decrease in weighted-average realized commodity prices, partially offset by the 38 percent increase in production.\nWe had positive net settlements from commodity derivative contracts of $279.3 million for 2020 as compared to negative net settlements of $17.6 million for 2019.\nThe combined revenue from crude oil, natural gas and NGLs sales and net settlements received on our commodity derivative instruments was $1.4 billion in 2020 and $1.3 billion in 2019.\nIn 2020, we generated a net loss of $724.3 million or, $7.37 per diluted share, compared to net loss of $56.7 million, or $0.89 per diluted share, in 2019. Our net loss for the year ended December 31, 2020 as compared to December 31, 2019 was most significantly impacted by the increase in impairment of properties and equipment and the decrease in crude oil, natural gas and NGLs sales, partially offset by the net commodity price risk management gain.\nAdjusted EBITDAX, a non-U.S. GAAP financial measure, was $990.6 million and $882.7 million, in 2020 and 2019, respectively. Cash flows from operations were $870.1 million and $858.2 million in 2020 and 2019, respectively, and adjusted cash flows from operations, a non-U.S. GAAP financial measure, were $921.6 million and $825.4 million, respectively. Adjusted free cash flow, a non-U.S. GAAP financial measure, was $399.3 million for 2020 as compared to $37.7 million for 2019.\nSee Reconciliation of Non-U.S. GAAP Financial Measures below for a more detailed discussion of these non-U.S. GAAP financial measures and a reconciliation of these measures to the most comparable U.S. GAAP measures.\nSRC Acquisition\nIn January 2020, we merged with SRC in a transaction valued at $1.7 billion, inclusive of SRC's net debt. Upon closing, we issued approximately 38.9 million shares of our", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 77877_2020.htm (CIK: 77877, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00584", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nThe financial statements of the Company included in this report are listed in Part IV, Item 15 of this report.\nItem 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1594686_2020.htm (CIK: 1594686, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00585", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nThe following discussion and analysis of our financial condition, results of operations and cash flow should be read in conjunction with our consolidated financial statements and related notes and with the statistical information and financial data included elsewhere in this Report. References to CVR Partners, the Partnership, \u201cwe\u201d, \u201cus\u201d, and \u201cour\u201d may refer to consolidated subsidiaries of CVR Partners or one or both of the facilities, as the context may require.\nThis discussion and analysis covers the years ended December 31, 2020 and 2019 and discusses year-to-year comparisons between such periods. The discussions of the year ended December 31, 2018 and year-to-year comparisons between the years ended December 31, 2019 and 2018 that are not included in this Annual Report on Form 10-K can be found in \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d in Part II, Item 7 of the Partnership\u2019s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 filed on February 20, 2020, and such discussions are incorporated by reference into this Report.\nReflected in this discussion and analysis is how management views the Partnership\u2019s current financial condition and results of operations along with key external variables and management actions that may impact the Partnership. Understanding significant external variables, such as market conditions, weather, and seasonal trends, among others, and management actions taken to manage the Partnership, address external variables, among others, which will increase users\u2019 understanding of the Partnership, its financial condition and results of operations. This discussion may contain forward looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this Report.\nStrategy and Goals\nMission and Core Values\nOur Mission is to be a top tier North American nitrogen-based fertilizer company as measured by safe and reliable operations, superior performance and profitable growth. The foundation of how we operate is built on five core Values:\n\u2022Safety - We always put safety first. The protection of our employees, contractors and communities is paramount. We have an unwavering commitment to safety above all else. If it\u2019s not safe, then we don\u2019t do it.\n\u2022Environment - We care for our environment. Complying with all regulations and minimizing any environmental impact from our operations is essential. We understand our obligation to the environment and that it\u2019s our duty to protect it.\n\u2022Integrity - We require high business ethics. We comply with the law and practice sound corporate governance. We only conduct business one way-the right way with integrity.\n\u2022Corporate Citizenship - We are proud members of the communities where we operate. We are good neighbors and know that it\u2019s a privilege we can\u2019t take for granted. We seek to make a positive economic and social impact through our financial donations and the contributions of time, knowledge and talent of our employees to the places where we live and work.\n\u2022Continuous Improvement - We believe in both individual and team success. We foster accountability under a performance-driven culture that supports creative thinking, teamwork, diversity and personal development so that employees can realize their maximum potential. We use defined work practices for consistency, efficiency and to create value across the organization.\nOur core Values are driven by our people, inform the way we do business each and every day and enhance our ability to accomplish our mission and related strategic objectives.\nDecember 31, 2020 | 29\nStrategic Objectives\nWe have outlined the following strategic objectives to dri", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1425292_2020.htm (CIK: 1425292, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00586", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nInvestors should consider carefully the following risk factors that could cause our business, operating results and financial condition to be materially adversely affected. We routinely encounter and address risks, some of which may cause our future results to be materially different than we presently anticipate. New risks may emerge at any time, and we cannot predict those risks or estimate the extent to which they may affect our business or financial performance. The categories of risk we have identified in \"Item 1A. Risk Factors\" include risks associated with our operations, governmental regulation and laws, our indebtedness and financial condition. These risk factors should be read in conjunction with the other detailed information concerning IPALCO and IPL set forth in the Notes to the Financial Statements and in \u201cItem 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d herein. The risks and uncertainties described below are not the only ones we face.\nRISKS ASSOCIATED WITH OUR OPERATIONS\nOur electric generating facilities are subject to operational risks that could result in unscheduled plant outages, unanticipated operation and/or maintenance expenses, increased fuel or purchased power costs and other significant liabilities for which we may not have adequate insurance coverage.\nWe operate coal, oil and natural gas generating facilities, which involve certain risks that can adversely affect energy costs, output and efficiency levels. These risks include:\n\u2022unit or facility shutdowns due to a breakdown or failure of equipment or processes;\n\u2022increased prices for fuel and fuel transportation as existing contracts expire or as such contracts are adjusted through price re-opener provisions or automatic adjustments;\n\u2022disruptions in the availability or delivery of fuel and lack of adequate inventories;\n\u2022shortages of or delays in obtaining equipment;\n\u2022loss of cost-effective disposal options for solid waste generated by the facilities;\n\u2022accidents and injuries;\n\u2022reliability of our suppliers;\n\u2022inability to comply with regulatory or permit requirements;\n\u2022operational restrictions resulting from environmental or permit limitations or governmental interventions;\n\u2022construction delays and cost overruns;\n\u2022disruptions in the delivery of electricity;\n\u2022labor disputes or work stoppages by employees;\n\u2022the availability of qualified personnel;\n\u2022events occurring on third party systems that interconnect to and affect our system;\n\u2022operator error; and\n\u2022catastrophic events.\nThe above risks could result in unscheduled plant outages, unanticipated operation and/or maintenance expenses, increased capital expenditures and/or increased fuel and purchased power costs, any of which could have a material adverse effect on our results of operations, financial condition and cash flows. These risks are partially mitigated by our ability to generally pass fuel and purchased power costs through to customers through the Fuel Adjustment Charge (\u201cFAC\u201d). If unexpected plant outages occur frequently and/or for extended periods of time, this could result in adverse regulatory action.\nAdditionally, as a result of the above risks and other potential hazards associated with the power generation industry, we may from time to time become exposed to significant liabilities for which we may not have adequate insurance coverage. Power generation involves hazardous activities, including acquiring, transporting and unloading fuel, operating large pieces of rotating equipment and delivering electricity to transmission and distribution systems. The control and management of these risks depend upon adequate development and training of personnel and on the existence of operational procedures, preventative maintenance plans and specific programs supported by quality control systems which reduce, but do not eliminate, the possibility of the occurrence and impact of these risks.\nThe hazardous activities described above can also", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 728391_2020.htm (CIK: 728391, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00587", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nMANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION\nAND RESULTS OF OPERATIONS\nThis Management\u2019s Discussion and Analysis (\u201cMD&A\u201d) contains \u201cforward-looking statements\u201d, within the meaning of the Private Securities Litigation Reform Act of 1995, which represent our projections, estimates, expectations, or beliefs concerning, among other things, financial items that relate to management\u2019s future plans or objectives or to our future economic and financial performance. In some cases, you can identify these statements by terminology such as \u201cmay\u201d, \u201cshould\u201d, \u201cplans\u201d, \u201cbelieve\u201d, \u201cwill\u201d, \u201canticipate\u201d, \u201cestimate\u201d, \u201cexpect\u201d \u201cproject\u201d, or \u201cintend\u201d, including their opposites or similar phrases or expressions. You should be aware that these statements are projections or estimates as to future events and are subject to a number of factors that may tend to influence the accuracy of the statements. These forward-looking statements should not be regarded as a representation by us or any other person that our events or plans will be achieved. You should not unduly rely on these forward-looking statements, which speak only as of the date of this report. Except as may be required under applicable securities laws, we undertake no obligation to publicly revise any forward-looking statement to reflect circumstances or events after the date of this report or to reflect the occurrence of unanticipated events.\nYou should review the factors and risks we describe under \u201cRisk Factors\u201d in this report on Form 10-K for the year ended June 30, 2020 and in our other filings with the Securities and Exchange Commission, available at www.sec.gov. Actual results may differ materially from any forward-looking statement.\nKintara Therapeutics, Inc. is the parent company of Del Mar (BC), a British Columbia, Canada corporation, and Adgero Biopharmaceuticals Holdings, Inc., a Delaware corporation (\u201cAdgero\u201d), which are clinical stage companies with a focus on the development of drugs for the treatment of cancer. The Company is also the parent company to Callco and Exchangeco which are British Columbia, Canada corporations. Callco and Exchangeco were formed to facilitate the Reverse Acquisition. In connection with the merger described below, the Company is also the parent company of Adgero Biopharmaceuticals, Inc., formerly a wholly-owned subsidiary of Adgero.\nReferences to \u201cwe\u201d, \u201cus\u201d, and \u201cour\u201d, refer to Kintara Therapeutics, Inc. and our wholly-owned subsidiaries, Del Mar (BC), Adgero, Adgero Biopharmaceuticals, Inc., Callco and Exchangeco.\nCorporate History\nWe are a Nevada corporation formed on June 24, 2009 under the name Berry Only, Inc. On January 25, 2013, we entered into and closed an exchange agreement (the \u201cExchange Agreement\u201d), with Del Mar Pharmaceuticals (BC) Ltd. (\u201cDel Mar (BC)\u201d), 0959454 B.C. Ltd. (\u201cCallco\u201d), and 0959456 B.C. Ltd. (\u201cExchangeco\u201d) and the security holders of Del Mar (BC). Upon completion of the Exchange Agreement, Del Mar (BC) became our wholly-owned subsidiary (the \u201cReverse Acquisition\u201d).\nOn June 10, 2020, we entered into an Agreement and Plan of Merger and Reorganization (the \u201cMerger Agreement\u201d), dated as of June 9, 2020, by and among Adgero Acquisition Corp., our wholly-owned subsidiary incorporated in the State of Delaware (\u201cMerger Sub\u201d), and Adgero. On August 19, 2020, upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub merged with and into Adgero (the \u201cMerger\u201d), the separate corporate existence of Merger Sub ceased and Adgero continued its existence under Delaware law as the surviving corporation in the Merger and became our direct, wholly-owned subsidiary. As a result of the Merger, each issued and outstanding share of Adgero common stock, par value $0.0001 per share (the \u201cAdgero Common Stock\u201d) (other than treasury shares held by Adgero), was converted automatically into the right to receive 1.5740", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1498382_2020.htm (CIK: 1498382, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00588", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nSummary Compensation\nThe following table summarizes information regarding the compensation awarded to, earned by or paid to, our Chief Executive Officer, and our other most highly compensated executive officers who earned in excess of $100,000 during the year ended December 31, 2020, 2019 and 2018:\n(*resigned August 31, 2020)\nNotes:\n(1)\nThe above listed officers had accrued salaries of $783,416 at December 31, 2019 and $798,580 at December 31, 2018. During the year ended December 31, 2019, three officers forgave $400,000 in accrued salaries as part of the debt restructuring agreement. At December 31,2020 the aggregate accrued compensation to such officers totaled $1,156,749 (including $238,314 accrued for Frank Garcia through August 31, 2020).\n(2)\nThe officers\u2019 salary incurred (and total compensation) for the year ended December 31,2020 totaled $150,000 for Robert Rositano Jr., $150,000 for Dean Rositano and $73,333 for Frank Garcia.\nCompensation for Executive Officers and Directors\nCompensation arrangements for our named executive officers and directors are described below.\nEmployment Agreement - Robert Rositano Jr\nEffective January 19, 2014, the Company, entered into an employment agreement with Robert Rositano to serve as Chief Executive Officer and Secretary of Friendable, Inc. for a term of two years with automatic renewals for similar two year periods pursuant to the terms of the agreement. Robert Rositano\u2019s duties shall include the duties and responsibilities for the Company\u2019s corporate and administration offices and positions as set forth by the Company and such other duties and responsibilities as the board of directors may from time to time reasonably assign to Robert Rositano. The employment agreement provides, among other things, that Robert Rositano will be eligible for participation in any employee benefit plan,retirement plan, and option plan maintained by Friendable, Inc.; receive a base salary of $150,000 per year; and receive reimbursement for ordinary and necessary business expenses incurred by Robert Rositano in connection with the performance of his duties as Chief Executive Officer and Secretary. During the year, only a portion of the salary was paid and the balance was accrued. Upon a successful launch of Friendable, Inc.\u2019s products and services and reaching the first 1,000,000 registered users, Robert Rositano will receive a bonus of $50,000 and his base salary will be increased to $200,000 annually. When Friendable, Inc. reaches a cumulative 5,000,000 registered users or more, Robert Rositano will receive a bonus of $75,000 and his base salary will be increased to $250,000 annually. After the above goals are achieved, his base salary will begin being increased semi-annually at a minimum rate of 10% or higher, as determined by the board of directors or a committee established by the board of directors for compensation purposes. If Friendable, Inc. is unable to pay executive salary or bonuses, the amounts owed will be accrued as a convertible note. The note can be converted into common stock, at Robert Rositano\u2019s sole discretion. The Company may terminate Robert Rositano\u2019s employment prior to the end of his employment period by a majority vote of the board of directors, excluding Robert Rositano\u2019s vote. If we terminate Robert Rositano\u2019s employment prior to the end of his employment period without cause, which shall also include termination in the event of a change in control, Robert Rositano shall be entitled to his base salary in effect on the date of his termination for a period of twenty-four (24) months following the date of such termination, in one lump sum payment within fourteen (14) days of termination or as otherwise agreed to in writing. Furthermore, any unvested options granted to Robert Rositano will immediately vest. If we terminate his employment with cause, he will be entitled to his base salaryand commission schedule in effect on the date of termination for", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1414043_2020.htm (CIK: 1414043, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00589", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nNo executive officer has received any cash compensation for services rendered to us. Commencing on April 4, 2019 through the earlier of consummation of our initial business combination and our liquidation, we are obligated to pay two of our independent directors, Messrs. Marx and Colaco, an annual fee of $25,000, each. Our sponsor, officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers, directors or our or any of their affiliates. No compensation will be paid to our executive officers and directors pursuant to the Proposed Business Combination.\nAfter the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting, management or other compensation from the combined company. All compensation will be fully disclosed to shareholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our shareholders in connection with a proposed business combination. It is unlikely the amount of such compensation will be known at the time, because the directors of the post-combination business will be responsible for determining executive officer and director compensation. Any compensation to be paid to our officers after the completion of our initial business combination will be determined by a compensation committee constituted solely by independent directors.\nWe are not party to any agreements with our executive officers and directors that provide for benefits upon termination of employment. The existence or terms of any such employment or consulting arrangements may influence our management\u2019s motivation in identifying or selecting a target business, and we do not believe that the ability of our management to remain with us after the consummation of our initial business combination should be a determining factor in our decision to proceed with any potential business combination.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1763731_2020.htm (CIK: 1763731, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00590", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Representation of Other Persons by Voting Trustees.\n\ufeff\nThe Voting Trustees represented no persons other than holders of Voting Trust Interests under the Voting Trust Agreement during the year.\n\t\t\t\n\t\t\n\t\t\t\n\t\t\n\ufeff\nItem 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 205402_2020.htm (CIK: 205402, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00591", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nThe following identifies the elements of compensation for fiscal years 2020 and 2019 with respect to our \u201cnamed executive officers,\u201d which term is defined by Item 402 of the SEC\u2019s Regulation S-K to include (i) all individuals serving as our principal executive officer at any time during fiscal year 2020, (ii) our two most highly compensated executive officers other than the principal executive officer who were serving as executive officers at September 30, 2020 and whose total compensation (excluding nonqualified deferred compensation earnings) exceeded $100,000, and (iii) up to two additional individuals for whom disclosure would have been provided pursuant to the foregoing item (ii) but for the fact that the individual was not serving as an executive officer of the Company at September 30, 2020.\nBased on our compensation for the fiscal year ended September 30, 2020, Bart Mitchell, Rod Whiton and Christopher Rego constitute our only \u201cnamed executive officers\u201d pursuant to Item 402 of Regulation S-K.\nSummary Compensation Table\n1) Rod K. Whiton acted as our president from June 2, 2020 to September 30, 2020, and our Principal Executive Officer from August 4, 2020 to September 30, 2020.\n2) Christopher Rego acted as our president of one of our operating subsidiaries from February 5, 2020 to April 30, 2020, and CEO from May 1,, 2020 to September 30, 2020. Mr. Rego was our Principal Executive Officer from May 1, 2020 to August 4, 2020.\n3) Bart Mitchell acted as our CEO from October 1, 2019 to April 29, 2020, when he was replaced by Mr. Rego, and as our president from May 2020 to June 2, 2020, when he resigned. Mr. Mitchell acted as our CFO and COO from October 15, 2018 to September 30, 2019. Mr. Mitchell was our Principal Executive Officer from October 1, 2019 to April 30, 2020.\n4) Consists of 166,667 shares issued to Mr. Mitchell in 2019 as a bonus under his employment agreement valued at $10,000, and 112,739 shares issued to Mr. Mitchell in 2019 for board compensation valued at $6,764.\n5) Consists of $50,000 of severance paid to Mr. Mitchell in 2020 upon his resignation, and a cash amounts paid to Mr. Mitchell of $10,416 in 2019 for board compensation.\nThe Company does not provide its officers or employees with pension, stock appreciation rights, long-term incentive or other plans. The Company does not have a defined benefit, pension, profit sharing plan but does offer a 401(k) plan. We did not grant any stock options or stock appreciation rights to our named executive officers in the last fiscal year. We did not reprice any options or stock appreciation rights during the last fiscal year. We did not waive or modify any specified performance target, goal or condition to payout with respect to any amount included in any incentive plan compensation included in the summary compensation table.\nCompensation Philosophy\nThe Board is responsible for creating and reviewing the compensation of our executive officers, as well as overseeing our compensation and benefit plans and policies and administering our equity incentive plans. We believe in providing a competitive total compensation package to its executives through a combination of base salary, annual performance bonuses, and long-term equity awards. The executive compensation program is designed to achieve the following objectives:\n\u25cf provide competitive compensation that will help attract, retain and reward qualified executives;\n\u25cf align executives\u2019 interests with our success by making a portion of the executive\u2019s compensation dependent upon corporate performance; and\n\u25cf align executives\u2019 interests with the interests of stockholders by including long-term equity incentives.\nThe Board believes that our executive compensation program should include annual and long-term components, including cash and equity-based compensation, and should reward consistent performance that meets or exceeds expectations. The Board evaluates both performance and compensation to ", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1394638_2020.htm (CIK: 1394638, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00592", "source": "edgar", "source_license": "public_domain", "text": "Item 6.\nSelected Financial Data\nPursuant to Release No. 33-10890 (including the transition guidance therein), which was adopted by the SEC on November 19, 2020, the Company has elected to exclude the disclosures formerly required by this Item 6.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1819510_2020.htm (CIK: 1819510, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00593", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11.EXECUTIVE COMPENSATION\nInformation required by this Item will be contained in the 2021 Proxy Statement under the captions \u201c2020 Executive Compensation\u201d and \u201c2020 Director Compensation\u201d and is incorporated herein by this reference, provided that the Compensation and Management Development Committee Report shall not be deemed to be \u201cfiled\u201d with this Annual Report on Form 10-K.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 822416_2020.htm (CIK: 822416, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00594", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nBoard of Directors and Shareholders\nFARO Technologies, Inc.\nOpinion on the financial statements\nWe have audited the accompanying consolidated balance sheets of FARO Technologies, Inc. (a Florida corporation) and subsidiaries (the \u201cCompany\u201d) as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive income (loss), changes in shareholders\u2019 equity, and cash flows for each of the three years in the period ended December 31, 2020, and the related notes (collectively referred to as the \u201cfinancial statements\u201d). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.\nWe also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (\u201cPCAOB\u201d), the Company\u2019s internal control over financial reporting as of December 31, 2020, based on criteria established in the 2013 Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (\u201cCOSO\u201d), and our report dated February 17, 2021 expressed an unqualified opinion.\nBasis for opinion\nThese financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\nCritical audit matters\nThe critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.\nReserve for excess and obsolete inventory\nAs described further in Note 1 to the financial statements, the reserve for excess and obsolete inventory is established utilizing the Company\u2019s past sales history and future sales forecasts. Inventory is considered to be potentially obsolete if the product has been withdrawn from the market or the product had no sales for the past 12 months and the product has no sales forecasted for the next 12 months. Inventory is considered potentially", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 917491_2020.htm (CIK: 917491, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00595", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations\nThe following discussion should be read in conjunction with the consolidated financial statements and notes thereto that are included in this Annual Report on Form 10-K. Capitalized terms not defined in this Item 7 shall have the definitions ascribed to those terms in Items 1-6 of this Annual Report on Form 10-K.\nRecent Developments\nRestructuring & Going Concern\nThe Company has engaged in discussions with certain holders of the Company\u2019s Senior Notes due 2024 (the \"Senior Notes\") and certain stakeholders with respect to potential deleveraging or restructuring transactions. These discussions have included negotiations of the terms and conditions of a financial restructuring (the \"Restructuring\") of the existing debt of, existing equity interests in, and certain other obligations of the Company and certain of its direct and indirect subsidiaries (the \"Company Parties\"). The Restructuring may need to be implemented pursuant to a plan of reorganization (\"Plan\") to be filed in cases commenced under chapter 11 (\"Chapter 11 Cases\") of the United States Bankruptcy Code (the \"Bankruptcy Code\"). Although the Company continues to be open to all discussions with the holders of its Senior Notes and other stakeholders regarding a potential Restructuring, there can be no assurance we will reach an agreement regarding a Restructuring in a timely manner, on terms that are attractive to us, or at all. The Company expects to continue to provide quality service to its customers without interruption and work with its business partners as usual during the course of these discussions and any potential transaction.\nOn February 15, 2021, we deferred the approximately $23.2 million semi-annual interest payment on the Senior Notes and commenced a 30-day grace period under the terms of the indenture governing the Senior Notes. We elected to enter into the grace period in order to collaborate with our Noteholders regarding the Restructuring. The Company does not expect to make the interest payment on the last day of such grace period. The failure to make the interest payment will result in an event of default on March 17, 2021 under the indenture governing the Senior Notes, which will result in a cross default under the credit agreements governing our credit facilities. On March 16, 2021, we entered into forbearance agreements (the \u201cForbearance Agreements\u201d) with certain holders of our Senior Notes and the administrative agents of our corporate credit facilities, on behalf of the lenders under such facilities, pursuant to which, among other things, the forbearing parties agreed not to exercise any rights and remedies available to them under the indenture governing the Senior Notes or applicable credit agreement, as applicable, related to the missed interest payment or certain other defaults (in the case of the credit agreements) until the earlier of March 31, 2021 and the occurrence of any of the early termination events specified in the agreements (the \u201cForbearance Periods\u201d). There are no assurances that we will be able to extend the Forbearance Periods or that our lenders or noteholders will not accelerate our indebtedness outstanding under the Senior Notes or our credit facilities after the expiration of the Forbearance Periods.\nOur intentions are to consummate the Restructuring and to generate sufficient liquidity from the Restructuring to meet our obligations and operating needs. These factors, among others, create substantial doubt about the Company\u2019s ability to continue as a going concern. In connection with the preparation of the Consolidated Financial Statements, we conducted an evaluation as to whether there were conditions and events, considered in the aggregate, which raised substantial doubt as to the Company\u2019s ability to continue as a going concern within one year after the date of the issuance of the Consolidated Financial Statements. As reflected i", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1594686_2020.htm (CIK: 1594686, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00596", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nMarket risk includes risks that arise from changes in interest rates, foreign currency exchange rates, commodity prices, equity prices and other market changes that affect market sensitive instruments. The prices of securities held by us may decline in response to certain events, including those directly involving the companies whose securities are owned by us; conditions affecting the general economy, including public health emergencies, such as COVID-19; overall market changes; local, regional or global political, social or economic instability; and interest rate fluctuations.\nThe primary risk we believe we are exposed to is interest rate risk. Because we borrow money to make investments, our net investment income is dependent upon the difference between the rate at which we borrow funds and the rate at which we invest those funds. As a result, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income. We use a combination of debt and equity capital to finance our investing activities. We may use interest rate risk management techniques from time to time to limit our exposure to interest rate fluctuations. Such techniques may include various interest rate hedging activities to the extent permitted by the 1940 Act.\nAll of our variable-rate debt investments have rates generally associated with either the current LIBOR or prime rate. As of September 30, 2020, our portfolio of debt investments on a principal basis consisted of the following:\nTo illustrate the potential impact of changes in market interest rates on our net increase in net assets resulting from operations, we have performed the following hypothetical analysis, which assumes that our balance sheet and contractual interest rates remain constant as of September 30, 2020 and no further actions are taken to alter our existing interest rate sensitivity.\nAlthough management believes that this analysis is indicative of our existing interest rate sensitivity, it does not adjust for potential changes in credit quality, size and composition of our loan portfolio on the balance sheet and other business developments, including any replacement of LIBOR, that could affect net increase in net assets resulting from operations or otherwise impact our results or operations. Accordingly, actual results could differ significantly from those in the hypothetical analysis in the table above.\nWe may also experience risk associated with investing in securities of companies with foreign operations. Some of our portfolio companies have operations located outside the U.S. These risks include fluctuations in foreign currency exchange rates, imposition of foreign taxes, changes in exportation regulations and political and social instability.\nITEM 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1143513_2020.htm (CIK: 1143513, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00597", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nDiscussion of our business and operations included in this Annual Report on Form 10-K should be read together with the risk factors set forth below. They describe various risks and uncertainties we are or may become subject to, many of which are difficult to predict or beyond our control. These risks and uncertainties, together with other factors described elsewhere in this report, have the potential to affect our business, financial condition, results of operations, cash flows, strategies or prospects in a material and adverse manner.\nRisk Factors Summary\nOur business is subject to a number of risks, including risks that may prevent us from achieving our business objectives or may adversely affect our business, financial condition, results of operations, cash flows, strategies or prospects. These risks are discussed more fully below and include, but are not limited to, risks related to:\n\u2022Operational Risks Related to Our Business:\n\u25e6the impact of the COVID-19 pandemic;\n\u25e6our ability to acquire finished lots and land parcels suitable for residential homebuilding at reasonable prices;\n\u25e6labor and raw material shortages and price fluctuations that could delay or increase the cost of home construction;\n\u2022Industry and Economic Risks:\n\u25e6the tightening of mortgage lending standards and mortgage financing requirements, and rising mortgage interest rates;\n\u25e6federal income tax credits currently available to builders of certain energy efficient homes may not be extended by future legislation;\n\u25e6the housing market may not continue to grow at the same rate, or may decline;\n\u25e6the homebuilding industry is highly competitive;\n\u25e6new and existing laws and regulations or other governmental actions, including environmental, health and safety laws and regulations;\n\u25e6increasing attention to environmental, social and governance matters;\n\u25e6the seasonal nature of our business;\n\u2022Strategic Risks Related to Our Business:\n\u25e6our growth or expansion strategies may not be successful;\n\u2022Risks Related to Our Organization and Structure:\n\u25e6we depend on key management personnel and other experienced employees;\n\u25e6our use of leverage in executing our business strategy;\n\u25e6we are a holding company, and we are accordingly dependent upon distributions from our subsidiaries to service our debt and pay dividends, if any, taxes and other expenses;\n\u2022General Risks:\n\u25e6we may be subject to litigation, arbitration or other claims;\n\u25e6information system failures, cyber incidents or breaches in security;\n\u25e6complex and evolving U.S. laws and regulations regarding privacy and data protection; and\n\u25e6access to financing sources may not be available on favorable terms, or at all.\nOperational Risks Related to Our Business\nOur business could be materially and adversely disrupted by an epidemic or pandemic (such as the present outbreak and worldwide spread of COVID-19), or similar public threat, or fear of such an event, and the measures that federal, state and local governments and other authorities implement to address it.\nAn epidemic, pandemic or similar serious public health issue, and the measures undertaken by governmental authorities to address it, could significantly disrupt or prevent us from operating our business in the ordinary course for an extended period, and thereby, along with any associated economic and social instability or distress, have a material adverse impact on our business, financial condition, results of operations, cash flows, strategies or prospects.\nOn March 11, 2020, the World Health Organization declared the current outbreak of the novel strain of coronavirus (\u201cCOVID-19\u201d) to be a global pandemic, and on March 13, 2020, the United States declared a national emergency. In response to these declarations and the rapid spread of COVID-19, federal, state and local governments imposed varying degrees of\nrestrictions on business and social activities to contain COVID-19, including business shutdowns and closures, travel restrictions, quarantines, curfews, shelte", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax credit. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00598", "source": "edgar", "source_license": "public_domain", "text": "Item 7a. Quantitative And Qualitative Disclosures About Market Risk\nAs a smaller reporting company, we are not required to provide this information.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1081938_2020.htm (CIK: 1081938, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00599", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nRequired by Article 8 of Regulation S-X:\nFinancial Statements:\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nTo the Board of Directors and Stockholders of 3D Makerjet, Inc.:\nWe were engaged to audit the accompanying balance sheets of 3D Makerjet, Inc. (\u201cthe Company\u201d) as of July 31, 2020 and 2019 and the related statement of operations, stockholders\u2019 equity (deficit) and cash flows for the years then ended. As described in the following paragraph, because the Company\u2019s records were not sufficient, we were not able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on the financial statements, and we do not express, an opinion on these financial statements.\nBasis for Disclaimer Opinion:\nWe were not engaged as auditors of the Company until February of 2021 at which time much of the audit evidence necessary to provide a basis for an audit opinion had been destroyed or lost. We were unable to satisfy ourselves by other audit procedures concerning the assets and liabilities held at July 31, 2020 and 2019, as well as the revenues and expenses recognized for the year then ended. As a result of these matters, we were unable to determine whether any adjustments might have been found necessary in respect of recorded or unrecorded assets, liabilities, revenue and expenses.\nWe conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Because of the matters described in the Basis for Disclaimer Opinion paragraph above, however, we were not able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion.\nThe company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the Company's internal control over financial reporting. Accordingly, we express no such opinion.\nBecause of the significance of the matters described in the Basis for Disclaimer Opinion paragraph, we have not been able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion. Accordingly, we do not express an opinion on these financial statements.\nSubstantial Doubt about the Company\u2019s Ability to Continue as a Going Concern\nThe accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company\u2019s significant operating losses raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.\n/s/ BF Borgers CPA PC\nB F Borgers CPA PC\nWe have served as the Company's auditor since 2021\nLakewood, CO\nFebruary 16, 2021\n3D Makerjet, Inc.\nBalance Sheets\n(Unaudited)\nThe accompanying notes are an integral part of the consolidated financial statements.\n3D Makerjet, Inc.\nStatements of Operations\n(Unaudited)\nThe accompanying notes are an integral part of the consolidated financial statements.\n3D Markerjet, Inc\nStatements of Changes in Shareholders Equity\n(Unaudited)\nThe accompanying notes are an integral part of the consolidated financial statements.\n3D Markerjet, Inc\nStatements of Cash flows\n(Unaudited)\nThe accompanying notes are an integral part of", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1458023_2020.htm (CIK: 1458023, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00600", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data.\nIndex to Consolidated Financial Statements\nPage\nReport of Independent Registered Public Accounting Firm\nConsolidated Balance Sheets\nConsolidated Statements of Operations\nConsolidated Statements of Cash Flows\nConsolidated Statements of Stockholders\u2019 Equity (Deficit)\nNotes to Consolidated Financial Statements\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nTo the Board of Directors and Stockholders\nAdvanced Container Technologies, Inc.\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheets of Advanced Container Technologies, Inc. (the \u201cCompany\u201d) as of December 31, 2020 and 2019, and the related consolidated statements of operations, stockholders\u2019 equity (deficit), and cash flows for each of the years in the two-year period ended December 31, 2020, and the related notes (collectively referred to as the \u201cconsolidated financial statements\u201d). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2020 and 2019, and the consolidated results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.\nGoing Concern\nThe accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the Company has a working capital deficit, continued operating losses since inception, and has notes payable that are currently in default. These matters raise substantial doubt about the Company\u2019s ability to continue as a going concern. Management\u2019s plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.\nBasis for Opinion\nThese consolidated financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (\u201cPCAOB\u201d) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company\u2019s internal control over financial reporting. Accordingly, we express no such opinion.\nOur audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.\nCritical Audit Matters\nThe critical audit matters communicated below are matters arising from the current perio", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1096950_2020.htm (CIK: 1096950, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00601", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nManagement\u2019s Report on Internal Control Over Financial Reporting\nThe management of Exelon Corporation (Exelon) is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.\nBecause of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.\nExelon\u2019s management conducted an assessment of the effectiveness of Exelon\u2019s internal control over financial reporting as of December 31, 2020. In making this assessment, management used the criteria in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, Exelon\u2019s management concluded that, as of December 31, 2020, Exelon\u2019s internal control over financial reporting was effective.\nThe effectiveness of Exelon\u2019s internal control over financial reporting as of December 31, 2020, has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.\nFebruary 24, 2021\nManagement\u2019s Report on Internal Control Over Financial Reporting\nThe management of Exelon Generation Company, LLC (Generation) is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.\nBecause of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.\nGeneration\u2019s management conducted an assessment of the effectiveness of Generation\u2019s internal control over financial reporting as of December 31, 2020. In making this assessment, management used the criteria in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, Generation\u2019s management concluded that, as of December 31, 2020, Generation\u2019s internal control over financial reporting was effective.\nFebruary 24, 2021\nManagement\u2019s Report on Internal Control Over Financial Reporting\nThe management of Commonwealth Edison Company (ComEd) is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.\nBecause of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 8192_2020.htm (CIK: 8192, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00602", "source": "edgar", "source_license": "public_domain", "text": "Item 11.Executive Compensation\nThe information required by this item will be set forth in our Proxy Statement relating to our annual meeting of stockholders to be filed with the Securities and Exchange Commission within 120 days after December 31, 2020 and is incorporated herein by reference.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1739936_2020.htm (CIK: 1739936, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00603", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nFor a list of financial statements and supplementary data filed as part of this Annual Report, see the Index to Financial Statements beginning at page of this Annual Report.\nITEM 9", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1393772_2020.htm (CIK: 1393772, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00604", "source": "edgar", "source_license": "public_domain", "text": "Item 6. SELECTED FINANCIAL DATA.\nSummary Consolidated Financial Data\nSummary Consolidated Financial Data - Continued\n(1)\nTangible calculations eliminate the effect of goodwill and acquisition-related intangible assets and the corresponding amortization expense on a tax-effected basis.\n(2)\nSee \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations - Table 25,\u201d for the non-GAAP tabular reconciliation.\n(3)\nSee \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations - Table 26,\u201d for the non-GAAP tabular reconciliation.\n(4)\nSee \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations - Table 27,\u201d for the non-GAAP tabular reconciliation.\n(5)\nFully taxable equivalent (assuming an income tax rate of 39.225% for 2016-2017, 26.135% for 2018, 25.819% for 2019 and 26.135% for 2020).\n(6)\nSee \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations - Table 29,\u201d for the non-GAAP tabular reconciliation.\n(7)\nSee \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations - Table 28,\u201d for the non-GAAP tabular reconciliation.\n(8)\nLeverage ratio is Tier 1 capital to quarterly average total assets less intangible assets and gross unrealized gains/losses on available-for-sale investment securities.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax rate. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00605", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11 - EXECUTIVE COMPENSATION\nThe following table provides certain summary information concerning compensation awarded to, earned by or paid to our Chief Executive Officer, the two highest paid executive officers and up to two other highest paid individuals whose total annual salary and bonus exceeded $100,000 for the years ended December 31, 2020 and 2019.\n(a) As of December 31, 2020, there was an accrual of $185,474 related to Mr. Ponder\u2019s 2020 salary base salary. This amount was included in accounts payable and accrued liabilities on the consolidated balance sheet.\n(b) As of December 31, 2020, there was an accrual of $202,096 related to Mr. Hayter\u2019s 2020 base salary. This amount was included in accounts payable and accrued liabilities on the consolidated balance sheet.\n(c) This amount represents a car allowance.\nOutstanding Equity Awards at Fiscal Year-End\nThere were no outstanding equity awards held by the named executive officers as of December 31, 2020.\nEmployment Contracts and Termination of Employment and Change-In-Control Arrangements\nRoger M. Ponder employment agreement\nOn June 6, 2017, the Board of Directors (the \u201cBoard\u201d) of our company appointed Roger M. Ponder to serve as our Chief Executive Officer, effective immediately. Mr. Ponder, age 67, has served as a director of our company since April 2017. Mr. Ponder has been the President and Chief Executive Officer of Summit Capital Advisors LLC and Summit Broadband LLC a provider of consulting services to private equity and institutional banking entities in the telecommunications, cable and media/internet sectors, since August 2009. Mr. Ponder had served as a member of the board of directors of InterCloud Systems, Inc., and served as its Chief Operating Officer from November 2012 to March 2015. From January 2005 to August 2009, he was the President - Midwest/Kansas City Division of Time Warner Cable. Mr. Ponder was a member of the United Way Board of Trustees - Kansas City from January 2006 to January 2011. Mr. Ponder received his B.S. from Rollins College in Business Administration and Economics. Mr. Ponder brings extensive business development, strategic planning and operational experience to our company.\nWe entered into an employment agreement (the \u201cPonder Agreement\u201d) with Mr. Ponder, effective as of June 1, 2018. The form of the Ponder Agreement was approved by the Board. The following is a brief summary of the material terms of the Ponder Agreement.\nThe Ponder Agreement has a three-year term and will automatically renew for successive one-year terms unless our company or Mr. Ponder elects to terminate the agreement by giving 60 days\u2019 notice prior to the end of the current term. Mr. Ponder will receive a base annual salary of $350,000, which may be increased (but not decreased) by the Board (or a committee thereof) in its sole discretion.\nIn addition, Mr. Ponder is entitled to receive annual incentive (bonus) compensation as the Board shall determine. His target bonus is equal to 60% of Mr. Ponder\u2019s base salary for that fiscal year. Mr. Ponder was also granted a stock option to purchase shares of our common stock as determined by the Board under our Performance Incentive Plan, to participate in various employee benefit plans and to be reimbursed for out-of-pocket expenses. Mr. Ponder currently holds 14,062 shares of our common stock.\nIn the event that Mr. Ponder\u2019s employment is terminated without \u201cCause\u201d or he terminates his employment for \u201cGood Reason\u201d not in connection with a \u201cChange in Control\u201d (as such terms are defined in the Ponder Agreement), our company shall pay to Mr. Ponder an amount equal to the sum of (x) twenty-four (24) months of his base salary at the monthly rate in effect on the date of termination, plus (y) two (2) times his target bonus for the fiscal year in which the termination occurs, an amount equal to any unpaid bonus from the previous year, and all equity-based awards shall vest. In addition, we shall pay Mr. Ponder an amount equal to", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1413891_2020.htm (CIK: 1413891, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00606", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nThe risks described below could materially and adversely affect our business, financial condition and results of operations. We could also be affected by additional risks that apply to all companies operating in the U.S., as well as other risks that are not presently known to us or that we currently consider to be immaterial. These Risk Factors should be carefully reviewed in conjunction with Management's Discussion and Analysis of Financial Condition and Results of Operations in Item 7 and our Financial Statements and Supplementary Data in Item 8 of this Report. For ease of review, the risk factors generally have been grouped into categories, but many of the risks described in a given category relate to multiple categories.\nRisks Related to General Economic Factors\nThe Company has incurred a material drop in advertising revenues as COVID-19 continues.\nCertain aspects of our operating results have experienced lower revenue and profitability over the last several years and these trends are expected to continue in the future. However, the COVID-19 pandemic and government restrictions caused significant and immediate declines in demand for certain of our products and services, and ultimately in advertising revenue.\nOur advertising revenues may decline due to weakness in the brick and mortar retail sector.\nA significant portion of our revenue is derived from advertising. The demand for advertising is sensitive to the overall level of economic strength, both in the markets in which we operate and nationally. Also, the decline in the financial or economic conditions of our advertisers could alter discretionary spending by advertisers. Certain segments of the economy have been challenged in recent years, particularly in the brick and mortar retail sector, and total advertising revenues have declined as a result. Advertising revenues may worsen if advertisers reduce their budgets, shift their spending priorities, are forced to consolidate or cease operations.\nOur ability to generate revenue is highly sensitive to the strength of the economies in which we operate and the demographics of the local communities that we serve.\nOur advertising and marketing services revenues and subscription revenues depend upon a number of factors, including, among others, the size and demographic characteristics of the local population and the local economic conditions in general and the economic condition of the retail segments of the communities that our publications serve. In the case of an economic downturn in a market, our publications, revenues, and profitability in that market could be adversely affected. Our advertising and marketing services revenues could also be affected by negative trends in the general economy that affect consumer spending. The advertisers in our newspapers and other publications and related websites are primarily retail businesses that can be significantly affected by regional or national economic downturns and other developments. Declines in the U.S. economy could also significantly affect key advertising revenue categories, such as help wanted, real estate, and automotive.\nUncertainty and adverse changes in the general economic conditions of markets in which we participate may negatively affect our business.\nCurrent and future economic conditions are inherently uncertain. It is difficult to estimate the level of growth or contraction for the economy as a whole, and even more difficult to estimate growth or contraction in various parts, sectors and regions of the economy, including the markets our publications serve. Adverse changes may occur as a result of weak global economic conditions, declining oil prices, wavering consumer confidence, unemployment, declines in stock markets, contraction of credit availability, declines in real estate values, natural disasters, or other factors affecting economic conditions in general. These changes may negatively affect the sales of our products, increase exposur", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 58361_2020.htm (CIK: 58361, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00607", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nBefore investing in Mid Penn common stock, an investor should carefully read and consider the risk factors described below, which are not intended to be all inclusive, and to review other information contained in this report and in our other filings with the SEC. The risks and uncertainties described below are not the only ones facing Mid Penn\u2019s holding company, the Bank, and nonbank subsidiaries. Additional risks and uncertainties that we are not aware of, or that we currently deem less significant, or that we are otherwise not specifically focused on, may also impact our business, results of operations, and our common stock. If any of these known or unknown risks or uncertainties actually occurs, our business, financial condition and results of operations could be materially and adversely affected. If this were to happen, the market price of our common stock could decline significantly, and an investor could lose all or part of his or her investment in Mid Penn.\nUnless the context otherwise requires, references to \u201cwe,\u201d \u201cus,\u201d \u201cour,\u201d \u201cMid Penn,\u201d or \u201cMid Penn Bancorp, Inc.,\u201d collectively refer to Mid Penn Bancorp, Inc. and its subsidiaries, and specific references to the \u201cBank\u201d refer to Mid Penn Bank, the wholly-owned banking subsidiary of Mid Penn Bancorp, Inc.\nRisks Related to Our Primary Business and Industry\nMid Penn is subject to interest rate risk.\nMid Penn\u2019s earnings and cash flows are largely dependent upon the Bank\u2019s net interest income. Net interest income is the difference between interest income earned on interest-earning assets such as loans and securities, and interest expense paid on interest-bearing liabilities such as deposits and borrowed funds. Interest rates are highly sensitive to many factors that are beyond Mid Penn\u2019s control, including general economic conditions and policies of various governmental and regulatory agencies and, in particular, the Board of Governors of the Federal Reserve System. Changes in monetary policy, including changes in interest rates, could influence not only the interest income the Bank receives on loans and securities and the amount of interest expense it pays on deposits and borrowings, but such changes could also affect (i) the Bank\u2019s ability to originate loans and obtain deposits, (ii) the fair value of financial assets and liabilities, and (iii) the average duration of mortgage-backed securities in the Bank\u2019s investment portfolio. If the interest rates paid on deposits and other borrowings increase at a faster rate than the interest rates received on loans and other investments, Mid Penn\u2019s net interest income, and therefore earnings, could be adversely affected. Earnings could also be adversely affected if the interest rates received on loans and investments fall more quickly than the interest rates paid on deposits and borrowings.\nManagement believes it has implemented effective asset and liability management strategies and interest rate risk management activities to reduce the potential effects of changes in interest rates on Mid Penn\u2019s results of operations. Any substantial, unexpected, prolonged, or rapid change in market interest rates could have a material adverse effect on the Bank\u2019s net interest income and Mid Penn\u2019s financial condition and results of operations.\nMID PENN BANCORP, INC.\nMid Penn is subject to credit risk.\nAs of December 31, 2020, approximately 88 percent of the Bank\u2019s loan portfolio in Table 8 of Management\u2019s Discussion and Analysis consisted of commercial real estate, commercial and industrial, and agricultural loans. These types of loans are generally viewed as having more risk of default than residential real estate loans or secured consumer loans. Commercial loans are also typically larger than residential real estate loans and consumer loans. Because the loan portfolio contains a significant number of commercial and industrial loans, and construction and commercial real estate loans with relatively large balances, the dete", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 879635_2020.htm (CIK: 879635, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00608", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nThe financial statements and supplementary data required by this Item 8 are included in the Company\u2019s Consolidated Financial Statements and set forth in the pages indicated in Item 15(a) of this Annual Report.\nITEM 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 102109_2020.htm (CIK: 102109, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00609", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION.\nNone of our officers or directors have received any cash compensation for services rendered to us. Commencing on the date that our securities are first listed on Nasdaq through the earlier of consummation of our initial business combination and our liquidation, we will pay our sponsor $10,000 per month for office space, utilities, secretarial and administrative support services provided to members of our management team. We may elect to make payment of customary fees to members of our board of directors for director service. In addition, our sponsor, officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers or directors, or our or their affiliates. Any such payments prior to an initial business combination will be made from funds held outside the trust account. Other than quarterly audit committee review of such reimbursements, we do not expect to have any additional controls in place governing our reimbursement payments to our directors and officers for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection with identifying and consummating an initial business combination. Other than these payments and reimbursements, no compensation of any kind, including finder\u2019s and consulting fees, will be paid by the company to our sponsor, officers and directors, or any of their respective affiliates, prior to completion of our initial business combination.\nAfter the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our shareholders in connection with a proposed initial business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed initial business combination, because the directors of the post-combination business will be responsible for determining officer and director compensation.\nAny compensation to be paid to our officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors.\nWe do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management\u2019s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1825473_2020.htm (CIK: 1825473, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00610", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors.\nDescribed below are certain risks that we believe apply to our business and the industry in which we operate. The following risk factors should be considered carefully in addition to the other information contained in this Annual Report on Form 10-K. The risks and uncertainties highlighted represent the most significant risk factors that we believe may adversely affect our business, financial condition, results of operations, cash flows, liquidity or access to sources of financing, and, consequently, the market value of our common stock. The risks and uncertainties discussed in this report are not exclusive and other risk factors that we may consider immaterial or do not anticipate may emerge as significant risks and uncertainties.\nThe COVID-19 pandemic may have a material negative impact on our business, financial condition, results of operations and cash flows.\nOur business and financial results are expected to be negatively impacted by the COVID-19 pandemic. The severity, magnitude and duration of the current COVID-19 pandemic is uncertain, rapidly changing and hard to predict. In Fiscal 2020, COVID-19 significantly impacted economic activity and markets around the world. The COVID-19 pandemic negatively impacted our business in numerous ways, including but not limited to those outlined below, and we expect these impacts to continue into Fiscal 2021 and beyond:\n\u2022The COVID-19 pandemic has caused a global economic slowdown that may last for an extended duration, and it is possible that it could cause a global recession.\n\u2022Due to the impacts of the COVID-19 pandemic, we have experienced and could continue to experience reductions in customer demand for certain products. During the third quarter of Fiscal 2020, we experienced reductions in customer demand due to a decrease in consumer spending attributable to the COVID-19 pandemic.\n\u2022The COVID-19 pandemic is adversely affecting, and is expected to continue to adversely affect, certain elements of our business (including certain elements of our operations, supply chains and distribution systems), including required, preventive and precautionary measures that we, our communities and governments are taking. These impacts include requiring employees to work from home or not go into their offices, limiting the number of employees attending meetings and using digital options when available, reducing the number of people in our sites at any one time, reducing employee travel and adopting other employee safety measures. These measures may also impact our ability to meet production demands or requests depending on employee attendance or ability to continue to work.\n\u2022If the COVID-19 pandemic continues and economic conditions worsen, we expect to experience additional adverse impacts on our operational and commercial activities, customer orders and our collections of accounts receivable, which may be material. The impact on future operational and commercial activities, customer orders, and collections remains uncertain even if economic conditions begin to improve.\n\u2022Government or regulatory responses to the COVID-19 pandemic have and may continue to negatively impact our business. In Fiscal 2020, mandatory shelter-in-place or other restrictions on operations have temporarily disrupted our ability to manufacture or distribute our products in some markets and our dealers' ability to retail our products in certain markets. Continuation or expansion of these disruptions could materially adversely impact our operations and results. In addition to existing travel restrictions, jurisdictions may continue to close borders, impose prolonged quarantines and further restrict travel and business activity, which could significantly impact our ability to support our operations and customers and the ability of our employees to get to their workplaces to produce products and services, or significantly hinder our products from being sold to the end customer.\n\u2022The impacts of the COVID-1", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 107687_2020.htm (CIK: 107687, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00611", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.\nReport of Independent Registered Public Accounting Firm\nBoard of Directors and Stockholders\nAtrion Corporation\nOpinion on the financial statements\nWe have audited the accompanying consolidated balance sheets of Atrion Corporation (a Delaware corporation) and subsidiaries (the \u201cCompany\u201d) as of December 31, 2020 and 2019, the related consolidated statements of income comprehensive income, changes in stockholders\u2019 equity, and cash flows for each of the three years in the period ended December 31, 2020, and the related notes and schedule included under Item 15(a) (collectively referred to as the \u201cfinancial statements\u201d). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.\nWe also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (\u201cPCAOB\u201d), the Company\u2019s internal control over financial reporting as of December 31, 2020, based on criteria established in the 2013 Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (\u201cCOSO\u201d), and our report dated February 26, 2021 expressed an unqualified opinion.\nBasis for opinion\nThese financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (\u201cPCAOB\u201d) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\nCritical audit matters\nCritical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.\n/s/ GRANT THORNTON LLP\nWe have served as the Company\u2019s auditor since 2002.\nDallas, Texas\nFebruary 26, 2021\nATRION CORPORATION\nCONSOLIDATED STATEMENTS OF INCOME\nFor the year ended December 31, 2020, 2019 and 2018\nThe accompanying notes are an integral part of these consolidated financial statements.\nATRION CORPORATION\nCONSOLIDATED BALANCE SHEETS\nAs of December 31, 2020 and 2019\nThe accompanying notes are an integral part of these consolidated financial statements.\nThe accompanying notes are an integral part of these consolidated financial statements.\nATRION CORPORATION\nCONSOLIDATED STATEMENTS OF CASH FLOWS\nFor the year ended December 31, 2020, 2019 and 2018\nThe accompanying", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 701288_2020.htm (CIK: 701288, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00612", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. TRUSTEE\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nCritical Accounting Policies. The financial statements of Marine have been prepared on the modified cash basis method and are not intended to present Marine\u2019s financial position and results of operations in conformity with GAAP. Under the modified cash basis method:\n\u2022\nRoyalty income is recognized when received by Marine.\n\u2022\nMarine\u2019s expenses (which include accounting, legal, and other professional fees, Trustees\u2019 fees and out-of-pocket expenses) are recorded on an actual paid basis. Reserves for liabilities that are contingent or uncertain in amount may also be established if considered necessary.\n\u2022\nDistributions to unitholders are recognized when declared by the Trustee of the Trust.\nThe financial statements of Marine differ from financial statements prepared in conformity with GAAP because of the following:\n\u2022\nRoyalty income is recognized in the month received rather than in the month of production.\n\u2022\nReserves may be established for certain contingencies that would not be recorded under GAAP.\n\u2022\nExpenses are recorded in the month paid rather than in the month incurred.\n\u2022\nDepletion is not recorded.\nThis comprehensive basis of accounting corresponds to the accounting principles permitted for royalty trusts by the SEC as specified by Staff Accounting Bulletin Topic 12:E, Financial Statements of Royalty Trusts.\nThe preparation of financial statements in conformity with the modified cash basis method of accounting requires the Trustee to make various estimates and assumptions that affect the reported amount of liabilities at the date of the financial statements and the reported amount of expenses during the reporting period. Actual results may differ from such estimates.\nRevenue Recognition. In May 2014, the FASB issued updated guidance for recognizing revenue from contracts with customers. This update amends the existing accounting standards for revenue recognition and is based on the principle that revenue should be recognized to depict the transfer of goods and services to a customer at an amount that reflects the consideration a company expects to receive in exchange for those goods or services and revenue streams related solely to oil and gas royalties. The Trust adopted the disclosure standards of this update, as required, beginning with the first quarter of fiscal year 2019. The adoption of this standard has not had a significant impact on its financial statements due to the modified cash basis of reporting used by the Trust.\nEffective October 19, 2017, Simmons First National Corporation (\u201cSFNC\u201d) completed its acquisition of First Texas BHC, Inc., the parent company of Southwest Bank. SFNC is the parent of Simmons Bank. SFNC merged Southwest Bank, the former corporate Trustee of the Trust, with Simmons Bank effective February 20, 2018. The defined term \u201cTrustee\u201d as used herein shall refer to Southwest Bank for periods through February 19, 2018 and to Simmons Bank for periods on and after February 20, 2018.\nResults of Operations. Marine\u2019s revenues are derived from the oil and natural gas production activities of third parties. Marine\u2019s revenues and distributions fluctuate from period to period based upon factors beyond Marine\u2019s control, including, without limitation, the number of leases subject to Marine\u2019s interests, the number of productive wells drilled on leases subject to Marine\u2019s interests, the level of production over time from such wells and the prices at which the oil and natural gas from such wells are sold.\nMarine\u2019s results of operations are significantly impacted by oil and natural gas prices and the quantity of oil and natural gas production. Oil and natural gas prices have historically experienced significant volatility. Marine is not permitted to manage its commodity price risk through the use of fixed price contracts or financial derivatives.\nMarine\u2019s income consists primarily of oil and natural gas royalties and is based", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 62362_2020.htm (CIK: 62362, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00613", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nExecutive Officer and Director Compensation\nNone of our officers, directors or members of our strategic advisory group has received any cash compensation for services rendered to us. We pay an affiliate of our sponsor for administrative, research, transaction and other support services provided to us in the amount of up to $10,000 per month, until December 22, 2022. No compensation of any kind, including finder\u2019s and consulting fees, will be paid by us to our initial stockholders, officers, directors or members of our strategic advisory group, or any of their respective affiliates, for services rendered prior to or in connection with the completion of our initial business combination, except that at the closing of our initial business combination, we may pay a customary financial consulting fee to our initial stockholders, officers, directors, members of our strategic advisory group or their affiliates which will not be made from the proceeds of our initial public offering held in the trust account prior to the completion of our initial business combination. We may pay such financial consulting fee in the event such party or parties provide us with specific target company, industry, financial or market expertise, as well as insights, relationships, services or resources in order to assess, negotiate and consummate an initial business combination. The amount of any such financial consulting fee we pay will be based upon the prevailing market for similar services for comparable transactions at such time, and will be subject to the review of our audit committee pursuant to the audit committee\u2019s policies and procedures relating to transactions that may present conflicts of interest. We would disclose any such fee in the proxy or tender offer materials used in connection with a proposed business combination. However, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee reviews on a quarterly basis all payments that were made by us to our initial stockholders, officers or directors, or our or their affiliates.\nAfter the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to stockholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our stockholders in connection with a proposed business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed business combination, because the directors of the post-combination business will be responsible for determining officer and director compensation. Any compensation to be paid to our officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors.\nWe are not party to any agreements with our executive officers and directors that provide for benefits upon termination of employment. The existence or terms of any such employment or consulting arrangements may influence our management\u2019s motivation in identifying or selecting a target business, and we do not believe that the ability of our management to remain with us after the consummation of our initial business combination should be a determining factor in our decision to proceed with any potential business combination.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1823896_2020.htm (CIK: 1823896, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00614", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nReport of Independent Registered Public Accounting Firm\nTo the Stockholders and Board of Directors\nMistras Group, Inc.:\nOpinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting\nWe have audited the accompanying consolidated balance sheets of Mistras Group, Inc. and subsidiaries (the Company) as of December 31, 2020 and 2019, the related consolidated statements of income (loss), comprehensive income (loss), equity, and cash flows for each of the years in the three-year period ended December 31, 2020, and the related notes (collectively, the consolidated financial statements). We also have audited the Company\u2019s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.\nIn our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2020, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020 based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.\nBasis for Opinions\nThe Company\u2019s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management\u2019s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company\u2019s consolidated financial statements and an opinion on the Company\u2019s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.\nOur audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.\nDefinition and Limitations of Intern", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1436126_2020.htm (CIK: 1436126, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00615", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nComparison of the Years Ended December 31, 2020 and 2019\nThe following table sets forth certain operational data for the years indicated:\nRevenue. We generated revenues of $2,593,376 and $2,150,997 for the fiscal years ended December 31, 2020 and 2019. The increase is revenue is attributable to the completion of renewable energy projects and solutions during 2020, whose contracts were entered into during 2019.\nDuring the twelve months ended December 31, 2020 and 2019, the following customer accounted for 10% or more of our total net revenues:\nAll of the Company\u2019s major customers are located in Hong Kong.\nCost of Revenue. Cost of revenue included material supplies, labor and sub-contractor fees, share of electricity revenue generated, and the costs of maintaining and operating the renewable energy assets. The increase of cost of revenue is attributable to the launch of renewable energy projects and solutions.\nDuring the twelve months ended December 31, 2020 and 2019, the following vendors accounted for 10% or more of our total cost of revenues:\nAll of the Company\u2019s major vendors are located in Hong Kong and the People\u2019s Republic of China.\nGross Profit. We achieved a gross profit of $543,001 and $345,921 for the fiscal years ended December 31, 2020 and 2019, respectively. The increase in gross profit is primarily attributable to the completion of renewable energy projects and solutions during 2019 fiscal year.\nSales and Marketing Expenses (\u201cS&M\u201d). We incurred S&M expenses of $518,481 and $267,126 for the fiscal years ended December 31, 2020 and 2019, respectively. The increase in G&A is primarily attributable to more marketing expense in the launch of our renewable energy projects and solutions.\nGeneral and Administrative Expenses (\u201cG&A\u201d). We incurred G&A expenses of $947,507 and $678,325 for the fiscal years ended December 31, 2020 and 2019, respectively. The increase in G&A is primarily attributable to more overheads and staff expense in the launch of our renewable energy projects and solutions.\nOther Income (Expenses), net. We incurred net other income of $15,762 for the fiscal year ended December 31, 2020, as compared to a net income of $589 for the fiscal year ended December 31, 2019. Our net other income for the year ended December 31, 2020 and 2019 consisted primarily of government subsidy and interest income.\nIncome Tax Expense. We recorded income tax expense of $0 and $0 for the fiscal years ended December 31, 2020 and 2019. No income expense was incurred in both 2020 and 2019 fiscal years.\nNet Loss. During the year ended December 31, 2020, we incurred a net loss of $907,225, as compared to $598,941 for the year ended December 31, 2019.\nLiquidity and Capital Resources\nAs of December 31, 2020, we had cash and cash equivalents of $160,594, deposits, prepayments and other receivables of $1,031,566, purchase deposits of $1,800,332 and accounts and retention receivables of $83,169.\nAs of December 31, 2019, we had cash and cash equivalents of $243,641, accounts and retention receivables of $155,221, deposits, prepayments and other receivables of $95,999, and purchase deposits of $676,090.\nWe believe that our current cash and other sources of liquidity discussed below are adequate to support general operations for at least the next 12 months.\nNet Cash Used In Operating Activities.\nFor the year ended December 31, 2020, net cash used in operating activities was $1,116,411, which consisted primarily of a net loss of $907,225, offset by a decrease in accounts and retention receivables of $72,052, an increase in deposits, prepayments and other receivables of $935,567, an increase in purchase deposits of $1,124,242, an increase in contract liabilities of $600,213, a decrease in accrued liabilities and other payables of $22,906, and increase in accounts payables of $1,100,268, depreciation of plant and equipment of $18,340, depreciation of e", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax expense. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00616", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nThe information required by this Item 8 is included in our Consolidated Financial Statements and the notes thereto beginning on page 51 in this annual report on Form 10-K.\nItem 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1529463_2020.htm (CIK: 1529463, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00617", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nQuantitative and qualitative disclosures about market risk are presented in the \u201cMarket Risk\u201d section of Part II, Item 7 - Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations is incorporated herein by reference.\nITEM 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 759944_2020.htm (CIK: 759944, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00618", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nThe Trust has no employees, officers or directors. The Sponsor receives a Sponsor\u2019s fee, which accrues daily at an annual nominal rate of 0.40% of the Australian Dollars in the Trust (including all unpaid interest but excluding unpaid fees, each as accrued through the immediately preceding day) and is paid monthly.\nFor the year ended December 31, 2020, the Trust incurred Sponsor\u2019s Fees of $464,501 of which $409,370 had been paid at December 31, 2020. Sponsor\u2019s Fees of $55,131 were unpaid at December 31, 2020 and are reported as a liability on the Statement of Financial Condition.\nFor the year ended December 31, 2019, the Trust incurred Sponsor\u2019s Fees of $412,925 of which $378,300 had been paid at December 31, 2019. Sponsor\u2019s Fees of $34,625 were unpaid at December 31, 2019 and are reported as a liability on the Statement of Financial Condition.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1353614_2020.htm (CIK: 1353614, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00619", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nOwning our common stock involves a high degree of risk. You should consider carefully the following risk factors and all other information contained in this Annual Report on Form 10-K. If any of the following risks, as well as additional risks and uncertainties not currently known to us or that we currently deem immaterial but are in fact material, occur, our business, liquidity, results of operations and financial condition could be materially and adversely affected. If this were to happen, the market price of our common stock could decline significantly, and you could lose all or a part of the value of your ownership in our common stock. Some statements in this Annual Report, including statements in the following risk factors, constitute forward-looking statements. Please refer to the section in this Annual Report entitled \u201cForward-Looking Statements.\u201d\nRisk Factor Summary:\nThe risk factors detailed in Item 1A entitled \u201cRisk Factors\u201d in this Annual Report on Form 10-K are the risks that we believe are material to our investors and a reader should carefully consider them. Below is a summary of the risk factors detailed in Item 1A. This summary does not address every aspect of our risks factors, all of the risks that we face, or other factors not presently known to us or that we currently believe are immaterial.\n\u2022Our estimate of total addressable market is subject to numerous uncertainties. If we have overestimated the size of our total addressable market now or in the future, our future growth rate may be limited.\n\u2022Our reported order intake and the value of our order book are not necessarily indicative of future net sales revenues and are subject to a number of uncertainties. If the order intake fails to translate into future net sales revenue it may adversely affect our business.\n\u2022A prolonged recession and/or a downturn in LVP could adversely affect our business and require impairments or restructuring actions or require us to seek additional sources of financing to continue our operations, which may not be available to us or be available only on materially different terms than what has historically been available.\n\u2022Changes in our product mix may impact our financial performance.\n\u2022Our business may be adversely affected by regulations affecting the automobile safety and autonomous driving markets.\n\u2022We may not be able to anticipate changing customer and consumer preferences or respond quickly enough to changes in technology and standards to be able to develop and introduce commercially viable products.\n\u2022We are subject to risks associated with the development and implementation of new manufacturing process technology.\n\u2022We may not be able to adequately protect or monetize our intellectual property rights in internally-developed or acquired technologies, which could result in the loss of our rights, limit our ability to compete, increased costs lost revenue.\n\u2022We operate in developing and highly competitive markets.\n\u2022Escalating pricing pressures from our customers may adversely affect our business.\n\u2022Our business could be materially and adversely affected if we lost significant customers or if they were unable to pay their invoices.\n\u2022Our inability to effectively manage the timing, quality and costs of new product launches could adversely affect our financial performance.\n\u2022Disruptions in our supply or delivery chain, or those of our customers, could cause one or more of our customers to halt or delay production and adversely affect our financial performance.\n\u2022Changes in the source, cost, availability of and regulations pertaining to raw materials and components may adversely affect our profit margins.\n\u2022We may incur material losses and costs as a result of product liability, warranty and recall claims that may be brought against us or our customers.\n\u2022We face risks in connection with identifying and successfully completing strategic acquisitions of businesses, products and technologies and/or collaborative arrange", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1733186_2020.htm (CIK: 1733186, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00620", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nReport of Independent Registered Public Accounting Firm\nShareholders and Board of Directors\nTP Flexible Income Fund, Inc. (now known as Prospect Flexible Income Fund, Inc.)\nNew York, New York\nOpinion on the Consolidated Financial Statements\nWe have audited the accompanying consolidated statements of assets and liabilities of TP Flexible Income Fund, Inc. (now known as Prospect Flexible Income Fund, Inc.) and its subsidiary (the \u201cCompany\u201d), including the consolidated schedules of investments, as of June 30, 2020 and 2019, the related consolidated statements of operations, changes in net assets, and cash flows for each of the three years in the period ended June 30, 2020, and the related notes (collectively referred to as the \u201cconsolidated financial statements\u201d). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at June 30, 2020 and 2019, and the results of its operations, changes in its net assets and its cash flows for each of the three years in the period ended June 30, 2020, in conformity with accounting principles generally accepted in the United States of America.\nBasis for Opinion\nThese consolidated financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (\u201cPCAOB\u201d) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company\u2019s internal control over financial reporting. Accordingly, we express no such opinion.\nOur audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our procedures included confirmation of securities owned as of June 30, 2020 and 2019, by correspondence with the custodians, our brokers or the underlying investee. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.\n/s/ BDO USA, LLP\nWe have served as the Company's auditor since 2013.\nNew York, New York\nAugust 27, 2020\nTP FLEXIBLE INCOME FUND, INC. (NOW KNOWN AS PROSPECT FLEXIBLE INCOME FUND, INC.)\nCONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES\nSee notes to consolidated financial statements.\nTP FLEXIBLE INCOME FUND, INC. (NOW KNOWN AS PROSPECT FLEXIBLE INCOME FUND, INC.)\nCONSOLIDATED STATEMENTS OF OPERATIONS\nSee notes to consolidated financial statements.\nTP FLEXIBLE INCOME FUND, INC. (NOW KNOWN AS PROSPECT FLEXIBLE INCOME FUND, INC.)\nCONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS\nSee notes to consolidated financial statements.\nTP FLEXIBLE INCOME FUND, INC. (NOW KNOWN AS PROSPECT FLEXIBLE INCOME FUND, INC.)\nCONSOLIDATED STATEMENTS OF", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1521945_2020.htm (CIK: 1521945, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00621", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nMarket Risk\nMarket risk represents the potential for loss due to adverse changes in the fair value of financial instruments. As a global concern, we face exposure to adverse movements in currency exchange rates and interest rates. These exposures may change over time as business practices evolve and could have a material adverse impact on our financial results.\nCurrency Exchange Rates\nWe report our results in U.S. Dollars. Changes in currency exchange rates compared to the U.S. Dollar can have a material impact on our results when the financial statements of our non-U.S. subsidiaries are translated into U.S. Dollars. The functional currency of our operations is primarily the U.S. Dollar. Certain operations use the Swiss Franc or the local currency of the country as their functional currencies. Accordingly, unrealized currency gains or losses resulting from the translation of net assets or liabilities denominated in other currencies to the U.S. Dollar are accumulated in the cumulative translation adjustment component of other comprehensive income (loss) in shareholders' equity.\nWe are exposed to currency exchange rate risk as we transact business in multiple currencies, including exposure related to anticipated sales, anticipated purchases and assets and liabilities denominated in currencies other than the U.S. Dollar. We transact business in over 30 currencies worldwide, of which the most significant to operations are the Euro, Chinese Renminbi, Australian Dollar, Taiwanese Dollar, British Pound, Brazilian Real, Canadian Dollar, Japanese Yen and Mexican Peso. For the year ended March 31, 2020, approximately 50% of our sales were in non-U.S. denominated currencies, with 26% of our sales denominated in Euro. The mix of our cost of goods sold and operating expenses by currency are significantly different from the mix of our sales, with a larger portion denominated in U.S. Dollar and less denominated in Euro and other currencies. A strengthening U.S. Dollar has a more unfavorable impact on our sales than the favorable impact on our operating expenses, resulting in an adverse impact on our operating results.\nWe enter into currency forward and swap contracts to reduce the short-term effects of currency fluctuations on certain receivables or payables denominated in currencies other than the functional currencies of our subsidiaries. These forward contracts generally mature within one month. The gains or losses on these contracts are recognized in earnings based on the changes in fair value.\nIf an adverse 10% foreign currency exchange rate change had been applied to total monetary assets and liabilities denominated in currencies other than the functional currencies at the balance sheet dates, it would have resulted in an adverse effect on income before income taxes of approximately $11.8 million and $7.8 million as of March 31, 2020 and 2019, respectively. The adverse effect as of March 31, 2020 and 2019 is after consideration of the offsetting effect of approximately $5.2 million and $4.2 million, respectively, from open foreign exchange contracts in place as of March 31, 2020 and 2019.\nLogitech International S.A. | Fiscal 2020 Form 10-K | 61\nWe enter into cash flow hedge contracts to protect against exchange rate exposure of forecasted inventory purchases. These hedging contracts mature within four months. Gains and losses in the fair value of the effective portion of the hedges are deferred as a component of accumulated other comprehensive loss until the hedged inventory purchases are sold, at which time the gains or losses are reclassified to cost of goods sold.\nIf the U.S. dollar had weakened by 10% as of March 31, 2020, the amount recorded in accumulated other comprehensive income (AOCI) related to our foreign exchange contracts before tax effect would have been approximately $4.8 million and $4.1 million lower as of March 31, 2020 and 2019, respectively. The ch", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1032975_2020.htm (CIK: 1032975, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00622", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nOur consolidated financial statements and supplementary data are included as a separate section included within Item 15 of this Annual Report on Form 10-K commencing on page and are incorporated herein by reference.\nITEM 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 354963_2020.htm (CIK: 354963, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00623", "source": "edgar", "source_license": "public_domain", "text": "ITEM\n11: EXECUTIVE COMPENSATION\nThe\nfollowing summary compensation table sets forth information concerning compensation for services rendered in all capacities during\nthe years ended December 31, 2020 and 2019, earned by or paid to our executive officers.\n(1) Represents the payments\nmade by the Company under the SEP IRA adopted in March 2020\nEmployment\nAgreements\nPursuant to the restated employment agreement, dated November 30, 2014, we agreed to employ Jon C. Scahill as president and chief executive officer for a term of three years, commencing January 1, 2014, and continuing on a year-to-year basis unless terminated by either party on not less than 90 days\u2019 notice prior to the expiration of the initial term or any one-year extension. The agreement provides for an annual salary of $252,000, which may be increased, but not decreased, by the board or the compensation committee. In March 2016, the board of directors increased Mr. Scahill\u2019s annual salary to $300,000, effective January 1, 2016. Mr. Scahill is entitled to a bonus if we meet or exceed performance criteria established by the compensation committee. In August 2016, the board of directors approved annual bonus compensation to Mr. Scahill equal to 30% of the amount by which our consolidated income before income taxes exceeds $500,000, but, if we are subject to the limitation on deductibility of executive compensation pursuant to Section 162(m) of the Internal Revenue Code, the bonus cannot exceed the amount which would be deductible pursuant to Section 162(m). Mr. Scahill is also eligible to participate in any executive incentive plans which we may adopt. Pursuant to the agreement, we issued to Mr. Scahill warrants to purchase 60,000,000 shares, representing the warrants that had been previously covered in his prior employment agreement but which had never been issued, and we issued to Mr. Scahill a restricted stock grant for 30,000,000 shares which vested on January 15, 2015. In the event that we terminate Mr. Scahill\u2019s employment other than for cause or as a result of his death or disability, we will pay him severance equal to his salary for the balance of the term and, if he received a bonus for the previous year, an amount equal to that bonus, as well as continuation of his insurance benefits. Mr. Scahill also waived accrued compensation of $1,167,705, representing his accrued salary for periods prior to January 1, 2014. The restated employment agreement also includes mutual general releases between Mr. Scahill and us. In March 2020, the Company adopted a SEP IRA plan for its employees. Mr. Scahill is our only employee covered by the plan.\nPension\nBenefits\nIn\nMarch 2020, we adopted a SEP IRA plan for our employees pursuant to which we deposit into a SEP IRA account of each of our participating\nemployees a percentage of the employee\u2019s compensation, subject to statutory limitations on the amount of the contribution\nall as set forth in the IRS Form 5305-SEP presented to and reviewed by the directors of this Corporation. For the year ending\nDecember 31, 2020 the percentage was set at 19%. Mr. Scahill is our only employee covered by the plan.\nEquity Incentive Plan\nOn\nNovember 10, 2017, the board of directors adopted the 2017 Equity Incentive Plan (the \u201cPlan\u201d) pursuant to which 150,000,000\nshares of common stock may be issued. In February 2021, the board amended the Plan to increase the number of shares subject to\nthe plan to 500,000,000. Set forth below is a summary of the plan, as amended, but this summary is qualified in its entirety by\nreference to the full text of the plan, a copy of which is included as an exhibit to this annual report.\nThe\nplan provides for the grant of non-qualified options, stock grants and other equity-based incentives to employees, including officers,\ndirectors and consultants.\nOn\nFebruary 19, 2021, the board of directors:\n\u25cfgranted\nrestricted stock grants for 10,000,000 share, which vested immediately upon grant, to\neach of three consultants pu", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, irs, internal revenue. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00624", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7 - MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nDiscussion of financial condition and liquidity for SPS is omitted per conditions set forth in general instructions I(1)(a) and (b) of Form 10-K for wholly owned subsidiaries. It is replaced with management\u2019s narrative analysis and the results of operations for the current year as set forth in general instructions I(2)(a) of Form 10-K for wholly owned subsidiaries (reduced disclosure format).\nNon-GAAP Financial Measures\nThe following discussion includes financial information prepared in accordance with GAAP, as well as certain non-GAAP financial measures such as, electric margin and ongoing earnings. Generally, a non-GAAP financial measure is a measure of a company\u2019s financial performance, financial position or cash flows that excludes (or includes) amounts that are adjusted from measures calculated and presented in accordance with GAAP.\nSPS\u2019 management uses non-GAAP measures for financial planning and analysis, for reporting of results to the Board of Directors, in determining performance-based compensation and communicating its earnings outlook to analysts and investors. Non-GAAP financial measures are intended to supplement investors\u2019 understanding of our performance and should not be considered alternatives for financial measures presented in accordance with GAAP. These measures are discussed in more detail below and may not be comparable to other companies\u2019 similarly titled non-GAAP financial measures.\nElectric Margins\nElectric margin is presented as electric revenues less electric fuel and purchased power expenses. Expenses incurred for electric fuel and purchased power are generally recovered through various regulatory recovery mechanisms. As a result, changes in these expenses are generally offset in operating revenues. Management believes electric margins provide the most meaningful basis for evaluating our operations because they exclude the revenue impact of fluctuations in these expenses. These margins can be reconciled to operating income, a GAAP measure, by including other operating revenues, cost of sales-other, O&M expenses, conservation and DSM expenses, depreciation and amortization and taxes (other than income taxes).\nEarnings Adjusted for Certain Items (Ongoing Earnings)\nOngoing earnings reflect adjustments to GAAP earnings (net income) for certain items. We use these non-GAAP financial measures to evaluate and provide details of SPS\u2019 core earnings and underlying performance.\nWe believe these measurements are useful to investors to evaluate the actual and projected financial performance and contribution of SPS. For the years ended Dec. 31, 2020 and 2019, there were no adjustments to GAAP earnings and therefore GAAP earnings equal ongoing earnings.\nResults of Operations\n2020 Comparison with 2019\nSPS\u2019 net income was $295 million for 2020, compared with net income of $263 million for 2019. The increase was primarily due to higher electric margin (wholesale transmission revenue and regulatory outcomes offset lower sales due to COVID-19) and lower O&M expenses, partially offset by increased depreciation, interest expense and taxes (other than income taxes).\nElectric Margin\nElectric fuel and purchased power expenses are impacted by fluctuations in the price of natural gas and coal. However, these fluctuations have minimal impact on margin due to fuel recovery mechanisms. In addition, electric customers receive a credit for PTCs generated, which reduce electric revenue and margin (offset by lower tax expense).\nThe following tables summarize the components of the changes in electric margin for the year ended Dec. 31, 2020:\n(a)Includes approximately $70 million of revenue and margin due to the Texas rate case outcome, which is largely offset by recognition of previously deferred costs.\nNon-Fuel Operating Expense and Other Items\nO&M Expenses - O&M expense decreased $10 million, or 3.5%, for 2020 compared with the prior year", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax expense. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00625", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\nThe following selected financial data for the years ended December 31, 2020, 2019 and 2018 were derived from our accompanying audited financial statements and notes to the financial statements, included elsewhere in this annual report. The data should be read in conjunction with our accompanying financial statements, notes to the financial statements and \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d included elsewhere in this annual report.\n(a) Per share data is based on weighted average common stock outstanding for both basic and diluted.\n(b) Based on cost of investments.\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1633858_2020.htm (CIK: 1633858, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00626", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A.\nRISK FACTORS\nAn investment in Shares involves a high degree of risk. Investors should consider carefully all of the risks described below, together with the other information contained in this Annual Report on Form 10-K (the \"Report\") and the Fund\u2019s Prospectus, before making a decision to invest in Shares. If any of the following risks occur, the business, financial condition and results of operations of the Fund may be adversely affected.\nMarket Risks\nRecent Risks Related to Investing in Oil Markets\nAs the impact of the 2020 pandemic-related price volatility passes through various sectors of the financial and commodity markets, unusual developments in the crude oil markets have occurred. The oil markets are characterized by extreme volatility, and have experienced volatile price swings recently. On April 20th, the last trading day before expiration of the NYMEX West Texas Intermediate (\u201cWTI\u201d) May 2020 crude oil futures contract, futures contract prices fell below zero to historic lows, with the May 2020 WTI futures contract trading as low as negative $37.63. As of February 25, 2021, the Fund invests in the WTI futures contract for January 2022. If that, or any other futures contract held by the Fund at a future date, were to reach a negative price, investors in the Fund could lose a significant portion of, or their entire, investment.\nIn addition to the risks associated with the super contango market that occurred in April of 2020 (described below), the generally-unprecedented market conditions spurred by the 2020 pandemic have heightened certain risks associated with investment in commodity markets generally, as well as investment in the Fund specifically. Accordingly, investors should consider each of the following \u201crecent risks\u201d carefully, as well as the more \u201cgeneral\u201d risks described elsewhere below, when considering an investment in the Fund.\nInadequate Oil Storage Capacity Affects the Futures Market.\nIn April of 2020, the collapse of demand for fuel following government restrictions on travel created an oversupply of crude oil production that rapidly filled most available oil storage facilities. Market participants who contractually promised to buy and take delivery of crude oil found themselves with nowhere to store the crude oil and at risk of default under the terms of the May 2020 WTI futures contract. The scarcity in storage was widespread, and some market participants took the extreme measure of selling their futures contracts at a negative price (effectively paying another market participant to take their crude oil). As a result, for the first time in history, crude oil futures contracts traded below zero. Unlike the WTI crude oil futures contract, which is a physically delivered contract, the ICE Futures Europe Brent Crude futures contract is a deliverable contract based on exchange for physical delivery with an option to cash settle against the ICE Brent Index price for the last trading day of the futures contract.\nOversupply of oil may continue, impacting futures contracts of additional delivery months. Such circumstances may arise due to: (i) disruptions in oil pipelines and other means to get oil out of storage and delivered to refineries (as might occur due to infrastructure deterioration, work stoppages, or weather/disaster); (ii) investor demand for futures contracts as an investment opportunity driving increased production; or (iii) potential U.S. government intervention (in the form of grants or other aid) to keep oil producers, and the workers they employ, in service.\nIt is not certain whether crude oil will trade at negative prices again in the future. The Fund may experience significant losses if it holds positions in futures contracts that trade at negative prices.\nTrading Limitations Could Be Imposed on the Fund.\nMarket volatility and economic turbulence in 2020 has led to futures commission merchants increasing margin requirements for certain futures contracts, including nearer-dated WTI ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1383062_2020.htm (CIK: 1383062, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00627", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data\nThe following table provides our selected consolidated financial and operating data for the periods and at the dates indicated for each of the five most recent years ended December 31, 2020. You should read the selected consolidated financial and operating data set forth below in conjunction with \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d and our audited consolidated financial statements and related notes appearing elsewhere in this report. We adopted ASC Topic 606, Revenue Recognition, effective January 1, 2018 (see Note 5 to our consolidated financial statements for related disclosures). We adopted ASC Topic 842, Leases, effective January 1, 2019 (see Note 4 to our consolidated financial statements for related disclosures).\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 885975_2020.htm (CIK: 885975, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00628", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nCompensation Discussion and Analysis\nOverview of Compensation Program\nThis Compensation Discussion and Analysis describes the material elements of compensation awarded to, earned by or paid to each of our executive officers named in the Compensation Table on page __ under \u201cRemuneration of Executive Officers\u201d (the \u201cNamed Executive Officers\u201d) who served during the year ended December 31, 2020. This compensation discussion primarily focuses on the information contained in the following tables and related footnotes and narrative for the last completed fiscal year. We also describe compensation actions taken after the last completed fiscal year to the extent that it enhances the understanding of our executive compensation disclosure. The principles and guidelines discussed herein would also apply to any additional executive officers that the Company may hire in the future.\nThe Compensation Committee of the Board has responsibility for overseeing, reviewing and approving executive compensation and benefit programs in accordance with the Compensation Committee\u2019s charter. The members of the Compensation Committee are Marco Hegyi and Thom Kozik.. We expect to appoint one independent Directors to serve on the Compensation Committee during 2021.\nCompensation Philosophy and Objectives\nThe major compensation objectives for the Company\u2019s executive officers are as follows:\n\u25cf\nto attract and retain highly qualified individuals capable of making significant contributions to our long-term success;\n\u25cf\nto motivate and reward named executive officers whose knowledge, skills, and performance are critical to our success;\n\u25cf\nto closely align the interests of our named executive officers and other key employees with those of its shareholders; and\n\u25cf\nto utilize incentive-based compensation to reinforce performance objectives and reward superior performance.\nRole of Chief Executive Officer in Compensation Decisions\nThe Board approves all compensation for the chief executive officer. The Compensation Committee makes recommendations on the compensation for the chief executive officer and approves all compensation decisions, including equity awards, for our executive officers. Our chief executive officer makes recommendations regarding the base salary and non-equity compensation of other executive officers that are approved by the Compensation Committee in its discretion.\nSetting Executive Compensation\nThe Compensation Committee believes that compensation for the Company\u2019s executive officers must be managed to what we can afford and in a way that allows for us to meet our goals for overall performance. During 2020 and 2019, the Compensation Committee and the Board compensated its Chief Executive Officers, President and Chief Financial Officer at the salaries indicated in the compensation table. This compensation reflected our financial condition. The Compensation Committee does not use a peer group of publicly traded and privately held companies in structuring the compensation packages.\nExecutive Compensation Components for the Year Ended December 31,\nThe Compensation Committee did not use a formula for allocating compensation among the elements of total compensation during the year that ended December 31, 2020. The Compensation Committee believes that in order to attract and retain highly effective people it must maintain a flexible compensation structure. For the year that ended December 31, 2020, the principal components of compensation for named executive officers were base salary.\nBase Salary\nBase salary is intended to ensure that our employees are fairly and equitably compensated. Generally, base salary is used to appropriately recognize and reward the experience and skills that employees bring to the Company and provides motivation for career development and enhancement. Base salary ensures that all employees continue to receive a basic level of compensation that reflects any acquired skills which are competently demonstr", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1161582_2020.htm (CIK: 1161582, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00629", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors.\nThere are numerous and varied risks, known and unknown, that may prevent us from achieving our goals. You should carefully consider the risks described below and the other information included in this Annual Report on Form 10-K, including the consolidated financial statements and related notes. If any of the following risks, or any other risks not described below, actually occur, it is likely that our business, financial condition, and/or operating results could be materially adversely affected. The risks and uncertainties described below include forward-looking statements and our actual results may differ from those discussed in these forward-looking statements.\n- 29 -\nSummary Risk Factors\nOur business is subject to numerous risks and uncertainties, including those highlighted in the section titled \u201cRisk Factors\u201d immediately following this prospectus summary. These risks include, among others, the following:\n\u25cf\nthe COVID-19 pandemic has caused interruptions or delays of our business plan and may have a significant adverse effect on our business;\n\u25cf we have a history of net losses and may experience future losses;\n\u25cf we will need to raise additional capital to meet our business requirements in the future, and such capital raising may be costly or difficult to obtain and could dilute our stockholders\u2019 ownership interests;\n\u25cf we may become subject to claims by much larger and better capitalized competitors enforcing their intellectual property rights against us or seeking to invalidate our intellectual property or our rights thereto;\n\u25cf there are inherent limitations in all control systems, and misstatements due to error or fraud may occur and not be detected;\n\u25cf clinical trials necessary to support a pre-market approval application will be lengthy and expensive and will require the enrollment of a large number of patients, and suitable patients may be difficult to identify and recruit. Any such delay or failure of clinical trials could prevent us from commercializing our stent products, which would materially and adversely affect our results of operations and the value of our business;\n\u25cf our products may in the future be subject to product notifications, recalls, or voluntary market withdrawals that could harm our reputation, business and financial results;\n\u25cf completing clinical trials for CGuard EPS in the United States require meeting a number of regulatory requirements and must be conducted in compliance with the FDA\u2019s IDE regulations. Failure to maintain compliance with IDE regulations could have a material adverse effect on our business;\n\u25cf though necessary to pursue FDA premarket approval, pre-clinical and clinical trials are inherently lengthy and expensive and subject to any number of regulatory and/or clinical difficulties that can cause further delays, additional costs, and/or rejection by the FDA, and any such delay, added cost, or failure in connection with any future clinical trials could prevent us from commercializing our MicroNet products in the United States, which would materially and adversely affect our results of operations and the value of our business;\n\u25cf we may be subject, directly or indirectly, to applicable U.S. federal and state anti-kickback, false claims laws, physician payment transparency laws, fraud and abuse laws or similar healthcare and security laws and regulations, which could expose us to criminal sanctions, civil penalties, contractual damages, reputational harm and diminished profits and future earnings;\n\u25cf we may be exposed to product liability claims and insurance may not be sufficient to cover these claims;\n\u25cf even if one or more of our products are approved by the FDA, we may fail to obtain an adequate level of reimbursement for our products by third party payors, such that there may be no commercially viable markets for our products or the markets may be much smaller than expected;\n\u25cf in the United States and European Union, our business could be significantly and advers", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1433607_2020.htm (CIK: 1433607, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00630", "source": "edgar", "source_license": "public_domain", "text": "Item 7A.\nQuantitative and Qualitative Disclosures About Market Risk.\nWe are exposed to market risks in the ordinary course of our business. These risks primarily include interest rate sensitivities and foreign currency risk.\nInterest Rate Sensitivity\nWe had cash and cash equivalents of $104.1 million as of December 31, 2020, which consisted primarily of bank deposits and money market funds. Our primary exposure to market risk is interest income sensitivity, which is affected by changes in the general level of U.S. interest rates. While the instruments in our portfolio are of short-term nature and a sudden change in market interest rates would not be expected to have a material impact, a zero-rate environment for an extended period of time could adversely affect our results of operations. We do not believe that our cash or cash equivalents have significant risk of default or illiquidity.\nForeign Currency Risk\nOur consolidated results of operations and cash flows are subject to fluctuations due to changes in foreign currency exchange rates. A substantial majority of our expenses are denominated in U.S. Dollars, with the remainder in Canadian Dollars, British Pounds and Australian Dollars. Our consolidated results of operations and cash flow are, therefore, subject to fluctuations due to changes in foreign currency exchange rates and may be adversely affected in the future due to changes in foreign exchange rates. To date, we have not entered into any hedging arrangements with respect to foreign currency risk or other derivative instruments. The effect of a hypothetical 10% change in foreign currency exchanges rates applicable to our business would not have a material impact on our operating loss.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1290149_2020.htm (CIK: 1290149, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00631", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nOverview\nAn investment in our securities involves various risks. Investors should carefully consider the risks set forth below together with other information contained in this Report. These risks are not the only ones that we may face. Additional risks not presently known to us, or that we currently consider immaterial, may also impair our business, financial condition, operating results and ability to make distributions to our shareholders.\nRisks Related to our Business and Operations\nAdverse macroeconomic and business conditions may significantly and negatively affect our rental rates, occupancy levels and therefore our results of operations.\nWe are susceptible to the effects of adverse macro-economic events that can result in higher unemployment, shrinking demand for products, large-scale business failures and tight credit markets. Our results of operations are sensitive to changes in overall economic conditions that impact consumer spending, including discretionary spending, as well as to increased bad debts due to recessionary pressures. Adverse economic conditions affecting disposable consumer income, such as employment levels, business conditions, interest rates, tax rates and fuel and energy costs, could reduce consumer spending or cause consumers to shift their spending to other products and services. A general reduction in the level of discretionary spending or shifts in consumer discretionary spending could adversely affect our growth and profitability.\nIt is difficult to determine the breadth and duration of economic and financial market disruptions and the many ways in which they may affect our customers and our business in general. Nonetheless, financial and macroeconomic disruptions could have a significant adverse effect on our sales, profitability and results of operations.\nOur financial performance is dependent upon economic and other conditions of the markets in which our stores are located.\nWe are susceptible to adverse developments in the markets in which we operate, such as business layoffs or downsizing, industry slowdowns, relocations of businesses, changing demographics and other factors. Our stores in New York, Florida, Texas and California accounted for approximately 16%, 15%, 9% and 8%, respectively, of our total 2020 revenues. As a result of this geographic concentration of our stores, we are particularly susceptible to adverse market conditions in these areas. Any adverse economic or real estate developments in these markets, or in any of the other markets in which we operate, or any decrease in demand for self-storage space resulting from the local business climate, could adversely affect our rental revenues, which could impair our ability to satisfy our debt service obligations and pay distributions to our shareholders.\nOur business, financial condition, results of operations and share price have, and may continue to be, impacted by the COVID-19 pandemic and such impact could be materially adverse.\nSince the first quarter of 2020, the world has been impacted by the spread of a novel strain of coronavirus and its variants and the disease that it causes known as COVID-19, which has resulted in global business disruptions and significant volatility in U.S. and international debt and equity markets. There continues to be significant uncertainty around the breadth and duration of business disruptions related to COVID-19, as well as its impact on the U.S. economy. The extent to which the COVID-19 pandemic ultimately impacts our business, results of operations, financial condition and share price will depend on numerous evolving factors, including, among others: the duration and scope of the pandemic; actions that have been and continue to be taken by governmental entities, individuals and businesses in response to the pandemic; the impact on economic activity from the pandemic and actions taken in response thereto; the impact on capital availability and costs of capital; the imp", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: tax rate, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00632", "source": "edgar", "source_license": "public_domain", "text": "Item 7.Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\nThe following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes included elsewhere in this Annual Report. Some of the information contained in this discussion and analysis or set forth elsewhere in this Annual Report, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks, uncertainties and other factors that could cause actual results to differ materially from those made, projected or implied in the forward-looking statements. Please see the \u201cRisk Factors\u201d section for a discussion of the uncertainties, risks and assumptions associated with these statements.\nSpin-Off\nOn October 1, 2020, PDL completed a Spin-Off of LENSAR, Inc., its medical device business segment. The Spin-Off was in the form of a dividend involving the distribution of substantially all outstanding shares of LENSAR common stock owned by PDL to holders of PDL common stock. The Spin-Off created a separate, independent, publicly traded global medical device company focused on designing, developing and marketing an advanced femtosecond laser system for the treatment of cataracts and the management of pre-existing or surgically induced corneal astigmatism. In connection with this Spin-Off, our stock began trading under the symbol \u201cLNSR\u201d on Nasdaq.\nOur financial statements prior to October 1, 2020 were prepared on a stand-alone basis and were derived from PDL\u2019s consolidated financial statements and accounting records. Our financial statements reflect, in conformity with accounting principles generally accepted in the United States, our financial position, results of operations, and cash flows as the business was historically operated as part of PDL prior to the Spin-Off. The statements of operations include direct expenses for cost of revenue; research and development; selling, general and administrative expenses; and amortization, as well as allocated expenses for certain corporate support functions that were provided by PDL, such as administration and organizational oversight, including employee benefits, finance and accounting, treasury and risk management, professional and legal services, among others. These expenses were allocated to us on the basis of direct usage when identifiable, with the remainder allocated on a proportional basis of our expenses and expenses of PDL. Our management and PDL\u2019s management considered the basis on which the expenses have been allocated to be a reasonable reflection of utilization of services provided to or to the benefit received by us during the periods presented. These allocations may not be reflective of the expenses that would have been incurred had we operated as a separate, unaffiliated entity apart from PDL. Actual costs that would have been incurred if we had been a stand-alone, public company would depend on multiple factors, including the chosen organizational structure and strategic decisions made in various areas, including information technology and infrastructure.\nTransactions with PDL that were expected to be settled for cash are reflected in our balance sheet as of December 31, 2019. These transactions primarily included payables to PDL related to certain historical cross charge cost allocations. The cash flows related to payables due to PDL for these certain historical cross charge cost allocations are reflected in our statements of cash flows as operating activities. The cash flows, prior to our recapitalization related to the note payable due to PDL and our Series A Preferred Stock are reflected in our statements of cash flows as financing activities since these balances represent amounts financed by PDL. Transactions with PDL that were not historically settled in cash have been included in the balance sheets as a component of equit", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1320350_2020.htm (CIK: 1320350, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00633", "source": "edgar", "source_license": "public_domain", "text": "Item 7A - Quantitative and Qualitative Disclosures About Market Risk\nNRG is exposed to several market risks in the Company's normal business activities. Market risk is the potential loss that may result from market changes associated with the Company's retail operations, merchant power generation, or with an existing or forecasted financial or commodity transaction. The types of market risks the Company is exposed to are commodity price risk, interest rate risk, liquidity risk, credit risk and currency exchange risk. In order to manage these risks, the Company uses various fixed-price forward purchase and sales contracts, futures and option contracts traded on NYMEX, and swaps and options traded in the over-the-counter financial markets to:\n\u2022Manage and hedge fixed-price purchase and sales commitments;\n\u2022Reduce exposure to the volatility of cash market prices, and\n\u2022Hedge fuel requirements for the Company's generating facilities.\nCommodity Price Risk\nCommodity price risks result from exposures to changes in spot prices, forward prices, volatilities, and correlations between various commodities, such as natural gas, electricity, coal, oil, and emissions credits. NRG manages the commodity price risk of the Company's merchant generation operations and load serving obligations by entering into various derivative or non-derivative instruments to hedge the variability in future cash flows from forecasted sales and purchases of electricity, natural gas and fuel. These instruments include forwards, futures, swaps, and option contracts traded on various exchanges, such as NYMEX and ICE, as well as over-the-counter markets. The portion of forecasted transactions hedged may vary based upon management's assessment of market, weather, operation and other factors.\nWhile some of the contracts the Company uses to manage risk represent commodities or instruments for which prices are available from external sources, other commodities and certain contracts are not actively traded and are valued using other pricing sources and modeling techniques to determine expected future market prices, contract quantities, or both. NRG uses the Company's best estimates to determine the fair value of those derivative contracts. However, it is likely that future market prices could vary from those used in recording mark-to-market derivative instrument valuation and such variations could be material.\nNRG measures the risk of the Company's portfolio using several analytical methods, including sensitivity tests, scenario tests, stress tests, position reports, and VaR. NRG uses a Monte Carlo simulation based VaR model to estimate the potential loss in the fair value of the Company's energy assets and liabilities, which includes generation assets, load obligations, and bilateral physical and financial transactions. The key assumptions for the Company's VaR model include: (i) lognormal distribution of prices; (ii) one-day holding period; (iii) 95% confidence interval; (iv) rolling 36-month forward looking period; and (v) market implied volatilities and historical price correlations.\nAs of December 31, 2020, the VaR for NRG's commodity portfolio, including generation assets, load obligations and bilateral physical and financial transactions calculated using the VaR model was $30 million.\nThe following table summarizes average, maximum and minimum VaR for NRG for the years ended December 31, 2020 and 2019:\nDue to the inherent limitations of statistical measures such as VaR, the evolving nature of the competitive markets for electricity and related derivatives, and the seasonality of changes in market prices, the VaR calculation may not capture the full extent of commodity price exposure. As a result, actual changes in the fair value of mark-to-market energy assets and liabilities could differ from the calculated VaR, and such changes could have a material impact on the Company's financial results.\nIn order to provide additional information, the Company also uses VaR to es", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1013871_2020.htm (CIK: 1013871, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00634", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\nThe following discussion relates to the historical operations and financial statements of Hawkeye Systems, Inc. for the fiscal year ended June 30, 2020.\nForward-Looking Statements\nThe following Management\u2019s Discussion and Analysis should be read in conjunction with our financial statements and the related notes thereto included elsewhere in this Annual Report. The Management\u2019s Discussion and Analysis contains forward-looking statements that involve risks and uncertainties, such as statements of our plans, objectives, expectations and intentions. Any statements that are not statements of historical fact are forward-looking statements. When used, the words \u201cbelieve,\u201d \u201cplan,\u201d \u201cintend,\u201d \u201canticipate,\u201d \u201ctarget,\u201d \u201cestimate,\u201d \u201cexpect,\u201d and the like, and/or future-tense or conditional constructions (\u201cwill,\u201d \u201cmay,\u201d \u201ccould,\u201d \u201cshould,\u201d etc.), or similar expressions, identify certain of these forward-looking statements. These forward-looking statements are subject to risks and uncertainties that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements in this Annual Report. Our actual results and the timing of events could differ materially from those anticipated in these forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include, without limitation, those specifically addressed under the heading \"Risks Factors\" in our various filings with the Securities and Exchange Commission. We do not undertake any obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this Annual Report.\nFinancial Condition and Results of Operations\nWe have incurred recurring losses to date. Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.\nWe expect we will require additional capital to meet our long-term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.\nResults of Operations\nFiscal Year Ended June 30, 2019\nWe have had no operating revenues in our fiscal year ended June 30, 2019. Our activities have been financed by the proceeds of share subscriptions and loans. During our fiscal year ended June 30, 2019, we raised approximately $775,000 from private offerings of our common stock and raised an additional $400,000 during the period in connection with two promissory notes issued to accredited investors.\nTotal operating expenses in the year ended June 30, 2019 were $1,356,340 which is also the Company\u2019s operating loss. The operating loss for this period is a result of legal and professional fees required to form the Company, for business development and regulatory filing expenses and fees. Our loss also reflect an other expense of $510,568 in interest with is based on the value of securities issued in lieu of interest payments.\nNet loss for the year ended June 30, 2019 was $1,866,998.\nFiscal Year Ended June 30, 2020\nWe had operating revenues of $3,020,672 in our fiscal year ended June 30, 2020. Cost of sales was $1,992,809 resulting in gross profit of $1,027,863, or 34%. These revenues are from the sale of PPE products. During our fiscal year ended June 30, 2020, we raised approximately $512,500 from private offerings of our common stock and an additional $221,000 from exercise of warrants. We raised additional funds of $277,000 from a related party, paid directly for the purchase of PPE, which is included in common stock payable, as of June 30, 2020. We raised an additional $383,500 from convertible notes.\nTotal operating expenses in the year ended June 30, 2020 were $2,21", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1750777_2020.htm (CIK: 1750777, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00635", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data.\nThe following selected financial data is derived from our consolidated financial statements. This data should be read in conjunction with the consolidated financial statements and notes thereto, and with Item 7, Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\nIndex\nFive Year Review\n(In thousands except percentages, employee and per share data)\nThe 2020 results include charges of $18.5 million ($14.4 million after tax, $0.34 per share) related to divestiture & other related costs, operational improvement plan costs, and costs associated with a one-time COVID-19 employee payment.\nThe 2019 results include charges of $45.9 million ($43.2 million after tax, $1.02 per share) related to divestiture & other related costs. The divestiture & other related costs pertain to the Company\u2019s October 2019 announcement to divest its inks, fragrances (excluding its essential oils product line), and fruit preparations product lines.\nIndex\nThe 2018 results include $6.6 million ($0.16 per share) of tax benefit related to the finalization of provisional estimates made during 2017 as a result of the 2017 enactment of the Tax Cuts and Jobs Act (2017 Tax Legislation).\nThe 2017 results include charges of $48.1 million ($42.5 million after tax, or $0.96 per share) related to restructuring and other divestiture costs, as well as $18.4 million of tax expense ($0.42 per share) related to the enactment of the 2017 Tax Legislation in the fourth quarter of 2017. The restructuring costs pertain to the Company\u2019s now completed 2014 restructuring plan related to the sale and/or elimination of underperforming operations, consolidation of manufacturing facilities, and efforts to improve efficiencies within the Company. The other costs pertain to the sale of a facility and certain related business lines within the Flavors & Extracts segment in Strasbourg, France, which was completed in January 2017.\nThe 2016 results include charges of $26.1 million ($21.1 million after tax, or $0.47 per share) related to restructuring and other divestiture costs. The restructuring costs pertain to the Company\u2019s 2014 restructuring plan related to eliminating underperforming operations, consolidating manufacturing facilities, and improving efficiencies within the Company, and the other costs pertain to the Company\u2019s divestiture in Strasbourg, France.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: tax expense, tax benefit. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00636", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nInformation related to executive compensation and the company's equity compensation plans is contained in the definitive Proxy Statement for the 2021 Annual Meeting of Stockholders of Corteva, Inc. and is incorporated herein by reference.\nPart III\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 30554_2020.htm (CIK: 30554, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00637", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors.\nOur operating and financial results are subject to various risks and uncertainties. You should carefully consider the risks described below, as well as all of the other information contained in this Annual Report on Form 10-K, including our financial statements and related notes, before investing in our common stock. While we believe that the risks and uncertainties described below are the material risks currently facing us, additional risks that we do not yet know of or that we currently think are immaterial may also arise and materially affect our business.\nRisk Factors Summary\nThe following is a summary of the principal risks to which our business is subject. Each of these risks is more fully described in the individual risk factors immediately following this summary.\n\u2022\nThe impact of the COVID-19 pandemic and the measures implemented to contain the spread of the virus have adversely impacted, and are expected to continue to adversely impact, our business and results of operations.\n\u2022\nWe will require substantial additional capital to finance our planned operations, which may not be available to us on acceptable terms or at all. Our failure to obtain additional financing when needed on acceptable terms, or at all, could force us to delay, limit, reduce or eliminate our product development programs, commercialization efforts or other operations.\n\u2022\nWe are highly dependent on our senior management team and key personnel, and our business could be harmed if we are unable to attract and retain personnel necessary for our success.\n\u2022\nWe have increased the size of our organization and expect to further increase it in the future, and we may experience difficulties in managing this growth. If we are unable to manage the anticipated growth of our business, our future revenue and operating results may be adversely affected.\n\u2022\nWe currently manufacture and sell products that are used in a limited number of procedures and for only certain specified indications, which could negatively affect our operations and financial condition.\n\u2022\nIf we fail to identify, acquire, and develop other products, we may be unable to grow our business.\n\u2022\nIf our products are not approved for planned or new indications, our commercial opportunity will be limited.\n\u2022\nIf our clinical trials are unsuccessful or significantly delayed, or if we do not complete our clinical trials, our business may be harmed.\n\u2022\nWe have limited commercial manufacturing experience and may experience development or manufacturing problems or delays in producing our products and planned or future products that could limit the potential growth of our revenue or increase our losses.\n\u2022\nOur success depends in large part on our IVL Technology. If we are unable to successfully market and sell products incorporating our IVL Technology, our business prospects will be significantly harmed, and we may be unable to achieve revenue growth.\n\u2022\nThe size of the market for our current and future products has not been established with precision and may be smaller than we estimate.\n\u2022\nWe may be unable to compete successfully with larger companies in our highly competitive industry.\n\u2022\nIn the future our products may become obsolete, which would negatively affect operations and financial condition.\n\u2022\nReimbursement may not be available for the procedures that utilize our products, which could diminish our sales or affect our ability to sell our products profitably.\n\u2022\nWe intend to continue to expand sales of our products internationally in the future, but we may experience difficulties in obtaining regulatory clearance or approval or in successfully marketing our products internationally even if approved. A variety of risks associated with marketing our products internationally could materially adversely affect our business.\n\u2022\nIf we fail to comply with U.S. federal and state and international fraud and abuse and other healthcare laws and regulations, including those relating to kickbacks and fals", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1642545_2020.htm (CIK: 1642545, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00638", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\nReferences to the \u201cCompany,\u201d \u201cour,\u201d \u201cus\u201d or \u201cwe\u201d refer to Novus Capital Corporation. The following discussion and analysis of the Company\u2019s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.\nSpecial Note Regarding Forward-Looking Statements\nThis Annual Report includes \u201cforward-looking statements\u201d within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10KQ including, without limitation, statements in this \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d regarding the Company\u2019s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as \u201canticipate,\u201d \u201cbelieve,\u201d \u201ccontinue,\u201d \u201ccould,\u201d \u201cestimate,\u201d \u201cexpect,\u201d \u201cintends,\u201d \u201cmay,\u201d \u201cmight,\u201d \u201cplan,\u201d \u201cpossible,\u201d \u201cpotential,\u201d \u201cpredicts,\u201d \u201cproject,\u201d \u201cshall,\u201d \u201cshould,\u201d \u201cwould and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management\u2019s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors relating to the Merger, please refer to the Risk Factors section of the Registration Statement on Form S-4, as amended, filed with the U.S. Securities and Exchange Commission (the \u201cSEC\u201d). The Company\u2019s securities filings can be accessed on the EDGAR section of the SEC\u2019s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.\nOverview\nWe are a blank check company formed under the laws of the State of Delaware on March 5, 2020 for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more target businesses (a \u201cBusiness Combination\u201d). Although we may pursue an initial business combination in any industry or geographic location, we currently intend to focus on opportunities to capitalize on the ability of our management team to identify, acquire and drive the operations of the business in the smart technology innovations market. Specifically, we intend to target smart technology innovation companies that are at the forefront of high technology and are enabling the future evolution of 5G communication, virtual reality, artificial intelligence, cloud computing, machine learning and hardware and software distribution and value-added customized logistics services. We intend to effectuate our business combination using cash from the proceeds of the IPO and the sale of the private warrants, our capital stock, debt or a combination of cash, stock and debt.\nProposed Business Combination\nBusiness Combination Agreement\nOn September 28, 2020, we entered into the Business Combination Agreement with Merger Sub and AppHarvest, pursuant to which we will affect the proposed business combination.\nPursuant to the Business Combination Agreement, at Closing, AppHarvest will be merged with and into Merger Su", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1807707_2020.htm (CIK: 1807707, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00639", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11.\nEXECUTIVE COMPENSATION\nThe response to this item is incorporated by reference from the discussion responsive thereto under the caption \u201cExecutive Officer and Director Compensation\u201d in the Company\u2019s Proxy Statement for the 2021 Annual Meeting of Stockholders.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1183765_2020.htm (CIK: 1183765, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00640", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nPlan of Operation\nWe were incorporated in the State of Delaware on July 15, 2015. We have never declared bankruptcy and have never been in receivership. Since incorporation, we have not made any significant purchase; however, in June 27, 2018, we conducted a token pre-sale then subsequently a public crowd sale of cryptographic tokens. The pre-sale raised above $12 million and the public crowd sale raise $1,875. On December 18, 2019, we entered into a settlement with the SEC. Part of the settlement is to return the proceeds from the pre-sale and crowd sale plus interest to qualified recipients. We are a start-up company that has generated very little revenue apart from these two offerings. Soon we plan to relaunch our product called Catenis Enterprise. Catenis is a web services layer platform, designed to improve upon existing blockchain technology, including its security and ease of use. If we are unable to successfully find clients who desire to use our products and services, we may quickly use up the proceeds the company presently has.\nOur company\u2019s products offer a broad range of functionality that enhances the underlying blockchain adding security services, encryption services, notification services, ability to log or send any type of content that gets anchored and recorded on the global bitcoin blockchain. We also provide consultative, education, and professional services around our product offering as value-added services. Our products and services are being offered to companies as an enterprise offering. In the new relaunch of our product, we are providing self-service functionality allowing any developer, hobbyist, small company along with enterprise corporations to also take advantage of using the Catenis platform.\nWe do not expect to purchase or sell plant or significant equipment. We do, however, expect to increase the number of employees as we increase sales of our Software as a Service (SaaS) platform or acquire additional funding.\nOur plan of operations is as follows:\nMarket Our Product and Website\nOur new website containing a self-service shopping cart as a simple way to purchase our product has been launched. We are now focusing our efforts on raising capital during this period and for the rest of 2021. Our operations will be limited due to the limited amount of funds on hand. Upon completion of our rescission and claims process, our specific goal is to profitably sell our product and raise funds to continue our operations. Our plan of operations following the completion is as follows.\nOffice Establishing, Furnishing and Accounting and Legal Fees (Duration 4th - 12th Month, Approximate Cost $1,375,000)\nAs we are at the initial stage of product relaunch and have been caught in the middle of the pandemic with our Headquarter in New York City, we had to delay the plan to rent office space that can accommodate our CEO, staff, and some room to receive our customers and partners. As soon as the City reopens, we will implement the rental of the office space that can accommodate additional staff, we will also need to bring on marketing and sales help: one employee for each role will be sufficient while continuing with our present staff of two. We will also need sufficient money for SEC compliance, which includes legal and accounting fees. We estimate these expenses will add an additional cost of $242,000 in the next 12 months. We will also need to have funding for a marketing campaign that we estimate to be $44,000 and additionally travel, meal, events, and administrative expenses which would also add an additional $44,000 of expense. To meet this basic requirement, we will need raise approximately $1,375,000 in equity or debt offerings. In case we succeed to raise $1,800,000, we may rent or obtain an office with better facilities, attend conventions and trade shows, expand our marketing reach to obtain diverse clients and par", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1813793_2020.htm (CIK: 1813793, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00641", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nThe information required by this item is incorporated by reference to our definitive proxy statement related to our 2021 Annual Meeting of Stockholders, to be filed pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1270073_2020.htm (CIK: 1270073, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00642", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS.\nAs a smaller reporting company, we are not required to provide the information required by this item.\nITEM 1B.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1025771_2020.htm (CIK: 1025771, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00643", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data\nNot required as the Corporation is a smaller reporting company.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 858800_2020.htm (CIK: 858800, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00644", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nYou should consider carefully the following risk factors, together with all of the other information included or incorporated in this Annual Report. Each of these risk factors, either alone or taken together, could adversely affect our business, financial condition and results of operations, and adversely affect the value of an investment in our Common Stock. There may be additional risks that we do not know of or that we believe are immaterial that could also impair our business and financial condition.\nRisks Related to our Business\nThe Company is a development stage business and subject to the many risks associated with new businesses.\nOur current line of business has a limited operating history and our business is subject to all of the risks inherent in the establishment of a new business enterprise. Our likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered in connection with development and expansion of a new business enterprise. We have incurred losses and may continue to operate at a net loss for at least the next several years as we execute our business plan. We had a net loss of approximately $24.2 million for the year ended December 31, 2020, and a working capital and accumulated deficit of approximately $3.0 million and approximately $71.8 million, respectively.\nOur financial situation creates doubt whether we will continue as a going concern.\nThere can be no assurances that we will be able to achieve a level of revenues adequate to generate sufficient cash flow from operations or obtain funding or additional financing through private placements, public offerings and/or bank financing necessary to support our working capital requirements. To the extent that funds generated from any private placements, public offerings and/or bank financing are insufficient, we will have to raise additional working capital and no assurance can be given that additional financing will be available, or if available, will be on acceptable terms. These conditions raise substantial doubt about our ability to continue as a going concern. If adequate working capital is not available, we may be forced to discontinue operations, which would cause investors to lose their entire investment.\nBased on the report from our independent auditors dated March 31, 2021, management stated that our financial statements for the year ended December 31, 2020, were prepared assuming that we would continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The accompanying financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.\nWe are not profitable and may never be profitable.\nSince inception through the present, we have been dependent on raising capital to support our working capital needs. During this same period, we have recorded net accumulated losses and are yet to achieve profitability. Our ability to achieve profitability depends upon many factors, including our ability to develop and commercialize our websites. There can be no assurance that we will ever achieve any significant revenues or profitable operations.\nOur operating expenses exceed our revenues and will likely continue to do so for the foreseeable future.\nWe are in an early stage of our development and we have not generated sufficient revenues to offset our operating expenses. Our operating expenses will likely continue to exceed our operating income for the foreseeable future, until such time as we are able to monetize our brands and generate substantial revenues, particularly as we undertake payment of the increased costs of operating as a public company.\nWe have assumed a significant amount of debt and our operations may not be able to ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1357671_2020.htm (CIK: 1357671, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00645", "source": "edgar", "source_license": "public_domain", "text": "Item 6.\nSelected Financial Data\nThe following selected financial data should be read together with Part II, \u201cItem 7, Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d and our consolidated financial statements and related notes included elsewhere in this report. The selected balance sheet data as of December 31, 2020 and 2019, and the selected statements of operations data for each of the years ended December 31, 2020, 2019, and 2018 have been derived from our audited consolidated financial statements included elsewhere in this report. The selected balance sheet data as of December 31, 2018, 2017 and 2016 have been derived from our audited consolidated financial statements not included in this report. Our consolidated statements of income (loss) have been retrospectively reclassified to present the results of operations of the memory product business as discontinued operations. Historical results are not necessarily indicative of the results to be expected in the future.\n(1)\nOn December 12, 2016, we completed the acquisition of ClariPhy Communications Inc. (ClariPhy) for $303.7 million in cash. The results of operations of ClariPhy and estimated fair value of assets acquired and liabilities assumed were included in consolidated financial statements from the acquisition date. The acquisition resulted in a significant change in consolidated statement of income (loss) in 2020, 2019, 2018 and 2017 which includes:\n(i) charge to cost of goods sold resulting from the step-up inventory acquired from ClariPhy; and\n(ii) charge to cost of goods sold and operating expenses from amortization of acquired intangibles.\nFootnotes continued on the following page.\nFootnotes continued from the prior page.\n(2)\nOn January 10, 2020 and May 18, 2020, we completed the acquisition of eSilicon Corporation (eSilicon) for $214.6 million and Arrive Technologies Inc. (Arrive) for $20.1 million. The results of operations of eSilicon and Arrive and estimated fair value of assets acquired and liabilities assumed were included in consolidated financial statements from the acquisition dates. The acquisitions resulted in a significant change in consolidated statement of income (loss) in 2020 which includes:\n(i) charge to cost of goods sold resulting from the step-up inventory acquired from eSilicon; and\n(ii) charge to cost of goods sold and operating expenses from amortization of acquired intangibles.\n(3)\nStock-based compensation expense is included in our results of operations as follows:\n(4)\nCost of revenue and research and development expenses for the year ended December 31, 2017 included an impairment charge of $47.0 million as a result of abandonment of a project related to certain developed technology and in-process research and development from the ClariPhy acquisition.\n(5)\nIn April 2020, we issued $506.0 million of 0.75% convertible senior notes due April 15, 2025. The interest expense resulted mainly from convertible debt issued in December 2015, September 2016 and April 2020.\n(6) In 2020, we repurchased $180.5 million and $227.0 million aggregate principal amount of the Convertible Notes 2015 and Convertible Notes 2016, respectively, paying a total of $411.7 million cash (excluding payment for accrued interest) and issued approximately 5.0 million shares of common stock. The repurchase was accounted for as a debt extinguishment which resulted in loss from early extinguishment of debt of $13.5 million.\n(7) Other income, net included an impairment charge of $7.0 million related to a non-marketable equity investment for the year ended December 31, 2018.\n(8)\nThe benefit for income taxes for the year ended December 31, 2016 included the release of valuation allowance against deferred tax assets as a result of the acquisition of ClariPhy. The benefit for income taxes for the year ended December 31, 2017 included revaluation of deferred tax liabilities to the new federal tax rate of 21% and tax benefit from intercompany tran", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, deferred tax, tax rate, tax benefit. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00646", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\nYou should read the selected financial data set forth below in conjunction with \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d and the consolidated financial statements and the related notes included elsewhere in this Form 10-K. We have derived the selected statements of income data for the years ended December 31, 2020, 2019 and 2018, and the selected balance sheet data as of December 31, 2020 and 2019, from our audited consolidated financial statements included elsewhere in this Form 10-K. We have derived the selected statements of income data for the years ended December 31, 2017 and 2016, and the selected balance sheet data as of December 31, 2018, 2017 and 2016, from our audited consolidated financial statements not included in this Form 10-K. The performance, asset quality and capital ratios are unaudited and derived from the audited financial statements as of and for the years presented. Average balances have been computed using daily averages. Our historical results may not be indicative of our results for any future period.\n(1)These measures are not measures recognized under GAAP and are therefore considered to be non-GAAP financial measures. See \u201cNon-GAAP Financial Measures\u201d for a reconciliation of these measures to their most directly comparable GAAP measures.\n(2)Net interest margin is calculated on a fully taxable equivalent basis.\nNon-GAAP Financial Measures\nThis Annual Report on Form 10-K contains certain financial information determined by methods other than in accordance with GAAP. These non-GAAP financial measures are \u201ctangible common equity,\u201d \u201ctangible book value per common share,\u201d \u201ctangible assets,\u201d \u201ctangible assets excluding private banking loans,\u201d tangible common equity ratio,\u201d \u201ctangible common equity ratio excluding private banking loans,\u201d \u201ctotal revenue,\u201d \u201cpre-tax, pre-provision net revenue,\u201d \u201cefficiency ratio,\u201d and \u201cEBITDA.\u201d These non-GAAP financial measures are supplemental measures that we believe provide management and our investors with a more detailed understanding of our performance, although these measures are not necessarily comparable to similar measures that may be presented by other companies. These disclosures should not be viewed as a substitute for financial measures determined in accordance with GAAP.\nThe non-GAAP financial measures presented herein are calculated as follows:\n\u201cTangible common equity\u201d is defined as common shareholders\u2019 equity reduced by intangible assets, including goodwill. We believe this measure is important to management and investors so that they can better understand and assess changes from period to period in common shareholders\u2019 equity exclusive of changes in intangible assets associated with prior acquisitions. Intangible assets are created when we buy businesses that add relationships and revenue to our Company. Intangible assets have the effect of increasing both equity and assets, while not increasing our tangible equity or tangible assets.\n\u201cTangible book value per common share\u201d is defined as common shareholders\u2019 equity reduced by intangible assets, including goodwill, divided by common shares outstanding. We believe this measure is important to many investors who are interested in changes from period to period in book value per common share exclusive of changes in intangible assets associated with prior acquisitions.\n\u201cTangible assets\u201d is defined as total assets reduced by intangible assets, including goodwill. We believe this measure is important to many investors who are interested in changes from period to period in total assets exclusive of changes in intangible assets.\n\u201cTangible assets excluding private banking loans\u201d is defined as total assets reduced by intangible assets, including goodwill, and private banking loans. We believe this measure is important to many investors who are interested in changes from period to period in total assets exclusive of changes in intangible assets an", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1380846_2020.htm (CIK: 1380846, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00647", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11.EXECUTIVE COMPENSATION\nSummary Executive Compensation\nThe following table summarizes the total compensation paid to or earned by our Chief Executive Officer and our other named executive officers for services rendered to us in all capacities for the fiscal years ended December 31, 2020 and 2019.\nSummary Compensation Table\n(1)The amounts in the \u201cOption Awards\u201d column reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 16 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2019. There were no stock awards in 2020 or 2019.\n(2)Mr. Grauch joined the Company on October 30, 2018 as Executive Vice President and Chief Operating Officer. In May, 2019 he was appointed as President and assumed the additional role as Chief Executive Officer on January 1, 2020. Pursuant to our Executive Stock Purchase Plan, Mr. Grauch was issued a total of 21,672 shares of Common Stock in 2019 in lieu of receiving a portion of his salary. Mr. Grauch and the Company have also entered into deferred compensation agreements. Pursuant to the agreements, Mr. Grauch has agreed to defer a percentage of his cash compensation and as of each date on which compensation that would otherwise have been paid to him is deferred, the Company accrues a number of shares of Common Stock calculated by dividing (i) the dollar amount of the deferred compensation for such date by (ii) the fair market value of one share of Common Stock. During 2020, the Company accrued 117,533 shares pursuant to the agreements. See \u201cDeferred Compensation Agreements,\u201d below.\n(3)For 2020 and 2019, $6,300 and $9,000, respectively, of the amount shown in the \u201cSalary\u201d column represents payment for personal use of a company car.\n(4)The amounts shown in the \u201cAll Other Compensation\u201d column for Mr. Grauch include our matching contribution to our 401(k) defined contribution plan for the benefit of Mr. Grauch and the dollar value of life insurance premiums paid by us with respect to life insurance for the benefit of Mr. Grauch.\n(5)Mr. Skolnik and the Company have also entered into a deferred compensation agreement. Pursuant to the agreement, Mr. Skolnik has agreed to defer a percentage of his cash compensation and as of each date on which compensation that would otherwise have been paid to him is deferred, the Company accrues a number of shares of Common Stock calculated by dividing (i) the dollar amount of the deferred compensation for such date by (ii) the fair market value of one share of Common Stock. During 2020, the Company accrued 10,817 shares pursuant to the agreements. See \u201cDeferred Compensation Agreements,\u201d below.\n(6)The amounts included in \u201cSalary\u201d for 2019 include (i) a $16,814 payment made to Mr. Skolnik in connection with the completion of the sale of our Old Bridge Facility, which was a one-time payment not made pursuant to any of our performance-based bonus arrangements, and (ii) payment for personal use of a company car in the amount of $9,000. In addition, for 2020, $6,300, of the amount shown in the \u201cSalary\u201d column represents payment for personal use of a company car.\n(7)The amounts shown in the \u201cAll Other Compensation\u201d column for Mr. Skolnik include our matching contribution to our 401(k) defined contribution plan for the benefit of Mr. Skolnik and the dollar value of life insurance premiums paid by us with respect to life insurance for the benefit of Mr. Skolnik.\n(8)Mr. Alterio and the Company have also entered into a deferred compensation agreement. Pursuant to the agreement, Mr. Alterio has agreed to defer a percentage of his cash compensation and as of each date on which compensation that would otherwise have been paid to him is deferred, the Company accrues a number of shares of Common Stock calculated by dividing (i) the dollar amount of the deferred compensation for such date by (ii) the fair", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1000683_2020.htm (CIK: 1000683, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00648", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nItem 305 of SEC Regulation S-K provides that certain registrants are required to categorize market risk sensitive instruments into instruments entered into for trading purposes and instruments entered into for purposes other than trading purposes. Within both the trading and other than trading portfolios, separate quantitative information shall be presented, to the extent material, for each market risk exposure category (i.e., interest rate risk, foreign currency exchange rate risk, commodity price risk, and other relevant market risks, such as equity price risk). These requirements are not applicable to smaller reporting companies under subsection (e) thereof.\n(This space intentionally left blank)\nITEM 8:", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 845819_2020.htm (CIK: 845819, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00649", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\nOverview\nThe Partnership, directly and through its investment in the Funds, seeks to achieve capital appreciation through speculative trading of commodity interests on U.S. and international futures, options on futures and forward markets. The Partnership may also engage, directly or indirectly, in swap transactions and other derivative transactions with the approval of the General Partner. Initially, the Partnership\u2019s investment strategy focused on energy and energy-related investments. While the Partnership is expected to continue to have significant exposure to energy and energy-related markets, such trading will no longer be the Partnership\u2019s primary focus. Therefore, the Partnership\u2019s past trading performance will not necessarily be indicative of future results.\nThe General Partner/Trading Manager manages all business of the Partnership/Funds. The General Partner delegated its responsibility for the investment of the Partnership\u2019s assets to the Advisors. The General Partner/Trading Manager engages a team of approximately 20 professionals, whose primary emphasis is on attempting to maintain quality control among the advisors to the funds operated or managed by the General Partner/Trading Manager. A full-time staff of due diligence professionals use proprietary technology and on-site evaluations to monitor new and existing futures money managers. The accounting and operations staff provide processing of subscriptions and redemptions and reporting to limited partners and regulatory authorities. The General Partner also engages staff involved in marketing and sales support. In selecting an Advisor for the Partnership, the General Partner considers, among other factors, the Advisor\u2019s past performance, trading style, volatility of markets traded and fee requirements. The General Partner may modify or terminate the allocation of assets to an Advisor and allocate assets to additional advisors at any time.\nResponsibilities of the General Partner include:\n\u2022\ndue diligence examinations of the Advisors;\n\u2022\nselection, appointment and termination of the Advisors;\n\u2022\nnegotiation of the Management Agreements; and\n\u2022\nmonitoring the activity of the Advisors.\nIn addition, the General Partner/Trading Manager prepares, or assists the Administrator in preparing, the books and records and provides, or assists the Administrator in providing, the administrative and compliance services that are required by law or regulation, from time to time, in connection with the operation of the Partnership/Funds.\nWhile the Partnership and the Funds have the right to seek lower commission rates from other commodity brokers at any time, the General Partner believes that the customer agreements and other arrangements with the commodity broker are fair, reasonable and competitive.\nThe programs traded by each Advisor on behalf of the Partnership are: Millburn - Commodity Program, Ospraie - Commodity Program, Pan - Energy Trading Program, Northlander - Commodity Program, Geosol - U.S. Power and Natural Gas Program and prior to Aquantum\u2019s termination effective December 31, 2020, Aquantum - Aquantum Commodity Spread Program and prior to Harbour Square\u2019s termination effective March 31, 2019, Harbour Square - Discretionary Energy Program and prior to Aventis\u2019s termination effective November 30, 2018, Aventis - Aventis Diversified Commodity Strategy. The General Partner may modify or terminate the allocation of assets among the Advisors at any time and may allocate assets to additional Advisors at any time.\nAs of December 31, 2020 and September 30, 2020, the Partnership\u2019s assets were allocated among the Advisors in the following approximate percentages:\nMillburn Ridgefield Corporation\nMillburn trades the Partnership\u2019s assets in accordance with its Millburn Commodity Program. Millburn is the corporate successor to a futures trading and advisory organization that has been continuous", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1325676_2020.htm (CIK: 1325676, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00650", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data\nAssurant, Inc.\nFive-Year Summary of Selected Financial Data\n(1)Reflects the acquisition of TWG beginning on May 31, 2018. The decrease for the year ended December 31, 2017 was primarily due to a change in program structure impacting the accounting for revenues on a net instead of gross basis for a large client in Connected Living. The change in program structure had no impact on net income.\n(2)The year ended December 31, 2020 included a $79.3 million tax benefit related to the ability to carryback net operating losses to prior periods under the federal Coronavirus Aid, Relief, and Economic Security Act (\u201cCARES Act\u201d). The year ended December 31, 2017 included a $177.0 million benefit from the reduction of net deferred tax liabilities following the enactment of the TCJA. The reduction of net deferred tax liabilities was recorded at the reportable segment level using our best estimate of deferred tax balances as of the December 22, 2017 enactment date.\n(3)Includes reportable catastrophe losses, net of reinsurance and client profit sharing adjustments, and including reinstatement and other premiums. Reportable catastrophe losses include only individual catastrophe events that generated losses to us in excess of $5.0 million, pre-tax.\n(1)Policy liabilities include future policy benefits and expenses, unearned premiums and claims and benefits payable.\n(2)Total book value per basic common share equals total Assurant, Inc. stockholders\u2019 equity divided by the basic common shares outstanding. At December 31, 2020, 2019, 2018, 2017 and 2016 there were 58,690,004, 60,693,295, 62,770,031, 53,078,396, and 56,660,642 common shares, respectively, outstanding.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: deferred tax, tax benefit. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00651", "source": "edgar", "source_license": "public_domain", "text": "Item 8: Financial Statements and Supplementary Data\nThe following financial statements and accompanying notes, including the Report of Independent Registered Public Accounting Firm, are set forth on pages to of this Form 10-K.\nAudited Financial Statements\nItem 9:", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1325878_2020.htm (CIK: 1325878, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00652", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nYou should consider and read carefully all of the risks and uncertainties described below, as well as other information included in this Annual Report, including our consolidated financial statements and related notes. The risks described below are not the only ones facing us. The occurrence of any of the following risks or additional risks and uncertainties not presently known to us or that we currently believe to be immaterial could materially and adversely affect our business, financial condition or results of operations. This Annual Report also contains forward-looking statements and estimates that involve risks and uncertainties. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of specific factors, including the risks and uncertainties described below.\nSummary Risk Factors\nOur business is subject to a number of risks, including risks that may prevent us from achieving our business objectives or may adversely affect our business, financial condition, cash flows and results of operations that you should consider before making a decision to invest in our common shares. These risks include, but are not limited to, the following:\n\u2022The proposed Merger with Sirius may not be completed on a timely basis, on anticipated terms, or at all, and there are uncertainties and risks to consummating the Merger;\n\u2022Our results of operations fluctuate from period to period as there is inherent uncertainty and unpredictability in our business which may impact our financial results;\n\u2022We have incurred losses in the past, and our future losses may exceed our loss reserves, which could significantly and negatively affect our business;\n\u2022Our operations may be adversely affected by catastrophes such as global climate change or the ongoing COVID-19 outbreak;\n\u2022Loss of key executives or mistakes on the part of our employees or agents could adversely affect our business;\n\u2022A downgrade or withdrawal of our financial ratings would significantly and negatively affect our ability to implement our business strategy successfully;\n\u2022A decrease in capital, increase in indebtedness or inability to pay our obligations would adversely affect our business;\n\u2022Our business relies on third parties such as clients and reinsurance brokers, and the loss of these business relationships could adversely affect our business, financial condition and results of operations;\n\u2022Technology breaches or failures could disrupt or otherwise negatively impact our business;\n\u2022We do not control TP Fund or Third Point LLC, who invest and manage our capital accounts;\n\u2022Third Point LLC\u2019s strategy in managing TP Fund\u2019s investment portfolio, certain investment positions they are allowed to take and the compensation arrangements of Third Point LLC may cause us to face substantially greater investment risks than faced by other reinsurers with whom we compete;\n\u2022Conflicts of interest among various members of TP GP, TP Fund, Third Point LLC and Third Point Re may adversely affect us;\n\u2022The historical performance of Third Point LLC should not be considered as indicative of the future results and TP Fund may be exposed to material losses in any given year;\n\u2022Any suspension or revocation of our subsidiaries\u2019 insurance or reinsurance licenses would materially impact our ability to do business and implement our business strategy;\n\u2022We are subject to the risk of becoming an investment company under U.S. federal securities law;\n\u2022Our reinsurance subsidiaries are subject to minimum capital and surplus requirements, and our failure to meet these requirements could subject us to regulatory action;\n\u2022Changes in healthcare legislation or insurance regulation in the United States, Bermuda or elsewhere may have an adverse impact on our operations;\n\u2022We may be subject to United States federal income taxation;\n\u2022Certain persons or organizations who own our shares may be subject to United States federal taxation;\n\u2022Change in United States tax law", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax law. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00653", "source": "edgar", "source_license": "public_domain", "text": "Item 7A.\nQuantitative and Qualitative Disclosures About Market Risk\nInterest Rate Sensitivity\nWe had cash and cash equivalents and investments in marketable securities of $166.9 million and $422.9 million at December 31, 2020 and December 31, 2019, respectively, which was held for working capital purposes. Our exposure to market interest-rate risk relates primarily to our investment portfolio. We do not use derivative financial instruments to hedge the market risks of our investments. We manage our total portfolio to encompass a diversified pool of investment-grade securities to preserve principal and maintain liquidity. We place our investments with high-quality issuers, money market funds and debt securities. Our investment portfolio as of December 31, 2020 consisted of money market funds, municipal bonds, corporate bonds and commercial paper. Investments in fixed rate instruments carry a degree of interest rate risk. Fixed rate securities may have their market value adversely impacted due to an increase in interest rates. Due in part to this factor, our future investment income may fall short of expectations due to changes in interest rates or if the decline in fair value of our publicly traded debt investments is judged to be other-than-temporary. We may suffer losses in principal if we are forced to sell securities that have declined in market value due to changes in interest rates. However, because any debt securities we hold are classified as available-for-sale, no gains or losses are realized in the income statement due to changes in interest rates unless such securities are sold prior to maturity or unless declines in value are determined to be other-than-temporary. These securities are reported at fair value with the related unrealized gains and losses, net of applicable taxes, included in accumulated other comprehensive income, reported in a separate component of stockholders' equity. Although we currently expect that our ability to access or liquidate these investments as needed to support our business activities will continue, we cannot ensure that this will not change. We believe that, if market interest rates were to change immediately and uniformly by 10% from levels at December 31, 2020, the impact on the fair value of these securities or our cash flows or income would not be material.\nIn a low interest rate environment, as short-term investments mature, reinvestment can occur at less favorable market rates. Given the short-term nature of certain investments, the current interest rate environment may negatively impact our investment income.\nAs of December 31, 2020, we had outstanding debt of $566.5 million in the form of convertible notes. The fair value of our convertible notes is subject to interest rate risk, market risk and other factors due to the convertible feature. The fair value of our convertible notes will generally increase as interest rates fall and decrease as interest rates rise. In addition, the fair value of our convertible notes will generally increase as our common stock price increases and will generally decrease as our common stock price declines in value. The interest and market value changes affect the fair value of our convertible notes but do not impact our financial position, cash flows or results of operations due to the fixed nature of the debt obligation.\nOur cash and cash equivalents and investment in marketable securities at December 31, 2020 consisted of $141.1 million held domestically, with the remaining balance of $25.8 million held by foreign subsidiaries. There may be adverse tax effects upon repatriation of these funds to the United States. We do not plan to repatriate cash balances from foreign subsidiaries to fund our operations in the United States.\nForeign Currency Risk\nTo date, our international customer and vendor agreements have been denominated almost exclusively in United States dollars. Accordingly, we have limited exposure to foreign currency exchange rates and ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1160958_2020.htm (CIK: 1160958, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00654", "source": "edgar", "source_license": "public_domain", "text": "Item 1A: Risk Factors\nAs a smaller reporting company, we are not required to provide the information required by this Item.\nItem 1B:", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1440799_2020.htm (CIK: 1440799, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00655", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data.\nWe are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1671818_2020.htm (CIK: 1671818, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00656", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk\nMarket risk includes the risks that arise from changes in interest rates, equity prices and other market changes that affect market sensitive instruments. Our primary market risk exposure is to changes in interest rates on our variable rate debt. As of December 31, 2020, we had approximately $2.0 billion of total variable rate debt outstanding (or 76.0% of total indebtedness) with a weighted-average interest rate of 3.72% per annum.\nOur interest rate risk objectives are to limit the impact of interest rate fluctuations on earnings and cash flows and to lower our overall borrowing costs. To achieve these objectives, we manage our exposure to fluctuations in market interest rates through the use of fixed rate debt instruments to the extent that reasonably favorable rates are obtainable. We have entered into derivative financial instruments such as interest rate swaps to mitigate our interest rate risk or to effectively lock the interest rate on a portion of our variable rate debt. We do not enter into derivative or interest rate transactions for speculative purposes. After taking into consideration the effect of interest rate swaps, 81.3% of our total indebtedness was fixed or effectively fixed. Excluding the $400.0 million outstanding balance on our revolving credit facility and taking into consideration the effect of interest rate swaps, 97% of our total indebtedness was fixed or effectively fixed. As of December 31, 2020, if market interest rates on our variable rate debt not subject to interest rate swaps were to increase by 1.00%, or 100 basis points, interest expense would decrease future earnings and cash flows by less than $5.8 million annually, taking into account our existing contractual hedging arrangements.\nThe following table provides information about our financial instruments that are sensitive to changes in interest rates. For debt obligations outstanding as of December 31, 2020, the following table presents the principal repayments and related weighted-average interest rates by contractual maturity dates (in thousands):\n(1)Excludes $6.7 million and $2.4 million of net deferred financing costs on the Term Loans and mortgage loans, respectively.\n(2)The weighted-average interest rate gives effect to interest rate swaps, as applicable.\n(3)Excludes a total of $22.3 million related to fair value adjustments on debt.\nOur ultimate realized gain or loss with respect to interest rate fluctuations will depend on the exposures that arise during future periods, prevailing interest rates, and our hedging strategies at that time.\nChanges in market interest rates on our fixed rate debt impact the fair value of our debt, but such changes have no impact to our consolidated financial statements. As of December 31, 2020, the estimated fair value of our fixed rate debt was $628.0 million, which is based on having the same debt service requirements that could have been borrowed at the date presented, at prevailing current market interest rates. If interest rates were to rise by 1.00%, or 100 basis points, and our fixed rate debt balance remained constant, we expect the fair value of our debt would decrease by approximately $2.4 million.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1511337_2020.htm (CIK: 1511337, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00657", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nThe information required by this Item 11 is hereby incorporated by reference from our definitive proxy statement, to be filed pursuant to Regulation 14A within 120 days after the end of our 2020 fiscal year, under the captions \u201cCompensation Discussion and Analysis,\u201d \u201cExecutive Compensation,\u201d \u201cCompensation of Directors\u201d and \u201cDirector Compensation Table.\u201d\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1055726_2020.htm (CIK: 1055726, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00658", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data\nThe information below should be read in conjunction with \u201cCautionary Statement Regarding Forward-Looking Statements,\u201d \u201cRisk Factors,\u201d \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d and our consolidated financial statements and the related notes thereto included in this Annual Report.\nThe following table sets forth selected financial data on a consolidated basis for the Company ($ in thousands, except per share and dividend data):\n(1)On October 30, 2018, the Company\u2019s board of directors approved the fourth quarter 2018 dividend of $0.570 per share of the Company\u2019s Class A common stock in order to meet its annual REIT taxable income distribution requirement. The dividend was paid as a combination of cash and Class A common stock, subject to shareholder elections. Refer to dividends in Note 11 to our consolidated financial statements.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1577670_2020.htm (CIK: 1577670, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00659", "source": "edgar", "source_license": "public_domain", "text": "Item 1A.\nRisk Factors\nOur business operates in two reportable segments, Trex Residential and Trex Commercial, and is subject to a number of risks, including the following. If applicable to a particular segment, we have specified the respective segment subject to the risk factor.\nRisks Related to the Distribution and Sale of Our Product\nRisks Related to the Manufacture of Our Product\nRisks Related to the Availability of Capital\nRisks Related to Other Matters\nItem 1B.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1069878_2020.htm (CIK: 1069878, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00660", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nWe are omitting disclosure under this item because we meet the conditions set forth in General Instructions I(1) (a) and (b) of Form 10-K.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1336047_2020.htm (CIK: 1336047, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00661", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nCLEAR CHANNEL OUTDOOR HOLDINGS, INC. AND SUBSIDIARIES\nINDEX TO CONSOLIDATED FINANCIAL STATEMENTS\nReport of Independent Registered Public Accounting Firm\nTo the Stockholders and the Board of Directors of Clear Channel Outdoor Holdings, Inc.:\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheets of Clear Channel Outdoor Holdings, Inc. and subsidiaries (the Company) as of December 31, 2020 and 2019, the related consolidated statements of loss, comprehensive loss, changes in stockholders' deficit and cash flows for each of the three years in the period ended December 31, 2020, and the related notes and the financial statement schedule listed in the Index at Item 15(a)2 (collectively referred to as the \u201cconsolidated financial statements\u201d). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with U.S. generally accepted accounting principles.\nWe also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 25, 2021 expressed an unqualified opinion thereon.\nAdoption of New Accounting Standard\nAs discussed in Note 2 to the consolidated financial statements, the Company changed its method of accounting for leases in 2019.\nBasis for Opinion\nThese financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company\u2019s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\nCritical Audit Matters\nThe critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which they relate.\nValuation of Indefinite-Lived Intangible Assets - Permits\nDescription of the MatterAs described in Notes 2 and 10 to the consolidated fi", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1334978_2020.htm (CIK: 1334978, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00662", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nManagement\u2019s discussion and analysis is included to assist the shareholder in understanding our financial condition, results of operations, and cash flow. This discussion should be reviewed in conjunction with the audited consolidated financial statements and accompanying notes presented in Item 8 of this report and the supplemental financial data appearing throughout this report. Since the primary asset of the Company is its wholly-owned subsidiary, most of the discussion and analysis relates to the Bank.\nOVERVIEW\nThe Company is a bank holding company headquartered in Charleston, South Carolina, with $532.5 million in assets as of December 31, 2020 and net income of $6.5 million for the year ended December 31, 2020. The Company offers a broad range of financial services through its wholly owned subsidiary, the Bank. The Bank is a state-chartered commercial bank, which operates principally in the Charleston, Dorchester, and Berkeley counties of South Carolina. The Bank\u2019s original and current concept is to be a full service financial institution specializing in personal service, responsiveness, and attention to detail to foster long-standing relationships.\nWe derive most of our income from interest on loans and investment securities. The primary source of funding for making these loans and investment securities is our interest-bearing and non-interest-bearing deposits. Consequently, one of the key measures of our success is the amount of net interest income, or the difference between the income on our interest-earning assets, such as loans and investments, and the expense on our interest-bearing liabilities, such as deposits. Another key measure is the spread between the yield we earn on these interest-earning assets and the rate we pay on our interest-bearing liabilities.\nA consequence of lending activities is that we may incur credit losses. The amount of such losses will vary depending upon the risk characteristics of the loan portfolio as affected by economic conditions such as rising interest rates and the financial performance of borrowers. The reserve for credit losses consists of the allowance for loan losses (the \u201callowance\u201d) and a reserve for unfunded commitments (the \u201cunfunded reserve\u201d). The allowance provides for probable and estimable losses inherent in our loan portfolio while the unfunded reserve provides for potential losses related to unfunded lending commitments. For a detailed discussion on the allowance for loan losses, see \u201cAllowance for Loan Losses\u201d.\nIn addition to earning interest on loans and investment securities, we earn income through fees and other expenses we charge to the customer. The various components of other income and other expenses are described in the following discussion. The discussion and analysis also identifies significant factors that have affected our financial position and operating results for the year ended as of December 31, 2020 as compared to December 31, 2019 and our operating results for 2019 compared to 2018, and should be read in conjunction with the consolidated financial statements and the related notes included in this report. In addition, a number of tables have been included to assist in the discussion.\nCRITICAL ACCOUNTING POLICIES\nWe have adopted various accounting policies that govern the application of accounting principles generally accepted in the United States (\u201cGAAP\u201d) and with general practices within the banking industry in the preparation of our consolidated financial statements. Our significant accounting policies are set forth in the notes to the consolidated financial statements of this report.\nCertain accounting policies involve significant judgments and assumptions made by the Company that have a material impact on the carrying value of certain assets and liabilities. We consider these accounting policies to be critical accounting policies. The judgment and assum", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1007273_2020.htm (CIK: 1007273, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00663", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nYou should carefully consider the following factors, in addition to the other information in this Annual Report on Form 10-K, in evaluating our company and our business. Our business, operations and financial condition are subject to various risks. The material risks are described below and should be carefully considered in evaluating Odyssey or any investment decision relating to our securities. This section is intended only as a summary of the principal risks. If any of the following risks actually occur, our business, financial condition, or operating results could suffer. If this occurs, the trading price of our common stock could decline, and you could lose all or part of the money you paid to buy our common stock.\nOur business involves a high degree of risk.\nAn investment in Odyssey is extremely speculative and of exceptionally high risk. With respect to mineral exploration projects, there are uncertainties with respect to the quality and quantity of the material and their economic feasibility, the price we can obtain for the sale of the deposit or the ore extracted from the deposit, the granting of the necessary permits to operate, environmental safety, technology for extraction and processing, distribution of the eventual ore product, and funding of necessary equipment and facilities. In projects where Odyssey takes a minority ownership position in the company holding the mining rights, there may be uncertainty as to that company\u2019s ability to move the project forward.\nThe research and data we use may not be reliable.\nThe success of a mineral project is dependent to a substantial degree upon the research and data we or the contracting party have obtained. By its very nature, research and data regarding mineral deposits can be imprecise, incomplete, outdated, and unreliable. For mineral exploration, data is collected based on a sampling technique and available data may not be representative of the entire ore body or tenement area. Prior to conducting off-shore exploration, we typically conduct on-shore research. There is no guarantee that the models and research conducted onshore will be representative of actual results on the seafloor. Offshore exploration typically requires significant expenditures, with no guarantee that the results will be useful or financially rewarding.\nOperations may be affected by natural hazards.\nUnderwater exploration and recovery operations are inherently difficult and dangerous and may be delayed or suspended by weather, sea conditions or other natural hazards. Further, such operations may be undertaken more safely during certain months of the year than others. We cannot guarantee that we, or the entities we are affiliated with, will be able to conduct exploration, sampling or extractions operations during favorable periods. In addition, even though sea conditions in a particular search location may be somewhat predictable, the possibility exists that unexpected conditions may occur that adversely affect our operations. It is also possible that natural hazards may prevent or significantly delay operations. Seabed mineral extraction work may be subject to interruptions resulting from storms that adversely affect the extraction operations or the ports of delivery. Project planning considers these risks.\nWe may be unable to establish our rights to resources or items we discover or recover.\nWe may discover potentially valuable seabed mineral deposits, but we may be unable to get title to the deposits or get the necessary governmental permits to commercially extract the minerals. Mineral deposits may be in controlled waters where the policies and laws of a certain government may change abruptly, thereby adversely affecting our ability to operate in those zones. We have a process for evaluating this risk in our proprietary Global Prospectivity program.\nThe market for any objects or minerals we recover is uncertain.\nDuring the time between the date a mineral deposit is discover", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 798528_2020.htm (CIK: 798528, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00664", "source": "edgar", "source_license": "public_domain", "text": "Item 7.MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.\n(amounts in millions, except percentages and per share data)\nIn addition to historical information, this report contains forward-looking statements that involve risks and uncertainties which may cause our actual results to differ materially from expectations, plans and anticipated results discussed in forward-looking statements. We encourage you to review the risks and uncertainties, discussed in the section entitled item 1A \u201cRisk Factors\u201d, and the \u201cNote Regarding Forward-Looking Statements\u201d, included at the beginning of this Annual Report on Form 10-K. The risks and uncertainties can cause actual results to differ significantly from those forecasted in forward-looking statements or implied in historical results and trends.\nThe following discussion should be read in conjunction with our consolidated financial statements and related notes appearing elsewhere in this Annual Report on Form 10-K.\nOverview\nAlexion is a global biopharmaceutical company focused on serving patients and families affected by rare diseases and devastating conditions through the discovery, development and commercialization of life-changing medicines.\nAs a leader in rare diseases for more than 25 years, Alexion has developed and commercializes two approved complement inhibitors to treat patients with paroxysmal nocturnal hemoglobinuria (PNH) and atypical hemolytic uremic syndrome (aHUS), as well as the first and only approved complement inhibitor to treat anti-acetylcholine receptor (AChR) antibody-positive generalized myasthenia gravis (gMG) and neuromyelitis optica spectrum disorder (NMOSD) in patients who are anti-aquaporin-4 (AQP4) antibody positive. Alexion also has two highly innovative enzyme replacement therapies and the first and only approved therapies for patients with life-threatening and ultra-rare metabolic disorders, hypophosphatasia (HPP) and lysosomal acid lipase deficiency (LAL-D). With the acquisition of Portola Pharmaceuticals, Inc. (Portola) in July 2020, we added the first and only approved Factor Xa inhibitor reversal agent for patients treated with rivaroxaban or apixaban when reversal of anticoagulation is needed due to life-threatening or uncontrolled bleeding.\nIn addition to our marketed therapies, we have a diverse pipeline resulting from internal innovation and business development. Alexion focuses its research efforts on novel molecules and targets in the complement cascade and development efforts on the core therapeutic areas of hematology, nephrology,\nneurology, metabolic disorders, cardiology, ophthalmology and acute care.\nMerger Agreement with AstraZeneca\nOn December 12, 2020, we entered into an Agreement and Plan of Merger (the Merger Agreement) with AstraZeneca PLC, a public limited company incorporated under the laws of England and Wales (AstraZeneca), Delta Omega Sub Holdings Inc., a Delaware corporation and a wholly owned subsidiary of AstraZeneca (Bidco), Delta Omega Sub Holdings Inc. 1, a Delaware corporation and a direct, wholly owned subsidiary of Bidco (Merger Sub I) and Delta Omega Sub Holdings LLC 2, a Delaware limited liability company and a direct, wholly owned subsidiary of Bidco (Merger Sub II). The Merger Agreement provides, among other things, that subject to the satisfaction or waiver of the conditions set forth therein (1) Merger Sub I will merge with and into Alexion (the \u201cFirst Merger\u201d), with Alexion surviving the First Merger as a wholly owned subsidiary of Bidco, and (2) immediately following the effective time of the First Merger (the Effective Time), Alexion will merge with and into Merger Sub II (the Second Merger and, together with the First Merger, the Mergers), with Merger Sub II surviving the Second Merger as a wholly owned subsidiary of Bidco and an indirect wholly owned subsidiary of AstraZeneca.\nUnder the Merger Agreement, at the Effective Time (as defined in the Merger Agreement), each share of c", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 899866_2020.htm (CIK: 899866, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00665", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures about Market Risk\nThe Company uses derivative financial instruments to mitigate its exposure to changes in foreign currency exchange rates and interest rates. Transactions involving these financial instruments are with creditworthy banks, primarily banks that are party to the Company's credit facilities (see Note 7 \u201cFinancing Arrangements\u201d in the Notes to Consolidated Financial Statements in this Form 10-K). The use of these instruments exposes the Company to market and credit risk which may at times be concentrated with certain counterparties, although counterparty nonperformance is not anticipated.\nForeign Currency Fluctuations\nInformation about the Company's foreign currency hedging activities is set forth in Note 19 \"Derivatives and Hedging\" in the Notes to Consolidated Financial Statements in this Form 10-K, which is incorporated herein by this reference.\nAs part of the Company\u2019s risk management procedure, a sensitivity analysis model is used to measure the potential loss in future earnings of market-sensitive instruments resulting from one or more selected hypothetical changes in interest rates or foreign currency values. The sensitivity analysis model quantifies the estimated potential effect of unfavorable movements of 10% in foreign currencies to which the Company was exposed at December 31, 2020 through its foreign currency forward contracts.\nThe estimated loss from the Company\u2019s foreign currency forward contracts, calculated using the sensitivity analysis model described above, is $11.6 million at December 31, 2020. The Company believes that such a hypothetical loss from its foreign currency forward contracts would be partially offset by increases in the value of the underlying transactions being hedged.\nThe sensitivity analysis model is a risk analysis tool and does not purport to represent actual losses in earnings that will be incurred by the Company, nor does it consider the potential effect of favorable changes in market rates. It also does not represent the maximum possible loss that may occur. Actual future gains and losses will differ from those estimated because of changes or differences in market rates and interrelationships, hedging instruments and hedge percentages, timing and other factors.\nInterest Rate Fluctuations\nThe Company is exposed to interest rate risk from its credit facilities and long-term borrowing commitments. Outstanding borrowings under these credit facilities and long-term borrowing commitments accrue interest as described in Note 7 \u201cFinancing Arrangements\u201d in the Notes to Consolidated Financial Statements in this Form 10-K. The Company's long-term borrowing commitments are subject to interest rate fluctuations, which could be material to the Company's cash flows and results of operations. In order to mitigate this risk, the Company enters into interest rate hedges as part of its interest rate risk management strategy. Information about the Company's interest rate hedges is provided in Note 19 \"Derivatives and Hedging in the Notes to Consolidated Financial Statements in this Form 10-K. In order to determine the impact of unfavorable changes in interest rates on the Company's cash flows and results of operations, the Company performed a sensitivity analysis as part of its risk management procedures. The sensitivity analysis quantified that the incremental expense incurred by a 10% increase in interest rates would be $2.5 million over the 12-month period ending on December 31, 2020.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 837465_2020.htm (CIK: 837465, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00666", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nMarket risk is the potential economic loss that may result from adverse changes in the fair value of financial instruments. We are exposed to various market risks, including changes in interest rates and foreign currency rates. Periodically, we use derivative financial instruments to manage or reduce the impact of changes in interest rates and foreign currency rates. Counterparties to all derivative contracts are major financial institutions. All instruments are entered into for other than trading purposes. The major accounting policies and utilization of these instruments is described more fully in ITEM 8, Note 1 of the Notes to Consolidated Financial Statements.\nInterest rate risk\nOur debt portfolio as of December 31, 2020, was comprised of debt predominantly denominated in U.S. dollars. This debt portfolio is comprised of 72% fixed-rate debt and 28% variable-rate debt. Changes in interest rates have different impacts on the fixed and variable-rate portions of our debt portfolio. A change in interest rates on the fixed portion of the debt portfolio impacts the fair value, but has no impact on interest incurred or cash flows. A change in interest rates on the variable portion of the debt portfolio impacts the interest incurred and cash flows but does not impact the net financial instrument position.\nBased on the fixed-rate debt included in our debt portfolio, as of December 31, 2020, a 100 basis point increase or decrease in interest rates would result in a $37.6 million decrease or $40.9 million increase in fair value, respectively.\nBased on the variable-rate debt included in our debt portfolio as of December 31, 2020, a 100 basis point increase or decrease in interest rates would result in a $2.4 million increase or decrease in interest incurred.\nForeign currency risk\nWe conduct business in various locations throughout the world and are subject to market risk due to changes in the value of foreign currencies in relation to our reporting currency, the U.S. dollar. Periodically, we use derivative financial instruments to manage these risks. The functional currencies of our foreign operating locations are generally the local currency in the country of domicile. We manage these operating activities at the local level and revenues, costs, assets and liabilities are generally denominated in local currencies, thereby mitigating the risk associated with changes in foreign exchange. However, our results of operations and assets and liabilities are reported in U.S. dollars and thus will fluctuate with changes in exchange rates between such local currencies and the U.S. dollar.\nFrom time to time, we may enter into short duration foreign currency contracts to hedge foreign currency risks. As the majority of our foreign currency contracts have an original maturity date of less than one year, there is no material foreign currency risk. At December 31, 2020, we had outstanding foreign currency derivative contracts with gross notional U.S. dollar equivalent amounts of $12.4 million. Changes in the fair value of all derivatives are recognized immediately in income unless the derivative qualifies as a hedge of future cash flows. Gains and losses related to a hedge are deferred and recorded in the Consolidated Balance Sheets as a component of Accumulated other comprehensive loss and subsequently recognized in the Consolidated Statements of Operations and Comprehensive Income when the hedged item affects earnings.\nAt December 31, 2020, we had outstanding cross currency swap agreements with a combined notional amount of $855.1 million. The cross currency swap agreements are accounted for as either cash flow hedges to hedge foreign currency fluctuations on certain intercompany debt, or as net investment hedges to manage our exposure to fluctuations in the Euro-U.S. Dollar exchange rate. The currency risk related to the cross currency swap agreements is measured by estimating the", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 77360_2020.htm (CIK: 77360, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00667", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nThe consolidated financial statements and related financial statement schedules required to be filed are indexed on page and are incorporated herein.\nITEM 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1121702_2020.htm (CIK: 1121702, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00668", "source": "edgar", "source_license": "public_domain", "text": "Item 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.\nOverview\nThe Trust is a Delaware statutory trust formed on August 8, 2003. The Trust is a multi-advisor commodity pool, as described in CFTC Regulation \u00a7 4.10(d)(2). The Trust is authorized to issue multiple Series of Units, pursuant to the requirements of the Trust Act. The assets of each Series are held and accounted for in separate and distinct records separately from the assets of other Series. The Trust is managed by the Managing Owner, and its term will expire on December 31, 2053 (unless terminated earlier in certain circumstances).\nThe Trust, with respect to each Series of Units, engages in the speculative trading of a diversified portfolio of futures, forward (including interbank foreign currencies) and options contracts and other derivative instruments (including swaps). The Trust allocates funds to affiliated Trading Companies and Galaxy Plus entities, each of which has one-year renewable contracts with its own independent Trading Advisor(s) that will manage all or a portion of the applicable Trading Company\u2019s or Galaxy Plus entity\u2019s assets, and make the trading decisions for the assets of each Series vested in such Trading Company or Galaxy Plus entity. The assets of each Trading Company and Galaxy Plus entity will be segregated from the assets of each other Trading Company and Galaxy Plus entity. The Trust has an investment objective of increasing the value of the Units over the long term (capital appreciation), while controlling risk and volatility; further, to offer exposure to the investment programs of individual Trading Advisors and to specific instruments (currencies). For additional overview of the Trust\u2019s structure and business activities, see Item 1 \u201cBUSINESS.\u201d For a discussion of fees paid by the Trust, see Item 11 \u201cEXECUTIVE COMPENSATION.\u201d\nCritical Accounting Policies and Estimates\nThe preparation of financial statements in conformity with accounting principles generally accepted in the United States (\u201cGAAP\u201d) requires the Managing Owner to adopt accounting policies and make estimates and assumptions that affect amounts reported in the Trust\u2019s financial statements. The Trust\u2019s most significant accounting policy, described below, includes the valuation of its futures and forward contracts, options contracts, swap contracts, U.S. treasury securities and investments in unconsolidated Trading Companies and Galaxy Plus entities. The majority of these investments are exchange traded contracts valued upon exchange settlement prices or non-exchange traded contracts and obligations with valuation based on third-party quoted dealer values on the Interbank market.\nThe Trust\u2019s other significant accounting policies are described in detail in Note 2 of the financial statements.\nInvestment Transactions and Valuation\nThe Managing Owner has evaluated the nature and type of transactions processed and estimates that it makes in preparing the Trust\u2019s financial statements and related disclosures and has adopted Accounting Standard Codification (\u201cASC\u201d) 820, Fair Value Measurements and Disclosure, and implemented the framework for measuring fair value for assets and liabilities.\nThe Trust utilizes valuation techniques that are consistent with the market approach per the requirement of ASC 820 for the valuation of futures (exchange traded) contracts, forward (non-exchange traded) contracts, option contracts, swap contracts and other non-cash assets. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. The Trust applies the valuation techniques in a consistent manner for each asset or liability. The Trust records all investments at fair value in its Statements of Financial Condition, with changes in fair value reported as a component of net gain/(loss) on investments in the Statements of Operations.\nInputs to valuation techniques refer t", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1450722_2020.htm (CIK: 1450722, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00669", "source": "edgar", "source_license": "public_domain", "text": "Item 1A.\u2003Risk Factors.\nSummary of Risk Factors\nWe are subject to a variety of risks and uncertainties, including, without limitation risks related to (i) our businesses and underlying regulations governing our operations, (ii) changes in the regulatory and permitting environment, (iii) environmental risks, (iv) tax matters and (v) the COVID-19 pandemic, each of which could have an adverse effect on our financial condition, results of operations and cash available for distribution to our unitholders. Additional discussion of these risks, and other risks that we face, can be found below.\n\u25cfThe COVID-19 pandemic and certain developments in global oil markets have had, and may continue to have, material adverse consequences for general economic, financial and business conditions.\n\u25cfWe may not have sufficient cash from operations to enable us to pay distributions on our Series A preferred units or maintain distributions on our common units at current levels.\n\u25cfCertain of our financial results are subject to seasonality.\n\u25cfOur debt levels may limit our flexibility in obtaining additional financing and in pursuing other business\nopportunities.\n\u25cfOur risk management policies cannot eliminate all commodity risk, basis risk or the impact of unfavorable market conditions. In addition, any noncompliance with our risk management policies could result in significant financial losses.\n\u25cfWe are exposed to trade credit risk and risk associated with our trade credit support in the ordinary course of our business activities.\n\u25cfHigher prices, new technology and alternative fuels, such as electric, hybrid, battery powered, hydrogen or other alternative fuel-powered motor vehicles, and energy efficiency could reduce demand for our products.\n\u25cfWe depend upon marine, pipeline, rail and truck transportation services for logistics activities. Implementation of regulations and directives related to these transportation services as well as disruption in any of these transportation services could adversely affect our logistics activities.\n\u25cfChanges in government usage mandates and tax credits could adversely affect the availability and pricing of ethanol and renewable fuels, which could negatively impact our sales.\n\u25cfWe may not be able to obtain state fund or insurance reimbursement of our environmental remediation costs.\n\u25cfOur results can be adversely affected by unforeseen events, such as adverse weather, natural disasters, terrorism, pandemics or other catastrophic events.\n\u25cfOur businesses are subject to federal, state and municipal environmental and non-environmental regulations which could have a material adverse effect on such businesses.\n\u25cfNew, stricter environmental laws and other industry-related regulations or environmental litigation could significantly impact our operations and/or increase our costs.\n\u25cfOur operations are subject to a series of risks arising from climate change.\n\u25cfWe depend on unionized labor for the operation of certain of our terminals. Any work stoppages or labor disturbances at these terminals could disrupt our businesses.\n\u25cfOur general partner and its affiliates have conflicts of interest and limited fiduciary duties, which could permit them to favor their own interests to the detriment of our unitholders.\n\u25cfOur tax treatment depends on our status as a partnership for federal income tax purposes.\n\u25cfUnitholders may be required to pay taxes on their share of our income even if they do not receive any cash distributions from us.\nRisks Related to the COVID-19 Pandemic\nThe COVID-19 pandemic and certain developments in global oil markets have had, and may continue to have, material adverse consequences for general economic, financial and business conditions, and could materially and adversely affect our business, financial condition and results of operation and those of our customers, suppliers and other counterparties.\nThe COVID-19 pandemic across the United States and the responses of governmental bodies (federal, state and municipal), companie", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax credit. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00670", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nThe information under the caption \u201cCompensation Discussion and Analysis - Compensation Committee Report\u201d shall not be deemed to be \u201csoliciting material,\u201d or to be \u201cfiled\u201d with the SEC, or subject to Regulation 14A or 14C under the Exchange Act or to the liabilities of Section 18 of the Exchange Act, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933. The information required by this Item 11 is incorporated herein by reference from Occidental\u2019s definitive Proxy Statement to be filed with the SEC pursuant to Regulation 14A within 120 days of December 31, 2020.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 797468_2020.htm (CIK: 797468, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00671", "source": "edgar", "source_license": "public_domain", "text": "Item 1A:\nRISK FACTORS\nAll investments risk the loss of capital. No guarantee or representation is made that either portfolio of the Fund will achieve its investment objective. An investment in the Fund is speculative and involves certain considerations and risk factors that prospective investors should consider before subscribing. The practices of leverage and derivatives trading and other investment techniques, which the Fund expects to employ, can, in certain circumstances, result in significant losses. Under certain circumstances, an investment in the Fund involves the risk of a substantial loss of such investment. Investors should be able to bear the loss of their entire investment in the Fund, and their investment in the Fund should not be their sole significant investment.\nPast performance is not necessarily indicative of future results.\nClass 0 of the Fund has been operating since August 1, 2006, and Class 2 since November 1, 2007 with respect to its original portfolio, now the Blended Strategies Portfolio. Moreover, DTP became a part of the Blended Strategies Portfolio as of August 2008. There can be no assurance that the portfolio of the Fund will achieve its investment objective.\nFutures and Options Trading Is Speculative and Volatile. Futures and options prices are highly volatile. Such volatility may lead to substantial risks and returns, generally much larger than in the case of equity or fixed-income investments. Price movements for futures are influenced by, among other things: changing supply and demand relationships; weather; agricultural, trade, fiscal, monetary, and exchange control programs and policies of governments; macro political and economic events and policies; changes in national and international interest rates and rates of inflation; currency devaluations and revaluations; and emotions of other market participants. None of these factors can be controlled by the Fund and no assurance can be given that the Manager\u2019s advice will result in profitable trades for a participating customer or that a customer will not incur substantial losses. The Fund may purchase and write options. The purchaser of an option is subject to the risk of losing the entire purchase price of the option, while the writer of an option is subject to an unlimited risk of loss, namely the risk of loss resulting from the difference between the premium received for the option and the price of the futures contract or other asset underlying the option which the writer must purchase or deliver upon exercise of the option. Thus, an investment in the Fund is suitable only for those investors with speculative capital who understand the risks of futures and options markets.\nTo the extent the Fund invests in a commodity futures contract or long option that is physically settled, unless an offsetting trade is made, the Fund would be required to take physical delivery of the commodity underlying the future or option. To the extent the Fund fails to enter into such offsetting trade prior to the expiration of the contract, the Fund may suffer a loss since neither the Fund nor the Manager expects it has the operational capacity to accept physical delivery of commodities.\nThe Fund\u2019s Trading Is Highly Leveraged, Which May Result in Substantial Losses for the Fund. The Fund trades futures and options on a leveraged basis due to the low margin deposits normally required for trading. As a result, a relatively small price movement in a contract may result in immediate and substantial gains or losses for the Fund. For example, $3,000 in margin may be required to hold a U.S. Treasury futures contract with a face value of $100,000. If the value of the contract were to decline by 3%, the entire margin deposit would be lost.\nMarket Illiquidity May Cause Less Favorable Trade Prices. Futures trading at times may be illiquid. Most United States commodity exchanges limit price fluctuations in certain commodity interest prices during a single day by means of \u201cda", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1461237_2020.htm (CIK: 1461237, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00672", "source": "edgar", "source_license": "public_domain", "text": "Item 8.\tFinancial Statements and Supplementary Data.\nReference is made to the financial statements, which begin at page of this report.\nItem 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 778164_2020.htm (CIK: 778164, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00673", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS.\nInvesting in our shares or CDIs involves a high degree of risk. Before you invest in our shares or CDIs, you should understand the high degree of risk involved. You should carefully consider the following risks and other information in this Form 10-K, including our financial statements and related notes appearing elsewhere in this Form 10-K, before you decide to invest in our shares or CDIs. If any of the events described below actually occurs, our business, financial condition and operating results could be harmed. In such an event, the market price of our CDIs would likely decline and you could lose part or all of your investment.\nKey Business Risks\nThe recent and ongoing COVID-19 pandemic could materially affect our operations, employee availability, financial condition, liquidity and cash flow and the length of such impacts are uncertain.\nCOVID-19 has spread to Australia and to other countries, including in each of the areas in which our company and our suppliers and customers operate. The spread of COVID-19, which has caused a broad impact globally, may materially affect us economically. While the potential economic impact brought by COVID-19, and the duration of such impact, may be difficult to assess or predict, the widespread pandemic has resulted in significant disruption of global financial markets, which could reduce our ability to access capital in the event it is required and negatively affect our future liquidity. In addition, a recession or market correction resulting from the spread of COVID-19 and related government orders and restrictions could materially affect our business and the value of our common stock. The COVID-19 pandemic continues to evolve rapidly.\nThe spread of COVID-19 impacts several of our partners and may result in disruption of the supply chain of products and delays in shipments, product development and product launches. In addition, demand for products that include our technologies may be negatively impacted due to economic uncertainty from COVID-19 and a decline in spending by our customers.\nThe spread of COVID-19 has caused us to modify our business practices (including restricting employee travel, enabling and encouraging remote work, and cancellation of physical participation in meetings, events and conferences), and we may take further actions as may be required by government authorities or that we determine are in the best interests of our employees, partners, and community. These actions may adversely impact our productivity and cause delays on new and existing projects. Such delays may negatively impact our revenues. Further, there is no certainty that the measures we have taken or will take will be sufficient to mitigate the risks posed by the virus to the well-being and productivity of our workforce.\nWe are monitoring the global outbreak and spread of COVID-19 and taking steps in an effort to identify and mitigate the adverse impacts on, and risks to, our business (including but not limited to our employees, suppliers, customers and other business partners) posed by its spread and the governmental and community reactions thereto. We continue to assess and update our business continuity plans in the context of this pandemic, including taking steps in an effort to help keep our workforces healthy and safe.\nWe may enter into collaborations, licensing arrangements, strategic alliances or partnerships with third parties that may not result in the development of commercially viable products or the generation of significant future revenues or our business would be severely harmed if our key contracts are terminated, or if counterparties to our key contracts do not meet their performance obligations under those contracts.\nIn the ordinary course of our business, we may enter into collaborations, licensing arrangements, strategic alliances or partnerships to develop proposed products or technologies, pursue new markets, or protect our intellectual property assets. We ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1279695_2020.htm (CIK: 1279695, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00674", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nReport of Independent Registered Public Accounting Firm\nTo the Board of Directors and Shareholders\nof Ameren Corporation\nOpinions on the Financial Statements and Internal Control over Financial Reporting\nWe have audited the accompanying consolidated balance sheets of Ameren Corporation and its subsidiaries (the \u201cCompany\u201d) as of December 31, 2020 and 2019, and the related consolidated statements of income and comprehensive income, of shareholders\u2019 equity and of cash flows for each of the three years in the period ended December 31, 2020, including the related notes and financial statement schedules listed in the index appearing under Item 15(a)(2) (collectively referred to as the \u201cconsolidated financial statements\u201d). We also have audited the Company\u2019s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).\nIn our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.\nBasis for Opinions\nThe Company\u2019s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management\u2019s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company\u2019s consolidated financial statements and on the Company\u2019s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.\nOur audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a rea", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 100826_2020.htm (CIK: 100826, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00675", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nWe are subject to those financial risks generally associated with early-stage enterprises. Since we have sustained losses since inception, we will require financing to fund our development activities and to support our operations and will independently seek additional financing. However, we may be unable to obtain such financing. We are also subject to risk factors specific to our business strategy and the mining and exploration industry.\nRISKS ASSOCIATED WITH OUR COMPANY AND INDUSTRY\nThe following are certain risk factors that could affect our business, financial position, results of operations or cash flows. These risk factors should be considered along with the forward-looking statements contained in this Annual Report on Form 10-K because these factors could cause our actual results or financial condition to differ materially from those projected in forward-looking statements. The following discussion is not an all-inclusive listing of risks, although we believe these are the more material risks that we face. If any of the following occur, our business, financial position, results of operations or cash flows could be negatively affected. We caution the reader to keep these risk factors in mind and refrain from attributing undue certainty to any forward-looking statements, which speak only as of the date of this Annual Report.\nWe are a junior exploration company incorporated on February 27, 2014. We have a limited operating history upon which an evaluation of our future prospects can be made. As at December 31, 2020, we had a working capital deficit of $536,890, cash on hand of $893,823, and $259,053 in retained deficit. Our capital assets include an equity investment in common shares and warrants to acquire common shares of Walker River Resources Corp. (\u201cWRR\u201d), which we can use as a source of additional cash inflow, should we decide to sell all or part of our investment. These details must be considered in light of the substantial risks, expenses, and difficulties encountered by new entrants into the mining and mineral exploration industry. Our ability to achieve and maintain profitability and positive cash flow is highly dependent upon a number of factors. Based upon current plans, we expect to incur losses in future periods as we incur expenses associated with our operations and exploration programs. Further, we cannot guarantee that we will be successful in realizing future revenues or in achieving or sustaining positive cash flow at any time in the future. Any such failure could result in the possible closure of our business or force us to seek additional capital through loans or additional sales of our equity securities to continue business operations, which would dilute the value of any shares.\nAs a public company, we will have to comply with numerous financial reporting and legal requirements, including those pertaining to audits and internal control. The cost of these compliance requirements could be significant. If we are unable to satisfy the costs in the normal course of business and/or through the issuance of our shares, we may not be able to continue as a going concern.\nOur independent registered auditors\u2019 report includes an explanatory paragraph stating that there is substantial doubt about our ability to continue as a going concern.\nOur auditor\u2019s report for the year ended December 31, 2020, expresses an opinion that substantial doubt exists as to whether we can continue as an ongoing business. Moreover, our officers may be unable or unwilling to loan or advance us any funds. See \u201cAudited Financial Statements - Report of Independent Registered Public Accounting Firm\u201d\nWe had generated a net income of $288,158 for the year ended December 31, 2020, of which $135,849 resulted from gain on fair value adjustment we recorded on our equity investment, and $168,866 was attributed to gain on sale of WRR shares. Our future is dependent upon our ability to obtain financing, to continue gainfully sel", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1605481_2020.htm (CIK: 1605481, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00676", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data\nSelected financial data for the last five fiscal years ended December 31 for the Continuing Operations, unless noted, is summarized in the table below.\n1)\nIncluding Discontinued Operations for comparable years 2016-2018.\n2)\nAt year end, excluding dilution and net of treasury shares.\n3)\nIncluding steering wheels, inflators and initiators.\n4)\nIncluding antitrust provision expense of $210 million in 2018.\n5)\nImpacted by the distribution of Veoneer on June 29, 2018 of approximately $2 billion recorded as a reduction of equity.\n6)\nThe increase in debt in 2018 is primarily driven by our capitalization of Veoneer of approximately $1 billion prior to the distribution to the shareholders.\n7)\nThe Company has decided not to recalculate prior periods since the distribution of Veoneer had a significant impact on total equity and capital employed making the comparison less meaningful.\n8)\nSee section Non-U.S. GAAP Performance Measures in Item 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1034670_2020.htm (CIK: 1034670, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00677", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11.\nEXECUTIVE COMPENSATION\nThe information required by this Item 11 is incorporated by reference to the applicable information in our Proxy Statement set forth under the headings Summary Compensation Table, Meetings of Board of Directors and Committees and Compensation of Members, Compensation Committee Interlocks and Insider Participation, Compensation Committee Report, Compensation Discussion and Analysis and certain other sections.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 203596_2020.htm (CIK: 203596, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00678", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors.\nDescribed below are risks that we believe apply to our business and the industry in which we operate. You should carefully consider each of the following risk factors in conjunction with other information provided in this Annual Report on Form 10-K and in our other public disclosures. The risks described below highlight potential events, trends or other circumstances that could adversely affect our business, financial condition, results of operations, cash flows, liquidity or access to sources of financing, and consequently, the market value of our Class A common stock. These risks could cause our future results to differ materially from historical results and from guidance we may provide regarding our expectations of future financial performance.\nSummary Risk Factors\nOur business is subject to a number of risks, including risks that may prevent us from achieving our business objectives or may adversely affect our business, financial condition and results of operations. These risks are discussed more fully below and include, but are not limited to the following:\nRisks Related to Our Growth Strategies and Operations\n\u25aaPandemics or disease outbreaks, such as the recent outbreak of the COVID-19 pandemic, have disrupted, and may continue to disrupt our business, and have materially affected our operations, results of operations and our financial condition.\n\u25aaOur long-term success is dependent on the selection, design and execution of appropriate business strategies.\n\u25aaOur primary growth strategy is highly dependent on the availability of suitable locations and our ability to develop and open new Shacks on a timely basis and on terms attractive to us.\n\u25aaOur plans to open new Shacks, the ongoing need for capital expenditures at our existing Shacks and our ongoing digital enhancements require us to spend capital.\n\u25aaOur expansion into new domestic markets may present increased risks, which could affect our profitability.\n\u25aaOur failure to manage our growth effectively could harm our business and operating results.\n\u25aaNew Shacks, once opened, may not be profitable, and may negatively affect Shack sales at our existing Shacks.\n\u25aaIf we are unable to maintain and grow Shack sales at our existing Shacks, our financial performance could be adversely affected.\n\u25aaOur mission to Stand For Something Good subjects us to risks.\n\u25aaWe have a limited number of suppliers for our major products and rely on one national distribution company for the majority of our domestic distribution needs. If our suppliers or distributor are unable to fulfill their obligations under our arrangements with them, we could encounter supply shortages and incur higher costs.\n\u25aaOur marketing strategies and channels will evolve and our programs may or may not be successful.\n\u25aaWe rely on a limited number of licensees for the operation of our licensed Shacks, and we have limited control with respect to the operations of our licensed Shacks, which could have a negative impact on our reputation and business.\n\u25aaIf we fail to maintain our corporate culture, our relationships with our employees and guests could be negatively affected.\nShake Shack Inc. Form 10-K | 19\nRisks Related to Operating in the Restaurant Industry\n\u2022Incidents involving food safety and food-borne illnesses could adversely affect guests' perception of our brand, result in lower sales and increase operating costs.\n\u2022The digital and delivery business, and expansion thereof, is uncertain and subject to risk.\n\u2022Rising labor costs and difficulties recruiting and retaining the right team members could adversely affect our business.\n\u2022Increased food commodity and energy costs could decrease our Shack-level operating profit margins or cause us to limit or otherwise modify our menu, which could adversely affect our business.\n\u2022Shortages or interruptions in the supply or delivery of food products could adversely affect our operating results.\n\u2022We face significant competition for guests, and if we are unable to compete ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1620533_2020.htm (CIK: 1620533, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00679", "source": "edgar", "source_license": "public_domain", "text": "Item 6.\nSelected Financial Data\nThe following selected financial data has been derived from our audited consolidated financial statements. The information below is not necessarily indicative of the results of future operations and should be read in conjunction with Item 7, \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations,\u201d and Item 1A, \u201cRisk Factors,\u201d of this Annual Report on Form 10-K, and the consolidated financial statements and related notes thereto included in Item 8, \u201cFinancial Statements and Supplementary Data\u201d, of this Annual Report on Form 10-K, in order to fully understand factors that may affect the comparability of the information presented below.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1178711_2020.htm (CIK: 1178711, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00680", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7.\nMANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nThis section is intended to provide readers of our financial statements information regarding our financial condition, results of operations, and items that management views as important. The following discussion and analysis should be read in conjunction with the Company\u2019s accompanying consolidated financial statements and accompanying notes as of and for the years ended December 31, 2020 and 2019. The discussion of results, causes, and trends should not be construed to imply any conclusion that such results or trends will necessarily continue in the future. Additionally, it should be noted that a uniform comparative analysis cannot be performed for all segments, as a segment\u2019s limited financial history or recent restructuring results in less comparable financial performance.\nSummary of Financial Performance\nCommon stockholders\u2019 equity increased from $10,633,958 at December 31, 2019, to $14,043,411 at December 31, 2020. This change was primarily attributable to $3,267,052 of net income in the asset management operations segment, $467,824 of net income in the internet operations segment, $202,676 of net income in the real estate operations segment, and $165,186 of net income resulting from discontinued operations under the home services operations segment, and was partially offset by $823,334 of net loss in the other operations segment. Corporate expenses for the year ended December 31, 2020, included in the net loss from other operations, totaled $966,862. Total comprehensive net income for the year ended December 31, 2020 equaled $3,279,404.\nBalance Sheet Analysis\nThis section provides an overview of changes in our assets, liabilities, and equity and should be read together with our accompanying consolidated financial statements, including the accompanying notes to the financial statements. The table below provides a balance sheet summary for the periods presented and is designed to provide an overview of the balance sheet changes from quarter to quarter.\nFinancial Condition, Liquidity, and Capital Resources\nDuring 2020, Enterprise Diversified carried out its business strategy in four operating segments: Asset Management Operations, Real Estate Operations, Internet Operations, and Other Operations. During periods prior to the quarter ended June 30, 2019, the Company also operated through a fifth reportable segment, Home Services Operations. However, as of the year ended December 31, 2020, and for all prior periods presented, home services operations are reported as discontinued operations. Our primary focus is on generating cash flow so that we have the flexibility to pursue opportunities as they present themselves. We will only invest cash in each segment if we believe that the return on this invested capital is appropriate for the risk associated with the investment. This consideration is measured against all investment opportunities available to us and is not limited to these particular segments or the Company\u2019s historical operations.\nCash and equivalents totaled $341,007 at the year ended December 31, 2020, compared to $666,810 at year-end December 31, 2019. Real estate held for investment decreased to $241,876 at the year ended December 31, 2020, compared to $380,515 at year-end December 31, 2019, and real estate held for resale decreased to $0 at the year ended December 31, 2020, compared to $98,910 at year-end December 31, 2019. Total notes payable also decreased to $250,094 at the year ended December 31, 2020, from $511,025 at year-end December 31, 2019. The decreases in real estate and notes payable are primarily due to the opportunistic sales of certain EDI Real Estate rental properties. The Company does not expect to make significant reinvestments into property and equipment used in operating activities at this time.\nThe Company currently believes that our existing balances of cash, cash equivalents, and cash generated fr", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1096934_2020.htm (CIK: 1096934, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00681", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations (\u201cMD&A\u201d) is designed to provide the reader of the Company\u2019s financial statements with a narrative from the perspective of management on the Company\u2019s financial condition, results of operations, liquidity and certain other factors that may affect future results. This MD&A includes the following sections: Overview, Highlights, Results of Operations, Performance Measures and Non-GAAP Reconciliations, Liquidity and Capital Resources, Critical Accounting Policies, and Recently Issued Accounting Standards. The MD&A is provided as a supplement to, and should be read in conjunction with, the Company\u2019s audited consolidated financial statements and the related notes included in Item 15 of this report.\nIn order to show the impact of changes in foreign currency exchange rates on our results of operations, we have included constant currency disclosures, where necessary, in the Overview and Results of Operations sections which follow. Constant currency disclosures represent the translation of our current fiscal year revenues and expenses from the functional currencies of our subsidiaries to U.S. Dollars using the exchange rates in effect for the corresponding period of the prior fiscal year. We use results on a constant currency basis as one of the measures to understand our operating results and evaluate our performance in comparison to prior periods. Results on a constant currency basis are not in accordance with accounting principles generally accepted in the United States of America (\u201cnon-GAAP\u201d) and should be considered in addition to, not as a substitute for, results prepared in accordance with GAAP.\n\u200e\nOverview\nThe Company\nWD-40 Company (\u201cthe Company\u201d), based in San Diego, California, is a global marketing organization dedicated to creating positive lasting memories by developing and selling products that solve problems in workshops, factories and homes around the world. We market our maintenance products and our homecare and cleaning products under the following well-known brands: WD-40, 3-IN-ONE, GT85, X-14, 2000 Flushes, Carpet Fresh, no vac, Spot Shot, 1001, Lava and Solvol. Currently included in the WD-40 brand are the WD-40 Multi-Use Product and the WD-40 Specialist and WD-40 BIKE product lines.\nOur brands are sold in various locations around the world. Maintenance products are sold worldwide in markets throughout North, Central and South America, Asia, Australia, Europe, the Middle East and Africa. Homecare and cleaning products are sold primarily in North America, the United Kingdom (\u201cU.K.\u201d) and Australia. We sell our products primarily through warehouse club stores, hardware stores, automotive parts outlets, industrial distributors and suppliers, mass retail and home center stores, value retailers, grocery stores, online retailers, farm supply, sport retailers, and independent bike dealers.\nHighlights\nThe following summarizes the financial and operational highlights for our business during the fiscal year ended August 31, 2020:\n\uf0b7Consolidated net sales decreased $14.9 million, or 4%, for fiscal year 2020 compared to the prior fiscal year. Changes in foreign currency exchange rates had an unfavorable impact of $4.9 million on consolidated net sales for fiscal year 2020. Thus, on a constant currency basis, net sales would have decreased by $10.0 million, or 2%, for fiscal year 2020 compared to the prior fiscal year. This unfavorable impact from changes in foreign currency exchange rates mainly came from our EMEA segment, which accounted for 38% of our consolidated sales for the fiscal year ended August 31, 2020.\n\uf0b7Gross profit as a percentage of net sales decreased to 54.6% for fiscal year 2020 compared to 54.9% for the prior fiscal year.\n\uf0b7Consolidated net income increased $4.8 million, or 9%, for fiscal year 2020 compared to the prior fiscal year. Chang", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 105132_2020.htm (CIK: 105132, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00682", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk.\nMarket risk includes the risks that arise from changes in interest rates, equity prices and other market changes that affect market sensitive instruments. Our primary market risk exposure is to changes in interest rates on our variable rate debt. As of December 31, 2020, we had approximately $96.0 million of total variable rate debt outstanding (or 12.5% of total indebtedness) with a weighted-average interest rate of 1.74% per annum. As of December 31, 2020, if market interest rates on our variable rate debt were to increase by 1.00%, or 100 basis points, interest expense would decrease future earnings and cash flows by approximately $1.0 million annually. As of December 31, 2020, we also had approximately $85.0 million of total variable rate related party debt outstanding (or 11.0% of total indebtedness) with a weighted-average interest rate of 3.14% per annum. As of December 31, 2020, if market interest rates on our variable rate related party debt were to increase by 1.00%, or 100 basis points, related party interest expense would decrease future earnings and cash flows by approximately $0.9 million annually.\nOur interest rate risk objectives are to limit the impact of interest rate fluctuations on earnings and cash flows and to lower our overall borrowing costs. To achieve these objectives, we manage our exposure to fluctuations in market interest rates\nthrough the use of fixed rate debt instruments to the extent that reasonably favorable rates are obtainable. From time to time, we may enter into derivative financial instruments such as interest rate swaps to mitigate our interest rate risk or to effectively lock the interest rate on a portion of our variable rate debt. We do not enter into derivative or interest rate transactions for speculative purposes.\nThe following table provides information about our financial instruments that are sensitive to changes in interest rates. For debt obligations outstanding as of December 31, 2020, the following table presents the principal repayments and related weighted-average interest rates by contractual maturity dates (in thousands):\n(1)Excludes a total of $22.0 million related to fair value adjustments on the debt that RLJ pushed down to our consolidated financial statements as a result of the Mergers.\n(2)Excludes $0.6 million of net deferred financing costs on the mortgage loan.\nOur ultimate realized gain or loss with respect to interest rate fluctuations will depend on the exposures that arise during future periods, prevailing interest rates, and our hedging strategies at that time.\nChanges in market interest rates on our fixed rate debt impact the fair value of our debt, but such changes have no impact to our consolidated financial statements. As of December 31, 2020, the estimated fair value of our fixed rate debt was $597.8 million, which is based on having the same debt service requirements that could have been borrowed at the date presented, at prevailing current market interest rates. If interest rates were to rise by 1.00%, or 100 basis points, and our fixed rate debt balance remains constant, we expect the fair value of our debt to decrease by approximately $2.0 million.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1715629_2020.htm (CIK: 1715629, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00683", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\nThe following discussion should be read in conjunction with Part II, Item 8, \u201cFinancial Statements and Supplementary Data\u201d of this report. Information contained in the following discussion of our results of operations and financial condition contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, and, as such, is based on current expectations and is subject to certain risks and uncertainties. The reader should not place undue reliance on these forward-looking statements for many reasons, including those risks discussed under Item 1A, \u201cRisk Factors,\u201d and elsewhere in this document. See \u201cCautionary Statement Regarding Forward-Looking Information\u201d that precedes Part I of this report. We undertake no obligation to publicly update or revise any forward-looking statements as a result of new information, future events or otherwise.\nReferences in this item to \u201cwe,\u201d \u201cour,\u201d or \u201cus\u201d are to the Company and its subsidiaries on a consolidated basis unless the context otherwise requires. The term \u201cUSD\u201d refers to US dollars, the term \u201cCAD\u201d refers to Canadian dollars, the term \u201cPLN\u201d refers to Polish zloty and the term \u201cGBP\u201d refers to British pounds. Certain terms used in this Item 7 without definition are defined in Item 1, \u201cBusiness\u201d of this report.\nAmounts presented in this Item 7 are rounded. As such, there may be rounding differences in period over period changes and percentages reported throughout this Item 7.\nEXECUTIVE OVERVIEW\nOverview\nSince our inception in 1992, we have been primarily engaged in developing and operating gaming establishments and related lodging, restaurant and entertainment facilities. Our primary source of revenue is from the net proceeds of our gaming machines and tables, with ancillary revenue generated from hotel, restaurant, horse racing (including off-track betting), sports wagering, bowling and entertainment facilities that are in most instances a part of the casinos.\nWe view each market in which we operate as a separate operating segment and each casino within those markets as a reporting unit. We aggregate all operating segments into three reportable segments based on the geographical locations in which our casinos operate: United States, Canada and Poland. We have additional business activities including concession agreements, management agreements, consulting agreements and certain other corporate and management operations that we report as Corporate and Other.\n\u200e\nThe table below provides information about the aggregation of our operating segments and reporting units into reportable segments. The reporting units except for Century Downs Racetrack and Casino and Casinos Poland are owned, operated and managed through wholly-owned subsidiaries. Our ownership and operation of Century Downs Racetrack and Casino and Casinos Poland are discussed below. The real estate assets at our West Virginia and Missouri operating segments are owned by VICI PropCo.\nCentury Bets operates the pari-mutuel off-track betting network in southern Alberta, Canada. Prior to August 2019, we had a 75% controlling financial interest in CBS through CRM. In August 2019, we purchased the remaining 25% non-controlling financial interest from Rocky Mountain Turf Club for CAD 0.2 million ($0.2 million based on the exchange rate in effect on August 5, 2019), resulting in CBS becoming a wholly-owned subsidiary.\nOn March 17, 2020, we announced that we had permanently closed CCB. CCB voluntarily surrendered its casino gaming license on April 28, 2020 and entered into a creditors voluntary liquidation on May 6, 2020. For additional information related to CCB, see Note 1, \u201cDescription of Business and Basis of Presentation,\u201d to the Consolidated Financial Statements included in Part II, Item 8, ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 911147_2020.htm (CIK: 911147, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00684", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data.\nThe following table sets forth, for the periods and at the dates indicated, our summary historical financial data. The table is derived from our consolidated financial statements and notes thereto, and should be read in conjunction with those audited financial statements. See also Item 7", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1506307_2020.htm (CIK: 1506307, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00685", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nThe information required under this item is incorporated herein by reference to our definitive proxy statement for our 2021 annual meeting of stockholders, which proxy statement will be filed with the Securities and Exchange commission not later than 120 days after the close of our fiscal year ended December 31, 2020.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1649904_2020.htm (CIK: 1649904, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00686", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nThe following discussion and analysis of the results of operations and financial condition of 180 Life Sciences Corp. as of and for the years ended December 31, 2020 and 2019 should be read in conjunction with our consolidated financial statements and the notes to those consolidated financial statements that are included elsewhere in this Annual Report. This Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations contains statements that are forward-looking. See \u201cCautionary Statement Regarding Forward-Looking Information\u201c above. Actual results could differ materially because of the factors discussed in \u201cRisk Factors\u201d elsewhere in this Annual Report, and other factors that we may not know.\nOrganization of MD&A\nOur Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations (the \u201cMD&A\u201d) is provided in addition to the accompanying consolidated financial statements and notes to assist readers in understanding our results of operations, financial condition, and cash flows. MD&A is organized as follows:\n\u25cfBusiness Overview and Recent Events\n\u25cfResults of Operations. An analysis of our financial results comparing the twelve months ended December 31, 2020 and 2019.\n\u25cfLiquidity and Capital Resources. An analysis of changes in our balance sheets and cash flows and discussion of our financial condition.\n\u25cfCritical Accounting Policies. Accounting estimates that we believe are important to understanding the assumptions and judgments incorporated in our reported financial results and forecasts.\nBusiness Overview and Recent Events\nOn November 6, 2020 (\u201cClosing Date\u201d), the previously announced Business Combination was consummated following a special meeting of stockholders, where the stockholders of KBL considered and approved, among other matters, a proposal to adopt the Business Combination Agreement. Pursuant to the Business Combination Agreement, KBL Merger Sub merged with 180, with 180 continuing as the surviving entity and becoming a wholly-owned subsidiary of KBL. As part of the Business Combination, KBL issued 17,500,000 shares of common stock and equivalents to the stockholders of 180, in exchange for all of the outstanding capital stock of 180. The Business Combination became effective November 6, 2020 and 180 filed a Certificate of Amendment of its Certificate of Incorporation in Delaware to change its name to 180 Life Corp., and KBL changed its name to 180 Life Sciences Corp.\nThis MD&A and the related financial statements for the year ended December 31, 2020 primarily covers the historical operations of 180 to the Closing Date (November 6, 2020) and then the combined operations of the two entities from the Closing Date to December 31, 2020. The Business Combination was accounted for as a reverse recapitalization with the assets and liabilities of KBL being consolidated commencing with the Closing Date. Thus, the results of operations for the year ended December 31, 2020, only include the combined results after the Closing Date. See Note 5 - Business Combination to the accompanying Consolidated Financial Statements included at the end of this Annual Report on Form 10-K.\nThis MD&A and the related financial statements for the year ended December 31, 2019, primarily covers the historical operations of Katexco to the date of combination on July 16, 2019 and then for the combined operations of the three operating entities from the Closing Date to December 31, 2020. The Reorganization was accounted for as a reverse merger with the assets and liabilities of CBR Pharma and 180 LP valued and recorded as of the Closing Date under purchase accounting. Thus, the results of operations for the year ended December 31, 2020, only include the combined results after the Closing Date. See Note 4 - Reorganization and Recapitalization to the accompanying Consolidated Financial Statements included at the end of", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1690080_2020.htm (CIK: 1690080, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00687", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nThe following discussion and analysis of our financial condition and result of operations should be read in conjunction with our financial statements and the notes thereto and the other financial information appearing elsewhere in this report on Form 10-K. This discussion contains forward-looking statements that relate to future events or our future financial performance. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. These risks and other factors include, among others, those listed under \u201cForward-Looking Statements\u201d and \u201cRisk Factors\u201d and those included elsewhere in this report. Our financial statements are prepared in U.S. dollars and in accordance with United States generally accepted accounting principles, or GAAP.\nOverview\nWe continue to be a biotechnology company dedicated to eradicating \u201ccross-over\u201d zoonotic diseases, such as COVID-19 (Coronavirus), Paratuberculosis (Johne\u2019s disease), Mad Cow Disease, Chronic Wasting Disease, E.coli and Salmonella infections, by applying our advanced proprietary molecular sciences and robotic technologies. We focus on developing molecular diagnostic tests, therapeutics, and vaccines through our proprietary robotic technologies with the belief that improved technologies and methodologies must be developed and implemented in order to aid mankind\u2019s control of emerging diseases in animals and in humans. We believe it has become increasingly evident that, if not properly addressed, diseases in animals may continue to cause serious and growing global problems with respect to economics, human health and biodiversity.\nWe previously developed proprietary diagnostic assays for use in the agricultural and veterinary markets, and we are currently developing proprietary, genetics-based diagnostic assays and vaccine solutions through our robotic technologies with the goal of controlling the spread of zoonotic infection in the human population. Our mission is to continually apply our scientific research to the more effective management of zoonotic diseases and, in so doing, realize the commercial potential of our molecular biotechnologies.\nWe will require significant additional funding in order to implement and achieve our business plan. There is no guarantee that we will be successful in securing the required financing, and if such financing is secured, there is no guarantee that we will fully achieve our business goals. We provide a comprehensive solution that allows diagnosing, treating and managing zoonotic diseases in animals and humans.\nOur business model is based on the development of a proprietary Molecular Robotic/AI Laboratory Platform (\u201cMORAP\u201d), which would combine the use of advanced robotic laboratory systems integrated with AI software systems on a global scale. Upon development, MORAP would encompass a nationwide network of interactive molecular laboratories operated using advanced integrated robotic and machine learning cloud-based software systems, which would be able to share data and interact with each other. We believe MORAP would be capable of processing millions of samples and collecting, storing and analyzing data. We believe that MORAP nationwide communications network could be accomplished through advanced cloud-based software systems, machine learning and Internet-of-Things (IoT) networks. Upon development, MORAP could be readily replicated and scaled utilizing identical instrumentation and software.\nOur proprietary Molecular Robotic and Therapeutic Platform (MORAPAT) is designed to prevent the spread of disease from animals and; at the same time, allow to better control of zoonotic infectious agents. More import", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1017110_2020.htm (CIK: 1017110, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00688", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A.\nQUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISKS\nDiscussion in Item 7A relates solely to operations of Tengasco, Inc. and does not include discussion related to Riley operations.\nCommodity Risk\nThe Company\u2019s major market risk exposure is in the pricing applicable to its oil and gas production. Realized pricing is primarily driven by the prevailing worldwide price for crude oil and spot prices applicable to natural gas production. Historically, prices received for oil and gas production have been volatile and unpredictable and price volatility is expected to continue. Monthly oil price realizations during 2020 ranged from a low of $15.26 per barrel to a high of $53.04 per barrel. During 2020, the industry has seen a severe decline in oil commodity pricing from year-end 2019 pricing due to economic conditions worldwide caused by the novel virus outbreak which resulted in a significant decline in demand for oil, combined with an oil price war between Saudi Arabia and Russia which further depressed crude oil pricing. The Company can operate in the short-term at these depressed levels, but would need to access additional capital should prices continue at these depressed level for an extended period of time.\nIn addition, during 2010, 2011, and 2012 the Company participated in derivative agreements on a specified number of barrels of oil of its production. The Company did not participate in any derivative agreements during 2020 or 2019 but may participate in derivative activities in the future.\nInterest Rate Risk\nAt December 31, 2020, the Company had finance leases outstanding of approximately $77,000, and no amounts owed on its credit facility with Prosperity Bank. As of December 31, 2020, the interest rate on the credit facility was variable at a rate equal to prime plus 0.50% per annum. The Company\u2019s credit facility interest rate at December 31, 2020 was 3.75%. The Company\u2019s finance leases of $77,000 has fixed interest rates ranging from approximately 5.0% to 6.5%.\nThe annual impact on interest expense and the Company\u2019s cash flows of a 10% increase in the interest rate on the credit facility would be approximately zero assuming borrowed amounts under the credit facility remained at the same amount owed as of December 31. The Company did not have any open derivative contracts relating to interest rates at December 31, 2020 or 2019.\nForward-Looking Statements and Risk\nCertain statements in this Report including statements of the future plans, objectives, and expected performance of the Company are forward-looking statements that are dependent upon certain events, risks and uncertainties that may be outside the Company\u2019s control, and which would cause actual results to differ materially from those anticipated. Some of these include, but are not limited to, the market prices of oil and gas, economic and competitive conditions, inflation rates, legislative and regulatory changes, financial market conditions, political and economic uncertainties of foreign governments, future business decisions, and other uncertainties, all of which are difficult to predict.\nThere are numerous uncertainties inherent in projecting future rates of production and the timing of development expenditures. The total amount or timing of actual future production may vary significantly from estimates. The drilling of exploratory wells can involve significant risks, including those related to timing, success rates and cost overruns. Lease and rig availability, complex geology, and other factors can also affect these risks. Additionally, fluctuations in oil and gas prices or prolonged periods of low prices may substantially adversely affect the Company\u2019s financial position, results of operations, and cash flows.\nSee CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS on page 3.\nITEM 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1001614_2020.htm (CIK: 1001614, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00689", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\nYou should read the following discussion of our financial condition and results of operations together with our consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K. Some of the information contained in this discussion and analysis, including information with respect to our plans and strategy for our business, include forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under \u201cRisk Factors\u201d and elsewhere in this Annual Report on Form 10-K.\nOverview\nWe are a clinical-stage immuno-oncology company focused on helping patients fight cancer by developing therapies that block the CD47 checkpoint pathway and bridge the innate and adaptive immune system. Cancer cells leverage CD47, a cell surface protein, as a \u201cdon\u2019t eat me\u201d signal to evade detection by the immune system. Our company is developing a next-generation checkpoint inhibitor designed to have a high affinity for CD47 and to avoid the limitations caused by hematologic toxicities inherent in other CD47 blocking approaches. We believe our lead product candidate, ALX148, will have a wide therapeutic window to block the \u201cdon\u2019t eat me\u201d signal on cancer cells, and to leverage the immune activation of broadly used anti-cancer agents through combination strategies. As of December 31, 2020, we have dosed over 170 subjects with ALX148 across a range of hematologic and solid malignancies in combination with a number of leading anti-cancer agents. We plan to initiate additional studies in combination with leading anti-cancer agents. In hematologic malignancies, we have dosed the first subjects for the treatment of MDS and intend to advance ALX148 into clinical development for the treatment of AML in the second half of 2021. In solid tumors, we intend to initiate randomized Phase 2 trials of ALX148 for the treatment of first-line head and neck cancer, second line gastric/GEJ cancer and a Phase 1 trial for the treatment of breast cancer in 2021. Based on our clinical results to date in multiple oncology indications showing encouraging anti-tumor activity and tolerability and our clinical development plans, our strategy is to pursue ALX148 as a potentially critical component for future combination treatments in oncology.\nOur predecessor company, ALX Oncology Limited, an Irish private company limited by shares, was initially incorporated in Ireland on March 13, 2015 under the name Alexo Therapeutics Limited and changed its name to ALX Oncology Limited on October 11, 2018. We were then incorporated in Delaware on April 1, 2020 under the name ALX Oncology Holdings Inc. and completed an internal reorganization effective as of the same date whereby ALX Oncology Limited became our wholly-owned subsidiary and all of the stockholders, warrant holders and option holders of ALX Oncology Limited became our stockholders, warrant holders and option holders, holding the same number of corresponding shares, warrants and/or options in us as they did in ALX Oncology Limited immediately prior to the internal reorganization. The information included herein are presented as that of ALX Oncology Holdings Inc., unless such information refers to a date prior to April 1, 2020, in which case it will reflect that of our predecessor company.\nSince our founding, we have devoted substantially all of our resources to identifying and developing ALX148, advancing preclinical programs, scaling up manufacturing, conducting clinical trials and providing general and administrative support for these operations. We have no products approved for marketing and we have never received any revenue from drug product sales.\nIn July 2020, we consummated our initial public offering, raising net proceeds of $169.5 million, ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1810182_2020.htm (CIK: 1810182, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00690", "source": "edgar", "source_license": "public_domain", "text": "Item 6.\nSelected Financial Data\nThe following selected financial data should be read in conjunction with the Consolidated Financial Statements and related notes which appear in \u201cItem 8 - Financial Statements and Supplementary Data\u201d of this Form 10-K.\nNotes:\n1.\nWoodward adopted Accounting Standards Update (\u201cASU\u201d) 2014-09, Revenue from Contracts with Customers, and all subsequently issued supplemental and/or clarifying ASUs related to ASU 2014-09 (collectively \u201cASC 606\u201d) on October 1, 2018 and elected the modified retrospective transition method. The results for periods prior to fiscal year 2019 were not adjusted for the new standard and the cumulative effect of the change in accounting of $38,745 was recognized as a net increase to retained earnings at the date of adoption.\n2.\nOn June 1, 2018, Woodward and its wholly-owned subsidiary, Woodward Aken GmbH acquired from Rolls-Royce PLC all of the outstanding shares of stock of L\u2019Orange GmbH, together with its wholly-owned subsidiaries in China and Germany, as well as all of the outstanding equity interests of its affiliate, Fluid Mechanics LLC, and their related operations (collectively, \u201cL\u2019Orange\u201d and subsequent to acquisition, \"Woodward L'Orange\"). As Woodward L'Orange was acquired during the third quarter of fiscal year 2018, net sales from Woodward L\u2019Orange for fiscal year 2019 included sales of $332,009, compared to net sales of $102,905 from Woodward L'Orange during the period June 1, 2018 through September 30, 2018.\n3.\nIn fiscal year 2020 and fiscal year 2018, Woodward recorded restructuring charges, net of tax, totaling $16,621 and $12,674, respectively. Restructuring charges recognized in fiscal year 2020 primarily related to workforce management actions related to the COVID-19 pandemic, while restructuring charges recognized in fiscal year 2018 related to the Company\u2019s decision to relocate its Duarte, California operations to the Company\u2019s newly renovated Drake Campus in Fort Collins, Colorado. The remaining restructuring charges recognized during fiscal year 2018 consist of workforce management costs related to aligning the Company\u2019s industrial turbomachinery business with current market conditions.\n4.\nIn fiscal year 2019, Woodward recorded total charges, net of tax, of $44,286 related to (i) move costs associated with the relocation of our Duarte, California operations to the Company\u2019s newly renovated Drake Campus in Fort Collins, Colorado (\"Duarte move related costs\"), (ii) the purchase accounting impacts related to the amortization of the Woodward L'Orange backlog intangible, and (iii) charges associated with the impairment of accounts receivable, inventory and certain other assets in connection with the insolvency of Senvion, a significant customer of the Company's renewables business.\n5.\nIn fiscal year 2018, Woodward recorded total charges, net of tax, of $42,018 related to (i) Duarte move related costs (ii) the purchase accounting impacts recognized in cost of goods sold related to the revaluation of the Woodward L\u2019Orange inventory and the amortization of the backlog intangible, (iii) the transaction and integration costs associated with the acquisition of Woodward L'Orange, (iv) cost associated with an at-the-money-forward option, (v) warranty and indemnity insurance costs associated with the acquisition of Woodward L\u2019Orange, and (vi) German real estate transfer tax costs associated with the acquisition of Woodward L\u2019Orange.\n6.\nIn fiscal year 2016, Woodward recorded special charges, net of tax, totaling approximately $10,478 related to its efforts to consolidate facilities, reduce costs and address current market conditions.\n7.\nIn fiscal year 2019, Woodward recognized a tax expense of $10,588, or $0.17 per basic and diluted share, related to final regulations issued by the Internal Revenue Service that modified the one-time repatriation tax on deferred foreign income computation required by the change in U.S. tax regulation in December 2017. In fiscal year 2018, ", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: tax expense, internal revenue. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00691", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nTEP\u2019s financial statements are exposed to certain market risks that can affect asset and liability fair value, results of operations, and cash flows. TEP's significant market risks are primarily associated with interest rates, commodity and coal prices, and extension of credit to counterparties. TEP may enter into interest rate swaps and financing transactions to manage changes in interest rates. TEP has a RMC responsible for the oversight of commodity price risk and credit risk related to wholesale energy marketing and power procurement activities. To limit TEP\u2019s exposure to commodity price risk, the RMC sets trading and hedging policies and limits, which are reviewed frequently to respond to constantly changing market conditions. To limit TEP\u2019s exposure to credit risk, the RMC reviews counterparty credit exposure as well as credit policies and limits on a regular basis.\nInterest Rate Risk\nCredit Agreements\nTEP is subject to interest rate risk resulting from changes in interest rates on borrowings under its credit agreements. The interest rate paid on borrowings is variable. Amounts borrowed under the credit agreements are made on either the basis of a spread over LIBOR or an ABR. As a result, TEP may experience significant volatility in the rates paid on LIBOR borrowings under its credit agreements.\nThe 2015 Credit Agreement is scheduled to mature in October 2022 and provides for up to $250 million in revolving credit commitments and a sub-limit of $50 million in LOC facilities. As of December 31, 2020, TEP had $12 million in LOCs outstanding and no borrowings under the revolving credit commitments.\nCommodity and Coal Price Risk\nTEP is exposed to market fluctuations in electricity, natural gas, and coal prices as a result of its obligation to serve retail customer load in its regulated service territory and long-term wholesale contracts. Our load and generation facilities represent substantial underlying commodity positions. Exposure to commodity prices consist primarily of variations in the price of fuel required to generate electricity that is purchased and sold in retail and wholesale markets. Commodity and coal prices may be subject to significant price changes as supply and demand are impacted by, among other unpredictable factors, weather, market liquidity, generation facility availability, customer usage, energy storage, and transmission and transportation constraints. Under the guidance of our RMC, we mitigate a portion of its commodity price risk through the use of commodity contracts, which include forwards, financial swaps, and other agreements, to effectively secure future supply, fix fluctuating commodity prices, or sell future production generally at fixed prices. Our exposure to commodity and coal price risk is limited by our ability to include these costs in regulated rates through our PPFAC mechanism, which is subject to review annually by the ACC. See Note 2 of Notes to Consolidated Financial Statements in Part II, Item 8", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 100122_2020.htm (CIK: 100122, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00692", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nMacroeconomic and Industry Risks\nOur inability to anticipate and respond to changing consumer preferences and fashion trends and fluctuations in customer demand in a timely manner could adversely impact our profitability\nOur future success depends, in part, upon our ability to identify and respond to fashion trends and changing consumer preferences in a timely manner. The specialty retail apparel business fluctuates according to changes in the economy and customer preferences, dictated by fashion and season. These fluctuations can materially impact our sales and gross margins which is exacerbated by the fact that merchandise is typically ordered well in advance of the selling season. As a result, we are susceptible to changing fashion trends and fluctuations in customer demands.\nLead times for many of our design and purchasing decisions may make it more difficult for us to respond rapidly to new or changing apparel trends or consumer acceptance of our products. As a result, we are vulnerable to changes in consumer demand, pricing shifts and the timing and selection of merchandise purchases. Our failure to enter into agreements for the manufacture and purchase of merchandise in a timely manner could, among other things, lead to a shortage of inventory and lower sales. Changes in fashion trends, if unsuccessfully identified, forecasted or responded to by us, could, among other matters, lead to lower sales, excess inventories and higher markdowns, which in turn could have a material adverse effect on our results of operations and financial condition.\nOur business is highly competitive and we face significant pricing pressures from existing and new competitors\nThe sale of apparel, accessories, intimates, and personal care products is a highly competitive business with numerous participants, including individual and chain specialty apparel retailers, local, regional, national, and international department stores, discount stores and online businesses. Changing consumer preferences has and may continue to result in new competition for our products. The substantial sales growth in the digital channel within the last several years has increased competition due to new entrants in the market and has resulted in pricing pressures from new entrants and established competitors. Some of these competitors have robust digital customer experiences and highly efficient delivery systems. Furthermore, the decrease in mall traffic is putting a greater reliance on the digital channel and thus increasing the competitive threat.\nWe face a variety of competitive challenges, including:\n\u2022\nAnticipating and quickly responding to changing consumer demands or preferences better than our competitors;\n\u2022\nMaintaining favorable brand recognition and effective marketing of our products to consumers in several demographic markets;\n\u2022\nSourcing merchandise efficiently;\n\u2022\nDeveloping innovative, high-quality merchandise in styles that appeal to our consumers and in ways that favorably distinguish us from our competitors\n\u2022\nCountering the aggressive pricing and promotional activities of many of our competitors; and\n\u2022\nAnticipating and responding to changing customer shopping preferences and practices, including the increasing shift to digital brand engagement, social media communication, and online shopping.\nIn light of the competitive challenges we face, we may not be able to compete successfully in the future and have lower market share. Additionally, increases in competition could reduce our sales, which in turn could have a material adverse effect on our results of operations and financial condition.\nThe effect of economic pressures and other business factors on discretionary consumer spending and changes in consumer preferences could have a material adverse effect on our business, results of operations and liquidity\nThe success of our operations is highly dependent on consumer spending, which can be negatively impacted by economic conditions as ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 919012_2020.htm (CIK: 919012, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00693", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nREMUNERATION OF DIRECTORS AND OFFICERS\nSummary Compensation Table\nThe following table sets forth certain summary information concerning the cash and non-cash compensation awarded to, earned by, or paid to Michael Mildebrandt, our past President and Chief Executive Officer, for David Shorey as current President and CEO and for Wayne Marx our Vice President and Secretary for the fiscal years ended December 31, 2020 and 2019. These Messers Shorey and Marx are referred to as the \u201cnamed executive officers\u201d in this Report.\n(1)\nMr. Shorey receives a contractual compensation of $60,000 per year. $37,000 was accrued and unpaid in 2020. In addition, Mr. Shorey received 3,500,000 shares as a bonus on March 3, 2021.\n(2)\nMr. Marx received 500,000 of post-split common shares as a bonus on March 3, 2021.\nThere is no family relationship between any of the current officers or directors of the Company.\nThe Company is a Nevada corporation with principal offices located at 2505 N Alvernon Way, Tucson, AZ 85712. On December 31, 2019 the Company purchased an office and warehouse building and land at 2505 North Alvernon, Tucson Arizona. On October 1, 2020, the Company moved all Tucson operations to this location.\nOn January 15, 2017, the Company\u2019s Board of Directors, after careful consideration, approved our 2017 Stock Option and Incentive Stock Plan (the \u201cPlan\u201d), pursuant to which the Company has reserved 200,000,000 shares for issuance thereunder.\nThe Plan enables the Board to provide equity-based incentives through grants of Awards to the Company\u2019s present and future employees, directors, consultants and other third-party service providers. Shares issued under the Plan through the settlement, assumption or substitution of outstanding Awards or obligations to grant future Awards as a condition of acquiring another entity will not reduce the maximum number of shares of Common Stock reserved for issuance under the Plan. In addition, the number of shares of Common Stock subject to the Plan, any number of shares subject to any numerical limit in the Equity Incentive Plan, and the number of shares and terms of any incentive award may be adjusted in the event of any change in our outstanding Common Stock by reason of any stock dividend, spin-off, split-up, stock split, reverse stock split, recapitalization, reclassification, merger, consolidation, liquidation, business combination or exchange of shares or similar transaction.\nOutstanding Equity Awards at Fiscal Year End\nAn aggregate of 0 stock awards are outstanding under the Equity Incentive Plan as of December 31, 2020.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1300938_2020.htm (CIK: 1300938, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00694", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nThe following table sets forth information concerning the total compensation paid or accrued by us during the fiscal year ended December 31, 2020 to (i) all individuals that served as our principal executive officer or acted in a similar capacity for us at any time during the fiscal year ended December 31, 2020 and (ii) all individuals that served as executive officers of ours at any time during the fiscal year ended December 31, 2020 that received annual compensation during the fiscal year ended December 31, 2020 in excess of $100,000. None of our executive officers received annual compensation during the fiscal year ended December 31, 2020 in excess of $100,000.\nSummary Compensation Table\n(1) Chris Lim has been our CFO since March 2, 2018. Mr. Lim was engaged as a consultant. Pursuant to the consulting agreement, Mr. Lim is entitled for an annual consulting fee of $Nil.\n(2) Eter Huang has resigned as our Treasurer effective October 31, 2019. Ms. Huang was engaged as a consultant.\nOutstanding Equity Awards at Fiscal Year-End\nWe have one compensation plan approved by our stockholders, the 2013 Plan. As of December 31, 2020, we had no restricted stock units issued and outstanding. We have no plans in place and have never maintained any plans that provide for the payment of retirement benefits or benefits that will be paid primarily following retirement including, but not limited to, tax qualified deferred benefit plans, supplemental executive retirement plans, tax-qualified deferred contribution plans and nonqualified deferred contribution plans.\nEmployment Agreement\nWe entered into an employment services agreement with Yiwen Zhang in October 2017 effective for an indefinite period. It provides for a base salary of $125,000 per annum and the payment of an annual bonus, if and when determined by the Board, in its sole discretion. Yiwen Zhang is eligible to participate in any other bonus or incentive programs established by the Company for executives of the Company. Yiwen Zhang is also entitled to receive stock options under the Company\u2019s Equity Incentive Plans at the option of the Board.\nConsulting Agreement\nWe engaged Chris Lim and Eter Huang as consultants in June 2018. Pursuant to the engagement letter with Chris Lim Accounting Solutions Pty Ltd, we agreed to pay a monthly consulting fee of AUD 10,500 (approximately USD 6,255) for bookkeeping and other accounting-related services. With the change in group operating activities, the amount charged has been adjusted according to the level of work performed.\nDirector Compensation\nWe currently do not pay any cash compensation to our sole director for his services as directors of the Company. However, we reimburse our sole director for all reasonable out-of-pocket expenses incurred in connection with the Company\u2019s business. In the future, we may also determine to grant to our director awards under our equity incentive plans.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1532595_2020.htm (CIK: 1532595, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00695", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nThe information required by this Item 11 will be included in our definitive proxy statement to be filed with the SEC with respect to our 2021 Annual Meeting of Stockholders and is incorporated herein by reference.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1445283_2020.htm (CIK: 1445283, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00696", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nThe information in this management's discussion and analysis of financial condition and results of operations relates to Nuveen Churchill Direct Lending Corp., including its wholly-owned subsidiaries (collectively, \"we\", \"us\", \"our\" or the \"Company\").\nThe following analysis of our financial condition and results of operations should be read in conjunction with our financial data and our financial statements and the notes thereto contained in Item 8.-Financial Statements and Supplementary Data, in this Annual Report on Form 10-K. See Item 1A.-Risk Factors in this Annual Report on Form 10-K for a discussion of the uncertainties, risks and assumptions associated with these statements.\nOverview\nWe were formed on March 13, 2018, as a limited liability company under the laws of the State of Delaware and converted into a Maryland corporation on June 18, 2019, prior to the commencement of operations. We are a closed-end, externally managed, non-diversified management investment company that has elected to be regulated as a business development company (\u201cBDC\u201d) under Investment Company Act of 1940, as amended (the \u201c1940 Act\u201d). In addition, we intend to elect, and to qualify annually thereafter, to be treated as a regulated investment company (a \u201cRIC\u201d) under the Subchapter M of the Internal Revenue Code of 1986, as amended (the \u201cCode\u201d) for the taxable year ending December 31, 2020. Effective June 1, 2020, we changed our name from \u201cNuveen Churchill BDC, Inc.\u201d to \u201cNuveen Churchill Direct Lending Corp.\u201d\nOn December 31, 2019, immediately prior to the BDC election, our wholly owned subsidiary Nuveen Churchill BDC SPV I, LLC (\u201cSPV I\u201d), merged with Churchill Middle Market CLO V Ltd. (the \u201cPredecessor Entity\u201d), leaving SPV I as the surviving entity (the \u201cMerger\u201d). SPV I is a Delaware limited liability company that was formed on November 13, 2019. SPV I had no assets or operations prior to completion of the Merger and as a result, the historical books and records of the Predecessor Entity became the books and records of the surviving entity. The Predecessor Entity was a Cayman exempt limited company and was formed under the laws of the Cayman Islands on November 14, 2017 and commenced operations on January 12, 2018. We have consolidated the investments held in SPV I, in accordance with our consolidation policy.\nOur investment objective is to generate attractive risk-adjusted returns primarily through current income by investing primarily in senior secured loans to private equity-owned U.S. middle market companies, which we define as companies with approximately $10.0 million to $100.0 million of earnings before interest, taxes, depreciation and amortization (\u201cEBITDA\u201d). We will focus on privately originated debt to performing U.S. middle market companies, with a portfolio expected to comprise primarily first-lien senior secured debt and unitranche loans (other than last-out positions in unitranche loans). We will also opportunistically invest in junior capital opportunities (second-lien loans, subordinated debt, last-out positions in unitranche loans and equity-related securities).\nWe have entered into an investment advisory agreement (the \u201cInvestment Advisory Agreement\u201d) with Nuveen Churchill Advisors LLC (the \u201cAdviser\u201d), under which the Adviser has delegated substantially all of its day-to-day portfolio management obligations through a sub-advisory agreement (the \u201cSub-Advisory Agreement\u201d and, together with the Investment Advisory Agreement, the \u201cAdvisory Agreements\u201d) with Churchill Asset Management LLC (the \u201cSub-Adviser\u201d or \u201cChurchill\u201d and, together with the Adviser, the \u201cAdvisers\u201d). Under the administration agreement (the \u201cAdministration Agreement\u201d) we are provided with certain services by an administrator, Nuveen Churchill Administration LLC (the \u201cAdministrator\u201d). The Adviser, Sub-Adviser, and Administrator are all affiliates and subsidiaries of Nuvee", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: irs, internal revenue. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00697", "source": "edgar", "source_license": "public_domain", "text": "Item 7.\nManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nYou should read the following discussion of our financial condition and results of operations in conjunction with the consolidated financial statements and the notes thereto included elsewhere in this Annual Report on Form 10-K.\nOverview\nWe are a clinical stage pharmaceutical company focused on the discovery, development and commercialization of novel therapeutics for rare endocrine diseases and endocrine-related tumors. Endocrine pathways function to maintain homeostasis and commonly use peptide hormones acting through G protein coupled receptors, or GPCRs, to regulate many aspects of physiology including growth, energy, metabolism, gastrointestinal function and stress responses. We have assembled a seasoned team with extensive expertise in drug discovery and development in endocrine GPCRs and built a highly productive drug discovery organization. We have discovered a pipeline of oral nonpeptide (small molecule) new chemical entities that target peptide GPCRs to treat a variety of rare endocrine diseases where treatment options have significant efficacy, safety and/or tolerability limitations. Our product candidates include paltusotine (formerly CRN00808), which is in clinical development for the treatment of acromegaly and neuroendocrine tumors, or NETs, CRN04777, which is in clinical development for congenital hyperinsulinism, or HI, and CRN04894, which is in clinical development for diseases of excess adrenocorticotrophic hormone, or ACTH, including Cushing\u2019s Disease, congenital adrenal hyperplasia, Ectopic ACTH Syndrome. We are advancing additional product candidates through preclinical studies in parallel. Our vision is to build the leading endocrine company which consistently pioneers new therapeutics to help patients better control their disease and improve their daily lives.\nWe focus on the discovery and development of oral nonpeptide therapeutics that target peptide GPCRs with well-understood biological functions, validated biomarkers and the potential to substantially improve the treatment of endocrine diseases and/or endocrine-related tumors.\nTo date, we have devoted substantially all of our resources to drug discovery, conducting preclinical studies and clinical trials, obtaining and maintaining patents related to our product candidates, and the provision of general and administrative support for these operations. We have recognized revenues from various research and development grants, but do not have any products approved for sale and have not generated any product sales. We have funded our operations to date primarily through our grant revenues, the private placement of our preferred stock, and sales of our common stock. As of December 31, 2020, we had unrestricted cash, cash equivalents and investment securities of $170.9 million.\nWe have incurred cumulative net losses since our inception and, as of December 31, 2020, we had an accumulated deficit of $167.6 million. Our net losses may fluctuate significantly from quarter-to-quarter and year-to-year, depending on the timing of our clinical trials and preclinical studies and our expenditures on other research and development activities. We expect our expenses and operating losses will increase substantially as we conduct our ongoing and planned clinical trials, continue our research and development activities and conduct preclinical studies, hire additional personnel, protect our intellectual property and incur costs associated with being a public company, including audit, legal, regulatory, and tax-related services associated with maintaining compliance with exchange listing and Securities and Exchange Commission, or SEC, requirements, director and officer insurance premiums, and investor relations costs.\nWe do not expect to generate any revenues from product sales unless and until we successfully complete development and obtain regulatory approval for one or more of o", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1658247_2020.htm (CIK: 1658247, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00698", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. Selected Financial Data\nThe following summary data is based in part on the consolidated financial statements and accompanying notes, and other schedules included in our Annual Reports on Form 10-K for the calendar years ended December 31, 2020, 2019, 2018, 2017 and 2016 and is derived in part from, and should be read together with, the audited consolidated financial statements and notes thereto that appear in this annual report on Form 10-K.\nSignificant Items in the Financial Data Presented below\nThe Astoria Merger in October of 2017 increased our assets by $13.8 billion and our liabilities by $12.5 billion and expanded our geographic footprint in the Greater New York metropolitan region. There were two additional acquisitions in 2019 which were recorded as business combinations. The operating results of mergers and acquisitions during the periods presented are included within our results of operations since the date of acquisition. For additional information regarding the significant changes in the financial data presented below, see Note 2. \u201cAcquisitions\u201d in the notes to consolidated financial statements, which is included elsewhere in this report.\nDollar amounts in tables are stated in thousands, except for share and per share amounts.\n_________________________\nSee legend below tables.\n________________________\n1 See a reconciliation of as reported financial measures to as adjusted (non-GAAP) financial measures below under the caption \u201cNon-GAAP Financial Measures.\u201d\n2 Net interest margin is net interest income directly from our consolidated income statements as a percentage of average interest-earning assets for the period. Net interest margin tax equivalent basis is net interest income adjusted for the portion of our net interest income that is exempt from taxation. An amount equal to the tax benefit derived from that component of our interest income is added back to the net interest income total. This adjustment is considered helpful in comparing one financial institution\u2019s net interest income (pre-tax) to that of another institution, as each will have a different proportion of tax-exempt items in their portfolios.\n3 ACL - loans is presented for 2020 in accordance with our adoption of the CECL Accounting Standard. In the earlier periods, the amount presented is the allowance for loan losses calculated in accordance with the loss incurred model.\n4 Total loans excludes loans held for sale.\nNon-GAAP Financial Measures\nThe non-GAAP financial measures presented below are used by management and our Board on a regular basis in addition to our GAAP results to facilitate the assessment of our financial performance and to assess our performance compared to our annual budget and strategic plans. These non-GAAP financial measures complement our GAAP reporting and are presented below to provide investors, analysts, regulators and others with additional information that we use to manage our business and evaluate our performance. Because not all companies use identical calculations, the presentation of the non-GAAP financial measures may not be comparable to other similarly titled measures used by other companies. This information supplements our GAAP reported results, and should not be viewed in isolation from, or as a substitute for, our GAAP results. Accordingly, this non-GAAP financial information should be read in conjunction with our consolidated financial statements, and notes thereto, for the year ended December 31, 2020, included elsewhere in this annual report on Form 10-K. When non-GAAP/adjusted measures are impacted by income tax expense, we present the pre-tax amount for the income and expense items that result in the non-GAAP adjustments and present the income tax expense impact at the effective tax rate in effect for the period presented. The following non-GAAP financial measures reconcile our GAAP reported results to our as adjusted non-GAAP reported results and metrics presented in the Selected Financial Data tabl", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax expense, tax rate, tax benefit. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00699", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.\nAs a smaller reporting company, we are not required to provide the information required by this item.\nITEM 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1514183_2020.htm (CIK: 1514183, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00700", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data.\n(In thousands, except per share data)\n(1) The Company has adopted the definition of Funds from Operations (FFO) suggested by the National Association of Real Estate Investment Trusts (NAREIT) and defines FFO as net income (computed in accordance with generally accepted accounting principles), excluding gains (or losses) from sales of properties plus real estate related depreciation and amortization and after adjustments for unconsolidated joint ventures. For a reconciliation of net income and FFO, see Management's Discussion and Analysis of Financial Condition and Results of Operations on page 14. FFO does not represent cash flows from operating activities in accordance with generally accepted accounting principles and should not be considered an alternative to net income as an indicator of the Company's operating performance. The Company considers FFO a meaningful, additional measure of operating performance because it primarily excludes the assumption that the value of its real estate assets diminishes predictably over time and industry analysts have accepted it as a performance measure. FFO is presented to assist investors in analyzing the performance of the Company. It is helpful as it excludes various items included in net income that are not indicative of the Company's operating performance. However, comparison of the Company's presentation of FFO, using the NAREIT definition, to similarly titled measures for other REITs may not necessarily be meaningful due to possible differences in the application of the NAREIT definition used by such REITs. For a further discussion of FFO, see Management's Discussion and Analysis of Financial Condition and Results of Operations on page 14.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1029800_2020.htm (CIK: 1029800, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00701", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nExecutive Compensation\nThe following table sets forth information concerning the annual compensation awarded to, earned by, or paid to the named executive officer for all services rendered in all capacities to our company for the years ended December 31, 2020 and 2019:\nSUMMARY COMPENSATION TABLE\n(1) Mr. Havenstrite earned $17,000 and $12,000 in 2020 and 2019, respectively (paid to RMH Overhead, a company owned by Mr. Havenstrite), as rent paid by us for office space in Reno, Nevada. Of the $17,000 earned in 2020, $14,000 was paid and $3,000 was accrued.\nIn September 2010 we entered into an employment agreement with Mr. Havenstrite as President of our company. The term of the agreement was originally for four years, expiring September 1, 2014, with automatic one-year extensions unless notice is given by either party. The employment agreement was renewed for one-year terms beginning September 1, 2015, through 2020. Mr. Havenstrite is required under the terms of the agreement to devote a minimum of 75% of his business time to the affairs of our company. Nevertheless, he may serve on the board of directors or serve as an officer of up to three companies not engaged in business which may reasonably compete with our business, provided that he would not be required to render any material services with respect to the operations or affairs of any other business which would exceed 25% of his entire business time. In spite of the minimum percentage of his time required in his employment agreement, Mr. Havenstrite currently devotes approximately 90% of his time, or approximately 50 hours per week, to our business and approximately 10%, or five hours per week, of his business time to Overhead Door Company of Sierra/Nevada, Inc., his overhead door business in Reno, Nevada. He does not anticipate devoting more than 20% of his time to the business of his overhead door company during the term of his employment contract with us. The annual base salary is $120,000 plus performance compensation of between 10% and 100% of the annual base salary based upon fulfillment of annual performance goals established by the Board of Directors or the Compensation Committee (if any). Effective May 1, 2019, the base annual salary was increased to $144,000. No performance bonuses have been paid under the employment agreement since its commencement.\nUnder our employment agreement with Mr. Havenstrite, if we terminate the agreement without cause or if the agreement is constructively terminated by us, we have agreed to pay him a severance package equal to one and one-half times the largest annual base salary plus the largest annual performance compensation received by him under the agreement, payable 75% within 30 days and the balance within 30 days of the first anniversary of the termination.\nOutstanding Equity Awards at 2020 Fiscal Year End\nThe following table sets forth the outstanding equity awards for each named executive officer as of December 31, 2020:\nCompensation of Directors\nThe following table sets forth the compensation of directors for the year ended December 31, 2020:\nDirector Compensation\n(1) Mr. Holme served as a director during 2020 until his death on or about April 30, 2020.\nDirector compensation for Howard Crosby is $6,000 per month and for Mr. Ryan is $5,000 per quarter.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1168081_2020.htm (CIK: 1168081, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00702", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. Quantitative and Qualitative Disclosures about Market Risk\nThe information required by Item 7A is contained under the heading \u201cMarket Risks\u201d on pages 38 to 40 of this Annual Report on Form 10-K and is incorporated herein by reference.\nITEM 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 717605_2020.htm (CIK: 717605, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00703", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk.\nThe information required by this item may be found in Item 7 of Part II of this annual report under the caption \u201cMarket Risk Management and Interest Sensitivity\u201d, which is incorporated herein by reference.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1035092_2020.htm (CIK: 1035092, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00704", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nOverview\nOn March 11, 2020, the World Health Organization declared the outbreak of COVID-19 as a pandemic, which continues to\nimpact the U.S. and the world. The impact from the rapidly changing market and economic conditions due to the COVID-19\noutbreak is uncertain, disrupting the business of our customers and partners, and has impacted our business and consolidated\nresults of operations and could impact our financial condition in the future. For the year ended December 31, 2020,\nrevenue declined by 8.8% from the prior-year. The decline was largely due to expected declines in the company\u2019s\nU.K. check-processing joint venture, impacts of COVID-19, including declines in field services, travel and entertainment and\nvolume-based BPO contracts. The company is unable to accurately predict the full extent of the impact that COVID-19 will have due to numerous uncertainties, including the availability and effectiveness of a vaccine, the duration of the outbreak, actions that may be taken by governmental authorities, the impact to the business of our customers and partners and other factors identified in Part I, Item 1A \u201cRisk Factors\u201d in this Form 10-K. The company has taken steps to minimize the impact of COVID-19 on its business such as temporary salary reductions for the senior leadership team, reduction of third-party spend such as contractors, redeploying its workforce based on shifting needs of the business, limiting travel and unnecessary expenses and reducing discretionary capital expenditures where possible. The company will continue to evaluate the nature and extent of the impact to its business, consolidated results of operations, and financial condition.\nOn March 13, 2020, the company completed the sale of its U.S. Federal business to Science Applications International Corporation for a cash purchase price of $1.2 billion. Beginning January 1, 2020, the historical results of the company\u2019s U.S. Federal business have been reflected in the company\u2019s consolidated financial statements as discontinued operations. Prior-periods financial statements have been reclassified to reflect the company\u2019s U.S. Federal business as discontinued operations. Depreciation, amortization, capital expenditures, and significant non-cash operating and investing activities related to the U.S. Federal business were immaterial for all periods.\nOn April 15, 2020, the company redeemed all $440.0 million in aggregate principal amount of its outstanding 10.750% Senior Secured Notes due 2022 (the 2022 Notes) for a redemption price equal to 105.375% of the aggregate principal amount of the 2022 Notes redeemed plus accrued, but unpaid interest, to, but not including, the redemption date. The redemption price paid was $487.3 million and is made up of the following: $440.0 million principal amount due, $23.65 million call premium and $23.65 million of accrued interest through April 14, 2020. As a result, the company recorded a debt extinguishment charge in other expense, net of $28.5 million consisting of the premium of $23.65 million and write off of $4.8 million of unamortized discount and fees related to the issuance of the 2022 Notes.\nOn October 29, 2020, the company issued $485.0 million aggregate principal amount of its 6.875% Senior Secured Notes due 2027 (the 2027 Notes). The 2027 Notes will pay interest semiannually on May 1 and November 1, commencing on May 1, 2021, and will mature on November 1, 2027, unless earlier repurchased or redeemed. The net proceeds from the issuance of the 2027 Notes was contributed to the company\u2019s U.S. defined benefit pension plan.\nContemporaneously with the issuance of the 2027 Notes, the company and the subsidiary guarantors entered into an amendment and restatement of the company\u2019s secured revolving credit facility (the Amended and Restated ABL Credit Facility) that provides for revolving loans and letters of credit up to an agg", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 746838_2020.htm (CIK: 746838, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00705", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nThe information required by this item will be included under the headings \u201cExecutive Compensation\u201d and \u201cCorporate Governance\u201d in the Proxy Statement and is incorporated herein by reference.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1651094_2020.htm (CIK: 1651094, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00706", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\nThe following discussion and analysis identifies significant factors that have affected our financial position and operating results during the periods included in the accompanying financial statements. We encourage you to read this discussion and analysis in conjunction with the financial statements and the related notes and the other statistical information also included in this Annual Report on Form 10-K.\nOverview\nWe are headquartered in Lexington, South Carolina and serve as the bank holding company for the Bank. We engage in a general commercial and retail banking business characterized by personalized service and local decision making, emphasizing the banking needs of small to medium-sized businesses, professional concerns and individuals. We operate from our main office in Lexington, South Carolina, and our 21 full-service offices located in the South Carolina counties of Lexington County (6 offices), Richland County (4 offices), Newberry County (2 offices), Kershaw County (1 office), Aiken County (1 office), Greenville County (2 offices), Anderson County (1 office), and Pickens County (1 office); and in the Georgia counties of Richmond County (2 offices) and Columbia County (1 office).\nThe following discussion describes our results of operations for 2020, as compared to 2019 and 2018, and also analyzes our financial condition as of December 31, 2020, as compared to December 31, 2019. Like most community banks, we derive most of our income from interest we receive on our loans and investments. A primary source of funds for making these loans and investments is our deposits, on which we pay interest. Consequently, one of the key measures of our success is our amount of net interest income, or the difference between the income on our interest-earning assets, such as loans and investments, and the expense on our interest-bearing liabilities, such as deposits and borrowings.\nWe have included a number of tables to assist in our description of these measures. For example, the \u201cAverage Balances\u201d table shows the average balance during 2020, 2019 and 2018 of each category of our assets and liabilities, as well as the yield we earned or the rate we paid with respect to each category. A review of this table shows that our loans typically provide higher interest yields than do other types of interest earning assets, which is why we intend to channel a substantial percentage of our earning assets into our loan portfolio. Similarly, the \u201cRate/Volume Analysis\u201d table helps demonstrate the impact of changing interest rates and changing volume of assets and liabilities during the years shown. We also track the sensitivity of our various categories of assets and liabilities to changes in interest rates, and we have included a \u201cSensitivity Analysis Table\u201d to help explain this. Finally, we have included a number of tables that provide detail about our investment securities, our loans, and our deposits and other borrowings.\nThere are risks inherent in all loans, so we maintain an allowance for loan losses to absorb probable losses on existing loans that may become uncollectible. We establish and maintain this allowance by charging a provision for loan losses against our operating earnings. In the following section, we have included a detailed discussion of this process, as well as several tables describing our allowance for loan losses and the allocation of this allowance among our various categories of loans.\nIn addition to earning interest on our loans and investments, we earn income through fees and other expenses we charge to our customers. We describe the various components of this noninterest income, as well as our noninterest expense, in the following discussion. The discussion and analysis also identifies significant factors that have affected our financial position and operating results during the periods included in the accompanying finan", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 932781_2020.htm (CIK: 932781, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00707", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk\nInformation with respect to this Item is provided under the caption \u201cMarket Risk\u201d under \u201cItem 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\u201d\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1520697_2020.htm (CIK: 1520697, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00708", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nThe financial statements and schedules listed in the accompanying Index to Financial Statements and Schedules on page are filed as part of this report.\nITEM 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 914748_2020.htm (CIK: 914748, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00709", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk.\nMarket Risk and Credit Risk\nMarket risk is the exposure to loss resulting from changes in interest rates, foreign currency exchange rates, and equity prices. We are exposed to interest rate risk and foreign currency exchange risk, however, we do not use derivative instruments to hedge credit/market risks or for speculative purposes. From time to time, we may enter into foreign currency contracts and collars to hedge our foreign currency cash flow exposures.\nConcentrations of credit risk arise when a number of tenants are engaged in similar business activities or have similar economic risks or conditions that could cause them to default on their lease obligations to us. We regularly monitor our portfolio to assess potential concentrations of credit risk. While we believe our portfolio is well-diversified, it does contain concentrations in certain areas.\nThe impact of the COVID-19 pandemic both in the Unites States and globally continues to cause uncertainty and volatility in financial markets, including interest rates and foreign currency exchange rates. The outbreak is expected to have a continued adverse impact on market conditions for the foreseeable future and to trigger a period of global economic slowdown with no known duration.\nThere may be an impact across all industries and geographic regions in which our tenants operate as a result of COVID-19. Given the significant uncertainty around the duration and severity of COVID-19, we are unable to predict the impact it will have on our tenants\u2019 operations. We are also exposed to further market risk as a result of tenant concentrations in certain industries and/or geographic regions, since adverse market factors (such as the COVID-19 pandemic) can affect the ability of tenants in a particular industry/region to meet their respective lease obligations. In order to manage this risk, our Advisor views our collective tenant roster as a portfolio and attempts to diversify such portfolio so that we are not overexposed to a particular industry or geographic region.\nAs of December 31, 2020, our net-lease portfolio (which excludes operating properties) had the following concentrations for property types with heightened risk as a result of the COVID-19 pandemic (as a percentage of our ABR):\n\u202216.6% related to hotel and leisure properties;\n\u20225.0% related to retail facilities (primarily from convenience and wholesale stores);\n\u20224.2% related to student housing (net lease) properties;\n\u20223.6% related to advertising, printing, and publishing;\n\u20223.3% related to oil and gas; and\n\u20222.1% related to automotive.\nOur operating properties portfolio had a concentration of 4.1% (based on Stabilized NOI) in student housing properties, which has heightened risk due to the impact of the COVID-19 pandemic on the individual students from which we earn student housing revenue.\nFor the year ended December 31, 2020, our consolidated portfolio had the following significant characteristics in excess of 10% based on the percentage of our consolidated total revenues:\n\u202265% related to domestic properties, which included concentrations of 13% in both Florida and Texas, respectively; and\n\u202235% related to international properties.\nCPA:18 - Global 2020 10-K - 53\nAs of December 31, 2020, our portfolio had the following significant property and lease characteristics in excess of 10% in certain areas, based on the percentage of our Stabilized NOI as of that date:\n\u202264% related to domestic properties, which included a concentration of 14% in Florida;\n\u202236% related to international properties; and\n\u202234% related to office properties, 31% related to self-storage properties, and 11% related to warehouse properties.\nAs of December 31, 2020, our net-leased portfolio, which excludes our operating properties, had the following significant property, industry and lease characteristics in excess of 10% in certain areas, based on the percentage of our pro rata ABR as of that da", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1558235_2020.htm (CIK: 1558235, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00710", "source": "edgar", "source_license": "public_domain", "text": "Item 7.Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nThe following discussion and analysis of the Company\u2019s financial condition and results of operations should be read in conjunction with our audited financial statements and the notes related thereto which are included in \u201cItem 8. Financial Statements and Supplementary Data\u201d of this Annual Report on Form 10-K. Certain information contained in the discussion and analysis set forth below includes forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth under \u201cSpecial Note Regarding Forward-Looking Statements,\u201d \u201cItem 1A. Risk Factors\u201d and elsewhere in this Annual Report on Form 10-K.\nOverview\nWe are a blank check company incorporated in the Cayman Islands on November 24, 2020 formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses. We intend to effectuate our initial business combination using cash derived from the proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, our shares, debt or a combination of cash, shares and debt.\nWe expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete an initial business combination will be successful.\nResults of Operations\nWe have neither engaged in any operations nor generated any operating revenues to date. Our only activities from inception through December 31, 2020 were organizational activities and those necessary to prepare for the Initial Public Offering, described below. We do not expect to generate any operating revenues until after the completion of our initial business combination. We expect to generate non-operating income in the form of interest income on marketable securities held after the Initial Public Offering. We expect that we will incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with searching for, and completing, an initial business combination.\nFor the period from November 24, 2020 (inception) through December 31, 2020, we had a net loss of $5,000, which consisted of formation and operating expenses.\nLiquidity and Capital Resources\nAs of December 31, 2020, we had no cash. Until the consummation of the Initial Public Offering, our only source of liquidity was an initial purchase of ordinary shares by our sponsor and loans from our sponsor.\nOn February 8, 2021, we consummated the Initial Public Offering of 34,500,000 Units, at a price of $10.00 per Unit, which included the full exercise by the underwriter of its over-allotment option in the amount of 4,500,000 Units, generating gross proceeds of $345,000,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 6,266,667 Private Placement Warrants to our sponsor at a price of $1.50 per Private Placement Warrant generating gross proceeds of $9,400,000.\nFollowing the Initial Public Offering, the full exercise of the over-allotment option, and the sale of the Private Placement Warrants, a total of $345,000,000 was placed in the trust account, and we had $2,465,045 of cash held outside of the trust account, after payment of costs related to the Initial Public Offering, and available for working capital purposes. We incurred $19,559,564 in transaction costs, including $6,900,000 of underwriting fees, $12,075,000 of deferred underwriting fees and $584,564 of other offering costs.\nWe intend to use substantially all of the funds held in the trust account, including any amounts representing interest earned on the trust account, which interest shall be net of taxes payable and excluding deferred underwriti", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1836935_2020.htm (CIK: 1836935, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00711", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nRisks Relating to Our Business and Financial Condition\nWe currently have no operations, and investors therefore have no basis on which to evaluate the Company\u2019s future prospects.\nWe currently have no operations and will be reliant upon a merger with or acquisition of an operating business to commence operations and generate revenue. Because we have no operations and have not generated revenues, investors have no basis upon which to evaluate our ability to achieve our business objective of locating and completing a business combination with a target business. We have no current arrangements or understandings with any prospective target business concerning a business combination and may be unable to complete a business combination in a reasonable timeframe, on reasonable terms or at all. If we fail to complete a business combination as planned, we will never generate any operating revenues.\nWe may face difficulties or delays in our search for a business combination, and we may not have access to sufficient capital to consummate a business combination.\nWe may face difficulty identifying a viable business opportunity or negotiating or paying for any resulting business combination. Economic factors that are beyond our control, including the COVID-19 pandemic and consequent economic downturn, as well as increased competition for acquisitions of operating entities that we expect to encounter as a result thereof, may hinder our efforts to locate and/or obtain a business that is suitable for our business goals at a price we can afford and on terms that will enable us to sufficiently grow our business to generate value to our shareholders. We have limited capital, and we may not be able to take advantage of any available business opportunities on favorable terms or at all due to the limited availability of capital. There can be no assurance that we will have sufficient capital to provide us with the necessary funds to successfully develop and implement our plan of operation or acquire a business we deem to be appropriate or necessary to accomplish our objectives, in which case we may be forced to terminate our business plan and your investment in the Company could become worthless.\nIf we are not successful in acquiring a new business and generating material revenues, investors will likely lose their investment.\nIf we are not successful in developing a viable business plan and acquiring a new business through which to implement it, our investors\u2019 entire investment in the Company could become worthless. Even if we are successful in combining with or acquiring the assets of an operating entity, we can provide no assurances that the Company will be able to generate significant revenue therefrom in the short-term or at all or that investors will derive a profit from their investment. If we are not successful, our investors will likely lose their entire investment.\nIf we cannot manage our growth effectively, we may not become profitable.\nBusinesses, including development stage companies such as ours and/or any operating business or businesses we may acquire, often grow rapidly and tend to have difficulty managing their growth. If we are able to acquire an operating business, we will likely need to expand our management team and other key personnel by recruiting and employing experienced executives and key employees and/or consultants capable of providing the necessary support.\nWe cannot assure you that our management will be able to manage our growth effectively or successfully. Our failure to meet these challenges could cause us to lose money, and your investment could be lost.\nBecause we have limited capital, we may need to raise additional capital in the future by issuing debt or equity securities, the terms of which may dilute our current investors and/or reduce or limit their liquidation or other rights.\nWe may require additional capital to acquire a business. We may not be able to obtain additional capital when req", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1407573_2020.htm (CIK: 1407573, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00712", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data\nFIVE YEAR CONSOLIDATED FINANCIAL SUMMARY\nYear Ended December 31,\n(a)In 2020, we recorded a goodwill impairment charge for both our Driveline and Metal Forming reporting units totaling $510 million due to the significant reduction in global automotive production volumes as a result of the impact of COVID-19. In 2019, we recorded a goodwill impairment charge of $440 million associated with the annual goodwill impairment test for our Metal Forming reporting unit. In 2018, we recorded a goodwill impairment charge associated with the annual goodwill impairment test for our former Casting and Powertrain reporting units totaling $485.5 million. See Note 3 - Goodwill and Other Intangible Assets in Item 8. Financial Statements and Supplementary Data for further detail on our goodwill impairment charges.\n(b)In 2019, we completed the sale of our U.S. Casting operations for $245 million, consisting of $185 million in cash, of which we received net proceeds of $141.2 million subsequent to certain customary closing adjustments, and a $60 million deferred payment obligation. In 2019, we recorded a charge of $225 million to reduce the carrying value of our U.S. Casting operations to fair value less cost to sell upon reclassification of the assets and liabilities to held-for-sale, and a loss of $21.3 million upon deconsolidation at closing. In 2020, we finalized certain customary post-closing adjustments associated with this sale and recorded an additional loss of $1.0 million.\n(c)For 2020, these amounts include goodwill impairment charges of $510.0 million for which there was no corresponding tax benefit, and approximately $53.1 million of restructuring and acquisition-related costs, net of tax. For 2019, these amounts include impairment charges of $617.8 million, net of tax, and approximately $45.6 million of restructuring and acquisition-related costs, net of tax. For 2018, these amounts include goodwill impairment charges of $400.3 million, net of tax, and approximately $62.4 million of restructuring and acquisition-related costs, net of tax. For 2017, these amounts include approximately $67.3 million of restructuring and acquisition-related costs, net of tax. For 2016, these amounts include approximately $18.4 million for restructuring and acquisition-related costs, net of tax.\n(d)Includes charges of $6.2 million, net of tax, in 2020, $6.6 million, net of tax, in 2019, $15.3 million, net of tax, in 2018, and $2.3 million, net of tax, in 2017 related to debt refinancing and redemption costs.\n(e)In 2019, we recognized a gain on bargain purchase of $10.8 million associated with the acquisition of certain operations of Mitec Automotive AG.\n(f)In 2019, we offered a voluntary one-time lump sum payment option to certain eligible terminated vested participants in our U.S. pension plans that, if accepted, would settle our pension obligations to them. As a result of this settlement, we remeasured the assets and liabilities of our U.S. pension plans, which resulted in a non-cash charge of approximately $7.7 million, net of tax, related to the accelerated recognition of certain deferred losses.\n(g)In 2018, we completed the sale of the aftermarket business associated with our former Powertrain segment for approximately $50 million, of which we received net proceeds of $47.1 million. As a result of the sale, we recorded a $15.5 million gain.\n(h)In 2018, we reached a settlement agreement related to a capital lease obligation that we had recognized as a result of the acquisition of Metaldyne Performance Group, Inc. (MPG). This settlement resulted in a gain of $15.6 million, including accrued interest.\n(i)In 2017, we completed the acquisitions of MPG and USM Mexico and paid cash of $895.5 million for these acquisitions, net of cash acquired. These acquisitions significantly impacted many of our financial statement line items in 2017 as compared to 2016.\n(j)These amounts have been adjusted by $25.8 million, net of tax, relat", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1062231_2020.htm (CIK: 1062231, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00713", "source": "edgar", "source_license": "public_domain", "text": "ITEM\n6: SELECTED FINANCIAL DATA\nAs\na smaller reporting company, we are not required to provide this information.\nITEM\n7:", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1737372_2020.htm (CIK: 1737372, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00714", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data.\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nTo the Board of Directors and\nStockholders of BGSF, Inc.\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheets of BGSF, Inc. (the \u201cCompany\u201d) as of December 27, 2020 and December 29, 2019, and the related consolidated statements of operations and comprehensive income, changes in stockholders\u2019 equity, and cash flows for each of the three years in the period ended December 27, 2020, and the related notes (collectively referred to as the \u201cfinancial statements\u201d). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 27, 2020 and December 29, 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 27, 2020, in conformity with accounting principles generally accepted in the United States of America.\nWe also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (\u201cPCAOB\u201d), the Company\u2019s internal control over financial reporting as of December 27, 2020, based on criteria established in 2013 Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated March 11, 2021 expressed an unqualified opinion.\nBasis for Opinion\nThese financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on these financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\nCritical Audit Matters\nThe critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved especially challenging, subjective, or complex judgments. The communication of the critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which they relate.\nAcquisition of EdgeRock Technologies Holdings, Inc. - Fair Value of Intangible Assets\nDescription of the Matter\nAs discussed in Note 3 to the financial statements, the Company acquired 100% of the equity of EdgeRock Technologies Holdings, Inc. (EdgeRock) for a purchase price cash consideration of $21.7 million, which resulted in $10.3 million of intangible assets. The $10.3 million of intangible assets is primarily comprised of a customer relationship intangible asset and a tradename intangible asset. The determination of a f", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1474903_2020.htm (CIK: 1474903, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00715", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. Executive Compensation\nThe information required by Item 11 is incorporated by reference from our definitive proxy statement for our annual stockholders\u2019 meeting presently scheduled to be held in May 2021.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1482512_2020.htm (CIK: 1482512, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00716", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nThe information required by Item 11 is hereby incorporated by reference from our definitive Proxy Statement relating to our 2021 Annual Meeting of Stockholders, to be filed with the Securities and Exchange Commission within 120 days following the end of our fiscal year.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1817825_2020.htm (CIK: 1817825, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00717", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nInformation concerning executive compensation is incorporated by reference from the text under the captions \"The Board of Directors and Corporate Governance-2020 Compensation of Directors,\" \"Compensation of Executive Officers,\" \"Compensation Committee Report,\" \"Compensation Discussion and Analysis,\" \"ON Semiconductor 2020 Pay Ratio\nDisclosure\" and \"Compensation Committee Interlocks and Insider Participation\" in our Proxy Statement.\nThe information incorporated by reference under the caption \"Compensation Committee Report\" in our Proxy Statement shall be deemed furnished, and not filed, in this Form 10-K and shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act as a result of this furnishing, except to the extent that we specifically incorporate it by reference.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1097864_2020.htm (CIK: 1097864, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00718", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11.EXECUTIVE COMPENSATION\nThe information required by this Item is incorporated by reference from the information under the captions \u201cBOARD OF DIRECTORS AND COMPENSATION INFORMATION and \u201cEXECUTIVE COMPENSATION INFORMATION\u201d (excluding the Compensation Committee Report) in the Proxy Statement.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1070412_2020.htm (CIK: 1070412, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00719", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures about Market Risk\nCommodity Price Risk\nAs an independent oil and gas producer, our revenue, cash flows from operations, other income and profitability, reserve values, access to capital and future rate of growth are substantially dependent upon the prevailing prices of oil and gas. Declines in commodity prices will adversely affect our financial condition, liquidity, ability to obtain financing and operating results. Lower commodity prices may reduce the amount of oil and gas that we can produce economically. Prevailing prices for such commodities are subject to wide fluctuation in response to relatively minor changes in supply and demand and a variety of additional factors beyond our control, such as global, political and economic conditions. Historically, prices received for our oil and gas production have been volatile and unpredictable, and such volatility is expected to continue. Most of our production is sold at market prices. Generally, if the commodity indices fall, the price that we receive for our production will also decline. Therefore, the amount of revenue that we realize is partially determined by factors beyond our control. Assuming the production levels we attained during the year ended December 31, 2020, a 10% decline in oil and gas prices would have reduced our operating revenue and cash flows by approximately $4.3 million for the year. If commodity prices remain at their current levels the impact on operating revenues and cash flows, could be much more significant. However, we do have derivative contracts in place that will mitigate the impact of low commodity prices.\nDerivative Instrument Sensitivity\nAt December 31, 2020, the aggregate fair market value of our commodity derivative contracts was an asset of approximately $19.4 million. The fair market value of our commodity derivative contracts is sensitive to changes in the market price for oil and gas. When our derivative contract prices are higher than prevailing market prices, we recognize gains and conversely, when our derivative contract prices are lower than prevailing market prices, we incur losses.\nInterest Rate Risk\nWe are subject to interest rate risk associated with borrowings under our First Lien Credit Facility and our Second Lien Credit facility. As of December 31, 2020, we had $95.0 million of outstanding indebtedness under our First Lien Credit Facility and $112.7 of outstanding indebtedness under our Second Lien Credit Facility, each with a variable interest rate. At December 31, 2020, the interest rate on the First Lien Credit Facility was approximately 3.6% based on 1-month LIBOR borrowings and level of utilization. An increase in the interest rate of 1% would increase our interest expense by $1.0 million on an annual basis, based on the outstanding balance at December 31, 2020. At December 31, 2020 the interest rate on the Second Lien Credit Facility was 15.8% based on 3-month LIBOR borrowings. An increase of 1% would increase our interest expense by $1.1 million on an annual basis, based on the outstanding balance at December 31, 2020.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 867665_2020.htm (CIK: 867665, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00720", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nINDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nTable of Content\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nBoard of Directors and Shareholders\nCognex Corporation\nOpinion on the financial statements\nWe have audited the accompanying consolidated balance sheets of Cognex Corporation (a Massachusetts corporation) and subsidiaries (the \u201cCompany\u201d) as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive income, shareholders\u2019 equity, and cash flows for each of the three years in the period ended December 31, 2020, and the related notes and financial statement schedule included under Item 15(2) (collectively referred to as the \u201cfinancial statements\u201d). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.\nWe also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (\u201cPCAOB\u201d), the Company\u2019s internal control over financial reporting as of December 31, 2020, based on criteria established in the 2013 Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (\u201cCOSO\u201d), and our report dated February 11, 2021 expressed an unqualified opinion.\nBasis for opinion\nThese financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\nCritical audit matters\nThe critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.\nRevenue Recognition - Application-Specific Customer Solutions\nAs described further in Notes 1 and 14 to the consolidated financial statements, the Company recognizes revenue from application-specific customer solutions. For these transactions, revenue is recognized at the point in time when the solution is validated, which is when the Company can objectively determine that th", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 851205_2020.htm (CIK: 851205, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00721", "source": "edgar", "source_license": "public_domain", "text": "Item 7 - Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nYou should read the following discussion and analysis of financial condition and results of operations together with the Consolidated Financial Statements and accompanying notes included in Item 8 of this Annual Report on Form 10-K. This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth under Item 1A \u201cRisk Factors\u201d and \u201cForward Looking Statements\u201d immediately preceding Part I of this Annual Report on Form 10-K.\nCritical Accounting Policies\nThe Company follows accounting and reporting policies and procedures that conform, in all material respects, to GAAP and to practices generally applicable to the financial services industry, the most significant of which are described in Note 1 to the Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K. The preparation of Consolidated Financial Statements in conformity with GAAP requires management to make judgments and accounting estimates that affect the amounts reported for assets, liabilities, revenues and expenses on the Consolidated Financial Statements and accompanying notes, and amounts disclosed as contingent assets and liabilities. While the Company bases estimates on historical experience, current information and other factors deemed to be relevant, actual results could differ from those estimates. Accounting estimates are necessary in the application of certain accounting policies and procedures that are particularly susceptible to significant change. Critical accounting policies are defined as those that require the most complex or subjective judgment and are reflective of significant uncertainties, and could potentially result in materially different results under different assumptions and conditions\nThe following is a summary of the more subjective and complex accounting estimates and principles affecting the financial condition and results reported in financial statements. In each area, the Company has identified the variables that management believes to be the most important in the estimation process. The Company uses the best information available to make the estimations necessary to value the related assets and liabilities in each of these areas.\nAllowance for Loan Losses\nAllowance for loan losses is a valuation allowance for probable incurred credit losses. Loan losses are charged against the allowance for loan losses when management believes the uncollectability of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance for loan losses. The Company estimates the allowance for loan losses required using past loan loss experience, the nature and volume of the portfolio, information about specific borrower situations and estimated collateral values, economic conditions, and other factors. Allocations of the allowance for loan losses may be made for specific loans, but the entire allowance for loan losses is available for any loan that, in management\u2019s judgment, should be charged-off. Amounts are charged-off when available information confirms that specific loans or portions thereof, are uncollectible. This methodology for determining charge-offs is consistently applied to each segment.\nThe Company determines a separate allowance for loan losses for each portfolio segment. The allowance for loan losses consists of specific and general reserves. Specific reserves relate to loans that are individually classified as impaired. A loan is impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement. Factors considered in determining impairment include payment status, collateral value and", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1423869_2020.htm (CIK: 1423869, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00722", "source": "edgar", "source_license": "public_domain", "text": "Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nResults of Operations\nThe following table sets forth certain income and expense items as a percentage of net sales:\nThe following discussion should be read in conjunction with the Selected Financial Data and the Consolidated Financial Statements and the related notes contained elsewhere in this report.\nForward-Looking Statements\nThis annual report contains statements concerning the Company\u2019s expectations, plans, objectives, future financial performance, and other statements that are not historical facts. These statements may be \u201cforward-looking statements\u201d within the meaning of the Private Securities Litigation Reform Act of 1995. In most cases, the reader can identify forward-looking statements by words such as \u201canticipate,\u201d \u201cestimate,\u201d \u201cforecast,\u201d \u201cexpect,\u201d \u201cbelieve,\u201d \u201cshould,\u201d \u201ccould,\u201d \u201cwould,\u201d \u201cplan,\u201d \u201cmay,\u201d \u201cintend,\u201d \u201cestimate,\u201d \u201cprospect,\u201d \u201cgoal,\u201d \u201cwill,\u201d \u201cpredict,\u201d \u201cpotential\u201d or other similar words. Forward-looking statements contained in this report, including elsewhere in \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations,\u201d are based on current expectations and our actual results may differ materially from those projected in any forward-looking statements. In addition, the Company participates in an industry that is subject to rapidly changing conditions and there are numerous factors that could cause the Company to experience a decline in sales and/or earnings or deterioration in financial condition. Factors that could cause actual results to differ materially from those in forward-looking statements made in this report include but are not limited to:\n\u2022\nthe impact of COVID-19 on our business, the global and U.S. economy and our customers and suppliers;\n\u2022\nthe loss of or a reduction in business from one or more of our key customers;\n\u2022\nnegative developments in the macro-economic factors that impact our performance such as the U.S. housing market, general economy, unemployment rates and consumer sentiment and the impact of such developments on our and our customers\u2019 business, operations and access to financing;\n\u2022\ncompetition from other manufacturers and the impact of such competition on pricing and promotional levels;\n\u2022\nan inability to develop new products or respond to changing consumer preferences and purchasing practices;\n\u2022\na failure to effectively manage manufacturing operations, alignment and capacity or an inability to maintain the quality of our products;\n\u2022\nthe impairment of goodwill, other intangible assets or our long-lived assets;\n\u2022\nan inability to obtain raw materials in a timely manner or fluctuations in raw material and energy costs;\n\u2022\ninformation systems interruptions or intrusions or the unauthorized release of confidential information concerning customers, employees or other third parties;\n\u2022\nthe cost of compliance with, or liabilities related to, environmental or other governmental regulations or changes in governmental or industry regulatory standards, especially with respect to health and safety and the environment;\n\u2022\na failure to attract and retain certain members of management or other key employees or other negative labor developments, including increases in the cost of labor;\n\u2022\nrisks associated with the implementation of our growth strategy;\n\u2022\nrisks related to sourcing and selling products internationally and doing business globally, including the imposition of tariffs or duties on those products;\n\u2022\nunexpected costs resulting from a failure to maintain acceptable quality standards;\n\u2022\nchanges in tax laws or the interpretations of existing tax laws;\n\u2022\nthe occurrence of significant natural disasters, including earthquakes, fires, floods, and hurricanes or tropical storms;\n\u2022\nthe unavailability of adequate capital for our business to grow and compete;\n\u2022\nincreased buying power of large customers and the impact on our ability to maintain or raise prices;\n\u2022\nour ability to succes", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 794619_2020.htm (CIK: 794619, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00723", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nCompensation Discussion and Analysis\nThe objective of the Company\u2019s compensation program is to provide an incentive to our chief executive officer and chief financial officer for services rendered. The compensation program for our sole executive officer is comprised of a consulting fee paid to a related party based on services rendered in connection with maintaining our disclosure obligations with the Commission. We utilize this form of compensation as it is adequate to retain and motivate our executive officer at this stage of our development. Nonetheless, when we develop or acquire an existing business opportunity our intention in respect to executive compensation will be to compensate Company executives in accordance with compensatory packages typical of other smaller reporting companies. We do not expect to rely on any specific formula to determine compensation. Future compensation arrangements for Company executives will most likely include salaries, stock awards and stock options.\nExecutive compensation paid to a company controlled by our current chief executive officer and chief financial officer for the periods ended December 31, 2020, and December 31, 2019, were $15,400 and $8,984 respectively.\nDuring the year ended December 31, 2020, the Company incurred director\u2019s fees of $1,600 (2019 - $1,600).\nTable\nThe following table provides summary information for 2020 and 2019 concerning cash and non-cash compensation paid or accrued by the Company to or on behalf of (i) the chief executive officer and the chief financial officer and (ii) any other employee to receive compensation in excess of $100,000.\nOutstanding Equity Awards as of December 31, 2020\nThere were no outstanding equity awards as of December 31, 2020 for our named executive officer.\nNo share purchase options were granted to our named executive officer during our fiscal year ended December 31, 2020.\nLong-Term Incentive Plans\nWe do not have any long-term incentive plans, pension plans, or similar compensatory plans for our directors or executive officers.\nChange of Control Agreements\nWe are not party to any change of control agreements with any of our directors or executive officers.\nCompensation of Directors\nThe following table summarizes the compensation of our Company directors for the year ended December 31, 2020:\nEmployment Agreements\nThere are no employment agreements with the named executive officer.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1113313_2020.htm (CIK: 1113313, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00724", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nThe following are the material risks that may affect us. Any of the risks discussed herein can materially adversely affect our business, liquidity, operations, industry or financial position or our future financial performance.\nSUMMARY\nRisks Related to Our Business and Properties\n\u2022\nRisks related to COVID-19.\n\u2022\nRisks related to the overall economy and our financial performance.\n\u2022\nRisks related to the limited number of hotels that we own.\n\u2022\nRisks related to increased hotel operating expenses and decreased hotel revenues.\n\u2022\nRisks related to our investment strategy, and the acquisition, renovation, or repositioning of hotels.\n\u2022\nRisks related to our third-party management companies.\n\u2022\nRisks related to our ability to make distributions.\n\u2022\nRisks related to the geographic concentration of our hotels.\n\u2022\nRisks related to the concentration of our hotel franchise agreements.\n\u2022\nRisks related to our ground lease for the Hyatt Centric Arlington.\n\u2022\nRisks related to hedging against interest rate exposure.\n\u2022\nRisks related to investment opportunities and growth prospects.\n\u2022\nRisks related to internal controls.\n\u2022\nRisks related to information technology.\n\u2022\nRisks related to natural disasters and the physical effects of climate change.\nRisks Related to the Lodging Industry\n\u2022\nRisks related to operating risks, seasonality of the hotel business, investment concentration in particular segments of a single industry, and capital expenditures.\n\u2022\nRisks related to operating hotels with franchise agreements.\n\u2022\nRisks related to restrictive covenants in certain of our franchise agreements.\n\u2022\nRisks related to hotel re-development.\n\u2022\nRisks related to obtaining financing.\n\u2022\nRisks related to uninsured and underinsured losses.\n\u2022\nRisks related to governmental regulations, including regulations covering environmental matters or the Americans with Disabilities Act.\n\u2022\nRisks related to unknown or contingent liabilities.\n\u2022\nRisks related to future terrorist activities.\nGeneral Risks Related to the Real Estate Industry\n\u2022\nRisks related to illiquidity of real estate investments.\n\u2022\nRisks related to future acquisitions.\n\u2022\nRisks related to property damage including harmful mold.\n\u2022\nRisks related to increases in property taxes.\nRisks Related to Our Debt and Financing\n\u2022\nRisks related to our financial leverage.\n\u2022\nRisks related to our forbearance agreements.\n\u2022\nRisks related to our financial covenants.\n\u2022\nRisks related to our debt maturities.\n\u2022\nRisks related to our borrowing costs.\n\u2022\nRisks related to interest rates.\nRisks Related to Our Organization and Structure\n\u2022\nRisks related to change of control.\n\u2022\nRisks related to our executive employment agreements.\n\u2022\nRisks related to ownership limitations on our common stock and preferred stock.\n\u2022\nRisks related to our preferred stock.\n\u2022\nRisks related to future indebtedness.\n\u2022\nRisks related to our REIT status.\n\u2022\nRisks related to our major corporate policies.\n\u2022\nRisks related to key personnel.\nRisks Related to Conflicts of Interest of Our Officers and Directors\n\u2022\nRisks related to conflicts of interest of our officers and directors.\nFederal Income Tax Risks Related to the Company\u2019s Status as a REIT.\n\u2022\nRisks related potential failure to qualify as a REIT.\n\u2022\nRisks related to potential failure to make distributions.\n\u2022\nRisks related to MHI Holding.\n\u2022\nRisks related to potential tax liabilities.\n\u2022\nRisks related to REIT compliance requirements.\n\u2022\nRisks related to Operating Partnership\u2019s qualification as a partnership for federal income tax purposes.\n\u2022\nRisks related potential failure to qualify as a REIT.\n\u2022\nRisks related to the TRS qualification of MHI Holding, and the qualification of our hotel manager as an \u201celigible independent contractor\u201d.\n\u2022\nRisks related to our TRS leases.\n\u2022\nRisks related to the potential tax liability of MHI Holding.\n\u2022\nRisks related to our net operating loss carryforwards.\n\u2022\nRisks related to taxation of dividend income.\n\u2022\nRisks related to Medicare tax.\n\u2022\nRisks related to U.S. withholding tax under the \u201cForeign Acc", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax liability. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00725", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors.\nYou should carefully consider the risks and uncertainties described below, as well as the other information in this Annual Report on Form 10-K, including our financial statements and the related notes and \u201cManagement\u2019s Discussion and Analysis of Results of Operations and Financial Condition.\u201d Our business, financial condition, results of operations or prospects could be materially and adversely affected if any of these risks occurs, and as a result, the market price of our common stock could decline and you could lose all or part of your investment. Our actual results could differ materially and adversely from those anticipated in these forward-looking statements as a result of certain factors, including those set forth below.\nRisks Related to COVID-19\nThere is significant uncertainty around our development of AT-527 as a potential treatment for COVID-19.\nOur development of AT-527 for the treatment of COVID-19 is in its early stages, and we may not be successful in our development of AT-527 as a potential treatment for COVID-19. We, together with our collaborator Roche, anticipate initiating a Phase 3 clinical trial in the second quarter of 2021 to study AT-527 in adult patients with mild or moderate COVID-19 in the outpatient setting. Currently, we are evaluating AT-527 for the treatment of patients with mild to moderate COVID-19 in two Phase 2 clinical trials. Additionally, we are conducting a Phase 1 clinical trial in healthy volunteers and have additional Phase I clinical trials planned. We have committed and plan to continue to commit significant financial and personnel resources to the development of AT-527 as a potential treatment for COVID-19. If we are unable to successfully develop AT-527 for the treatment of COVID-19, we will have taken resources away from other development programs and will not be able to recuperate the resources dedicated to developing AT-527 as a potential treatment for COVID-19, which could have a material adverse impact on our business. If the data from our Phase 2 clinical trials are not supportive of further development of AT-527 as a treatment for COVID-19 or the investor community has a negative reaction to the data, the demand for our common stock could decrease significantly, and the price of our common stock could decline substantially, which could result in significant losses for our stockholders.\nFurther, while there is currently an urgent need for a treatment for COVID-19, the longevity and extent of the ongoing COVID-19 pandemic is uncertain and it is unclear whether SARS-CoV-2 will become an endemic human coronavirus that may circulate in the human population after the current pandemic has subsided. If the pandemic were to dissipate, whether due to a significant decrease in new infections, due to the availability of vaccines, or otherwise, the need for a treatment could decrease significantly. If the need for a treatment decreases before or soon after commercialization of AT-527, if approved, or other treatments for COVID-19 are developed before AT-527, our business could be adversely impacted.\nWe may expend resources in anticipation of clinical trials and potential commercialization of AT-527, which we may not be able to recover if AT-527 is not approved for the treatment of COVID-19 or we are not successful at commercializing AT-527.\nWe believe that there is an urgent unmet need for effective orally administered COVID-19 treatments particularly for patients in the outpatient setting. Accordingly, if the data from our ongoing and planned clinical trials of AT-527 in COVID-19 patients are positive, we may pursue certain expedited development, review and approval programs offered by the U.S. Food and Drug Administration (\u201cFDA\u201d) to sponsors of drugs designed to treat serious diseases and conditions. These programs may offer the potential for a more rapid approval and commercialization process than traditional FDA review pathways. In order to prepare for the poss", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1593899_2020.htm (CIK: 1593899, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00726", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\nReferences to the \u201cCompany,\u201d \u201cus,\u201d \u201cour\u201d or \u201cwe\u201d refer to KL Acquisition Corp. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our audited financial statements and related notes included herein.\nCautionary Note Regarding Forward-Looking Statements\nAll statements other than statements of historical fact included in this Report including, without limitation, statements under this \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d regarding the Company\u2019s financial position, business strategy and the plans and objectives of management for future operations, are forward- looking statements. When used in this Report, words such as \u201canticipate,\u201d \u201cbelieve,\u201d \u201cestimate,\u201d \u201cexpect,\u201d \u201cintend\u201d and similar expressions, as they relate to us or the Company\u2019s management, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company\u2019s management. Actual results could differ materially from those contemplated by the forward- looking statements as a result of certain factors detailed in our filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on the Company\u2019s behalf are qualified in their entirety by this paragraph.\nThe following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.\nResults of Operations\nWe have neither engaged in any operations nor generated any revenues to date. The only activities through December 31, 2020, were organizational activities, those necessary to prepare for the IPO, described below, and, after our IPO, those related to identifying a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination, at the earliest. We will generate non-operating income in the form of interest income on marketable securities held in the Trust Account. We will incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.\nFor the period from August 26, 2020 (inception) through December 31, 2020, we had a net loss of $71,932 which consisted of formation costs and franchise tax.\nLiquidity and Capital Resources\nAs of December 31, 2020, we had no cash. Until the consummation of the IPO, our only sources of liquidity were an initial purchase of common stock by the Sponsor and loans from the Sponsor.\nSubsequent to December 31, 2020, the registration statement for the Company\u2019s IPO was declared effective by the U.S. Securities and Exchange Commission (the \u201cSEC\u201d) on January 7, 2021 (the \u201cEffective Date\u201d). On January 12, 2021, the Company consummated the IPO of 28,750,000 units (the \u201cUnits\u201d), including the issuance of 3,750,000 Units as a result of the underwriter\u2019s full exercise of its over-allotment option. Each Unit consists of one Class A common stock, $0.0001 par value, and one-third of one redeemable warrant entitling its holder to purchase one Class A common stock at a price of $11.50 per share. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $287,500,000.\nSimultaneously with the closing of the IPO, the Company consummated the private placement (\u201cPrivate Placement\u201d) with the Sponsor of an aggregate of 5,166,667 warrants (\u201cPrivate Placement Warrants\u201d), each at a price of $1.50 per Sponsor Private Warrant, generating total proceeds of", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1823323_2020.htm (CIK: 1823323, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00727", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nThe information contained under the heading \"Executive Compensation and Other Information\" in the Proxy Statement is incorporated herein by reference.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1099800_2020.htm (CIK: 1099800, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00728", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nInvesting in our Class A common stock involves a high degree of risk. You should consider carefully the risks and uncertainties described below, together with all of the other information contained in this Annual Report, including the consolidated financial statements and the related notes and Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations, before making investment decisions related to our Class A common stock. If any of the following risks are realized, our business, financial condition, results of operations and prospects could be materially and adversely affected. In that event, the market price of our Class A common stock could decline and you could lose part or all of your investment.\nRisks Related to Our Business and Industry\nIf we fail to maintain and grow our client base and spend through our platform, our revenue and business may be negatively impacted.\nTo sustain or increase our revenue, we must regularly add new clients and encourage existing clients to maintain or increase the amount of advertising inventory purchased through our platform and adopt new features and functionalities that we make available. If competitors introduce lower cost or differentiated offerings that compete with or are perceived to compete with ours, our ability to sell our services to new or existing clients could be impaired. We have spent significant effort in cultivating our relationships with advertising agencies, which has resulted in an increase in the budgets allocated to, and the amount of advertising purchased on, our platform. However, it is possible that we may reach a point of saturation at which we cannot continue to grow our revenue from such agencies because of internal limits that advertisers may place on the allocation of their advertising budgets to digital media to a particular provider or otherwise. While we generally have MSAs in place with our clients, such agreements allow our clients to change the amount they spend through our platform or terminate our services with limited notice. We do not typically have exclusive relationships with our clients and there is limited cost to moving their media spend to our competitors. As a result, we have limited visibility to our future advertising revenue streams. We cannot assure you that our clients will continue to use our platform or that we will be able to replace, in a timely or effective manner, departing clients with new clients that generate comparable revenue. If a major client representing a significant portion of our business decides to materially reduce its use of our platform or to cease using our platform altogether, it is possible that our revenue or revenue growth rate could be significantly reduced, and our business negatively impacted.\nThe loss of advertising agencies as clients could significantly harm our business, financial condition, and results of operations.\nOur client base consists primarily of advertising agencies. We do not have exclusive relationships with advertising agencies, and we depend on agencies to work with us to build and maintain advertiser relationships and execute advertising campaigns.\nThe loss of agencies as clients could significantly harm our business, financial condition and results of operations. If we fail to maintain satisfactory relationships with an advertising agency, we risk losing business from the advertisers represented by that agency.\nAdvertisers may change advertising agencies. If an advertiser switches from an agency that utilizes our platform to one that does not, we will lose revenue from that advertiser. In addition, some advertising agencies have their own relationships with suppliers of advertising inventory and can directly connect advertisers with such suppliers. Our business may suffer to the extent that advertising agencies and inventory suppliers purchase and sell advertising inventory directly from one another or through intermediaries other than us.\nW", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1671933_2020.htm (CIK: 1671933, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00729", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nInvesting in our common stock involves risk. You should carefully consider the risks described below as well as all the other information in this Annual Report on Form 10-K, including the consolidated financial statements and the related notes included in this report. The risks and uncertainties described below are not the only risks and uncertainties we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations. If any of the following risks actually occur, our business, results of operations and financial condition could suffer. In that event, the trading price of our common stock could decline, and you may lose all or part of your investment. The risks discussed below also include forward-looking statements, and our actual results may differ substantially from those discussed in these forward-looking statements.\nRisks Related to the COVID-19 Pandemic\nThe COVID-19 pandemic has had, and we expect will continue to have, adverse effects on our business, results of operations, financial condition and cash flows.\nThe public health crisis caused by the COVID-19 pandemic and the measures being taken by governments, health authorities, businesses, and the public at large to limit the COVID-19 pandemic\u2019s spread have had, and we expect will continue to have, certain negative effects on, and present certain risks to, our business that include the following:\n\u2022Governments and private parties have imposed limitations on in-person access to physicians, which have:\n\u25e6affected patient access to treatment, given that ILUVIEN is administered only by an injection into the eye, which means telemedicine is not a viable substitute; and\n\u25e6made it difficult or impossible for our sales representatives (including those employed by our distributors) to meet with retina specialists and their staff to educate them about the benefits of ILUVIEN and to provide support for insurance pre-certifications.\n\u2022Our business is also negatively affected by patient behavior in the current environment. Most of our ILUVIEN sales are driven by the use of ILUVIEN to treat diabetic macular edema, or DME. Given that governmental authorities have cited diabetes as a factor that places a person at higher risk for severe illness from the COVID-19 pandemic, many of those patients are or may be unwilling to visit their physicians in person (even if otherwise permitted) for fear of contracting the COVID-19 coronavirus.\nThese limitations had an adverse impact on our revenues beginning late in the first quarter and continuing through the date of this report. We expect these factors to continue to adversely impact our revenue, and the extent and duration of that impact is uncertain at this time, particularly in light of the emergence of COVID-19 variants that may increase the transmissibility of the coronavirus or be more deadly, or both. If the COVID-19 pandemic intensifies (as is currently the case in most of the U.S. and Europe and the U.K.), its duration is longer than we expect, or the coronavirus becomes transmissible at a greater rate or becomes more deadly, its negative effect on our sales and thus our liquidity and financial condition could be more prolonged and may be severe. Financial uncertainty associated with the adverse effects of the COVID-19 pandemic, and the duration and severity of those effects, could affect certain estimates we use to prepare our quarterly financial results, including impairment of intangible assets, the income tax provision and recoverability of certain receivables.\nOther effects or possible effects of the COVID-19 pandemic on us include:\n\u2022Limitations on travel within and between the countries in which we market and sell ILUVIEN, as well as various types of \u201cshelter in place\u201d orders, have curtailed our in-person marketing activities, which have in turn contributed to lower sales of ILUVIEN.\n\u2022Cancellation of in-person trade shows, medical con", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax provision, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00730", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nAn investment in our securities involves an exceptionally high degree of risk and is extremely speculative in nature. The risks described below are the ones we believe are most important for you to consider. These risks are not the only ones that we face. If events anticipated by any of the following risks actually occur, our business, operating results or financial condition could suffer and the price of our common stock could decline.\nWE HAVE RECEIVED A GOING CONCERN OPINION FROM OUR AUDITORS AND WE ARE CURRENTLY OPERATING AT A LOSS, WHICH RAISES SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN.\nWe have received a \u201cGoing Concern\u201d opinion from our auditors. As reflected in the accompanying consolidated financial statements, the Company had a shareholders\u2019 deficit at September 30, 2020, and a net loss and net cash used in operating activities for the fiscal year then ended. These factors raise substantial doubt about the Company\u2019s ability to continue as a going concern.\nThe Company is attempting to generate sufficient revenue; however, the Company\u2019s cash position may not be sufficient enough to support the Company\u2019s daily operations. While the Company believes in the viability of its strategy to generate sufficient revenue and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company\u2019s ability to further implement its business plan and generate sufficient revenues.\nIT IS MOST LIKELY THAT WE WILL NEED TO SEEK ADDITIONAL FINANCING THROUGH SUBSEQUENT FUTURE PRIVATE OFFERING OF OUR SECURITIES.\nBecause the Company does not currently have any financing arrangements, and may not be able to secure favorable terms for future financing, the Company may need to raise capital through the sale of its common stock. The sale of additional equity securities will result in dilution to our shareholders.\nUNFAVORABLE PUBLICITY OR CLIENT REJECTION OF OUR PRODUCTS OR SERVICES GENERALLY COULD REDUCE OUR SALES.\nWe will be highly dependent upon client acceptance of the safety, efficacy and quality of our products and services, as well as similar products or services offered by other companies. Client acceptance of products or services can be significantly influenced by scientific research or findings, national media attention and other publicity about product use or services. A product or service may be received favorably, resulting in high sales associated with that product or service that may not be sustainable as client preferences change. Future scientific research or publicity could be unfavorable to our industry or any of our particular products and services and may not be consistent with earlier favorable research or publicity. A future research report or publicity that is perceived by our consumers as less than favorable or that question earlier favorable research or publicity could have a material adverse effect on our ability to generate revenue. Adverse publicity in the form of published scientific research, statements by regulatory authorities or otherwise, whether or not accurate, that associates consumption or use of our products or services, or any other similar products and services, with illness or other adverse effects, or that questions the benefits of our or similar products or services, or claims that they are ineffective, could have a material adverse effect on our business, reputation, financial condition or results of operations.\nCOMPLYING WITH NEW AND EXISTING GOVERNMENT REGULATION, BOTH IN THE U.S. AND ABROAD, COULD SIGNIFICANTLY INCREASE OUR COSTS AND LIMIT OUR ABILITY TO MARKET OUR PRODUCTS AND SERVICES.\nThe production, packaging, labeling, advertising, distribution, licensing and/or sale of our products and services may be subject to regulation by several U.S. federal agencies, including the FDA, the Federal Trade Commission, the Consumer Product Safety Commission, and t", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1516887_2020.htm (CIK: 1516887, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00731", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7.\nMANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nThe following Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from the results discussed in the forward-looking statements. Factors that might cause such a difference include, but are not limited to, those discussed in \u201cRisk Factors\u201d and elsewhere in this Annual Report on Form 10-K. The following section is qualified in its entirety by the more detailed information, including our financial statements and the notes thereto, which appears elsewhere in this Annual Report on Form 10-K.\nRecent Developments\nAs described elsewhere in this Report, the COVID-19 pandemic has recently had far-reaching adverse impacts on many aspects of our operation, directly and indirectly, including our employees, consumer behavior, distribution and logistics, our suppliers, and the market overall. The scope and nature of these impacts continue to evolve each day. In light of the uncertain and rapidly evolving situation relating to the COVID-19 pandemic, we have taken a number of precautionary measures to manage our resources conservatively by reducing and/or deferring capital expenditures, inventory purchases and operating expenses to mitigate the adverse impact of the pandemic, which is intended to help minimize the risk to our Company, employees, customers, and the communities in which we operate. Such steps include the following:\n\u2022\nOn March 17, 2020, we announced the temporary closure of all owned and operated stores in the United States, Canada, the United Kingdom, Denmark and Ireland.\n\u2022 On March 26, 2020, we announced the temporary closure of our warehouse and e-commerce fulfillment center in Ohio as we reviewed our processes related to workplace safety, including social distancing and sanitation practices recommended by the Centers for Disease Control and Prevention, among others. The Ohio warehouse was reopened on April 1, 2020 following the review and reconfiguration of workflow and workspaces to further promote social distancing and minimize interaction as orders are fulfilled.\n\u2022 On March 26, 2020, we announced the furlough of over 90% of our workforce, effective March 29, 2020.\n\u2022 On March 26, 2020, we announced pay reductions of 20% for those employees not placed on temporary leave, and that the salaries of the Company's executive officers and each of its name executive officers would be reduced by 20% effective March 29, 2020.\n\u2022 On March 26, 2020, we announced that the annual cash retainers for all non-employee directors serving on our Board of Directors will be eliminated for the first fiscal quarter of 2020.\n\u2022 We are delaying the payment of 100% of the bonus earned by our executive officers for fiscal 2019 performance and 80% of such bonuses earned by our non-executive officer associates.\n\u2022 In accordance with plan provisions, we are delaying the Company's contribution to its 401(k) plan.\n\u2022 We are actively working with our landlords to minimize costs associated with closed retail facilities.\nIn addition to the effects described above, our supply chain has been affected by COVID-19. Vendors in China were temporarily closed as a result of the pandemic. Although their operations ceased in January and February, the vendors resumed production in March and are expected to continue to ramp up unless the pandemic comes back in China, causing our vendors to cease production again. Seasonal merchandise supporting our sales plans for the Easter holiday and spring season, were produced and delivered by our vendors prior to the temporary halt in their operations. As a result, we have sufficient inventory and supplies to support our e-commerce demand and any stores which may reopen in the near future. For our vendors with operations in Vietnam, the pandemic continues to evolve on a daily basis and we are in com", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1113809_2020.htm (CIK: 1113809, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00732", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nInvesting in our common stock involves a high degree of risk. Before making an investment in the Company, you should carefully consider the following risk factors. The risks and uncertainties set forth below are not the only risks and uncertainties that we face. Additional risks and uncertainties not presently known to us or that we currently deem to be immaterial may also impair our business operations. If any of the following risks were to occur, our business or financial condition could be materially adversely affected. In such case, the net asset value of our common stock could decline, and you may lose all or part of your investment.\nRisks Related to our Adviser and its Affiliates\nWe may be obligated to pay our Adviser incentive compensation even if we incur a net loss due to a decline in the value of our portfolio.\nThe Investment Advisory Agreement entitles our Adviser to receive incentive compensation on income regardless of any capital losses. In such case, we may be required to pay our Adviser incentive compensation for a fiscal quarter even if there is a decline in the value of our portfolio or if we incur a net loss for that quarter.\nWe expect that any incentive fee payable by us that relates to our net investment income may be computed and paid on income that may include interest that has been accrued but not yet received. If a portfolio company defaults on a loan that is structured to provide accrued interest, it is possible that accrued interest previously included in the calculation of the incentive fee will become uncollectible. Pursuant to the Investment Advisory Agreement, our Adviser will not be under any obligation to reimburse us for any part of the incentive fee it received that was based on accrued income that we never received as a result of a default by an entity on the debt instrument that resulted in the accrual of such income, and such circumstances would result in our paying an incentive fee on income we never received.\nMoreover, to the extent that we are required to recognize in our taxable income such interest income that has been accrued but not yet paid, our payment of incentive fees to the Adviser on such income may make it difficult to meet (or may further amplify existing difficulties in meeting) the Annual Distribution Requirement necessary to maintain RIC tax treatment under the Code. As a result, we may have to sell some of our investments at times and/or at prices we would not consider advantageous, raise additional debt or equity capital, or forgo new investment opportunities for this purpose. If we are not able to obtain cash from other sources, we may fail to qualify for RIC tax treatment and thus become subject to corporate-level U.S. Federal income tax. For additional discussion regarding the tax implications of a RIC, see \u201cRisk Factors - Federal Income Tax Risks - We may be subject to corporate-level U.S. federal taxes if we fail to maintain our qualification as a RIC.\u201d\nThe time and resources that individuals and the executive officers of our Adviser devote to us may be diverted, and we may face additional competition due to the fact that neither our Adviser, nor its affiliates, is prohibited from raising money for or managing another entity that makes the same types of investments that we target.\nAffiliates and executive officers of the Adviser currently manage other investment entities and are not prohibited from raising money for and managing future investment entities that make the same types of investments as those we target. As a result, the time and resources that the executive officers and individuals employed by the Adviser and its affiliates devote to us may be diverted, and during times of intense activity in other areas of business, they may devote less time and resources to our business than is necessary or appropriate.\nThere are significant potential conflicts of interest that could impact our investment returns.\nWe pay management and incentive f", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1490927_2020.htm (CIK: 1490927, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00733", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data\nAs a smaller reporting company, we are not required to provide the information required by this Item.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1715768_2020.htm (CIK: 1715768, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00734", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. Financial Statements\nReport of Independent Registered Public Accounting Firm\nTo the Stockholders and Board of Directors\nOFS Capital Corporation:\nOpinion on the Consolidated Financial Statements\nWe have audited the accompanying consolidated statements of assets and liabilities of OFS Capital Corporation and subsidiaries (the Company), including the consolidated schedules of investments, as of December 31, 2020 and 2019, the related consolidated statements of operations, changes in net assets, and cash flows for each of the years in the two-year period ended December 31, 2020, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations, changes in its net assets and its cash flows for each of the years in the two-year period ended December 31, 2020, in conformity with U.S. generally accepted accounting principles.\nBasis for Opinion\nThese consolidated financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting as of December 31, 2020. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company\u2019s internal control over financial reporting. Accordingly, we express no such opinion.\nOur audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Such procedures also included confirmation of investments owned as of December 31, 2020 and 2019, by correspondence with custodians, agents, or portfolio companies, or by other appropriate auditing procedures where replies were not received. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.\nCritical Audit Matter\nThe critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.\nEvaluation of the fair value of Portfolio Company Investments using unobs", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1487918_2020.htm (CIK: 1487918, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00735", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nOur financial statements, together with the report of our independent registered public accounting firm, appear in this Annual Report on Form 10-K beginning on page.\nItem 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1727196_2020.htm (CIK: 1727196, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00736", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. \tQuantitative and Qualitative Disclosures About Market Risk.\nWe are exposed to market risks in the ordinary course of our business, including risks relating to changes in interest rates, foreign currency and inflation. The following discussion provides additional information regarding these risks.\nInterest Rate Risk\nOur primary exposure to market risk relates to changes in interest rates. Borrowings under our Term Loan Facility and Revolving Credit Facility bear interest at variable rates, subject to an interest rate floor. Interest rate risk is highly sensitive due to many factors, including U.S. monetary and tax policies, U.S. and international economic factors and other factors beyond our control. A hypothetical 10% relative change in interest rates during the years ended December 31, 2020 or 2019 would not have had a material effect on our financial statements. We do not currently engage in hedging transactions to manage our exposure to interest rate risk.\nCredit Risk\nAs of December 31, 2020, our cash and cash equivalents were maintained with one financial institution in the United States. While our deposit accounts are insured up to the legal limit, the balances we maintain may, at times, exceed this insured limit. We believe this financial institution has sufficient assets and liquidity to conduct its operations in the ordinary course of business with little or no credit risk to us.\nOur accounts receivable relate to sales to customers. To minimize credit risk, ongoing credit evaluations of all customers\u2019 financial condition are performed. Two customers represented 10% or more of our accounts receivable as of December 31, 2020.\nForeign Currency Risk\nOur business is primarily conducted in U.S. dollars. Any transactions that may be conducted in foreign currencies are not expected to have a material effect on our financial condition, results of operations or cash flows. As we grow our operations, our exposure to foreign currency risk could become more significant.\nImpact of Inflation\nInflationary factors, such as increases in our cost of goods sold or other operating expenses, may adversely affect our operating results. While it is difficult to accurately measure the impact of inflation due to the imprecise nature of the estimates required, we do not believe inflation had a material effect on our financial condition or results of operations during the years ended December 31, 2020 and 2019. We cannot assure you, however, that we will be able to increase the selling prices of our products or reduce our operating expenses in an amount sufficient to offset the effects future inflationary pressures may have on our gross margin. Accordingly, we cannot assure you that our financial condition and results of operations will not be materially impacted by inflation in the future.\nJOBS Act\nSection 107 of the JOBS Act permits us, as an \u201cemerging growth company,\u201d to take advantage of an extended transition period for adopting new or revised accounting standards until those standards would otherwise apply to private companies. We have elected to avail ourselves of this exemption and, as a result, for so long as we remain an emerging growth company, unless we subsequently choose to affirmatively and irrevocably opt out of the extended transition period, our financial statements may not be comparable to the financial statements of issuers who are required to comply with the effective dates for new or revised accounting standards that are applicable to public companies. Section 107 of the JOBS Act provides that we can elect to opt out of the extended transition period at any time, which election is irrevocable.\nWe will remain an emerging growth company until the earliest of: (i) the last day of the first fiscal year in which our annual gross revenues are $1.07 billion or more; (ii) the last day of 2025; (iii) the date that we become a \u201clarge accelerated filer\u201d as defined in Rule 12b-2 under the Exchange Act, which would occur if the", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1708527_2020.htm (CIK: 1708527, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00737", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data.\nFinancial Highlights (for the years ended December 31, 2020, 2019, 2018, 2017 and 2016)\n(Dollar amounts in 000\u2019s except for per share information)\n* Adjusted to give effect to the reverse share split of 1-for-4 executed on January 4, 2018.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1376227_2020.htm (CIK: 1376227, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00738", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nINDEX OF FINANCIAL INFORMATION\nCONTENTS\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nTo the Board of Directors and Shareholders of Western Capital Resources, Inc.:\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheets of Western Capital Resources, Inc. (\"the Company\") as of December 31, 2020 and 2019, the related consolidated statements of income, stockholders' equity, and cash flows for each of the years in the two-year period ended December 31, 2020 and the related notes (collectively referred to as the \"financial statements\"). In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.\nBasis for Opinion\nThese financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (\"PCAOB\") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.\nOur audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\nCritical Audit Matters\nThe critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) related to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgements. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.\nAccounting for Leases\nCritical Audit Matter Description\nAs described further in Note 9 of the financial statements, during the year ended December 31, 2020, the Company recognized a right-of-use asset and lease liability for operating leases (other than leases that meet the definition of a short-term lease) at the commencement date of the respective lease. The Company concluded that the leases were operating leases which requires a lease liability to be recorded ", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1363958_2020.htm (CIK: 1363958, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00739", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nSmaller reporting companies are not required to provide the information required by this item.\nITEM 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1797762_2020.htm (CIK: 1797762, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00740", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures about Market Risk.\nAs of December 31, 2020, we were not subject to any market or interest rate risk. Following the consummation of our initial public offering, the net proceeds of our initial public offering, including amounts in the trust account, have been invested in United States \u201cgovernment securities\u201d within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less, or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1834645_2020.htm (CIK: 1834645, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00741", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\nThe selected financial data set forth below should be read in conjunction with \"Management's Discussion and Analysis of Financial Condition and Results of Operations,\" and the financial statements and related notes included in this Report. Our consolidated financial statements include our accounts and our wholly-owned subsidiaries. The financial information presented below has been derived from our audited consolidated financial statements, which financial statements have been audited by Ernst & Young LLP, our independent registered public accounting firm. The historical data is not necessarily indicative of results to be expected for any future period. The balance sheet data below reflects the reclassification of deferred financing costs under FASB Accounting Standards Update (\"ASU\") No. 2015-03, Simplifying the Presentation of Debt Issue Costs, which was adopted on January 1, 2016, retrospectively.\nGlossary of Defined Terms\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1347652_2020.htm (CIK: 1347652, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00742", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nThe financial statements and supplementary data required to be submitted in response to this Item 8 are set forth after Part IV, Item 15 of this Annual Report on Form 10-K and are incorporated by reference into this Item 8.\nItem 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1648428_2020.htm (CIK: 1648428, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00743", "source": "edgar", "source_license": "public_domain", "text": "Item 7A.Quantitative and Qualitative Disclosures About Market Risk\nThe following discussion about our market risk involves forward-looking statements. All statements that do not relate to matters of historical fact should be considered forward-looking statements. Actual results could differ materially from those projected in any forward-looking statements.\nInterest Rate Risk. Our exposure to interest rate risk from changes in market interest rates relates primarily to RealNetworks' revolving line of credit. RealNetworks' borrowing arrangement has a floating rate interest payments and thus has a degree of interest rate risk, if interest rates increase. Based on the available total balance of the revolving line of credit, a hypothetical 10% increase/decrease in interest rates would not increase/decrease our annual interest expense or cash flows by more than a nominal amount.\nInvestment Risk. As of December 31, 2020, we had an equity investment in common shares of a foreign publicly traded technology company. These common shares were acquired as a portion of the proceeds received in the sale of Napster. The equity investment is subject to fluctuation in the market price as well as being exposed to changes in foreign currency exchange rates. A hypothetical 10% increase/decrease in the common share price or foreign currency exchange rate would result in an increase/decrease of the value of the equity investment of approximately $1.0 million.\nForeign Currency Risk. We conduct business internationally in several currencies and thus are exposed to adverse movements in foreign currency exchange rates.\nOur exposure to foreign exchange rate fluctuations arise in part from: (1) translation of the financial results of foreign subsidiaries into U.S. dollars in consolidation; (2) the remeasurement of non-functional currency assets, liabilities and intercompany balances into U.S. dollars for financial reporting purposes; and (3) non-U.S. dollar denominated sales to foreign customers.\nOur foreign currency risk management program reduces, but does not entirely eliminate, the impact of currency exchange rate movements. For our foreign operations, the majority of our revenues and expenses are denominated in other currencies, such as the euro. We currently do not actively hedge our foreign currency exposures and are therefore subject to the risk of exchange rate fluctuations. We are exposed to foreign exchange rate fluctuations as the financial results of foreign subsidiaries are translated into U.S. dollars in consolidation. Our exposure to foreign exchange rate fluctuations also arises from intercompany payables and receivables to and from our foreign subsidiaries.\nA hypothetical 10% increase or decrease in those currencies relative to the U.S. dollar as of December 31, 2020 would not result in a material impact on our financial position, results of operations or cash flows.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1046327_2020.htm (CIK: 1046327, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00744", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nRisks Related to our Mergers and Acquisitions Activities\nCombining Legacy Bridge and Legacy Dime may be more difficult, costly or time consuming than expected and the Company may fail to realize the anticipated benefits of the Merger.\nThe success of the Merger will depend, in part, on the ability to realize the anticipated cost savings from combining the businesses of Legacy Bridge and Legacy Dime. To realize the anticipated benefits and cost savings from the Merger, we must successfully integrate and combine the two businesses in a manner that permits those cost savings to be realized. If the Company is not able to successfully achieve these objectives, the anticipated benefits of the Merger may not be realized fully or at all or may take longer to realize than expected. In addition, the actual cost savings and anticipated benefits of the Merger could be less than anticipated, and integration may result in additional unforeseen expenses.\nIt is possible that the integration process could result in the loss of key employees, the disruption of the Company\u2019s ongoing businesses or inconsistencies in standards, controls, procedures and policies that adversely affect the Company\u2019s ability to maintain relationships with clients, customers, depositors and employees or to achieve the anticipated benefits and cost savings of the Merger. Integration efforts may also divert management attention and resources. These integration matters could have an adverse effect on the Company for an undetermined period after completion of the Merger.\nThe combined company may be unable to retain personnel successfully following the Merger.\nThe success of the Merger will depend in part on the Company\u2019s ability to retain the talents and dedication of key employees of Legacy Bridge and Legacy Dime. It is possible that these employees may decide not to remain with the Company. If the Company is unable to retain key employees, including management, who are critical to the successful integration and future operations of the companies, the Company could face disruptions in its operations, loss of existing customers, loss of key information, expertise or know-how and unanticipated additional recruitment costs. In addition, if key employees terminate their employment, the Company\u2019s business activities may be adversely affected and management\u2019s attention may be diverted from successfully integrating the businesses of Legacy Bridge and Legacy Dime to hiring suitable replacements, all of which may cause the Company\u2019s business to suffer. In addition, the Company may not be able to locate or retain suitable replacements for any key employees who leave.\nAcquisitions involve integrations and other risks.\nAcquisitions involve a number of risks and challenges including: our ability to integrate the branches and operations acquired, and the associated internal controls and regulatory functions, into our current operations; our ability to limit the outflow of deposits held by our new customers in the acquired branches and to successfully retain and manage the loans acquired; and our ability to attract new deposits and to generate new interest-earning assets in geographic areas not previously served. Additionally, no assurance can be given that the operation of acquired branches would not adversely affect our existing profitability; that we would be able to achieve results in the future similar to those achieved by our existing banking business; that we would be able to compete effectively in the market areas served by acquired branches; or that we would be able to manage any growth resulting from the transaction effectively. We face the additional risk that the anticipated benefits of the acquisition may not be realized fully or at all, or within the time period expected. Finally, acquisitions typically involve the payment of a premium over book and trading values and therefore, may result in dilution of our book and tangible book value per share.\nWe m", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 846617_2020.htm (CIK: 846617, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00745", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures about Market Risk\nWe are exposed to market risk from changes in foreign currency exchange rates and interest rates, which could affect our operating results, financial position and cash flows. We manage our exposure to these market risks through our regular operating and financing activities. We address market risks from changes in foreign currency exchange rates through a risk management program that includes the use of derivative financial instruments to mitigate certain foreign currency transaction exposures from future settlement of non-functional currency monetary assets and liabilities as of the end of a period.\nForeign Currency Exchange Rate Risk and Sensitivity\nWe are exposed to changes in foreign currency exchange rates which could affect our operating results as well as our financial position and cash flows. The foreign currencies to which we have the most significant exchange rate exposures are the Euro, British Pound and Japanese Yen. The Company manages its foreign currency exposures on a consolidated basis, which allows the Company to analyze exposures globally and take into account offsetting exposures in certain balances. The primary foreign currency denominated transactions include revenue and expenses and the resulting accounts receivable and accounts payable balances reflected on our consolidated balance sheet and with intercompany trading partners that are eliminated in consolidation.\nIn the ordinary course of business, we enter into foreign currency contracts for periods consistent with our committed exposures to mitigate the effect of foreign currency movements on transactions denominated in foreign currencies. We do not enter into or hold foreign currency derivative financial instruments for trading or speculative purposes, nor do we enter into derivative financial instruments to hedge future cash flows or forecasted transactions. The intent of these economic hedges is to offset gains and losses on the underlying exposures from these currencies with gains and losses resulting from the foreign currency contracts that hedge these exposures.\nWe had foreign currency contracts with notional amounts totaling $28.5 million and a fair value of less than $0.1 million as of December 31, 2020. A hypothetical 10% strengthening of the U.S. dollar against other currencies would result in an approximately $1.6 million increase in the fair value of our foreign currency contracts as of December 31, 2020. By contrast, a hypothetical 10% weakening of the U.S. dollar against other currencies would result in an approximately $1.6 million decrease in the fair value of our foreign currency contracts as of December 31, 2020.\nInterest Rates\nOur exposure to market risk associated with changes in interest rates relates primarily to our debt obligations. We have $204.8 million of outstanding variable rate debt as of December 31, 2020. A 100 basis point increase in interest rates at December 31, 2020 would increase our annual pre-tax interest expense by approximately $2.0 million.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1076930_2020.htm (CIK: 1076930, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00746", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nPresentation\nThe following discussion should be read in conjunction with \u201cSelected Financial Data\u201d and the Consolidated Financial Statements included elsewhere in this document. See also \u201cForward-Looking Statements\u201d on page 2. Discussions of 2019 items and year-to-year comparisons of 2019 and 2018 that are not included in this Form 10-K can be found in \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2019, which Item is incorporated herein by reference.\nOverview\nMarine Products, through our wholly owned subsidiaries Chaparral and Robalo, is a leading manufacturer of recreational fiberglass powerboats. Our sales and profits are generated by selling the products that we manufacture to a network of independent dealers who in turn sell the products to retail consumers. These dealers are located throughout the continental United States and in several international markets. Dealers either remit payment upon receipt of the product or finance their inventory through third-party floor plan lenders, who pay Marine Products generally within ten days of delivery of the products to the dealers.\nWe manage our Company by focusing on the execution of the following business and financial strategies:\n\u25cfManufacturing high-quality, stylish, and innovative powerboats for our dealers and retail consumers which are competitive in the market,\n\u25cfProviding our independent dealer network appropriate incentives, training, and other support to enhance their success and their customers\u2019 satisfaction, thereby facilitating their continued relationship with us,\n\u25cfManaging our production and dealer order backlog to optimize operating results and reduce risk in the event of a downturn in sales of our products,\n\u25cfMaintaining a flexible, variable cost structure which can be reduced quickly when deemed appropriate,\n\u25cfDesigning our products and marketing strategies to create a positive, memorable experience for our customers, within an evolving environment which calls for the increased use of technology to conduct virtual marketing and product demonstration,\n\u25cfMonitoring the recreational boat market for strong complementary product lines which we may enter through new product development or acquisition,\n\u25cfExtending our brand name recognition to enhance the success of new boat models that complement our existing offerings,\n\u25cfImproving our sales and profits by increasing the utilization of our manufacturing capacity,\n\u25cfMonitoring the activities and financial condition of our dealers and of the third-party floor plan lenders who finance our dealers\u2019 inventories,\n\u25cfMaximizing stockholder return by optimizing the balance of cash invested in the Company\u2019s productive assets, the payment of dividends to stockholders, and the repurchase of the Company\u2019s common stock on the open market, and\n\u25cfAligning the interests of our management and stockholders.\nIn executing these strategies and attempting to optimize our financial returns, management closely monitors dealer orders and inventories, the production mix of various models, and indications of near term demand such as consumer confidence, evolving customer preferences for socially distanced recreational activities, interest rates, dealer orders placed at our annual dealer conferences, and retail attendance and orders at annual winter boat show exhibitions and through virtual marketing events. We also consider trends related to certain key financial and other data, including our historical and forecasted financial results, market share, unit sales of our products, average selling price per boat, and gross profit margins, among others, as indicators of the success of our strategies. Marine Products\u2019 financial results are affected by consumer confidence and preferences, because pleasure boating is a discretionary expenditure ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1129155_2020.htm (CIK: 1129155, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00747", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nWe are exposed to market risks arising from adverse changes in:\n\u2022foreign exchange rates;\n\u2022interest rates; and\n\u2022commodity prices.\nForeign Exchange Rates\nForeign currency fluctuations may impact the financial results we report for the portions of our business that operate in functional currencies other than the U.S. dollar. Our operations outside of the U.S. represented 50.5% and 50.3% of our revenue during the years ended December 31, 2020 and 2019, respectively. An increase or decrease in the strength of the U.S. dollar against these currencies by 10% would result in a 5.1% change in our consolidated revenue and a 2.6% change in our operating income for the year ended December 31, 2020. See our Results of Operations discussion in Part II, Item 7 of this Annual Report on Form 10-K for additional information regarding the impact of fluctuations in exchange rates on our year over year results.\nAdditionally, we are exposed to foreign currency fluctuations with respect to the purchase of aftermarket products from foreign countries, primarily in Europe and Asia. To the extent that our inventory purchases are not denominated in the functional currency of the purchasing location, we are exposed to exchange rate fluctuations. In several of our operations, we purchase inventory from manufacturers in Taiwan in U.S. dollars, which exposes us to fluctuations in the relationship between the local functional currency and the U.S. dollar, as well as fluctuations between the U.S. dollar and the Taiwan dollar. We hedge our exposure to foreign currency fluctuations related to a portion of inventory purchases in our Europe operations, but the notional amount and fair value of these foreign currency forward contracts at December 31, 2020 were immaterial. We do not currently attempt to hedge foreign currency exposure related to our foreign currency denominated inventory purchases in our North America operations, and we may not be able to pass on any resulting price increases to our customers.\nTo the extent that we are exposed to foreign currency fluctuations related to non-functional currency denominated financing transactions, we may hedge the exposure through the use of foreign currency forward contracts. As of December 31, 2020, we held short term foreign currency forward contracts with notional amounts of \u20ac142 million, \u00a375 million and SEK 227 million. Only the SEK denominated foreign currency forward contract was designated as a cash flow hedge; the fair value was a liability of $1 million as of December 31, 2020. In February 2021, we entered into a short term foreign currency forward contract for $250 million to mitigate our exposure to non-functional currency borrowings in our European operations. We currently expect to enter into a similar instrument when this one matures in the first quarter of 2021. The values of these contracts are subject to changes in foreign currency exchange rates.\nOther than with respect to a portion of our foreign currency denominated inventory purchases and certain financing transactions, we do not hold derivative contracts to hedge foreign currency risk. Our net investment in foreign operations is partially hedged by the foreign currency denominated borrowings we use to fund foreign acquisitions; however, our ability to use foreign currency denominated borrowings to finance our foreign operations may be limited based on local tax laws. We have elected not to hedge the foreign currency risk related to the interest payments on foreign third party borrowings as we generate cash flows in the local currencies that can be used to fund debt payments. As of December 31, 2020, we had outstanding borrowings of \u20ac500 million under our Euro Notes (2024) and \u20ac1.0 billion under our Euro Notes (2026/28); we had no foreign borrowings under our revolving credit facilities. As of December 31, 2019, we had outstanding borrowings of \u20ac500 million under our Euro Notes (", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: tax law, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00748", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nAn investment in our common stock involves a high degree of risk. In determining whether to purchase our common stock, an investor should carefully consider all of the material risks described below, together with the other information contained in this report before making a decision to purchase our securities. An investor should only purchase our securities if he or she can afford to suffer the loss of his or her entire investment.\nRisks Related to Our Business\nWe are a clinical stage company and have a history of operating losses and expect to incur significant additional operating losses.\nWe are a clinical stage company with a history of operating losses. For the fiscal years ended June 30, 2020 and 2019, we had net losses of $9.1 million and $8.0 million, respectively and an accumulated deficit of $69.7 million at June 30, 2020. Our prospects must be considered in light of the uncertainties, risks, expenses, and difficulties frequently encountered by companies in similar stages of operations. We expect to incur substantial additional net expenses and losses over the next several years as our research, development, clinical trials, and commercial activities increase.\nThe amount of future losses and when, if ever, we will achieve profitability are uncertain. Our ability to generate revenue and achieve profitability will depend on, among other things, successful completion of the preclinical and clinical development of our product candidates; obtaining necessary regulatory approvals from the FDA and international regulatory agencies; successful manufacturing, sales and marketing arrangements; and raising sufficient funds to finance our activities. If we are unsuccessful at some or all of these undertakings, our business, prospects and results of operations may be materially adversely affected.\nWe will need to raise additional capital, which may cause dilution to our stockholders, restrict our operations or require us to relinquish rights to technologies or product candidates.\nUntil such time, if ever, as we can generate substantial product revenues, we expect to finance our cash needs through a combination of public or private equity offerings, debt financings and/or license and development agreements with collaboration partners. As of June 30, 2020, we had cash and cash equivalents $2,392,402. However, subsequent to June 30, 2020, we completed a private placement in multiple closings for aggregate gross proceeds of approximately $25 million, or net proceeds of approximately $21.7 million. We expect the cash available at June 30, 2020 plus the private placement proceeds to fund our planned operations into the fourth quarter of calendar 2021. We will also need to raise additional capital to fund our operations. We do not have any committed external source of funds. To the extent that we raise additional capital through the sale of equity or convertible debt securities, then-existing stockholders\u2019 interests may be materially diluted, and the terms of such securities could include liquidation or other preferences that adversely affect their rights as common stockholders. Debt financing and preferred equity financing, if available, may involve agreements that include restrictive covenants that limit our ability to take specified actions, such as incurring additional debt, making capital expenditures or declaring dividends. In addition, debt financing would result in fixed payment obligations.\nIf we raise funds through collaborations, strategic partnerships or marketing, distribution or licensing arrangements with third parties, we may have to relinquish valuable rights to our technologies, future revenue streams, research programs or product candidates or grant licenses on terms that may not be favorable to us. If we are unable to raise additional funds through equity or debt financings when needed, we may be required to delay, limit, reduce or terminate our product development or future commercialization e", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1498382_2020.htm (CIK: 1498382, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00749", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. \u2003 \u2003 \u2003QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nWe are exposed to market risk related to changes in interest rates. We have policies requiring us to invest in high-quality issuers, limit our exposure to any individual issuer, and ensure adequate liquidity. Our primary exposure to market risk is interest rate sensitivity, which is affected by changes in the general level of U.S. interest rates, particularly because our investments, including cash equivalents, are in the form of money market fund and marketable securities and are invested in U.S. Treasury and U.S. government agency obligations. Due to the short-term duration of our investment portfolio and the low risk profile of our investments, an immediate 100 basis point change in interest rates would not have had a material effect on the fair market value of our portfolio.\nWe are not currently exposed to market risk related to changes in foreign currency exchange rates; however, we may contract with vendors that are located in Asia and Europe in the future and may be subject to fluctuations in foreign currency rates at that time.\nInflation generally affects us by increasing our cost of labor and clinical trial costs. We do not believe that inflation had a material effect on our business, financial condition, or results of operations during the year ended December 31, 2020.\nITEM 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1640266_2020.htm (CIK: 1640266, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00750", "source": "edgar", "source_license": "public_domain", "text": "Item 7A.\nQuantitative and Qualitative Disclosures About Market Risk.\nAs of December 31, 2020, we were not subject to any significant market or interest rate risk. On October 6, 2020, the net proceeds of the Initial Public Offering, including amounts in the Trust Account, were invested in cash and may be invested in U.S. government securities with a maturity of 185 days or less or in money market funds that meet certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended, that invest only in direct U.S. government treasury obligations. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.\nWe have not engaged in any hedging activities since our inception and we do not expect to engage in any hedging activities with respect to the market risk to which we are exposed.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1822877_2020.htm (CIK: 1822877, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00751", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nOVERVIEW\nIn 2018, we set out to simplify Sempra Energy\u2019s business model and sharpen our focus on our mission to be North America\u2019s premier energy infrastructure company. Our 2020 operational and financial results reflect our focus on executing this strategy:\n\u25aaWe completed the sales of our South American businesses\n\u25aaWe achieved full commercial operations at Cameron LNG JV Phase 1\n\u25aaWe reached a final investment decision for ECA LNG Phase 1\n\u25aaWe executed well on our planned capital expenditures\nOur South American businesses and certain activities associated with those businesses are presented as discontinued operations for all periods presented. Nominal activities that are not classified as discontinued operations have been subsumed into Parent and other. Our discussions below exclude discontinued operations, unless otherwise noted.\nRESULTS OF OPERATIONS\nWe discuss the following in Results of Operations:\n\u25aaOverall results of operations of Sempra Energy Consolidated;\n\u25aaSegment results;\n\u25aaSignificant changes in revenues, costs and earnings; and\n\u25aaImpact of foreign currency and inflation rates on our results of operations.\nOVERALL RESULTS OF OPERATIONS OF SEMPRA ENERGY CONSOLIDATED\nIn 2020 compared to 2019, our earnings increased by $1,709 million to $3,764 million and our diluted EPS increased by $5.59 to $12.88. In 2019 compared to 2018, our earnings increased by $1,131 million to $2,055 million and our diluted EPS increased by $3.87 to $7.29. The change in diluted EPS for 2020 and 2019 included decreases of $(0.46) and $(0.33), respectively, attributable to an increase in weighted-average common shares outstanding. Our earnings and diluted EPS were impacted by variances discussed in \u201cSegment Results\u201d below.\nSEGMENT RESULTS\nThis section presents earnings (losses) by Sempra Energy segment, as well as Parent and other and discontinued operations, and a related discussion of the changes in segment earnings (losses). Throughout the MD&A, our reference to earnings represents earnings attributable to common shares. Variance amounts presented are the after-tax earnings impact (based on applicable statutory tax rates), unless otherwise noted, and before NCI, where applicable.\n(1) Includes intercompany eliminations recorded in consolidation and certain corporate costs.\nSDG&E\nThe increase in earnings of $57 million (7%) in 2020 compared to 2019 was primarily due to:\n\u25aa$62 million due to the release of a regulatory liability in 2020 related to 2016-2018 forecasting differences that are not subject to tracking in the income tax expense memorandum account, which we discuss in Note 4 of the Notes to Consolidated Financial Statements;\n\u25aa$52 million higher electric transmission margin, including an increase in authorized ROE and the following impacts from the March 2020 FERC-approved TO5 settlement:\n\u25e6$18 million to conclude a rate base matter, and\n\u25e6$9 million favorable impact from the retroactive application of the final TO5 settlement for 2019;\n\u25aa$23 million higher AFUDC equity; and\n\u25aa$16 million higher income tax benefits from flow-through items; offset by\n\u25aa$44 million expected to be refunded to customers and a fine related to the Energy Efficiency Program inquiry, which we discuss in Note 4 of the Notes to Consolidated Financial Statements;\n\u25aa$31 million income tax benefit in 2019 from the release of a regulatory liability established in connection with 2017 tax reform for excess deferred income tax balances that the CPUC directed to be allocated to shareholders in a January 2019 decision;\n\u25aa$13 million higher amortization and accretion of the Wildfire Fund asset and liability, respectively; and\n\u25aa$12 million higher net interest expense.\nThe increase in earnings of $98 million (15%) in 2019 compared to 2018 was primarily due to:\n\u25aa$71 million higher CPUC base operating margin authorized for 2019, net of operating expenses;\n\u25aa$31 million income tax benefit from the ", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax expense, tax rate, tax benefit. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00752", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7.\nMANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.\nDillard's, Inc. operates 285 retail department stores spanning 29 states and an Internet store. The Company also operates a general contractor, CDI, a portion of whose business includes constructing and remodeling stores for the Company, which is a reportable segment separate from our retail operations.\nIn accordance with the National Retail Federation fiscal reporting calendar and our bylaws, the fiscal 2019 reporting period presented and discussed below ended February 1, 2020 and contained 52 weeks. The fiscal 2018 reporting period presented and discussed below ended February 2, 2019 and contained 52 weeks. The fiscal 2017 reporting period presented below ended February 3, 2018 and contained 53 weeks. For comparability purposes, where noted, some of the information presented below is based upon comparison of the 52 weeks ended February 2, 2019 to the 52 weeks ended February 3, 2018. Additionally, where noted, some of the information presented below is based upon comparison of the 52 weeks ended January 27, 2018 to the 52 weeks ended January 28, 2017.\nA discussion regarding results of operations and analysis of financial condition for the year ended February 2, 2019, as compared to the year ended February 3, 2018 is included in Item 7 of Part II, \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d of our Annual Report on Form 10-K for the year ended February 2, 2019.\nEXECUTIVE OVERVIEW\nFiscal 2019\nComparable retail sales decreased 1% for fiscal 2019 compared to fiscal 2018. Gross profit from retail operations decreased 99 basis points of sales for fiscal 2019 compared to fiscal 2018. Consolidated gross profit for fiscal 2019 decreased 76 basis points of sales compared to fiscal 2018. Consolidated selling, general and administrative (\"SG&A\") expenses during fiscal 2019 increased 65 basis points of sales compared to fiscal 2018. Net income decreased to $111.1 million, or $4.38 per share, during fiscal 2019 from $170.3 million, or $6.23 per share, in the prior year.\nIncluded in net income for fiscal 2019 is a pretax gain of $20.3 million ($15.8 million after tax or $0.62 per share) primarily related to the sale of six store properties. Also included is $5.1 million ($0.20 per share) in tax benefits related to amended state tax return filings and the Taxpayer Certainty and Disaster Tax Relief Act of 2019.\nIncluded in net income for fiscal 2018 is $2.9 million ($0.11 per share) in tax benefits related to additional federal tax credits and an update of the provisional amounts recorded for the income tax effects of the Tax Cuts and Jobs Act of 2017.\nDuring fiscal 2019, the Company repurchased $138.3 million, or 2.2 million shares, of Class A Common Stock under the Company's stock repurchase plan, with $268.7 million in authorization remaining under the March 2018 Stock Plan at February 1, 2020.\nAs of February 1, 2020, we had working capital of $917.3 million (including cash and cash equivalents of $277.1 million) and $565.7 million of total debt outstanding, excluding finance lease liabilities and operating lease liabilities, with no scheduled maturities in fiscal 2020. Cash flows provided by operating activities were $365.1 million in fiscal 2019.\nOn February 25, 2020, the Company provided estimates for certain financial statement items, including depreciation and amortization, rentals, interest and debt expense, net and capital expenditures, for the fiscal year ending January 30, 2021 based upon current conditions at that time, which did not include the impact of COVID-19. Due to heightened uncertainty relating to the impacts of COVID-19 on the Company\u2019s business operations, including the duration and impact on overall customer demand, the Company is withdrawing its 2020 guidance.\nKey Performance Indicators\nWe use a number of key indicators of financial condition and operating performance to evaluate t", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax benefit, tax credit. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00753", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nThe following table sets forth certain information about compensation paid, earned or accrued for services by our Executive Officer for the years ended December 31, 2019 and December 31, 2020.\nSummary Compensation Table\n(1)\nKa Sing Edmund Yeung was appointed as our President, Chief Financial Officer, Secretary, Treasurer and sole Director on April 18, 2016. On December 1, 2016 he assumed the additional title of Chief Executive Officer. As of the year ended December 31, 2019, Ka Sing Edmund Yeung was our President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and sole Director.\n(2)\nOn May 20, 2020, Karina Garcia Peralta was appointed President, Chief Executive Officer, Chief Financial Officer and Director of the Company. As of the year ended December 31, 2020, Karina Garcia Peralta was our President, Chief Executive Officer, Chief Financial Officer and sole Director.\nNarrative Disclosure to Summary Compensation Table\nThere are no employment contracts, compensatory plans or arrangements, including payments to be received from our company with respect to any executive officer, that would result in payments to such person because of his or her resignation, retirement or other termination of employment with our company, or its subsidiaries, any change in control, or a change in the person\u2019s responsibilities following a change in control of our company.\nOptions Grants During the Last Fiscal Year / Stock Option Plans\nWe do not currently have a stock option plan in favor of any director, officer, consultant or employee of our company. No individual grants of stock options, whether or not in tandem with stock appreciation rights known as SARs or freestanding SARs have been made to any executive officer or director during the last fiscal year; accordingly, no stock options have been granted or exercised by any of the officers or directors during our last fiscal year.\nOptions Grants During the Last Fiscal Year / Stock Option Plans\nWe do not currently have a stock option plan in favor of any director, officer, consultant or employee of our company. No individual grants of stock options, whether or not in tandem with stock appreciation rights known as SARs or freestanding SARs have been made to any executive officer or director during the last fiscal year; accordingly, no stock options have been granted or exercised by any of the officers or directors during our last fiscal year.\nAggregated Options Exercises in Last Fiscal Year\nNo individual grants of stock options, whether or not in tandem with stock appreciation rights known as SARs or freestanding SARs have been made to any executive officer or any director during our last fiscal year; accordingly, no stock options have been granted or exercised by any of the officers or directors since during our last fiscal year.\nLong-Term Incentive Plans and Awards\nWe do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance. No individual grants or agreements regarding future payouts under non-stock price-based plans have been made to any executive officer or any director or any employee or consultant since our inception; accordingly, no future payouts under non-stock price-based plans or agreements have been granted or entered into or exercised by any of the officers or directors or employees or consultants since we were founded.\nOutstanding Equity Awards at Fiscal Year End\nNo equity awards were outstanding as of the year ended December 31, 2020.\nCompensation of Directors\nThe members of our board of directors are not compensated by our company for acting as such. Directors are reimbursed for reasonable out-of-pocket expenses incurred. There are no arrangements pursuant to which directors are or will be compensated in the future for any services provided as a director.\nWe do not have any agreements for compensating our directors for their services in their capacity as directors, althoug", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1627452_2020.htm (CIK: 1627452, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00754", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures about Market Risk\nForeign Currency Risk\nA significant portion of our business is conducted in currencies other than the U.S. dollar. Foreign exchange losses have had a material adverse effect on our operating results and cash flows in the past and could have a material adverse effect on our operating results and cash flows in the future. If we do not effectively manage the risks associated with this currency risk, our revenue, cash flows and financial condition could be adversely affected. Although during 2019 and 2018, we recorded a foreign exchange gain of $321,000 and $165,000, respectively, during 2020 we recorded net foreign exchange loss of $411,000, included as part of other income, net in our consolidated statements of operation. We incur foreign currency transaction exchange gains and losses due to operations in general. In the future we may experience foreign exchange losses on our non-functional currency denominated receivables and payables to the extent that we have not mitigated our exposure. Foreign exchange losses could have a materially adverse effect on our operating results and cash flows.\nOur product sales to Japanese customers are typically invoiced in Japanese yen. As such we have foreign exchange exposure on our accounts receivable and on any Japanese yen denominated cash deposits. To partially protect us against fluctuations in foreign currency resulting from accounts receivable in Japanese yen, starting in 2015, we instituted a foreign currency hedging program. We place short term hedges that are intended to offset the potential cash exposure related to fluctuations in the exchange rate between the United States dollar and Japanese yen. We measure the fair value of these hedges at each month end and quarter end using current exchange rates and in accordance with generally accepted accounting principles. At quarter end and year end any foreign currency hedges not settled are netted on the consolidated balance sheet and consolidated balance sheet, respectively, and classified as Level 3 assets and liabilities. As of December 31, 2020 the net change in fair value from the placement of the hedge to settlement at each month end during the quarter had a de minimis impact to the consolidated results.\nThe functional currency for our foreign operations is the renminbi, the local currency of China, and in the future we may establish short term hedges covering renminbi. Most of our operations are conducted in China and most of our costs are incurred in Chinese renminbi, which subjects us to fluctuations in the exchange rates between the U.S. dollar and the Chinese renminbi. We incur transaction gains or losses resulting from consolidation of expenses incurred in local currencies for our Chinese subsidiaries, as well as in translation of the assets and liabilities at each balance sheet date. Our financial results could be adversely affected by factors such as changes in foreign currency exchange rates or weak economic conditions in foreign markets, including the revaluation by China of the renminbi, and any future adjustments that China may make to its currency such as any move it might make to a managed float system with opportunistic interventions. We may also experience foreign exchange losses on our non-functional currency denominated receivables and payables.\nWe currently are using a hedging program to minimize the effects of currency fluctuations relating to the Japanese yen. While we may apply this program to other currencies, such as the Chinese renminbi, our hedging position is partial and may not exist at all in the future. It may not succeed in minimizing our foreign currency fluctuation risks. Our primary objective in holding these instruments is to reduce the volatility of earnings and cash flows associated with changes in foreign currency. The program is not designated for trading or speculative purposes. The company may choose not to hedge certain for", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1051627_2020.htm (CIK: 1051627, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00755", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Consolidated Financial Data\nTable 1 on page 60 of this report sets forth the selected consolidated financial data for the Company.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 811589_2020.htm (CIK: 811589, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00756", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation.\nThe information required by Item 11 is incorporated herein by reference from the Carnival Corporation and Carnival plc joint definitive Proxy Statement to be filed with the U.S. Securities and Exchange Commission not later than 120 days after the close of the 2020 fiscal year.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 815097_2020.htm (CIK: 815097, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00757", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nCONSOLIDATED BALANCE SHEETS\nSee accompanying notes to Consolidated Financial Statements.\nCONSOLIDATED STATEMENTS OF OPERATIONS\nSee accompanying notes to Consolidated Financial Statements.\nCONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME\nSee accompanying notes to Consolidated Financial Statements.\nCONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY\nSee accompanying notes to Consolidated Financial Statements.\nCONSOLIDATED STATEMENTS OF CASH FLOWS\nSee accompanying notes to Consolidated Financial Statements.\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n(1)Summary of Significant Accounting Policies\nThe Company's accounting and reporting policies are in accordance with GAAP and conform to general practices within the finance company industry. The following is a description of the more significant of these policies used in preparing the Consolidated Financial Statements.\nNature of Operations\nThe Company is a small-dollar consumer finance (installment loan) company headquartered in Greenville, South Carolina that offers short-term small loans, medium-term larger loans, related credit insurance products and ancillary products and services to individuals who have limited access to other sources of consumer credit. It also offers income tax return preparation services to its customer base and to others.\nAs of March 31, 2020, the Company operated 1,243 branches in Alabama, Georgia, Idaho, Illinois, Indiana, Kentucky, Louisiana, Mississippi, Missouri, New Mexico, Oklahoma, South Carolina, Tennessee, Texas, Utah, and Wisconsin. Branches in the aforementioned states operate under one of the following names: Amicable Finance, Colonial Finance, Freeman Finance, General Credit, Midwestern Loans, World Acceptance, or World Finance. On August 3, 2018 the Company and its affiliates completed the sale of the Company's Mexico operating segment in its entirety, effective as of July 1, 2018. Thus, the Company operated no branches in Mexico as of March 31, 2020 or 2019. During the first quarter of fiscal 2019, branches in Mexico operated under the name Pr\u00e9stamos Avance or Pr\u00e9stamos Viva. The Company is subject to numerous lending regulations that vary by jurisdiction.\nPrinciples of Consolidation\nThe Consolidated Financial Statements include the accounts of World Acceptance Corporation and its wholly-owned subsidiaries (the \u201cCompany\u201d). Subsidiaries consist of operating entities in various states, ParaData Financial Systems (a software company acquired during fiscal 1994), and WAC Insurance Company, Ltd. (a captive reinsurance company established in fiscal 1994). All significant inter-company balances and transactions have been eliminated in consolidation.\nThe financial statements of the Company\u2019s former foreign subsidiaries in Mexico were prepared using the local currency as the functional currency. Assets and liabilities of these subsidiaries were translated into U.S. dollars at the then-current exchange rate while income and expense are translated at an average exchange rate for the applicable period. The resulting translation gains and losses were recognized as a component of equity in \u201cAccumulated Other Comprehensive Loss, net.\u201d\nUse of Estimates in the Preparation of Consolidated Financial Statements\nThe preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The most significant item subject to such estimates and assumptions that could materially change in the near term is the allowance for loan losses.\nReclassification\nCertain prior period amounts have been reclassified to conform to the current presentation. Such reclassifications had no impact on previously reported net income or sh", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00758", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation.\nCompensation Discussion and Analysis\nExecutive Compensation Objectives\nWe operate in an extremely competitive environment and believe that our current and future success is closely correlated with our ability to attract and retain highly talented employees and a strong management team. Accordingly, our executive compensation program is intended to meet three principal objectives: (1) attract, reward and retain senior management employees, (2) motivate these individuals to achieve our short-term and long-term business goals and (3) promote internal compensation equity and external competitiveness.\nOur philosophy relating to executive compensation is to attract and retain highly qualified individuals by offering competitive base salaries, cash-based incentive opportunities and other employee benefits. We face unique challenges in designing our executive compensation program because, as an instrumentality of the Mohegan Tribe, we cannot offer equity-based compensation to our executives, unlike many of our industry peers. As a result, we strive to offer a cash-based compensation program that rewards our executives with competitive compensation while providing proper incentives to achieve our financial and operational goals at both the operating unit and company-wide levels. We also strive to ensure that our executive compensation program is straightforward, transparent and understandable.\nRole of the Compensation Committee and Senior Management\nOur nine-member Management Board, whose members also comprise the Mohegan Tribal Council, serves as our Compensation Committee and has final authority over the design, negotiation and implementation of our executive compensation program. As discussed below, our principal executive officer, along with other senior and executive level employees, have taken the leading roles in the design of our executive compensation program. In addition, acting within the boundaries of our annual budget, as approved by the Management Board, our principal executive officer and other senior and executive level employees determine the base salaries and cash-based incentive opportunities offered to our executives.\nElements of Compensation\nCompensation offered to our named executive officers, or NEOs, primarily consists of annual compensation in the form of base salaries and employee benefits/perquisites. We also offer our NEOs cash-based incentive opportunities. In addition, we offer our NEOs the opportunity to defer all or a portion of their annual compensation under a deferred compensation plan, or DCP, and to participate in the Mohegan Retirement and 401(k) Plan, both of which are sponsored by the Mohegan Tribe. The following presents additional information relating to the elements of compensation offered to our NEOs for the fiscal year ended September 30, 2020:\nAnnual Compensation\nAnnual compensation consists of base salaries and employee benefits. These elements are intended to provide some degree of compensation certainty to our NEOs by providing compensation that, unlike incentive compensation, is not \u201cat-risk\u201d based upon company performance.\nBase Salary\nWe believe that a competitive base salary is an important component of compensation as it provides a degree of financial stability and is a critical factor in recruiting and retaining our NEOs. Base salary is also designed to recognize the scope of responsibilities placed under each NEO and to reward each NEO for their unique leadership skills, management experience and contributions to the Company.\nIn determining base salary levels, we take into consideration economic and industry conditions and company performance. We do not assign relative weights to individual and company performance, but instead make a subjective determination after considering such measures collectively. Base salary is also evaluated relative to other components of our\nexecutive compensation program to ensure that each NEO's total compensation and mi", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1005276_2020.htm (CIK: 1005276, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00759", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nINDEX TO CONSOLIDATED FINANCIAL STATEMENTS\nNANOSTRING TECHNOLOGIES, INC.\nPage(s)\nFinancial Statements:\nReports of Ernst & Young LLP, Independent Registered Public Accounting Firm\nReport of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm\nConsolidated Balance Sheets\nConsolidated Statements of Operations\nConsolidated Statements of Comprehensive Loss\nConsolidated Statements of Changes in Stockholders\u2019 Equity\nConsolidated Statements of Cash Flows\nNotes to Consolidated Financial Statements\nReport of Ernst & Young LLP, Independent Registered Public Accounting Firm\nTo the Stockholders and the Board of Directors of NanoString Technologies, Inc.\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheet of NanoString Technologies, Inc. (the Company) as of December 31, 2020, the related consolidated statements of operations, comprehensive loss, changes in stockholders\u2019 equity and cash flows for the year ended December 31, 2020, and the related notes (collectively referred to as the \u201cconsolidated financial statements\u201d). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2020, and the results of its operations and its cash flows for the year then ended, in conformity with U.S. generally accepted accounting principles.\nWe also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company\u2019s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated March 1, 2021 expressed an unqualified opinion thereon.\nBasis for Opinion\nThese financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company\u2019s financial statements based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.\nCritical Audit Matters\nThe critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.\nRevenue Recognition - Allocation of Transaction Price to Perfor", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1401708_2020.htm (CIK: 1401708, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00760", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nThe following is a summary of the primary risks associated with the Corporation\u2019s business, financial condition and results of operations, and common stock.\nRisk Factors Relating to the Corporation\nReal estate related loans are a significant portion of our loan portfolio.\nThe Bank offers a variety of loan products, including residential mortgage, consumer, construction and commercial loans. The Bank requires real estate as collateral for many of its loans. At December 31, 2020, approximately 72% ($722.9 million) of its loans were secured by real estate. Loans secured by real estate and the percent of the loan portfolio are reported in Table 14. These real estate loans are located primarily in the Bank\u2019s market area of south-central Pennsylvania. Real estate values tend to follow changes in general economic cycles. If a loan becomes delinquent as the result of an economic downturn and the Bank becomes dependent on the real estate collateral as a source of repayment, it is likely that the value of the real estate collateral has also declined. A decline in real estate values means it is possible that the real estate collateral may be insufficient to cover the outstanding balance of a delinquent or foreclosed loan, resulting in a loss to the Bank. In addition, the real estate collateral is concentrated in a small market area of south- central Pennsylvania. Localized events such as plant closures or layoffs may affect real estate prices and collateral values and could have a more negative affect on the Bank as compared to other competitors with a more geographically diverse portfolio. As the Bank grows, it is expected that real estate secured loans will continue to comprise a significant part of its balance sheet. Risk of loan default is unavoidable in the banking industry, and Management tries to limit exposure to this risk by carefully monitoring the amount of loans in specific industries and by exercising prudent lending practices and securing appropriate collateral. However, this risk cannot be eliminated, and substantial credit losses could result in reduced earnings or losses.\nCommercial loans are a significant portion of our loan portfolio.\nThe Bank continues to grow its commercial loan portfolio. Commercial purpose loans account for 85% ($859.1 million) of the total loan portfolio. These loans are made to businesses for a variety of commercial purposes and may include fixed and variable rate loans, term loans, and lines of credit. Commercial purpose loans may be secured by real estate, business assets and equipment, personal guarantees, or non-real estate collateral. Commercial purpose loans secured by real estate were $577.8 million at December 31, 2020 and account for 67% of the total commercial loan portfolio. These loans contain all the risks associated with real estate lending as discussed above. In addition, commercial real estate collateral may be more difficult to liquidate for repayment purposes than residential real estate. The repayment of commercial loans is highly dependent upon the success of the business activity and as such maybe more susceptible to risk of loss during a downturn in the economy. Because the Bank\u2019s commercial loan portfolio is concentrated in south-central Pennsylvania, the ability to repay these loans could be affected by deterioration of the economy in this region. As commercial lending continues to be the primary driver of loan growth, these new loans may present additional risk due to a lack of repayment history with the Bank. The Bank attempts to mitigate these risks through its underwriting and loan review process; however, this risk cannot be eliminated, and substantial credit losses could result in reduced earnings or losses.\nThe allowance for loan losses may prove to be insufficient to absorb inherent losses in our loan portfolio.\nThe Bank maintains an allowance for loan losses that Management believes is appropriate to provide for any inherent losses in the loa", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 723646_2020.htm (CIK: 723646, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00761", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors.\nIn connection with the \u201csafe harbor\u201d provisions of the Private Securities Litigation Reform Act of 1995, important risk factors are identified below that could affect the Company\u2019s financial performance and could cause the Company\u2019s actual results for future periods to differ materially from any opinions or statements expressed with respect to such future periods in any current statements. The Company undertakes no obligation to publicly revise any forward-looking announcements to reflect future events or circumstances.\nDependence on Major Customers\nAlthough the Company does not depend on any one single major customer, sales to the top three Benchtop Laboratory Equipment operations customers accounted for a combined aggregate of 21% of the segment\u2019s total sales for each of fiscal 2020 and 2019 (17% and 15% of its total net revenues for fiscal 2020 and 2019, respectively).\nNo representation can be made that the Company will be successful in retaining any of these customers, or not suffer a material reduction in sales, either of which could have an adverse effect on future operating results of the Company.\nOne Benchtop Laboratory Equipment Product Accounts for a Substantial Portion of Revenues\nThe Company has a limited number of Benchtop Laboratory Equipment products with one product, the Vortex-Genie 2 Mixer, accounting for approximately 45% and 46% of Benchtop Laboratory Equipment sales, for fiscal 2020 and fiscal 2019, (36% and 32% of total net revenues for fiscal 2020 and fiscal 2019, respectively).\nThe Company is a Small Participant in Each of the Industries in Which It Operates\nThe Benchtop Laboratory Equipment industry is a highly competitive mature industry. Although the Vortex-Genie 2 Mixer has been widely accepted, the annual sales of the Benchtop Laboratory Equipment products ($6,783,600 for fiscal 2020 and $7,078,800 for fiscal 2019) are significantly lower than the annual sales of many of its competitors in the industry. The principal competitors are substantially larger with much greater financial, production and marketing resources than the Company. There are constant new entrants into the vortex mixer market, including those offering products imported from China, which the Company is unable to compete with on price. The Torbal line of products is also a small market participant in its industry with significant competition from well-known brands.\nThe production and sale of Catalyst Research Instruments products is highly competitive. Altamira\u2019s competitors include several companies with greater resources and many laboratories which produce their own instruments.\nThe Company\u2019s Bioprocessing Systems operation is a participant in the laboratory-scale sector of the larger bioprocessing products industry, which is dominated by several companies that are many times larger than SBI, which is still in its start-up phase of operations.\nThe Company\u2019s Ability to Grow and Compete Effectively Depends In Part on Its Ability to Develop and Effectively Market New Products\nThe Company continuously invests in development and marketing of new Benchtop Laboratory Equipment products with a view to increase revenues and reduce the Company\u2019s dependence on the Vortex-Genie 2 Mixer, including the acquisition of the Torbal line of products in fiscal 2014. However, gross revenues derived from non Vortex-Genie Benchtop Laboratory Equipment products including Torbal products only amounted to $3,712,800 (55% of the segment\u2019s sales and 43% of total revenues) for fiscal 2020; and $3,843,500, (54% of the segment\u2019s sales and 38% of total revenues) for fiscal 2019. The segment\u2019s ability to compete will depend upon the Company\u2019s success in continuing to develop and market new laboratory equipment as to which no assurance can be given.\nThe Company relies heavily on distributors and their catalogs to market the majority of its Benchtop Laboratory Equipment products, as is customary in the industry. Accordingly, sales of new prod", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 87802_2020.htm (CIK: 87802, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00762", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nExecutive Compensation\nCurrently, none of our executive officers are compensated by us. We currently have no employees, and each of our executive officers is also an employee of Saratoga Investment Advisors. Services necessary for our business are provided by individuals who are employees of Saratoga Investment Advisors, pursuant to the terms of the Management Agreement and the Administration Agreement.\nDirector Compensation\nOur independent directors receive an annual fee of $60,000. They also receive $2,500 plus reimbursement of reasonable out-of-pocket expenses incurred in connection with attending each board meeting and receive $1,000 plus reimbursement of reasonable out-of-pocket expenses incurred in connection with attending each committee meeting. In addition, the chairman of the audit committee receives an annual fee of $10,000 and the chairman of each other committee receives an annual fee of $5,000 for their additional services in these capacities. In addition, we have purchased directors\u2019 and officers\u2019 liability insurance on behalf of our directors and officers. Independent directors have the option to receive their directors\u2019 fees in the form of our common stock issued at a price per share equal to the greater of net asset value or the market price at the time of payment. No compensation is paid to directors who are \u201cinterested persons.\u201d\nThe following table sets forth information concerning total compensation earned by or paid to each of our directors during the fiscal year ended February 29, 2020:\n(1) No compensation was paid to directors who are interested persons of us as defined in the 1940 Act.\nCompensation Committee Interlocks and Insider Participation\nThe current members of the compensation committee are G. Cabell Williams (Chairman), Steven M. Looney and Charles S. Whitman III. All of these members are independent directors. The compensation committee is responsible for overseeing the Company\u2019s compensation policies generally and making recommendations to the board of directors with respect to incentive compensation and equity-based plans of the Company that are subject to board of directors approval, evaluating executive officer performance and reviewing the Company\u2019s management succession plan, overseeing and setting compensation for the Company\u2019s directors and, as applicable, its executive officers and, as applicable, preparing the report on executive officer compensation that SEC rules require to be included in our Annual Report on Form 10-K. Currently, none of our executive officers are compensated by the Company and as such the compensation committee is not required to produce a report on executive officer compensation for inclusion in our Annual Report on Form 10-K.\nDuring fiscal year 2020, none of the Company\u2019s executive officers served on the board of directors (or a compensation committee thereof or other board committee performing equivalent functions) of any entities that had one or more executive officers serve on the compensation committee or on the board of directors. No current or past executive officers or employees of the Company or its affiliates serve on the compensation committee.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1377936_2020.htm (CIK: 1377936, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00763", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nAs a smaller reporting company, we are not required to provide this information.\nITEM 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1695473_2020.htm (CIK: 1695473, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00764", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk.\nMarket Risk Profile\nOur financial assets and financial liabilities are subject to market risk. Specifically, the fair value of our financial assets may decline while the fair value of our financial liabilities may increase due to changes in market risk factors. Our exposure to interest rate risk, however, represents our most critical market risk factor since our earnings primarily are driven by net interest income.\nInterest Rate Risk Management:\nOur interest rate risk management objective is to manage our exposure to interest rate risk within appropriate limits rather than eliminate our entire exposure to interest rate risk. In this regard, we have established policies that include guidelines on the amount of exposure to interest rate changes we are willing to accept. Our Asset/Liability Management Committee provides oversight of these risk management practices and policies. This includes routine reporting to senior Bank management and the Board of Directors, as well as maintaining the Income and Market Value Risk Policy, which defines our interest rate risk limits. Our strategy to mitigate losses due to interest rate risk is outlined below.\nMonitoring and Analyzing Interest Rate Risk:\n\u2022We monitor the risk to our net interest income, and average maturity of our interest bearing assets and liabilities.\n\u2022We measure and manage market exposure through four measurements: duration, convexity, curve, and volatility.\n\u25aaDuration measures our exposure to parallel interest rate shifts where changes in interest rates occur at similar rates across the yield curve. Duration of equity is a measure that expresses the interest rate sensitivity of the present value of the Bank\u2019s cash flow in terms of duration years of portfolio equity. We report the results of our duration of equity calculations to the FHFA each quarter. We measure duration of equity in a base case using the actual yield curve as of a specified date and then shock it with an instantaneous shift of the entire curve. Effective duration measures price sensitivity taking into account that the expected cash flows will change as interest rate change due to any prepayment options embedded within a financial instrument.\n\u25aaConvexity measures how fast duration changes as a function of interest rate changes. Convexity is largely driven by mortgage cash flows that vary significantly as borrowers respond to rate changes by either prepaying their mortgages or slowing such prepayments.\n\u25aaCurve quantifies our exposure to non-parallel shifts in the yield curve.\n\u25aaVolatility describes the degree to which the value of options, explicit or embedded, fluctuates. MPF Loans held in portfolio and MBS include options held by the mortgage borrowers to prepay their loans. As a result, we have effectively sold options by owning MPF Loans held in portfolio and MBS. Some consolidated obligations issued by us have effective purchased options that allow us to call the bonds prior to the contractual maturity date.\n\u2022We analyze the risk of our mortgage assets on a regular basis and consider the interest rate environment under various interest rate scenarios. We also perform analyses of the duration and convexity of the portfolio.\nMortgage-Related Assets\nMPF Loans Held in Portfolio and Residential MBS:\nThe predominant source of interest rate risk in our market risk profile is attributable to mortgage-related assets. Our mortgage-related assets include, but are not limited to, MPF Loans held in portfolio and MBS. Interest rate risk results from prepayment options embedded in mortgage-related assets. Specifically, changes in interest rates may result in extensions or contractions in the expected maturities of our mortgage-related assets. Interest rate swaps, swaptions, and/or futures contracts may be used to hedge the duration, convexity, and prepayment risk on MPF Loans held in portfolio. We issue both callable and noncallable debt to achieve cash fl", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1331451_2020.htm (CIK: 1331451, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00765", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nPage\nReport of Independent Registered Public Accounting Firm\nCONSOLIDATED FINANCIAL STATEMENTS\nCONSOLIDATED BALANCE SHEETS\nCONSOLIDATED STATEMENTS OF OPERATIONS\nCONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME\nCONSOLIDATED STATEMENTS OF CHANGES IN EQUITY\nCONSOLIDATED STATEMENTS OF CASH FLOWS\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n(1) Organization\n(2) Basis of Preparation\n(3) Summary of Significant Accounting Policies and Practices\n(4) Settlement Assets and Obligations\n(5) Stockholders' Equity\n(6) Acquisitions\n(7) Restricted Cash\n(8)Property and Equipment, Net\n(9) Goodwill and Acquired Intangible Assets, Net\n(10) Accrued Expenses and Other Current Liabilities\n(11) Debt Obligations\n(12) Derivative Instruments and Hedging Activities\n(13) Leases\n(14) Income Taxes\n(15) Valuation and Qualifying Accounts\n(16) Stock Plans\n(17) Business Segment Information\n(18) Financial Instruments and Fair Value Measurements\n(19) Litigation and Contingencies\n(20) Commitments\n(21) Related Party Transactions\n(22) Selected Quarterly Data (Unaudited)\nReport of Independent Registered Public Accounting Firm\nTo the Stockholders and Board of Directors\nEuronet Worldwide, Inc.:\nOpinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting\nWe have audited the accompanying consolidated balance sheets of Euronet Worldwide, Inc. and subsidiaries (the Company) as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive income, changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2020, and the related notes (collectively, the consolidated financial statements). We also have audited the Company\u2019s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.\nIn our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2020, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020 based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.\nChange in Accounting Principle\nAs discussed in Note 13 to the consolidated financial statements, the Company has changed its method of accounting for leases in 2019 due to the adoption of Accounting Standards Codification Topic 842, Leases.\nBasis for Opinions\nThe Company\u2019s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management\u2019s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company\u2019s consolidated financial statements and an opinion on the Company\u2019s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statemen", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1029199_2020.htm (CIK: 1029199, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00766", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nThe financial statements and schedule included in Part IV, \"Item 15. Exhibits and Financial Statement Schedules\" of this Annual Report on Form 10-K are incorporated herein by reference.\nItem 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1211351_2020.htm (CIK: 1211351, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00767", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nWe are subject to certain risks and uncertainties as described below. These risks and uncertainties may not be the only ones we face; there may be additional risks that we do not presently know of or that we currently consider immaterial. All of these risks could adversely affect our business, financial condition, results of operations and cash\nflows. Our ability to pay distributions on, and the market price of, our equity securities may be adversely affected if any of such risks are realized. All investors should consider the following risk factors before deciding to purchase or sell securities of the Partnership.\nWe are subject to risks inherent in the ownership of real estate. We own and manage multifamily apartment complexes and commercial properties that are subject to varying degrees of risk generally incident to the ownership of real estate. Our financial condition, the value of our properties and our ability to make distributions to our shareholders will be dependent upon our ability to operate our properties in a manner sufficient to generate income in excess of operating expenses and debt service charges, which may be affected by the following risks, some of which are discussed in more detail below:\n\u25cfchanges in the economic climate in the markets in which we own and manage properties, including interest rates, the overall level of economic activity, the availability of consumer credit and mortgage financing, unemployment rates and other factors;\n\u25cfa lessening of demand for the multifamily and commercial units that we own;\n\u25cfcompetition from other available multifamily residential and commercial units and changes in market rental rates;\n\u25cfdevelopment by competitors of competing multi-family communities;\n\u25cfincreases in property and liability insurance costs;\n\u25cfchanges in real estate taxes and other operating expenses (e.g., cleaning, utilities, repair and maintenance costs, insurance and administrative costs, security, landscaping, pest control, staffing, snow removal and other general costs);\n\u25cfchanges in laws and regulations affecting properties (including tax, environmental, zoning and building codes, and housing laws and regulations);\n\u25cfweather and other conditions that might adversely affect operating expenses;\n\u25cfexpenditures that cannot be anticipated, such as utility rate and usage increases, unanticipated repairs and real estate tax valuation reassessments or mileage rate increases;\n\u25cfour inability to control operating expenses or achieve increases in revenues;\n\u25cfthe results of litigation filed or to be filed against us;\n\u25cfrisks related to our joint ventures;\n\u25cfrisks of personal injury claims and property damage related to mold claims because of diminished insurance coverage;\n\u25cfcatastrophic property damage losses that are not covered by our insurance;\n\u25cfrisks associated with property acquisitions such as environmental liabilities, among others;\n\u25cfchanges in market conditions that may limit or prevent us from acquiring or selling properties;\n\u25cfthe perception of tenants and prospective tenants as to the attractiveness, convenience and safety of our properties or the neighborhoods in which they are located; and\n\u25cfthe Partnership does not carry directors and officers insurance.\nWe are dependent on rental income from our multifamily apartment complexes and commercial properties. If we are unable to attract and retain tenants or if our tenants are unable to pay their rental obligations, our financial condition and funds available for distribution to our shareholders will be adversely affected.\nThe ongoing coronavirus (\"COVID-19\") pandemic and measures intended to prevent its spread present material uncertainty and risk and could have a material adverse effect on our business, results of operations, cash flows and financial condition. The global outbreak of COVID-19 across many countries around the globe, including the United States, has significantly slowed global economic activity, caused significant volatility", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 746514_2020.htm (CIK: 746514, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00768", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nGeneral\nSince our incorporation on July 21, 2017, we have not compensated and have no arrangements to compensate our sole officer and director, Ms. Mulla, for her services to us as an officer.\nThe following table sets forth the compensation paid by us for the period from inception until the fiscal year ending August 31, 2020, and subsequent thereto, for our sole officer. This information includes the dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation, if any. The compensation discussed addresses all compensation awarded to, earned by, or paid to our named executive officer.\nOutstanding Equity Awards at 2020 Fiscal Year-End\nWe do not currently have a stock option plan nor any long-term incentive plans that provide compensation intended to serve as an incentive for performance. No individual grants of stock options or other equity incentive awards have been made to our sole executive officer and director since our inception.\nEmployment Contracts, Termination of Employment, Change-in-Control Arrangements\nThere are currently no employments or other contracts or arrangements with our executive officer. There are no compensation plans or arrangements, including payments to be made by us, with respect to our sole officer or director that would result from the resignation, retirement or any other termination of such person from us. There are no arrangements for our director or officer that would result from a change-in-control.\nLong-Term Incentive Plans and Awards\nWe do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance. No individual grants or agreements regarding future payouts under non-stock price-based plans have been made to any executive officer or any director or any employee or consultant since our inception.\nCompensation of Directors\nOur board of director member is not compensated for her services as director. The board has not implemented a plan to award options to any directors. There are no contractual arrangements with any member of the board of directors. We have no director's service contracts.\nEmployment Contracts, Termination of Employment, Change-in-Control Arrangements\nThere are no employment or other contracts or arrangements with our officer and directors other than those disclosed in this report. There are no compensation plans or arrangements, including payments to be made by our Company, with respect to the officers, directors, employees or consultants that would result from the resignation, retirement or any other termination of such directors, officers, employees or consultants. There are no arrangements for directors, officers or employees that would result from a change-in-control.\nIndebtedness of Directors, Senior Officers, Executive Officers and Other Management\nOur director and executive officer or any associate or affiliate of our company during the last two fiscal years, is not or has been indebted to our company by way of guarantee, support agreement, letter of credit or other similar agreement or understanding currently outstanding.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1750398_2020.htm (CIK: 1750398, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00769", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\nThe selected historical consolidated and combined financial data presented below should be read in conjunction with the \u201cRisk Factors\u201d in ITEM 1A, \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations,\u201d in ITEM 7, and our consolidated and combined financial statements and accompanying notes thereto in ITEM 8 of this Annual report on Form 10-K to fully understand factors that may affect the comparability of the information presented below.\nFor the periods ended December 31, 2016 and 2017, and for the first four months of the year ended December 31, 2018, certain expenses of Pentair were allocated to nVent for certain support functions that were provided on a centralized basis prior to the separation from Pentair on April 30, 2018. As a result, the financial information included below may not necessarily reflect what nVent's financial position, results of operations and cash flows would have been had it been a stand-alone company during the periods presented.\n(1)On April 30, 2018, Pentair completed the separation of its Electrical business, distributing to its shareholders one ordinary share of nVent for every ordinary share of Pentair held as of the record date of April 17, 2018. The computations of basic and diluted earnings per share for periods prior to the separation were calculated using the shares that were distributed to Pentair shareholders upon the separation.\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1720635_2020.htm (CIK: 1720635, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00770", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nThe following discussion and analysis has been recast to reflect the Strategic Realignment described in this Form 10-K and should be read in conjunction with our consolidated financial statements and related notes included in Item 8 of this Annual Report on Form 10-K.\nOverview\nWe connect people and places with technology that reimagines the business of travel. The COVID-19 pandemic has caused major shifts in the travel ecosystem resulting in the changing needs of our airline, hotel and agency customers. As a result, in 2020 we accelerated the organizational changes we began in 2018 to address the changing travel landscape through the Strategic Realignment to respond to the impacts of the COVID-19 pandemic on our business and cost structure. The organizational changes involve the creation of a functional-oriented structure to further enhance our long-term growth opportunities and help deliver new retailing, distribution and fulfillment solutions to the travel marketplace. As a result of the Strategic Realignment, we now operate our business and present our results through two business segments effective the third quarter of 2020: (i) Travel Solutions, our global business-to-business travel marketplace for travel suppliers and travel buyers, including a broad portfolio of software technology products and solutions for airlines, and (ii) Hospitality Solutions, an extensive suite of leading software solutions for hoteliers. All revenue and expenses previously assigned to the Travel Network and Airline Solutions business segments have been consolidated into a unified revenue and expense structure now reported as the Travel Solutions business segment. The historical results of the Hospitality Solutions reporting segment have not changed. See Note 18. Segment Information, to our consolidated financial statements for results for the years ended December 31, 2020, 2019 and 2018 by reportable segment.\nA significant portion of our revenue is generated through transaction-based fees that we charge to our customers. For Travel Solutions, we generate revenue from our distribution activities through transaction fees for bookings on our GDS, and from our IT solutions through recurring usage-based fees for the use of our SaaS and hosted systems, as well as upfront fees and professional services fees. For Hospitality Solutions, we generate revenue from recurring usage-based fees for the use of our SaaS and hosted systems, as well as upfront fees and professional services fees. Items that are not allocated to our business segments are identified as corporate and primarily include stock-based compensation expense, litigation costs, corporate headcount-related costs and other items that are not identifiable with either of our segments.\nAdditionally, we have reclassified expenses on our statement of operations to provide additional clarification on our costs by separating technology costs from cost of revenue and realigning certain expenses previously classified as cost of revenue to selling, general and administrative classification, considering how we assess our results of operations in the current organizational structure. Certain historical amounts have been reclassified to align with the current presentation. See Note 1. Summary of Business and Significant Accounting Policies, to our consolidated financial statements for further information.\nRecent Developments Affecting our Results of Operations\nThe travel industry continues to be adversely affected by the global health crisis due to COVID-19, as well as by government directives that have been enacted to slow the spread of the virus. COVID-19 has had a material impact to our consolidated financial results in 2020, resulting in a material decrease in transaction-based revenue across both of our business units over the prior year. Additionally, our mix of transactions has shifted such that domestic boo", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1597033_2020.htm (CIK: 1597033, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00771", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nInterest Rate Risk\nWe are exposed to market risk from changes in interest rates primarily through our senior secured credit facilities. As of September 26, 2020, our senior secured credit facilities are comprised of (i) $6.2 billion term loans and (ii) an $850 million revolving credit facility with no borrowings outstanding. Borrowings under our senior secured credit facilities bear interest at a rate equal to an applicable margin plus LIBOR. The applicable margin for LIBOR rate borrowings under the revolving credit facility ranges from 1.25% to 1.50%, and the margin for the term loans is 2.00% per annum. As of September 26, 2020, the LIBOR rate of approximately 0.18% was applicable to the term loans. A 0.25% change in LIBOR would increase our annual interest expense by $8 million on variable rate term loans.\nWe seek to minimize interest rate volatility risk through regular operating and financing activities and, when deemed appropriate, through the use of derivative financial instruments. These financial instruments are not used for trading or other speculative purposes. As of September 26, 2020, the Company effectively had (i) a $450 million interest rate swap transaction that swaps a one-month variable LIBOR contract for a fixed annual rate of 1.398%, with an expiration in June 2026, (ii) a $1 billion interest rate swap transaction that swaps a one-month variable LIBOR contract for a fixed annual rate of 1.835% with an expiration in June 2026, (iii) a $400 million interest rate swap transaction that swaps a one-month variable LIBOR contract for a fixed annual rate of 1.916% with an expiration in June 2026, (iv) a $884 million interest rate swap transaction that swaps a one month variable LIBOR contract for a fixed annual rate of 1.857%, with an expiration in June 2024, and (v) a $473 million interest rate swap transaction that swaps a one month variable LIBOR contract for a fixed annual rate of 2.050%, with an expiration in June 2024.\nForeign Currency Risk\nAs a global company, we face foreign currency risk exposure from fluctuating currency exchange rates, primarily the U.S. dollar against the euro, British pound sterling, Brazilian real, Chinese renminbi, Canadian dollar and Mexican peso. Significant fluctuations in currency rates can have a substantial impact, either positive or negative, on our revenue, cost of sales, and operating expenses. Currency translation gains and losses are primarily related to non-U.S. subsidiaries with a functional currency other than U.S. dollars whereby assets and liabilities are translated from the respective functional currency into U.S. dollars using period-end exchange rates and impact our Comprehensive income. A 10% decline in foreign currency exchange rates would have had a $32 million unfavorable impact on fiscal 2020 Net income.\nThe Company is party to certain cross-currency swaps to hedge a portion of our foreign currency risk. The swap agreements mature May 2022 (\u20ac250 million) and June 2024 (\u20ac1,625 million) and July 2027 (\u00a3700 million). In addition to the cross-currency swaps, we hedge a portion of our foreign currency risk by designating foreign currency denominated long-term debt as net investment hedges of certain foreign operations. As of September 26, 2020, we had outstanding long-term debt of \u20ac785 million that was designated as a hedge of our net investment in certain euro-denominated foreign subsidiaries.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1378992_2020.htm (CIK: 1378992, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00772", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors.\nAn investment in our securities involves a high degree of risk. You should consider carefully all of the material risks described below, together with the other information contained in this Form 10-K. If any of the following events occur, our business, financial condition, results of operations and cash flows may be materially adversely affected.\nRISK FACTORS RELATING TO OUR BUSINESS AND THE INDUSTRY IN WHICH WE OPERATE\nOur business is substantially dependent on third-party reimbursement. Any change in the overall health care reimbursement system may adversely impact our business.\nOur revenues are substantially dependent on third-party reimbursement. We are paid directly by private insurers and, in some cases, governmental agencies, often on a fixed fee basis, for the use of continuous infusion equipment and related disposable supplies provided to patients. If the average fees allowable by private insurers or governmental agencies were reduced, the negative impact on revenues could have a material effect on our business, financial condition, results of operations and cash flows. Also, if amounts owed to us by patients and insurers are reduced or not paid on a timely basis, we may be required to increase our concessions and/or decrease our revenues.\nChanges in the health care reimbursement system often create financial incentives and disincentives that encourage or discourage the use of a particular type of product, therapy or clinical procedure. Such changes may be impacted by the growth in ACOs, reduction of providers by payers, the use of lower cost rental networks and other factors. Market acceptance of continuous infusion therapy may be adversely affected by changes or trends within the health care reimbursement system. Changes to the health care reimbursement system that favor other technologies or treatment regimens that reduce reimbursements to providers or treatment facilities, including increasing competitive pressures from home health care and other companies that use our services, may adversely affect our ability to market our services profitably. Overall, such dependency and potential changes could materially and adversely affect our business, financial condition, results of operations and cash flows.\nOur business is substantially dependent on estimates of collectible revenue from third-party reimbursement.\nOur revenues are substantially dependent on estimates of collectible revenue from third-party reimbursement. Due to the complex nature of third-party reimbursement for the use of continuous infusion equipment and related disposable supplies provided to patients, we must estimate, based upon historical averages, the amount of collectible revenue that may be derived from each patient treatment. If average reimbursement rates diverge from historical levels, the estimates of such revenue may diverge from actual collections.\nWe utilize statistical methods to account for such changes, but there can be no assurance that the revenue reported in any period will ultimately be collected. Any recognized revenue related to third-party reimbursement from prior periods, which remains uncollected until written off from accounts receivable, will negatively impact revenues in the period in which it is written off. Thus, over time, recognized revenue net of concessions will approximate total collections.\nThe loss of a relationship with one or more third-party payers could negatively impact our business.\nOur contracts for reimbursement with third-party payers are often for a term of one year, with automatic one-year renewals, unless we or the contracted payer elect not to renew. These evergreen contracts are subject to termination upon written notice. One or more terminations could have a material and adverse effect on our business, financial condition, results of operations and cash flows.\nAny federal government shutdown may adversely impact our business.\nOur revenues are dependent on private insurers and g", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1337013_2020.htm (CIK: 1337013, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00773", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7.MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.\nExecutive Summary\nIn March 2020, the World Health Organization declared the coronavirus disease (COVID-19) a global pandemic and recommended containment and mitigation measures worldwide. To date, COVID-19 has surfaced in nearly all regions around the world and resulted in restrictions and shutdowns implemented by national, state, and local authorities. As a result of the pandemic, we are complying with executive orders issued in Ohio and U.S. Centers for Disease Control and Prevention guidelines regarding safety procedures. These procedures include, but are not limited to: wearing masks, social distancing, staggering start times, remote working, and teleconferencing versus in person meetings. We are maintaining regular contact, via phone and other electronic means, with our customers and suppliers.\nBased on recent conversations with customers, we do not expect to experience any material impairments and do not anticipate any changes in accounting judgements. We are not aware of any material adverse impact on our supply chain and remain in contact with our suppliers. Although we continue to face a period of uncertainty regarding the ongoing impact of the COVID-19 pandemic and potential emergence of new strains on our projected customer demand, market conditions are gradually improving. In the midst of this challenging economic environment, we are focused on continuing to take the necessary steps to respond quickly to changes in our business and maintaining our financial flexibility in the face of the unprecedented and continuing impact of COVID-19, through specific contingency plans including (but not limited to): reviewing and monitoring planned capital expenditures, reviewing all operating expenses for opportunities to reduce spending, and aligning inventory to estimated revenue.\nWe continue to monitor the rapidly evolving situation related to COVID-19 including guidance from federal, state, and local public health authorities and may take additional actions based on these recommendations. In these circumstances, there may be developments outside our control requiring us to adjust our operating plan. As such, given the dynamic nature of this situation, we cannot reasonably estimate the impacts of COVID-19 or the emergence of new strains on our results of operations, cash flows and liquidity in the future.\nOn April 17, 2020 we entered into an unsecured promissory note under the Paycheck Protection Program (the \u201cPPP\u201d), with a principal amount of $325,300. The PPP was established under the Coronavirus Aid, Relief, and Economic Security Act (the \u201cCARES Act\u201d) and is administered by the U.S. Small Business Administration (the \u201cSBA\u201d). The SBA approved our Forgiveness Application in full on January 6, 2021.\nFor the twelve months ended December 31, 2020, we had total revenue of $10,896,099. This was a decrease of $2,054,288, or 15.9%, compared to the twelve months ended December 31, 2019. Total revenue was adversely impacted by lower volume and COVID-19 related issues compared to 2019.\nGross profit was $2,198,290 and $2,208,563 for the twelve months ended December 31, 2020 and 2019, respectively.\nOperating expenses were $1,681,943 and $1,877,705 for the twelve months ended December 31, 2020 and 2019, respectively. The decrease was primarily due to additional expenses incurred during our management transition in the first half of 2019 as well as lower travel expenses in 2020.\nThe income tax benefit for the year ended December 31, 2020 was $1,017,503. Income tax expense for the year ended December 31, 2019 was $3,039. In 2020, we reversed in full our valuation allowance that had been recorded against the unrealizability of the deferred tax asset which resulted in the recording of the asset in the accompanying financial statements of $1,019,317 and a corresponding income tax benefit of the same amount.\nConsistent with our growth strategy, we hav", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax expense, deferred tax, tax benefit. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00774", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nPacific Premier Bancorp. Inc.\nIndex to Consolidated Financial Statements\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nShareholders and the Board of Directors of Pacific Premier Bancorp, Inc. and subsidiaries\nIrvine, California\nOpinions on the Financial Statements and Internal Control over Financial Reporting\nWe have audited the accompanying consolidated statements of financial condition of Pacific Premier Bancorp, Inc. and subsidiaries (the \u201cCompany\u201d) as of December 31, 2020 and 2019, the related consolidated statements of income, comprehensive income, stockholders\u2019 equity, and cash flows for each of the years in the three-year period ended December 31, 2020, and the related notes (collectively referred to as the \u201cfinancial statements\u201d). We also have audited the Company\u2019s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework: (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (\u201cCOSO\u201d).\nIn our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2020 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework: (2013) issued by COSO.\nChange in Accounting Principle\nAs discussed in Note 1 to the financial statements, the Company changed its method for accounting for credit losses effective January 1, 2020, due to the adoption of Financial Accounting Standards Board (\u201cFASB\u201d) Accounting Standards Codification No. 326, Financial Instruments - Credit Losses (ASC 326). The Company adopted the new credit loss standard using the modified retrospective method provided in Accounting Standards Update No. 2016-13 such that prior period amounts are not adjusted and continue to be reported in accordance with previously applicable generally accepted accounting principles. See critical audit matter below.\nBasis for Opinions\nThe Company\u2019s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management\u2019s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company\u2019s financial statements and an opinion on the Company\u2019s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (\u201cPCAOB\u201d) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.\nOur audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included eva", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1028918_2020.htm (CIK: 1028918, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00775", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures about Market Risk\nThe Trust Agreement does not authorize the Trustee to borrow for payment of the Trust\u2019s ordinary expenses. The Trust does not engage in transactions in foreign currencies which could expose the Trust or holders of Shares to any foreign currency related market risk. The Trust does not invest in derivative financial instruments and has no foreign operations or long-term debt instruments.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1588489_2020.htm (CIK: 1588489, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00776", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nThe following is a discussion and analysis of the financial condition of AbbVie Inc. (AbbVie or the company). This commentary should be read in conjunction with the consolidated financial statements and accompanying notes appearing in Item 8, \"Financial Statements and Supplementary Data.\" This section of this Form 10-K generally discusses 2020 and 2019 items and year-to-year comparisons between 2020 and 2019. Discussions of 2018 items and year-to-year comparisons between 2019 and 2018 that are not included in this Form 10-K can be found in \u201cManagement's Discussion and Analysis of Financial Condition and Results of Operations\u201d in Part II, Item 7 of the Company\u2019s Annual Report on Form 10-K for the fiscal year ended December 31, 2019.\nEXECUTIVE OVERVIEW\nCompany Overview\nAbbVie is a global, research-based biopharmaceutical company formed in 2013 following separation from Abbott Laboratories (Abbott). AbbVie uses its expertise, dedicated people and unique approach to innovation to develop and market advanced therapies that address some of the world's most complex and serious diseases.\nOn May 8, 2020, AbbVie completed the acquisition of Allergan plc (Allergan). The acquisition of Allergan creates a diversified biopharmaceutical company positioned for success with a comprehensive product portfolio that has leadership positions in key therapeutic areas of immunology, hematologic oncology, aesthetics, neuroscience, eye care and women's health. AbbVie's existing product portfolio and pipeline is enhanced with numerous Allergan assets and Allergan's product portfolio benefits from AbbVie's commercial strength, expertise and international infrastructure. See Note 5 to the Consolidated Financial Statements for additional information on the acquisition. Subsequent to the acquisition date, AbbVie's consolidated financial statements include the assets, liabilities, operating results and cash flows of Allergan.\nAbbVie's products are generally sold worldwide directly to wholesalers, distributors, government agencies, health care facilities, specialty pharmacies and independent retailers from AbbVie-owned distribution centers and public warehouses. Certain products (including aesthetic products and devices) are also sold directly to physicians and other licensed healthcare providers. In the United States, AbbVie distributes pharmaceutical products principally through independent wholesale distributors, with some sales directly to retailers, pharmacies and patients. Outside the United States, AbbVie sells products primarily to customers or through distributors, depending on the market served. Certain products are co-marketed or co-promoted with other companies. AbbVie has approximately 47,000 employees. AbbVie operates as a single global business segment.\n2020 Financial Results\nAbbVie's strategy has focused on delivering strong financial results, maximizing the benefits of the Allergan acquisition, advancing and investing in its pipeline and returning value to shareholders while ensuring a strong, sustainable growth business over the long term. The company's financial performance in 2020 included delivering worldwide net revenues of $45.8 billion, operating earnings of $11.4 billion, diluted earnings per share of $2.72 and cash flows from operations of $17.6 billion. Worldwide net revenues increased by 38% on a reported basis and on a constant currency basis, which included $10.3 billion of contributed revenues from the Allergan acquisition, growth in the immunology portfolio from Skyrizi, Rinvoq and the continued strength of Humira in the U.S. as well as revenue growth from Imbruvica and Venclexta.\nDiluted earnings per share in 2020 was $2.72 and included the following after-tax costs: (i) $5.7 billion for the change in fair value of contingent consideration liabilities; (ii) $4.8 billion related to the amortization of intangible assets; (iii) $3.0 bill", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1551152_2020.htm (CIK: 1551152, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00777", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.\nReport of Independent Registered Public Accounting Firm\nTo the Shareholders and the Board of Directors of MidWestOne Financial Group, Inc.\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheets of MidWestOne Financial Group, Inc. and its subsidiaries (the Company) as of December 31, 2020 and 2019, the related consolidated statements of income, comprehensive income, shareholders\u2019 equity and cash flows for each of the three years in the period ended December 31, 2020, and the related notes to the consolidated financial statements (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.\nWe have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company\u2019s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013, and our report dated March 11, 2021, expressed an unqualified opinion on the effectiveness of the Company\u2019s internal control over financial reporting.\nAdoption of New Accounting Standard\nAs discussed in Note 1 to the financial statements, the Company has changed its method of accounting for credit losses on financial instruments in 2020 due to the adoption of Accounting Standards Update No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (Credit Losses).\nBasis for Opinion\nThese financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risk of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\nCritical Audit Matters\nThe critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.\nAllowance for Credit Losses\nAt Decembe", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1412665_2020.htm (CIK: 1412665, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00778", "source": "edgar", "source_license": "public_domain", "text": "Item 1A.\nRisk Factors.\nYou should carefully consider each of the following risks, as well as the information included elsewhere in this report, before deciding to invest in our common stock or otherwise in connection with evaluating our business. Based on the information currently known to us, we believe that the following information identifies the most material risk factors affecting us in each of these categories of risk. However, additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also adversely affect our business, financial condition or results of operations. In addition, past financial performance may not be a reliable indicator of future performance and historical trends should not be used to anticipate results or trends in future periods. If any of the following risks and uncertainties develops into actual events, these events could have a material adverse effect on our business, financial condition or results of operations. In such case, the trading price of our common stock could decline.\n2020 Form 10-K\nSummary of Risk Factors\nWe are exposed to a variety of risks, which have been separated into five general groups:\n\u2022\nRisks related to our business and industry, including (a) food safety and foodborne illness concerns, (b) significant failure to maintain effective quality assurance systems for our restaurants, (c) significant liability claims, food contamination complaints from our customers or reports of incidents of food tampering, (d) health concerns arising from outbreaks of viruses or other illnesses, including the COVID-19 pandemic, (e) the fact that the operation of our restaurants is subject to the terms of the master license agreement with YUM, (f) the fact that substantially all of our revenue is derived from our operations in China, (g) the fact that our success is tied to the success of YUM\u2019s brand strength, marketing campaigns and product innovation, (h) shortages or interruptions in the availability and delivery of food products and other supplies, (i) fluctuation of raw materials prices, (j) our inability to attain our target development goals, the potential cannibalization of existing sales by aggressive development and the possibility that new restaurants will not be profitable, (k) risks associated with leasing real estate, (l) inability to obtain desirable restaurant locations on commercially reasonable terms, (m) labor shortages or increases in labor costs, (n) the fact that our success depends substantially on our corporate reputation and on the value and perception of our brands, (o) the occurrence of security breaches and cyber-attacks, (p) failure to protect the integrity and security of our customer or employee personal, financial or other data or our proprietary or confidential information that is stored in our information systems or by third parties on our behalf, (q) failures or interruptions of service or security breaches in our information technology systems, (r) the fact that our business depends on the performance of, and our long-term relationships with, third-party mobile payment processors, internet infrastructure operators, internet service providers and delivery aggregators, (s) failure to provide timely and reliable delivery services by our restaurants, (t) our growth strategy with respect to COFFii & JOY and Lavazza may not be successful, (u) the anticipated benefits of our acquisitions may not be realized in a timely manner or at all, (v) challenges and risks related to our e-commerce business, (w) our inability or failure to recognize, respond to and effectively manage the impact of social media, (x) failure to comply with anti-bribery or anti-corruption laws, (y) U.S. federal income taxes, changes in tax rates, disagreements with tax authorities and imposition of new taxes, (z) changes in consumer discretionary spending and general economic conditions, (aa) the fact that the restaurant industry in which we operate is ", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax rate. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00779", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\n(dollars in millions, except per-share amounts and per-metric ton amounts; shipments in thousands of metric tons (kmt))\nReferences to (i) \u201cParentCo\u201d refer to Arconic Inc., a Delaware corporation, and its consolidated subsidiaries (through March 31, 2020, at which time it was renamed Howmet Aerospace Inc.), and (ii) \u201c2016 Separation Transaction\u201d refer to the November 1, 2016 separation of Alcoa Inc., a Pennsylvania corporation, into two standalone, publicly-traded companies, Arconic Inc. and Alcoa Corporation.\nOverview\nOur Business\nArconic Corporation (or the \u201cCompany\u201d) is a manufacturer of fabricated aluminum products, including sheet and plate, extrusions, and architectural products, with a primary focus on the ground transportation, aerospace, building and construction, industrial products, and packaging end markets. The Company has 22 primary operating locations in 8 countries around the world, situated in the United States, Canada, China, France, Germany, Hungary, Russia, and the United Kingdom.\nThe Separation\nOn February 8, 2019, ParentCo announced that its Board of Directors approved a plan to separate into two standalone, publicly-traded companies (the \u201cSeparation\u201d). The spin-off company, later named Arconic Corporation, was to include the rolled aluminum products, aluminum extrusions, and architectural products operations of ParentCo, as well as the Latin America extrusions operations sold in April 2018, (collectively, the \u201cArconic Corporation Businesses\u201d). The existing publicly traded company, ParentCo, was to continue to own the engine products, engineered structures, fastening systems, and forged wheels operations (collectively, the \u201cHowmet Aerospace Businesses\u201d).\nThe Separation was subject to a number of conditions, including, but not limited to: final approval by ParentCo\u2019s Board of Directors (see below); receipt of an opinion of legal counsel (received on March 31, 2020) regarding the qualification of the distribution, together with certain related transactions, as a \u201creorganization\u201d within the meaning of Sections 335 and 368(a)(1)(D) of the U.S. Internal Revenue Code (i.e., a transaction that is generally tax-free for U.S. federal income tax purposes); and the U.S. Securities and Exchange Commission (the \u201cSEC\u201d) declaring effective a Registration Statement on Form 10, as amended, filed with the SEC on February 13, 2020 (effectiveness was declared by the SEC on February 13, 2020).\nOn February 5, 2020, ParentCo\u2019s Board of Directors approved the completion of the Separation by means of a pro rata distribution by ParentCo of all of the outstanding shares of common stock of Arconic Corporation to ParentCo common stockholders of record as of the close of business on March 19, 2020 (the \u201cRecord Date\u201d). At the time of the Separation, ParentCo common stockholders were to receive one share of Arconic Corporation common stock for every four shares of ParentCo common stock (the \u201cSeparation Ratio\u201d) held as of the Record Date (ParentCo common stockholders were to receive cash in lieu of fractional shares).\nIn connection with the Separation, as of March 31, 2020, Arconic Corporation and Howmet Aerospace entered into several agreements to implement the legal and structural separation between the two companies; govern the relationship between Arconic Corporation and Howmet Aerospace after the completion of the Separation; and allocate between Arconic Corporation and Howmet Aerospace various assets, liabilities, and obligations, including, among other things, employee benefits, environmental liabilities, intellectual property, and tax-related assets and liabilities. These agreements included a Separation and Distribution Agreement, Tax Matters Agreement, Employee Matters Agreement, and certain Patent, Know-How, Trade Secret License and Trademark License Agreements. The Separation and Distribution Agreement identified the assets to be tra", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, internal revenue. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00780", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nThe information required by this Item 11 is incorporated herein by reference to the applicable disclosure found in our definitive proxy statement to be filed with the SEC pursuant to Regulation 14A under the Exchange Act in connection with HMS Holdings Corp.\u2019s 2021 Annual Meeting of Shareholders under the captions \u201cExecutive Compensation,\u201d \u201cDirector Compensation,\u201d and \u201cCompensation Committee Interlocks and Insider Participation,\u201d unless otherwise provided in an amendment to this 2020 Form 10-K filed within 120 days after our fiscal year ended December 31, 2020.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1196501_2020.htm (CIK: 1196501, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00781", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\nWe are a smaller reporting company, as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended, for this reporting period and are not required to provide the information required under this item.\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1779020_2020.htm (CIK: 1779020, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00782", "source": "edgar", "source_license": "public_domain", "text": "Item 1A.\nRISK FACTORS\nSummary of Risk Factors\nOur business is subject to numerous risks and uncertainties, including those highlighted in this section below, that represent challenges that we face in connection with the successful implementation of our strategy. The occurrence of one or more of the events or circumstances described in more detail in the risk factors below, alone or in combination with other events or circumstances, may have an adverse effect on our business, cash flows, financial condition and results of operations. Such risks include, but are not limited to:\n\u2022\nWe have incurred annual net losses since our inception, and we may continue to incur net losses in the future and may never reach profitability.\n\u2022\nWe have yet to achieve positive total cash flow, and our ability to generate positive cash flow is uncertain.\n\u2022\nOur working capital requirements involve estimates based on demand and production expectations and may decrease or increase beyond those currently anticipated, which could materially harm our results of operations and financial condition.\n\u2022\nOur revolving credit facility contains financial and operating restrictions that may limit our access to credit.\n\u2022\nWe will require significant additional capital to pursue our growth strategy, but we may not be able to obtain additional financing on acceptable terms or at all.\n\u2022\nShortages of the raw materials used in the production of our products, increases in the cost of such materials or disruptions in our supply chain could have a material adverse impact on our financial condition and results of operations.\n\u2022\nOur business, results of operations and financial condition could be materially adversely affected by the effects of widespread public health epidemics, including coronavirus and the resulting COVID-19 pandemic, that are beyond our control.\n\u2022\nWe are dependent on a single manufacturing facility. Any significant disruption to this facility or the failure of any one of our three production lines in this facility to operate according to our expectation could have a material adverse effect on our business and results of operations.\n\u2022\nA sustained downturn in the energy industry, due to lower oil and gas prices or reduced energy demand, could decrease demand for some or all of our products and services, which could have a material adverse effect on our business, financial condition and results of operations.\n\u2022\nRegulation of greenhouse gas emissions could reduce demand for hydrocarbon products and lead to a sustained downturn in the energy industry, which could decrease demand for our products and have a material adverse effect on our business, financial condition and results of operation.\n\u2022\nThe market for insulation products incorporating aerogel blankets is relatively undeveloped and our products may never be widely adopted, which would have a material adverse effect on our business.\n\u2022\nThe insulation market we serve is highly competitive. If we are unable to compete successfully, we may not be able to increase or maintain our market share and revenues.\n\u2022\nWe have entered into and may enter into future agreements that may limit our ability to broadly market our products or could involve future obligations, which could make it more difficult for us to commercialize certain of our products and negatively affect our business and results of operations.\n\u2022\nThe qualification process for our products can be lengthy and unpredictable, potentially delaying adoption of our products and causing us to incur significant expense potentially without recovery.\n\u2022\nOur revenue may fluctuate, which may result in a high degree of variability in our results of operations and make it difficult for us to plan based on our future outlook and to forecast our future performance.\n\u2022\nThe results of our operations could be materially adversely affected if our operating expenses incurred do not correspond with the timing of our revenues.\n\u2022\nIf we fail to achieve the increase in production capaci", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1145986_2020.htm (CIK: 1145986, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00783", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nThe following is a discussion and analysis of our financial condition and results of operations. The following should be read in conjunction with our financial statements and accompanying notes. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those projected, forecasted, or expected in these forward-looking statements as a result of various factors, including, but not limited to, those discussed below and elsewhere in this this annual report. See \u201cCautionary Statement Regarding Forward-Looking Statements\u201d and \u201cRisk Factors\u201d in this annual report. Our management believes the assumptions underlying the Company\u2019s financial statements and accompanying notes are reasonable. However, the Company\u2019s financial statements and accompanying notes may not be an indication of our financial condition and results of operations in the future.\nOverview\nWe are a commercial mortgage REIT incorporated in Maryland on June 7, 2019. Our strategy is to originate, structure and invest in first-lien mortgage loans, mezzanine loans, preferred equity and common stock, as well as multifamily CMBS securitizations. We primarily focus on investments in real estate sectors where our senior management team has operating expertise, including in the multifamily, SFR, self-storage, hospitality and office sectors predominantly in the top 50 MSAs. In addition, we target lending or investing in properties that are stabilized or have a light-transitional business plan.\nOur investment objective is to generate attractive, risk-adjusted returns for stockholders over the long term. We seek to employ a flexible and relative-value focused investment strategy and expect to re-allocate capital periodically among our target investment classes. We believe this flexibility will enable us to efficiently manage risk and deliver attractive risk-adjusted returns under a variety of market conditions and economic cycles. For highlights of our acquisition, financing and other activity during 2020, see \u201cItem 1. Business-2020 Highlights.\u201d Our business continues to be subject to the uncertainties associated with COVID-19. For additional information, see Note 2 to our consolidated financial statements and \u201cItem 1A. Risk Factors-Risk Factors Related to Our Business-The current COVID-19 pandemic and the future outbreak of other highly infectious or contagious diseases could materially and adversely impact or disrupt our financial condition, results of operations, cash flows and performance.\u201d\nWe are externally managed by our Manager, a subsidiary of our Sponsor, an SEC-registered investment advisor, which has extensive real estate experience, having completed as of December 31, 2020 approximately $11.7 billion of gross real estate transactions since the beginning of 2012. In addition, our Sponsor, together with its affiliates, including NexBank, SSB (\u201cNexBank\u201d), is one of the most experienced global alternative credit managers managing approximately $12.4 billion of loans and debt or credit related investments as of December 31, 2020 and has managed credit investments for over 25 years. We believe our relationship with our Sponsor benefits us by providing access to resources including research capabilities, an extensive relationship network, other proprietary information, scalability, and a vast wealth of knowledge of information on real estate in our target assets and sectors.\nWe intend to elect to be treated as a REIT for U.S. federal income tax purposes beginning with our taxable year ending December 31, 2020. We also intend to operate our business in a manner that will permit us to maintain one or more exclusions or exemptions from registration under the Investment Company Act.\nComponents of Our Revenues and Expenses\nNet Interest Income\nInterest income. Our earnings are primarily attributable to the interest", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00784", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA\nSUPPORT.COM, INC.\nINDEX TO CONSOLIDATED FINANCIAL STATEMENTS\nReport of Independent Registered Public Accounting Firm\nTo the Stockholders and Board of Directors of Support.com, Inc.\nOpinion on the Consolidated Financial Statements\nWe have audited the accompanying consolidated balance sheets of Support.com, Inc. (the \u201cCompany\u201d) as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive income, stockholders' equity, and cash flows for each of the years in the two year period ended December 31, 2020, and the related notes (collectively referred to as the \u201cfinancial statements\u201d). In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.\nBasis for Opinion\nThe Company's management is responsible for these financial statements. Our responsibility is to express an opinion on the Company\u2019s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (\u201cPCAOB\u201d) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.\nOur audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\nEmphasis of Matter - Subsequent Event\nAs discussed in Note 9 to the financial statements, on March 19, 2021 the Company and Greenidge Generation Holdings, Inc. (Greenidge) entered into an agreement and plan of merger which will result in Greenidge acquiring the Company.\nCritical Audit Matter\nThe critical audit matter communicated below is a matter arising from the current period audit of the financial statements that were communicated to the audit committee and that (1) relates to accounts of disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communication the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.\nIncome Taxes - Refer to Notes 1 and 7 to the financial statements\nThe Company's net deferred tax liability and uncertain tax position liability were $443,000 and $111,000, respectively, as of December 31", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, deferred tax, tax liability. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00785", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data\nA smaller reporting company, as defined by Item 10 of Regulation S-K, is not required to provide the information required by this item.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1080448_2020.htm (CIK: 1080448, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00786", "source": "edgar", "source_license": "public_domain", "text": "Item 6: Selected Financial Data\nELECTRONIC ARTS INC. AND SUBSIDIARIES\nSELECTED FIVE-YEAR CONSOLIDATED FINANCIAL DATA\n(In millions, except per share data)\n(a)On April 1, 2018, at the beginning of fiscal year 2019, we adopted the New Revenue Standard, which significantly changed how we recognize and report net revenue. Financial data for periods prior to April 1, 2018 has not been restated. For more information on the impact of adoption of the New Revenue Standard, please see Part II, Item 8, Notes to Consolidated Financial Statements in Note 1 under the heading \u201cRecently Adopted Accounting Standards\u201d included in our Annual Report on Form 10-K for our fiscal year ended March 31, 2019.\n(b)During the fiscal year ended March 31, 2020, we recognized total one-time tax benefits of $1.760 billion related to the $1.840 billion Swiss Deferred Tax Asset, partially offset by the $80 million one-time Altera opinion charge. Please see Part II, Item 8 of this Form 10-K in the Notes to the Consolidated Financial Statements in Note 2 - Summary of Significant Accounting Policies - Income Taxes, for more information.\n(c)For the fiscal year ended March 31, 2018, we recognized a tax expense of $235 million due to the application of the U.S. Tax Act, enacted on December 22, 2017.\n(d)For the fiscal year ended March 31, 2016, we recognized a tax benefit of $453 million for the reversal of a significant portion of our deferred tax valuation allowance.\n(e)Working capital for the fiscal year ended March 31, 2020 includes the current portion of the 3.70% Senior Notes due March 1, 2021. Working capital for the fiscal year ended March 31, 2016 includes the current portion of 0.75% convertible senior notes due 2016.\nItem 7:", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax expense, deferred tax, tax benefit. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00787", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nIn addition to the other information set forth elsewhere in this Form 10-K, you should carefully consider the following factors when evaluating the Company, as well as all other information presented in this Form 10-K. An investment in the Company is subject to risks inherent in our business, and the risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we may currently deem immaterial, may become important factors that harm our business, results of operations and financial condition in the future. The trading price of the shares of the Company is affected by the performance of our business relative to, among other things, competition, market conditions and general economic and industry conditions. The value of an investment in the Company may decrease, resulting in a loss.\nRisks Related to Our Business\nThe COVID-19 pandemic has adversely affected our business, and the ultimate effect on our business, financial position, results of operations, and/or cash flows will depend on future developments, which are highly uncertain and cannot be predicted.\nThe COVID-19 pandemic has resulted in a severe worldwide economic downturn, significantly disrupting the demand for oil throughout the world and has created significant volatility, uncertainty and turmoil in the oil and gas industry. This has led to a significant global oversupply of oil and a subsequent substantial decrease in oil prices. While global oil producers, including the Organization of Petroleum Exporting Countries (\u201cOPEC\u201d) and other oil producing nations reached an agreement to cut oil production in April 2020, downward pressure on, and volatility in, commodity prices has remained and could continue for the foreseeable future, particularly given concerns over available storage capacity for oil, which have negatively affected and are expected to continue to negatively affect our cash flow, liquidity and financial position. In response to the decrease in commodity prices, beginning in the second quarter of 2020, we suspended any further plans for operated onshore and offshore drilling in 2020. Oil prices are expected to continue to be volatile as a result of these events and the ongoing COVID-19 pandemic, and as changes in oil inventories, oil demand and economic performance are reported. We cannot predict when, or to what extent, the negative effects of COVID-19 on the world and domestic economies, and on our industry and Company, will improve, or when oil prices will improve and stabilize.\nWhile there has been a modest recovery in oil prices, the length of this demand disruption is unknown, and there is significant uncertainty regarding the long-term impact to global oil demand, which will ultimately depend on various factors and consequences beyond our control, such as the duration and spread of the pandemic, including the impact of coronavirus mutations and resurgences, its severity, the actions to contain the disease or mitigate its impact, related restrictions on travel, the development, availability and public acceptance of effective treatments or vaccines and the duration, timing and severity of the impact on domestic and global oil demand, the availability of personnel, equipment, and services critical to our ability to operate our properties, and how quickly, and to what extent, normal economic and operating conditions can resume. The COVID-19 pandemic may also precipitate or intensify the risks described in the risk factors disclosed in our 2020 Form 10-K.\nWe have no ability to control the market price for oil, natural gas and NGLs. Oil, natural gas and NGL prices fluctuate widely, and a continued substantial or extended decline in oil and natural gas prices would adversely affect our revenues, profitability and growth and could have a material adverse effect on our business, results of operations and financial condition.\nOur revenues, profitability and futur", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1071993_2020.htm (CIK: 1071993, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00788", "source": "edgar", "source_license": "public_domain", "text": "Item 7.\nManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\nThe following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes appearing elsewhere in this Annual Report on Form 10-K. Some of the information contained in this discussion and analysis or set forth elsewhere in this Annual Report on Form 10-K, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. As a result of many factors, including those factors set forth in the \u201cItem 1.A. Risk Factors\u201d section of this Annual Report on Form 10-K, our actual results could differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis\nOverview\nWe were a blank check company incorporated in Delaware on June 18, 2018 formed for the purposes of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to as our initial business combination.\nWe consummated our initial public offering on November 20, 2018.\nRecent Developments\nOn February 4, 2021, we consummated the business combination pursuant to the terms of the Merger Agreement. In connection with the consummation of the Business Combination, the Company changed its name to \u201cAdvent Technologies Holdings, Inc.\u201d and each outstanding share of Class A common stock, including any shares of Class B common stock that were converted into shares of Class A common stock, were redesignated as common stock. We continued the listing of our common stock and public warrants on Nasdaq under the symbols \u201cADN\u201d and \u201cADNWW\u201d, respectively. Prior to the Closing, our Class A common stock, public warrants and units were listed on the Nasdaq Stock Market under the symbols \u201cAMCI\u201d, \u201cAMCIW\u201d and \u201cAMCIU\u201d. The units automatically separated into their component securities upon consummation of the Business Combination and, as a result, no longer trade as a separate security.\nFurther information regarding the Business Combination and Advent is set forth in (i) the Proxy Statement / Prospectus and (ii) our Super 8-K. The Super 8-K will be amended to report Advent\u2019s audited financial results and other information for the fiscal year ended December 31, 2020.\nResults of Operations\nThe Company has neither engaged in any operations nor generated any revenues through December 31, 2020. The Company\u2019s only activities from inception to December 31, 2020 were organizational activities, those necessary to prepare for the initial public offering, identifying a target company for an initial business combination and related activities to negotiate, document and implement the selected business combination and the acquisition of Advent.\nThe Company generated non-operating income in the form of interest and dividend income on our marketable securities. The Company incurred expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence and transaction expenses in connection with the preparation for completing a Business Combination.\nFor the year ended December 31, 2020, we had a net loss of $993,853, which consists of loss from operations of $1,631,364 and a provision for income taxes of $199,030 offset by dividend income on marketable securities held in the trust account of $836,541.\nFor the year ended December 31, 2019, we had net income of $2,872,889, which consists of dividend income on marketable securities held in the trust account of $4,638,361, offset by operating costs of $696,557, and a provision for income taxes of $1,068,915.\nLiquidity and Capital Resources\nOn November 20, 2018, AMCI consummated its initial public offering of 20,000,000 Units. Each Unit cons", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1744494_2020.htm (CIK: 1744494, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00789", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA.\nThe following selected financial data should be read in conjunction with the Consolidated Financial Statements of the Company and Notes thereto included in Item 8 in this Annual Report. The income statement data and balance sheet data are for, and as of the end of each of the years in the five-year period ended December 31, 2020 and are derived from the audited Consolidated Financial Statements of the Company.\nNotes:\n(1)The 2020 financial data reflects the inclusion of Partsmaster acquisition that was completed in August.\n(2)The 2019 financial data reflects the inclusion of Screw Products, Inc. (\"Screw Products\") for the full year.\n(3)The 2018 financial data reflects the inclusion of Bolt for the full year, as well as a $0.5 million increase in the estimated future remediation cost of an environmental matter involving land owned in Decatur, Alabama, that was part of a division that was previously sold.\n(4)The 2017 financial data includes an income tax benefit of $19.6 million primarily as a result of releasing Deferred Tax Asset (\"DTA\") valuation reserves of $21.2 million at December 31, 2017. 2017 also includes a $5.4 million gain on the sale of the Fairfield, New Jersey distribution center.\n(5)Company adopted ASC 606 in 2018 and ASC 842 in 2019 on a modified retrospective basis.\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, deferred tax, tax benefit. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00790", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nThe following risk factors and other information included in this Report should be carefully considered. Please also see \u201cSpecial Note Regarding Forward-Looking Statements\u201d on page 3.\nSet forth below are descriptions of certain risks relating to our business.\nRisks related to our business and industry\nThe outbreak of COVID-19 has significantly impacted the global economy which could have a material adverse effect on our business, operations, or financial results in future periods.\nThe novel strain of coronavirus (COVID-19) first identified in Wuhan, China in December 2019 has now spread to nearly all regions around the world. The outbreak, and measures taken to contain or mitigate it, have had dramatic adverse consequences for the economy, including on demand, operations, supply chains, and financial markets. The nature and scope of the consequences to date are difficult to evaluate precisely, and their future course is impossible to predict with confidence.\nThe COVID-19 crisis has already had several significant effects on our business and our financial condition, including the impact of the pandemic on the economies and financial markets of the regions in which we operate. \"Shelter-in-place\" and other similar mandated or suggested isolation protocols have disrupted third-party retail stores in our Wholesale channel and company-owned stores in our Direct channel, via store closures or reduced operating hours in the U.S. and around the world, which has decreased retail traffic and which also, in turn, decreased sales of our products in March and April when COVID-19 began materially impacting our North America business segment.\nAt this time, most third-party retail stores and our company-owned stores have reopened. However, we cannot reasonably estimate the length of time these stores will remain open, or if they will be mandated to close again as the COVID-19 crisis continues to evolve. Our e-commerce operations remain open globally, as do the e-commerce operations for many of our third-party retailers.\nThe effects of the COVID-19 crisis could be aggravated if the crisis continues, and we could see additional impacts such as the following:\n\u2022a continuing global recession, a decline in consumer confidence and spending, or a further increase in unemployment could continue to impact consumers' disposable income and, in turn, decreased sales of our products;\n\u2022general economic, financial and industry conditions, particularly conditions relating to liquidity, financial performance, and related credit issues in the retail sector, which may be amplified by the effects of COVID-19;\n\u2022the continued disruption to third-party retail stores and company-owned stores resulting from \"shelter-in-place\" and similar protocols, which, even though largely rolled back, could be reinstated as the pandemic continues to evolve;\n\u2022social distancing measures or changes in consumer spending behaviors due to COVID-19 may continue to impact retail demand after the resumption of more normalized operations and such actions could result in a loss of sales and profit;\n\u2022the failure of our Wholesale channel customers to whom we extend credit to pay amounts owed to us on time, or at all, particularly if such customers are significantly impacted by COVID-19;\n\u2022we have experienced and may continue to experience disruptions in our supply chain, as the outbreak has disrupted travel, manufacturing and distribution throughout the world;\n\u2022staffing shortages;\n\u2022we may be required to revise certain accounting estimates and judgments such as, but not limited to, those related to the valuation of long-lived assets and deferred tax assets, which could have a material adverse effect on our financial position and results of operations; and\n\u2022our success in attempting to reduce operating costs and conserve cash, which could require further actions to improve our cash position, including but not limited to, implementing expanded employee furloughs and foregoing c", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: deferred tax, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00791", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Consolidated Financial Data\nSelected financial data for the five years ended June 30, is as follows:\nSee Item 7", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 310354_2020.htm (CIK: 310354, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00792", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data\nThe following selected financial data have been derived from our financial statements and should be read in conjunction with those financial statements, including the related footnotes.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 822663_2020.htm (CIK: 822663, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00793", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.\nThe following discussion is a summary of the key factors management considers necessary in reviewing the Company's results of operations, operating segment results, and liquidity and capital resources. Statements in this Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) that are not historical may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.\nYou should read the following MD&A in conjunction with the audited Consolidated Financial Statements and corresponding notes included elsewhere in this Annual Report. This MD&A contains forward-looking statements. The matters discussed in these forward-looking statements are subject to risk, uncertainties, and other factors that could cause actual results to differ materially from those projected or implied in the forward-looking statements. Please see above \u201cRisk Factors\u201d and \u201cForward-Looking Statements\u201d for a discussion of the uncertainties, risks and assumptions associated with these statements.\nAll amounts discussed are in millions of U.S. dollars, unless otherwise indicated.\nForward-Looking Statements\nThis document contains both historical and forward-looking statements. Forward-looking statements are not based on historical facts but instead reflect our expectations, estimates or projections concerning future results or events, including, without limitation, the future sales, gross margins, costs, earnings, cash flows, tax rates and performance of the Company. These statements generally can be identified by the use of forward-looking words or phrases such as \"believe,\" \"expect,\" \"expectation,\" \"anticipate,\" \"may,\" \"could,\" \"intend,\" \"belief,\" \"estimate,\" \"plan,\" \"target,\" \"predict,\" \"likely,\" \"should,\" \"forecast,\" \"outlook,\" or other similar words or phrases. These statements are not guarantees of performance and are inherently subject to known and unknown risks, uncertainties and assumptions that are difficult to predict and could cause our actual results to differ materially from those indicated by those statements. We cannot assure you that any of our expectations, estimates or projections will be achieved. The forward-looking statements included in this document are only made as of the date of this document and we disclaim any obligation to publicly update any forward-looking statement to reflect subsequent events or circumstances. All forward-looking statements should be evaluated with the understanding of their inherent uncertainty. Numerous factors could cause our actual results and events to differ materially from those expressed or implied by forward-looking statements. See Part I, Item 1A, \u201cRisk Factors,\" as updated from time to time in the Company\u2019s SEC filings.\nNon-GAAP Financial Measures\nThe Company reports its financial results in accordance with accounting principles generally accepted in the U.S. (GAAP). However, management believes that certain non-GAAP financial measures provide users with additional meaningful comparisons to the corresponding historical or future period. These non-GAAP financial measures exclude items that are not reflective of the Company's on-going operating performance, such as acquisition and integration costs and related items, loss on extinguishment of debt, settlement loss on pension plan termination, gains on sale of real estate, and the one-time impact of Coronavirus Aid, Relief and Economic Security (CARES) Act and the December 2017 Tax Cuts and Jobs Act (2017 tax reform). In addition, these measures help investors to analyze year over year comparability when excluding currency fluctuations, acquisition activity as well as other company initiatives that are not on-going. We believe these non-GAAP financial measures are an enhancement to assist investors in understanding our business and in performing analysis consistent with financi", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: tax rate, tax reform. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00794", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7.\nMANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.\nYou should read the following discussion and analysis of our financial condition and results of operations together with our audited financial statements and the related notes and other financial information included elsewhere in this Annual Report on Form 10-K. Some of the information contained in this discussion and analysis or set forth elsewhere in this Annual Report on Form 10-K, including information with respect to our plans and strategy for our business, include forward-looking statements that involve risks and uncertainties. You should review the \u201cRisk Factors\u201d included in Item 1A of this Annual Report on Form 10-K for a discussion of important factors that could cause our actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.\nIntroduction\nManagement\u2019s discussion and analysis of financial condition and results of operations is provided as a supplement to the Consolidated Financial Statements and Notes, included in Item 8 of this Annual Report on Form 10-K, to help provide an understanding of our financial condition, the changes in our financial condition and our results of operations. Our discussion is organized as follows:\n\u2022\nOverview. This section provides a general description of our business and operating expenses.\n\u2022\nCritical accounting policies and estimates. This section contains a discussion of the accounting policies that we believe are important to our financial condition and results of operations and that require significant judgment and estimates on the part of management in their application. In addition, all of our significant accounting policies, including the critical accounting policies and estimates, are summarized in Note 2 to the Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K.\n\u2022\nResults of operations. This section provides an analysis of our results of operations presented in the accompanying consolidated statements of operations and comprehensive loss by comparing the results for the year ended December 31, 2020 to the results for the year ended December 31, 2019 and comparing the results for the year ended December 31, 2019 to the results for the year ended December 31, 2018.\n\u2022\nLiquidity and capital resources. This section provides an analysis of our cash flows and a discussion of our outstanding commitments and contingencies that existed as of December 31, 2020. Included in this discussion is our financial capacity to fund our future commitments and a discussion of other financing arrangements.\nOverview\nWe are a commercial-stage biotechnology company focused on improving the lives of patients by developing best-in-class treatments to address some of the most important unmet patient needs. We are developing novel, patient-focused solutions that apply our innovative science and technologies to already-approved pharmacological agents for patients suffering from pain or cancer.\nIn August 2016, our first commercial product, SUSTOL\u00ae (granisetron) extended-release injection (\u201cSUSTOL\u201d), was approved by the U.S. Food and Drug Administration (\u201cFDA\u201d). SUSTOL is indicated in combination with other antiemetics in adults for the prevention of acute and delayed nausea and vomiting associated with initial and repeat courses of moderately emetogenic chemotherapy (MEC) or anthracycline and cyclophosphamide (AC) combination chemotherapy regimens. SUSTOL is an extended-release, injectable 5-hydroxytryptamine type 3 (\u201c5-HT3\u201d) receptor antagonist that utilizes our Biochronomer Technology to maintain therapeutic levels of granisetron for \u22655 days. We commenced commercial sales of SUSTOL in the U.S. in October 2016.\nIn November 2017, our second commercial product, CINVANTI\u00ae (aprepitant) injectable emulsion (\u201cCINVANTI\u201d) was approved by the FDA. In October 2019, the FDA approved our s", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 818033_2020.htm (CIK: 818033, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00795", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nIn evaluating the Company\u2019s business, you should consider the following discussion of risk factors, in addition to other information contained in this report and in the Company\u2019s other public filings with the U.S. Securities and Exchange Commission. Any such risks could materially and adversely affect our business, financial condition, results of operations, cash flow and prospects. However, the risks described below are not the only risks facing us. Additional risks and uncertainties not currently known to us or those we currently view to be immaterial may also materially and adversely affect our business, financial condition, results of operations, cash flow and prospects.\nExternal Factors that Could Adversely Affect Us\nThe ongoing global COVID-19 pandemic had and may continue to have an adverse effect our business, results of operations, financial condition, and liquidity.\nThe ongoing COVID-19 pandemic has negatively impacted the world economy, caused widespread unemployment, significantly impacted global supply chains, and disrupted financial markets, all of which have negatively affected, and continue to create challenges in our markets. In addition to measures we have taken voluntarily, the government authorities in our markets have taken actions to mitigate the spread of COVID-19, including travel restrictions, border closings, restrictions on public gatherings, stay-at-home orders and other quarantine and isolation measures. They also have imposed business limitations such as mandatory temporary closures, required reduced operating hours, restrictions on segments of the population permitted to shop on particular days, customer occupancy limits and restrictions on sales of \u201cnon-essential\u201d merchandise. Many of these policies and restrictions have resulted in limiting access for our members and have adversely impacted our club operations.\nOur business depends heavily on the uninterrupted operation of our distribution facilities located in Miami, Florida and San Jose, Costa Rica, our warehouse clubs located in Colombia, Central America and the Caribbean, and our headquarters and buying operations in San Diego, California. The operation of all of our facilities is highly dependent on our employees who staff these locations, and the coronavirus could directly threaten the health of our employees. Additionally, in an effort to protect our employees, we have trained our in-club and distribution center employees about and enforced social distancing, and we have\nduring this time shifted substantially all of our work force at our San Diego headquarters, our management and administrative personnel in Miami, and office support personnel in the countries where we operate to remote work. Finally, we continue to identify alternative distribution channels in the case of closure of one or more of our distribution facilities or upstream and downstream disruption to our supply chain. Events such as these complicate and/or threaten the way we execute and the performance of our business and could have a material adverse effect or our business and operating results.\nOperating during the pandemic has increased our costs of operations. Among other things, we provide personal protective equipment to our employees, have employed additional cleaning and sanitizing procedures at our warehouse clubs and distribution facilities and provide transportation to employees in areas where public transportation is not currently available or is considered unsafe. We also have implemented robust protocols for screening, contact tracing, mapping and quarantining as preventative and mitigating measures. We also have additional payroll expenses associated with maintaining reserve teams of employees who remain ready if necessary to replace employees who become sick or who are required to quarantine and for employees who are in high risk groups or who are subject to quarantine. We believe these costs will continue as long as the pandemic is o", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1041803_2020.htm (CIK: 1041803, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00796", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors.\nInvesting in our common stock involves a high degree of risk. You should carefully consider the risks described below together with all of the other information in this Annual Report on Form 10-K, or Form 10-K, including our financial statements and the related notes and the information described in the section entitled \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations,\u201d and in our other filings with the SEC. If any of the events described below actually occurs, our business, results of operations, financial conditions, cash flows or prospects could be harmed. If that were to happen, you could lose all or part of your investment. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business.\nRisks Related to Our Financial Position and Need for Additional Capital\nWe have a limited operating history and no products approved for commercial sale. We have a history of significant losses, expect to continue to incur significant losses for the foreseeable future and may never achieve or maintain profitability.\nWe are a clinical-stage biopharmaceutical company with a limited operating history. Since our founding in 2014, we have incurred significant net losses. Our net losses were $29.5 million and $34.7 million for the years ended December 31, 2020 and 2019, respectively, and as of December 31, 2020, we had an accumulated deficit of $151.4 million. In addition, as of December 31, 2020, we had stockholders\u2019 equity of $39.9 million. We have funded our operations to date primarily with proceeds from private placements of preferred and common equity and borrowings under the 2018 loan and security agreement with Pacific Western Bank, or the 2018 Credit Facility. Since commencing operations, we have devoted substantially all of our efforts and financial resources to organizing and staffing our company, identifying business development opportunities, raising capital, securing intellectual property rights related to our product candidates, conducting discovery, and research and development activities for our product candidates.\nWe expect that it will be several years, if ever, before we have a commercialized product. We expect to continue to incur significant expenses and operating losses for the foreseeable future. The net losses we incur may fluctuate significantly from quarter to quarter. We anticipate that our expenses will increase substantially if, and as, we:\n\u2022\ncontinue to advance the preclinical and clinical development of our existing product candidates and our research programs;\n\u2022\nleverage our research and development capabilities, including our proprietary StitchMabsTM technology, to advance additional product candidates into preclinical and clinical development;\n\u2022\nseek regulatory approvals for any product candidates that successfully complete clinical trials;\n\u2022\nhire additional clinical, quality control, regulatory, scientific and administrative personnel;\n\u2022\nexpand our operational, financial and management systems and increase personnel, including to support our clinical development and our operations as a public company;\n\u2022\nmaintain, expand and protect our intellectual property portfolio;\n\u2022\nestablish a marketing, sales, distribution and medical affairs infrastructure to commercialize any products for which we may obtain marketing approval and commercialize, whether on our own or jointly with a partner;\n\u2022\nacquire or in-license other technologies or engage in strategic partnerships; and\n\u2022\nincur additional legal, accounting or other expenses in operating our business, including the additional costs associated with operating as a public company.\nTo become and remain profitable, we must develop and eventually commercialize products with significant market potential. This will require us to be successful in a range of challenging activities, including completing preclinical studies and clinical trials, obtaining m", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1738021_2020.htm (CIK: 1738021, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00797", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nThe information required by this Item is set forth in the Financial Statements and Notes thereto beginning at page of this Report, which are incorporated herein by this reference.\nItem 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1558583_2020.htm (CIK: 1558583, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00798", "source": "edgar", "source_license": "public_domain", "text": "Item 7.Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\nYou should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and related notes included elsewhere in this annual report. This discussion and analysis contains forward-looking statements based upon our current beliefs, plans and expectations that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under \u201cRisk Factors\u201d or in other parts of this annual report.\nOverview\nWe are a late clinical-stage biopharmaceutical company focused on developing and commercializing novel treatments for GI diseases. Our initial product candidate, vonoprazan, is an oral small molecule P-CAB. P-CABs are a novel class of medicines that block acid secretion in the stomach. Vonoprazan has shown rapid, potent, and durable anti-secretory effects and has demonstrated clinical benefits over the current standard of care as a single agent in the treatment of GERD, and in combination with antibiotics for the treatment of H. pylori infection. Takeda developed vonoprazan and has received marketing approval in fourteen countries in Asia and Latin America. Vonoprazan generated approximately $650 million in net sales in its fifth full year on the market since its approval in Japan in late 2014. In May 2019, we in-licensed the U.S., European, and Canadian rights to vonoprazan from Takeda. We initiated two pivotal Phase 3 clinical trials in the fourth quarter of 2019 for vonoprazan: one for the treatment of erosive GERD, also known as erosive esophagitis, and a second for the treatment of H. pylori infection and we completed enrollment in those clinical trials in November 2020 and January 2021, respectively. We believe that the successful completion of our Phase 3 clinical trials, together with the existing clinical data, will support regulatory submissions in 2021 and 2022 for marketing approval for the treatment of H. pylori infection and erosive esophagitis, respectively. In August 2019, we received QIDP and Fast Track designations from the FDA, for vonoprazan tablets in combination with amoxicillin tablets and clarithromycin tablets and with amoxicillin tablets alone for the treatment of H. pylori infection. In November 2020, we requested additional QIDP and Fast Track designations to include amoxicillin capsules in addition to amoxicillin tablets. The FDA granted these additional Fast Track designations and the request for additional QIDP designations remains under review. QIDP designation provides potential eligibility for priority review and extension of any regulatory exclusivity awarded if approved. If approved, we plan to independently commercialize vonoprazan in the United States. We also plan to seek commercial partnerships for vonoprazan in Europe and Canada, expand development of vonoprazan into symptomatic non-erosive GERD, or NERD, and possibly other indications, dosing regimens and alternative formulations and packaging, and in-license or acquire additional clinical or commercial stage product candidates for the treatment of GI diseases in a capital efficient manner.\nWe commenced our operations in 2018 and have devoted substantially all of our resources to date to organizing and staffing our company, business planning, raising capital, in-licensing our initial product candidate, vonoprazan, meeting with regulatory authorities, preparing for and conducting our planned Phase 3 clinical trials of vonoprazan, and providing other general and administrative support for these operations. Our operations to date have been funded primarily through the issuance of convertible promissory notes, commercial bank debt, the proceeds from our initial public offering and our follow-on public offering. From our inception through December 31, 20", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1783183_2020.htm (CIK: 1783183, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00799", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\nThe following discussion and analysis of our financial condition and results of operations should be read together with Item 6, \u201cSelected Financial Data,\u201d the description of the business appearing in Item 1, \u201cBusiness,\u201d of this report, and the Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K and the related notes included elsewhere in this report. This discussion contains forward-looking statements as a result of many factors, including those set forth under Item 1, \u201cBusiness - Forward-Looking Statements\u201d and Item 1A, \"Risk Factors\", and elsewhere in this Annual Report on Form 10-K. These statements are based on current expectations and assumptions that are subject to risks and uncertainties. Actual results could differ materially from those discussed in or implied by forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this report, particularly in Item 1A, \u201cRisk Factors\u201d.\nOverview\nWe are a pioneering clinical-stage immunotherapy company focused on harnessing the power of the innate immune system by using our natural killer cells, or NK cells, to treat cancer and viral infectious diseases. NK cells are the body\u2019s first line of defense due to their innate ability to rapidly seek and destroy abnormal cells, such as cancer or virally infected cells, without prior exposure or co-activation by other support molecules that are typically required to train and activate adaptive immune cells such as T-cells.\nA critical aspect of our strategy is to invest significantly in innovating new therapeutic candidates, based upon our proprietary activated NK, or aNK, cell platform, and conducting clinical testing and scale manufacturing of our most promising biologic product candidates. We believe our aNK cell is capable of being manufactured as a cell-based \u201coff-the-shelf\u201d therapy that can be molecularly engineered in a variety of ways to boost its killing capabilities against cancers and virally infected cells.\nWe retain worldwide commercial rights to clinical and research data, intellectual property and know-how developed with our aNK cells, as well as clinical grade master and working cell banks of aNK, haNK and t-haNK cell lines.\nAgreement and Plan of Merger with ImmunityBio, Inc.\nOn December 21, 2020, NantKwest and ImmunityBio, Inc. (ImmunityBio) entered into an Agreement and Plan of Merger (the Merger Agreement), pursuant to which NantKwest and ImmunityBio agreed to combine their businesses. The Merger Agreement provides that a wholly owned subsidiary of NantKwest will merge with and into ImmunityBio (the Merger), with ImmunityBio continuing as the surviving company and being renamed NantCell, Inc., upon the terms and subject to the conditions therein. At the effective time of the Merger (the Effective Time), NantKwest\u2019s name, as the parent of NantCell, Inc., will be changed to \u201cImmunityBio, Inc.\u201d\nAt the Effective Time, each share of ImmunityBio common stock issued and outstanding immediately prior to the Effective Time, subject to certain exceptions as set forth in the Merger Agreement, will be converted automatically into a right to receive 0.8190 shares of NantKwest common stock. At the Effective Time, each share of NantKwest common stock issued and outstanding immediately prior to the Effective Time, will remain an issued and outstanding share of the combined company. At the Effective Time, each outstanding option, warrant or restricted stock unit to purchase ImmunityBio common stock will be converted (using the merger exchange ratio of 0.8190) into an option, warrant or restricted stock unit, respectively, on the same terms and conditions immediately prior to the Effective Time, to purchase shares of common stock of the combined company.\nUpon consummation of the Merger, on a fully-diluted basis, ImmunityBio stockholders and NantKw", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1326110_2020.htm (CIK: 1326110, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00800", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nMANAGEMENT REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING\nTo Our Shareholders:\nManagement is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended. Management assessed the effectiveness of Tenet\u2019s internal control over financial reporting as of December 31, 2020. This assessment was performed under the supervision of and with the participation of management, including the chief executive officer and chief financial officer.\nIn making this assessment, management used criteria based on the framework in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (\u201cCOSO\u201d). Based on the assessment using the COSO framework, management concluded that Tenet\u2019s internal control over financial reporting was effective as of December 31, 2020.\nAs more fully described in Note 22 to the consolidated Financial Statements, in December 2020, subsidiaries of USPI Holding Company, Inc., in which we own 95% of the voting common stock, acquired interests in 45 ambulatory surgery centers (\u201cSCD Centers\u201d). We have excluded all of the SCD Centers\u2019 operations from our assessment of and conclusion on the effectiveness of our internal control over financial reporting. The SCD Centers represent approximately 6% of total assets and less than 1% of net operating revenues of our consolidated financial statement amounts for the year ended December 31, 2020. We expect that our internal control system will be fully implemented at our SCD Centers during 2021 and correspondingly evaluated by us for effectiveness.\nTenet\u2019s internal control over financial reporting as of December 31, 2020 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, which is included herein. Deloitte & Touche LLP has also audited Tenet\u2019s Consolidated Financial Statements as of and for the year ended December 31, 2020, and that firm\u2019s audit report on such Consolidated Financial Statements is also included herein.\nInternal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nTo the Shareholders and the Board of Directors of Tenet Healthcare Corporation\nOpinion on Internal Control over Financial Reporting\nWe have audited the internal control over financial reporting of Tenet Healthcare Corporation and subsidiaries (the \u201cCompany\u201d) as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (\u201cCOSO\u201d). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.\nWe have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (\u201cPCAOB\u201d), the consolidated financial statements and financial statement schedule as of and for the ye", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 70318_2020.htm (CIK: 70318, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00801", "source": "edgar", "source_license": "public_domain", "text": "Item 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nMarket risk is the risk of economic losses due to adverse changes in financial market prices and rates. Our primary market risk has been interest rate, foreign currency and inflation risk. We do not have material exposure to commodity risk.\nInterest Rate Risk\nWe currently have no material exposure to interest rate risk from investments. In the future, we intend to invest our excess cash primarily in money market funds, debt instruments of the U.S. government and its agencies and in high quality corporate bonds and commercial paper. Due to the short-term nature of these investments, we do not believe that there will be material exposure to interest rate risk arising from our investments.\nOur operating results are subject to risk from interest rate fluctuations on credit facilities which typically carry variable interest rates. As of December 31, 2020, we had less than $1 million of interest bearing debt outstanding. However, we expect to arrange credit facilities during 2021 and such facilities are likely to carry variable interest rates.\nForeign Currency Risk\nThe functional currency of our Eddi\u2019s and Sunblaster operations is the Canadian dollar (\u201cCAD\u201d) and the functional currency for Eltac is the Euro. For the purposes of presenting these consolidated financial statements, the assets and liabilities of subsidiaries with CAD or Euro functional currencies are translated into USD using exchange rates prevailing at the end of each reporting period. Income and expense items are translated at the average rate prevailing during the period with exchange differences impacting other comprehensive income (loss) in equity. Currently a portion of our inventory purchases for Eddi\u2019s and Sunblaster is in USD. However, Eddi\u2019s sales will primarily be in CAD while Sunblaster sales will be in both USD and CAD. Additionally, Eddi\u2019s and Sunblaster settle their operating expenses in CAD. Therefore, our results of operations and cash flows are subject to fluctuations due to changes in foreign currency exchange rates, principally the CAD.\nHowever, we believe that the exposure to foreign currency fluctuation from product sales and operating expenses is not significant at this time as the related product sales and costs do not constitute a significant portion of our total net sales and expenses. As we grow and expand the geographic reach of our operations, our exposure to foreign currency risk could become more significant. To date, we have not entered into any foreign currency exchange contracts and currently do not expect to enter into foreign currency exchange contracts for trading or speculative purposes. However, we cannot provide assurances that our results of operations and financial condition will not be materially impacted by foreign currency fluctuation in the future.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1695295_2020.htm (CIK: 1695295, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00802", "source": "edgar", "source_license": "public_domain", "text": "Item 1A.\nRisk Factors\nYou should carefully consider the risks described below before making an investment decision. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations.\nIf any of the following risks occurs, our business, financial condition, or results of operations could be materially adversely affected. In such case, the market price of our class A common stock could decline, and you may lose all or part of your investment.\nRisks Related to Our Business\nOur quarterly operating results, revenues, and expenses may fluctuate significantly, which could have an adverse effect on the market price of our stock\nFor many reasons, including those described below, our operating results, revenues, and expenses have varied in the past and may vary significantly in the future from quarter to quarter. These fluctuations could have an adverse effect on the market price of our class A common stock.\nFluctuations in Quarterly Operating Results. Our quarterly operating results may fluctuate, in part, as a result of:\n\u2022\nthe size, timing, volume, and execution of significant orders and shipments;\n\u2022\nfluctuations in the price of bitcoin, of which we have made significant purchases and in which we expect to continue to make significant purchases, and potential material impairment charges that may be associated therewith;\n\u2022\nthe mix of our offerings ordered by customers, including product licenses and cloud subscriptions, which can affect the extent to which revenue is recognized immediately or over future quarterly periods;\n\u2022\nthe timing of the release or delivery of new or enhanced offerings and market acceptance of new and enhanced offerings;\n\u2022\nthe timing of announcements of new offerings by us or our competitors;\n\u2022\nchanges in our pricing policies or those of our competitors;\n\u2022\nthe length of our sales cycles;\n\u2022\nseasonal or other buying patterns of our customers;\n\u2022\nchanges in our operating expenses;\n\u2022\nthe impact of the coronavirus (\u201cCOVID-19\u201d) pandemic, or other future infectious disease pandemics, on the global economy and on our customers, suppliers, employees, and business;\n\u2022\nthe timing of research and development projects;\n\u2022\nutilization of our consulting and education services, which can be affected by delays or deferrals of customer implementation of our software;\n\u2022\nfluctuations in foreign currency exchange rates;\n\u2022\nbilateral or multilateral trade tensions, which could affect our offerings in particular foreign markets;\n\u2022\nour profitability and expectations for future profitability and their effect on our deferred tax assets and net income for the period in which any adjustment to our net deferred tax asset valuation allowance may be made;\n\u2022\nincreases or decreases in our liability for unrecognized tax benefits; and\n\u2022\nchanges in customer decision-making processes or customer budgets.\nLimited Ability to Adjust Expenses. We base our operating expense budgets on expected revenue trends and strategic objectives. Many of our expenses, such as office leases and certain personnel costs, are relatively fixed. We may be unable to adjust spending quickly enough to offset any unexpected revenue shortfall. Accordingly, any shortfall in revenue may cause significant variation in operating results in any quarter. For example, if our revenues in the future are not sufficient to offset our operating expenses, or we are unable to adjust our operating expenses in a timely manner in response to any shortfall in anticipated revenue, we may incur operating losses.\nBased on the above factors, we believe quarter-to-quarter comparisons of our operating results are not a good indication of our future performance. It is possible that in one or more future quarters, our operating results may be below the expectations of public market analysts and investors. In that event, the market price of our class A common stock ", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: deferred tax, tax benefit. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00803", "source": "edgar", "source_license": "public_domain", "text": "Item 7.\nManagement\u2019s Discussion And Analysis Of Financial Condition And Results Of Operations\nIn addition to historical information, this document and analysis contains forward-looking statements. The forward-looking statements contained herein are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected in the forward-looking statements. Important factors that might cause such a difference include, but are not limited to, those discussed in the \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\u201d Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management\u2019s analysis only as of the date hereof. We undertake no obligation to publicly revise or update these forward-looking statements to reflect events or circumstances that arise after the date hereof.\nCritical Accounting Policies, Judgments and Estimates\nWe prepare our financial statements in conformity with accounting principles generally accepted in the United States of America. The preparation of such financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of those financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.\nThe Company discloses its significant accounting policies in the accompanying notes to its audited consolidated financial statements.\nJudgments and estimates of uncertainties are required in applying the Company\u2019s accounting policies in certain areas. Following are some of the areas requiring significant judgments and estimates: revenue recognition, accounts receivable, cash flow and valuation assumptions in performing asset impairment tests of long-lived and intangible assets, estimates of the value and useful lives of intangible assets, insurance reserves, inventories and income taxes.\nThere are numerous critical assumptions that may influence accounting estimates in these and other areas. We base our critical assumptions on historical experience, third-party data and various other estimates we believe to be reasonable. A description of the aforementioned policies follows:\nRevenue Recognition - We adopted the new revenue recognition guidance on the first day of our fiscal 2019 year using a modified retrospective approach; however, we did not record a cumulative-effect adjustment from initially applying the standard as the adoption did not have a material impact on our financial position or results of operations. We completed a review of customer contracts and evaluated the impact of the new standard on certain common practices currently employed by us. We also finalized our assessment of the impact on our accounting policies, processes, system requirements, internal controls and disclosures.\nWhen Performance Obligations Are Satisfied\nA performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account for revenue recognition. A contract\u2019s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied.\nThe singular performance obligation of our customer contracts for product and machine sales is determined by each individual purchase order and the respective products ordered, with revenue being recognized at a point-in-time when the obligation under the terms of the agreement is satisfied and product control is transferred to our customer. Specifically, control transfers to our customers when the product is delivered to, installed or picked up by our customers based upon applicable shipping terms, as our customers can direct the use and obtain substantially all of the remaining benefits from the product at this point in time. The pe", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00804", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nLogitech's financial statements and supplementary data required by this item are set forth as a separate section of this Annual Report on Form 10-K. See Item 15(a) for a listing of financial statements and supplementary data provided in the section titled \"Financial Statements and Supplementary Data.\"\nITEM 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1032975_2020.htm (CIK: 1032975, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00805", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nThe information required by this item is incorporated by reference to our Definitive Proxy Statement for our annual meeting of stockholders to be filed with the SEC within 120 days after the close of our fiscal year.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 859737_2020.htm (CIK: 859737, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00806", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk.\nThe information responsive to this Item is found in Item 7 under the caption \u201cInterest Rate Risk.\u201d\n(1)Average loans include nonaccruing loans, the effect of which is to lower the average rate shown. Interest earned includes recognized net loan fees, including late fees, prepayment fees, and deferred loan fee amortization, in the amounts of $4,755, $1,264, and $1,905 for 2020, 2019, and 2018, respectively.\n(2)Includes accretion of discount on acquired and SBA loans of $6,328, $5,974, and $7,812 in 2020, 2019, and 2018, respectively.\n(3)Includes tax-equivalent adjustments of $1,468, $1,641, and $1,594 in 2020, 2019, and 2018, respectively, to reflect the federal and state tax benefit that we receive related to tax-exempt securities and tax-exempt loans, which carry interest rates lower than similar taxable investments/loans due to their tax exempt status. This amount has been computed assuming a 23% tax rate and is reduced by the related nondeductible portion of interest expense.\nChanges attributable to both volume and rate are allocated equally between rate and volume variances.\n________________________________________\n(1)Yields on tax-exempt investments have been adjusted to a taxable equivalent basis using a 22.98% tax rate.\n(2)Mortgage-backed securities are shown maturing in the periods consistent with their estimated lives based on expected prepayment speeds.\nThe above table is based on contractual scheduled maturities. Early repayment of loans or renewals at maturity are not considered in this table.\n(1) In the March 3, 2017 acquisition of Carolina Bank and the October 1, 2017 acquisition of Asheville Savings Bank, the Company acquired $19.3 million and $9.9 million, respectively, in purchased credit impaired loans in accordance with ASC 310-30 accounting guidance. These loans are excluded from the nonperforming loan amounts.\n_____________________________\n(1)The counties comprising each region are as follows:\nEastern North Carolina Region - New Hanover, Brunswick, Duplin, Dare, Beaufort, Pitt, Onslow, Carteret\nTriangle North Carolina Region - Moore, Lee, Harnett, Chatham, Wake\nTriad North Carolina Region Montgomery, Randolph, Davidson, Rockingham, Guilford, Stanly, Forsyth, Alamance\nCharlotte North Carolina Region - Iredell, Cabarrus, Rowan, Mecklenburg\nSouthern Piedmont North Carolina Region - Richmond, Scotland, Robeson, Bladen, Columbus, Cumberland\nWestern North Carolina Region - Buncombe, Henderson, Madison, McDowell, Transylvania\nSouth Carolina Region - Chesterfield, Dillon, Florence\nFormer Virginia Region - Wythe, Washington, Montgomery, Roanoke\nThe \"Other\" line item includes loans originated on a national basis through the Company\u2019s SBA Lending Division and through the Company's Credit Card Division\n(1)On September 22, 2016, all FDIC loss-share agreements were terminated, and accordingly, assets previously covered under those agreements became non-covered on that date.\nn/m - not meaningful\n____________________________________\n(1)The three months or less category for loans includes $455,757 in adjustable rate loans that are at their contractual rate floors. Of that amount, approximately $206,741 will reprice higher within the next 100 basis points of increases in the underlying interest rate.\n(2)Securities available for sale include government-sponsored enterprise securities, mortgage-backed securities, and corporate bonds. Securities held to maturity include mortgage-backed securities and state and local government securities. For fixed rate mortgage-backed securities, the principal is assumed to reprice equally over the average life of the underlying security. All other fixed rate securities are assumed to reprice based on maturity date or call date. Variable rate securities are included in the period in which they are subject to reprice.\n______________________\n(1)Tax-exempt securities are reflected at a tax-equivalent basis using a 22.98% tax rat", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: tax rate, tax benefit. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00807", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nManagement\u2019s Discussion and Analysis is intended to assist readers in understanding our results of operations and changes in financial position for the past three years. This discussion should be read in conjunction with the consolidated financial statements and accompanying notes beginning on page 78 of this report and the supplemental financial data contained in Tables 1 through 21 beginning on page 60 of this report. This discussion may contain forward-looking statements that involve risks and uncertainties. Our actual results could differ significantly from those anticipated in forward-looking statements as a result of various factors. The following discussion is intended to assist in understanding the financial condition and results of operations of the Company.\nOverview - 2020 Compared to 2019\nWe reported net income per diluted common share of $2.81 in 2020, a 9.4% decrease compared to 2019. Our outstanding loan balances increased by 6.2% and our total deposits increased 27.2%.\nFor the year ended December 31, 2020, the Company recorded net income of $81.5 million, or $2.81 per diluted common share compared to $92.0 million, or $3.10 per diluted common share, for 2019. Earnings for 2020 were impacted by a higher provision for loan losses related to estimated losses arising from the economic impact of COVID-19. The impact of the higher provisions for loan losses were partially offset by higher noninterest income realized in 2020.\nNet interest income for the year ended December 31, 2020 amounted to $218.1 million, a 0.9% increase from the $216.2 million recorded in 2019. The increase in net interest income in 2020 was primarily due to growth in average interest-earning assets, which increased by approximately 13.1% during the year as a result of funds received from our high deposit growth, and which offset a lower net interest margin. Also, see the section entitled \"Net Interest Income\" for additional information.\nOur net interest margin (a non-GAAP measure calculated by dividing tax-equivalent net interest income by average earning assets) was 3.56% compared to 4.00% for 2019. The lower 2020 margin was primarily due to the impact of lower interest rates and the lower incremental reinvestment rates realized from the funds received from our high deposit growth.\nWe recorded a provision for loan losses of $35.0 million compared to $2.3 million for 2019. The increase in 2020 was primarily related to estimated probable losses arising from the economic impact of COVID-19.\nFor the years ended December 31, 2020 and 2019, total noninterest income was $81.3 million and $59.5 million, respectively. The increase primarily related to 1) increased fees from presold mortgages due to higher mortgage origination activity, 2) gains on sales of securities, and 3) higher SBA consulting fees associated with the Paycheck Protection Program (\"PPP\") loan program. See the section entitled \"Noninterest Income\" for additional information.\nNoninterest expenses for the years ended December 31, 2020 and 2019, amounted to $161.3 million and $157.2 million, respectively, an increase of 2.6% in 2020. The increase was primarily due to higher mortgage commission expense resulting from increases in mortgage loan volume in 2020. See the section entitled \"Noninterest Expense\" for additional information.\nTotal assets at December 31, 2020 amounted to $7.3 billion, a 18.7% increase from a year earlier. The growth was driven by an increase in deposits of $1.3 billion, or 27.2% during 2020. In addition to deposits arising from PPP loans, we believe this high deposit growth was due to a combination of stimulus funds, changes in customer behaviors during the pandemic, and a flight to quality to FDIC-insured banks, as well as our ongoing deposit growth initiatives. Loan growth for 2020 was $278 million, or 6.2%, which included $241 million in PPP loans. Loan growth in 2020 was", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 811589_2020.htm (CIK: 811589, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00808", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A.\nQuantitative and Qualitative Disclosures About Market Risk\nFor information regarding market risk, see Item 7. \u201cManagement\u2019s Discussion and Analysis of Financial Conditions and Results of Operations-Management of Market Risk.\u201d\nITEM 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1787414_2020.htm (CIK: 1787414, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00809", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6.\nSELECTED FINANCIAL DATA\nThe following selected financial and operating information should be read in conjunction with \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations,\u201d and the financial statements and related notes thereto included elsewhere in this Form 10-K:\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1698538_2020.htm (CIK: 1698538, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00810", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. Risk Factors\nYou should be aware that the occurrence of any of the events described in this Risk Factors section and elsewhere in\nthis annual report on Form 10-K or in any other of our filings with the SEC could have a material adverse effect on\nour business, financial position, results of operations and cash flows. In evaluating us, you should consider carefully,\namong other things, the risks described below and the matters described in \u201cAbout Forward-Looking Statements.\u201d\nBusiness and Operational Risk Factors\nOur business, financial condition, and results of operations may be adversely affected by global pandemics, including the recent COVID-19 pandemic. Our business, financial condition, and results of operations have been and may be adversely affected if the COVID-19 pandemic continues to interfere with the ability of our employees, suppliers, customers, distributors, financing sources, or others to conduct business or continues to negatively affect consumer confidence or the global economy.\nIn March 2020, the World Health Organization (WHO) characterized the outbreak of COVID-19 as a global pandemic and recommended containment and mitigation measures. The United States declared a national emergency concerning the pandemic, and multiple states and municipalities have declared public health emergencies. Along with these declarations, there have been extraordinary and wide-ranging actions taken by international, federal, state and local public health and governmental authorities to contain and combat the outbreak and spread of COVID-19 in regions across the United States and the world, including quarantines and \u201cstay-at-home\u201d orders and similar mandates for many individuals to restrict daily activities substantially and for many businesses to curtail or cease normal operations. Although some restrictions have eased in some jurisdictions, there have been increasing rates of COVID-19 infection in regions across the United States and the world in recent months, which have yet to show substantial signs of decline, and some areas are re-imposing closures and other restrictions due to such increasing rates of COVID-19 cases. As a result, the COVID-19 pandemic is significantly affecting, and is likely to continue to affect, overall economic conditions in the United States.\nThe pandemic is a widespread health crisis that has affected large segments of the global economy, resulting in a rapidly changing market and economic activities. The pandemic and any preventative or protective actions that governments, our customers or suppliers or we may take, in addition to those already in place, with respect to COVID-19 may have a material adverse effect on our business or our supply of raw materials, production, distribution channels, and customers, including business shutdowns or disruptions for an indefinite period of time, reduced operations, restrictions on manufacturing or shipping products or reduced consumer demand. Any additional financial impact cannot be estimated reasonably at this time but may materially affect our business, financial condition, or results of operations. The extent to which COVID-19 continues to affect our results will depend on future developments, including whether there are additional outbreaks, mutations or related strains of the virus in locations where we operate, and the availability of, and prevalence of access to, effective medical treatments and vaccines for COVID-19, which are highly uncertain and cannot be predicted.\nWe are uncertain of the potential long-term impacts of the pandemic on our business, and the severity, duration, and timing of the business and economic impacts from the continuing, unprecedented public health effort to contain and combat the spread of COVID-19, which has previously included, and may in the future include, among other things, significant volatility in financial markets and a sharp decrease in the value of equity securities, including our common stock.\nWe mostly d", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 60519_2020.htm (CIK: 60519, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00811", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nRisks Related to the Partnership\u2019s Business, Results of Operations and Cash Flows\nCrude oil prices declined significantly in the first quarter of 2020 and into the second quarter of 2020. If oil, natural gas or other hydrocarbon prices decrease and remain depressed for a prolonged period, cash flows from operations will decline and the Partnership may have to lower its distributions or may not be able to pay distributions at all.\nThe Partnership\u2019s revenue, profitability and cash flow depend upon the prices for oil, natural gas and other hydrocarbons. The prices the Partnership receives for its production will be volatile and a drop in prices can significantly affect its financial results and adversely affect the Partnership\u2019s ability to obtain credit, maintain its borrowing capacity and to repay indebtedness, all of which can affect the Partnership\u2019s ability to pay distributions. Changes in prices have a significant impact on the value of the Partnership\u2019s reserves and on its cash flows. Prices may fluctuate widely in response to relatively minor changes in supply and demand, market uncertainty and a variety of additional factors that are beyond the Partnership\u2019s control, such as:\n\u25cf\nthe domestic and foreign supply of and demand for oil and natural gas and other hydrocarbons;\n\u25cf\nregulations which may prevent or limit the export of oil, natural gas and other hydrocarbons;\n\u25cf\nthe amount of added production from development of unconventional natural gas reserves;\n\u25cf\nthe price and quantity of foreign imports of oil, natural gas and other hydrocarbons;\n\u25cf\nthe level of consumer product demand;\n\u25cf\nadverse weather conditions, natural disasters and global health concerns, such as the COVID-19 coronavirus outbreak in early 2020;\n\u25cf\ndomestic and foreign governmental regulations, including environmental initiatives and taxation;\n\u25cf\noverall domestic and global economic conditions;\n\u25cf\nthe value of the U.S. dollar relative to the currencies of other countries;\n\u25cf\npolitical and economic conditions and events in foreign oil and natural gas producing countries, including embargoes, continued hostilities in the Middle East and other sustained military campaigns, conditions in South America, Central America, China and Russia, and acts of terrorism or sabotage;\n\u25cf\nthe ability of members of the Organization of Petroleum Exporting Countries to agree to and maintain oil price and production controls;\n\u25cf\nthe proximity and capacity of natural gas pipelines and other transportation facilities to the Partnership\u2019s production;\n\u25cf\ntechnological advances affecting energy consumption;\n\u25cf\nprice and availability of competitors\u2019 supplies of oil and natural gas;\n\u25cf\nspeculation as to the future price of oil and natural gas and the speculative trading of oil and natural gas futures contracts;\n\u25cf\nthe price and availability of alternative fuels; and\n\u25cf\nthe impact of energy conservation efforts.\nDecreased oil, natural gas and other hydrocarbon prices will decrease Partnership revenues, and may also reduce the amount of oil, natural gas or other hydrocarbons that the Partnership can economically produce. If decreases occur, or if estimates of development costs increase, production data factors change or drilling results deteriorate, accounting rules may require the Partnership to write down, as a non-cash charge to earnings, the carrying value of its oil and natural gas properties for impairments. The Partnership is required to perform impairment tests on its assets whenever events or changes in circumstances lead to a reduction of the estimated useful life or estimated future cash flows that would indicate that the carrying amount may not be recoverable or whenever management\u2019s plans change with respect to those assets. The Partnership may incur impairment charges in the future, which could have a material adverse effect on its results of operations in the period taken and the Partnership\u2019s ability to borrow funds under a credit facility, which may adversely aff", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1696088_2020.htm (CIK: 1696088, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00812", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation.\nOverview\nThe following is a discussion of our program for compensating our named executive officers and directors. Currently, we do not have a compensation committee, and as such, our board of directors is responsible for determining the compensation of our named executive officers.\nCompensation Program Objectives and Philosophy\nThe primary goals of our policy of executive compensation are to attract and retain the most talented and dedicated executives possible, to assure that our executives are compensated effectively in a manner consistent with our strategy and competitive practice and to align executive compensation with the achievement of our short- and long-term business objectives.\nThe Board considers a variety of factors in determining compensation of executives, including their particular background and circumstances, such as their training and prior relevant work experience, their success in attracting and retaining savvy and technically proficient managers and employees, increasing our revenues, broadening our product line offerings, managing our costs and otherwise helping to lead our Company through a period of rapid growth.\nIn the near future, we expect that our Board will form a compensation committee charged with the oversight of executive compensation plans, policies and programs of our Company and with the full authority to determine and approve the compensation of our chief executive officer and make recommendations with respect to the compensation of our other executive officers. We expect that our compensation committee will continue to follow the general approach to executive compensation that we have followed to date, rewarding superior individual and company performance with commensurate compensation.\nEmployment Agreements\nEffective February 28, 2010, the Company entered into an employment agreement with its PEO. The agreement, which is for a five year term, provides for an initial base salary of $175,000 per year with a 3% annual increase thereafter (the \u201cBase Salary\u201d). The PEO is also entitled to certain bonuses based on net profits before taxes and other customary benefits, as defined in the agreement. In addition, since it is understood that the Company is employing the PEO during a time of economic decline throughout the U.S. and at times and from time to time, the Company may not be in a position to pay the full amount of Base Salary owed the PEO it is understood and agreed to by the Board, that as long as the Company is unable to pay the CEO the full amount of his Base Salary that the Board shall issue to him, from time to time, an amount of shares that will allow him to remain in possession of fifty-one percent (51%) of the Company\u2019s then outstanding shares of common stock. Such issuances shall be made to the PEO at any time when his total share holdings are reduced to an amount less than fifty-one percent (51%) as a result of issuance of shares of common stock made on behalf of the Company.\nEffective February 28, 2010, the Company entered into an employment agreement with its PEO. The agreement, which is for a five year term, provides for an initial base salary of $175,000 per year with a 3% annual increase thereafter (the \u201cBase Salary\u201d). The PEO is also entitled to certain bonuses based on net profits before taxes and other customary benefits, as defined in the agreement. In addition, since it is understood that the Company is employing the PEO during a time of economic decline throughout the U.S. and at times and from time to time, the Company may not be in a position to pay the full amount of Base Salary owed the PEO it is understood and agreed to by the Board, that as long as the Company is unable to pay the CEO the full amount of his Base Salary that the Board shall issue to him, from time to time, an amount of shares that will allow him to remain in possession of fifty-one percent (51%) of the Company\u2019s then outstanding shares of common stock. Such issuanc", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1431074_2020.htm (CIK: 1431074, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00813", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nThe information required under this item is incorporated herein by reference to the material contained in the Proxy Statement.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 723254_2020.htm (CIK: 723254, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00814", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\n(a)At the beginning of fiscal 2020, Valvoline adopted the new lease accounting standard using the optional transitional approach as of October 1, 2019. Refer to Notes 2 and 3 to the Consolidated Financial Statements included in Item 8 of Part II of this Annual Report on Form 10-K for details regarding the impact of adoption.\n(b)At the beginning of fiscal 2019, Valvoline adopted the new revenue recognition accounting standard using the modified retrospective method to those contracts that were not completed as of October 1, 2018. Accordingly, the new revenue recognition guidance was applied prospectively from the date of adoption, while prior period financial statements are reported in accordance with the previous guidance. The cumulative effect of the changes at adoption was recognized through an increase to stockholders' deficit of $13 million, net of tax.\n(c)Net income includes the impact of immediately recognizing actuarial gains and losses for defined benefit pension and other postretirement plan remeasurements. Valvoline recognized the following pre-tax remeasurements: a gain of $22 million in fiscal 2020, a loss of $69 million in fiscal 2019, a loss of $38 million in fiscal 2018, a gain of $68 million in fiscal 2017, and a gain of $18 million in fiscal 2016. Net income also includes the impact of the enactment of U.S. and Kentucky tax reform legislation, which resulted in an income tax benefit of $5 million in fiscal 2019 and income tax expense of $78 million in fiscal 2018.\n(d)The weighted average common shares outstanding for the year ended September 30, 2016 are based on the 170 million shares issued to Ashland in the Contribution.\n(e)In addition to cash flows from operating activities determined in accordance with accounting principles generally accepted in the United States of America (\"U.S. GAAP\"), Valvoline uses free cash flow as a non-GAAP metric of cash flow generation. By deducting capital\nexpenditures from operating cash flows and adding discretionary contributions to pension plans, the Company is able to provide an indication of the ongoing cash being generated that is ultimately available for both debt and equity holders as well as other investment opportunities. Unlike cash flow from operating activities, free cash flow includes the impact of capital expenditures, providing a supplemental view of cash generation. Free cash flow has certain limitations, including that it does not reflect adjustments for certain non-discretionary cash flows, such as mandatory debt repayments. The amount of mandatory versus discretionary expenditures can vary significantly between periods. Valvoline\u2019s results of operations are presented based on its management structure and internal accounting practices. The structure and practices are specific to Valvoline; therefore, its financial results and free cash flow are not necessarily comparable with similar information for other comparable companies. Free cash flow has limitations as an analytical tool and should not be considered in isolation from, or as an alternative to, or more meaningful than, cash flows provided by operating activities as determined in accordance with U.S. GAAP. In evaluating free cash flow, be aware that in the future Valvoline may have expenditures similar to those for which adjustments are made in calculating free cash flow. Valvoline\u2019s presentation of free cash flow should not be construed as a basis to infer that its future results will be unaffected by unusual or nonrecurring items. Because of these limitations, one should rely primarily on cash flows provided by operating activities as determined in accordance with U.S. GAAP and use free cash flow only as a supplement.\n(f)Valvoline determines same-store sales growth on a fiscal year basis, with new stores excluded from the metric until the completion of their first full fiscal year in operation. Refer to \"Key Business Measures\" in Item 7", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax expense, tax benefit, tax reform. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00815", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors.\nThe risk factors detailed in Item 1A entitled \u201cRisk Factors\u201d in this Annual Report on Form 10-K are the risks that we believe are material to our investors and a reader should carefully consider them. The following is a summary of the principal risks and uncertainties described in more detail in this Annual Report. This summary does not address every aspect of our risks factors, all of the risks that we face, or other factors not presently known to us or that we currently believe are immaterial.\nRefer also to the other information set forth in this Annual Report on Form 10-K in the MD&A and Consolidated Financial Statements sections.\nThe following is a summary of the principal risks and uncertainties described in more detail in this Annual Report:\n\u2022We have incurred significant losses since inception, we expect to incur losses in the future and we may not be able to generate sufficient revenue to achieve and maintain profitability.\n\u2022Our success depends on the success of our Berkeley Lights Platform and market acceptance of Digital Cell Biology. Our Berkeley Lights Platform and Digital Cell Biology may not achieve or maintain significant commercial market acceptance.\n\u2022Historically, our revenue has been primarily generated from direct platform sales, largely driven by Beacon, which requires a substantial sales cycle and is prone to quarterly fluctuations in revenue.\n\u2022It may be difficult for us to implement our strategies for improving growth.\n\u2022We may not successfully implement our strategy to provide customers access to our platform and Digital Cell Biology through alternative non-direct capital sales channels, including our subscription, partnering and services offerings.\n\u2022Our revenue under our customer sales engagements, program agreements and strategic partnerships for any particular period can be difficult to forecast.\n\u2022If we cannot maintain our current relationships with customers, fail to sustain recurring sources of revenue with our existing customers, or if we fail to enter into new relationships, our future operating results would be adversely affected as a general matter.\n\u2022Our limited operating history and rapid revenue growth make it difficult to evaluate our future prospects and the risks and challenges we may encounter.\n\u2022New product and workflow development involves a lengthy and complex process and we may be unable to develop or commercialize products and workflows on a timely basis, or at all.\n\u2022The Berkeley Lights Platform is comprised of OptoSelect chips and reagent kits, advanced automation systems and advanced application and workflow software, which may contain undetected errors or defects and may not meet the expectations of our customers, which means our business, financial condition, results of operations and prospects could suffer.\n\u2022Repair or replacement costs due to warranties we provide on our products and consumables could have a material adverse effect on our business, financial condition and results of operations.\n\u2022We will need to raise additional capital to fund our existing operations, improve our platform or develop and commercialize new products, workflows, consumables and reagent kits, or expand our operations.\n\u2022The life sciences technology market is highly competitive, and if we cannot compete successfully with our competitors, we may be unable to increase or sustain our revenue, or achieve and sustain profitability.\n\u2022We must develop new products, adapt to rapid and significant technological change and respond to introductions of new products by competitors to remain competitive.\n\u2022The loss of any member of our senior management team or our inability to attract and retain highly skilled scientists, engineers and salespeople could adversely affect our business.\n\u2022We may acquire businesses or form joint ventures or make investments in other companies or technologies that could negatively affect our operating results, dilute our stockholders\u2019 ownership, increase our debt or caus", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1689657_2020.htm (CIK: 1689657, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00816", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data\nBeginning with the period ended September 30, 2017, the operations of the mall-based business and International segment were accounted for as a discontinued operation. All periods presented reflect the mall-based business and International segment as a discontinued operation.\nThe following table sets forth selected financial data derived from the Company's Consolidated Financial Statements in Part II, Item 8 of this Form 10-K. The table should be read in conjunction with Item 7, \"Management's Discussion and Analysis of Financial Condition and Results of Operations\" and Item 8, \"Financial Statements and Supplementary Data\" of this Form 10-K.\n_______________________________________________________________________________\n(1)The following significant items affected each of the years presented:\n\u2022During fiscal year 2020, the Company recorded a $40.2 million non-cash goodwill impairment charge, a $22.6 million non-cash long-lived asset impairment charge (See Note 1 to the Consolidated Financial Statements in Part II, Item 8, of this form 10-K), a loss on the sale of salons to franchisees of $27.3 million and the results were materially impacted by the COVID-19 pandemic.\n\u2022During fiscal year 2019, the Company recorded a $21.8 million restructuring charge related to TBG mall locations (See Note 3 to the Consolidated Financial Statements in Part II, Item 8, of this form 10-K), $4.6 million of non-cash fixed asset impairment charges and $2.9 million of net gain on salons sold to franchisees.\n\u2022During fiscal year 2018, the Company recorded a $68.1 million income tax benefit resulting from the federal rate reduction and a partial release of the U.S. valuation allowance as a result of the Tax Cuts and Jobs Act (the \u201cTax Act\u201d), $41.2 million ($32.5 million, net of taxes) of expenses associated with the January 2018 SmartStyle portfolio restructure and other related costs, $11.1 million of non-cash fixed asset impairment charges, $8.0 million of gain on company-owned life insurance policies, and $2.7 million ($2.2 million, net of taxes) of severance expense related to terminations.\n\u2022During fiscal year 2017, the Company recorded $7.9 million of non-cash fixed asset impairment charges, $8.4 million of severance expense related to the termination of former executive officers including the Company's Chief Executive Officer, $7.7 million of non-cash tax expense related to tax benefits on certain indefinite-lived assets that the Company cannot recognize for reporting purposes and $5.3 million of expense for a one-time non-cash inventory expense related to salon tools.\n\u2022During fiscal year 2016, the Company recorded a $13.0 million other than temporary non-cash impairment charge to fully impair its investment in EEG, $10.5 million of non-cash fixed asset impairment charges and $7.9 million of non-cash tax expense related to tax benefits on certain indefinite-lived assets that the Company cannot recognize for reporting purposes.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax expense, tax benefit. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00817", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nOur ongoing business operations expose us to various risks, such as fluctuating interest rates, foreign currency exchange rates and increasing commodity prices. These risk factors can impact our results of operations, cash flows and financial position. To manage these market risks, we periodically enter into derivative financial instruments, such as interest rate swaps, options and foreign exchange contracts for periods consistent with, and for notional amounts equal to or less than, the related underlying exposures. We do not purchase or hold any derivative financial instruments for investment or trading purposes. All derivatives are recorded in our consolidated balance sheet at fair value.\nForeign Currency Exchange Risk\nSales outside of the U.S. accounted for 54.6% of our consolidated net sales in 2020. Virtually all of these sales and related operating costs are denominated in the currency of the local country and translated into USD for consolidated reporting purposes. Although the majority of the assets and liabilities of these subsidiaries are denominated in the functional currency of the subsidiary, they may also hold assets or liabilities denominated in other currencies. These items may give rise to foreign currency transaction gains and losses. As a result, our results of operations and financial position are exposed to changing currency exchange rates. We periodically use forward exchange contracts to hedge certain transactions or to manage month-end balance sheet exposures on cross-currency intercompany loans.\nWe have entered into forward exchange contracts, designated as fair value hedges, to manage our exposure to fluctuating foreign exchange rates on cross-currency intercompany loans. As of December 31, 2020 and December 31, 2019, the total amount of these forward exchange contracts were SGD 601.5 million and $13.4 million.\nIn addition, we have entered into several foreign currency contracts, designated as cash flow hedges, for periods of up to eighteen months, intended to hedge the currency risk associated with a portion of our forecasted transactions denominated in foreign currencies. As of December 31, 2020, we had outstanding foreign currency contracts to purchase and sell certain pairs of currencies, as follows:\nIn November and December 2019, in conjunction with the repayment of the outstanding long-term borrowings under our Credit Facility denominated in Euro and Yen, we de-designated these borrowings as hedges of our net investments in certain European subsidiaries and Daikyo. The amounts recorded as a cumulative translation adjustment in accumulated other comprehensive loss related to these borrowings (prior to de-designation) will remain in accumulated other comprehensive loss indefinitely, unless certain future events occur, such as the disposition of the operations for which the net investment hedges relate.\nIn December 2019, in conjunction with the repayment of the outstanding long-term borrowings under our Credit Facility denominated in Yen, we entered into a forward exchange contract, designated as a cash flow hedge, to manage our exposure to fluctuating foreign exchange rates. This forward exchange contract matured on December 30, 2019.\nIn December 2019, we entered into a five-year floating-to-floating forward-starting cross-currency swap (the \u201ccross-currency swap\u201d) for $90 million, which we designated as a hedge of our net investment in Daikyo. The notional amount of the cross-currency swap is \u00a59.6 billion ($87.8 million) as of December 31, 2020. Under the cross-currency swap, we receive floating interest rate payments based on three-month USD LIBOR plus a margin, in return for paying floating interest rate payments based on three-month Yen LIBOR plus a margin.\nInterest Rate Risk\nAs a result of our normal borrowing activities, we have long-term debt with both fixed and variable interest rates. Long-term debt consists of our Term L", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 105770_2020.htm (CIK: 105770, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00818", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nOur business, financial condition, results of operations and cash flows may be affected by a number of factors including, but not limited to those set forth below. This discussion should be considered in conjunction with the discussion under the caption \u201cForward-Looking Information\u201d preceding Part I, the information set forth under Item 1, \u201cBusiness\u201d and with the discussion of the business included in Part II, Item 7, \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\u201d These risks comprise the material risks of which we are aware. If any of the events or developments described below or elsewhere in this Annual Report on Form 10-K, or in any documents that we subsequently file publicly were to occur, it could have a material adverse effect on our business, financial condition, results of operations and cash flows.\nRisks Relating to COVID-19\nOur financial condition and results of operations are expected to continue to be adversely affected by the coronavirus pandemic.\nThe novel strain of the coronavirus (\u201cCOVID-19\u201d) pandemic is expected to continue to have an adverse impact on our operations and financial performance, as well as on the operations and financial performance of many of the customers and suppliers in industries that we serve. It is very difficult to predict the extent of the impact which the pandemic will have on our business operations, financial performance, results of operations, and financial position. We believe our operations and financial performance will continue to be negatively impacted by the COVID-19 pandemic which has caused a global slowdown of economic activity (including a decrease in demand for a broad variety of goods and services), disruptions in global supply chains and significant volatility and disruption of financial markets. Because the severity, magnitude and duration of the COVID-19 pandemic and its economic consequences remain uncertain and rapidly changing, it is difficult to predict the extent of the pandemic\u2019s impact on our operations and financial performance. Further, the ultimate impact of the COVID-19 pandemic on our operations and financial performance depends on many factors that are not within our control, including, but not limited to, governmental, business and individuals\u2019 actions that have been and continue to be taken in response to the pandemic (including shutdown orders, border closings, restrictions on travel and transport and workforce pressures); the impact of the pandemic and actions taken in response on global and regional economies, travel, and economic activity; general economic uncertainty in key global markets and financial market volatility; global economic conditions and levels of economic growth; commodity prices such as oil and gas, and the pace of recovery when the COVID-19 pandemic subsides. We continue to expect lower demand and volume for products and services, supply chain disruptions, delays of deliveries and other factors related directly and indirectly to the COVID-19 pandemic. To the extent global vaccination programs do not achieve intended results and a longer period of economic and global supply chain and related disruption continues, the more adverse the impact will be on our business operations, financial performance and results of operations. As the impact of the COVID-19 pandemic on the economy and our operations evolves, we will continue to assess our liquidity needs. A prolonged or worsening worldwide disruption could materially affect our future access to our sources of liquidity, particularly our cash flows from operations and access to credit markets, which could impact our financial condition, capitalization, and capital investments. Additionally, a prolonged period of generating lower cash flows from operations could adversely affect our financial condition and the achievement of our strategic objectives. Conditions in the financial and credit markets may also limit the availabil", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 25445_2020.htm (CIK: 25445, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00819", "source": "edgar", "source_license": "public_domain", "text": "Item 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nThe following discussion should be read in conjunction with our audited financial statements and notes thereto included herein. In connection with, and because we desire to take advantage of, the \u201csafe harbor\u201d provisions of the Private Securities Litigation Reform Act of 1995, we caution readers regarding certain forward-looking statements in the following discussion and elsewhere in this report and in any other statement made by, or on our behalf, whether or not in future filings with the Securities and Exchange Commission. Forward-looking statements are statements not based on historical information and which relate to future operations, strategies, financial results or other developments. Forward-looking statements are necessarily based upon estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control and many of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward-looking statements made by, or our behalf. We disclaim any obligation to update forward-looking statements.\nNarrative Description of the Business\nFocus Universal Inc. (the \u201cCompany,\u201d \u201cwe,\u201d \u201cus,\u201d or \u201cour\u201d) is a Nevada corporation. We have developed four fundamental disruptive proprietary technologies which we believe solve the most fundamental problems plaguing the internet of things (\u201cIoT\u201d) industry through: (1) increasing overall chip integration by shifting it to the device level; (2) creating a faster 5G cellular technology by using Ultra-narrowband technology; (3) leveraging ultra-narrowband power line communication (\u201cPLC\u201d) technology; and (4) User Interface Machine auto generation technology. Our Universal smart technology is designed to overcome instrumentation interoperability and interchangeability. The electronic design starts from a 90% completed common foundation we call our universal smart instrumentation platform (\u201cUSIP\u201d), instead of the current method of building each stand-alone instrument from scratch. Our method eliminates redundant hardware and software and results in significant cost savings and production efficiency. We have developed software machine auto generation technology to replace the manual software designs which are currently in use and cannot satisfy the exponential growth of future IoT industry demand. Our ultra-narrowband PLC enables our users to send data over existing electricity power cables and immediately establish a ubiquitous data network without substantial new investment for a dedicated wiring infrastructure. Our ultra-narrow band technology is capable of overcoming the noise problems communicating through power lines that have hindered our competitors for over a century. Our wireless communication technology allows for longer-range coverage, is more energy effective and has much faster data sending speeds than the current 5G technology speeds being used. We also provide sensor devices and are a wholesaler of various air filters and digital, analog, and quantum light meter systems.\nFor the years ended December 31, 2020 and 2019, we generated significant amount of our revenue from sales of a broad selection of agricultural sensors and measurement equipment which is currently our primary business.\nOur Current Products Include:\nProducts we are currently selling\nWe are also a wholesaler of various digital, analog, and quantum light meters and filtration products, including fan speed adjusters, carbon filters and HEPA filtration systems. We source these products from manufacturers in China and then sell them to a major U.S. distributor, Hydrofarm, who resells our products directly to consumers through retail distribution channels and in some cases, places", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1590418_2020.htm (CIK: 1590418, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00820", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations\nNOTE REGARDING AMOUNTS AND FISCAL YEAR REFERENCES\nIn this annual report, all amounts related to United States dollars and foreign currency and to the number of Nordson Corporation\u2019s common shares, except for per share earnings and dividend amounts, are expressed in thousands. Unless the context otherwise indicates, all references to \u201cwe,\u201d \u201cus,\u201d \u201cour,\u201d or the \u201cCompany\u201d mean Nordson Corporation.\nUnless otherwise noted, all references to years relate to our fiscal year ending October 31.\nCritical Accounting Policies and Estimates\nOur Consolidated Financial Statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires management to make estimates, judgments and assumptions that affect reported amounts of assets, liabilities, revenues and expenses. On an ongoing basis, we evaluate the accounting policies and estimates that are used to prepare financial statements. We base our estimates on historical experience and assumptions believed to be reasonable under current facts and circumstances. Actual amounts and results could differ from these estimates used by management.\nCertain accounting policies that require significant management estimates and are deemed critical to our results of operations or financial position are discussed below. On a regular basis, critical accounting policies are reviewed with the Audit Committee of the board of directors.\nRevenue recognition - A contract exists when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of the consideration is probable. Revenue is recognized when performance obligations under the terms of the contract with a customer are satisfied. Generally, our revenue results from short-term, fixed-price contracts and is recognized as of a point in time when the product is shipped or at a later point when the control of the product transfers to the customer. Refer to Note 1 to the Consolidated Financial Statements for further discussion regarding the Company's revenue recognition policy.\nBusiness combinations - The acquisitions of our businesses are accounted for under the acquisition method of accounting. The amounts assigned to the identifiable assets acquired and liabilities assumed in connection with acquisitions are based on estimated fair values as of the date of the acquisition, with the remainder, if any, recorded as goodwill. The fair values are determined by management, taking into consideration information supplied by the management of the acquired entities, and other relevant information. Such information typically includes valuations obtained from independent appraisal experts, which management reviews and considers in its estimates of fair values. The valuations are generally based upon future cash flow projections for the acquired assets, discounted to present value. The determination of fair values requires significant judgment by management, particularly with respect to the value of identifiable intangible assets. This judgment could result in either a higher or lower value assigned to amortizable or depreciable assets. The impact could result in either higher or lower amortization and/or depreciation expense.\nGoodwill - Goodwill is the excess of purchase price over the fair value of tangible and identifiable intangible net assets acquired in various business combinations. Goodwill is not amortized but is tested for impairment annually at the reporting unit level, or more often if indications of impairment exist. Our reporting units are one level below the Industrial Precision Solutions segment, and one level below the Advanced Technology Solutions segment.\nWe test goodwill in accordance with Accounting Standards Codification (ASC", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 72331_2020.htm (CIK: 72331, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00821", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nThe following discussion should be read in conjunction with the Consolidated Financial Statements and Notes thereto and refers to the Company\u2019s results from continuing operations except where noted.\nIn December 2019, the Company sold the businesses comprising its former Technical Packaging segment. The Company received net proceeds from the sale of approximately $184 million and recorded a $76.5 million after-tax gain on the sale in 2020. The Company used the proceeds from the sale to pay down debt and for other corporate purposes including the termination of the Company\u2019s defined benefit pension plan. The Technical Packaging segment is reflected as discontinued operations in the Consolidated Financial Statements and related notes for all periods presented, in accordance with accounting principles generally accepted in the United States of America (GAAP). See Note 2 to the Consolidated Financial Statements for further discussion.\nSelected financial information for each of the Company\u2019s business segments is provided in the discussion below and in Note 14 to the Company\u2019s Consolidated Financial Statements.\nThis section includes comparisons of certain 2020 financial information to the same information for 2019. Year-to-year comparisons of the 2019 financial information to the same information for 2018 are contained in Item 7 of the Company\u2019s Form 10-K for 2019 filed with the Securities and Exchange Commission on November 29, 2019 and available through the SEC\u2019s website at https://www.sec.gov/edgar/searchedgar/companysearch.html.\nIntroduction\nESCO Technologies Inc. and its wholly owned subsidiaries (the Company) are organized into three reportable operating segments for financial reporting purposes: Aerospace & Defense (formerly Filtration/Fluid Flow), Utility Solutions Group (USG), RF Shielding and Test (Test). The Company\u2019s business segments are comprised of the following primary operating entities:\n\u25cfAerospace & Defense: PTI Technologies Inc. (PTI); VACCO Industries (VACCO); Crissair, Inc. (Crissair); Westland Technologies, Inc. (Westland); Mayday Manufacturing Co. (Mayday), Hi-Tech Metals, Inc. (Hi-Tech); and Globe Composite Solutions, LLC (Globe).\n\u25cfUSG: Doble Engineering Company and Morgan Schaffer (together, Doble); and NRG Systems, Inc. (NRG).\n\u25cfTest: ETS-Lindgren Inc. (ETS-Lindgren).\nAerospace & Defense. PTI, VACCO and Crissair primarily design and manufacture specialty filtration products, including hydraulic filter elements and fluid control devices used in commercial aerospace applications, unique filter mechanisms used in micro-propulsion devices for satellites and custom designed filters for manned aircraft and submarines. Westland designs, develops and manufactures elastomeric-based signature reduction solutions for U.S. naval vessels. Mayday designs and manufactures mission-critical bushings, pins, sleeves and precision-tolerance machined components for landing gear, rotor heads, engine mounts, flight controls, and actuation systems for the aerospace and defense industries. Hi-Tech is a full-service metal processor serving aerospace suppliers. Globe is a vertically integrated supplier of composite-based products and solutions for acoustic, signature-reduction, communications, sealing, vibration-reducing, surface control, and hydrodynamic-related applications.\nUSG. Doble develops, manufactures and delivers diagnostic testing solutions that enable electric power grid operators to assess the integrity of high-voltage power delivery equipment. NRG designs and manufactures decision support tools for the renewable energy industry, primarily wind and solar.\nTest. ETS-Lindgren is an industry leader in providing its customers with the ability to identify, measure and contain magnetic, electromagnetic and acoustic energy.\nThe Company continues to operate with meaningful growth prospects in its primary served markets and with considerab", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 866706_2020.htm (CIK: 866706, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00822", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nA. REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nTo the shareholder and the Board of Directors of Wisconsin Electric Power Company\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheets of Wisconsin Electric Power Company and subsidiary (the \"Company\") as of December 31, 2020 and 2019, the related consolidated statements of income, equity, and cash flows, for each of the three years in the period ended December 31, 2020, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the \"financial statements\"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.\nBasis for Opinion\nThese financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company\u2019s internal control over financial reporting. Accordingly, we express no such opinion.\nOur audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\nCritical Audit Matter\nThe critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.\nRegulatory Assets and Liabilities - Impact of rate regulation on financial statements - Refer to Notes 5 and 21 to the financial statements\nCritical Audit Matter Description\nThe Company is subject to regulation by state and federal regulatory bodies (collectively the \u201cCommissions\u201d) which have jurisdiction with respect to the rates of electric and gas distribution. Management has determined the Company meets the requirements under accounting principles generally accepted", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 107815_2020.htm (CIK: 107815, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00823", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.\nThe information required by this item is incorporated by reference to Part II, Item 7 of this report.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 824410_2020.htm (CIK: 824410, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00824", "source": "edgar", "source_license": "public_domain", "text": "Item 1A.\nRisk Factors\nYou should carefully consider each of the risks described below, together with all of the other information contained in this Annual Report on Form 10-K, before making an investment decision with respect to our securities. If any of the following risks develop into actual events, our business, financial condition or results of operations could be materially and adversely affected and you may lose all or part of your investment.\nRisks Related to our Business\nWe could be negatively impacted by the recent Coronavirus or \u201cCOVID-19\u201d outbreak or other similar outbreaks.\nThe outbreak of COVID-19 has been recognized as a global pandemic by the World Health Organization. Federal, state, local and foreign governments have restricted travel and business operations and recommended or imposed social distancing and isolation mandates. These measures have severely restricted economic activity around the world. These events have had and may continue to have adverse effects on our business in a number of respects.\nThe outbreak of COVID-19 has significantly increased economic and demand uncertainty. The current outbreak and continued spread of COVID-19 and associated government mandates and recommendations have resulted in an economic slowdown and a global recession. Although the impact on our healthcare clients has varied, the restrictions on movement outside of individuals\u2019 homes has resulted in significantly decreased demand for elective healthcare services, which are a large source of revenue for healthcare providers. These circumstances have resulted in many of our clients experiencing decreased revenues, contracting margins, and cash losses. Some clients\u2019 cost reducing measures have included and could continue to include reducing or eliminating the services they purchase from us. While these circumstances did not significantly impact our financial position or results of operations in 2020, the negative impact could continue to increase.\nWe rely on third-party service providers and business partners, for services or supplies that are critical to providing our clients\u2019 services. These include activities such as internet, cloud data storage, information technology services, and survey related services. These third parties are also subject to risks and uncertainties related to the COVID-19 pandemic, which may interfere with their ability to provide their services in a timely manner and in accordance with the agreed-upon terms or our agreements, which could interfere with our ability to operate our business.\nThe COVID-19 pandemic may also have legal or regulatory impacts that have an impact on our business and operations. Historically CMS required certain healthcare organizations to periodically assess, through surveys or related methodologies, the performance of the care they provide. Many of these organizations use our services to comply with this regulatory requirement. However, as a result of the COVID-19 pandemic CMS has suspended the requirement for healthcare organizations to perform these assessments, and some clients have suspended or reduced these services, and others may do so.\nIn addition, the vast majority of our workforce has been working remotely since March 2020. Historically we have relied on national travel as part of our sales efforts, but as a result of the pandemic we have placed an indefinite hold on all company related travel. To date, we are still capable of providing our services without interruption and without significant changes to our internal control over financial reporting. However, an extended period of associates working remotely and restrictions on travel may interfere with our ability to conduct business, including our ability to sell our products or develop new products.\nFurthermore, COVID-19 has negatively impacted the proper functioning of financial and capital markets, foreign currency exchange rates, and interest rates. In particular, the continued spread of COVID-19 has led to dis", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 70487_2020.htm (CIK: 70487, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00825", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\nThis Management\u2019s Discussion and Analysis of Financial Conditions and Results of Operations and other portions of this report contain forward-looking information that involves risks and uncertainties. Our actual results could differ materially from those anticipated by the forward-looking information. Factors that may cause such differences include, but are not limited to, availability and cost of financial resources, product demand, market acceptance and other factors discussed in this report under the heading \u201cRisk Factors\u201d. This Management\u2019s Discussion and Analysis of Financial Conditions and Results of Operations should be read in conjunction with our financial statements and the related notes included elsewhere in this report.\nOverview\nAdvaxis, Inc. (\u201cAdvaxis\u201d or the \u201cCompany\u201d) is a clinical-stage biotechnology company focused on the development and commercialization of proprietary Lm Technology antigen delivery products based on a platform technology that utilizes live attenuated Listeria monocytogenes, or Lm, bioengineered to secrete antigen/adjuvant fusion proteins. These Lm-based strains are believed to be a significant advancement in immunotherapy as they integrate multiple functions into a single immunotherapy by accessing and directing antigen presenting cells to stimulate anti-tumor T cell immunity, stimulate and activate the innate immune system with the equivalent of multiple adjuvants, and simultaneously reduce tumor protection in the Tumor Microenvironment, or TME, to enable the T cells to attack tumor cells.\nThe Company believes that Lm Technology immunotherapies can complement and address significant unmet needs in the current oncology treatment landscape. Specifically, our product candidates (i.e., ADXS-PSA and ADXS-503) have the potential to optimize checkpoint performance, while having a generally well-tolerated safety profile, and most of our product candidates have an expected low cost of goods. A new Investigator-Sponsored-Study with our FDA-approved IND is expected to start with ADXS-504-HOT construct in biochemically recurrent prostate cancer patients at a leading US Medical Institution in the first quarter of 2021.\nAdvaxis is currently winding down clinical studies of Lm Technology immunotherapies in three program areas:\n\u25cf\nHuman Papilloma Virus (\u201cHPV\u201d)-associated cancers\n\u25cf Personalized neoantigen-directed therapies\n\u25cf Human epidermal growth factor receptor-2 (HER-2) associated cancers\nAll these clinical program areas are anchored in the Company\u2019s Lm TechnologyTM, a unique platform designed for its ability to safely and effectively target various cancers in multiple ways. While we are currently winding down clinical studies of Lm Technology immunotherapies in these three program areas, our license agreements continue with OS Therapies, LLC for ADXS-HER2 and with Global BioPharma, or GBP, for the exclusive license for the development and commercialization of AXAL in Asia, Africa, and the former USSR territory, exclusive of India and certain other countries.\nResults of Operations for the Fiscal Year Ended October 31, 2020 Compared to the Fiscal Year Ended October 31, 2019\nRevenue\nRevenue decreased $20.6 million to $0.3 million for the fiscal year ended October 31, 2020 compared to $20.9 million for the fiscal year ended October 31, 2019. The decrease was due to the fact that the Company did not have another large collaboration in current year after the Amgen agreement was terminated. On December 10, 2018, we received a written notice of termination from Amgen with respect to the global agreement with Amgen (the \u201cAmgen Agreement\u201d). The termination was effective as of February 8, 2019. As of the notification date, we adjusted revenue on a cumulative catch-up basis considering the revised measure of progress for the combined performance obligation based on the modified service period up to and through the contrac", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1100397_2020.htm (CIK: 1100397, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00826", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\nManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations for the Twelve Months Ended December 31, 2020 and 2019.\nCautionary Statement\nStatements in this report, which are not purely historical facts, including statements regarding the Company\u2019s anticipations, beliefs, expectations, hopes, intentions or strategies for the future, may be forward-looking statements within the meaning of Section 21E of the Securities Act of 1934, as amended. All forward-looking statements in this report are based upon information available to us on the date of the report. Any forward-looking statements involve risks and uncertainties that could cause actual results or events to differ materially from events or results described in the forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements.\nResults of Operations\nFor the year ended December 31, 2020, we reported a net loss of $106,182 as compared to a net loss of $89,178 for the year ended December 31, 2019.\nRevenue. No revenue was generated for the years ended December 31, 2020 and 2019.\nExpenses. The components of our costs and expenses for the years ended December 31, 2020 and 2019 are as follows:\nOther Income. Other income for the year ended December 31, 2020 included an Economic Injury Disaster Loan advance of $10,000. No other income or expense was recorded for the year ended December 31, 2019.\nWe have not recorded federal income tax expense for the years ended December 31, 2020 and 2019 because of our net operating loss carry forwards. In addition, since there is continued uncertainty as to the realization of a deferred tax asset, we have not recorded any deferred tax benefits.\nLiquidity and Capital Resources\nCash Flows and Liquidity\nAs of December 31, 2020, we had total current assets of $1,699. Our total current liabilities as of December 31, 2020 were approximately $277,241. We had a working capital deficit of $275,542 as of December 31, 2020 compared to a working capital deficit of $3,024 as of December 31, 2019.\nOur ability to obtain access to additional capital through third parties or other debt or equity financing arrangements is contingent upon our ability to locate adequate financing or equity investments on commercially reasonable terms. There can be no assurance that we will be able to obtain such financing on acceptable terms.\nThe following table summarizes our sources and uses of cash for the years ended December 31, 2020 and 2019:\nAs of December 31, 2020, we had a cash balance of $1,699, a decrease of $27,768 from December 31, 2019 due to minimal operating and general administrative expenses.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax expense, deferred tax, tax benefit. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00827", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nThe financial and business analysis below provides information that Sonic Foundry, Inc. (the \u201cCompany\u201d) believes is relevant to an assessment and understanding of the Company\u2019s consolidated financial position and results of operations. This financial and business analysis should be read in conjunction with the consolidated financial statements and related notes.\nThis report includes estimates, projections, statements relating to our business plans, objectives, and expected operating results that are \u201cforward-looking statements\u201d within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements may appear throughout this report, including the following sections: \u201cManagement\u2019s Discussion and Analysis,\u201d and \u201cRisk Factors.\u201d These forward-looking statements generally are identified by the words \u201cbelieve,\u201d \u201cproject,\u201d \u201cexpect,\u201d \u201canticipate,\u201d \u201cestimate,\u201d \u201cintend,\u201d \u201cstrategy,\u201d \u201cfuture,\u201d \u201copportunity,\u201d \u201cplan,\u201d \u201cmay,\u201d \u201cshould,\u201d \u201cwill,\u201d \u201cwould,\u201d \u201cwill be,\u201d \u201cwill continue,\u201d \u201cwill likely result,\u201d and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties that may cause actual results to differ materially. We describe risks and uncertainties that could cause actual results and events to differ materially in \u201cRisk Factors\u201d (Part 1, Item 1A of this Form 10-K), \u201cQuantitative and Qualitative Disclosures about Market Risk\u201d (Part II, Item 7A", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1029744_2020.htm (CIK: 1029744, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00828", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. Risk Factors.\nWe have listed below the material risk factors applicable to Ford or Ford Credit grouped into the following categories: Operational Risks; Macroeconomic, Market, and Strategic Risks; Financial Risks; and Legal and Regulatory Risks.\nOperational Risks\nFord and Ford Credit\u2019s financial condition and results of operations have been and may continue to be adversely affected by public health issues, including epidemics or pandemics such as COVID-19. Ford and Ford Credit face various risks related to public health issues, including epidemics, pandemics, and other outbreaks, including the global outbreak of COVID-19. The impact of COVID-19, including changes in consumer behavior, pandemic fears and market downturns, and restrictions on business and individual activities, has created significant volatility in the global economy and led to reduced economic activity. There have been extraordinary actions taken by international, federal, state, and local public health and governmental authorities to contain and combat the outbreak and spread of COVID-19 in regions throughout the world, including travel bans, quarantines, \u201cstay-at-home\u201d orders, and similar mandates for many individuals to substantially restrict daily activities and for many businesses to curtail or cease normal operations. To the extent cases surge in any locations, stringent limitations on daily activities that may have been eased previously could be reinstated in those areas. Further, if new strains of COVID-19 develop or sufficient amounts of vaccines are not available, not widely administered for a significant period of time, or otherwise prove ineffective, the impact of COVID-19 on the global economy, and, in turn, Ford and Ford Credit\u2019s financial condition, liquidity, and results of operations could be material.\nConsistent with the actions taken by governmental authorities, in late March 2020, Ford idled its manufacturing operations in regions around the world other than China, where manufacturing operations were suspended in January and February before beginning to resume operations in March. By May 2020, taking a phased approach and after introducing new safety protocols at its plants, Ford resumed manufacturing operations around the world.\nThe economic slowdown attributable to COVID-19 led to a global decrease in vehicle sales in markets around the world. As described in more detail below under \u201cIndustry sales volume in any of Ford\u2019s key markets can be volatile and could decline if there is a financial crisis, recession, or significant geopolitical event,\u201d a sustained decline in vehicle sales would have a substantial adverse effect on Ford\u2019s financial condition, results of operations, and cash flow.\nThe predominant share of Ford Credit\u2019s business consists of financing Ford and Lincoln vehicles, and the duration or resurgence of COVID-19 or similar public health issues may negatively impact the level of originations at Ford Credit. For example, Ford\u2019s suspension of manufacturing operations, a significant decline in dealer showroom traffic, and / or a reduction of operations at dealers may lead to a significant decline in Ford Credit\u2019s consumer and non-consumer originations. Moreover, a sustained decline in sales could have a significant adverse effect on dealer profitability and creditworthiness. Further, COVID-19 has had a significant negative impact on many businesses and unemployment rates have increased sharply from pre-COVID-19 levels. Ford Credit expects the economic uncertainty and higher unemployment to result in higher defaults in its consumer portfolio, and prolonged unemployment is expected to have a negative impact on both new and used vehicle demand.\nThe global economic slowdown and stay-at-home orders enacted across the United States disrupted auction activity in many locations, which adversely impacted and caused delays in realizing the resale value for off-lease and repossessed vehicles. Although auction performance has improve", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 38009_2020.htm (CIK: 38009, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00829", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11.EXECUTIVE COMPENSATION\nThe executive officers of the Fund do not receive compensation from the Fund. The Manager and its affiliates compensate the officers without additional payments by the Fund. See Item 13. \u201cCertain Relationships and Related Transactions, and Director Independence\u201d of this Annual Report for more information regarding Manager compensation and payments to affiliated entities.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1409947_2020.htm (CIK: 1409947, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00830", "source": "edgar", "source_license": "public_domain", "text": "Item 1A.\nRisk Factors.\nRisks Relating to our Search for, and Consummation of or Inability to Consummate, a Business Combination\nWe are a recently formed company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.\nBecause we lack an operating history, you have no basis upon which to evaluate our ability to achieve our business objective of completing our initial business combination with one or more target businesses. If we fail to complete our initial business combination, we will never generate any operating revenues.\nOur public stockholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete our initial business combination even though a majority of our public stockholders do not support such a combination.\nWe may choose not to hold a stockholder vote to approve our initial business combination unless the initial business combination would require stockholder approval under applicable law or stock exchange listing requirements or if we decide to hold a stockholder vote for business or other reasons. For instance, the Nasdaq rules currently allow us to engage in a tender offer in lieu of a stockholder meeting but would still require us to obtain stockholder approval if we were seeking to issue more than 20% of our outstanding shares to a target business as consideration in any business combination. Therefore, if we were structuring a business combination that required us to issue more than 20% of our outstanding shares, we would seek stockholder approval of such business combination. However, except as required by applicable law or stock exchange rules, the decision as to whether we will seek stockholder approval of a proposed business combination or will allow stockholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors, such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek stockholder approval. Accordingly, we may complete our initial business combination even if holders of a majority of our public shares do not approve of the initial business combination we complete.\nIf we seek stockholder approval of our initial business combination, our initial stockholders have agreed to vote in favor of such initial business combination, regardless of how our public stockholders vote.\nPursuant to a letter agreement, our sponsor, officers and directors have agreed to vote their founder shares, as well as any public shares purchased during or after the initial public offering (including in open market and privately negotiated transactions), in favor of our initial business combination. As a result, in addition to our initial stockholders\u2019 founder shares, we would need only 7,766,210, or 37.5% (assuming all outstanding shares are voted), or 1,294,368, or 6.25% (assuming only the minimum number of shares representing a quorum are voted), of the 20,000,000 public shares sold in the initial public offering and the additional 709,894 shares issued pursuant to over-allotment option to be voted in favor of an initial business combination in order to have our initial business combination approved. Our initial stockholders own shares representing 20% of our outstanding shares of common stock immediately following the completion of the initial public offering. Accordingly, if we seek stockholder approval of our initial business combination, the agreement by our initial stockholders to vote in favor of our initial business combination will increase the likelihood that we will receive the requisite stockholder approval for such initial business combination.\nYour only opportunity to affect the investment decision regarding a potential business combination will be limited to the exercise of your right to redeem your shares from us for cash, unless we seek stockholde", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1822873_2020.htm (CIK: 1822873, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00831", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nWe are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and, as such, we are not required to provide the information for this Item.\nITEM 2.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1160945_2020.htm (CIK: 1160945, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00832", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nAn investment in our common stock involves risks. The following is a description of the material risks and uncertainties that we believe affect our business and an investment in our common stock. Additional risks and uncertainties that we are unaware of, or that we currently deem immaterial, also may become important factors that affect the Company and our business. If any of the risks described in this Annual Report on Form 10-K were to occur, our financial condition, results of operations and cash flows could be materially and adversely affected. In such an event, the value of our common stock could decline and you could lose all or part of your investment.\nRisks Related to our Business\nThe COVID-19 pandemic has adversely impacted our business and financial results, and the ultimate impact will depend on future developments, which remain uncertain and cannot be predicted, including the scope and duration of the pandemic and actions taken by governmental authorities in response to the pandemic.\nThe COVID-19 pandemic continues to create extensive disruptions to the global economy and to the lives of individuals throughout the world. Governments, businesses and the public are taking unprecedented actions to contain the spread of COVID-19 and to mitigate its effects, including quarantines, travel bans, shelter-in-place orders, closures of businesses and schools, fiscal stimulus and legislation designed to deliver monetary aid and other relief. While the scope, duration and full effects of the pandemic are rapidly evolving and not fully known, the pandemic and related efforts to contain it have disrupted global economic activity, adversely affected the functioning of financial markets, impacted interest rates, increased economic and market uncertainty and disrupted trade and supply chains. If these effects continue for a prolonged period or result in sustained economic stress or recession, many of the risk factors identified in this Form 10-K could be exacerbated and such effects could have a material adverse impact on us in a number of ways related to credit, collateral, capital, customer demand, funding, liquidity, operations, interest rate risk, human capital and self-insurance, as described throughout this section in more detail.\nBecause there have been no comparable recent global pandemics that resulted in similar global impact, we do not yet know the full extent of COVID-19\u2019s effects on our business, operations or the global economy as a whole. Any future development will be highly uncertain and cannot be predicted, including the scope and duration of the pandemic, the effectiveness, distribution and acceptance of COVID-19 vaccines, third-party providers\u2019 ability to support our operations and any actions taken by governmental authorities and other third parties in response to the pandemic. The uncertain future development of this crisis could materially and adversely affect our business, operations, operating results, financial condition, liquidity and capital levels.\nKey employees could become sick from COVID-19, and current and future restrictions on how we operate our bank offices and operational departments could limit our ability to meet customer service expectations and have a material adverse effect on our\noperations. We rely on business processes and bank office activity that largely depend on people and technology, including access to information technology systems as well as information, applications, payment systems and other services provided by third parties. In response to COVID-19, we have modified our business practices with a portion of our employees working remotely from their homes to have our operations uninterrupted as much as possible. The continuation of these work-from-home measures also introduces additional operational risk, including that technology in employees\u2019 homes may not be as robust as in our offices and could cause the networks, information systems, applications and o", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1642081_2020.htm (CIK: 1642081, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00833", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nInvesting in our common stock involves risks. In evaluating our company, you should carefully consider the risks described below, together with all the information included or incorporated by reference in this report. The risks facing our company include, but are not limited to, those described below. Additional risks that we are not presently aware of or that we currently believe are immaterial may also impair our business operations. The occurrence of one or more of these events could significantly and adversely affect our business, financial condition, results of operations, cash flows, and stock price, and you could lose all or part of your investment.\nOperational and Strategic Risks\nThe effects of the COVID-19 pandemic have significantly affected the global and U.S. economies and financial markets, and may further disrupt our operations and the operations of our insureds, agents, and third parties upon which we rely.\nThe COVID-19 pandemic has caused significant disruption in the global and U.S. economies and financial markets. The spread of COVID-19 has caused illness, quarantines, cancellation of events and travel, business and school shutdowns, reduction in business activity, widespread unemployment, supply chain interruptions, and overall economic and financial market instability. The U.S. currently has the most reported COVID-19 cases in the world, and all 50 states and the District of Columbia have reported cases of infected individuals. All U.S. states, including California, where we generated 45% of our in-force premiums as of December 31, 2020, have declared states of emergency. Impacts of the COVID-19 pandemic to our business could be widespread and material, including, but not limited to, the following:\n\u2022employees contracting COVID-19;\n\u2022reductions in our operating effectiveness as our employees work from home;\n\u2022unavailability of key personnel necessary to conduct our business activities;\n\u2022reductions in our insureds' payrolls upon which our premiums are based;\n\u2022temporary or permanent closures of the businesses that we insure;\n\u2022significant volatility in financial markets that could materially affect our investment portfolio valuations and returns;\n\u2022government mandates and/or legislative changes, including premium grace periods and presumed COVID-19 compensability for all or certain occupational groups;\n\u2022increases in frequency and/or severity of compensable claims;\n\u2022increased credit risk;\n\u2022business disruption to independent insurance agents and brokers and/or our partners that market and sell our insurance products; and\n\u2022business disruptions to third parties that we outsource certain business functions to and upon whose technology we rely.\nWe are taking precautions to protect the safety and well-being of our employees while providing uninterrupted service to our policyholders and claimants. However, no assurance can be given that these actions will be sufficient, nor can we predict the level of disruption that will occur to our employees' ability to continue to provide customer support and service as they work\nfrom home. Furthermore, should the COVID-19 pandemic and its related macro-economic risks continue for an extended period of time, demand for our insurance products could be negatively impacted and the frequency and severity of our compensable claims could increase, each of which could result in a material adverse effect on our results of operations and financial condition.\nIt is not possible at this time to estimate the impact that the COVID-19 pandemic could have on our business, as the impact will depend on future developments, which are highly uncertain.\nIf we fail to price our insurance policies sufficiently, our business competitiveness, financial condition, and results of operations could be materially adversely affected.\nPremiums are based on the particular class of business and our estimates of expected losses and LAE and other expenses related to the policies we underwrite. We ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1379041_2020.htm (CIK: 1379041, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00834", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nAn investment in our securities involves a high degree of risk. You should consider carefully all of the risks described below, together with the other information contained in this Report, before making a decision to invest in our units. If any of the following events occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment.\nRisk Factors Summary\nThe following is a summary of the principal risks that could adversely affect our business, operations and financial results:\n\u2022\nWe are a recently incorporated company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.\n\u2022\nPast performance by our management team or their respective affiliates may not be indicative of future performance of an investment in us.\n\u2022\nOur shareholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete our initial business combination even though a majority of our shareholders do not support such a combination.\n\u2022\nYour only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash.\n\u2022\nIf we seek shareholder approval of our initial business combination, our Sponsor and members of our management team have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote.\n\u2022\nThe ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target.\n\u2022\nThe ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure.\n\u2022\nThe ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares.\n\u2022\nThe requirement that we consummate an initial business combination within 24 months after the closing of our Initial Public Offering may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders.\n\u2022\nOur search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the recent coronavirus (COVID-19) outbreak and the status of debt and equity markets.\n\u2022\nWe may not be able to consummate an initial business combination within 24 months after the closing of our Initial Public Offering, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate.\n\u2022\nIf we seek shareholder approval of our initial business combination, our Sponsor, directors, executive officers, advisors and their affiliates may elect to purchase public shares or warrants, which may influence a vote on a proposed business combination and reduce the public \u201cfloat\u201d of our Class A ordinary shares or public warrants.\n\u2022\nIf a shareholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for tendering its shares, such shares may not be ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1823855_2020.htm (CIK: 1823855, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00835", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nMD&A discusses Dominion Energy\u2019s results of operations and general financial condition and Virginia Power\u2019s results of operations. MD&A should be read in conjunction with Item 1. Business and the Consolidated Financial Statements in Item 8. Financial Statements and Supplementary Data. Virginia Power meets the conditions to file under the reduced disclosure format, and therefore has omitted certain sections of MD&A.\nCONTENTS OF MD&A\nMD&A consists of the following information:\n\u2022\nForward-Looking Statements\n\u2022\nAccounting Matters-Dominion Energy\n\u2022\nDominion Energy\n\u2022\nResults of Operations\n\u2022\nSegment Results of Operations\n\u2022\nVirginia Power\n\u2022\nResults of Operations\n\u2022\nLiquidity and Capital Resources-Dominion Energy\n\u2022\nFuture Issues and Other Matters-Dominion Energy\nFORWARD-LOOKING STATEMENTS\nThis report contains statements concerning the Companies\u2019 expectations, plans, objectives, future financial performance and other statements that are not historical facts. These statements are \u201cforward-looking statements\u201d within the meaning of the Private Securities Litigation Reform Act of 1995. In most cases, the reader can identify these forward-looking statements by such words as \u201canticipate,\u201d \u201cestimate,\u201d \u201cforecast,\u201d \u201cexpect,\u201d \u201cbelieve,\u201d \u201cshould,\u201d \u201ccould,\u201d \u201cplan,\u201d \u201cmay,\u201d \u201ccontinue,\u201d \u201ctarget\u201d or other similar words.\nThe Companies make forward-looking statements with full knowledge that risks and uncertainties exist that may cause actual results to differ materially from predicted results. Factors that may cause actual results to differ are often presented with the forward-looking statements themselves. Additionally, other factors may cause actual results to differ materially from those indicated in any forward-looking statement. These factors include but are not limited to:\n\u2022\nUnusual weather conditions and their effect on energy sales to customers and energy commodity prices;\n\u2022\nExtreme weather events and other natural disasters, including, but not limited to, hurricanes, high winds, severe storms, earthquakes, flooding, climate changes and changes in water temperatures and availability that can cause outages and property damage to facilities;\n\u2022\nThe impact of extraordinary external events, such as the current pandemic health event resulting from COVID-19, and their collateral consequences, including extended disruption of economic activity in our markets;\n\u2022\nFederal, state and local legislative and regulatory developments, including changes in or interpretations of federal and state tax laws and regulations;\n\u2022\nRisks of operating businesses in regulated industries that are subject to changing regulatory structures;\n\u2022\nChanges to regulated electric rates collected by the Companies and regulated gas distribution, transportation and storage rates collected by Dominion Energy;\n\u2022\nChanges in rules for RTOs and ISOs in which the Companies join and/or participate, including changes in rate designs, changes in FERC\u2019s interpretation of market rules and new and evolving capacity models;\n\u2022\nRisks associated with Virginia Power\u2019s membership and participation in PJM, including risks related to obligations created by the default of other participants;\n\u2022\nRisks associated with entities in which Dominion Energy shares ownership with third parties, including risks that result from lack of sole decision making authority, disputes that may arise between Dominion Energy and third party participants and difficulties in exiting these arrangements;\n\u2022\nChanges in future levels of domestic and international natural gas production, supply or consumption;\n\u2022\nImpacts to Dominion Energy\u2019s noncontrolling interest in Cove Point from fluctuations in future volumes of LNG imports or exports from the U.S. and other countries worldwide or demand for, purchases of, and prices related to natural gas or LNG;\n\u2022\nTiming and receipt of regulatory approvals necessary for planned construction or growth projects", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 715957_2020.htm (CIK: 715957, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00836", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nINDEX TO CONSOLIDATED FINANCIAL STATEMENTS\nReport of Independent Registered Public Accounting Firm\nTo the Stockholders and the Board of Directors of Red Rock Resorts, Inc.\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheets of Red Rock Resorts, Inc. (the Company) as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive (loss) income, stockholders' equity and cash flows for each of the three years in the period ended December 31, 2020, and the related notes and the financial statement schedule listed in the Index at Item 15(a)2 (collectively referred to as the \u201cconsolidated financial statements\u201d). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with U.S. generally accepted accounting principles.\nWe also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 23, 2021 expressed an unqualified opinion thereon.\nBasis for Opinion\nThese financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company\u2019s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\nCritical Audit Matter\nThe critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.\nValuation of Long-lived Assets at Operating Properties Closed as of December 31, 2020\nDescription of the Matter At December 31, 2020, the Company\u2019s long-lived assets totaled $3 billion. As discussed in Note 2, the Company reviews the carrying amounts of its long-lived assets, other than goodwill and indefinite-lived intangible assets, for impairment whenever events or changes in circumstances indica", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1653653_2020.htm (CIK: 1653653, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00837", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data.\nAcutus Medical, Inc.\nConsolidated Financial Statements\nPage\nReport of Independent Registered Public Accounting Firm\nConsolidated Balance Sheets\nConsolidated Statements of Operations and Comprehensive Loss\nConsolidated Statements of Preferred Stock and Stockholders\u2019 Equity (Deficit)\nConsolidated Statements of Cash Flows\nNotes to Consolidated Financial Statements\nReport of Independent Registered Public Accounting Firm\nTo the Stockholders and Board of Directors\nAcutus Medical, Inc.:\nOpinion on the Consolidated Financial Statements\nWe have audited the accompanying consolidated balance sheets of Acutus Medical, Inc. and subsidiary (the Company) as of December 31, 2020 and 2019, the related consolidated statements of operations and comprehensive loss, convertible preferred stock and stockholders\u2019 equity (deficit), and cash flows for each of the years in the two-year period ended December 31, 2020, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2020, in conformity with U.S. generally accepted accounting principles.\nBasis for Opinion\nThese consolidated financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.\n/s/ KPMG LLP\nWe have served as the Company\u2019s auditor since 2015.\nSan Diego, California\nMarch 18, 2021\nACUTUS MEDICAL, INC.\nConsolidated Balance Sheets\nThe accompanying notes are an integral part of these consolidated financial statements.\nACUTUS MEDICAL, INC.\nConsolidated Statements of Operations and Comprehensive Loss\nThe accompanying notes are an integral part of these consolidated financial statements.\nACUTUS MEDICAL, INC.\nConsolidated Statements of Convertible Preferred Stock and Stockholders\u2019 Equity (Deficit)\nThe accompanying notes are an integral part of these consolidated financial statements.\nACUTUS MEDICAL, INC.\nConsolidated Statements of Cash Flows\nThe accompanying notes are an integral part of these consolidated financial statements.\nAcutus Medical, Inc.\nNotes to Consolidated Financial Statements\nNote 1-Organization and Description of Business\nAcutus Medical, Inc. (the \u201cCompany\u201d) is an arrhythmia management company focused on improving the way cardiac arrhythmias are diagnosed and treated. The Company designs, manufactures and markets a range of tools for catheter-based ablation procedures to treat various arrhythmias. Th", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1522860_2020.htm (CIK: 1522860, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00838", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A.\nSummary of Risk Factors\nAn investment in our common stock involves various risks, and prospective investors are urged to carefully consider the matters discussed in the section titled \u201cRisk Factors\u201d prior to making an investment in our common stock. These risks include, but are not limited to, the following:\n\u2022\nOur ability to continue as a going concern is dependent on our success at raising additional capital sufficient to meet our obligations on a timely basis. If we fail to obtain additional financing when needed, we may be unable to complete the development, regulatory approval and commercialization of our product candidates.\n\u2022\nWe have incurred losses since inception, have a limited operating history on which to assess our business and anticipate that we will continue to incur losses for the foreseeable future.\n\u2022\nWe have never generated any revenue from product sales and may never be profitable.\n\u2022\nWe are dependent upon a single company for the manufacture and supply of cytisinicline.\n\u2022\nCytisinicline is currently our sole product candidate and there is no guarantee that we will be able to successfully develop and commercialize cytisinicline.\n\u2022\nThe development of our product candidate is dependent upon securing sufficient quantities of cytisinicline from the Laburnum anagyroides plant, which grows outside of the United States in a limited number of locations.\n\u2022\nIf we do not obtain the necessary regulatory approvals in the United States and/or other countries, we will not be able to sell cytisinicline.\n\u2022\nIt is difficult to evaluate our current business, predict our future prospects and forecast our financial performance and growth.\n\u2022\nThe outbreak of the novel strain of coronavirus, SARS-CoV-2, which causes COVID-19, could adversely impact our business, including our non-clinical development activities and planned clinical trials.\n\u2022\nWe expect to continue to rely on third parties to manufacture cytisinicline for use in clinical trials, and we intend to exclusively rely on Sopharma to produce and process cytisinicline, if approved. Our commercialization of cytisinicline could be stopped, delayed or made less profitable if Sopharma fails to obtain approval of government regulators, fails to provide us with sufficient quantities of product, or fails to do so at acceptable quality levels or prices.\n\u2022\nSopharma may breach its supply agreement with us and sell cytisinicline into our territories or permit third parties to export cytisinicline into our territories and negatively affect our commercialization efforts of our products in our territories.\n\u2022\nWe face substantial competition and our competitors may discover, develop or commercialize products faster or more successfully than us.\n\u2022\nWe may not be successful in obtaining or maintaining necessary rights to cytisinicline, product compounds and processes for our development pipeline through acquisitions and in-licenses.\nRISK FACTORS\nInvesting in our common stock involves a high degree of risk. You should consider carefully the risks and uncertainties described below, together with all of the other information contained in this Annual Report on Form 10-K and in the other periodic and current reports and other documents we file with the Securities and Exchange Commission, before deciding to invest in our common stock. If any of the following risks materialize, our business, financial condition, results of operation and future prospects will likely be materially and adversely affected. In that event, the market price of our common stock could decline and you could lose all or part of your investment. This list is not exhaustive and the order of presentation does not reflect management's determination of priority or likelihood.\nRisks Related to Our Financial Condition and Capital Requirements\nOur ability to continue as a going concern is dependent on our success at raising additional capital sufficient to meet our obligations on a timely basis. If we fail to obtain additional fina", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 949858_2020.htm (CIK: 949858, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00839", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data.\nThe following table below sets forth our selected consolidated historical financial data for the year ended December 31, 2020. The selected consolidated historical financial data has been derived from our audited consolidated financial statements, which is included elsewhere in this Form 10-K.\nThe selected consolidated financial information and other data presented below should be read in conjunction with our consolidated financial statements and notes thereto and \u201cITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1812554_2020.htm (CIK: 1812554, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00840", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk\nRisk Management\nWe have an integrated process for managing risk exposures, which is coordinated among our Risk Management, Finance and Investment Departments. The process is designed to assess and manage exposures on a consolidated company-wide basis. Brighthouse Financial, Inc. has established a Balance Sheet Committee (\u201cBSC\u201d). The BSC is responsible for periodically reviewing all material financial risks to us and, in the event risks exceed desired tolerances, informs the Finance and Risk Committee of the Brighthouse Financial, Inc. Board of Directors, considers possible courses of action and determines how best to resolve or mitigate such risks. In taking such actions, the BSC considers industry best practices and the current economic environment. The BSC also reviews and approves target investment portfolios in order to align them with our liability profile and establishes guidelines and limits for various risk-taking departments, such as the Investment Department. Our Finance Department and our Investment Department, together with Risk Management, are responsible for coordinating our ALM strategies throughout the enterprise. The membership of the BSC is comprised of the following members of Brighthouse\u2019s senior management: Chief Executive Officer, Chief Risk Officer, Chief Financial Officer, Chief Operating Officer and Chief Investment Officer.\nOur significant market risk management practices include, but are not limited to, the following:\nManaging Interest Rate Risk\nWe manage interest rate risk as part of our asset and liability management strategies, which include (i) maintaining an investment portfolio that has a weighted average duration approximately equal to the duration of our estimated liability cash flow profile, and (ii) maintaining hedging programs, including a macro interest rate hedging program. For certain of our liability portfolios, it is not possible to invest assets to the full liability duration, thereby creating some asset/liability mismatch. Where a liability cash flow may exceed the maturity of available assets, as is the case with certain retirement products, we may support such liabilities with equity investments, derivatives or other mismatch mitigation strategies. Although we take measures to manage the economic risks of investing in a changing interest rate environment, we may not be able to mitigate completely the interest rate or other mismatch risk of our fixed income investments relative to our interest rate sensitive liabilities. The level of interest rates also affects our liabilities for benefits under our annuity contracts. As interest rates decline, we may need to increase our reserves for future benefits under our annuity contracts, which would adversely affect our financial condition and results of operations.\nWe also employ product design and pricing strategies to mitigate the potential effects of interest rate movements. These strategies include the use of surrender charges or restrictions on withdrawals in some products and the ability to reset crediting rates for certain products.\nWe analyze interest rate risk using various models, including multi-scenario cash flow projection models that forecast cash flows of the liabilities and their supporting investments, including derivatives. These projections involve evaluating the potential gain or loss on most of our in-force business under various increasing and decreasing interest rate environments. State insurance department regulations require that we perform some of these analyses annually as part of our review of the sufficiency of our regulatory reserves. We measure relative sensitivities of the value of our assets and liabilities to changes in key assumptions using internal models. These models reflect specific product characteristics and include assumptions based on current and anticipated experience regarding lapse, mortality and interest crediting rates. In ad", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 733076_2020.htm (CIK: 733076, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00841", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6:\nSELECTED FINANCIAL DATA\nSmaller reporting companies are not required to provide the information required by this item.\nITEM 7:", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1642122_2020.htm (CIK: 1642122, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00842", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nYUMANITY THERAPEUTICS, INC.\nIndex to Consolidated Financial Statements\nPage(s)\nReport of Independent Registered Public Accounting Firm\nConsolidated Balance Sheets\nConsolidated Statements of Operations\nConsolidated Statements of Comprehensive Loss\nConsolidated Statements of Preferred Units and Stockholders\u2019 Equity/Members\u2019 Deficit\nConsolidated Statements of Cash Flows\nNotes to Consolidated Financial Statements\nReport of Independent Registered Public Accounting Firm\nTo the Board of Directors and Stockholders of Yumanity Therapeutics, Inc.\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheets of Yumanity Therapeutics, Inc. and its subsidiary (the \u201cCompany\u201d) as of December 31, 2020 and 2019, and the related consolidated statements of operations, of comprehensive loss, of preferred units and stockholders\u2019 equity/members\u2019 deficit and of cash flows for the years then ended, including the related notes (collectively referred to as the \u201cconsolidated financial statements\u201d). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.\nBasis for Opinion\nThese consolidated financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company\u2019s internal control over financial reporting. Accordingly, we express no such opinion.\nOur audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.\nEmphasis of Matter\nAs discussed in Note 1 to the consolidated financial statements, the Company will require additional financing to fund future operations. Management\u2019s evaluation of the events and conditions and management\u2019s plans to mitigate this matter is also described in Note 1.\n/s/ PricewaterhouseCoopers LLP\nBoston, Massachusetts\nMarch 31, 2021\nWe have served as the Company\u2019s auditor since 2018.\nYUMANITY THERAPEUTICS, INC.\nCONSOLIDATED BALANCE SHEETS\n(In thousands, except share/unit amounts)\nThe accompanying notes are an integral part of these consolidated financial statements.\nYUMANITY THERAPEUTICS, INC.\nCONSOLIDATED STATEMENTS OF OPERATIO", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1445283_2020.htm (CIK: 1445283, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00843", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS\nThis section presents management\u2019s perspective on our financial condition and results of operations. The following discussion and analysis is intended to highlight and supplement data and information presented elsewhere in this Annual Report on Form 10-K, including the Consolidated Financial Statements and related Notes, and should be read in conjunction with the accompanying tables. To the extent that this discussion describes prior performance, the descriptions relate only to the periods listed, which may not be indicative of our future financial outcomes. In addition to historical information, this discussion contains forward-looking statements that involve risks, uncertainties and assumptions that could cause results to differ materially from management\u2019s expectations. Factors that could cause such differences are discussed in the sections titled \u201cCautionary Note Regarding Forward-Looking Statements,\u201d \u201cSummary Risk Factors\u201d and \u201cRisk Factors\u201d in this Annual Report on Form 10-K. We assume no obligation to update any of these forward-looking statements.\nIn certain cases, numbers and percentages in the tables below may not foot due to rounding.\nOverview\nWe are a leading health insurance marketplace and Medicare-focused digital health company whose mission is to improve access to healthcare in America. Our proprietary technology platform leverages modern machine-learning algorithms powered by nearly two decades of insurance behavioral data to reimagine the optimal process for helping individuals find the best health insurance plan for their specific needs. Our differentiated combination of a vertically-integrated consumer acquisition platform and highly skilled and trained agents has enabled us to enroll millions of people in Medicare and individual and family plans since our inception. With a current commissionable market of nearly $30 billion, and nearly 11,000 Americans turning 65 years old every day and our track record of significant growth in net revenues in the Medicare space in the past five years, we believe we will continue to be one of the top choices for unbiased insurance advice to help navigate one of the most important purchasing decisions individuals make.\nBusiness Segments\nWe have four reportable segments: (i) Medicare-Internal, (ii) Medicare-External, (iii) Individual and Family Plans, or IFP and Other-Internal and (iv) IFP and Other-External. We organize the segments by product type, Medicare and IFP and Other, as well as by distribution channel, internal and external, as further described below. In addition, we separately report other expenses (classified as \u201cCorporate expenses\u201d in our financial statements), the primary components of which are corporate overhead expenses and shared service expenses that have not been allocated to the operating segments. The segment results provided herein may not be comparable to other companies. We refer to the Medicare-Internal and Medicare-External segments collectively as the \u201cMedicare segments\u201d and the IFP and Other-Internal and IFP and Other-External segments as the \u201cIFP and Other segments.\u201d\n\u2022Medicare-Internal: The Medicare-Internal segment relates to sales of products and plans by GoHealth-employed agents offering qualified prospects plans from multiple carriers, GoHealth-employed agents offering qualified prospects plans on a carrier-specific basis, or sales of products and plans through our online platform without the assistance of our agents, which we refer to as DIY. In this segment, we sell Medicare Advantage, Medicare Supplement, Medicare prescription drug plans, and Medicare Special Needs Plans, or SNPs. We earn revenue in this segment through commissions paid by carriers based on sales we generated, as well as enrollment fees, hourly fees and other fees for services performed for specific carriers and other partners. The Medicare-Internal segment is our largest and ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1808220_2020.htm (CIK: 1808220, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00844", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nSummary Compensation Table\nWe did not pay any compensation to any of our executive officers prior to the start of our fiscal year ending June 30, 2020; however, we did accrue salary for Mr. Adams in accordance with his related employment agreements for all periods subsequent to their effective dates.\nSummary Compensation Table\n(1) The aggregate grant date fair value of such awards were computed in accordance with Financial Accounting Standards Board ASC Topic 718, Stock Compensation (ASC Topic 718), and do not take into account estimated forfeitures related to service-based vesting conditions, if any. The valuation assumptions used in calculating these values are discussed in Note 9 of the Notes to Consolidated Financial Statements appearing elsewhere herein. These amounts do not represent actual amounts paid or to be realized. Amounts shown are not necessarily indicative of values to be achieved, which may be more or less than the amounts shown as awards may subject to time-based vesting.\n(2) Mr. Peizer became our Chief Executive Officer and Chairman in July 2018 at which time Mr. Adams became President and Chief Operating Officer, having previously served as our Chief Executive Officer and Chief Financial Officer, Treasurer and Corporate Secretary. The stock awards received by Mr. Peizer and Mr. Adams represented 1,600 shares of common stock and vested in full upon grant.\nNarrative Disclosures to Summary of Compensation Table\nEmployment Agreements\nOn April 11, 2016, we entered into an employment agreement with Mr. Adams, pursuant to which Mr. Adams was entitled to receive $250,000 as annual salary. The agreement was effective beginning April 11, 2016 and expired on July 2, 2019.\nOn July 9, 2018, Mr. Adams, our President and Chief Operating Officer, entered into an Accord and Debt Satisfaction Agreement with us, pursuant to which he agreed to release us from all liabilities (including the original contract dated March 23, 2017 to defer payment of his accrued salary, the promissory note issued by us to defer payment of accrued salary and subsequent unpaid salary), for an aggregate amount of $534,722, and received a cash payment of $25,694 in satisfaction. The gain of $509,028 on the settlement of debt was reflected as additional paid in capital.\nCompensation of Directors\nThere are no arrangements pursuant to which our directors are or will be compensated in the future for any services provided to the Company, except that each director shall receive stock options and common share grants as remuneration for their service in lieu of cash compensation. For the fiscal year ended June 30, 2020, each director received 800 stock options on the one-year anniversary of his or her service to the Company with an exercise price equal to the closing stock price on the day of the option grant. The total value of the options granted to directors for the fiscal year ended June 30, 2020 was $13,684 based on the Black-Scholes option value method. Each director also receives a stock grant of 1,600 common shares for every year of service. On January 2, 2020, our directors received a combined grant of 11,200 shares of common stock with a face value of $39,200 based on the closing stock price of $3.50 on the grant date.\nLong-Term Incentive Plans and Awards\nOther than the options granted as described above and our recently adopted 2019 Omnibus Equity Incentive Plan (the \u201c2019 Plan\u201d), we do not currently have any long-term incentive plans that provide compensation intended to serve as incentive for performance. Since prior to such grants, no individual grants or agreements regarding future payouts under non-stock price-based plans had been made to any executive officer or any director or any employee or consultant since our inception, no future payouts under non-stock price-based plans or agreements had been granted or entered into or exercised by our officer or director or employees or consultants.\n2019 Omnibus Equity ", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1580149_2020.htm (CIK: 1580149, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00845", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nThe information required by this item is incorporated by reference to our Proxy Statement relating to our 2020 Annual Meeting of Stockholders. The Proxy Statement will be filed with the Securities and Exchange Commission within 120 days of the fiscal year ended January 31, 2020.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1505952_2020.htm (CIK: 1505952, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00846", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data\nThe Company is a smaller reporting company as defined in Item 10 (f) of Regulation S-K and therefore is not required to provide the information under this item.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 96885_2020.htm (CIK: 96885, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00847", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nYou should consider carefully the following risks, along with the other information contained in or incorporated by reference in this Form 10-K. Additional risks and uncertainties also may adversely affect our business and\noperations. We routinely encounter and address risks, some of which may cause our future results to be materially different than we presently anticipate. The categories of risk we have identified in Item 1A.-Risk Factors include risks associated with our operations, governmental regulation and laws, our indebtedness and financial condition. These risk factors should be read in conjunction with Item 7.-Management's Discussion and Analysis of Financial Condition and Results of Operations in this Form 10-K and the Consolidated Financial Statements and related notes included elsewhere in this Form 10-K. If any of the following events actually occur, our business, financial results and financial condition could be materially adversely affected.\nRisks Associated with our Operations\nThe operation of power generation, distribution and transmission facilities involves significant risks.\nWe are in the business of generating and distributing electricity, which involves certain risks that can adversely affect financial and operating performance, including:\n\u2022changes in the availability of our generation facilities or distribution systems due to increases in scheduled and unscheduled plant outages, equipment failure, failure of transmission systems, labor disputes, disruptions in fuel supply, poor hydrologic and wind conditions, inability to comply with regulatory or permit requirements, or catastrophic events such as fires, floods, storms, hurricanes, earthquakes, dam failures, tsunamis, explosions, terrorist acts, cyber attacks or other similar occurrences; and\n\u2022changes in our operating cost structure, including, but not limited to, increases in costs relating to gas, coal, oil and other fuel; fuel transportation; purchased electricity; operations, maintenance and repair; environmental compliance, including the cost of purchasing emissions offsets and capital expenditures to install environmental emission equipment; transmission access; and insurance.\nOur businesses require reliable transportation sources (including related infrastructure such as roads, ports and rail), power sources and water sources to access and conduct operations. The availability and cost of this infrastructure affects capital and operating costs and levels of production and sales. Limitations, or interruptions in this infrastructure or at the facilities of our subsidiaries, including as a result of third parties intentionally or unintentionally disrupting this infrastructure or the facilities of our subsidiaries, could impede their ability to produce electricity.\nIn addition, a portion of our generation facilities were constructed many years ago and may require significant capital expenditures for maintenance. The equipment at our plants requires periodic upgrading, improvement or repair, and replacement equipment or parts may be difficult to obtain in circumstances where we rely on a single supplier or a small number of suppliers. The inability to obtain replacement equipment or parts may impact the ability of our plants to perform. Breakdown or failure of one of our operating facilities may prevent the facility from performing under applicable power sales agreements which, in certain situations, could result in termination of a power purchase or other agreement or incurrence of a liability for liquidated damages and/or other penalties.\nPower generation involves hazardous activities, including acquiring, transporting and unloading fuel, operating large pieces of rotating equipment and delivering electricity to transmission and distribution systems. In addition to natural risks, such as earthquakes, floods, lightning, hurricanes and wind, hazards, such as fire, explosion, collapse and machinery failure, are inherent risks in ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 874761_2020.htm (CIK: 874761, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00848", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors.\nRISK FACTORS\nInvesting in our Class A common stock involves a high degree of risk. Before deciding whether to purchase shares of our Class A common stock, you should consider carefully the risks and uncertainties described below, our consolidated financial statements and related notes, and all of the other information in this report. If any of the following risks actually occurs, our business, financial condition, results of operations, and prospects could be adversely affected. As a result, the price of our Class A common stock could decline and you could lose part or all of your investment.\nRisks Related to Our Business and Industry\nOur efforts to acquire new users and engage existing users may not be successful or may be more costly than we expect, which could prevent us from maintaining or increasing our revenue.\nOur success depends on our ability to attract new users and engage existing users in a cost-effective manner. In order to acquire and engage users, we must, among other things, promote and sustain our platform and provide high-quality products, user experiences, and service. Our marketing efforts currently include various initiatives and consist primarily of digital marketing on a variety of social media channels, such as Facebook, search engine optimization on websites, such as Google, Bing, and Yahoo!, various branding strategies, such as our relationship with the Los Angeles Lakers and social influencers, and mobile \u201cpush\u201d notifications, text messaging, and email. For the years ended December 31, 2020, 2019 and 2018, we spent $1.7 billion, $1.5 billion and $1.6 billion on sales and marketing, representing 67%, 77% and 91% of our revenue, respectively. We anticipate that sales and marketing expenses will continue to comprise a substantial majority of our overall operating costs for the foreseeable future. We have historically acquired a significant number of our users through digital advertising on platforms and websites owned by Facebook and Google, which may terminate their agreements with us anytime. Our investments in sales and marketing may not effectively reach potential users, potential users may decide not to buy through us, or user spend on our platform may not yield the intended return on investment, any of which could negatively affect our financial results.\nMany factors, some of which are beyond our control, may reduce our ability to acquire, maintain and further engage with users, including those described in this \u201cRisk Factors\u201d section and the following:\n\u2022\nsystem updates to app stores and advertising platforms such as Facebook and Google, including adjustments to algorithms that may decrease user engagement or negatively affect our ability to target a broad audience;\n\u2022\nchanges in advertising platforms\u2019 pricing, which could result in higher advertising costs;\n\u2022\nchanges in digital advertising platforms\u2019 policies, such as those of Facebook and Google, that may delay or prevent us from advertising through these channels, which could result in reduced traffic to and sales on our platform;\n\u2022\nchanges in search algorithms by search engines;\n\u2022\ninability of our email marketing messages to reach the intended recipients\u2019 inbox;\n\u2022\nineffectiveness of our marketing efforts and other spend to continue to acquire new users and maintain and increase engagement with existing users;\n\u2022\ndecline in popularity of, or governmental restrictions on, social media platforms where we advertise;\n\u2022\nthe development of new search engines or social media sites that reduce traffic on existing search engines and social media sites;\n\u2022\nconsumer behavior changes as a result of COVID-19; and\n\u2022\nproducts listed by merchants on our platform that are the subject of adverse media reports, regulatory investigations, or other negative publicity.\nAs a result of any of these factors or any additional factors that are outside of our control, if we are unable to continue acquiring new users or increasing engagement with existi", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1822250_2020.htm (CIK: 1822250, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00849", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures about Market Risks\nInterest Rate Fluctuation Risk\nWe are exposed to market risk related to changes in interest rates.\nAs of December 31, 2020, our cash and cash equivalents consisted of cash and money market accounts. Our interest income is sensitive to changes in the general level of U.S. interest rates. However, because of the short-term nature of the instruments in our portfolio, an immediate 10% change in market interest rates would not have a material impact on the fair market value of our investment portfolio or on our financial position or results of operations.\nAs of December 31, 2020, we had outstanding borrowings under the Term Loan Facility. We accrue interest at a rate equal to the greater of either (i) the Prime Rate (as reported in The Wall Street Journal) plus 4.40%, and (ii) 9.65%. An immediate 10% change in the Prime Rate would not have a material impact on our debt-related obligations, financial position or results of operations\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1609809_2020.htm (CIK: 1609809, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00850", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\nThe information contained in this section should be read in conjunction with our audited consolidated financial statements and related notes thereto and other financial information included elsewhere in this annual report on Form 10-K.\nOverview\nWe are a real estate credit focused company that originates, structures, funds and manages high yielding commercial real estate credit investments, including mezzanine loans, first mortgage loans, subordinated mortgage loans and preferred equity investments throughout the United States, which we collectively refer to as our targeted assets. Our loans finance the acquisition, construction, development or redevelopment of quality commercial real estate in the United States. We focus on the origination of middle market loans in the approximately $10 million to $50 million range, to finance properties primarily in primary and secondary markets. We believe loans of this size are subject to less competition, offer higher risk adjusted returns than larger loans with similar risk metrics and facilitate portfolio diversification. Our objective is to continue to provide attractive risk-adjusted returns to our stockholders, primarily through regular distributions. There can be no assurances that we will be successful in meeting our objective.\nAs of December 31, 2020, we held a net loan portfolio (gross loans less obligations under participation agreements and secured borrowing) comprised of 20 loans in eight states with an aggregate net principal balance of $334.6 million, a weighted average coupon rate of 8.1%, a weighted average loan-to-value ratio of 76.0% and a weighted average remaining term to maturity of 1.59 years.\nEach of our loans was originated by Terra Capital Partners or its affiliates. Our portfolio is diversified geographically with underlying properties located in 20 markets across eight states and by loan structure and property type. The portfolio includes diverse property types such as multifamily housing, condominiums, hotels, student housing, commercial offices, medical offices and mixed-use properties. The profile of these properties ranges from stabilized and value-added properties to pre-development and construction. Our loans are structured across mezzanine debt, first mortgages, and preferred equity investments.\nWe were incorporated under the general corporation laws of the State of Maryland on December 31, 2015. Through December 31, 2015, our business was conducted through a series of predecessor private partnerships. At the beginning of 2016, we completed the merger of these private partnerships into a single entity as part of our plan to reorganize our business as a REIT for federal income tax purposes. Following the REIT formation transaction, Terra Fund 5 contributed the consolidated portfolio of net assets of the Terra Funds to our company in exchange for all of the shares of our common stock.\nOn March 1, 2020, Terra Property Trust 2 merged with and into our company and we continued as the surviving corporation. In connection with the Merger, we issued 2,116,785.76 shares of our common stock to Terra Fund 7, the sole stockholder of Terra Property Trust 2, in exchange for the settlement of $17.7 million of participation interests in loans held by us, cash of $16.9 million and other working capital. In addition, on March 2, 2020, we issued 2,457,684.59 shares of our common stock to Terra Offshore REIT in exchange for the settlement of $32.1 million of participation interests in loans also held by us, $8.6 million in cash and other net working capital. The shares of common stock were issued in private placements in\nreliance on Section 4(a)(2) under the Securities Act and the rules and regulations promulgated thereunder. We consummated these transactions with the objective of increasing the size and scale of our loan portfolio, further strengthening our balance sheet and positi", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00851", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk\nThe Company, like other financial institutions, is subject to direct and indirect market risk. Direct market risk exists from changes in interest rates. The Company\u2019s net income is dependent on its net interest income. Net interest income is susceptible to interest rate risk to the degree that interest-bearing liabilities mature or reprice on a different basis than interest-earning assets. When interest-bearing liabilities mature or reprice more quickly than interest-earning assets in a given period, a significant increase in market rates of interest could adversely affect net interest income. Similarly, when interest-earning assets mature or reprice more quickly than interest-bearing liabilities, falling interest rates could result in a decrease in net interest income.\nIn an attempt to manage the Company\u2019s exposure to changes in interest rates, management monitors the Company\u2019s interest rate risk. Each subsidiary bank has an asset/liability management committee of the board of directors that meets quarterly to review the bank\u2019s interest rate risk position and profitability, and to make or recommend adjustments, as necessary, for consideration by the full board of each bank.\nInternal asset/liability management teams consisting of members of the subsidiary banks\u2019 management meet bi-weekly to manage the mix of assets and liabilities to maximize earnings and liquidity and minimize interest rate and other risks. Management also reviews the subsidiary banks\u2019 securities portfolios, formulates investment strategies, and oversees the timing and implementation of transactions to assure attainment of the board\u2019s objectives in the most effective manner. Notwithstanding the Company\u2019s interest rate risk management activities, the potential for changing interest rates is an uncertainty that can have an adverse effect on net income.\nIn adjusting the Company\u2019s asset/liability position, the board of directors and management attempt to manage the Company\u2019s interest rate risk while maintaining or enhancing net interest margins. At times, depending on the level of general interest rates, the relationship between long-term and short-term interest rates, market conditions and competitive factors, the board of directors and management may decide to increase the Company\u2019s interest rate risk position somewhat in order to increase its net interest margin. The Company\u2019s results of operations and net portfolio values remain vulnerable to increases in interest rates and to fluctuations in the difference between long-term and short-term interest rates.\nOne method used to quantify interest rate risk is a short-term earnings at risk summary, which is a detailed and dynamic simulation model used to quantify the estimated exposure of net interest income to sustained interest rate changes. This simulation model captures the impact of changing interest rates on the interest income received and interest expense paid on all interest sensitive assets and liabilities reflected on the Company\u2019s consolidated balance sheet. This sensitivity analysis demonstrates net interest income exposure annually over a five-year horizon, assuming no balance sheet growth, no balance sheet mix change, and various interest rate scenarios including no change in rates; 100, 200, 300 and 400 basis point upward shifts; and 100 and 200 basis point downward shifts in interest rates, where interest-bearing assets and liabilities reprice at their earliest possible repricing date.\nThe model assumes parallel and pro rata shifts in interest rates over a twelve-month period for the 200 basis point upward shift and 100 and 200 basis point downward shifts. For the 400 basis point upward shift, the model assumes a parallel and pro rata shift in interest rates over a twenty-four month period.\nFurther, in recent years, the Company added additional interest rate scenarios where interest rates experience a parallel and instantaneous shi", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 906465_2020.htm (CIK: 906465, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00852", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data\n(1) Book value at end-of-period calculated by dividing shareholders' equity by number of outstanding common shares at end of period.\n(2) Dividend payout ratio calculated by dividing dividends declared during the year by net income.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1141807_2020.htm (CIK: 1141807, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00853", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nGeneral\nThe Company operates the Resort, which contains condominium units that have been sold to third parties or to affiliates of the Company. The majority of the condominium units are hotel accommodations that participate in the Rental Pool. Other resort facilities owned by the Company and its affiliates include golf courses, tennis courts, a spa, restaurants and a conference center.\nRecent Accounting and Reporting Pronouncements\nIn August 2020, the Financial Accounting Standards Board issued Accounting Standards Update (\u201cASU\u201d) 2020-06, which amends and simplifies existing guidance in an effort to reduce the complexity of accounting for convertible instruments and to provide financial statement users with more meaningful information. ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, including interim periods therein, with early adoption permitted for fiscal years beginning after December 15, 2020. This update may be applied retrospectively or on a modified retrospective basis with the cumulative effect recognized as an adjustment to the opening balance of retained earnings on the date of adoption. Additionally, this update provides for a one-time irrevocable election by entities to apply the fair value option in accordance with ASC Topic 825-10, \u201cFinancial Instruments - Overall,\u201d for any liability-classified convertible securities, with the difference between the carrying amount and the fair value recorded as a cumulative-effect adjustment to opening retained earnings as of the beginning of the period of adoption. We do not anticipate any impact upon adoption.\nCritical Accounting Policies and Estimates\nThe following accounting policies are considered critical by the Company\u2019s management. These and other accounting policies require that estimates be made based on assumptions and judgment that affect revenues, expenses, assets, liabilities and disclosure of contingencies in the Company\u2019s financial statements. These estimates and assumptions are based on historical experience and on various other factors that are believed to be reasonable under the circumstances. However, actual results may differ from these estimates due to different conditions.\nAsset Impairments - The Company\u2019s management periodically evaluates whether there has been a permanent impairment of long-lived assets. The Company\u2019s management believes that the accounting estimates related to asset impairments are critical estimates for the following reasons: (1) the ongoing changes in management\u2019s expectations regarding future utilization of assets; and (2) the impact of an impairment on reported assets and earnings could be material. During the years ended December 31, 2020 and 2019, the Company\u2019s management evaluated long-lived assets for impairment and concluded that no impairment charge was necessary during the years then ended.\nDepreciation Expense - The Company provides for depreciation using the straight-line method at annual rates that amortize the original costs, net of salvage values, of the depreciable assets over their estimated useful lives. Management\u2019s estimation of assets\u2019 useful lives are critical estimates for the following reasons: (1) forecasting the salvage value for long-lived assets over a long period of time is subjective; (2) changes may take place that could render an asset obsolete or uneconomical; and (3) a change in the useful life of a long-lived asset could have a material impact on reported results of operations and reported asset values. The Company\u2019s management believes the estimated useful life corresponds to the anticipated physical life for most assets. Although it is difficult to predict values far into the future, the Company has a long history of actual costs and values that are considered in reaching a conclusion as to the appropriate useful life of an asset.\nRevenue Recognition - Resort revenues are recogn", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 313151_2020.htm (CIK: 313151, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00854", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS.\nOur business is subject to various risks and uncertainties. The risks described below are those we believe are the material risks we face. Any of the risk factors described below, as well as risks not currently known to us, could significantly and adversely affect our business, cash flows, financial condition, results of operations, liquidity or access to sources of financing.\nWe face risks related to the effect of economic uncertainty.\nIn the event of an economic downturn or slow recovery, our growth prospects, results of operations, cash flows and financial condition could be adversely impacted. Our stores offer arts and crafts supplies and products for the crafter and custom framing for the do-it-yourself home decorator, which are viewed as discretionary items. Pressure on discretionary income brought on by economic downturns and slow recoveries, including housing market declines, rising energy prices and weak labor markets, may cause consumers to reduce the amount they spend on discretionary items. The inherent uncertainty related to predicting economic conditions makes it difficult for us to accurately forecast future demand trends, which could cause us to purchase excess inventories, resulting in increases in our inventory carrying cost, or limit our ability to satisfy customer demand and potentially lose market share.\nWe face risks related to our substantial indebtedness.\nOur substantial leverage could adversely affect our ability to raise additional capital to fund our operations, limit our ability to react to changes in the economy or our industry, expose us to interest rate risk associated with our variable rate debt and prevent us from meeting our obligations under our 2027 senior notes and credit facilities. As of February 1, 2020, we had total outstanding debt of $2,682.6 million, of which $2,182.6 million was subject to variable interest rates and $500.0 million was subject to fixed interest rates. In April 2018, we executed two interest rate swap agreements with an aggregate notional value of $1 billion which are intended to mitigate interest rate risk associated with future changes in interest rates for borrowings under our term loan credit facility with JP Morgan Chase Bank, N.A. (\u201cJPMorgan\u201d) and other lenders (\u201cAmended and Restated Term Loan Credit Facility\u201d). As a result of these interest rate swaps, our exposure to interest rate volatility for $1 billion of our Amended and Restated Term Loan Credit Facility was eliminated beginning in the second quarter of fiscal 2018. As of February 1, 2020, we had $768.1 million of additional borrowing capacity (after giving effect to $81.9 million of letters of credit then outstanding) under our asset-based revolving credit agreement with Wells Fargo Bank, National Association and other lenders (\u201cAmended Revolving Credit Facility\u201d). Our substantial indebtedness could have important consequences to us, including:\n\u25cfmaking it more difficult for us to satisfy our obligations with respect to our debt, and any failure to comply with the obligations under our debt instruments, including restrictive covenants, could result in an event of default under the agreements governing our indebtedness;\n\u25cfincreasing our vulnerability to general economic and industry conditions;\n\u25cfrequiring a substantial portion of our cash flow from operations to be dedicated to the payment of principal and interest on our debt, thereby reducing our ability to use our cash flow to fund our operations, capital expenditures, selling and marketing efforts, product development, future business opportunities and other purposes;\n\u25cfexposing us to the risk of increased interest rates as certain of our borrowings, including borrowings under our Amended Revolving Credit Facility and our Amended and Restated Term Loan Credit Facility (collectively defined as the \u201cSenior Secured Credit Facilities\u201d), are at variable rates;\n\u25cfrestricting us from making strategic acquisitions or causing us to make non", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1593936_2020.htm (CIK: 1593936, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00855", "source": "edgar", "source_license": "public_domain", "text": "Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nThe consolidated financial statements of Liberty Global are filed under this Item, beginning on page II-45. Financial statement schedules are filed under Item 15 of this Annual Report on Form 10-K.\nItem 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1570585_2020.htm (CIK: 1570585, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00856", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nOur future results of operations, financial condition and liquidity and the market price for our securities are subject to numerous risks, many of which are driven by factors that we cannot control. The following cautionary discussion of risks, uncertainties and assumptions relevant to our business includes factors we believe could cause our actual results to differ materially from expected and historical results. Other factors beyond those listed below, including factors unknown to us and factors known to us which we have not currently determined to be material, could also adversely affect our business, results of operations, financial condition, prospects and cash flows. Also see \u201cForward-looking Statements\u201d above.\nRisks Relating to our Business\nCOVID-19\nThe Covid-19 crisis creates an environment in which no person can be certain about what is next. The global reach and impact are far reaching and place extreme pressure on financing, sales, accounts receivable collection cycles, and any growth plan. We believe the Covid-19 virus crisis may have a delaying effect on our plans for growth and expansion. We urge the reader to consider our forward-looking statements in light of the extraordinary circumstances of today\u2019s business, social and economic climate. While our company is mobilizing to be a solutions provider to help inhibit the spread of Covid-19, these business plans are not mature and may be more difficult that we expect. While it may be reasonable to assume that the crisis will subside, we cannot be certain about the timing and a host of impacts that cannot be easily predicted to occur.\nOur limited operating history makes evaluation of our business difficult.\nWe have limited and only nominal historical financial data upon which to base planned operating expenses or forecast accurately our future operating results. Because our operations are not yet sufficient to fund our operational expenses, we rely on investor capital to fund operations. Our limited operational history makes it difficult to forecast the need for future financing activities. Further, our limited operating history will make it difficult for investors and securities analysts to evaluate our business and prospects. Our failure to address these risks and difficulties successfully could seriously harm us.\nWe have never generated significant revenues, have a history of losses, and cannot assure you that we will ever become or remain profitable.\nWe have not yet generated enough revenue or gross profit from operations to fund our expenses, and, accordingly, we have incurred net losses every year since our inception. We have funded the majority of our activities through the issuance of convertible debt or equity securities. Although we are devoting more energy and money to our sales and marketing activities, we continue to anticipate net losses and negative cash flow for the foreseeable future. Our ability to reach positive cash flow depends on many factors, including our ability to fund sales and marketing activities, and the rate of client adoption. There can be no assurance that our revenues will be sufficient for us to become profitable in 2021 or future years, or thereafter maintain profitability. We may also face unforeseen problems, difficulties, expenses or delays in implementing our business plan, including regulatory hurdles.\nOur cash requirements are significant. We will continue to require additional financing to sustain our operations and without it we may not be able to continue operations.\nOur cash requirements and expenses continue to be significant. Our net cash used in continuing operations for the year ended December 31, 2020, was $4,154,000, almost $350,000 per month on average. During 2020, we generated $2,432,000 in consolidated gross revenues, about $200,000 per month on average. Thus, in order to become profitable, we must significantly increase our revenues. Although our revenues are increasing through sales of ou", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 880242_2020.htm (CIK: 880242, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00857", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.\nOur market risk is impacted by changes in foreign currency exchange rates as well as changes in interest rates.\nWe occasionally utilize derivative instruments as part of our overall financial risk management policy, but do not use derivative instruments for speculative or trading purposes.\nForeign Currency Exchange Rate Risk\nBecause we operate throughout North America, Australia and New Zealand and approximately 13.1% of our fiscal year 2020 net sales were generated outside the United States, foreign currency exchange rates can impact our financial position, results of operations and competitive position. The financial statements of foreign subsidiaries are translated into their U.S. dollar equivalents at end-of-period exchange rates for assets and liabilities, while income and expenses are translated at average monthly exchange rates. Translation gains and losses are components of other comprehensive loss as reported in the statements of consolidated comprehensive income. Transaction gains and losses arising from fluctuations in currency exchange rates on transactions denominated in currencies other than the functional currency are recognized in the statements of consolidated income as a component of other income, net. Applied does not currently hedge the net investments in our foreign operations.\nDuring the course of the fiscal year, the Canadian, Mexican, Australian and New Zealand currency exchange rates decreased in relation to the U.S. dollar by 4.0%, 17.1%, 1.8% and 4.0%, respectively. In the twelve months ended June 30, 2020, we experienced net foreign currency translation losses totaling $18.5 million, which were included in other comprehensive loss. We utilize a sensitivity analysis to measure the potential impact on earnings based on a hypothetical 10% change in foreign currency rates. Excluding the non-cash goodwill impairment charge recorded in fiscal 2020, a 10% strengthening of the U.S. dollar relative to foreign currencies that affect the Company from the levels experienced during the year ended June 30, 2020 would have resulted in a $1.3 million decrease in net income for the year ended June 30, 2020. Excluding the non-cash goodwill impairment charge recorded in fiscal 2020, a 10% weakening of the U.S. dollar relative to foreign currencies that affect the Company from the levels experienced during the year ended June 30, 2020 would have resulted in a $1.3 million increase in net income for the year ended June 30, 2020.\nInterest Rate Risk\nOur primary exposure to interest rate risk results from our outstanding debt obligations with variable interest rates. The levels of fees and interest charged on our various debt facilities are based upon leverage levels and market interest rates. The Company uses interest rate swap instruments to mitigate variability in forcasted interest rates.\nOur variable interest rate debt facilities outstanding include our five-year credit facility, which provides for a revolving credit facility with a capacity of up to $250.0 million in borrowings with no balance outstanding at June 30, 2020, a $780.0 million term loan, of which $589.3 million was outstanding at June 30, 2020, and a $175.0 million trade receivable securitization facility, all of which was outstanding at June 30, 2020. In January 2019, the Company entered into an interest rate swap on $463.0 million of the Company\u2019s U.S. dollar-denominated unsecured variable rate debt. The notional amount of the interest rate swap was $431.0 million as of June 30, 2020. The interest rate swap effectively converts a portion of the floating rate interest payment into a fixed rate interest payment. The Company designated the interest rate swap as a pay-fixed, receive-floating interest rate swap instrument and is accounting for this derivative as a cash flow hedge. Fixed interest rate debt facilities include $170.0 million outstanding under our unsecured shelf facility agre", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 109563_2020.htm (CIK: 109563, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00858", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nOur business and operations are subject to numerous risks, many of which are described below and elsewhere in this Annual Report on Form 10-K. If any of the events described below or elsewhere in this Annual Report on Form 10-K occur, our business and results of operations could be harmed. Additional risks and uncertainties that are not presently known to us, or which we currently deem to be immaterial, could also harm our business and results of operations.\nRisks related to the impact of the COVID-19 pandemic:\nOur business, financial condition and results of operations have been and may continue to be adversely affected by global public health pandemics, including the recent COVID-19 pandemic.\nOur business, financial condition and results of operations have been and may continue to be adversely affected if the COVID-19 pandemic, or another global health crisis, impacts our employees, suppliers, customers, financing sources or others\u2019 ability to conduct business or negatively affects consumer and business confidence or the global economy. The COVID-19 health crisis has affected large segments of the global economy, including the markets we operate in. The COVID-19 pandemic began affecting our business in the fourth quarter of fiscal 2020. In response to the COVID-19 pandemic, beginning in late March 2020, we had limited production at our facility in Batavia, New York, with only a small staff present, which significantly reduced our production capabilities for approximately three weeks. As of June 2020, we are now nearing the pre-COVID-19 headcount of our production workforce and have applied numerous new health and safety protocols for those working onsite.\nThe pandemic and any additional preventative or protective actions that governments or we may take in response to the COVID-19 pandemic may have a material adverse effect on our business or our suppliers, distribution channels, and customers, including business shutdowns or disruptions for an indefinite period of time, reduced operations, restrictions on shipping, fabricating or installing products, reduced consumer demand or customers\u2019 ability to make payments. We have and may continue to experience additional operating costs due to increased challenges with our workforce (including as a result of illness, absenteeism or government orders), implementing further precautionary measures to protect the health of our workforce, increased project cancellations or projects put on hold, access to supplies, capital, and fundamental support services (such as shipping and transportation). Any resulting financial impact cannot be fully estimated at this time, but may materially affect our business, financial condition or results of operations. The extent to which the COVID-19 pandemic affects our results will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to contain the pandemic or treat its impact, among others.\nThe impact of the COVID-19 pandemic may also exacerbate other risks discussed in this Item 1A - Risk Factors, any of which could have a material adverse effect on us. The situation surrounding the COVID-19 pandemic and its impact is changing rapidly and additional impacts may arise that we are presently unaware of.\nThe COVID-19 pandemic may disrupt and cause delays in our supply chains, and such disruptions could adversely affect our results of operations and financial performance.\nThe raw materials that we source come from a wide variety of domestic and international suppliers. Global sourcing of many of the products we sell is an important factor in our financial results. It is possible that the ongoing COVID-19 pandemic could cause a disruption in our supply chain. If that supply chain is disrupted for an extended period of time, including due to the COVID-19 pandemic or another global health crisis, our ability to meet cu", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 716314_2020.htm (CIK: 716314, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00859", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nAs a \u201csmaller reporting company,\u201d as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information called for by this Item.\nITEM 8", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1104855_2020.htm (CIK: 1104855, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00860", "source": "edgar", "source_license": "public_domain", "text": "Item 7.\nManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nThe following discussion contains statements that are forward-looking. These statements are based on expectations and assumptions that are subject to risks and uncertainties. Actual results could differ materially because of, among other reasons, factors discussed in Item 1A - Risk Factors and elsewhere in this Annual Report. The commentary should be read in conjunction with the consolidated financial statements and related notes and other statistical information included in this Annual Report.\nOverview\nTSS, Inc. (\u201cTSS\u201d, the \u201cCompany\u201d, \u201cwe\u201d, \u201cus\u201d or \u201cour\u201d) provides comprehensive services for the planning, design, deployment, maintenance, and refurbishment of end-user and enterprise systems, including the mission-critical facilities they are housed in. We provide a single source solution for enabling technologies in data centers, operation centers, network facilities, server rooms, security operations centers, communications facilities and the infrastructure systems that are critical to their function. Our services include technology consulting, design and engineering, project management, systems integration, system installations, facilities management and IT procurement services. Our headquarters and our integration facility are located in Round Rock, Texas\nOur business is concentrated on the data center infrastructure and services market. This market continues to be highly competitive as commerce moves to cloud-based solutions and as data storage requirements continue to escalate for many industries. These underlying macroeconomic trends are driving demand for more information technology equipment, more efficient data center design and operation, resulting in continued overall growth in this market. We compete against many larger competitors who have greater resources than we do, which may affect our competitiveness in the market. We rely on several large customers to win contracts and to provide business to us under \u201cMaster Service Agreements\u201d, and the loss of such customers would have a material negative effect on our results.\nDuring 2019 we began providing procurement and reseller services for our clients. Previously almost all inventory used in our systems integration business was consigned to us by our original equipment manufacturer (OEM) and end-user customers. We now offer our customers the ability to procure third-party hardware, software and services on their behalf that are then used in our integration services as we integrate these components to deliver a completed system to our customer. In some cases, we also act as an agent and arrange for the purchase of third-party hardware, software or services that are resold directly to the OEM and other customers. These procurement and reseller services allow us to develop relationships with new hardware, software and professional service providers and allow us to generate higher profits on integration projects by broadening our revenue and customer base.\nIn March 2020, the coronavirus disease 2019 (\u201cCOVID-19\u201d) was declared a pandemic by the World Health Organization and a national emergency by the U.S. Government. The pandemic has negatively affected the U.S. and global economy, disrupted global supply chains and financial markets, and resulted in governments around the world implementing increasingly stringent measures to help control the spread of the virus, including quarantines, \u201cshelter in place\u201d and \u201cstay at home\u201d orders, travel restrictions, business curtailments, school closures and other measures. In addition, governments and central banks in several parts of the world have enacted fiscal and monetary stimulus measures to counteract the impacts of COVID-19.\nThe onset of the COVID-19 pandemic had an immediate and ongoing impact on our operations in both our facilities segment and our systems integration segment during 2020. Travel restrictions and other customer actions ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1320760_2020.htm (CIK: 1320760, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00861", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. Selected Financial Data\n(a)Fiscal 2019 and Fiscal 2017 include a pension settlement charge and Fiscal 2017 includes a loss on early extinguishment of debt.\n(b)Fiscal 2018 includes an impairment charge of $99.3 million and a net benefit from the enactment of the 2017 Tax Act.\n(c)On February 3, 2019, we adopted ASU 2016-02, Leases (Topic 842) using the modified retrospective method under ASU 2018-11, allowing us to not restate our prior period Consolidated Balance Sheets to reflect the new guidance. The adoption of the new lease standard significantly increased assets and current and long term liabilities on our Consolidated Balance Sheets as we recorded operating lease right of use assets and corresponding operating lease liabilities. For additional information, see Note L - Leases of Notes of Consolidated Financial Statements.\n(d)Defined as long-term debt, exclusive of current installments, and in fiscal 2020 inclusive of long term operating lease liability.\n(e)Defined as shareholders\u2019 equity, short-term debt, and long-term debt including current maturities (and in fiscal 2020 exclusive of operating lease liabilities).\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 109198_2020.htm (CIK: 109198, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00862", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nSummary of Risk Factors\nAn investment in our securities involves a high degree of risk. Below is a summary of the principal risk factors that make an investment in our securities speculative or risky. This summary does not address all of the risks that we face. Additional discussion of the risks summarized in this summary of risk factors, and other risks that we face, can be founded below in \u201cRisk Factors\u201d and should be carefully considered, together with other information in this Annual Report on Form 10-K. Our principal risks and uncertainties include, but are not limited to, the following risks, uncertainties and other factors:\n\u00b7our being a recently incorporated company with no operating history and no revenues;\n\u00b7our ability to select an appropriate target business or businesses;\n\u00b7our ability to complete our initial business combination;\n\u00b7our expectations around the performance of a prospective target business or businesses;\n\u00b7our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;\n\u00b7our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination;\n\u00b7our potential ability to obtain additional financing to complete our initial business combination;\n\u00b7our pool of prospective target businesses;\n\u00b7our ability to consummate an initial business combination due to the uncertainty resulting from the recent COVID-19 pandemic;\n\u00b7the ability of our officers and directors to generate a number of potential business combination opportunities; and\n\u00b7our public securities' potential liquidity and trading.\nRisk Factors\nYou should carefully consider all of the risks described below, together with the other information contained in this report, including the financial statements. If any of the following risks occur, our business, financial condition or results of operations may be materially and adversely affected. In that event, the trading price of our securities could decline, and an investor could lose all or part of their investment. The risk factors described below are not necessarily exhaustive and you are encouraged to perform your own investigation with respects to us and our business.\nWe are an early stage company with limited operating history and no revenues, and you have little basis on which to evaluate our ability to achieve our business objective.\nWe are an early stage company established under the laws of the Cayman Islands with limited operating results and no revenues. Because we lack significant operating history, you have little basis upon which to evaluate our ability to achieve our business objective of completing our initial business combination with one or more target businesses. We may be unable to complete our initial business combination. If we fail to complete our initial business combination, we will never generate any operating revenues.\nOur public shareholders may not be afforded an opportunity to vote on our proposed business combination, which means we may complete our initial business combination even if a majority of our public shareholders do not support such a combination.\nWe may not hold a shareholder vote to approve our initial business combination unless the business combination would require shareholder approval under applicable Cayman Islands law or the rules of Nasdaq or if we decide to hold a shareholder vote for business or other reasons. Examples of transactions that would not ordinarily require shareholder approval include asset acquisitions and share purchases, while transactions such as direct mergers with our company or transactions where we issue more than 20% of our outstanding shares would require shareholder approval. For instance, the Nasdaq rules currently allow us to engage in a tender offer in lieu of a shareholder meeting but would still require us to obtain share", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1815526_2020.htm (CIK: 1815526, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00863", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation.\nThe information required herein is incorporated by reference from the information contained in the sections captioned \u201cInformation with Respect to Nominees for Director, Continuing Directors and Executive Officers - Director Compensation\u201d and \u201cExecutive Compensation\u201d in the Proxy Statement.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1391933_2020.htm (CIK: 1391933, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00864", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8.\nCONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nEVERQUOTE, INC.\nIndex to Consolidated Financial Statements\nReport of Independent Registered Public Accounting Firm\nTo\nthe Board of Directors and Stockholders of EverQuote, Inc.\nOpinions on the Financial Statements and Internal Control over Financial Reporting\nWe have audited the accompanying consolidated balance sheets of EverQuote, Inc. and its subsidiaries (the \u201cCompany\u201d) as of December 31, 2020 and 2019, and the related consolidated statements of operations and comprehensive loss, of stockholders\u2019 equity and of cash flows for each of the two years in the period ended December 31, 2020, including the related notes (collectively referred to as the \u201cconsolidated financial statements\u201d). We also have audited the Company\u2019s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control-Integrated Framework\n(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).\nIn our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2020 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control-Integrated Framework\n(2013) issued by the COSO.\nChange in Accounting Principle\nAs discussed in Note 2 to the consolidated financial statements, the Company changed the manner in which it accounts for leases in 2020.\nBasis for Opinions\nThe Company\u2019s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management\u2019s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company\u2019s consolidated financial statements and on the Company\u2019s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.\nOur audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Ou", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1640428_2020.htm (CIK: 1640428, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00865", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.\nINTEREST RATE RISK\nAs of December 31, 2020, the Company had $2.0 billion in total debt principal outstanding. Note 6 - Debt in the Notes to Consolidated Financial Statements provides additional information regarding the Company\u2019s outstanding debt obligations.\nApproximately $0.4 billion of the Company\u2019s total debt outstanding as of December 31, 2020 was based on a floating base rate of interest, which potentially exposes the Company to increases in interest rates. However, we reduce our overall exposure to interest rate increases through our interest rate swap contracts, which effectively convert the floating base interest rates on all of our variable rate borrowings to fixed rates.\nFOREIGN CURRENCY RISK\nA significant portion of our revenues are typically derived from sales outside of the United States. Among the major foreign currencies in which we conduct business are the Euro, the British Pound, the Japanese Yen, the Australian dollar and the Canadian dollar. The reporting currency of our Consolidated Financial Statements is the U.S. dollar. As the values of the foreign currencies in which we operate fluctuate over time relative to the U.S. dollar, the Company is exposed to both foreign currency translation and transaction risk.\nTranslation risk arises as our foreign currency assets and liabilities are translated into U.S. dollars because the functional currencies of our foreign operations are generally denominated in the local currency. Adjustments resulting from the translation of these assets and liabilities are deferred and recorded as a component of stockholders\u2019 equity. A measure of the potential impact of foreign currency translation can be determined through a sensitivity analysis of our cash and cash equivalents. At December 31, 2020, we had $712.6 million of cash and cash equivalents, with a substantial portion denominated in foreign currencies. If the exchange rates of the foreign currencies we hold all changed in comparison to the U.S. dollar by 10%, the amount of cash and cash equivalents we would have reported on December 31, 2020 could have increased or decreased by approximately $54 million. The translation of our foreign currency revenues and expenses historically has not had a material impact on our consolidated earnings because movements in and among the major currencies in which we operate tend to impact our revenues and expenses fairly equally. However, our earnings could be impacted during periods of significant exchange rate volatility, or when some or all of the major currencies in which we operate move in the same direction against the U.S. dollar.\nTransaction risk arises when we enter into a transaction that is denominated in a currency that may differ from the local functional currency. As these transactions are translated into the local functional currency, a gain or loss may result, which is recorded in current period earnings. We typically enter into foreign currency forward exchange contracts to mitigate the effects of some of this foreign currency transaction risk. Our outstanding foreign currency forward exchange contracts as of December 31, 2020 had an immaterial net unrealized loss.\nCREDIT RISK\nFinancial instruments that potentially subject the Company to concentration of credit risk consist primarily of short-term, highly liquid investments classified as cash equivalents, fees receivable, interest rate swap contracts and foreign currency forward exchange contracts. The majority of the Company\u2019s cash and cash equivalents, interest rate swap contracts and foreign currency forward exchange contracts are with large investment grade commercial banks. Fees receivable balances deemed to be collectible from customers have limited concentration of credit risk due to our diverse customer base and geographic dispersion.\nITEM 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 749251_2020.htm (CIK: 749251, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00866", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS.\nAn investment in our securities involves a high degree of risk. You should consider carefully all of the risks described below, together with the other information contained in this Annual Report on Form 10-K, the prospectus associated with our initial public offering and the Registration Statement, before making a decision to invest in our securities. If any of the following events occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. For risk factors related to the Business Combination, see the definitive proxy statement/prospectus filed by the Company on February 18, 2021.\nRisks Relating to our Search for, and Consummation of or Inability to Consummate, a Business Combination\nWe are a blank check company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.\nWe are a blank check company incorporated under the laws of the Cayman Islands with no operating results. Because we lack an operating history, you have no basis upon which to evaluate our ability to achieve our business objective of completing our initial business combination. We have no plans, arrangements or understandings with any prospective target business concerning a business combination and may be unable to complete our initial business combination. If we fail to complete our initial business combination, we will never generate any operating revenues.\nOur independent registered public accounting firm\u2019s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a \u201cgoing concern.\u201d\nAs of December 31, 2020, we had a working capital deficit of $1,336,251. Further, we have incurred and expect to continue to incur significant costs in pursuit of our financing and acquisition plans. We cannot assure you that our plans to raise capital or to complete an initial business combination will be successful. These factors, among others, raise substantial doubt about our ability to continue as a going concern. The financial statements contained elsewhere in this report do not include any adjustments that might result from our inability to continue as a going concern.\nOur public shareholders may not be afforded an opportunity to vote on our proposed initial business combination, and even if we hold a vote, holders of our Founder Shares will participate in such vote, which means we may complete our initial business combination even though a majority of our public shareholders do not support such a combination.\nWe may choose not to hold a shareholder vote to approve our initial business combination unless the business combination would require shareholder approval under applicable law or stock exchange listing requirements. In such case, the decision as to whether we will seek shareholder approval of a proposed business combination or will allow shareholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors, such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek shareholder approval. Even if we seek shareholder approval, the holders of our Founder Shares will participate in the vote on such approval. Accordingly, we may complete our initial business combination even if holders of a majority of our ordinary shares do not approve of the business combination we complete.\nYour only opportunity to effect your investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash.\nAt the time of your investment in us, you will not be provided with an opportunity to evaluate the specific merits or risks of our initial business combination. Since our board of director", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1816581_2020.htm (CIK: 1816581, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00867", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nThe information required by this item will be contained in the \u201cExecutive Compensation\u201d and \u201cDirector Compensation\u201d sections of the definitive proxy statement, to be filed in connection with the 2021 Annual Meeting of Stockholders, and is incorporated herein by reference.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 946454_2020.htm (CIK: 946454, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00868", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nThe following risk factors may contain defined terms that are different from those used in other sections of this report. Unless otherwise indicated, when used in this section, the terms \u201cwe\u201d and \u201cus\u201d refer to American Campus Communities, Inc. and its subsidiaries, including American Campus Communities Operating Partnership LP, our Operating Partnership, and the term \u201csecurities\u201d refers to shares of common stock of American Campus Communities, Inc. and units of limited partnership interest in our Operating Partnership.\nThe factors described below represent our principal risks. Other factors may exist that we do not consider being significant based on information that is currently available or that we are not currently able to anticipate.\nRisks Related to Our Properties, Our Business and the Real Estate Industry\nThe effects of the COVID-19 pandemic have materially affected how we are operating our business, and the duration and extent to which this will impact our future results of operations and overall financial performance remains uncertain.\nThe novel coronavirus disease (\u201cCOVID-19\u201d), which was characterized on March 11, 2020 by the World Health Organization as a pandemic, has currently resulted in a widespread health crisis, which has adversely affected international, national and local economies and financial markets generally, and has had an unprecedented effect on many businesses including the student housing industry.\nBeginning in April 2020, our operations began to be negatively affected by a range of external factors related to the COVID-19 pandemic that are not within our control. All of the colleges and universities our properties serve canceled in-person classes for the remainder of the 2020 spring and summer term and many closed their on-campus residence halls or encouraged students living in on-campus residence halls to return to their permanent residences for the remainder of the spring term and in some cases for the summer term. Also, a wide range of restrictions on physical movement imposed by governmental entities to limit the spread of COVID-19 have been in effect. While our properties have remained open throughout the pandemic, as a result of these actions, we experienced significant decreases in students physically occupying their units at many of our properties during the spring and summer terms. During this time, we waived all late fees, online payment fees and financial-related eviction proceedings temporarily and worked with residents and families who endured financial hardship on a case by case basis through our Resident Hardship Program. In certain circumstances, we provided financial assistance, including rent abatements and/or early lease terminations at both our off-campus and on-campus properties, based on individual university policies. In addition, we transitioned property tours and other leasing activities for the 2020/2021 academic year to virtual experiences. Furthermore, we experienced cancellations of summer camps, conferences and other events, which impacted revenue we typically earn during the summer months at certain of our properties.\nAugust and September 2020 marked the beginning of the 2020/2021 academic year, with students\u2019 housing decisions and preferences being affected by the continued uncertainty associated with COVID-19, which resulted in our experiencing diminished leasing results. As of September 30, 2020, the beginning of the 2020/2021 academic year, our total owned property portfolio was 89.9% occupied, which compares to 97.4% occupancy as of September 30, 2019, the beginning of the 2019/2020 academic year. As such, as we progress through the current academic year, we anticipate reduced revenue as compared to prior years due to the lower occupancy at our properties. Additionally, in certain locations, governmental orders continue to restrict us from charging late fees and proceeding with financial eviction proceedings, which have and could continue to ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1283630_2020.htm (CIK: 1283630, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00869", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\nYou should read the following Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations (this MD&A) together with the consolidated financial statements and the related notes thereto included in this Annual Report on Form 10-K. This MD&A contains forward-looking statements that are subject to risks and uncertainties, such as those set forth in the sections of this Annual Report on Form 10-K captioned \u201cCautionary Note Regarding Forward-Looking Statements,\u201d \u201cRisk Factors\u201d and elsewhere. As a result, our actual results may differ materially from those anticipated in these forward-looking statements.\nOverview\nWe are a clinical-stage, research and development biotechnology company focused on developing novel immunotherapeutic candidates for the treatment of different forms of cancer. We have developed two versatile and enabling platform technologies for rational design of precision immune modulatory drugs. Our lead clinical candidate, APVO436, and preclinical candidates, ALG.APV-527 and APVO603, were developed using our ADAPTIR\u2122 modular protein technology platform. Our preclinical candidate APVO442 was developed using our ADAPTIR-FLEX\u2122 modular protein technology platform.\nThe versatile and robust ADAPTIR and ADAPTIR-FLEX platforms are designed to generate monospecific, bispecific, and multispecific antibody candidates that are capable of enhancing the human immune system against cancer cells. ADAPTIR and ADAPTIR-FLEX are both modular platforms, which gives us the flexibility to generate immunotherapeutic candidates with a variety of mechanisms of action. This flexibility in design allows us to potentially generate novel therapeutic candidates that may provide the foundation for the establishment of effective strategies against difficult to treat, as well as advanced forms cancer. We have successfully designed and constructed numerous investigational-stage prototype product candidates based on our ADAPTIR platform. The ADAPTIR platform technology is designed to generate monospecific and bispecific immunotherapeutic proteins that specifically bind to one or more targets, for example, bispecific therapeutic molecules, which may have structural and functional advantages over monoclonal antibodies. The structural differences of ADAPTIR molecules over monoclonal antibodies allow for the development of ADAPTIR immunotherapeutics that are designed to engage immune effector cells and disease targets in a novel manner to produce unique signaling responses and ultimately kill tumors or modulate the immune system to kill tumors.\nWe are skilled at candidate generation, validation, and subsequent preclinical and clinical development using the ADAPTIR platform and have added the ADAPTIR-FLEX platform to generate multi-specific candidates or other candidates to our platform capabilities. We have developed preclinical candidates based on the ADAPTIR-FLEX platform which are advancing in our pipeline. We are developing our ADAPTIR and ADAPTIR-FLEX molecules by way of our protein engineering, preclinical development, process development, and clinical development capabilities.\n2020 Corporate Highlights:\nOn February 28, 2020, we entered into an LLC Purchase Agreement with Medexus, pursuant to which we sold all of the issued and outstanding limited liability company interests of Aptevo BioTherapeutics, a wholly owned subsidiary of Aptevo. As consideration for the sale, at closing Aptevo received an amount equal to $30 million in cash. We used $22.1 million of the $30 million in proceeds to repay in full our previous term debt facility with MidCap Financial, including $20 million of principal and $2.1 million in an end of facility fee, accrued interest, legal fees and prepayment fees. As a result of the transaction, Medexus obtained all right, title and interest to the IXINITY\u00ae product and the related Hemophilia B business and intellec", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1671584_2020.htm (CIK: 1671584, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00870", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11.\nEXECUTIVE COMPENSATION\nThe information required by this Item is incorporated by reference to our 2021 proxy statement.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 72162_2020.htm (CIK: 72162, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00871", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A RISK FACTORS\nAn investment in our common stock is speculative and involves a high degree of risk. You should carefully consider the following risks, along with all of the other information contained in this Annual Report, before considering making an investment decision to purchase any of our securities. If one or more of the following risks occur, our business, financial condition and results of operations could suffer materially. In that case, the price of our common shares in any trading market could decline materially, and you could lose a substantial part or all of your investment.\nRisks Related to Our Business\nWe have a limited operating history and substantial accumulated losses, and we anticipate incurring continued losses.\nOur business must be considered and evaluated in light of the risks, expenses, and problems frequently encountered by companies in their early stages of development and commercialization of products, and particularly companies like us participating in new and rapidly evolving markets. These risks include our failure to anticipate and adapt to new technology or changing market conditions, our inability to secure enough future material customers to achieve profitability, the rejection of or lack of satisfaction with our services and products by our existing or potential customers, our inability to obtain additional capital when needed from time to time, our inability to protect our intellectual property, and any development of equal or superior products or services by our competitors. Accordingly, there can be no assurance we will be successful in addressing these risks.\nWe incurred net losses of $(2,491,533) for the year ended December 31, 2020 and net losses of $(9,297,081) for the year ended December 31, 2019. Since our inception in 2010, we have an accumulated deficit of $(34,303,325) as of December 31, 2020. Moreover, we expect to continue operating at a loss during 2021 and likely even beyond 2021. There is no assurance based on our past business experience to support any belief that we can become profitable or sustain profitability in the future. There can be no assurance that we can generate significant revenue growth, or that any revenue growth that we achieve can be sustained. To any extent that increases in our operating expenses precede or are not soon followed by increased revenues, our business, results of operations and financial condition would be adversely affected materially.\nIf we are unable to obtain significant future financing from time to time, our development and operations will encounter serious delays or could even result in the complete failure of our business.\nOur ability to become commercially successful and profitable will depend largely on our being able to continue raising significant additional financing from time to time in the future. If we are unable to raise additional financing through equity and/or debt sources as needed, we would not be able to succeed in our commercial operations, which eventually could result in our failure. There is no assurance any such additional funds will be available on terms satisfactory to us, if at all.\nWe have a significant amount of debt, much of which has matured, and this could limit or even eliminate recovery of your investment if we fail to reach substantial profitability or otherwise resolve or satisfy our outstanding debt.\nWe have a substantial amount of indebtedness in the form of various Notes Payable. As of December 31, 2020, we had approximately $2.3 Million of outstanding Notes Payable, much of which are now due, or even due on demand. There is no assurance that we will be able to convert our outstanding debt into common stock, or to satisfy this debt through new financing or refinancing, or to achieve profitability sufficient to make future payments to satisfy this debt. If we cannot satisfy or resolve our substantial outstanding indebtedness, such failure would have a significant adverse effect on our business a", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1487931_2020.htm (CIK: 1487931, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00872", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6.\nSELECTED FINANCIAL DATA\nThe following selected financial data should be read in conjunction with the consolidated financial statements and notes under Item 8 of this Form 10-K.\n(1)\nNet income and basic and diluted earnings per common share for 2017 are presented for comparative purposes excluding the $56.5 million deferred income taxes benefit recorded to recognize the impact on our federal net deferred tax liability of the reduction of the federal corporate statutory income tax rate from 35% to 21% related to the Tax Cuts and Jobs Act of 2017.\n(2)\nRepresents operating expenses as a percentage of operating revenue.\n(3)\nThe amounts for 2016 through 2019 have been restated to reflect the three-for-two stock split effected in the form of a 50% stock dividend on August 13, 2020 and the five-for-three stock split effected in the form of a 66 2/3% stock dividend on July 7, 2017.\nNote\nWe account for our revenue in accordance with Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, 606, which we adopted on January 1, 2018 using the modified retrospective method. Prior years have not been restated and continue to be reported under the accounting standards in effect for those periods.\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, deferred tax, tax rate, tax liability. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00873", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data\nThe information required by Item 6 regarding the selected financial data for the five years ended December 31, 2020 is included in Exhibit 13.2 filed with this Form 10-K and is incorporated herein by reference.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 79879_2020.htm (CIK: 79879, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00874", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk\nCURRENCY EXCHANGE RATE RISK\nDue to the global nature of our operations, we are exposed to currency exchange rate changes which may cause fluctuations in earnings and cash flows. We use operational and economic hedges, as well as currency exchange rate derivative instruments, to manage the impact of currency exchange rate fluctuations. In order to minimize earnings and cash flow volatility resulting from currency exchange rate fluctuations, we enter into derivative instruments, principally forward currency exchange rate contracts. These contracts are designed to hedge anticipated transactions in other currencies and changes in the value of specific assets and liabilities. At inception of the contract, the derivative instrument is designated as either a freestanding derivative or a cash flow hedge. The primary currencies of our derivative instruments are the Euro, Japanese Yen, Chinese Yuan, and others. Fluctuations in the currency exchange rates of currency exposures that are unhedged, such as in certain emerging markets, may result in future earnings and cash flow volatility. We do not enter into currency exchange rate derivative instruments for speculative purposes.\nThe gross notional amount of all currency exchange rate derivative instruments outstanding at April 24, 2020 and April 26, 2019 was $11.9 billion and $11.1 billion, respectively. At April 24, 2020, these contracts were in a net unrealized gain position of $384 million. A sensitivity analysis of changes in the fair value of all currency exchange rate derivative contracts at April 24, 2020 and April 26, 2019 indicates that, if the U.S. dollar uniformly strengthened/weakened by 10 percent against all currencies, it would have the following impact on the fair value of these contracts:\nAny gains and losses on the fair value of derivative contracts would generally be offset by gains and losses on the underlying transactions. These offsetting gains and losses are not reflected in the above analysis.\nIn the second quarter of fiscal year 2019, we began accounting for our operations in Argentina as highly inflationary, as the prior three-year cumulative inflation rate exceeded 100 percent. The change did not have a material impact on our results for fiscal year ended 2020.\nINTEREST RATE RISK\nWe are subject to interest rate risk on our investments and our borrowings. We manage interest rate risk in the aggregate, while focusing on our immediate and intermediate liquidity needs. Our debt portfolio at April 24, 2020 was comprised of debt predominately denominated in U.S. dollars and the Euro, of which substantially all is fixed rate debt. We are also exposed to interest rate changes affecting our investments in interest rate sensitive instruments, which include our marketable debt securities.\nA sensitivity analysis of the impact on our interest rate-sensitive financial instruments of a hypothetical 10 basis point change in interest rates, as compared to interest rates at April 24, 2020 and April 26, 2019, would have the following impact on the fair value of these instruments:\nFor a discussion of current market conditions and the impact on our financial condition and results of operations, please see the \u201cLiquidity\u201d section of the Management's Discussion and Analysis in \"Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\" in this Annual Report on Form 10-K. For additional discussion of market risk, see Notes 6 and 8 to the consolidated financial statements in \u201cItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1613103_2020.htm (CIK: 1613103, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00875", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\nDisclosure under this item is not required as the registrant is a smaller reporting company.\nRecent Sales of Unregistered Securities\nNone.\nIssuer Purchases of Equity Securities\nIn November 2018, our Board of Directors authorized a program to repurchase up to $3 million of our common stock. As of July 2020, the Company used all of the original authorized $3 million.\nOn December 14, 2020, Rubicon\u2019s Board of Directors authorized an additional $3 million for the repurchase of the Company\u2019s common stock. The timing, price and volume of repurchases will be based on market conditions, relevant securities laws and other factors. The stock repurchases may be made from time to time, through solicited or unsolicited transactions in the open market, in privately negotiated transactions or pursuant to a Rule 10b5-1 plan. The program may be terminated, suspended or modified at any time.\nThere was no share repurchase activity during the quarter ended December 31, 2020.\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1410172_2020.htm (CIK: 1410172, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00876", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A - RISK FACTORS\nAs an investment manager, risk is an inherent part of Federated Hermes' business. U.S., UK and other global financial/securities, capital, commodities, currency, real estate, credit and other markets (collectively, as applicable, markets), by their nature, are prone to uncertainty and subject participants to a variety of risks. If any of the following risks actually occur, Federated Hermes' business, results of operations, financial condition and/or cash flows could be materially adversely affected. The risks described below are not the only risks involved in Federated Hermes' business. Additional risks not presently known to Federated Hermes or that Federated Hermes currently considers to be immaterial can also adversely affect its business, results of operations, financial condition and/or cash flows.\nSpecific Risk Factors\nRisks Related to Federated Hermes' Investment Management Business\nPotential Adverse Effects of a Material Concentration in Revenue. At any point in time, a meaningful or significant portion of Federated Hermes' total AUM or revenue can be attributable to one or more products or strategies, or asset classes, offered by Federated Hermes, or one or more clients or customer intermediaries with whom Federated Hermes has a relationship. See Note (5) to the Consolidated Financial Statements for information on material concentrations in Federated Hermes' revenue. A significant and prolonged decline in the AUM of a strategy, asset class or product with a material concentration could have a material adverse effect on Federated Hermes' future revenues and, to a lesser extent, net income, due to a related reduction in distribution expenses associated with these strategies, assets and funds. Likewise, significant negative changes in Federated Hermes' relationship with a customer with a material concentration could have a material adverse effect on Federated Hermes' future revenues and, to a lesser extent, net income due to a related reduction in distribution expenses associated with this customer. A significant change in Federated Hermes' investment management business or a significant reduction in AUM due to regulatory changes or developments, changes in the markets, such as significant and rapid increases in interest rates over a short period of time causing certain investors to prefer direct investments in interest-bearing securities, non-competitive performance, declines in asset or real estate property values, the availability, supply and/or market interest in repurchase agreements and other investments, significant deterioration in investor confidence, continuing declining or prolonged periods of low short-term interest rates or negative interest rates or negative yields and resulting fee waivers, investor preferences for deposit products or other Federal Deposit Insurance Corporation (FDIC)-insured products, or exchange-traded funds, index funds or other passive investment products, changes in product fee structures, changes in relationships with financial intermediaries, or other circumstances, could have a material adverse effect on Federated Hermes' business, results of operations, financial condition and/ or cash flows.\nPotential Adverse Effect of Providing Financial Support to Investment Products. Federated Hermes can, from time to time, elect to provide financial support to its sponsored investment products (such as the Federated Hermes Funds). Providing such support utilizes capital that would otherwise be available for other corporate purposes. Losses resulting from such support, or failure to have or devote sufficient capital to support products, could have a material adverse effect on Federated Hermes' business (including, but not limited to, its reputation), results of operations, financial condition and/or cash flows.\nRisk of Federated Hermes' Money Market Products' Ability to Maintain a Stable Net Asset Value. Approximately 40% of Federated Hermes' total revenue for 2020 was a", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1056288_2020.htm (CIK: 1056288, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00877", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations\nThe following discussion and analysis should be read in conjunction with the accompanying financial statements of Benefit Street Partners Realty Trust, Inc. the notes thereto and other financial information included elsewhere in this Annual Report on Form 10-K. This discussion contains forward-looking statements reflecting the Company\u2019s current expectations, estimates and assumptions concerning events and financial trends that may affect our future operating results or financial position. Actual results and timing of events may differ materially from those contained in these forward-looking statements due to a number of factors, including those discussed in the sections of this Annual Report entitled \u201cRisk Factors\u201d and \u201cForward-Looking Statements.\u201d\nOverview\nWe were incorporated in Maryland on November 15, 2012 and have conducted our operations to qualify as a REIT for U.S. federal income tax purposes beginning with our taxable year ended December 31, 2013. The Company, through a subsidiary which is treated as a TRS, is indirectly subject to U.S. federal, state and local income taxes. We commenced business in May 2013. We primarily originate, acquire and manage a diversified portfolio of commercial real estate debt investments secured by properties located within and outside of the United States. Commercial real estate debt investments may include first mortgage loans, subordinated mortgage loans, mezzanine loans and participations in such loans. Substantially all of our business is conducted through the OP, a Delaware limited partnership. We are the sole general partner and directly or indirectly hold all of the units of limited partner interests in the OP.\nThe Company has no direct employees. We are managed by our Advisor pursuant to an Amended and Restated Advisory Agreement, dated January 19, 2018 (the \"Advisory Agreement\"). Our Advisor manages our affairs on a day-to-day basis. The Advisor receives compensation and fees for services related to the investment and management of our assets and our operations.\nThe Advisor, an SEC-registered investment adviser, is a credit-focused alternative asset management firm. The Advisor manages funds for institutions and high-net-worth investors across various credit funds and complementary strategies including high yield, levered loans, private / opportunistic debt, liquid credit, structured credit and commercial real estate debt. These strategies complement each other as they all leverage the sourcing, analytical, compliance, and operational capabilities that encompass the Advisor\u2019s robust platform. On February 1, 2019, Franklin Resources, Inc. and Templeton International, Inc. (collectively, \u201cFranklin Templeton\u201d) acquired the Advisor (the \u201cTransaction\u201d). The Transaction did not impact the terms of the Advisory Agreement and the Transaction did not result in any changes to the executive officers of the Company.\nThe Company invests in commercial real estate debt investments, which may include first mortgage loans, subordinated mortgage loans, mezzanine loans and participations in such loans. The Company also originates conduit loans which the Company intends to sell through its TRS into CMBS securitization transactions at a profit. The Company also owns real estate which it acquires through foreclosure and deed in lieu of foreclosure, and which it purchases for investment, typically subject to triple net leases.\nThe Company also invests in commercial real estate securities. Real estate securities may include CMBS, senior unsecured debt of publicly traded REITs, debt or equity securities of other publicly traded real estate companies and CDOs.\nCOVID-19 Pandemic\nSince December 2019, COVID-19 has spread globally, including to every state in the United States. In March 2020, the World Health Organization declared COVID-19 a pandemic, and subsequently, the United States declared a national emergency", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00878", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data.\nMarsh & McLennan Companies, Inc. and Subsidiaries\nFIVE-YEAR STATISTICAL SUMMARY OF OPERATIONS\n(a)Includes the impact of net restructuring costs of $89 million, $112 million, $161 million, $40 million, and $44 million in 2020, 2019, 2018, 2017 and 2016, respectively, and JLT integration, restructuring and acquisition related costs of $305 million, $485 million and $12 million in 2020, 2019 and 2018, respectively. 2020 also includes a $161 million JLT legacy E&O provision.\n(b)Income tax expense in 2017 includes a $460 million provisional charge related to the enactment of U.S. tax reform.\nSee \"Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\", appearing under Part II, Item 7", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax expense, tax reform. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00879", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nCompensation of Executive Officers\nThe Company has not provided any compensation to its executive officer for the year ended August 31, 2020 or from July 8, 2019 (Inception) through August 31, 2020.\nThere are no current employment agreements between the company and its sole officer. There are no stock option plans, retirement, pension, or profit sharing plans for the benefit of our officers and directors other than as described herein.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1784440_2020.htm (CIK: 1784440, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00880", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nDirectors\u2019 Compensation\nThere was no compensation for our directors, acting in their capacity as directors, during the year ending March 31, 2020.\nExecutive Officers\u2019 Compensation\nThe following table sets forth information concerning the annual and long-term compensation earned by or paid to our chief executive officer and to other persons who served as executive officers as, at, or during the fiscal year ended March 31, 2020, or who earned compensation exceeding $100,000 during fiscal year 2020 (the \u201cnamed executive officers\u201d), for services as executive officers for the last two fiscal years.\nSummary Compensation Table\n[1] A portion of Ms. Raynor\u2019s compensation was paid to Wealth Engineering LLC, an entity in which she is a 50% owner.\n[2] A portion of Mr. Romano\u2019s compensation was paid to Wealth Engineering LLC, an entity in which he is a 50% owner.\n[3] A portion of Mr. Smith\u2019s compensation was paid to Kays Creek Capital, an entity in which he is an owner.\n[4] A portion of Mr. Miller\u2019s compensation was paid to Kays Creek Capital and MILCO, entities in which he is an owner.\n[5] During the fiscal year ending 3/31/20, PB Trade, LLC, an entity owned by Mr. Cammarata, was issued a total of 270,000,000 shares of common stock. 20,000,000 shares were awarded upon the execution of his employment agreement, 62,500,000 were issued as collateral to a $1,000,000 promissory note, and 187,500,000 were issued as an incentive to meet certain performance obligations. Upon the repayment of the $1,000,000 promissory note and if the performance obligations are not met, the 62,500,000 and 187,500,000 shares, respectively, will be returned to the Company. The fair market value of the 20,000,000 shares awarded upon the execution of Mr. Cammarata\u2019s employment agreement was $570,000 or $0.0285 per share (the per share price on 11/29/19, the date of issuance).\n[6] On 7/24/19, Wealth Engineering, LLC, an entity owned 50% by Ms. Raynor, was awarded 190,000,000 shares of common stock. In accordance with the agreement one third of the shares vested upon execution of the agreement and the remaining two thirds vest over two years, contingent upon Ms. Raynor and Mr. Romano\u2019s continued employment by the Company. The fair market value of half these shares was $1,501,000 or $0.0158 per share (the per share price on the date of issuance). The expense related to this issuance is being recognized based the vesting terms per the agreement which resulted in $847,140 of recognized expense during fiscal year 2020.\n[7] On 7/24/19, Wealth Engineering, LLC, an entity owned 50% by Mr. Romano, was awarded 190,000,000 shares of common stock. In accordance with the agreement one third of the shares vested upon execution of the agreement and the remaining two thirds vest over two years, contingent upon Ms. Raynor and Mr. Romano\u2019s continued employment by the Company. The fair market value of half these shares was $1,501,000 or $0.0158 per share (the per share price on the date of issuance). The expense related to this issuance is being recognized based the vesting terms per the agreement which resulted in $847,140 of recognized expense during fiscal year 2020.\n[8] On 9/15/19, Jayme McWidener was awarded 20,000,000 shares of common stock as part of her employment agreement. In accordance with the agreement, one third of the shares vested upon execution of the agreement and the remaining two thirds vest over two years, contingent upon Ms. McWidener\u2019s continued employment by the Company. The fair market value of these shares was $380,000 or $0.019 per share (the per share price on the date of issuance). The expense related to this issuance is being recognized based the vesting terms per the agreement which resulted in $195,379 of recognized expense during fiscal year 2020.\n[9] On 7/22/19, William Kosoff was awarded 10,000,000 shares of common stock as part of his employment agreement. In accordance with the agreement, one third of the shares vested ", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 862651_2020.htm (CIK: 862651, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00881", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data\nNNN early adopted the final rule as issued on January 21, 2021 by the Securities and Exchange Commission (the \"Commission\") related to amendments to modernize, simplify, and enhance certain financial disclosure requirements in Regulation S-K. Specifically, the requirement for Item 301 of Regulation S-K, which was required by Item 6 of this Form 10-K, has been eliminated.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 751364_2020.htm (CIK: 751364, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00882", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk.\nWe are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1803914_2020.htm (CIK: 1803914, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00883", "source": "edgar", "source_license": "public_domain", "text": "Item 7.Management's Discussion and Analysis of Financial Condition and Results of Operations.\nThe financial and business analysis below provides information which we believe is relevant to an assessment and understanding of our consolidated financial position, results of operations and cash flows. This financial and business analysis should be read in conjunction with the consolidated financial statements and related notes.\nThe following discussion and certain other sections of this Report contain statements that reflect our views about our future performance and constitute \"forward-looking statements\" under the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as \"outlook,\" \"believe,\" \"anticipate,\" \"appear,\" \"may,\" \"will,\" \"should,\" \"intend,\" \"plan,\" \"estimate,\" \"expect,\" \"assume,\" \"seek,\" \"forecast,\" and similar references to future periods. Our views about future performance involve risks and uncertainties that are difficult to predict and, accordingly, our actual results may differ materially from the results discussed in our forward-looking statements. We caution you against relying on any of these forward-looking statements.\nIn addition to the various factors included in the \"Executive Level Overview,\" \"Critical Accounting Policies and Estimates\" and \"Outlook for the Company\" sections, our future performance may be affected by the levels of residential repair and remodel activity, and to a lesser extent, new home construction, our ability to maintain our strong brands and reputation and to develop innovative products, our ability to maintain our competitive position in our industries, our reliance on key customers, the length and severity of the ongoing COVID-19 pandemic, including its impact on domestic and international economic activity, consumer confidence, our production capabilities, our employees and our supply chain, the cost and availability of materials and the imposition of tariffs, our dependence on third-party suppliers, risks associated with our international operations and global strategies, our ability to achieve the anticipated benefits of our strategic initiatives, our ability to successfully execute our acquisition strategy and integrate businesses that we have and may acquire, our ability to attract, develop and retain talented and diverse personnel, risks associated with our reliance on information systems and technology, and our ability to achieve the anticipated benefits from our investments in new technology. These and other factors are discussed in detail in Item 1A. \"Risk Factors\" of this Report. Any forward-looking statement made by us speaks only as of the date on which it was made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. Unless required by law, we undertake no obligation to update publicly any forward-looking statements as a result of new information, future events or otherwise.\nExecutive Level Overview\nWe design, manufacture and distribute branded home improvement and building products. These products are sold primarily for repair and remodeling activity and, to a lesser extent, new home construction. We sell our products through home center retailers, online retailers, wholesalers and distributors, mass merchandisers, hardware stores, direct to the consumer and homebuilders.\n2020 Results\nNet sales were positively impacted by increased sales volume across our two segments. Such increases were partially offset by unfavorable net selling prices in our Decorative Architectural Products segment.\nOur Plumbing Products segment operating profit was positively impacted by cost saving initiatives, including actions taken to mitigate the COVID-19 pandemic impact, and higher sales volume. These positive impacts were partially offset by increased commodity costs, including tariffs, and an increase in other expenses (such as salaries and le", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 62996_2020.htm (CIK: 62996, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00884", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation.\nInformation required with respect to executive compensation is set forth under the caption \u201cCompensation Discussion and Analysis\u201d in the Company's definitive Proxy Statement to be filed on or about March 19, 2021, and is incorporated by reference.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1551182_2020.htm (CIK: 1551182, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00885", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nAll phases of the Company\u2019s operations are subject to a number of uncertainties, risks and other influences, many of which are outside of its control, and any one or a combination of which could materially affect its results of operations. Important factors that could cause actual results to differ materially from the Company\u2019s expectations are discussed below. Prospective investors should carefully consider these factors before investing in our securities as well as the information set forth under \u201cForward-Looking Statements\u201d in Item 7 of this report. These risks and uncertainties include:\nRisks Related to Economic Conditions and Events.\nCurrent COVID-19 pandemic.\nThe current COVID-19 pandemic, including the governmental response to it, is having a significant adverse impact on the Company\u2019s business, including reduced customer traffic and staffing challenges and could lead to supply difficulties.. All of the Company\u2019s Craft Pizza & Pub restaurants are located in the State of Indiana, the Governor of which has implemented significant restrictions on the operation of restaurants in response to the pandemic. The Company has been addressing these restrictions by (among other things) promoting the Company\u2019s Pizza Valet service, for carry-out, in order to replace a portion of the lost revenue from the dining room, but those efforts may not be fully successful. Many other states and municipalities in the United States have also temporarily suspended the operation of dine-in restaurants in light of COVID-19, which has impacted our franchised operations. Moreover, host facilities for our non-traditional franchises may be adversely impacted by these developments. Additionally, viruses may be transmitted through human contact, and the risk and perceived risk of contracting viruses could cause potential customers to avoid gathering in public places (including restaurants and non-traditional venues), which could further have adverse effects on our non-traditional business or the franchisee\u2019s ability to adequately staff the locations. If any of the Company\u2019s employees are suspected of having been exposed to COVID-19 or other similar illnesses, we could be required to quarantine some or all such employees or close and disinfect our facilities. The Company has experienced several disruptions in supply including due to the temporary closure of certain meat processors. The Company has implemented alternative work-arounds for these disruptions but could face additional supply disruptions to a minor or major degree which could impact the Company\u2019s ability to serve products with the impacted ingredients. The potential of such disruptions has prompted the Company-operated units to take on a larger than normal supply of certain key ingredients. Depending on the duration of the COVID-19 pandemic, the Company\u2019s ability to execute its growth plans could be adversely affected. These risks and any additional risks associated with COVID-19 or a similar outbreak may materially adversely affect the Company\u2019s business or results of operations, and may impact the Company\u2019s liquidity or financial condition, particularly if these risks persist for a significant amount of time. The COVID-19 pandemic has also adversely affected the Company\u2019s franchising business due to its impact on the operations and financial condition of host facilities as well as constraints on the Company\u2019s historical marketing efforts, including participation in trade shows.\nCompetition from larger companies.\nThe Company competes with large national companies and numerous regional and local companies for franchise and license sales and with respect to its Company-owned locations. Many of its competitors have greater financial and other resources than the Company. The restaurant industry in general is intensely competitive with respect to convenience, price, product quality and service. In addition, the Company competes for franchise and license sales on the basis of ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 709005_2020.htm (CIK: 709005, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00886", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data.\nMGE Energy, Inc.\n(In thousands, except per share amounts)\n(a)In December 2017, a one-time tax impact, as a result of the 2017 Tax Act, decreased income tax provision and transmission investment $21.7 million and $20.4 million, respectively.\n(b)In May 2020, MGE Energy issued 1.5 million shares of its common stock in an underwritten public offering.\n(c)Includes long-term debt due within one year, debt issuance costs, and unamortized discount.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax provision. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00887", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nFirst Bancorp and Subsidiaries\nConsolidated Balance Sheets\nDecember 31, 2020 and 2019\nSee accompanying notes to consolidated financial statements.\nFirst Bancorp and Subsidiaries\nConsolidated Statements of Income\nYears Ended December 31, 2020, 2019 and 2018\nSee accompanying notes to consolidated financial statements.\nFirst Bancorp and Subsidiaries\nConsolidated Statements of Comprehensive Income\nYears Ended December 31, 2020, 2019 and 2018\nSee accompanying notes to consolidated financial statements.\nFirst Bancorp and Subsidiaries\nConsolidated Statements of Shareholders\u2019 Equity\nYears Ended December 31, 2020, 2019 and 2018\nSee accompanying notes to consolidated financial statements.\nFirst Bancorp and Subsidiaries\nConsolidated Statements of Cash Flows\nYears Ended December 31, 2020, 2019 and 2018\nFirst Bancorp and Subsidiaries\nNotes to Consolidated Financial Statements\nDecember 31, 2020\nNote 1. Summary of Significant Accounting Policies\nBasis of Presentation - The consolidated financial statements include the accounts of First Bancorp (the \u201cCompany\u201d) and its wholly owned subsidiary First Bank (the \u201cBank\u201d). The Bank has four wholly owned subsidiaries that are fully consolidated - First Bank Insurance Services, Inc. (\u201cFirst Bank Insurance\u201d), SBA Complete, Inc. (\u201cSBA Complete\u201d), Magnolia Financial, Inc. (\"Magnolia Financial\"), and First Troy SPE, LLC. All significant intercompany accounts and transactions have been eliminated. Subsequent events have been evaluated through the date of filing this Form 10-K.\nThe Company is a bank holding company. The principal activity of the Company is the ownership and operation of the Bank, a state chartered bank with its main office in Southern Pines, North Carolina. The Company is also the parent company for a series of statutory trusts that were formed at various times since 2002 for the purpose of issuing trust preferred debt securities. The trusts are not consolidated for financial reporting purposes; however, notes issued by the Company to the trusts in return for the proceeds from the issuance of the trust preferred securities are included in the consolidated financial statements and have terms that are substantially the same as the corresponding trust preferred securities. The trust preferred securities qualify as capital for regulatory capital adequacy requirements. First Bank Insurance is an agent for property and casualty insurance policies. SBA Complete specializes in providing consulting services for financial institutions across the country related to Small Business Administration (\u201cSBA\u201d) loan origination and servicing. Magnolia Financial is a business financing company that makes loans throughout the southeastern United States. First Troy SPE, LLC was formed in order to hold and dispose of certain real estate foreclosed upon by the Bank.\nThe preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The most significant estimates made by the Company in the preparation of its consolidated financial statements are the determination of the allowance for loan losses, the valuation of other real estate, the accounting and impairment testing related to intangible assets, and the fair value and discount accretion of acquired loans.\nOperating, Accounting and Reporting Considerations related to COVID-19 - The coronavirus (COVID-19) pandemic has negatively impacted the global economy, disrupted global supply chains and increased unemployment levels. The resulting temporary closure of many businesses and the implementation of social distancing and sheltering-in-", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 811589_2020.htm (CIK: 811589, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00888", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nRisks Related to the COVID-19 Pandemic\nThe continued spread of the COVID-19 pandemic may have a material adverse impact on our business, financial condition and results of operations.\nThe ongoing COVID-19 pandemic has resulted in a significant impact to businesses and supply chains globally. The imposition of work, social and travel restrictions, as well as other actions by government authorities to contain the outbreak, led to a significant decline in the global economy in the first half of 2020, including extended shutdowns of certain businesses, lower factory production, reduced volumes of global exports and disruptions in global shipping. This led to reduced container demand, which pressured container lease rates in the first half of 2020, and increased the credit risk profile of our shipping line customers. Following the easing of measures to contain the spread of the pandemic and the initial reopening of businesses, trade volumes and container demand recovered strongly in the third quarter of 2020. However, many countries are seeing a resurgence in COVID-19 cases, including our main demand locations in China, and there continues to be a high degree of risk and uncertainty with respect to the outlook for global economic conditions, global trade and container demand.\nRisks associated with the COVID-19 pandemic on the Company include, but are not limited to:\n\u2022an increase in credit concerns relating to our shipping line customers in the event that they face reduced demand, operational disruptions and increased costs relating to the pandemic, including the risk of bankruptcy or significant payment defaults or delays;\n\u2022reduced demand for containers and increased pressure on lease rates;\n\u2022reduced demand for sale of containers;\n\u2022operational issues that could prevent our containers from being discharged or picked up in affected areas or in other locations after having visited affected areas for a prolonged period of time;\n\u2022business continuity risks associated with remote working arrangements adopted during the pandemic, including increased cybersecurity risks, internet capacity constraints or other systems problems, and unanticipated difficulties or delays in our financial reporting processes;\n\u2022liquidity risks, including that disruptions in financial markets as a result of the pandemic may increase the cost and availability of capital, and the risk of non-compliance with financial covenants in debt agreements;\n\u2022potential impacts on key management, including health impacts and distraction caused by the pandemic response; and\n\u2022potential impacts on business relationships due to prolonged restrictions on travel.\nThe magnitude of the COVID-19 pandemic, including the extent of any impact on our business, financial position, results of operations or liquidity, which could be material, cannot be reasonably determined at this time due to the rapid development and fluidity of the situation. The effects of the pandemic on our business will depend on its duration and severity, whether business disruptions will continue and the overall impact on the global economy.\nRisks Related to Our Business and Industry\nThe international nature of our business exposes us to numerous risks.\nOur ability to enforce lessees\u2019 obligations will be subject to applicable law in the jurisdiction in which enforcement is sought. As containers are used in international commerce, it is not possible to predict, with any degree of certainty, the jurisdictions in which enforcement proceedings may be commenced. For example, repossession from defaulting lessees may be difficult and more expensive in jurisdictions in which laws do not confer the same security interests and rights to creditors and lessors as those in the United States and in other jurisdictions where recovery of containers from defaulting lessees is more cumbersome. As a result, the costs, relative success and expedience of collecting receivables or pursuing enforcement proceedings with ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1660734_2020.htm (CIK: 1660734, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00889", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nInterest Rate Risk\nOur results of operations are exposed to financial market risks due primarily to changes in interest rates and earnings credit rates on our cash accounts with commercial banks. COVID-19 has negatively affected the economic conditions in the United States and resulted in the Federal Reserve lowering interest rates to near zero, which has reduced the interest income we earn on our investable cash and increased the amount of fees we pay for commercial banking services. Any reduction in the earnings credit rate set by our commercial banking partners, which a bank calculates on non-interest bearing customer deposits and uses to offset service charges, could further increase fees we pay for commercial banking services.\nWe currently have no principal amounts of indebtedness outstanding under our line of credit, the terms of which are discussed in Note 8 to Consolidated Financial Statements in Item 8", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1065332_2020.htm (CIK: 1065332, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00890", "source": "edgar", "source_license": "public_domain", "text": "Item 8.Financial Statements and Supplementary Data\nThe Consolidated Financial Statements and supplementary data required by this item are set forth at the pages indicated in Item 15 of this Annual Report.\nItem 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1142596_2020.htm (CIK: 1142596, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00891", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nAs of December 31, 2020, we had no material exposure to market risks.\nITEM 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1760717_2020.htm (CIK: 1760717, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00892", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nConsolidated Statements of Income\nThe accompanying notes are an integral part of the consolidated financial statements.\nNordson Corporation 36\nConsolidated Statements of Comprehensive Income\nThe accompanying notes are an integral part of the consolidated financial statements.\nNordson Corporation 37\nConsolidated Balance Sheets\nThe accompanying notes are an integral part of the consolidated financial statements.\nNordson Corporation 38\nConsolidated Statements of Shareholders\u2019 Equity\nThe accompanying notes are an integral part of the consolidated financial statements.\nNordson Corporation 39\nConsolidated Statements of Cash Flows\nThe accompanying notes are an integral part of the consolidated financial statements.\nNordson Corporation 40\nNotes to Consolidated Financial Statements\nNOTE REGARDING AMOUNTS AND FISCAL YEAR REFERENCES\nIn this annual report, all amounts related to United States dollars and foreign currency and to the number of Nordson Corporation\u2019s common shares, except for per share earnings and dividend amounts, are expressed in thousands. Unless the context otherwise indicates, all references to \u201cwe\u201d or the \u201cCompany\u201d mean Nordson Corporation.\nUnless otherwise noted, all references to years relate to our fiscal year.\nNote 1 - Significant accounting policies\nConsolidation - The consolidated financial statements include the accounts of Nordson Corporation and its majority-owned and controlled subsidiaries. Investments in affiliates and joint ventures in which our ownership is 50 percent or less or in which we do not have control but have the ability to exercise significant influence, are accounted for under the equity method. All significant intercompany accounts and transactions have been eliminated in consolidation.\nUse of estimates - The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and notes. Actual amounts could differ from these estimates.\nFiscal year - Our fiscal year is November 1 through October 31.\nRevenue recognition - A contract exists when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of the consideration is probable. Revenue is recognized when performance obligations under the terms of the contract with a customer are satisfied. Generally, our revenue results from short-term, fixed-price contracts and primarily is recognized as of a point in time when the product is shipped or at a later point when the control of the product transfers to the customer. Revenue for undelivered items is deferred and included within Accrued liabilities in our Consolidated Balance Sheets. Revenues deferred as of October 31, 2020 and 2019 were not material.\nHowever, for certain contracts related to the sale of customer-specific products within our Advanced Technology Solutions segment, there was a change in revenue recognition upon adoption of the new revenue standard. Previously, these contracts were recognized at the point in time when the shipping terms were satisfied. Under the new revenue standard, we now recognize revenue for these contracts over time as we satisfy performance obligations because of the continuous transfer of control to the customer. The continuous transfer of control to the customer occurs as we enhance assets that are customer controlled and we are contractually entitled to payment for work performed to date plus a reasonable margin.\nAs control transfers over time for these products or services, revenue is recognized based on progress toward completion of the performance obligations. The selection method to measure progress towards completion requires judgment and is based on the nature of the products or services to be provided. W", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 72331_2020.htm (CIK: 72331, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00893", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data.\nReference is made to Pages through comprising a portion of this Annual Report on Form 10-K.\nItem 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1826814_2020.htm (CIK: 1826814, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00894", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nIndex to Consolidated Financial Statements and Supplementary Data\nReport of Independent Registered Public Accounting Firm\nShareholders and Board of Directors\nHome Point Capital Inc. & Subsidiaries\nAnn Arbor, Michigan\nOpinion on the Consolidated Financial Statements\nWe have audited the accompanying consolidated balance sheets of Home Point Capital Inc. & Subsidiaries (the \u201cCompany\u201d) as of December 31, 2020 and 2019, the related consolidated statements of operations, shareholders\u2019 equity, and cash flows for each of the two years in the period ended December 31, 2020, and the related notes (collectively referred to as the \u201cconsolidated financial statements\u201d). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.\nChange in Accounting Principle\nAs discussed in Note 1 to the consolidated financial statements, effective on January 1, 2020, the Company changed its method of accounting for leases due to the adoption of Accounting Standards Codification Topic 842, Leases.\nBasis for Opinion\nThese consolidated financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (\u201cPCAOB\u201d) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company\u2019s internal control over financial reporting. Accordingly, we express no such opinion.\nOur audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.\nCritical Audit Matters\nThe critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.\nFair Value of Mortgage Servicin", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1830197_2020.htm (CIK: 1830197, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00895", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\nThe selected condensed consolidated financial data below should be read in conjunction with Item 7, \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations,\u201d and Item 8, \u201cFinancial Statements and Supplementary Financial Information,\u201d included elsewhere in this Form 10-K. The selected condensed consolidated financial data as of December 31, 2020, 2019, 2018, 2017, and 2016 and for the years ended December 31, 2020, 2019, 2018, 2017, and 2016 has been derived from our audited consolidated financial statements.\nCONSOLIDATED STATEMENTS OF OPERATIONS DATA:\n(in thousands, except per share data)\n(1) As a result of our adoption of Accounting Standards Codification, or ASC, Topic 606 effective January 1, 2018 using the modified retrospective method, prior period amounts have not been adjusted to conform with ASC 606 and therefore may not be comparable. See our policy on \u201cRevenue Recognition\u201d in Note B to our Consolidated Financial Statements in Item 8 of this Form 10-K.\n(2) Our revenues and operating results have been affected by the deferral of revenues from customer transactions occurring prior to 2011. On January 1, 2011, we adopted Accounting Standards Update, or ASU, No. 2009-14. Substantially all revenue arrangements prior to January 1, 2011 were generally recognized on a ratable basis over the service period of Implied Maintenance Release PCS. Subsequent to January 1, 2011, product revenues are generally recognized upon delivery and Implied Maintenance Release PCS and other service and support elements are recognized as services are rendered.\nCONSOLIDATED BALANCE SHEET DATA:\n(in thousands)\n(1) On January 1, 2019, we adopted ASC Topic 842, Leases, or ASC 842, using the modified retrospective transition approach, as provided by ASU No. 2018-11, Leases - Targeted Improvements, or ASU 2018-11. We elected the package of practical expedients permitted under the transition guidance. Results for reporting periods beginning after January 1, 2019 are presented under ASC 842, while prior periods have not been adjusted and continue to be reported in accordance with our historic accounting under previous GAAP. The primary impact of ASC 842 is that substantially all of our leases are recognized on the balance sheet, by recording right-of-use assets and short-term and long-term lease liabilities. The new standard does not have a material impact on our consolidated statement of operations and cash flows, and the effects of applying ASC 842 as a cumulative-effect adjustment to retained earnings as of January 1, 2019 is immaterial.\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 896841_2020.htm (CIK: 896841, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00896", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\nThe statements included herein that are not based solely on historical facts are \u201cforward looking statements.\u201d Such forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties. Our actual results could differ materially from those anticipated by us in these forward-looking statements as a result of various factors, including those discussed below and under Part I, Item 1A. \u201cRisk Factors.\u201d\nOverview\nWe are a cloud-based provider of payroll and human capital management (\u201cHCM\u201d) software solutions for medium-sized organizations, which we define as those having between 20 and 1,000 employees. Our comprehensive and easy-to-use solutions enable our clients to manage their workforces more effectively. Our product suite delivers a unified platform for professionals to make strategic decisions in the areas of payroll, core HR, workforce management, talent and benefits, all while promoting a modern workplace and improving employee engagement.\nEffective management of human capital is a core function in all organizations and requires a significant commitment of resources. Our solutions were specifically designed to meet the payroll and HCM needs of medium-sized organizations. We designed our cloud-based platform to provide a unified suite of modules using a multi-tenant architecture. Our solutions are highly flexible and configurable and feature a modern, intuitive user experience. Our platform offers automated data integration with over 400 related third-party systems, such as 401(k), benefits and insurance provider systems.\nOur payroll solution was the first of our current offerings introduced into the market. We believe payroll is the most critical system of record for medium-sized organizations and an essential gateway to other HCM functionalities. We have invested in, and we intend to continue to invest in, research and development to expand our product offerings and advance our platform.\nWe believe there is a significant opportunity to grow our business by increasing our number of clients and we intend to invest in our business to achieve this purpose. We market and sell our solutions through our direct sales force. We have increased our sales and marketing expenses as we have added sales representatives and related sales and marketing personnel. We intend to continue to grow our sales and marketing organization across new and existing geographic territories. In addition to growing our number of clients, we intend to grow our revenue over the long term by increasing the number and quality of products that clients purchase from us. To do so, we must continue to enhance and grow the number of solutions we offer to advance our platform.\nWe believe that delivering a positive service experience is an essential element of our ability to sell our solutions and retain our clients. We seek to develop deep relationships with our clients through our unified service model, which has been designed to meet the service needs of mid-market organizations. We expect to continue to invest in and grow our implementation and client service organization as our client base grows.\nWe believe we have the opportunity to continue to grow our business over the long term, and to do so we have invested, and intend to continue to invest, across our entire organization. These investments include increasing the number of personnel across all functional areas, along with improving our solutions and infrastructure to support our growth. The timing and amount of these investments vary based on the rate at which we add new clients, add new personnel and scale our application development and other activities. Many of these investments will occur in advance of experiencing any direct benefit from them, which will make it difficult to determine if we are effectively allocating our resources. We expect these investments t", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1591698_2020.htm (CIK: 1591698, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00897", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nMarket Risk\nMarket risk is defined as the degree to which changes in interest rates, foreign exchange rates, commodity prices, or equity prices can adversely affect a financial institution\u2019s earnings or capital. For financial institutions, market risk primarily reflects exposures to changes in interest rates. Interest rate fluctuations affect earnings by changing net interest income and other interest-sensitive income and expense levels. Interest rate changes affect capital by changing the net present value of a financial institution\u2019s future cash flows, and the cash flows themselves, as rates change. Accepting this risk is a normal part of banking and can be an important source of profitability and enhancement of shareholder value. However, excessive interest rate risk can threaten a financial institution\u2019s earnings, capital, liquidity and solvency. Our sensitivity to changes in interest rate movements is continually monitored by the ALCO.\nThe ALCO utilizes an asset liability model (\u201cALM\u201d) to monitor and manage market risk through net interest income simulation for various rate shock scenarios and economic value of equity (\u201cEVE\u201d), simulation for various rate shock scenarios. The rate shock scenarios used in the ALM span over multiple time horizons and yield curve shapes and include parallel and non-parallel shifts to ensure the ALCO can mitigate future earnings and market value fluctuations due to changes in market interest rates.\nWithin the context of the ALM, net interest income rate shock simulations explicitly measure the exposure to earnings from changes in market rates of interest over a defined time horizon. These robust simulations include assumptions of how the balance sheet will react in different rate environments including loan pre-payment speeds, average life of non-maturing deposits, and how sensitive each interest-earning asset and interest-bearing liability is to changes in market rates (betas). Under simulation analysis, our current financial position is combined with assumptions regarding future business to calculate net interest income under various hypothetical rate scenarios. Reviewing these various measures provides us with a more comprehensive view of our interest rate risk profile.\nNet interest income rate shock simulation results are compared to a base case to provide an estimate of the impact that market rate changes may have on 12 months and 24 months of pretax net interest income. The base case and rate shock analyses are performed on a static and growth balance sheet. A static balance sheet is a no growth balance sheet in which all maturing and/or repricing cash flows are reinvested in the same product at the existing product spread. Rate shock analyses assume an immediate parallel shift in market interest rates and also include management assumptions regarding the impact of interest rate changes on non-maturity deposit products (noninterest-bearing demand, interest-bearing demand, money market and savings) and changes in the prepayment behavior of loans and securities with optionality. Our policy guidelines limit the change in pretax net interest income over a 12-month horizon using rate shocks of +/- 100, 200, 300 and 400 basis points. We have temporarily suspended the -300 and -400 basis point rate shock analyses. Due to the low interest rate environment, we believe the impact to net interest income when evaluating the -300 and -400 basis point rate shock scenarios does not provide meaningful insight into our interest rate risk position.\nIn order to monitor interest rate risk beyond the 24-month time horizon of rate shocks, we also perform EVE analyses. EVE represents the present value of all asset cash flows minus the present value of all liability cash flows. EVE rate change results are compared to a base case to determine the impact that market rate changes may have on our EVE. As with rate shock analysis, EVE analyses incor", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1829576_2020.htm (CIK: 1829576, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00898", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation.\nOur named executive officers, or NEOs, for 2020, which consist of our principal executive officer and the next two most highly-compensated executives, are:\n\u2022\nDr. Harry Stylli, our Chief Executive Officer, or CEO, and Chairman of our Board;\n\u2022\nEric d\u2019Esparbes, our Chief Financial Officer; and\n\u2022\nDamon Silvestry, our Chief Operating Officer.\n2020 Summary Compensation Table\nThe following table summarizes the compensation awarded to, earned by, or paid to our NEOs for 2020 and 2019.\n(1)\nAmounts shown in this column represent the aggregate grant date fair value (calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718) of stock awards and stock options granted during the year and the incremental fair value (calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718) of stock options that were repriced on January 9, 2020. A description of the methodologies and assumptions we use to value equity awards and the manner in which we recognize the related expense are described in Note 12 to our consolidated financial statements, Stock-Based Compensation. These amounts may not correspond to the actual value eventually realized by each NEO because the value depends on the market value of our common stock at the time the award vests or is exercised.\n(2)\nMr. d\u2019Esparbes had a target bonus equal to 50% of base salary and Mr. Silvestry had a target bonus equal to 40% of base salary. Dr. Stylli did not participate in our annual incentive bonus program during 2020 or 2019. Messrs. d\u2019Esparbes and Silvestry will receive their annual non-equity incentive plan compensation awards for 2020 in the form of fully vested shares of common stock.\n(3)\nAmounts shown in this column represent the value of life insurance premiums paid by the Company for each NEO, the value of 401(k) contributions made by the Company for Messrs. d\u2019Esparbes and Silvestry, and the value of relocation and temporary housing costs for Mr. Silvestry.\n(4)\nIn lieu of paying cash bonuses for the fiscal year ended December 31, 2019, on March 3, 2020, the compensation committee approved granting Mr. d\u2019Esparbes 4,610 restricted stock units with a fair value on such date of $44,998 and 7,785 stock options with a fair value on such date of $49,184. The grant date for all awards was March 4, 2020. The stock options were fully-vested as of the date of grant and the restricted stock units vested on the one-year anniversary of the date of grant. In accordance with applicable SEC rules, the grant date fair value of each award is included in the 2020 Summary Compensation Table as Stock Awards and Option Awards.\nOutstanding Equity Awards at 2020 Fiscal-Year End Table\nThe following table sets forth information regarding outstanding equity awards at the end of 2020 for each of our NEOs.\n(1)\nDr. Stylli\u2019s unvested restricted stock units vest in semi-annual installments on each February 15 and August 15, ending on August 15, 2024, and his stock options vest in equal monthly installments over a four-year period.\n(2)\nThese restricted stock units vest over a four-year period, with 25% vesting on the one-year anniversary of the date of grant and then in semi-annual installments beginning on February 15, 2021 and ending on August 15, 2023.\n(3)\nOn January 9, 2020, our Board and stockholders approved the reduction of the exercise price of the stock options to $9.88 to reflect the current fair market value of our common stock on such date. The unvested portion of these stock options vest in equal monthly installments through June 15, 2023.\n(4)\nMr. d\u2019Esparbes\u2019s restricted stock units granted on January 15, 2020 vest with 25% vesting on February 15, 2021, and then in semi-annual installments beginning on August 15, 2021 and ending on February 15, 2024 and his stock options granted on such date vest over a four-year period, with 25% vesting on the one-year anniversary of the date of", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1580063_2020.htm (CIK: 1580063, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00899", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nRisk Factor Summary\nBefore you invest in our Common Units, you should carefully consider the risk factors referenced below and as more fully described in this section. If any of the risks referenced below and discussed under this section were to occur, our business, financial condition, results of operations, cash flows and ability to make cash distributions could be materially adversely affected.\nRisks Related to Our Business\n\u2022Following the closing of the Chevron Merger, Chevron Corporation indirectly owns our General Partner. Chevron\u2019s ownership of our General Partner may result in conflicts of interest.\n\u2022We derive a substantial portion of our revenue from Noble. If Noble changes its business strategy, alters its current drilling and development plan on our dedicated acreage, or otherwise significantly reduces the volumes of crude oil, natural gas, produced water or fresh water with respect to which we perform midstream services, our revenue would decline and our business, financial condition, results of operations, cash flows and ability to make distributions to our unitholders would be materially and adversely affected.\n\u2022In the event any customer, including Noble, elects to sell acreage that is dedicated to us to a third party, the third party\u2019s financial condition could be materially worse than the customer with whom we have contracted, and thus we could be subject to the nonpayment or nonperformance by the third party.\n\u2022We may not generate sufficient distributable cash flow to enable us to make quarterly distributions to our unitholders at our current distribution rate.\n\u2022Because of the natural decline in production from existing wells, our success, in part, depends on our ability to maintain or increase hydrocarbon throughput volumes on our midstream systems, which depends on our customers\u2019 levels of development and completion activity on our dedicated acreage.\n\u2022Our midstream assets are currently primarily located in the DJ Basin in Colorado and the Delaware Basin in Texas, making us vulnerable to risks associated with operating in a limited geographic area.\n\u2022While we have been granted a right of first refusal to provide midstream services and purchase assets on certain acreage that Noble currently owns and on certain acreage that Noble acquires onshore in the U.S., portions of this acreage may be subject to preexisting dedications that may require Noble to use third parties for midstream services or we may not be able to economically accept such an offer from Noble.\n\u2022We may be unable to grow by acquiring midstream assets retained, acquired or developed by Noble and we may be unable to make attractive acquisitions or successfully integrate acquired businesses, assets or properties, all of which could limit our ability to increase our distributable cash flow.\n\u2022We may not be able to attract dedications of additional third-party volumes, in part because our industry is highly competitive, which could limit our ability to grow and increase our dependence on Noble. Further, increased competition from other companies that provide midstream services, or from alternative fuel sources, could have a negative impact on the demand for our services, which could adversely affect our financial results.\n\u2022To grow our business, we will be required to make substantial capital expenditures. If we are unable to obtain needed capital or financing on satisfactory terms, our ability to make cash distributions may be diminished or our financial leverage could increase.\n\u2022The amount of cash we have available for distribution to our unitholders depends primarily on our cash flow and not solely on our profitability, which may prevent us from making distributions, even during periods in which we record net income.\n\u2022Our business, including the rates of our regulated assets, our pipelines and our environmental and safety practices, are subject to regulation by multiple governmental agencies, which any such regulation could adverse", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1647513_2020.htm (CIK: 1647513, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00900", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\nThe following table sets forth selected consolidated financial and other data for each of the five years ended August 31, 2020. The selected consolidated financial and other data presented below should be read in conjunction with Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations set forth in Part II, Item 7", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 912603_2020.htm (CIK: 912603, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00901", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation.\nExecutive Compensation\nWe do not directly compensate our named executive officers, nor do we reimburse the Advisor for compensation paid to our named executive officers, for services rendered to us. We pay certain management fees to the Advisor to compensate the Advisor for the services it provides in our day-to-day management. In addition, we reimburse certain expenses of the Advisor, including reimbursement for the costs of salaries and benefits of certain of their employees.\nReimbursement for the costs of salaries and benefits of the Advisor\u2019s employees relate to compensation paid to the Advisor\u2019s employees that provide services to us such as accounting, administrative or legal, for which the Advisor or its affiliates are not entitled to compensation in the form of a separate fee. A description of the fees that we pay to the Advisor and other affiliates is found in Item 13 below. Therefore, we do not have, nor has our board of directors or compensation committee considered, a compensation policy or program for our executive officers, and thus we have not included a Compensation Discussion and Analysis in this Annual Report on Form 10-K.\nDirectors\u2019 Compensation\nWe pay each of our directors who are Independent Directors as defined in our charter an annual retainer of $60,000. In addition, we pay the chairperson of the audit committee and our lead independent director an annual retainer of $10,000 and the chairpersons of our nominating and compensation committees annual retainers of $5,000 each. These retainers are payable quarterly in arrears. In addition, we pay each of our directors who are Independent Directors as defined in our charter (a) $1,500 for each board of directors or permanent committee meeting attended in person or by telephone, (c) $1,000 for each special committee meeting attended by phone or in person, and (c) $500 for each written consent considered by the director.\nAll directors receive reimbursement of reasonable out-of-pocket expenses incurred in connection with attendance at meetings of our board of directors. If a director is also an affiliate director, we do not pay compensation for services rendered as a director.\nDirector Compensation Table\nThe following table sets forth certain information with respect to our director compensation during the fiscal year ended December 31, 2020:\n(1)Includes fees earned for services rendered in 2020, regardless of when paid.\nCompensation Committee Interlocks and Insider Participation\nNo member of our compensation committee served as an officer or employee of the Company or any of our subsidiaries during the fiscal year ended December 31, 2020 or formerly served as an officer of the Company or any of our subsidiaries. In addition, during the fiscal year ended December 31, 2020, none of our executive officers served as a director or member of a compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of any entity that has one or more executive officers or directors serving as a member of our board of directors or compensation committee.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1387061_2020.htm (CIK: 1387061, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00902", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7 - MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION\nDisclaimer Regarding Forward Looking Statements\nOur Management\u2019s Discussion and Analysis or Plan of Operation contains not only statements that are historical facts, but also statements that are forward-looking. Forward-looking statements are, by their very nature, uncertain and risky. These risks and uncertainties include international, national and local general economic and market conditions; the COVID-19 global pandemic; demographic changes; our ability to sustain, manage, or forecast growth; our ability to successfully make and integrate acquisitions; new product development and introduction; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; the loss of significant customers or suppliers; fluctuations and difficulty in forecasting operating results; changes in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; and other risks that might be detailed from time to time in our filings with the Securities and Exchange Commission.\nAlthough the forward-looking statements in this Annual Report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by them. Consequently, and because forward-looking statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. You are urged to carefully review and consider the various disclosures made by us in this report and in our other reports as we attempt to advise interested parties of the risks and factors that may affect our business, financial condition, and results of operations and prospects.\nOverview\nWe are a unique bundled internet solution, consisting of search, chat, email, and offsite file transfer and storage modules, created to address dangerous, pressing issues not adequately addressed by our competitors. Gofba was established to address the current dangers that threaten the everyday internet user. We see two primary threats. The first is unrestricted, free access to inappropriate material. We have developed proprietary search algorithms which eliminate or make scarce inappropriate material from search results. The second is security. To address this, we have developed proprietary security algorithms which provide an enhanced level of protection for users. We believe we are the online solution to these problems; providing users with a safe haven on the internet. With limited promotional activity and minimal advertising, we currently enjoy over 44 million users worldwide. Our user base is increasing at an ever-expanding rate.\nCorporate Overview\nWe were incorporated in the State of California as Gofba, Inc. on November 6, 2008.\nOur offices are located at 3281 E. Guasti Road, Suite 700, Ontario, CA 91761 telephone number (909) 212-7662.\nThis discussion and analysis should be read in conjunction with our consolidated financial statements included as part of this report.\nCritical Accounting Policies\nRevenue\nIn May 2014, the FASB issued ASU No. 2014-09, \"Revenue from Contracts with Customers (Topic 606)\", which supersedes the revenue recognition requirements in ASC Topic 605, \"Revenue Recognition\", and most industry specific guidance. This ASU is a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. The new revenue standard was effective for us on January 1, 2019.\nWe recognize revenue when a customer obtains control of promised services or products. The amount of revenue recognized reflects the consideration that we exp", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1735092_2020.htm (CIK: 1735092, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00903", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk\nInformation relating to quantitative and qualitative disclosures about market risk is detailed in Item 7. \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations - Quantitative and Qualitative Disclosures About Market Risk\u201d and is incorporated herein by reference.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 885590_2020.htm (CIK: 885590, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00904", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data\nYou should read the following selected consolidated financial data in conjunction with \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d and our consolidated financial statements and the related notes appearing in Part II of this Form 10-K.\nNet income attributable to IHS Markit Ltd. for 2020 included a gain on sale of the A&D business line of approximately $377 million. Net income attributable to IHS Markit Ltd. for 2019 included a one-time net tax expense associated with U.S. treasury regulations retroactive to 2018 of approximately $150 million. Net income attributable to IHS Markit Ltd. for 2018 include a one-time net tax benefit associated with U.S. tax reform of approximately $141 million.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: tax expense, tax benefit, tax reform. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00905", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7 - MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nThis Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations includes a number of forward-looking statements that reflect Management\u2019s current views with respect to future events and financial performance. You can identify these statements by forward-looking words such as \u201cmay\u201d \u201cwill,\u201d \u201cexpect,\u201d \u201canticipate,\u201d \u201cbelieve,\u201d \u201cestimate\u201d and \u201ccontinue,\u201d or similar words. Those statements include statements regarding the intent, belief or current expectations of us and members of its management team as well as the assumptions on which such statements are based. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risk and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements.\nReaders are urged to carefully review and consider the various disclosures made by us in this report and in our other reports filed with the Securities and Exchange Commission. Important factors known to us could cause actual results to differ materially from those in forward-looking statements. We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes in the future operating results over time. We believe that its assumptions are based upon reasonable data derived from and known about our business and operations and the business and operations of our company. No assurances are made that actual results of operations or the results of our future activities will not differ materially from its assumptions. Factors that could cause differences include, but are not limited to, expected market demand for our services, fluctuations in pricing for materials, and competition.\nBusiness Overview\nTelecommunications\nTelecommunications providers, technology and enterprise customers continue to seek and outsource solutions in order to reduce their investment in capital equipment, provide flexibility in workforce sizing and expand product offerings without large increases in incremental hiring. As a result, we believe there is significant opportunity to expand both our United States and international telecommunications solutions services and staffing services capabilities. As we continue to expand our presence in the marketplace, we will target those customers going through new network deployments and wireless service upgrades.\nWe expect to continue to increase our gross margins by leveraging our single-source end-to-end network to efficiently provide a full spectrum of end-to-end next-generation network solutions and staffing services to our customers. We believe our solutions and services offerings can alleviate some of the inefficiencies typically present in our industry, which result, in part, from the highly-fragmented nature of the telecommunications industry, limited access to skilled labor and the difficulty industry participants have in managing multiple specialty-service providers to address their needs. As a result, we believe we can provide superior service to our customers and eliminate certain redundancies and costs for them. We believe our ability to address a wide range of end-to-end solutions, network infrastructure and project-staffing service needs of our telecommunications industry clients is a key competitive advantage. Our ability to offer diverse technical capabilities (including design, engineering, construction, deployment, and installation and integration services) allows customers to turn to a single source for those specific specialty services, as well as to entrust us with the execution of entire turn-key solutions.\nWe have become a multi-faceted company with an international presence. We believe this platform will allow us to leverage our corporate and other fixed costs and capture gross mar", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1413891_2020.htm (CIK: 1413891, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00906", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8.\nFinancial Statements and Supplementary Data\nPage\nReport of Independent Registered Public Accounting Firm\nConsolidated Balance Sheets as of December 31, 2020 and 2019\nConsolidated Statements of Operations for the Years Ended December 31, 2020 and 2019\nConsolidated Statements of Stockholders\u2019 Equity for the Years Ended December 31, 2020 and 2019\nConsolidated Statements of Cash Flows for the Years Ended December 31, 2020 and 2019\nNotes to Consolidated Financial Statements\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nTo the shareholders and the Board of Directors of Minerva Neurosciences, Inc.\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheets of Minerva Neurosciences, Inc. and subsidiaries (the \"Company\") as of December 31, 2020 and 2019, the related consolidated statements of operations, stockholders' equity, and cash flows, for each of the two years in the period ended December 31, 2020, and the related notes (collectively referred to as the \"financial statements\"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.\nBasis for Opinion\nThese financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company\u2019s internal control over financial reporting. Accordingly, we express no such opinion.\nOur audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\nCritical Audit Matter\nThe critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.\nIn-Process Research and Development - Refer to Note 2 to the financial statements\nCrit", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1598646_2020.htm (CIK: 1598646, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00907", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nRISK FACTORS\nThere are many factors that may affect our business and results of operations. If any of the following risks actually occur, our business, financial condition and results of operations could be materially and adversely affected and we may not be able to achieve our goals. We cannot assure you that any of the events discussed in the risk factors below will not occur. Further, the risks and uncertainties described below are not the only ones we face. Additional risks not presently known to us or that we currently deem immaterial may also materially affect our business.\nSummary of Material Risks Related to the Oil, Natural Gas and NGL Industry and Our Business\nRisks Relating to Commodity Prices\n\u2022Oil and natural gas prices are volatile. An extended or further decline in commodity prices may adversely affect our business, financial condition or results of operations and our ability to meet our capital expenditure obligations and financial commitments.\nRisks Relating to our Reserves and Reserve Estimation\n\u2022Reserve estimates depend on many assumptions that may turn out to be inaccurate. Any material inaccuracies in reserve estimates or underlying assumptions will materially affect the quantities and present value of our reserves.\n\u2022There is a limited amount of production data from horizontal wells completed in the DJ Basin. As a result, reserve estimates associated with horizontal wells in this area are subject to greater uncertainty than estimates associated with reserves attributable to vertical wells in the same area.\n\u2022Unless we replace our reserves with new reserves and develop those reserves, our reserves and production will decline, which would adversely affect our future cash flows and results of operations.\n\u2022A substantial portion of our reserves are located in urban areas, which could increase our costs of development and delay production.\nRisks Related to our Operations\n\u2022Drilling for and producing oil and natural gas are high risk activities with many uncertainties that could adversely affect our business, financial condition or results of operations.\n\u2022Properties that we decide to drill may not yield oil, natural gas or NGL in commercially viable quantities.\n\u2022Our undeveloped acreage must be drilled before lease expiration to hold the acreage by production. In highly competitive markets for acreage, failure to drill sufficient wells to hold acreage could result in a substantial lease renewal cost or, if renewal is not feasible, loss of our lease and prospective drilling opportunities.\n\u2022Substantially all of our producing properties are located in the DJ Basin of Colorado, making us vulnerable to risks associated with operating in one major geographic area. Specifically, as the DJ Basin is an area of high industry activity, we may be unable to hire, train or retain qualified personnel needed to manage and operate our assets.\nRisks Related to the Regulatory Environment\n\u2022Changes in the legal and regulatory environment governing the oil and natural gas industry, particularly changes specific to the DJ Basin of Colorado, could have a material adverse effect on our business.\nRisks Related to Capital\n\u2022Our exploration and development projects require substantial capital expenditures. We may be unable to obtain required capital or financing on satisfactory terms, which could lead to a decline in our reserves.\n\u2022A negative shift in investor sentiment of the oil and gas industry could have adverse effects on our ability to raise debt and equity capital and on our operations.\n\u2022Declining general economic, business or industry conditions may have a material adverse effect on our results of operations, liquidity and financial condition.\n\u2022We may be unable to access the equity or debt capital markets, including the market for senior unsecured notes, to meet our obligations.\nRisks Related to Debt\n\u2022The borrowing base under our RBL Credit Facility may be reduced in connection with declines in commodity prices, whi", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1655020_2020.htm (CIK: 1655020, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00908", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk.\nFollowing the consummation of our Initial Public Offering, the net proceeds of our Initial Public Offering, including amounts in the Trust Account, have been invested in U.S. government treasury bills, notes or bonds with a maturity of 180 days or less or in certain money market funds that invest solely in U.S. treasuries. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.\nIndex to Financial Statements\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1801170_2020.htm (CIK: 1801170, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00909", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.\nWe are a smaller reporting company and are not required to provide disclosure under this item.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1540159_2020.htm (CIK: 1540159, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00910", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nThe information required to be furnished by this Item 11. is incorporated herein by reference to our Proxy Statement.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1013237_2020.htm (CIK: 1013237, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00911", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations\nYou should refer to our consolidated financial statements and the notes thereto and our Selected Financial Data table as you read this section.\nThis section contains \u201cforward-looking\u201d statements, as defined in the Private Securities Litigation Reform Act of 1995, that are based on our current expectations, estimates and projections about future events and financial trends affecting the financial condition and operations of our business. Forward-looking statements can be identified by the use of words such as \u201cmay,\u201d \u201cwill,\u201d \u201cshould,\u201d \u201ccould,\u201d \u201cbelieve,\u201d \u201canticipate,\u201d \u201cexpect,\u201d \u201cestimate,\u201d \u201cplan\u201d or other comparable terminology. Forward-looking statements are inherently subject to risks and uncertainties, many of which we cannot predict with accuracy and some of which we might not even anticipate. Although we believe that the expectations, estimates and projections reflected in such forward-looking statements are based on reasonable assumptions at the time made, we can give no assurance that these expectations, estimates and projections will be achieved. Future events and actual results may differ materially from those discussed in the forward-looking statements. Important factors that may affect these expectations, estimates and projections include, but are not limited to:\n\u2022general economic and business conditions, which will, among other things, affect office property and data center demand and rents, tenant creditworthiness, interest rates, financing availability and property values;\n\u2022adverse changes in the real estate markets, including, among other things, increased competition with other companies;\n\u2022risks and uncertainties regarding the impact of the COVID-19 pandemic, and similar pandemics, along with restrictive measures instituted to prevent spread, on our business, the real estate industry and national, regional and local economic conditions;\n\u2022governmental actions and initiatives, including risks associated with the impact of a prolonged government shutdown or budgetary reductions or impasses, such as a reduction in rental revenues, non-renewal of leases and/or reduced or delayed demand for additional space by our strategic customers;\n\u2022our ability to borrow on favorable terms;\n\u2022risks of real estate acquisition and development activities, including, among other things, risks that development projects may not be completed on schedule, that tenants may not take occupancy or pay rent or that development or operating costs may be greater than anticipated;\n\u2022risks of investing through joint venture structures, including risks that our joint venture partners may not fulfill their financial obligations as investors or may take actions that are inconsistent with our objectives;\n\u2022changes in our plans for properties or views of market economic conditions or failure to obtain development rights, either of which could result in recognition of significant impairment losses;\n\u2022our ability to satisfy and operate effectively under Federal income tax rules relating to real estate investment trusts and partnerships;\n\u2022possible adverse changes in tax laws;\n\u2022the dilutive effects of issuing additional common shares;\n\u2022our ability to achieve projected results;\n\u2022security breaches relating to cyber attacks, cyber intrusions or other factors; and\n\u2022environmental requirements.\nWe undertake no obligation to publicly update or supplement forward-looking statements.\nOverview\nWhile 2020 will most likely be remembered for the COVID-19 pandemic, including the restrictive measures instituted to prevent spread and the resulting economic uncertainty, we do not believe that the pandemic significantly affected our ability to execute our business strategy due primarily to our portfolio\u2019s significant concentration in Defense/IT Locations. The tenants in most of these properties were designated as \u201cessential businesses,\u201d and therefore exempt from use and occupancy restric", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax law. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00912", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nInformation set forth in the Proxy Statement under the caption \u201cCompensation of Executive Officers,\u201d with respect to executive compensation, is incorporated herein by reference.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 935703_2020.htm (CIK: 935703, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00913", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.\nThis section should be read in conjunction with the following parts of this Form 10-K: Part II, Item 8 \u201cFinancial Statements and Supplementary Data,\u201d Part II, Item 7A, \u201cQuantitative and Qualitative Disclosures About Market Risk,\u201d and Part I, Item 1 \u201cBusiness.\u201d For a discussion on the comparison of results of operations for the years ended December 31, 2019 and 2018, refer Item 7. \u201cManagement's Discussion and Analysis of Financial Condition and Results of Operation\u201d in the Company\u2019s Annual Form 10-K filed with the SEC on March 6, 2020.\nOverview\nWe are headquartered in Iowa City, Iowa, and are a bank holding company under the BHCA that has elected to be a financial holding company. We are the holding company for MidWestOne Bank, an Iowa state non-member bank with its main office in Iowa City, Iowa. We also were the holding company for MidWestOne Insurance Services, Inc., until its dissolution in 2019.\nOn May 1, 2019, the Company acquired ATBancorp, a bank holding company whose wholly-owned banking subsidiaries were ATSB and ABTW, community banks headquartered in Dubuque, Iowa, and Cuba City, Wisconsin, respectively. As consideration for the merger, we issued 4,117,536 shares of our common stock with a value of $116 million and paid cash in the amount of $34.8 million. The effects of this acquisition are one of the primary causes of the stated changes in our operating results for the year ended December 31, 2020 compared to the year ended December 31, 2019, unless otherwise noted.\nThe Bank operates a total of 56 banking offices, which are located throughout central and eastern Iowa, the Minneapolis/St. Paul metropolitan area of Minnesota, southwestern Wisconsin, southwestern Florida, and Denver, Colorado. The Bank is focused on delivering relationship-based business and personal banking products and services. The Bank provides commercial loans, real estate loans, agricultural loans, credit card loans, and consumer loans. The Bank also provides deposit products including demand and interest checking accounts, savings accounts, money market accounts, and time deposits. Complementary to our loan and deposit products, the Bank also provides products and services including treasury management, Zelle, online and mobile banking, credit and debit cards, ATMs, and safe deposit boxes. The Bank also has a trust department through which it offers services including the administration of estates, personal trusts, and conservatorships and the management of real property. Finally, the Bank\u2019s investment services department offers financial planning, investment advisory, and retail securities brokerage services (the latter of which is provided through an agreement with a third-party registered broker-dealer).\nOur results of operations are significantly affected by our net interest income. Results of operations are also affected by noninterest income and expense, credit loss expense and income tax expense. Significant external factors that impact our results of operations include general economic and competitive conditions, as well as changes in market interest rates, government policies, and actions of regulatory authorities.\nFinancial Summary\nBalance Sheet\nTotal assets increased to $5.56 billion at December 31, 2020 from $4.65 billion at December 31, 2019. Total securities held for investment increased $871.4 million, or 110.9%, from $786.0 million at December 31, 2019, to $1.66 billion at December 31, 2020. Gross loans held for investment increased $27.6 million, or 0.8%, from $3.47 billion at December 31, 2019, to $3.50 billion at December 31, 2020. As of December 31, 2020, the allowance for credit losses was $55.5 million, or 1.59% of total loans, compared with $29.1 million, or 0.84% of total loans, at December 31, 2019. Nonperforming assets totaled $45.0 million at December 31, 2020, a decrease of 0.7% as compared to $45.3 million at December 31, ", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax expense. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00914", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nInformation concerning executive compensation and director compensation and certain matters regarding participation in the Company\u2019s compensation committee required by this item is incorporated by reference from the Company\u2019s definitive proxy statement for its annual meeting of shareholders to be held in 2021 which will be filed with the SEC within 120 days of our most recently completed fiscal year.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1163370_2020.htm (CIK: 1163370, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00915", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nThe information required by this item will be set forth in the Proxy Statement under the captions \"Executive Compensation\" and \"Non-Employee Director Compensation\" and is incorporated herein by reference.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1660280_2020.htm (CIK: 1660280, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00916", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.\nThe Consolidated Financial Statements and consolidated financial statement schedule of Arch Resources, Inc. and subsidiaries are included in this Annual Report on Form 10-K beginning on page.\nITEM 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1037676_2020.htm (CIK: 1037676, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00917", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nThe following discussion and analysis is intended to provide a narrative of our financial results and an evaluation of our financial condition and results of operations. The discussion should be read in conjunction with our consolidated financial statements and notes thereto. A description of our business is discussed in Item 1 of this report which contains an overview of our business as well as the status of our ongoing project operations.\nResults of Operations\nThe dollar values discussed in the following tables, except as otherwise indicated, are approximations to the nearest $1,000,000 and therefore do not necessarily sum in columns or rows. For more detail refer to the Financial Statements and Supplementary Data in Item 8. The tables identify years 2020, 2019 and 2018, all of which included a twelve-month period ended December 31.\n2020 Compared to 2019\nRevenue\nThe revenue generated in each period was a result of performing oceanic research, project administration and search and recovery operations for our customers and related parties. Total revenue decreased by $1.0 million in 2020 as compared to 2019. The $1.0 million decrease is comprised of a $1.4 million reduction resulting from the long-term project we were engaged on since 2018 having reached its life expectancy during this period offset in part by an increase of $0.4 million increase in marine exploration services.\nCost and Expenses\nMarketing, general and administrative expenses primarily include all costs within the following departments: Executive, Finance & Accounting, Legal, Information Technology, Human Resources, Marketing & Communications, Sales and Business Development. Marketing, general and administrative expense decreased $1.7 million to $3.6 million in 2020 compared to $5.5 million in 2019. The key items contributing to this $1.7 million decrease was a non-cash decrease of share-based compensation of $0.2 million and a net reduction of $1.2 in employee incentives and employee and director related compensation. The $1.2 million reduction was primarily due to the reduction of the discretionary incentive reserve resulting from management\u2019s decision to not pay discretionary incentives until appropriate. We also had a $0.4 million reduction in professional corporate services which includes a reduction of approximately $0.3 million in maritime legal services associated with the HMS Victory as well as fees related to legal and in our annual audit function. These decreases were offset in part by a $0.1 million increase split between governmental fees and our corporate liability insurance.\nOperations and research expenses are primarily focused around deep-sea mineral exploration which includes minerals research, scientific services, marine operations and project management. Operations and research expenses increased by $3.0 million from 2019 to 2020 primarily as a result of the following items: (i) a $4.3 million increase in financed professional fees, legal fees, and other expenses directly associated with our NAFTA litigation pursuit, (ii) a $1.3 million decrease in marine services operating technical labor costs, (iii) a $0.4 million increase in our concession permit fees for our Mexican subsidiary and (iv) a $0.4 million decrease in our general operational overhead which includes items such as travel related, insurances, depreciation and rent.\nOther Income or Expense\nOther income and expense was $8.5 and $5.2 million in net expenses for 2020 and 2019, respectively, resulting in a net expense increase of $3.3 million. This variance was primarily attributable to an increase in interest expense of $3.5 million primarily from our litigation financing agreement (NOTE H), a reduction in debt discount accretion in the amount of $1.0 million, a $0.4 million incremental expense due to the fair value accounting of our hybrid debt instrument (NOTE H), the prior year included a", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 798528_2020.htm (CIK: 798528, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00918", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nReport of Independent Registered Public Accounting Firm\nShareholders and Board of Directors\nEquus Total Return, Inc.\nHouston, Texas\nOpinion on the Financial Statements\nWe have audited the accompanying balance sheets of Equus Total Return, Inc. (the \u201cFund\u201d), including the schedule of investments, as of December 31, 2020 and 2019, the related statements of operations, changes in net assets, and cash flows for each of the three years in the period ended December 31, 2020, and the selected per share data and ratios for each of the five years in the period ended December 31, 2020, and the related notes and financial statement schedule listed in the Table of Contents in Item 15(a)(1) (collectively referred to as the \u201cfinancial statements\u201d). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund at December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, and the selected per share data and ratios for each of the five years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.\nBasis for Opinion\nThese financial statements are the responsibility of the Fund\u2019s management. Our responsibility is to express an opinion on the Fund\u2019s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (\u201cPCAOB\u201d) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor w ere we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund\u2019s internal control over financial reporting. Accordingly, we express no such opinion.\nOur audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\nCritical Audit Matter\nThe critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.\nValuation of Investments\nAs described in Note 3 to the financial statements, the Fund's investment at fair value was $7.0 million at December 31, 2020. The investment was valued in accordance with the Financial Accounting Standards Board\u2019s Acco", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 878932_2020.htm (CIK: 878932, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00919", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nEL POLLO LOCO HOLDINGS, INC. AND SUBSIDIARIES\nINDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS\nAudited Consolidated Financial Statements\nReport of Independent Registered Public Accounting Firm\nConsolidated Balance Sheets - December 30, 2020 and December 25, 2019\nConsolidated Statements of Operations-For the years ended December 30, 2020, December 25, 2019, and December 26, 2018\nConsolidated Statements of Comprehensive Income (Loss)-For the years ended December 30, 2020, December 25, 2019, and December 26, 2018\nConsolidated Statements of Changes in Stockholders\u2019 Equity-For the years ended December 30, 2020, December 25, 2019, and December 26, 2018\nConsolidated Statements of Cash Flows-For the years ended December 30, 2020, December 25, 2019, and December 26, 2018\nNotes to Consolidated Financial Statements\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nShareholders and Board of Directors\nEl Pollo Loco Holdings, Inc.\nCosta Mesa, California\nOpinion on the Consolidated Financial Statements\nWe have audited the accompanying consolidated balance sheets of El Pollo Loco Holdings, Inc. (the \u201cCompany\u201d) as of December 30, 2020 and December 25, 2019, the related consolidated statements of operations and comprehensive income (loss), stockholders\u2019 equity, and cash flows for each of the three years in the period ended December 30, 2020, and the related notes (collectively referred to as the \u201cconsolidated financial statements\u201d). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 30, 2020 and December 25, 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 30, 2020, in conformity with accounting principles generally accepted in the United States of America.\nWe also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (\u201cPCAOB\u201d), the Company's internal control over financial reporting as of December 30, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (\u201cCOSO\u201d) and our report dated March 15, 2021 expressed an unqualified opinion thereon.\nChange in Accounting Method Related to Leases\nAs discussed in Notes 2 and 5 to the consolidated financial statements, the Company has changed its method of accounting for leases in 2019 due to the adoption of Accounting Standards Codification (\u201cASC\u201d) 842 - Leases.\nBasis for Opinion\nThese consolidated financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.\nOur audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1606366_2020.htm (CIK: 1606366, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00920", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nManagement\u2019s Discussion and Analysis (\u201cMD&A\u201d) is intended to facilitate an understanding of our business and results of operations. This discussion and analysis should be read in conjunction with our consolidated financial statements and notes included in this Annual Report on Form 10-K. The information contained in this discussion and analysis or set forth elsewhere in this Annual Report on Form 10-K, including information with respect to our plans and strategy for our business, our operating expenses, and future payments under our collaboration agreements, includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements are based upon current expectations that involve risks and uncertainties. You should review the section entitled \u201cRisk Factors\u201d in Item 1A of Part I above for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. See the section entitled \u201cSpecial Note Regarding Forward Looking Statements\u201d above for more information.\nManagement Overview\nInnoviva, Inc. (\u201cInnoviva\u201d, the \u201cCompany\u201d, the \u201cRegistrant\u201d or \u201cwe\u201d and other similar pronouns) is a company with a portfolio of royalties and other healthcare assets. Our royalty portfolio contains respiratory assets partnered with Glaxo Group Limited (\u201cGSK\u201d), including RELVAR \u00ae/BREO \u00ae ELLIPTA \u00ae (fluticasone furoate/ vilanterol, \u201cFF/VI\u201d), ANORO \u00ae ELLIPTA \u00ae (umeclidinium bromide/ vilanterol, \u201cUMEC/VI\u201d) and TRELEGY \u00ae ELLIPTA \u00ae (the combination FF/UMEC/VI). Under the Long-Acting Beta2 Agonist (\u201cLABA\u201d) Collaboration Agreement, Innoviva is entitled to receive royalties from GSK on sales of RELVAR\u00ae/BREO \u00ae ELLIPTA \u00ae as follows: 15% on the first $3.0 billion of annual global net sales and 5% for all annual global net sales above $3.0 billion; and royalties from the sales of ANORO \u00ae ELLIPTA \u00ae which tier upward at a range from 6.5% to 10%. Innoviva is also entitled to 15% of royalty payments made by GSK under its agreements originally entered into with us, and since assigned to Theravance Respiratory Company, LLC (\u201cTRC\u201d), including TRELEGY \u00ae ELLIPTA \u00ae and any other product or combination of products that may be discovered or developed in the future under the LABA Collaboration Agreement and the Strategic Alliance Agreement with GSK (referred to herein as the \u201cGSK Agreements\u201d), which have been assigned to TRC other than RELVAR \u00ae/BREO \u00ae ELLIPTA \u00ae and ANORO \u00ae ELLIPTA \u00ae.\nOur company structure and organization are tailored to our focused activities of managing our respiratory assets partnered with GSK, including the commercial and developmental obligations associated with the GSK Agreements, optimizing capital allocation, and providing for certain essential reporting and management functions of a public company. As of December 31, 2020, we had five employees. Our revenues consist of royalties from our respiratory partnership agreements with GSK.\nFinancial Highlights\nIn the year ended December 31, 2020, the net income attributable to Innoviva stockholders was $224.4 million, an increase of $67.1 million from net income of $157.3 million in the year ended December 31, 2019, primarily due to the $50.3 million of change in fair values of equity and other long-term investments recognized in the year ended December 31, 2020 as further described below. Cash, cash equivalents, and marketable securities totaled $246.5 million, total value of our equity and other long-term investments was $438.3 million, and royalty receivable was $93.9 million as of December 31, 2020.\nCollaborative Arrangements with GSK\nLABA Collaboration\nIn November 2002, we entered into LABA collaboration with GSK to develop and commercialize once-daily", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1080014_2020.htm (CIK: 1080014, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00921", "source": "edgar", "source_license": "public_domain", "text": "Item 11.Executive Compensation\nDIRECTOR COMPENSATION\nDirector Compensation in Fiscal 2020\nThe following table shows the compensation earned by each non-employee director of our company for the year ended December 31, 2020.\n(1)The amounts included in this column are the dollar amounts representing the full grant date fair value of each stock option award or restricted stock unit award calculated in accordance with FASB ASC Topic 718 and do not represent the actual value that may be recognized by the directors upon option exercise or payment of restricted stock units. For information on the valuation assumptions used in calculating these amounts, see Note 8 to our audited financial statements included in this Annual Report on Form 10-K.\n(2)As of December 31, 2020, the number of shares underlying options held by each non-employee director was as follows: 23,750 shares for Mr. Costa; 75,000 shares for Ms. Dillione; 22,500 for Mr. Duncan; 42,500 shares for Dr. Dunton; 56,000 shares for Mr. Kaplan; and 53,000 shares for Mr. Lefkowitz.\n(3)Mr. Costa became a director on September 15, 2020.\n(4)Includes fees of $62,250 for Ms. Dillione that were deferred. See \u201cDirector Compensation Plan\u201d below for a description of the deferral plan pursuant to which the deferrals were made.\n(5)Mr. Duncan became a director on November 2, 2020.\n(6) Dr. Khan resigned as a director on October 30, 2020 and unvested stock options as of his resignation date with respect to 5,000 shares were forfeited.\nDirector Compensation Plan\nIn July 2014, we adopted a Deferred Compensation Plan for Directors, pursuant to which our non-employee directors may defer all of their cash director fees and restricted stock units. Any cash fees due a participating director will be converted into a number of shares of our common stock by dividing the dollar amount of fees payable by the closing price of our common stock on the date such fees would be payable, and the director\u2019s unfunded account would be credited with the shares. The shares that accumulate in a director\u2019s account will be paid to the director on the tenth business day in January following the year in which the director\u2019s service terminates for whatever reason, other than death, in which case the account will be paid within 30 days of the date of death to the designated beneficiaries, if any. If there are no designated beneficiaries, the account will be paid out the same as with any other termination of service. In the event of a change in control of our Company, the director would receive cash in an amount equal to the number of shares in the account multiplied by the fair market value of our common stock on the change in control date, and the payment would be accelerated to five business days after the effective date of the change in control.\nIn late 2018, with the assistance of Frederic W. Cook & Co., the Compensation Committee reviewed a peer group of 14 public companies, which group was used by Frederic W. Cook & Co. to conduct a compensation study for purposes of establishing director compensation. The composition of the peer group was based on the following criteria: (i) companies operating in a similar industry sector, (ii) publicly traded companies, (iii) companies of similar size, and (iv) companies of similar business operation and stage of research and development. The Compensation Committee also used this data in various combinations in an effort to establish director compensation that reflects our particular facts and circumstances. We continue to grant stock options to our non-employee directors.\nIn December 2018, as a result of the 2018 compensation study provided by Frederic W. Cook & Co., we determined that our non-employee director compensation program was significantly below market. Accordingly, we increased compensation levels effective January 1, 2019 to bring non-employee director compensation closer to our peer group. Effective as of July 1, 2019, we implemented Board committee fees (differentiat", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1410098_2020.htm (CIK: 1410098, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00922", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nShareholders should carefully consider the following risk factors in addition to the other information contained herein. We operate globally in challenging and highly competitive markets and thus our business is subject to a variety of risks. The risks and uncertainties described below are not the only ones facing Helix. We are subject to a variety of risks that affect many other companies generally, as well as additional risks and uncertainties not known to us or that, as of the date of this Annual Report, we believe are not as significant as the risks described below. You should be aware that the occurrence of the events described in these risk factors and elsewhere in this Annual Report could have a material adverse effect on our business, financial position, results of operations and cash flows.\nMarket and Industry Risks\nThe ongoing COVID-19 pandemic could continue to disrupt our operations and adversely impact our business and financial results.\nIn March 2020, the World Health Organization classified the outbreak of COVID-19 as a pandemic. The nature of COVID-19 led to worldwide shutdowns and halting of commercial and interpersonal activity, as governments around the world imposed regulations in efforts to control the spread of COVID-19 such as shelter-in-place orders, quarantines, executive orders and similar restrictions. As of December 31, 2020, efforts to contain COVID-19 have not succeeded in many regions, and the global pandemic remains ongoing. Furthermore, although vaccines have been identified, their efficacy and rollout pose logistical and other challenges, and new strains of coronavirus have been identified that may be more contagious, more severe, and for which vaccinations may not be effective. As a result the global economy has been marked by significant slowdown and uncertainty, which led to a precipitous decline in oil prices in response to demand concerns, as further discussed throughout these Risk Factors. These events have resulted in significantly weaker outlook for oil producers and by extension oilfield service companies, including reduced operating and capital budgets as well as market confidence in overall industry viability. We are not currently able to predict the duration or severity of the spread of COVID-19 or the responses thereto, and if economic and industry conditions do not improve, these events will continue to adversely impact our financial condition and results of operations.\nThe spread of COVID-19 to one or more of our locations, including our vessels, could significantly impact our operations. We have implemented various protocols for both onshore and offshore personnel in efforts to limit the impact of COVID-19, however those may not prove fully successful. The spread of COVID-19 to our onshore workforce could prevent us from supporting our offshore operations, we may experience reduced productivity as our onshore personnel work remotely, and any spread to our key management personnel may disrupt our business. Any outbreak on our vessels may result in the vessel, or some or all of a vessel crew (including customer crew), being quarantined and therefore impede the vessel's ability to generate revenue. We have experienced several instances of COVID-19 among our offshore crew, and although to date we have managed to minimize operational disruption, there can be no guarantee that will remain the case. We have experienced challenges in connection with our offshore crew changes due to health and travel restrictions related to COVID-19, and those challenges and/or restrictions may continue or worsen.\nOur business is adversely affected by low oil and gas prices, which occur in a cyclical oil and gas market that is currently experiencing significant volatility.\nOur services are substantially dependent upon the condition of the oil and gas market, and in particular, the willingness of oil and gas companies to make capital and other expenditures for offshore exploration, ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 866829_2020.htm (CIK: 866829, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00923", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nThe information required by this item is incorporated herein by reference to the definitive proxy statement for Simon\u2019s 2021 annual meeting of stockholders to be filed with the SEC pursuant to Regulation 14A.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1022344_2020.htm (CIK: 1022344, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00924", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nInformation concerning executive compensation is incorporated by reference from the section entitled \"Compensation of Directors and Executive Officers\" of the Company\u2019s 2021 Proxy Statement.\nInformation concerning the members of the Compensation Committee of the Company is incorporated by reference from the section entitled \"Compensation Committee Interlocks and Insider Participation\" of the Company\u2019s 2021 Proxy Statement.\nInformation concerning the report of the Compensation Committee of the Company is incorporated by reference from the section entitled \"Compensation Committee Report\" of the Company\u2019s 2021 Proxy Statement.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 701347_2020.htm (CIK: 701347, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00925", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nChina Foods Holdings Ltd\nIndex to\nConsolidated Financial Statements\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nTo the stockholders and the board of directors of\nChina Foods Holdings Limited\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheets of China Foods Holdings Limited (the \u201cCompany\u201d) as of December, 31 2020 and 2019 (restated) and the related consolidated statements of operations and comprehensive (loss) income, shareholders\u2019 equity, and cash flows for the years ended December 31, 2020 and 2019 (restated), and the related notes (collectively referred to as the \u201cfinancial statements\u201d). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019 (restated), and the results of its operations and its cash flows for the years ended December 31, 2020 and 2019 (restated), in conformity with accounting principles generally accepted in the United States of America.\nBasis for Opinion\nThese financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (\u201cPCAOB\u201d) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company\u2019s internal control over financial report. Accordingly, we express no such opinion.\nOur audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinions.\n/s/ HKCM CPA& Co.\nCertified Public Accountants\nWe have served as the Company\u2019s auditor since 2020.\nHong Kong, China\nApril 13, 2021\nChina Foods Holdings Ltd.\nConsolidated Balance Sheets\n(Currency expressed in United States Dollars (\u201cUS$\u201d), except for number of shares)\nThe accompanying notes are an integral part of these consolidated financial statements\nChina Foods Holdings Ltd.\nConsolidated Statements of Operations and Comprehensive (Loss) Income\n(Currency expressed in United States Dollars (\u201cUS$\u201d), except for number of shares)\nThe accompanying notes are an integral part of these consolidated financial statements.\nCHINA FOODS HOLDINGS LTD.\nConsolidated Statements of Changes in Shareholders\u2019 Equity\n(Currency expressed in United States Dollars (\u201cUS$\u201d), except for number of shares)\nThe accompanying notes are an integral part of these consolidated financial statements.\nChina Foods Holdings Ltd\nConsolidated Statements of Cash Flows\n(Currency expressed in United States Dollars (\u201cUS$\u201d))\nThe accompanying notes are an integral part of these consolidated financial statements.\nChina Foods Holdings Ltd\nNotes to Consoli", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1310630_2020.htm (CIK: 1310630, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00926", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.\nFARMHOUSE, INC. AND SUBSIDIARY\nCONSOLIDATED FINANCIAL STATEMENTS\nDECEMBER 31, 2020 AND 2019\nPage\nReport of Independent Registered Public Accounting Firm\nConsolidated Financial Statements\nConsolidated Balance Sheets\nConsolidated Statements of Operations\nConsolidated Statements of Changes in Stockholders\u2019 Equity (Deficit)\nConsolidated Statements of Cash Flows\nNotes to the Consolidated Financial Statements\nReport of Independent Registered Public Accounting Firm\nTo the Board of Directors and Shareholders of Farmhouse, Inc.\nOpinion on the Financial Statements\nWe have audited the accompanying balance sheets of Farmhouse, Inc. as of December 31, 2020 and 2019, and the related statements of operations, stockholders\u2019 deficit, and cash flows for each of the two years in the period ended December 31, 2020, and the related notes (collectively referred to as the \u201cfinancial statements\u201d). In our opinion, the financial statements present fairly, in all material respects, the financial position of Farmhouse, Inc. as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.\nGoing Concern\nThe accompanying financial statements have been prepared assuming that the entity will continue as a going concern. As discussed in Note 1 to the financial statements, the entity has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. Management\u2019s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.\nBasis for Opinion\nThese financial statements are the responsibility of the entity\u2019s management. Our responsibility is to express an opinion on these financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (\u201cPCAOB\u201d) and are required to be independent with respect to Farmhouse, Inc. in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Farmhouse, Inc. is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity\u2019s internal control over financial reporting. Accordingly, we express no such opinion.\nOur audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\nCritical Audit Matters\nThe critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially chal", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1811999_2020.htm (CIK: 1811999, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00927", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7.MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND\nRESULTS OF OPERATIONS\nThe following discussion and analysis of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and notes thereto included elsewhere in this Annual Report on Form 10-K.\nOverview\nPlease see \u201cItem 1 Business-Recent Developments\u201d for a discussion regarding the impact of, and the Company\u2019s actions taken in response to, the COVID-19 pandemic on our business.\nWe operate as two reportable business segments: Good Times Burgers and Frozen Custard restaurants (\u201cGood Times\u201d) and Bad Daddy\u2019s Burger Bar restaurants (\u201cBad Daddy\u2019s\u201d). All of our Good Times restaurants compete in the quick service drive-through segment of the restaurant industry while our Bad Daddy\u2019s restaurants compete in the full-service casual dining segment of the restaurant industry. We believe that providing this additional financial information for each of our brands will provide a better understanding of our overall operating results. Refer to Note 10, Segment Reporting, in the notes to our consolidated financial statements for more information.\nThe Company\u2019s fiscal year is a 52/53-week year ending on the last Tuesday of September. In a 52-week fiscal year, each of the Company\u2019s quarterly periods comprise 13 weeks. The additional week in a 53-week fiscal year is added to the first quarter, making such quarter consist of 14 weeks. Fiscal 2020 had a quarter with 14 weeks. Our discussion for fiscal years 2020 and 2019, which ended on September 29, 2020 and September 24, 2019, respectively, cover periods of 53 full calendar weeks in fiscal 2020 and 52 full calendar weeks in fiscal 2019.\nThe following tables present information about our reportable segments for the respective periods, all dollar values are represented in thousands:\n(1) Includes direct and allocated corporate general and administrative costs.\nRestaurant operating costs are expressed as a percentage of restaurant sales\nBad Daddy\u2019s Restaurants:\nWe currently operate thirty-seven company-owned and joint-venture Bad Daddy\u2019s restaurants. We also license one restaurant in North Carolina and have a franchise restaurant in South Carolina. We expect to open no more than two additional Bad Daddy\u2019s restaurants during fiscal 2021. We anticipate an approximate 2% to 3% blended price increase during fiscal 2021 at our Bad Daddy\u2019s restaurants.\nGood Times Burgers & Frozen Custard Restaurants:\nWe currently operate twenty-five company-owned and joint-venture Good Times restaurants all in the state of Colorado. In addition, we have eight Good Times franchise restaurants, six operating in Colorado and two in Wyoming.\nWe anticipate an approximate 4% price increase during fiscal 2021 at our Good Times restaurants. We are continuing to manage our marketing communications to balance growth in customer traffic and the average customer expenditure.\nResults of Operations for Fiscal 2020 Compared to Fiscal\nNet Revenues: Net revenues for fiscal 2020 decreased $897,000 (-0.8%) to $109,858,000 from $110,755,000 for fiscal 2019. Bad Daddy\u2019s concept revenues decreased $3,586,000 while our Good Times concept revenues increased $2,689,000.\nBad Daddy\u2019s restaurant sales decreased $3,438,000 to $76,316,000 in fiscal 2020 from $79,753,000 in fiscal 2019. Sales were positively impacted by four new restaurants opened in fiscal 2019 and two new restaurants opened in the first fiscal quarter of 2020 and the impact of the 53rd week of the fiscal year, offset by the negative impact of our dining room closures due to the COVID-19 pandemic. We estimate the impact of the extra week of sales in the first fiscal quarter of 2020 to be approximately $2,015,000. Bad Daddy\u2019s same store restaurant sales decreased 17.7% during fiscal 2020 compared to fiscal 2019, substantially driven by decreases between March and May when dining rooms were closed, and to a lesser extent in June when dining rooms were open", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 825324_2020.htm (CIK: 825324, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00928", "source": "edgar", "source_license": "public_domain", "text": "Item 7\nManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nThe following discussion and analysis of our financial condition and results of operations should be read in conjunction with \u201cItem 6. - Selected Financial Data\u201d and our consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K. This discussion and analysis contains forward-looking statements that involve risk, uncertainties and, assumptions. Certain risks, uncertainties and other factors, including but not limited to those set forth under \u201cCautionary Note Regarding Forward-Looking Statements,\u201d \u201cRisk Factors,\u201d and elsewhere in this Annual Report on Form 10-K, may cause actual results to differ materially from those projected in the forward looking statements. We assume no obligation to update any of these forward-looking statements.\nThe Company\nColony Bankcorp, Inc. is a bank holding company headquartered in Fitzgerald, Georgia that provides, through its wholly-owned subsidiary Colony Bank (collectively referred to as the Company), a broad array of products and services throughout central, south and coastal Georgia markets. The Company offers commercial, consumer and mortgage banking services.\nRecent Developments\nOn February 26, 2020, the Company acquired the East Georgia Homebuilder Finance loan portfolio of Cadence. This acquisition expanded our presence in the Savannah and Augusta markets, creating a \u2018one-stop-shop\u2019 for homebuilders coupled with our mortgage business.\nOn December 10, 2020, the Company announced the strategic realignment of its branch network. As part of the realignment, select Colony Bank branches will be consolidated, resulting in the closure of five branches, or a total of 18% of the Bank\u2019s branch network. The branches to be closed consist of one branch located in each of the Columbus, Douglas, Fitzgerald, Savannah and Valdosta markets, by April 30, 2021. After the closures, Colony will continue to operate one branch location in each of the aforementioned markets except for the Savannah market, where Colony will operate two branch locations.\nOn December 30, 2020, the Company completed the sale of its Thomaston branch to SouthCrest Financial Group. Inc. The transaction resulted in the transfer of approximately $3 million in fully performing loans and approximately $40 million in deposits, with a deposit premium of 3%.\nThe Company paid dividends to its shareholders throughout 2020 and 2019 on a quarterly basis. In 2020, we had a quarterly dividend of $0.10 per common stock and in 2019, we had a quarterly dividend of $0.075 per common stock.\nGAAP Reconciliation and Management Explanation of Non-GAAP Financial Measures\nOur accounting and reporting policies conform to generally accepted accounting principles (GAAP) in the United States and prevailing practices in the banking industry. However, certain non-GAAP measures are used by management to supplement the evaluation of our performance. These include the fully-taxable equivalent measures: tax-equivalent net interest income, tax-equivalent net interest margin and tax-equivalent net interest spread, which include the effects of taxable-equivalent adjustments using a federal income tax rate of 21% to increase tax-exempt interest income to a tax-equivalent basis. Tax-equivalent adjustments are reported in Notes 1 and 2 to the Average Balances with Average Yields and Rates table under Rate/Volume Analysis. Tangible common book value per common share and adjusted earnings per diluted share are also non-GAAP measures used in the Selected Financial Data section. Management believes that non-GAAP financial measures provide additional useful information that allows investors to evaluate the ongoing performance of the company and provide meaningful comparisons to its peers. Management believes these non-GAAP financial measures also enhance investors' ability to compare period-to-period financial results and allow investors and co", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax rate. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00929", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nThe historical consolidated financial data discussed below reflects our historical results of operations and financial condition and should be read in conjunction with our financial statements and related notes thereto presented in Item 8 of this Annual Report on Form 10-K. In addition to historical financial data, this discussion includes certain forward-looking statements regarding events and trends that may affect our future results. Such statements are subject to risks and uncertainties that could cause our actual results to differ materially. See \"Cautionary Note Regarding Forward-Looking Statements.\" For a more complete discussion of the factors that could affect our future results, see \"Item 1A. Risk Factors.\"\nAny discrepancies included in this filing between totals and the sums of percentages and dollar amounts presented, or between rounded dollar amounts, are due to rounding.\nTax Equivalent Presentation\nAll references to net interest income, net interest margin, interest income on non-ASC 310-30 loans, yield on ASC 310-30 loans and the related non-GAAP adjusted financial measure of each item are presented on a FTE basis unless otherwise noted. In fiscal year 2018, the Tax Reform Act reduced the federal tax rate for corporations from 35% to 21%. Because of our September 30 fiscal year end, a blended statutory rate of 24.5% was applied to all FTE non-GAAP adjusted financial measures for fiscal year 2018 and a fully phased in statutory federal tax rate of 21% was applied to all FTE non-GAAP adjusted financial measures beginning in fiscal year 2019.\nKey Factors Affecting Our Business and Financial Performance\nWe believe that stable long-term growth and profitability are the result of building strong customer relationships while maintaining disciplined underwriting standards and continuing to focus on our operational efficiency. We plan to focus on originating high-quality loans and growing our deposit base through our relationship-based business banking approach. We believe that continuing to focus on our core strengths will enable us to gain market share and increase profitability. For more information on the key components of our strategy for continued success and future growth, see \"Part I, Item 1. Business-Our Business Strategy.\"\nWe face a variety of risks that may impact various aspects of our risk profile from time to time. The extent of such impacts may vary depending on factors including the continuing effects of the COVID-19 pandemic on our financial condition and results of operations, as well as the current economic, political and regulatory environment, merger and acquisition activity and operational challenges. For more information on these risks and our risk management strategies, see \"Cautionary Note Regarding Forward-Looking Statements, \"Part I, Item 1. Business\" and \"Part I, Item 1A. Risk Factors.\"\nOverview\nWe are a full-service regional bank holding company focused on relationship-based business banking. Our Bank was established more than 80 years ago and we have achieved strong market positions by developing and maintaining extensive local relationships in the communities we serve. We serve our customers through 175 branches in attractive markets in Arizona, Colorado, Iowa, Kansas, Minnesota, Missouri, Nebraska, North Dakota and South Dakota. We provide financial results based on a fiscal year ending September 30 as a single reportable segment.\nThe principal sources of our revenues and cash flows are: (i) interest and fees earned on loans made or held by our Bank; (ii) interest on fixed income investments held by our Bank; (iii) fees on wealth management services; (iv) service charges on deposit accounts maintained at our Bank; (v) gain on the sale of loans held for sale (vi) gains on sales of securities; and (vii) merchant and card fees. Our principal expenses are: (i) interest expense on deposit accounts and ", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: tax rate, tax reform. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00930", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA.\nThe following table represents our financial information for the five years ended December 31, 2020. This financial information has been derived from our historical financial statements including those for the most recent three years included elsewhere in this Annual Report on Form 10-K and should be read in conjunction with those consolidated financial statements, accompanying footnotes and Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations in Item 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 877860_2020.htm (CIK: 877860, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00931", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nThe Company\u2019s consolidated financial statements and notes thereto and the related report of its independent registered public accounting firm are attached to this Annual Report on Form 10-K beginning on page.\nITEM 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1335105_2020.htm (CIK: 1335105, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00932", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nOur Consolidated Financial Statements are included herein beginning on page. Financial statement schedules are omitted as they are not applicable or the information required in the schedule is already included in the Consolidated Financial Statements.\nThe following table sets forth supplementary financial data (in thousands, except per share amounts) for each quarter for the years ended December 31, 2020 and 2019, derived from our unaudited quarterly financial statements, with the total amounts for each year derived from our audited financial statements. The data set forth below should be read in conjunction with and is qualified in its entirety by reference to our Consolidated Financial Statements.\nItem 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 719413_2020.htm (CIK: 719413, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00933", "source": "edgar", "source_license": "public_domain", "text": "Item 8.Financial Statements and Supplementary Data\nINDEX TO CONSOLIDATED FINANCIAL STATEMENTS\nPage\nReport of Ernst & Young LLP, Independent Registered Public Accounting Firm\nConsolidated Statements of Cash Flows\nConsolidated Statements of Operations\nConsolidated Statements of Comprehensive Income\nConsolidated Balance Sheets\nConsolidated Statements of Stockholders\u2019 Equity\nNotes to Consolidated Financial Statements\nReport of Independent Registered Public Accounting Firm\nThe Board of Directors and Shareholders\nAmazon.com, Inc.\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheets of Amazon.com, Inc. (the Company) as of December 31, 2020 and 2019, and the related consolidated statements of operations, comprehensive income, stockholders\u2019 equity, and cash flows for each of the three years in the period ended December 31, 2020 and the related notes (collectively referred to as the \u201cconsolidated financial statements\u201d). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with U.S. generally accepted accounting principles.\nWe also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company\u2019s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 2, 2021 expressed an unqualified opinion thereon.\nBasis for Opinion\nThese consolidated financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.\nCritical Audit Matter\nThe critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.\nUncertain Tax Positions\nDescription of the MatterThe Company is subject", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1018724_2020.htm (CIK: 1018724, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00934", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nThe Consolidated Financial Statements of the Company and the notes thereto are attached to this report following the signature page and Certifications.\nITEM 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1408146_2020.htm (CIK: 1408146, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00935", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS.\nThis Annual Report on Form 10-K contains forward-looking information based on our current expectations. Because our business is subject to many risks and our actual results may differ materially from any forward-looking statements made by or on behalf of us, this section includes a discussion of important factors that could affect our business, operating results, financial condition and the trading price of our common shares. You should carefully consider these risk factors, together with all of the other information included in this Annual Report on Form 10-K and our other publicly available filings with the SEC.\nRisk Factor Summary\nBefore you invest in our common shares, you should carefully consider the risk factors referenced below and as more fully described in this section. If any of the risks referenced below and discussed under this section were to occur, our business, financial condition, results of operations, cash flows and ability to make cash distributions could be materially adversely affected.\nRisks Related to Our Industry\n\u2022\nThe highly cyclical nature of the tanker industry may lead to volatile changes in charter rates and vessel values, and in our results of operations.\n\u2022\nChanges to global economic conditions and oil and petroleum product demand, prices and supply could result in decreased demand for our vessels and services, materially affect our ability to re-charter our vessels at favorable rates and have a material adverse effect on our business, financial condition, results of operations and cash flows.\n\u2022\nWe are dependent on spot charters, the market for which is volatile, and any decrease in spot charter rates in the future may adversely affect our earnings.\n\u2022\nCharter rates in the tanker industry can fluctuate substantially, and declines in charter rates or other market deterioration could cause us to incur impairment charges.\n\u2022\nChanges in fuel prices may adversely affect profits.\n\u2022\nThe market values of tanker vessels are highly volatile, have decreased in the past and may decrease further in the future which may cause us to recognize losses if we sell our tankers or record impairments and affect our ability to comply with our loan covenants and refinance our debt.\n\u2022\nActs of piracy on ocean-going vessels could adversely affect our business.\n\u2022\nTechnological innovation could reduce our charter hire income and the value of its vessels.\n\u2022\nSulfur regulations to reduce air pollution from ships have resulted in retrofitting of vessels in our fleet and may cause us to incur significant costs.\n\u2022\nWe are subject to complex laws and regulations, including environmental laws and regulations that can adversely affect our business, results of operations, cash flows and financial condition.\n\u2022\nIf we fail to comply with international safety regulations, we may be subject to increased liability, which may adversely affect our insurance coverage and may result in a denial of access to, or detention in, certain ports.\n\u2022\nWe operate tankers worldwide, and as a result, we are exposed to inherent operational and international risks, which may adversely affect our business and financial condition.\n\u2022\nIncreased inspection procedures could increase costs and disrupt our business.\n\u2022\nPolitical instability, terrorist attacks and international hostilities can affect the seaborne transportation industry, which could adversely affect our business.\n\u2022\nThe ongoing COVID-19 pandemic and governmental responses thereto could adversely affect the Company\u2019s business.\n\u2022\nThe U.K.\u2019s withdrawal from the European Union may have a negative effect on global economic conditions, financial markets and our business.\n\u2022\nOur international activities increase the compliance risks associated with economic and trade sanctions imposed by the United States, the European Union and other jurisdictions.\n\u2022\nThe smuggling of drugs or other contraband onto our vessels may lead to governmental claims against us.\n\u2022\nMaritime claimants could arrest or a", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1761940_2020.htm (CIK: 1761940, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00936", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\nItem 7A.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1773407_2020.htm (CIK: 1773407, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00937", "source": "edgar", "source_license": "public_domain", "text": "Item 8:\nFINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nGRAHAM ALTERNATIVE INVESTMENT FUND II LLC\nBLENDED STRATEGIES PORTFOLIO\n40 Highland Avenue\nRowayton, CT 06853\nThe undersigned affirms, on behalf of Graham Alternative Investment Fund II LLC Blended Strategies Portfolio, that to the best of his knowledge and belief, the information contained in the attached audited consolidated financial statements of Graham Alternative Investment Fund II LLC Blended Strategies Portfolio for the years ended December 31, 2020 and 2019 is accurate and complete.\nGraham Alternative Investment Fund II LLC\nBlended Strategies Portfolio\nConsolidated Financial Statements\nYears Ended December 31, 2020 and 2019\nContents\nFinancial Statements - Graham Alternative Investment Trading LLC\nReport of Independent Registered Public Accounting Firm\nTo the Members and Manager of\nBlended Strategies Portfolio\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated statements of financial condition of Blended Strategies Portfolio (the \u201cPortfolio\u201d) (one of the series constituting Graham Alternative Investment Fund II LLC (the \u201cFund\u201d)) as of December 31, 2020 and 2019, and the related consolidated statements of operations, changes in members\u2019 capital and cash flows for each of the two years in the period then ended and the related notes (collectively referred to as the \u201cconsolidated financial statements\u201d). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of Blended Strategies Portfolio (one of the series constituting Graham Alternative Investment Fund II LLC) at December 31, 2020 and 2019, the results of their operations, changes in their members\u2019 capital and their cash flows for each of the two years in the period then ended, in conformity with U.S. generally accepted accounting principles.\nBasis for Opinion\nThese consolidated financial statements are the responsibility of the Fund\u2019s management. Our responsibility is to express an opinion on the Portfolio\u2019s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States of America) (\"PCAOB\") and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of the Fund\u2019s internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Fund\u2019s internal control over financial reporting. Accordingly, we express no such opinion.\nOur audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\n/s/ Ernst & Young LLP\nWe have served as the auditor of Blended Strategies Portfolio (one of the series constituting Graham Alternative Investment Fund II LLC) since 2006.\nStamford, CT\nMarch 30, 2021\nA member firm of Ernst & Young Global Limited\nGraham Alternative Investment Fund II LLC\nBlen", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1461237_2020.htm (CIK: 1461237, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00938", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nForward-Looking Statements\nYou should read the following discussion of our results of operations and financial condition together with our audited historical consolidated financial statements and accompanying notes that we have included elsewhere in this Annual Report, as well as the discussion in the section of this Annual Report entitled \u201cBusiness.\u201d This discussion contains forward-looking statements that involve risks and uncertainties. The forward-looking statements are not historical facts, but rather are based on our current expectations, estimates, assumptions and projections about our industry, business and future financial results. Our actual results could differ materially from the results contemplated by these forward-looking statements due to a number of factors, including those we discuss in the sections of this Annual Report entitled \u201cRisk Factors\u201d and \u201cSpecial Note About Forward-Looking Statements.\u201d\nOur consolidated financial statements, which we discuss below, reflect our historical financial condition, results of operations and cash flows. The financial information discussed below and included in this Annual Report may not, however, necessarily reflect what our financial condition, results of operations and cash flows may be in the future.\nOur discussion and analysis of fiscal year 2020 to fiscal year 2019 is included herein. Our discussion and analysis of fiscal year 2019 to fiscal year 2018 has been omitted from this Form 10-K and can be found in Part II, \u201cItem 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d of our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, which was filed with the Securities and Exchange Commission on March 2, 2020.\nBusiness Overview\nWe are a leading global vacation company that offers vacation ownership, exchange, rental, and resort and property management, along with related businesses, products and services. Our business operates in two reportable segments: Vacation Ownership and Exchange & Third-Party Management.\nCorporate and other represents that portion of our results that are not allocable to our segments, including those relating to Consolidated Property Owners\u2019 Associations.\nCOVID-19 Pandemic Update\nThe COVID-19 pandemic has caused significant disruptions in international and U.S. economies and markets. We discuss the COVID-19 pandemic and its current and potential future implications in this report; however, the COVID-19 pandemic is evolving and its potential impact on our business in the future remains uncertain. Please see \u201cImpact of COVID-19 Pandemic\u201d included in \u201cItem 1. Business\u201d for additional discussion on the COVID-19 pandemic and its impact on our business.\nAs a result of the COVID-19 pandemic, in September 2020, a workforce reduction plan was approved, which impacted approximately 3,000 associates beginning in November 2020. We expect that we will incur approximately $30 to $35 million in restructuring and related charges primarily related to employee severance and benefit costs, including a portion that is included in cost reimbursements. See Footnote 3 \u201cRestructuring Charges\u201d to our Financial Statements for more information about the restructuring charges recorded as a result of the COVID-19 pandemic.\nSignificant Accounting Policies Used in Describing Results of Operations\nSale of Vacation Ownership Products\nWe recognize revenues from the sale of VOIs when control of the vacation ownership product is transferred to the customer and the transaction price is deemed collectible. Based upon the different terms of the contracts with the customer and business practices, control of the vacation ownership product is transferred to the customer at closing for Legacy-MVW transactions and upon expiration of the statutory rescission period for Legacy-ILG transactions. Sales of vacation ownership products may be made f", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1524358_2020.htm (CIK: 1524358, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00939", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Managements\u2019 Discussion and Analysis of Financial Condition and Results of Operations\nOverview\nOrganization\nWe offer a range of financial products and services to the dealers and customers of CNH Industrial North America. The principal products offered are retail financing for the purchase or lease of new and used CNH Industrial North America equipment and wholesale financing to CNH Industrial North America dealers. Wholesale financing consists primarily of floor plan financing as well as financing equipment used in dealer-owned rental yards, parts inventory and working capital needs. In addition, we purchase equipment from dealers that is leased to retail customers under operating lease agreements.\nTrends and Economic Conditions\nDuring 2020, the impact of economic uncertainty caused by COVID-19 led to an increase in our allowance for credit losses. COVID-19 has caused disruption and volatility in the capital markets and an economic slowdown. In response to COVID-19, national and local governments have instituted certain measures, including travel bans, prohibitions on group events and gatherings, shutdowns of certain businesses, curfews, shelter-in-place orders and recommendations to practice social distancing. The duration of these measures is unknown and may be extended, reimposed and/or additional measures may be imposed.\nWith respect to liquidity, we took several actions during 2020 to bolster our financial condition and to reduce costs while supporting business operations through the COVID-19 pandemic. Some of these actions included limiting discretionary spending, temporarily furloughing employees, eliminating non-essential travel and delaying or reducing hiring activities.\nThe extent of the impact of COVID-19 on our operational and financial performance will depend on certain developments, including the resurgence of COVID-19, its impact on our customers and suppliers and governmental and community vaccination efforts to the pandemic, which are uncertain. We will continue to proactively respond to the situation and may take further actions that alter our business operations as may be required by governmental authorities, or that we determine are in the best interests of our employees and customers.\nThe COVID-19 pandemic has necessitated a careful balancing of the needs of those customers hardest hit by the economic slowdown with our objective to minimize losses on existing retail receivables. Similar to PSCs previously granted to victims of wildfires or hurricanes, whereby we offered customers the ability to defer one or more payments, we have granted a payment schedule change (\u201cPSC\u201d) to customers impacted by COVID-19, particularly in the construction industry. We continue to review each request for a PSC on an individual basis with customers that were generally current in their payment obligations. PSC approvals are based on our internal business rules, along with a risk-based analysis for each customer, and which will in our judgment minimize losses to our portfolio over time. Though there was increased PSC activity in the second quarter of 2020, PSC activity normalized in the second half\nof 2020. PSCs continue to represent a small portion of our portfolio.\nOur business is closely related to the agricultural and construction equipment industries because we offer financing products for such equipment. During 2020, the COVID-19 pandemic negatively impacted certain of CNH Industrial\u2019s end-markets and operations. For the year ended December 31, 2020, CNH Industrial\u2019s net sales of agricultural equipment and net sales of construction equipment generated in North America were $3.8 billion and $1.0 billion, respectively, representing decreases of 4% and 31% from the same period in 2019, respectively.\nIn general, our receivable mix between agricultural and construction equipment financing directionally reflects the mix of equipment sales by CNH Industrial North America. As such, changes in the agricultural industry or", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1552493_2020.htm (CIK: 1552493, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00940", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.\nThe full text of our audited consolidated financial statements begins on page of this annual report.\nITEM 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1277998_2020.htm (CIK: 1277998, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00941", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6.\nSELECTED FINANCIAL DATA\nThe following selected historical consolidated financial data should be read in conjunction with \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d and our audited consolidated financial statements and related notes to those statements included in this Annual Report. The selected historical consolidated financial data for the periods presented have been derived from our audited consolidated financial statements.\nCHURCH & DWIGHT CO., INC. AND SUBSIDIARIES\nFIVE-YEAR FINANCIAL REVIEW\n(Dollars in millions, except per share data and employees)\n(1)\nPeriod to period comparisons of the data presented above are impacted by the effect of acquisitions and divestitures made by us. For further explanation of the impact of the acquisitions occurring in 2020, 2019, and 2018 refer to Note 6 to the consolidated financial statements.\n(2)\n2020, 2019, 2018, and 2017 results contain acquisition-related business acquisition liability adjustments of $94.0 of additional income or $0.28 per share in 2020, $1.2 of additional expense or $0.01 per share in 2019, $7.5 of income or $0.02 per share in 2018, and $5.4 of additional expense or $0.02 per share in 2017.\n(3)\n2017 results include a $39.2 pre-tax charge or $0.12 per share to settle an international defined benefit pension plan. 2019 results include an SG&A charge associated with selling our consumer business in Brazil of $7.6 (or $0.03 per share). 2020 results include a $3.0 pre-tax gain or $0.01 per share for the sale of our PERL WEISS\u00ae toothpaste brand in Germany.\n(4)\n2019 results include $600.0 of senior note payments, partially offset by a new $300.0 term loan due May 1, 2022 and additional net commercial paper borrowings of $248.6. 2017 results reflect additional debt borrowings of $1,425.0 to fund the Waterpik Acquisition with a corresponding increase in interest expense.\n(5)\n2018 results reflect a lower tax rate due to the 2017 Tax Cuts and Jobs Act. 2017 results include a tax benefit of $272.9 or $1.06 per share due to the enactment of the Tax Cuts and Jobs Act and a tax benefit of $7.6 or $0.03 due to the reversal of a valuation allowance related to the Natronx impairment charge recorded in 2015.\n(6)\nOn August 4, 2016, we announced a two-for-one stock split of our common stock. Share and per share information has been retroactively adjusted to reflect the stock split which was effected on September 1, 2016.\n(7)\n2020 and 2019 include $20.1 and $17.9 of amortization expense, respectively, related to right of use leased assets recognized upon the adoption of the new lease accounting standard.\nCHURCH & DWIGHT CO., INC AND SUBSIDIARIES\n(Dollars in millions, except share and per share data)\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: tax rate, tax benefit. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00942", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nThe following discussion should be read in conjunction with the consolidated financial statements and the related notes thereto, as well as all other related notes, and financial and operational references, appearing elsewhere in this document.\nCertain information contained in this discussion and elsewhere in this report may include \u201cforward-looking statements\u201d within the meaning of the Private Securities Litigation Reform Act of 1995, and is subject to the safe harbor created by that act. The safe harbor created by the Private Securities Litigation Reform Act will not apply to certain \u201cforward looking statements\u201d because we issued \u201cpenny stock\u201d (as defined in Section 3(a)(51) of the Securities Exchange Act of 1934 and Rule 3(a)(51-1) under the Exchange Act) during the three year period preceding the date(s) on which those forward looking statements were first made, except to the extent otherwise specifically provided by rule, regulation or order of the Securities and Exchange Commission. We caution readers that certain important factors may affect our actual results and could cause such results to differ materially from any forward-looking statements which may be deemed to have been made in this Report or which are otherwise made by or on our behalf. For this purpose, any statements contained in this report that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the generality of the foregoing, words such as \u201cmay\u201d, \u201cwill\u201d, \u201cexpect\u201d, \u201cbelieve\u201d, \u201cexplore\u201d, \u201cconsider\u201d, \u201canticipate\u201d, \u201cintend\u201d, \u201ccould\u201d, \u201cestimate\u201d, \u201cplan\u201d, \u201cpropose\u201d or \u201ccontinue\u201d or the negative variations of those words or comparable terminology are intended to identify forward-looking statements. Factors that may affect our results include, but are not limited to, the risks and uncertainties associated with:\n\u25cf\nOur ability to raise capital necessary to sustain our anticipated operations and implement our business plan,\n\u25cf\nOur ability to implement our business plan,\n\u25cf\nOur ability to generate sufficient cash to pay our lenders and other creditors,\n\u25cf\nOur dependence on one major customer,\n\u25cf\nOur ability to employ and retain qualified management and employees,\n\u25cf\nOur dependence on the efforts and abilities of our current employees and executive officers,\n\u25cf\nChanges in government regulations that are applicable to our current or anticipated business,\n\u25cf\nChanges in the demand for our services and different food trends,\n\u25cf\nThe degree and nature of our competition,\n\u25cf\nThe lack of diversification of our business plan,\n\u25cf\nThe general volatility of the capital markets and the establishment of a market for our shares, and\n\u25cf\nDisruption in the economic and financial conditions primarily from the impact of past terrorist attacks in the United States, threats of future attacks, police and military activities overseas and other disruptive worldwide pandemic, political and economic events and environmental weather conditions.\nWe are also subject to other risks detailed from time to time in our other filings with Securities and Exchange Commission and elsewhere in this report. Any one or more of these uncertainties, risks and other influences could materially affect our results of operations and whether forward-looking statements made by us ultimately prove to be accurate. Our actual results, performance and achievements could differ materially from those expressed or implied in these forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements, whether from new information, future events or otherwise.\nIndex\nCritical Accounting Policy and Estimates\nUse of Estimates in the Preparation of Financial Statements\nThe preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosu", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 312257_2020.htm (CIK: 312257, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00943", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk.\nTo date, our efforts have been limited to organizational activities and activities relating to the Offering and the identification and evaluation of a potential initial business combination. We have neither engaged in any operations nor generated any revenues. As of December 31, 2020, the net proceeds from our Offering held in the Trust Account were comprised entirely of money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest solely in United States treasuries. Due to the short-term nature of the money market fund\u2019s investments, we do not believe that there will be an associated material exposure to interest rate risk.\nAs of December 31, 2020, $202,029,414 was held in the Trust Account for the purposes of consummating an initial business combination.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1802749_2020.htm (CIK: 1802749, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00944", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors.\nInvesting in our common stock involves a high degree of risk. Before purchasing our common stock, you should carefully consider the following risk factors as well as all other information contained in this Report, including our consolidated financial statements and the related notes. The risks and uncertainties described below are not the only ones facing us. Additional risks and uncertainties that we are unaware of, or that we currently deem immaterial, also may become important factors that affect us. If any of the following risks occur, our business, financial condition or results of operations could be materially and adversely affected. In that case, the trading price of our common stock could decline, and you may lose some or all of your investment.\nRisks Related to Our Business\nOur business is difficult to evaluate because we have a limited operating history.\nBecause we have a limited operating and revenue generating history, we do not have significant historical financial information on which to base planned revenues and operating expenses. Revenues for the years ended December 31, 2020 and December 31, 2019, were $2,123,000 and $1,014,000, respectively. We expect to experience fluctuations in future quarterly and annual operating results that may be caused by many factors, including:\n\u00b7\nmerger and acquisition activity;\n\u00b7\nour ability to achieve significant sales for our products and services;\n\u00b7\nthe cost of technology, software and other costs associated with the production and distribution of our products and services;\n\u00b7\nthe size and rate of growth of the market for Internet products and online content and services;\n\u00b7\nthe potential introduction by others of products that are competitive with our products;\n\u00b7\nthe unpredictable nature of online businesses and e-commerce in general; and\n\u00b7\nthe general economic conditions in the United States and worldwide.\nInvestors should evaluate us considering the delays, expenses, problems and uncertainties frequently encountered by companies developing markets for new products, services and technologies. We may never overcome these obstacles.\nUnder the Health Insurance Portability and Accountability Act of 1996 (\u201cHIPAA\u201d), we could face potential liability related to the privacy of health information we obtain.\nMost health care providers, from which we may obtain patient information, are subject to privacy regulations promulgated under the Health Insurance Portability and Accountability Act of 1996, or HIPAA. Although we are not directly regulated by HIPAA, we could face substantial criminal penalties if we knowingly receive individually identifiable health information from a health care provider that has not satisfied HIPAA\u2019s disclosure standards. Further, we may face civil liability if our HIPAA compliant system fails to satisfy its disclosure standards. Claims that we have violated individuals\u2019 privacy rights or breached our contractual obligations, even if we are not found liable, could be expensive and time consuming to defend and could result in adverse publicity that could harm our business.\nWe believe that we meet the HIPAA requirements currently in effect that are applicable to our internal operations and our clients. However, if we are unable to deliver application solutions that achieve or maintain compliance with the applicable HIPAA rules in effect, or as they may be modified or implemented in the future, then customers may move their businesses to application solution providers whose systems are, or will be, HIPAA compliant. As a result, our business could suffer.\nIf our security measures or those of our third-party data center hosting facilities, cloud computing platform providers, or third-party service partners, are breached, and unauthorized access is obtained to a customer\u2019s data, our data or our IT systems, our services may be perceived as not being secure, customers may curtail or stop using our services, and we may incur significant legal and f", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1408057_2020.htm (CIK: 1408057, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00945", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk\nAs a \u201csmaller reporting company\u201d as defined by Rule 12b-2 of the Exchange Act, the Company is not required to provide this information.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1730732_2020.htm (CIK: 1730732, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00946", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation.\nThe Partnership has no directors and executive officers. As a limited partnership, the business of the Partnership is managed by Ceres, which is responsible for the administration of the business affairs of the Partnership. Effective January 1, 2021, the Partnership will pay the General Partner a monthly administrative fee equal to 1/12 of 0.75% (a 0.75% annual rate) of the Partnership\u2019s net assets (plus \u201cnotional\u201d funds, if any) as of the beginning of each month. From July 1, 2020 to December 31, 2020, the Partnership paid Ceres an administrative and General Partner\u2019s fee equal to an annual rate of 1.75% (paid monthly) of the Partnership\u2019s net assets (plus \u201cnotional\u201d funds, if any) as of the first day of each month. Prior to July 1, 2020, the Partnership paid Ceres an administrative and General Partner\u2019s fee equal to an annual rate of 2.00% (paid monthly) of the Partnership\u2019s net assets (plus \u201cnotional\u201d funds, if any) as of the first day of each month. Prior to January 1, 2021, the General Partner paid or reimbursed the Partnership for all fees and costs charged or incurred by the commodity brokers for trades executed on behalf of the Partnership, and for all ordinary administrative and offering expenses. Effective January 1, 2021, the Partnership directly pays the brokerage fees and other transaction-related fees and expenses, as incurred and also pays its ongoing administrative, operating, offering and organizational expenses (including, but not limited to, periodic legal, accounting, administrative, filing, reporting and data processing fees) and its pro rata share of such expenses of any trading company to which the Partnership has allocated assets.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1066656_2020.htm (CIK: 1066656, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00947", "source": "edgar", "source_license": "public_domain", "text": "Item 11.\nExecutive Compensation\nThe information required by this Item is set forth under the captions \u201cExecutive Officers,\u201d \u201cExecutive Compensation,\u201d and \u201cCorporate Governance-Director Compensation\u201d in our definitive proxy statement for our 2021 Annual Meeting of Stockholders to be filed with the SEC within 120 days of December 31, 2020, and is incorporated into this Annual Report on Form 10-K by reference.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1454789_2020.htm (CIK: 1454789, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00948", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nThe following discussion of our financial condition, changes in financial condition, plan of operations and results of operations should be read in conjunction with (i) our audited consolidated financial statements as at December 31, 2020 and December 31, 2019 and (ii) the section entitled \u201cBusiness\u201d, included in this annual report. The discussion contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors.\nCompany Overview\nWe are a clinical-stage immuno-oncology company specializing in the development and commercialization of novel T cell-based immunotherapies and innovative peptide-based vaccines for the treatment of hematological malignancies and solid tumor indications. We developed our lead product candidates from our MultiTAA-specific T cell technology, which is based on the selective expansion of non-engineered, tumor-specific T cells that recognize tumor associated antigens, or TAAs, which are tumor targets, and then kill tumor cells expressing those targets. These T cells are designed to recognize multiple tumor targets to produce broad spectrum anti-tumor activity. We are advancing two pipelines of product candidates as part of our MultiTAA-specific T cell program: the autologous T cells for the treatment of lymphoma, multiple myeloma, or MM, and selected solid tumors and the allogeneic T cells for the treatment of acute myeloid leukemia, or AML, and acute lymphoblastic leukemia, or ALL. Because we do not genetically engineer the MultiTAA-specific T cell therapies, we believe that our product candidates are easier and less expensive to manufacture, have lower toxicities than current engineered chimeric antigen receptor, or CAR-T, and T cell receptor-based therapies and may provide patients with meaningful clinical benefit. We are also developing innovative peptide-based immunotherapeutic vaccines for the treatment of metastatic solid tumors.\nWe are pursuing post-transplant AML as the lead indication for our first company-sponsored MultiTAA-specific T cell program. In April 2020, the FDA granted orphan drug designation to MT-401 for the treatment of AML after receiving an allogeneic stem cell transplant. The MultiTAA-specific T cell therapy has been well tolerated in an ongoing Phase 1 clinical trial in AML and myelodysplastic syndrome, or MDS, conducted by our strategic partner Baylor College of Medicine, or BCM. As reported in a recent publication by Lulla et al., 11 of the 17 patients in the adjuvant disease setting dosed with the MultiTAA-specific T cell therapy after receiving an allogeneic hematopoietic stem cell transplant, or HSCT, never relapsed [median leukemia-free survival, or LFS, not reached at a median follow-up of 1.9 years], with 11 of 15 patients remaining alive (estimated two-year overall survival of 77%) at a median follow-up of 1.9 years post-infusion, which compares favorably with HSCT outcomes for risk-matched AML/MDS patients post-HSCT [median LFS of nine to 15 months and two-year survival probability of 42%]. Additionally, eight patients were treated for active disease that was resistant to salvage therapy post-HSCT with a median of five prior lines of therapy (range: four to 10). One of the eight patients crossed over from the adjuvant group, while two patients enrolled twice, but all three patients had active AML that failed another line of salvage therapy after their first MultiTAA-specific T cell infusion. Two of the eight patients achieved objective responses, with one complete response and one partial response, with six patients continuing with stable disease.\nWe submitted an investigational new drug, or IND, application to the United States Food and Drug Administration, or the FDA, to initiate a Phase 2 clinical trial of MultiTAA-specific T c", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1094038_2020.htm (CIK: 1094038, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00949", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nINDEX TO CONSOLIDATED FINANCIAL STATEMENTS\nPage\nReport of Independent Registered Public Accounting Firm\nConsolidated Balance Sheets\nConsolidated Statements of Operations\nConsolidated Statements of Comprehensive Loss\nConsolidated Statements of Stockholders\u2019 Equity\nConsolidated Statements of Cash Flows\nNotes to Consolidated Financial Statements\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nTo the Stockholders and the Board of Directors of Roku, Inc.\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheets of Roku, Inc. and subsidiaries (the \"Company\") as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive loss, stockholders' equity (deficit), and cash flows for each of the three years in the period ended December 31, 2020, and the related notes (collectively referred to as the \"financial statements\"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.\nWe have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 25, 2021, expressed an unqualified opinion on the Company's internal control over financial reporting.\nChanges in Accounting Principles\nAs discussed in Note 2 to the financial statements, the Company changed its method of accounting for leases in fiscal year 2019 due to the adoption of Accounting Standards Update No. 2016-02, Leases (Topic 842), using the optional transition method.\nBasis for Opinion\nThese financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\nCritical Audit MatterThe critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the cri", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1428439_2020.htm (CIK: 1428439, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00950", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nThe information contained under the caption \u201cMarket Risk\u201d in the MD&A section of this Form 10-K is incorporated by reference.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1739940_2020.htm (CIK: 1739940, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00951", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.\nReport of Independent Registered Public Accounting Firm\nBoard of Directors and Shareholders of China United Insurance Services Inc.\nOpinion on the Consolidated Financial Statements\nWe have audited the accompanying consolidated balance sheet of China United Insurance Services Inc. and subsidiaries (the \u201cCompany\u201d) as of December 31, 2020, and the related consolidated statements of operations and other comprehensive income, changes in stockholders\u2019 equity, and cash flows for the year then ended, and the related notes (collectively referred to as the \u201cconsolidated financial statements\u201d). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.\nBasis for Opinion\nThese consolidated financial statements are the responsibility of the entity\u2019s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (\"PCAOB\") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity\u2019s internal control over financial reporting. Accordingly, we express no such opinion.\nOur audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.\nCritical Audit Matters\nThe critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.\nBrokerage revenue recognition\nCritical Audit Matter Description\nAs described in Note 1 to the consolidated financial statements, The Company\u2019s revenue is derived from insurance agency and brokerage services. The Company, through its subsidiaries and variable interest entities, sells insurance products provided by insurance companies to individuals, and is compensated in the form of commissions from the respective in", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1512927_2020.htm (CIK: 1512927, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00952", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nAttention is directed to the sections \u201cBoard of Directors and Board Committees,\u201d \u201cExecutive Compensation,\u201d \u201cCompensation Discussion and Analysis,\u201d \u201cPension Benefits,\u201d \u201cSummary Compensation Table,\u201d \u201cGrants of Plan Based Awards,\u201d \u201cOutstanding Equity Awards at December 31, 2020,\u201d \u201cNon-Employee Director Compensation,\u201d \u201cRisk Oversight,\u201d \u201cCompensation Committee Interlocks and Insider Participation,\u201d \u201cCompensation Committee Report,\u201d and \u201cCEO Pay Ratio\u201d in the Company\u2019s definitive Notice of 2021 Annual Meeting of Shareholders and related Proxy Statement (filed pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this Form 10-K), which are incorporated herein by this reference.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 42682_2020.htm (CIK: 42682, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00953", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nWe are incorporating by reference the information with respect to Executive Compensation set forth under the captions \u201cBoard of Directors - Directors\u2019 Compensation\u201d, \u201cBoard of Directors - Meetings of the Board and Committees\u201d, \u201cCompensation Discussion and Analysis\u201d, \u201cCompensation Discussion and Analysis - Compensation and Organization Committee Report\u201d, \u201cExecutive Compensation Tables\u201d and \u201cCEO Pay Ratio\u201d in our Definitive Proxy Statement for our 2021 Annual Meeting of Shareholders, which we intend to file within 120 days after the end of our fiscal year pursuant to Section 14(a) of the Exchange Act.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 84748_2020.htm (CIK: 84748, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00954", "source": "edgar", "source_license": "public_domain", "text": "Item 8 | Consolidated Financial Statements and Supplementary Data\nAll other schedules have been omitted since the required information is not present or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the Consolidated Financial Statements or the Notes thereto.\nConsolidated Statements of Operations\nSee accompanying notes\nConsolidated Statements of Comprehensive Income (Loss)\nSee accompanying notes\nConsolidated Balance Sheets\nSee accompanying notes\nConsolidated Statement of Changes in Stockholders\u2019 Equity\nSee accompanying notes\nConsolidated Statements of Cash Flows\nSee accompanying notes\nConsolidated Statements of Cash Flows\nSee accompanying notes\nNotes to Consolidated Financial Statements\n(Amounts in millions, except share and per share data)\n1. DESCRIPTION OF THE BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES\nDescription of the business\nScholastic Corporation (the \u201cCorporation\u201d and together with its subsidiaries, \u201cScholastic\u201d or the \u201cCompany\u201d) is the world\u2019s largest publisher and distributor of children\u2019s books, a leading provider of print and digital instructional materials for grades pre-kindergarten (\"pre-K\") to grade 12 and a producer of educational and entertaining children\u2019s media. The Company creates quality books and ebooks, print and technology-based learning materials and programs, classroom magazines and other products that, in combination, offer schools, as well as parents and children, customized and comprehensive solutions to support children\u2019s learning and reading both at school and at home. Since its founding in 1920, Scholastic has emphasized quality products and a dedication to reading, learning and literacy. The Company is the leading operator of school-based book club and book fair proprietary channels. It distributes its products and services through these channels, as well as directly to schools and libraries, through retail stores and through the internet. The Company\u2019s website, scholastic.com, is a leading site for teachers, classrooms and parents and an award-winning destination for children. Scholastic has operations in the United States and throughout the world including Canada, the United Kingdom, Australia, New Zealand and Asia and, through its export business, sells products in approximately 165 countries.\nBasis of presentation\nPrinciples of consolidation\nThe Consolidated Financial Statements include the accounts of the Corporation and all wholly-owned and majority-owned subsidiaries. All significant intercompany transactions are eliminated in consolidation. Certain reclassifications have been made to conform to the current year presentation.\nUse of estimates\nThe Company\u2019s Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (\"U.S. GAAP\"). The preparation of these financial statements involves the use of estimates and assumptions by management, which affects the amounts reported in the Consolidated Financial Statements and accompanying notes. The Company bases its estimates on historical experience, current business factors and various other assumptions believed to be reasonable under the circumstances, all of which are necessary in order to form a basis for determining the carrying values of assets and liabilities. Actual results may differ from those estimates and assumptions. On an on-going basis, the Company evaluates the adequacy of its reserves and the estimates used in calculations, including, but not limited to:\n\u2022\nAccounts receivable allowance for doubtful accounts\n\u2022\nPension and postretirement benefit plans\n\u2022\nUncertain tax positions\n\u2022\nThe timing and amount of future income taxes and related deductions\n\u2022\nInventory reserves\n\u2022\nCost of goods sold from book fair operations during interim periods based on estimated gross profit rates\n\u2022\nSales tax contingencies\n\u2022\nRoyalty advance reserves and royalty expense a", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 866729_2020.htm (CIK: 866729, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00955", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nThe Company\u2019s Consolidated Financial Statements, including supplemental data begin on page of this Annual Report.\nITEM 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1787005_2020.htm (CIK: 1787005, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00956", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations (Dollars in millions)\nManagement's discussion and analysis of financial condition and results of operations should be read in conjunction with the financial statements and accompanying notes in Item 8.\nManagement Overview\nWe are a global provider of high-technology products to virtually every major vehicle manufacturer in the world. We also serve the stationary industrial market. Our technologies include drive systems (axles, driveshafts, transmissions, and wheel and track drives); motion systems (winches, slew drives, and hub drives); electrodynamic technologies (motors, inverters, software and control systems, battery-management systems, and fuel cell plates); sealing solutions (gaskets, seals, cam covers, and oil pan modules); thermal-management technologies (transmission and engine oil cooling, battery and electronics cooling, charge air cooling, and thermal-acoustical protective shielding); and digital solutions (active and passive system controls and descriptive and predictive analytics). We serve our global light vehicle, medium/heavy vehicle and off-highway markets through four business units - Light Vehicle Drive Systems (Light Vehicle), Commercial Vehicle Drive and Motion Systems (Commercial Vehicle), Off-Highway Drive and Motion Systems (Off-Highway) and Power Technologies, which is the center of excellence for sealing and thermal-management technologies that span all customers in our on-highway and off-highway markets. We have a diverse customer base and geographic footprint which minimizes our exposure to individual market and segment declines. In 2020, 51% of our sales came from North American operations and 49% from operations throughout the rest of the world. Our sales by operating segment were Light Vehicle - 43%, Commercial Vehicle - 16%, Off-Highway - 28% and Power Technologies - 13%.\nOperational and Strategic Initiatives\nOur enterprise strategy builds on our strong technology foundation and leverages our resources across the organization while driving a customer centric focus, expanding our global markets, and delivering innovative solutions as we evolve into the era of vehicle electrification.\nCentral to our strategy is leveraging our core operations. This foundational element enables us to infuse strong operational disciplines throughout the strategy, making it practical, actionable, and effective. It enables us to capitalize on being a major drive systems supplier across all three end-mobility markets. We are achieving improved profitability by actively seeking synergies across our engineering, purchasing, and manufacturing base. We have strengthened the portfolio by acquiring critical assets; and we are utilizing our physical and intellectual capital to amplify innovation across the enterprise. Leveraging these core elements can further expand the cost efficiencies of our common technologies and deliver a sustainable competitive advantage for Dana.\nDriving customer centricity continues to be at the heart of who we are. Putting our customers at the center of our value system is firmly embedded in our culture and is driving growth by focusing customer relationships and providing value to our customers. These relationships are strengthened as we are physically where we need to be in order to provide unparalleled service and we are prioritizing our customers\u2019 needs as we engineer solutions that differentiate their products, while making it easier to do business with Dana by digitizing their experience. Our customer centric focus has uniquely positioned us to win more than our fair share of new business and capitalize on future customer outsourcing initiatives.\nWe continue to enhance and expand our global footprint, optimizing it to capture growth across all of our end markets.\nExpanding global markets means utilizing our global capabilities and presence to further penetrate growth markets, focusing on Asia due to i", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 26780_2020.htm (CIK: 26780, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00957", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nOur audited financial statements for the year ended December 31, 2020 and 2019 are set forth on pages to immediately following the signature page to this annual report. See Item 15 for a list of the financial statements included herein.\nITEM 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1784970_2020.htm (CIK: 1784970, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00958", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6.\nSELECTED FINANCIAL DATA\nThe following table sets forth selected financial information derived from our Consolidated Financial Statements for the periods and at the dates indicated. The information is qualified in its entirety by and should be read in conjunction with the Consolidated Financial Statements and related notes included elsewhere in this Annual Report on Form 10-K.\n(1)\nAcquisitions completed in 2020 accounted for $12.1 million net service revenues for the year ended December 31, 2020. Acquisitions completed in 2019 accounted for $108.2 million and $55.8 million net service revenues for the years ended December 31, 2020 and 2019, respectively. Acquisitions completed in 2018 accounted for $158.1 million, $113.2 million and $75.2 million net service revenues for the years ended December 31, 2020, 2019 and 2018, respectively. Acquisitions completed in 2017 accounted for $6.9 million, $21.2 million, $20.2 million and $8.6 million net service revenues for the years ended December 31, 2020, 2019, 2018 and 2017, respectively. Acquisitions completed in 2016 accounted for $74.5 million, $76.2 million, $65.3 million, $58.6 million and $52.7 million net service revenues for the years ended December 31, 2020, 2019, 2018, 2017 and 2016, respectively. For the years ended December 31, 2020, 2019, 2018, 2017 and 2016, acquisitions completed during those years represented $359.8 million, $266.4 million, $160.7 million, $67.2 million and $52.7 million, respectively, of net service revenues. See Note 4 to the Notes to Consolidated Financial Statements for additional information regarding the increases in total assets and goodwill and intangibles related to acquisitions during the years ended December 31, 2020, 2019 and 2018.\n(2)\nCertain amounts for the years ended December 31, 2019, 2018, 2017 and 2016 were reclassified in order to conform to the current year\u2019s presentation. Loss (gain) on sale of assets and provision for doubtful accounts are included in general and administrative expenses. On January 1, 2018, we adopted Accounting Standards Update (\u201cASU\u201d) 2014-09, Revenue from Contracts with Customers. The majority of what historically was classified as provision for doubtful accounts under operating expenses is now treated as an implicit price concession factored into revenues and were included in general and administrative expenses of $9.5 million and $9.2 million for the years ended December 31, 2017 and 2016, respectively.\n(3)\nLegislation enacted in Illinois entitles designated service program providers to receive a prompt payment interest penalty based on qualifying services approved for payment that remain unpaid after a designated period of time. As the amount and timing of the receipt of these payments are not certain, the interest income is recognized when received. For the years ended December 31, 2019, 2018 and 2016, we received $0.7 million, $2.3 million and $2.8 million in prompt payment interest. For the years ended December 31, 2020 and 2017, prompt payment interest received was immaterial.\n(4)\nWe define Adjusted EBITDA as net income before discontinued operations, net interest expense, interest income from Illinois, secondary offering costs, other non-operating income, income tax expense, depreciation and amortization, merger and acquisition expense, stock-based compensation expense, restructure and other non-recurring costs, COVID-19 expense, IRS accrual, write down of deferred tax assets and impact of the Tax Cuts and Jobs Act of 2017 (the \u201ctax reform act\u201d), write-off of debt issuance costs and (loss) gain on sale of assets. Adjusted EBITDA is a performance measure used by management that is not calculated in accordance with generally accepted accounting principles in the United States (\u201cGAAP\u201d). It should not be considered in isolation or as a substitute for net income, operating income or any other measure of financial performance calculated in accordance with GAAP. Additionally, our calculation of Adjusted", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax expense, deferred tax, tax reform. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00959", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA.\nWe voluntarily adopted the amended disclosure requirements under final SEC rules in Release No. 34-90459 applicable to Item 301 of Regulation S-K and Item 6 of Form 10-K on December 31, 2020. As a result, the five-year summary financial information formerly disclosed under Item 6 of Form 10-K is no longer applicable.\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1061219_2020.htm (CIK: 1061219, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00960", "source": "edgar", "source_license": "public_domain", "text": "Item 6 - Selected Financial Data\nWe have elected early compliance with the SEC\u2019s recent amendments to Form 10-K eliminating the requirement to present selected financial data. The consolidated financial statements and the report of Ernst & Young LLP\u2019s, Independent Registered Public Accounting Firm, on such financial statements are filed as part of this report beginning on page.\nItem 7", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 888491_2020.htm (CIK: 888491, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00961", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nThe following discussion and analysis should be read in conjunction with our consolidated financial statements and related notes thereto included in Item 8 of this Form 10-K. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause such differences are discussed in the sections titled \u201cForward-Looking Statements\u201d and \u201cItem 1A - Risk Factors.\u201d\nGeneral\nThe following discussion and analysis presents our financial condition and results of operations on a consolidated basis. However, because we conduct all of our material business operations through the Bank, the discussion and analysis relates to activities primarily conducted at the Bank.\nSignificant Developments - Impact of COVID-19\nThe COVID-19 pandemic in the United States has had an adverse impact on our financial condition and results of operations as of and for the year ended December 31, 2020, and has had a complex and significant adverse impact on the economy, and the banking industry, and is expected to continue to adversely impact the Company in future fiscal periods, all subject to a high degree of uncertainty.\nEffects on Our Market Areas. Our commercial and consumer banking products and services are offered primarily in Wisconsin, where individual and governmental responses to the COVID-19 pandemic have led to a broad curtailment of economic activity beginning in March 2020. The Wisconsin Governor ordered, effective March 25, 2020, that, subject to limited exceptions, all individuals stay at home and non-essential businesses cease all activities, but the order was rescinded by the Wisconsin Supreme Court on May 13, 2020. Since May 13, 2020, businesses and social gatherings have been reopening based on local ordinances in a phased-in approach, subject to public health reopening guidelines, including social distancing, and limitations on capacity. These limitations have had an impact on the economy of and our customers located in Wisconsin.\nThe Bank and its drive through windows have remained open because banks were deemed essential businesses, however lobbies were closed from March 18, 2020 to until they reopened to the public on June 22, 2020. Effective October 13, 2020, the Bank closed its branch lobbies to drop-in customer traffic and allowed access to branch lobbies by appointment only. The Bank is serving its customers through its drive through and night deposit services and digital banking platforms. Based on the current environment, it is unclear how communities in Wisconsin will change, relax, or impose new stay-at-home and social distancing policies, and how that will impact the economy and our customers.\nAcross the United States, as a result of the curtailment of business activities since March, many states have experienced a dramatic increase in unemployment levels. According to the U.S. Bureau of Labor Statistics, the unemployment rate in Wisconsin (on a seasonally adjusted basis) increased from 3.1% in March 2020 to its highest point of 13.6% in April 2020, and subsequently decreased to 5.5% in December 2020 (based on preliminary numbers).\nPolicy and Regulatory Developments. Federal, state and local governments and regulatory authorities have enacted and issued a range of policy responses to the COVID-19 pandemic, including the following:\n\u2022\nThe Federal Reserve decreased the range for the federal funds target rate by 0.5% on March 3, 2020, and by another 1.0% on March 16, 2020, reaching a range of 0.0 - 0.25%.\n\u2022\nThe FDIC and the Federal Reserve, in consultation with state financial regulators, issued a revision to the Interagency Statement on Loan Modifications by Financial Institutions Working with Customers Affected by the Coronavirus issued on March 22, 2020. The revised interagency stateme", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1470205_2020.htm (CIK: 1470205, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00962", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\nThe selected financial data previously required by Item 301 of Regulation S-K has been omitted in reliance on SEC Release No. 33-10890, Management\u2019s Discussion and Analysis, Selected Financial Data, and Supplementary Financial Information.\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1702494_2020.htm (CIK: 1702494, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00963", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data.\nThe information required by this Item 8 is incorporated by reference to our financial statements and the related notes and the report of our independent registered public accounting firm beginning at page of this report.\nItem 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1100397_2020.htm (CIK: 1100397, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00964", "source": "edgar", "source_license": "public_domain", "text": "Item 1A.\nRisk Factors\nYou should carefully consider the risks described below, together with all of the other information included in or incorporated by reference into this report, before making an investment decision. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties not presently known to us or that we do not currently believe are important to an investor may also harm our business. If any of the events, contingencies, circumstances or conditions described in the following risks actually occur, our business, financial condition or our results of operations could be seriously harmed. If that happens, the trading price of our common stock could decline and you may lose part or all of the value of any of our shares held by you.\nRisks Related to Our Business\nWe have limited operating history, we have incurred significant operating losses since inception and we expect to incur significant operating losses for the foreseeable future. We may never become profitable or, if achieved, be able to sustain profitability.\nWe have incurred significant operating losses since our inception and expect to incur significant losses for the foreseeable future as we continue our clinical trial and development programs for MGL-3196\n(resmetirom) and other future product candidates. As of December 31, 2020, we had an accumulated deficit of approximately $425.5 million. Losses have principally resulted from costs incurred in our preclinical and clinical trials, research and development programs and from our general and administrative expenses. As of December 31, 2020, we had cash, cash equivalents and marketable securities of approximately $284.1 million. In the future, we intend to continue to conduct research and development, clinical testing, regulatory compliance and, if resmetirom or other future product candidates are approved, sales and marketing activities that, together with anticipated general and administrative expenses, will likely result in us incurring further significant losses for the foreseeable future.\nWe currently generate no revenue from product sales, and we may never be able to commercialize resmetirom or other future product candidates. We do not currently have the required approvals to market resmetirom or any other future product candidates, and we may never receive them. We may not be profitable even if we or any of our future development partners succeed in commercializing any of our product candidates. Because of the numerous risks and uncertainties associated with developing and commercializing our product candidates, we are unable to predict the extent of any future losses or when we will become profitable, if at all.\nOur business depends on the success of MGL-3196\n(resmetirom), which is still in clinical development and has not completed a pivotal trial. If we are unable to obtain regulatory approval for and successfully commercialize resmetirom, or we experience significant delays in doing so, our business will be materially harmed.\nTo date, the sole focus of our product development has been resmetirom, a liver-directed selective thyroid hormone receptor beta agonist for potential use in non-alcoholic\nsteatohepatitis, or NASH, and familial hypercholesterolemia, or FH. Successful continued development and ultimate regulatory approval of resmetirom for NASH or dyslipidemia is critical to the future success of our business. We have invested, and will continue to invest, a significant portion of our time and financial resources in the clinical development of resmetirom. We will need to raise sufficient funds to successfully complete our clinical development program for resmetirom in NASH and dyslipidemia. The future regulatory and commercial success of resmetirom is subject to a number of risks, including the following:\n\u2022\nwe may not have sufficient financial and other resources to complete the necessary clinical trials for resmetirom, including, but not limited to,", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1157601_2020.htm (CIK: 1157601, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00965", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6.\nSELECTED FINANCIAL DATA\nThe selected financial data set forth below for the fiscal years indicated were derived from our audited consolidated financial statements. The information should be read in conjunction with our consolidated financial statements (including the notes thereto) and \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d appearing elsewhere in, or incorporated by reference into, this report.\n(1)\nFiscal 2020 operating loss includes asset impairment charges, a goodwill impairment charge and litigation costs totaling $15,205. Fiscal 2019 operating income includes asset impairment charges, a goodwill impairment charge, litigation costs, early retirement program charges and lease exit costs totaling $8,041. Fiscal 2018 operating income includes restructuring and asset impairment charges and lease exit costs totaling $770. Fiscal 2017 operating income includes a gain of $1,220 resulting from the sale of our retail store in Las Vegas, Nevada. Fiscal 2016 operating income includes the benefit of a $1,428 award received from the settlement of class action litigation. See Note 14 to the Consolidated Financial Statements for additional information related to each of these items.\n(2)\nFiscal 2017 includes $4,221 of gains resulting from the sale of investments, and an impairment charge of $1,084 retail real estate held for investment (see Note 2 to the Consolidated Financial Statements).\n(3)\nFiscal 2020 income tax benefit includes a federal tax benefit of $3,038 arising from the carryback of net operating losses to years with a 35% statutory rate due to enactment of the CARES Act (see Note 13 to the Consolidated Financial Statements).\n(4)\nFiscal 2018 income tax expense includes a charge of $1,331 resulting from the remeasurement of our deferred tax assets following the reduction of federal income tax rates with the enactment of the Tax Cuts and Jobs Act (see Note 13 to the Consolidated Financial Statements).\n(5)\nFiscal 2020 total assets include right of use assets under operating leases in the amount of $116,903 recognized following the adoption of Accounting Standards Update 2016-02, Leases (Topic 842) as of the beginning of fiscal 2020. Prior years were not restated under the transition method which we elected (see \u201cLeases\u201d under Note 2 to the Consolidated Financial Statements).\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax expense, deferred tax, tax rate. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00966", "source": "edgar", "source_license": "public_domain", "text": "Item 8.Financial Statements and Supplementary Data\nThe financial statements and supplementary financial information required to be filed under this Item are presented commencing on page 21 of the Annual Report on Form 10-K, and are incorporated herein by reference.\nItem 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 719494_2020.htm (CIK: 719494, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00967", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11.\nEXECUTIVE COMPENSATION\nThe information required by this item regarding executive compensation will be set forth under the headings \u201cElection of Directors - Director Compensation\u201d and \u201cExecutive Compensation\u201d in the Proxy Statement and is incorporated into this report by reference.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1389002_2020.htm (CIK: 1389002, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00968", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nOur management\u2019s discussion and analysis of our financial condition and results of operations include the identification of certain trends and other statements that may predict or anticipate future business or financial results that are subject to important factors that could cause our actual results to differ materially from those indicated. See \u201cItem 1A. Risk Factors.\u201d\nOVERVIEW\nWe are a national provider of a wide range of information technology, or IT, solutions. We help our customers design, enable, manage, and service their IT environments. We provide IT products, including computer systems, data center solutions, software and peripheral equipment, networking communications, and other products and accessories that we purchase from manufacturers, distributors, and other suppliers. We also offer services involving design, configuration, and implementation of IT solutions. These services are performed by our personnel and by third-party providers. We operate through three sales segments, which serve primarily: (a) small- to medium-sized businesses, or in our Business Solutions segment, through our PC Connection Sales subsidiary, (b) large enterprise customers, in our Enterprise Solutions segment, through our MoreDirect subsidiary, and (c) federal, state, and local government and educational institutions, in our Public Sector Solutions segment, through our GovConnection subsidiary.\nWe generate sales primarily through outbound telemarketing and field sales contacts by account managers focused on the business, education, and government markets, our websites, and direct responses from customers responding to our advertising media. We seek to recruit, retain, and increase the productivity of our sales personnel through training, mentoring, financial incentives based on performance, and updating and streamlining our information systems to make our operations more efficient.\nAs a value added reseller in the IT supply chain, we do not manufacture IT hardware or software. We are dependent on our suppliers-manufacturers and distributors that historically have sold only to resellers rather than directly to end users. However, certain manufacturers have, on multiple occasions, sold or attempted to sell directly to our customers, and in some cases, have restricted our ability to sell their products directly to certain customers, thereby attempting to eliminate our role. We believe that the success of these direct sales efforts by suppliers will depend on their ability to meet our customers\u2019 ongoing demands and provide objective, unbiased solutions to meet their needs. We believe more of our customers are seeking comprehensive IT solutions, rather than simply the acquisition of specific IT products. Our advantage is our ability to be product-neutral and provide a broader combination of products, services, and advice tailored to customer needs. By providing customers with customized solutions from a variety of manufacturers, we believe we can mitigate the negative impact of continued direct sales initiatives from individual manufacturers. Through the formation of our Technical Solutions Group, we are able to provide customers complete IT solutions, from identifying their needs, to designing, developing, and managing the integration of products and services to implement their IT projects. Such service offerings carry higher margins than traditional product sales. Additionally, the technical certifications of our service engineers permit us to offer higher-end, more complex products that generally carry higher gross margins. We expect these service offerings and technical certifications to continue to play a role in sales generation and improve gross margins in this competitive environment.\nThe primary challenges we continue to face in effectively managing our business are (1) increasing our revenues while at the same time improving our gross margin", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1050377_2020.htm (CIK: 1050377, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00969", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A.RISK FACTORS\nAn investment in the Corporation involves risk, some of which, including market, liquidity, credit, operational, legal, compliance, reputational, and strategic risks, could be substantial and is inherent in our business. This risk also includes the possibility that the value of the investment could decrease considerably, you could lose all or part of your investment, and dividends or other distributions concerning the investment could be reduced or eliminated. Discussed below are the most significant risks and uncertainties that management believes could adversely affect our financial results and condition, as well as the value of, and return on, an investment in the Corporation. Before making an investment decision, you should carefully consider the risks and uncertainties described below together with all of the other information included or incorporated by reference in this report.\nRisks Related to the COVID-19 Pandemic\nThe outbreak of COVID-19, or other such epidemic, pandemic, or outbreak of a highly contagious disease, occurring in the United States or in the geographies in which it conducts operations, could adversely affect the Corporation\u2019s business operations, asset valuations, financial condition, and results of operations.\nThe Corporation\u2019s business is dependent upon the willingness and ability of our customers to conduct banking and other financial transactions. The COVID-19 outbreak, or an outbreak of another highly contagious or infectious disease, could negatively impact the ability of our employees and customers to conduct such transactions and disrupt the business activities and operations of our customers in the geographic areas in which we operate. The spread of the COVID-19 virus had an impact on the Corporation\u2019s operations during fiscal year 2020, and we expect that the virus will continue to have an impact on business, financial condition, and results of operations and our customers during fiscal year 2021. The COVID-19 pandemic has caused changes in the behavior of our customers, businesses, and employees, including illness, quarantines, social distancing practices, cancellation of events and travel, business and school shutdowns, reduction in commercial activity and financial transactions, supply chain interruptions, increased unemployment, and overall economic and financial market instability. Future effects, including additional actions taken by federal, state, and local governments to contain COVID-19 or treat its impact, are unknown. Any sustained disruption to our operations is likely to negatively impact our financial condition and results of operations. Notwithstanding our contingency plans and other safeguards against pandemics or another contagious disease, the spread of COVID-19 could also negatively impact the availability of our personnel who are necessary to conduct our business operations, as well as potentially impact the business and operations of our third party service providers who perform critical services for us. If the response to contain COVID-19, or another highly infectious or contagious disease, is unsuccessful, we could experience a material adverse effect on our business operations, asset valuations, financial condition, and results of operations. Material adverse impacts may include all or a combination of valuation impairments on our intangible assets, investments, loans, loan servicing rights, deferred tax assets, or counter-party risk derivatives. Given the ongoing and dynamic nature of the circumstances, it is difficult to predict the full impact of the COVID-19 outbreak on our business. The extent of such impact will depend on future developments, which are highly uncertain, including when COVID-19 be controlled and abated and when and how the economy may be reopened.\nWe are subject to increasing credit risk as a result of the COVID-19 pandemic, which could adversely impact our profitability.\nOur business depends on our ability to successfully mea", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 714562_2020.htm (CIK: 714562, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00970", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nThe following discussion of Newmark\u2019s financial condition and results of operations should be read together with Newmark\u2019s accompanying consolidated financial statements and related notes, as well as the caution \u201cSpecial Note Regarding Forward-Looking Information\u201d relating to forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the \u201cSecurities Act\u201d), and Section 21E of the Securities Exchange Act of 1934, as amended (the \u201cExchange Act\u201d), included in this report. When used herein, the terms \u201cNewmark,\u201d the \u201cCompany,\u201d \u201cwe,\u201d \u201cus,\u201d and \u201cour\u201d refer to Newmark and its consolidated subsidiaries.\nThis discussion summarizes the significant factors affecting our results of operations and financial condition during the years ended December 31, 2020, 2019 and 2018. We operate in one reportable segment, real estate services. This discussion is provided to increase the understanding of, and should be read in conjunction with, our accompanying consolidated financial statements and the notes thereto included elsewhere in this report.\nForward-Looking Cautionary Statements\nOur actual results and the outcome and timing of certain events may differ significantly from the expectations discussed in the forward-looking statements. Factors that might cause or contribute to such a discrepancy include, but are not limited to, the factors set forth below:\n\u2022macroeconomic and other challenges and uncertainties resulting from the COVID-19 pandemic, including any successive waves or variants of the virus, or the emergence of another pandemic, and governmental measures taken in response thereto, such as the extent and duration of the impact on public health, including complications in the implementation of vaccination programs, public acceptance of the vaccine, the impact on the economy, the commercial real estate services industry and the global financial markets, and consumer and corporate clients and customers, including the effect on demand for commercial real estate including office space, levels of new lease activity and renewals, frequency of loan defaults and forbearance, and fluctuations in the mortgage-backed securities market;\n\u2022challenges relating to our repositioning of certain aspects of our business to adapt to and better address the needs of our clients in the future as a result of the acceleration of pre-existing long-term social and economic trends, or emergence of new trends resulting from the COVID-19 pandemic and governmental measures taken in response thereto, including changes in the mix of demand for commercial real estate space, including decreased demand for urban office and retail space generally, which may be offset in whole or in part by increased demand for suburban office, data storage, fulfillment, and distribution centers and life sciences facilities, that could materially reduce demand for commercial space and have a material adverse effect on the nature of and demand for our commercial real estate services, including the time and expense related to such repositioning, as well as risks related to our entry into new geographic markets or lines of business;\n\u2022the impact of the coronavirus (COVID-19) pandemic, including any successive waves or variants of the virus, on our operations, including the continued ability of our executives, employees, clients and third-party service providers to perform their functions at normal levels, as well as the cybersecurity risks of remote working, and our ability to continue providing on-site commercial property management services;\n\u2022market conditions, transaction volumes, possible disruptions in transactions, potential deterioration of equity and debt capital markets for commercial real estate and related services, impact of significant changes in interest rates and our ability to access the capital markets as needed or on reasonable terms and conditi", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1690680_2020.htm (CIK: 1690680, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00971", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nThe following discussion should be read in conjunction with our accompanying consolidated financial statements and notes thereto, which appear elsewhere in this document. In this discussion, all dollar amounts are presented in thousands, except share and per share data.\nThe following discussion contains forward-looking statements. We intend statements which are not historical in nature to be, and are hereby identified as \u201cforward-looking statements\u201d to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. In addition, the Company\u2019s senior management may make forward-looking statements orally to analysts, investors, the media and others. This safe harbor requires that we specify important factors that could cause actual results to differ materially from those contained in forward-looking statements made by or on behalf of us. We cannot promise that our expectations in such forward-looking statements will turn out to be correct. Our actual results could be materially different from and worse than our expectations. See \u201cForward-Looking Statements\u201d below for specific important factors that could cause actual results to differ materially from those contained in forward-looking statements.\nExecutive Summary and Overview\nIn this discussion, \u201cSafety\u201d refers to Safety Insurance Group, Inc. and \u201cour Company,\u201d \u201cwe,\u201d \u201cus\u201d and \u201cour\u201d refer to Safety Insurance Group, Inc. and its consolidated subsidiaries. Our subsidiaries consist of Safety Insurance Company (\u201cSafety Insurance\u201d), Safety Indemnity Insurance Company (\u201cSafety Indemnity\u201d), Safety Property and Casualty Insurance Company (\u201cSafety P&C\u201d), Safety Northeast Insurance Company (\u201cSafety Northeast\u201d), Safety Asset Management Corporation (\u201cSAMC\u201d), and Safety Management Corporation, which is SAMC\u2019s holding company.\nWe are a leading provider of private passenger automobile (54.9% of our direct written premiums in 2020), commercial automobile, (14.9% of 2020 direct written premiums), and homeowners (25.0% of 2020 direct written premiums) insurance. In addition to these coverages, we offer a portfolio of other insurance products, including dwelling fire, umbrella and business owner policies (totaling 5.2% of 2020 direct written premiums). Operating exclusively in Massachusetts, New Hampshire and Maine through our insurance company subsidiaries, Safety Insurance, Safety Indemnity, Safety P&C, (together referred to as the \u201cInsurance Subsidiaries\u201d), we have established strong relationships with independent insurance agents, who numbered 871 in 1,095 locations throughout these three states during 2020. We have used these relationships and our extensive knowledge of the market to become the fourth largest private passenger automobile carrier and the second largest commercial automobile carrier in Massachusetts, capturing an approximate 8.4% and 12.8% share, respectively, of the Massachusetts private passenger and commercial automobile markets in 2020, according to statistics compiled by CAR based on automobile exposures. We are the third largest homeowners insurance carrier in Massachusetts, with a market share of 7.0% in 2019. Our principal competitors within the Massachusetts homeowners insurance market are MAPFRE SA, Liberty Mutual Insurance and Chubb, which held 13.1%, 9.8% and 6.3% market shares respectively in 2019 (according to S&P Global Market Intelligence).\nOur Insurance Subsidiaries began writing insurance in New Hampshire during 2008 and Maine in 2016. In November 2020, we formed a fourth insurance subsidiary, Safety Northeast Insurance Company, which became licensed to write insurance products in Massachusetts in January of 2021. The table below shows the amount of direct written premiums in each state during the years ended December 31, 2020, 2019, and 2018.\nRecent Trends and Events\nBeginning in March 2020, the global pandemic associated with the nov", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1172052_2020.htm (CIK: 1172052, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00972", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nThe following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and the accompanying notes and other financial information included elsewhere in this Annual Report on Form 10-K. Some of the information contained in this discussion and analysis, or set forth elsewhere in this Annual Report on Form 10-K, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including, but not limited to, those set forth under \u201cRisk Factors\u201d under Item 1A of Part I of this Annual Report on Form 10-K and elsewhere in this Annual Report on Form 10-K.\nOverview\nWe are a specialty pharmaceutical company focused primarily on the development and commercialization of drugs to treat GI disorders and diseases. Since our inception, we have devoted our efforts to developing our sole product, Gimoti (metoclopramide) nasal spray, the first and only nasally-administered product indicated for the relief of symptoms in adults with acute and recurrent diabetic gastroparesis. On June 19, 2020, we received approval from FDA for our NDA for Gimoti. We launched commercial sales of Gimoti in the United States in October 2020 through our commercial partner Eversana.\nDiabetic gastroparesis is a GI disorder affecting millions of patients worldwide, in which food in an individual\u2019s stomach takes too long to empty resulting in a variety of serious GI symptoms and system metabolic complications. The gastric delay caused by gastroparesis can compromise absorption of orally administered medications.\nOn January 21, 2020, we entered into the Eversana Agreement for the commercialization of Gimoti. Pursuant to the Eversana Agreement, Eversana commercializes and distributes Gimoti in the United States. Eversana also manages the marketing of Gimoti to targeted health care providers, as well as the sales and distribution of Gimoti in the United States. Eversana also provided a $5 million revolving credit facility that became available upon FDA approval of the Gimoti NDA. In June 2020 we borrowed $2 million and in December 2020 we borrowed the remaining $3 million under the Eversana Credit Facility.\nWe have primarily funded our operations through the sale of our convertible preferred stock prior to our initial public offering in September 2013, borrowings under our bank loans and the sale of shares of our common stock on the Nasdaq Capital Market. We launched commercial sales of Gimoti in late October 2020 with Eversana and, to date, have generated modest sales given the launch occurred during the COVID-19 pandemic and we were entering the holiday season.\nWe have incurred losses in each year since our inception. These operating losses resulted from expenses incurred in connection with advancing Gimoti through development activities and general and administrative costs associated with our operations. We expect to continue to incur operating losses until revenues from sales of Gimoti exceed our expenses, if ever. We may never become profitable, or if we do, we may not be able to sustain profitability on a recurring basis.\nAs of December 31, 2020, we had cash and cash equivalents of approximately $8.1 million, which excludes our receipt of approximately $13.1 million in net proceeds raised from our public offering of our common stock in January 2021. Current cash on hand is intended to fund commercialization activities for Gimoti, manufacture commercial batches of Gimoti, conduct the post-marketing commitment PK trial of Gimoti and any additional development activities should we seek additional indications, protect our intellectual property portfolio and for general and administrativ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1403708_2020.htm (CIK: 1403708, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00973", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nGeneral\nThe following Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is intended to help the reader understand our results of operations and financial condition. The MD&A is provided as a supplement to, and should be read in conjunction with, our consolidated financial statements and notes thereto included in Item 8 - Financial Statements and Supplementary Data.\nThe MD&A generally discusses 2020 and 2019 items and year-to-year comparisons between 2020 and 2019. Discussions of 2018 items and year-to-year comparisons between 2019 and 2018 that are not included in this Form 10-K can be found in \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d in the Company\u2019s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 filed with the SEC on February 27, 2020.\nWe are a Marshall Islands company that transports iron ore, coal, grain, steel products and other drybulk cargoes along worldwide shipping routes through the ownership and operation of drybulk carrier vessels. After the sale of two of our Supramax vessels, our fleet will consist of 39 drybulk carriers, including 17 Capesize drybulk carriers, nine Ultramax drybulk carriers, and thirteen Supramax drybulk carriers with an aggregate carrying capacity of approximately 4,315,000 deadweight tons (\u201cdwt\u201d). The average age of our current fleet is approximately 10.1 years. We seek to deploy our vessels on time charters, spot market voyage charters, spot market-related time charters or in vessel pools trading in the spot market, to reputable charterers. The majority of the vessels in our current fleet are presently engaged under time charter and spot market voyage charters that expire (assuming the option periods in the time charters are not exercised) between February 2021 and June 2021.\nSee pages 3 - 4 for a table of our current fleet.\nCOVID-19\nIn March 2020, the World Health Organization (the \u201cWHO\u201d) declared the outbreak of a novel coronavirus strain, or COVID-19, to be a pandemic. The COVID-19 pandemic is having widespread, rapidly evolving, and unpredictable impacts on global society, economies, financial markets, and business practices. Governments have implemented measures in an effort to contain the virus, including social distancing, travel restrictions, border closures, limitations on public gatherings, working from home, supply chain logistical changes, and closure of non-essential businesses. This has led to a significant slowdown in overall economic activity levels globally and a decline in demand for certain of the raw materials that our vessels transport.\nDrybulk shipping rates, and therefore our voyage revenues, depend to a significant degree on global economic activity levels and specifically, economic activity in China. As the world\u2019s second largest economy, China is the largest importer of drybulk commodities globally, which drives demand for iron ore, coal and other cargoes we carry. In particular, earlier in 2020, the COVID-19 pandemic resulted in reduced industrial activity in China on which our business is substantially dependent, with temporary closures of factories and other facilities. The pandemic resulted in a 6.8% contraction in China\u2019s GDP during the first quarter of 2020, with the most significant impact occurring in January and February. Since March, China\u2019s economy has substantially improved, as various economic indicators such as fixed asset investment and industrial production rose as compared to the previous months of the year, which led to GDP growth of 3.2%, 4.9% and 6.5% during the second, third and fourth quarters of 2020, respectively. However, economic activity levels in regions outside of China declined significantly beginning in the first quarter of 2020 and continuing into the second quarter of the year due to various forms of nationwide shutdowns being imp", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1326200_2020.htm (CIK: 1326200, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00974", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\nForward-Looking Statements\nForward-looking statements contained in this and other written and oral reports are made based on known events and circumstances at the time of release, and as such, are subject in the future to unforeseen uncertainties and risks. All statements regarding future performance, earnings projections, events or developments are forward-looking statements. It is possible that the future performance and earnings projections of the Company, including its individual segments, may differ materially from current expectations, depending on economic conditions within its mobile, industrial and aerospace markets, and the Company's ability to maintain and achieve anticipated benefits associated with announced realignment activities, strategic initiatives to improve operating margins, actions taken to combat the effects of the current economic environment, and growth, innovation and global diversification initiatives. Additionally, the actual impact of changes in tax laws in the United States and foreign jurisdictions and any judicial or regulatory interpretations thereof on future performance and earnings projections may impact the Company's tax calculations. A change in the economic conditions in individual markets may have a particularly volatile effect on segment performance.\nAmong other factors which may affect future performance are:\n\u2022\nglobal economic and political factors, including the impact of the global outbreak of COVID-19 and governmental and other actions taken in response, manufacturing activity, air travel trends, currency exchange rates and monetary policy, trade policy and tariffs, difficulties entering new markets and general economic conditions such as inflation, deflation, interest rates and credit availability, as well as uncertainties associated with the timing and conditions surrounding the return to service of the Boeing 737 MAX;\n\u2022\nour ability to identify acceptable strategic acquisition targets; uncertainties surrounding timing, successful completion or integration of acquisitions and similar transactions, including the integrations of Clarcor, Lord and EMFCO Holdings Incorporated, parent company of Exotic; and our ability to successfully divest businesses planned for divestiture and realize the anticipated benefits of such divestitures;\n\u2022\nour ability to effectively manage expanded operations from the acquisitions of Clarcor, Lord and Exotic;\n\u2022\nthe determination to undertake business realignment activities and the expected costs thereof and, if undertaken, the ability to complete such activities and realize the anticipated cost savings from such activities;\n\u2022\nincreased cybersecurity threats and sophisticated computer crime;\n\u2022\nbusiness relationships with and purchases by or from major customers, suppliers or distributors, including delays or cancellations in shipments;\n\u2022\nthe development of new products and technologies requiring substantial investment;\n\u2022\navailability, limitations or cost increases of raw materials, component products and/or commodities that cannot be recovered in product pricing;\n\u2022\ndisputes regarding contract terms or significant changes in financial condition, changes in contract cost and revenue estimates for new development programs, and changes in product mix;\n\u2022\nuncertainties surrounding the ultimate resolution of outstanding legal and regulatory proceedings, including the outcome of any appeals;\n\u2022\nadditional liabilities relating to changes in tax rates or exposure to additional income tax liabilities;\n\u2022\npotential product liability risks;\n\u2022\nour ability to enter into, own, renew and maintain intellectual property and know-how;\n\u2022\nour leverage and future debt service obligations;\n\u2022\npotential impairment of goodwill;\n\u2022\ncompliance costs associated with environmental laws and climate change regulations;\n\u2022\nour ability to manage costs related to insurance and employee retirement and hea", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax rate, tax law. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00975", "source": "edgar", "source_license": "public_domain", "text": "Item 7.\nManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nYou should read the following discussion and analysis of our financial condition and results of operations for the fiscal years ended December 31, 2020 and 2019 together with our consolidated financial statements and related notes and other financial information appearing in this Annual Report. Some of the information contained in this discussion and analysis or set forth elsewhere in this Annual Report, including information with respect to our plans and strategy for our business, operations, and product candidates, includes forward-looking statements that involve risks and uncertainties. You should review the sections of this Annual Report captioned \u201cRisk Factors\u201d and \u201cSpecial Note Regarding Forward-Looking Statements\u201d for a discussion of important factors that could cause our actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.\nWe have revised our calculation of Adjusted EBITDA and Adjusted Gross Profit, which are non-GAAP financial measures, for the presented periods. For additional information, see \u201c- Non-GAAP Financial Measures - EBITDA and Adjusted EBITDA for the Years Ended December 31, 2020, 2019 and 2018.\u201d and \u201c- Non-GAAP Financial Measures - Adjusted Gross Profit and Adjusted Gross Profit Margin for the Years Ended December 31, 2020, 2019 and 2018.\u201d\nOverview\nWe are an innovative manufacturing company featuring a proprietary software and virtual reality visualization platform, coupled with vertically integrated manufacturing that designs, configures and manufactures prefabricated interior solutions used primarily in non-residential spaces across a wide range of industries and businesses. We combine innovative product design with our industry-leading, proprietary ICE Software, and technology-driven, lean manufacturing practices and sustainable materials to provide end-to-end solutions for the traditionally inefficient and fragmented interior construction industry. We create customized interiors with the aesthetics of conventional construction but with greater schedule and cost certainty, shorter lead times, greater future flexibility, and better environmental sustainability than conventional construction.\nOur ICE Software allows us to sell, design, visualize (including 3D virtual reality modeling of interiors), configure, price, communicate, engineer, specify, order and manage projects, thereby reducing challenges associated with traditional construction, including cost overruns, change orders, inconsistent quality, delays and material waste. While other software programs and virtual reality tools are used in the architectural and construction industries, we believe our ICE Software is the only interior construction technology that provides end-to-end integration, from design through engineering, manufacturing and installation. Our interior construction solutions include prefabricated, customized interior modular walls, ceilings, and floors; decorative and functional millwork; power infrastructure; network infrastructure; and pre-installed medical gas piping systems. We strive to incorporate environmentally sustainable materials and reusable components into our solutions while creating flexible, functional and well-designed environments for the people who will use them.\nWe offer our interior construction solutions throughout the United States and Canada, as well as in select international markets, through a network of independent Distribution Partners and an internal sales team. Our Distribution Partners use ICE to work with end users to envision and design their spaces, and orders are electronically routed through ICE to our manufacturing facilities for production, packing and shipping. Our Distribution Partners then coordinate the receipt and installations of our interior solutions at the end users\u2019 locations.\nSumma", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1340476_2020.htm (CIK: 1340476, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00976", "source": "edgar", "source_license": "public_domain", "text": "Item 11.\nExecutive Compensation\nInformation required by this item is incorporated by reference to all information under the caption entitled \"Board Committees and Meetings-Committees of the Board-Compensation Committee-Compensation Committee Interlocks and Insider Participation,\" \"Compensation Discussion and Analysis,\" \"Compensation Committee Report,\" \"Executive Compensation,\" and \"Non-Employee Director Compensation\" included in our 2021 Proxy Statement.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1059262_2020.htm (CIK: 1059262, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00977", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nOur business is subject to numerous risks. You should consider carefully the risks and uncertainties described below, in addition to other information contained in this Annual Report on Form 10-K as well as our other public filings with the Securities and Exchange Commission, or the SEC. Any of the following risks could have a material adverse effect on our business, financial condition, results of operations and growth prospects and cause the trading price of our common stock to decline\nRisks Related to Our Financial Position and Need for Additional Capital\nWe have a limited operating history, have incurred net losses in every year since our inception and anticipate that we will continue to incur net losses in the future.\nWe are a clinical-stage biopharmaceutical company with a limited operating history. Since our inception in 2015, we have invested most of our resources in developing our product candidates, building our intellectual property portfolio, developing our supply chain, conducting business planning, raising capital and providing general and administrative support for these operations. Consequently, we have no meaningful operations upon which to evaluate our business and predictions about our future success or viability may not be as accurate as they could be if we had a longer operating history or a history of successfully developing and commercializing drug products. Investment in biopharmaceutical product development is highly speculative because it entails substantial upfront capital expenditures and significant risk that any potential product candidate will fail to demonstrate adequate effect or an acceptable safety profile, gain regulatory approval and become commercially viable. We have not yet demonstrated the ability to progress any product candidate through late-stage clinical trials, we have no products approved for commercial sale and we have\nnot generated any revenue from product sales to date. We continue to incur significant research and development and other expenses related to our ongoing operations. As a result, we are not profitable and have incurred losses in each period since our inception. For the years ended December 31, 2020 and 2019, we reported a net loss of $45.4 million and $12.3 million, respectively. As of December 31, 2020, we had an accumulated deficit of $65.0 million. We expect to continue to incur significant losses for the foreseeable future, and we expect these losses to increase as we continue our research and development of, and seek regulatory approvals for, our lead protein therapeutic product candidate, KER-050, our lead small molecule product candidate, KER-047, our third product candidate, KER-012, and any future product candidates we may develop.\nWe anticipate that our expenses will increase substantially if, and as, we:\n\u25aacomplete our Phase 2 clinical trial of KER-050 evaluating the treatment of cytopenias, including anemia and thrombocytopenia, in patients with myelodysplastic syndrome, or MDS;\n\u25aainitiate an open-label Phase 2 clinical trial of KER-050 evaluating the treatment of cytopenias, including anemia and thrombocytopenia, in patients with myelofibrosis in mid-2021;\n\u25aainitiate two open-label Phase 2 clinical trials of KER-047 in the second half of 2021, one in patients with iron deficiency anemia, or IDA, and one in patients with iron-refractory iron deficiency anemia, or IRIDA;\n\u25aainitiate a Phase 2 clinical trial of KER-047 in patients with fibrodysplasia ossificans progressiva, or FOP;\n\u25aaadvance KER-012 into clinical development;\n\u25aacontinue the research and development of our other clinical- and preclinical-stage product candidates and discovery-stage programs;\n\u25aaincrease the amount of research and development activities to identify and develop product candidates using our proprietary discovery approach;\n\u25aamake milestone, royalty or other payments under in-license or collaboration agreements;\n\u25aamaintain, expand and protect our intellectual propert", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1664710_2020.htm (CIK: 1664710, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00978", "source": "edgar", "source_license": "public_domain", "text": "Item 11 Executive Compensation\nIn accordance with General Instruction G(3), reference is hereby made to the Company\u2019s definitive proxy statement to be filed within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.\nItem 12", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 77159_2020.htm (CIK: 77159, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00979", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\nA discussion regarding our financial condition and results of operations for year-end 2019 compared to year-end 2018 can be found in Part II, Item 7 \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d of our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, as filed with the SEC on February 27, 2020.\nBUSINESS AND OVERVIEW\nOverview\nWe are a worldwide operator, franchisor, and licensor of hotel, residential, and timeshare properties in 133 countries and territories under 30 brand names. Under our asset-light business model, we typically manage or franchise hotels, rather than own them. We discuss our operations in the following three reportable business segments: U.S. & Canada; Asia Pacific; and Europe, Middle East and Africa (\u201cEMEA\u201d). Our Caribbean and Latin America (\u201cCALA\u201d) operating segment does not meet the applicable accounting criteria for separate disclosure as a reportable business segment, and we include its results in \u201cUnallocated corporate and other.\u201d In January 2021, we modified our reportable segment structure as a result of a change in the way management intends to evaluate results and allocate resources within the Company. Beginning with the 2021 first quarter, we will report the following two operating segments: U.S. & Canada and International.\nWe earn base management fees and, under many agreements, incentive management fees from the properties that we manage, and we earn franchise fees on the properties that others operate under franchise agreements with us. In most markets, base management and franchise fees typically consist of a percentage of property-level revenue, or certain property-level revenue in the case of franchise fees, while incentive management fees typically consist of a percentage of net house profit after a specified owner return. For our hotels in the Middle East and Africa and in the Asia Pacific region, incentive management fees typically consist of a percentage of gross operating profit without adjustment for a specified owner return. Net house profit is calculated as gross operating profit (also referred to as \u201chouse profit\u201d) less non-controllable expenses such as property insurance, real estate taxes, and capital spending reserves. Additionally, we earn franchise fees for use of our intellectual property, including fees from our co-brand credit card, timeshare, and residential programs.\nStarwood Data Security Incident\nOn November 30, 2018, we announced a data security incident involving unauthorized access to the Starwood reservations database (the \u201cData Security Incident\u201d). The Starwood reservations database is no longer used for business operations.\nIn July 2019, the ICO issued a formal notice of intent under the U.K. Data Protection Act 2018 (the \u201cU.K. DPA\u201d) proposing a fine in the amount of \u00a399 million against the Company in relation to the Data Security Incident. In October 2020, the ICO issued a final decision under the U.K. DPA, which includes a fine of \u00a318.4 million. The Company did not appeal the ICO\u2019s decision, but has made no admission of liability in relation to the decision or the underlying allegations. In 2019, we expensed $65 million for this loss contingency, in the \u201cRestructuring and merger-related charges\u201d caption of our Income Statements, based on the fine initially proposed by the ICO in July 2019 and the ongoing proceeding. In 2020, we recorded a $39 million reversal of expense, based on the ICO\u2019s issuance of the final decision. We paid a portion of the ICO fine in the 2020 fourth quarter, and the remainder is payable over the next two years. Our accrual for this loss contingency, which we present in the \u201cAccrued expenses and other\u201d and \u201cOther noncurrent liabilities\u201d captions of our Balance Sheets, was $65 million at year-end 2019 and $17 million at year-end 2020. See Note 8 for additional information.\nWe are curren", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1048286_2020.htm (CIK: 1048286, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00980", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nCamping World Holdings, Inc. and Subsidiaries\nConsolidated Financial Statements\nYears Ended December 31, 2020, 2019, and 2018\nContents\nReport of Independent Registered Public Accounting Firm - Deloitte & Touche LLP\nConsolidated Financial Statements\nConsolidated Balance Sheets\nConsolidated Statements of Operations\nConsolidated Statements of Stockholders\u2019 Deficit\nConsolidated Statements of Cash Flows\nNotes to Consolidated Financial Statements\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nTo the Stockholders and the Board of Directors of Camping World Holdings, Inc. and subsidiaries\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheets of Camping World Holdings, Inc. and subsidiaries (the \"Company\") as of December 31, 2020 and 2019, the related consolidated statements of operations, stockholders' deficit, and cash flows, for each of the three years in the period ended December 31, 2020, and the related notes and the schedules listed in the Index at Item 15(a)(2) (collectively referred to as the \"financial statements\"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.\nWe have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 26, 2021, expressed an unqualified opinion on the Company's internal control over financial reporting.\nChange in Accounting Principle\nAs discussed in Note 1 to the financial statements, the Company changed its method of accounting for leasing transactions in 2019 due to the adoption of Accounting Standards Codification Topic 842, Leases, using the modified retrospective approach.\nBasis for Opinion\nThese financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\nCritical Audit Matters\nThe critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex ", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1669779_2020.htm (CIK: 1669779, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00981", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6 - SELECTED FINANCIAL DATA\nThe following statement of operations, statement of cash flows and balance sheet data were derived from our consolidated financial statements. Our consolidated financial statements for the years ended December 31, 2020, 2019, 2018, 2017 and 2016, have been audited by Ernst & Young LLP. The selected financial data below should be read in conjunction with Item 7, \"Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations,\" and our consolidated financial statements and the notes thereto included in this Report.\n(1)2020 results include $149.9 million of restructuring and related manufacturing inefficiency charges (including $23.3 million of asset impairment charges), $21.1 million loss on the extinguishment of debt, $4.0 million impairment of an investment, $33.8 million of tax benefits related to restructuring charges and various other items, a $15.5 million tax benefit related to the U.S. deferred tax effect of our foreign branches and $28.9 million of tax expense related to a net increase in valuation allowances on deferred tax assets.\n(2)2019 results include $189.7 million of restructuring and related manufacturing inefficiency charges (including $9.5 million of asset impairment charges), $1.6 million of transaction costs, $1.1 million loss related to litigation, $1.6 million related to a favorable indirect tax ruling in a foreign jurisdiction, $10.6 million loss on the extinguishment of debt, $5.0 million impairment of an investment, $4.0 million gain related to the deconsolidation of an affiliate, $1.6 million gain related to an affiliate and $122 million of net tax benefits related to an increase in research and development tax credits for the years 2013 through 2018, changes in the tax status of certain affiliates, the U.S. tax impact of the foreign tax credit regulations issued in the fourth quarter of 2019, net reductions in tax reserves, share-based compensation, various tax-related items, including the release of valuation allowances, tax rate changes and audit adjustments, restructuring charges and various other special items partially offset by the establishment of valuation allowances on the deferred tax assets of foreign subsidiaries.\n(3)2018 results include $104.3 million of restructuring and related manufacturing inefficiency charges (including $4.7 million of fixed asset impairment charges), $0.5 million of transaction costs, $5.4 million pension settlement charge, $17.1 million gain related to litigation, $15.8 million related to a favorable indirect tax ruling in a foreign jurisdiction, $10.0 million gain related to obtaining control of an affiliate, $8.9 million loss related to affiliates and $49.1 million of net tax benefits related to the reversal of valuation allowances on the deferred tax assets of certain foreign subsidiaries, share-based compensation, a tax rate change in a foreign subsidiary, an adjustment to the 2017 provisional income tax expense, restructuring charges and various other items partially offset by an increase in foreign withholding tax on certain undistributed foreign earnings and the establishment of valuation allowances on the deferred tax assets of certain foreign subsidiaries and various other items.\n(4)2017 results include $74.5 million of restructuring and related manufacturing inefficiency charges (including $1.3 million of fixed asset impairment charges), $3.8 million of transaction costs, $5.0 million charge due to an acquisition-related inventory fair value adjustment, $15.4 million litigation charge, $21.2 million loss on the extinguishment of debt, $54.2 million gain related to obtaining control of an affiliate and $214.8 million of net tax benefits related to U.S. corporate tax reform and its associated transition tax, foreign tax credits on repatriated earnings, the reversal of valuation allowances on the deferred tax assets of certain foreign subsidiaries, share-based compensation, an incentive tax credit in a ", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax expense, deferred tax, tax rate. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00982", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nSANGUI BIOTECH INTERNATIONAL, INC.\nAUDIT REPORT OF INDEPENDENT ACCOUNTANTS\nAND\nCONSOLIDATED FINANCIAL STATEMENTS\nJune 30, 2020 and 2019\nSANGUI BIOTECH INTERNATIONAL, INC.\nPage\nReport of Independent Registered Public Accounting FirmF-1\nConsolidated Balance Sheets - June 30, 2020 and 2019F-2\nConsolidated Statements of Operations and Comprehensive Loss for the years ended\nJune 30, 2020 and 2019F-3\nConsolidated Statements of Stockholders\u2019 Deficit for the years ended\nJune 30, 2020 and 2019F-4\nConsolidated Statements of Cash Flows for the years ended June 30, 2020 and 2019F-5\nNotes to Consolidated Financial StatementsF-6\n_______________________________________\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nTo the Board of Directors and Shareholders of Sangui Biotech International, Inc.:\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheets of Sangui Biotech International, Inc. (\u201cthe Company\u201d) as of June 30, 2020 and 2019, the related consolidated statements of operations and comprehensive loss, stockholders\u2019 deficit, and cash flows for each of the years in the two-year period ended June 30, 2020 and the related notes (collectively referred to as the \u201cfinancial statements\u201d). In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of June 30, 2020 and 2019, and the results of its operations and its cash flows for each of the years in the two-year period ended June 30, 2020, in conformity with accounting principles generally accepted in the United States of America.\nExplanatory Paragraph Regarding Going Concern\nThe accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.\nBasis for Opinion\nThese financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (\u201cPCAOB\u201d) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company\u2019s internal control over financial reporting. Accordingly, we express no such opinion.\nOur audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits ", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1104280_2020.htm (CIK: 1104280, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00983", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\nAs a Smaller Reporting Company, we are not required to report selected financial data.\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1681556_2020.htm (CIK: 1681556, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00984", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nCOVID-19 Pandemic\nFor a discussion of the COVID-19 pandemic, refer to Part I Item 1. Business.\nExecuting on our Strategy\nDuring the year ended December 31, 2020, we had Net income attributable to common stockholders of $44.9 million, which includes the impacts of a $132.1 million Goodwill impairment charge and $117.0 million of uncollectible Lease income, as compared to Net income attributable to common stockholders of $239.4 million during the year ended December 31, 2019.\nDuring the year ended December 31, 2020:\n\u2022\nOur Pro-rata same property NOI, excluding termination fees, declined 11.6%, primarily attributable to uncollectible Lease income; however, as of February 8, 2021, we experienced sequential improvement in our Pro-rata base collection rates billed by quarter as follows:\n\u2022\nWe executed 1,511 new and renewal leasing transactions representing 5.8 million Pro-rata SF with positive trailing twelve month rent spreads of 2.2%, as compared to 1,702 leasing transactions representing 6.1 million Pro-rata SF with positive trailing twelve month rent spreads of 8.5% in the prior year. Rent spreads are on comparable retail operating property spaces in each period.\n\u2022\nAt December 31, 2020, our total property portfolio was 92.3% leased while our same property portfolio was 92.9% leased, as compared to 94.8% leased and 95.1% leased, respectively, at December 31, 2019. Primarily as a result from the impacts of the pandemic, our percent leased declined during 2020 due to tenant closures and bankruptcies, combined with declines in new leasing activity.\nWe continued our development and redevelopment of high quality shopping centers in a targeted manner amidst the pandemic, although many in process projects have stopped or slowed while we evaluate current market conditions and assess the feasibility of these projects. As of December 31, 2020, we have a total of 14 properties in process of development or redevelopment with total estimated Pro-rata project costs of $319.3 million as compared to 22 properties and $350.8 million at December 31, 2019.\nWe maintained a conservative balance sheet providing liquidity and financial flexibility to respond to these uncertain economic times and to cost effectively fund investment commitments, opportunities, and debt maturities:\n\u2022\nDuring March of 2020, we settled forward sales agreements under our ATM program that we entered into during 2019 by delivering 1,894,845 shares of common stock and receiving $125.8 million in net proceeds. We used these proceeds for working capital and general corporate purposes. Under our current ATM equity offering program, we may sell up to $500 million of common stock at prices determined by the market at the time of sale.\n\u2022\nOn May 11, 2020, we issued $600 million of 10 year senior unsecured public notes at 3.7%, which priced at 99.805%. The proceeds of the offering were used to increase liquidity, including redeeming other outstanding public notes, repaying the outstanding balance on our Line, and for general working capital purposes.\n\u2022\nOn September 2, 2020, we redeemed the entire $300 million outstanding of 3.75% Notes due 2022 for a redemption price of $325.1 million, including accrued and unpaid interest through the redemption date and a make-whole amount.\n\u2022\nAs of December 31, 2020, we have a borrowing capacity of $1.2 billion on our Line of Credit (\u201cLine\u201d).\n\u2022\nAt December 31, 2020, our Pro-rata net debt-to-operating EBITDAre ratio on a trailing twelve month basis was 6.0x as compared to 5.4x at December 31, 2019.\n\u2022\nSubsequent to December 31, 2020, we repaid our $265 million Term Loan, leaving us with no unsecured debt maturities until 2024.\n\u2022\nSubsequent to December 31, 2020, we extended our Line maturity date to March 2025, retaining the same $1.25 billion borrowing commitment.\nLeasing Activity and Significant Tenants\nWe believe our high-quality, grocery anchored shopping cente", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 910606_2020.htm (CIK: 910606, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00985", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A.\nQUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nAs a smaller reporting company, we are not required to provide Item 7A disclosure in this Annual Report.\nITEM 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 787253_2020.htm (CIK: 787253, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00986", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors.\nRISK FACTORS\nAn investment in our securities involves a high degree of risk. You should consider carefully all of the risks described below, together with the other information contained in this Annual Report, before making a decision to invest in our securities. If any of the following events occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business, financial condition and operating results. Unless the context otherwise requires, all references in this subsection to the \u201cCompany,\u201d \u201cwe\u201d, \u201cus\u201d or \u201cour\u201d refer to PLBY Group, Inc. and its consolidated subsidiaries following the Business Combination, which was completed on February 10, 2021, other than certain historical information which refers to the business of Playboy prior to the consummation of the Business Combination.\nSummary of Risk Factors\nWe have in the past been adversely affected by certain of, and may in the future be materially and adversely affected by, the following risks:\n\u00b7our ability to maintain the value and reputation of the Playboy brand;\n\u00b7operating in highly competitive industries;\n\u00b7our ability to anticipate changes in the market for our adult oriented products and rapidly adapt;\n\u00b7our ability to obtain, maintain and protect our intellectual property rights, in particular trademarks and copyrights;\n\u00b7our ability to identify, fund investment in and commercially exploit new technology;\n\u00b7negative publicity, lawsuits and boycotts as a result of our business involving the provision of sexually explicit content;\n\u00b7the refusal of companies upon which we rely for products and services to do business with us because some of our products contain adult content;\n\u00b7various taxation related risks in multiple jurisdictions;\n\u00b7potential systems failures in our digital operations;\n\u00b7our exposure to data security and privacy risks;\n\u00b7compliance with government regulations;\n\u00b7challenges relating to operations and expansion outside of the U.S.;\n\u00b7adverse results in litigation;\n\u00b7our ability to attract and retain key employees and hire qualified management and personnel;\n\u00b7difficulties in making strategic acquisitions on economically acceptable terms;\n\u00b7integration risks from significant future acquisitions;\n\u00b7our debt and other financial obligations;\n\u00b7the demand for our products;\n\u00b7the COVID-19 (as defined below) pandemic;\n\u00b7global economic conditions;\n\u00b7our ability to manage the various licensing and selling models in our operations;\n\u00b7the concentration of a substantial portion of our licensing revenue with a limited number of licensees and retail partners;\n\u00b7our dependence on third parties to help operate certain aspects of our e-commerce business;\n\u00b7increasing competition for and changing dynamics in the marketplace for our adult content products;\n\u00b7our ability to maintain our agreements with multiple system operators and direct-to-home operators on favorable terms;\n\u00b7shifts in consumer behavior as a result of technological innovations and changes in the distribution of content;\n\u00b7our ability to meet the listing requirements to be listed on the Nasdaq Stock Market and maintain the listing of our securities in the future;\n\u00b7the potential utilization of exemptions from certain Nasdaq requirements as a result of our status as a controlled company within the meaning of the Nasdaq rules;\n\u00b7the benefits from the Business Combination; and\n\u00b7the reduced reporting requirements as a result of our status as an emerging growth company.\nGeneral Risks Related to Our Business and Industry\nOur success depends on our ability to maintain the value and reputation of the Playboy brand.\nOur succ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1803914_2020.htm (CIK: 1803914, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00987", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nWe are exposed to the effects of interest rate changes as a result of borrowings used to maintain liquidity, to fund the financing and refinancing of our real estate portfolio and to fund our operations. Our profitability and the value of our portfolio may be adversely affected during any period as a result of interest rate changes. Our interest rate risk management objectives are to limit the impact of interest rate changes on earnings, prepayment penalties and cash flows and to lower overall borrowing costs.\nThe table below summarizes the outstanding principal balance and the interest rates of our notes payable based on the maturity dates, all as of December 31, 2020 (dollars in thousands):\n_____________________\n(1) The effective interest rate represents the actual interest rate in effect as of December 31, 2020, using interest rate indices as of December 31, 2020, where applicable.\nAs of December 31, 2020, we were exposed to market risks related to fluctuations in interest rates on $240.5 million of variable rate debt outstanding. Movements in interest rates on our variable rate debt would change our future earnings and cash flows, but not significantly affect the fair value of those instruments. However, changes in required risk premiums would result in changes in the fair value of variable rate instruments. Based on interest rates as of December 31, 2020, if interest rates were 100 basis points higher or lower during the 12 months ending December 31, 2021, interest expense on our variable rate debt would increase or decrease by $2.4 million.\nFor a discussion of the interest rate risks related to the current capital and credit markets, see Part I, Item 1A, \u201cRisk Factors.\u201d\nITEM 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1411059_2020.htm (CIK: 1411059, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00988", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\nYou should read the following discussion in conjunction with our Consolidated Financial Statements and related Notes included elsewhere in this annual report. Historical results are not necessarily indicative of trends in operating results for any future period.\nThe statements contained in this annual report that are not historical facts are forward-looking statements that involve a number of risks and uncertainties. The actual results of the future events described in such forward-looking statements in this annual report could differ materially from those stated in such forward-looking statements. Among the factors that could cause actual results to differ materially are the risks and uncertainties discussed in Item 1A. Risk Factors and the uncertainties set forth from time to time in our other public reports and filings and public statements.\nExecutive Summary\nOverview\nOur long-term strategy is to provide the best small and medium-sized businesses in the United States with our specialized human resources service offering and to leverage our buying power and expertise to provide additional valuable services to clients. Our most comprehensive HR services offerings are provided through our Workforce Optimization\u00ae and Workforce SynchronizationTM solutions (together, our PEO HR Outsourcing solutions), which encompass a broad range of human resources functions, including payroll and employment administration, employee benefits, workers\u2019 compensation, government compliance, performance management and training and development services. Our overall operating results can be measured in terms of revenues, gross profit or adjusted EBITDA per WSEE per month. We often use the average number of WSEEs paid during a period as our unit of measurement in analyzing and discussing our results of operations.\nIn addition to our PEO HR Outsourcing solutions, we offer a comprehensive traditional payroll and human capital management solution, known as Workforce AccelerationTM. We also offer a number of other business performance solutions, including Comprehensive Traditional Payroll and Human Capital Management, Time and Attendance, Performance Management, Organizational Planning, Recruiting Services, Employment Screening, Retirement Services, and Insurance Services, many of which are offered as a cloud-based software solution. These other products or services are offered separately or with our other solutions.\nCOVID-19 Pandemic\nThe effects of the COVID-19 pandemic, including actions taken by businesses and governments, have resulted in a significant reduction in U.S. economic activity. As the duration of the pandemic and such economic impacts remain uncertain, we have planned for a range of scenarios and have modified certain business and workforce practices. To conform to government restrictions and best practices, we have taken steps designed to keep our staff safe while continuing to serve clients, including implementing remote working for all non-essential employees and providing extra safety measures at corporate facilities. To serve our clients, we have instituted a number of service offerings and developed COVID-19 resources to assist clients with obtaining government provided tax credits, tax deferrals, loans and loan forgiveness and to provide guidance to assist clients with addressing the challenges faced by employers as a result of the pandemic. These service offerings and guidance to assist clients during the pandemic included additional benefits support, remote workforce transition, monitoring and educating on regulatory changes, return to the workplace and workplace safety.\nThe COVID-19 pandemic did not have a significant impact to our first quarter 2020 financial results due to the increased spread of, and related government and business responses to, the COVID-19 pandemic not occurring until late in the quarter. However, towards the end of ", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: tax credit, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00989", "source": "edgar", "source_license": "public_domain", "text": "Item 7.\nManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\nGeneral\nEffective June 1, 2020, our corporate name has changed to The Shyft Group, Inc. (f/k/a Spartan Motors, Inc.). The new corporate name reflects the next phase of our business transformation with an increased focus on higher growth commercial, retail, and service specialty vehicle markets.\nThe Shyft Group, Inc. was organized as a Michigan corporation on September 18, 1975, and is headquartered in Novi, Michigan. We are a niche market leader in specialty vehicle manufacturing and assembly for the commercial vehicle (including last-mile delivery, specialty service and vocation-specific upfit segments) and recreational vehicle industries. Our products include walk-in vans and truck bodies used in e-commerce/parcel delivery, upfit equipment used in the mobile retail and utility trades, service and vocational truck bodies, luxury Class A diesel motor home chassis and contract manufacturing and assembly services. We also supply replacement parts and offer repair, maintenance, field service and refurbishment services for the vehicles that we manufacture. Our operating activities are conducted through our wholly-owned operating subsidiary, The Shyft Group USA, Inc., with locations in Novi and Charlotte, Michigan; Bristol, Indiana; Waterville, Maine; Ephrata, Pennsylvania; North Charleston, South Carolina; Pompano Beach and West Palm Beach, Florida; Kansas City, Missouri; Montebello, Carson and McClellan Park, California; Mesa, Arizona; Dallas and Weatherford, Texas; and Saltillo, Mexico.\nOur vehicles, parts and services are sold to commercial users, original equipment manufacturers (OEMs), dealers, individual end users, and municipalities and other governmental entities. Our diversification across several sectors provides numerous opportunities while reducing overall risk as the various markets we serve tend to have different cyclicality. We have an innovative team focused on building lasting relationships with our customers by designing and delivering market leading specialty vehicles, vehicle components, and services. Additionally, our business structure is agile and able to quickly respond to market needs, take advantage of strategic opportunities when they arise and correctly size and scale operations to ensure stability and growth. Our expansion of equipment upfit services in our Fleet Vehicles and Services segment, and the growing opportunities that we have capitalized on in last mile delivery as a result of the rapidly changing e-commerce market, are excellent examples of our ability to generate growth and profitability by quickly fulfilling customer needs.\nWe believe we can best carry out our long-term business plan and obtain optimal financial flexibility by using a combination of borrowings under our credit facilities, as well as internally or externally generated equity capital, as sources of expansion capital.\nRecent Developments\nOn January 30, 2020, the World Health Organization (\u201cWHO\u201d) announced a global health emergency because of a new strain of coronavirus (\u201cCOVID-19\u201d). On March 11, 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The pandemic has had a significant impact on macroeconomic conditions. To limit the spread of COVID-19, governments have taken various actions including the issuance of stay-at-home orders and social distancing guidelines. While the Company\u2019s plants continued to operate as essential businesses, starting March 23, 2020 certain of our manufacturing facilities were temporarily suspended or cut back on operating levels and shifts as a result of government orders. As of June 30, 2020, approximately 90% of our facilities were at full or modified production levels and as of September 30 and December 31, 2020, all of our facilities were at full or modified production levels. However, additional suspensions and cutbacks may occur as the imp", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 743238_2020.htm (CIK: 743238, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00990", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nOur Management\u2019s Discussion and Analysis contains not only statements that are historical facts, but also statements that are forward-looking. Forward-looking statements are, by their very nature, uncertain and risky. These risks and uncertainties include international, national and local general economic and market conditions; demographic changes and pandemics; our ability to sustain, manage, or forecast growth; our ability to successfully make and integrate acquisitions; raw material costs and availability; new product development and introduction; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; the loss of significant customers or suppliers; fluctuations and difficulty in forecasting operating results; changes in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; and other risks that might be detailed from time to time in our filings with the SEC.\nBecause forward-looking statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. The following discussion and analysis of financial condition and results of operations of the Company is based upon, and should be read in conjunction with, the audited consolidated financial statements and related notes elsewhere in this Annual Report on Form 10-K.\nPlan of Operation\nCool Technologies, Inc. and subsidiary, (\u201cthe Company\u201d or \u201cCool Technologies\u201d or \u201cCoolTech\u201d) was incorporated in the State of Nevada in July 2002. In April 2014, CoolTech formed Ultimate Power Truck, LLC (\u201cUltimate Power Truck\u201d or \u201cUPT\u201d), of which the Company owns 95% and a shareholder of Cool Technologies owns 5%. Cool Technologies was formerly known as Bibb Corporation, as Z3 Enterprises, and as HPEV, Inc. On August 20, 2015, the Company changed its name to Cool Technologies, Inc.\nThe Company\u2019s technologies are divided into two distinct but complementary categories: mobile power generation and heat dispersion technology.\nThe Company has developed a mobile power generation system (MG) that enables work trucks to generate electric power by running an in-chassis generator. The MG system can be retrofit onto new and existing American trucks. CoolTech intends to sell the mobile electric power system to government, commercial and fleet vehicle owners. Sales are expected to occur through the direct efforts of the Company, its sales agents and its joint venture partners. CoolTech may also license the MG system as well.\nThe markets targeted include consumer, agricultural, industrial, military and emergency responders, both in the U.S. and worldwide.\nCoolTech has also developed heat dispersion technologies based on proprietary composite heat structures and heat pipe architecture in various product platforms such as electric motors, pumps, turbines, bearings and vehicle components. In preparation, Cool Technologies filed for and received a trademark for Totally Enclosed Heat Pipe Cooled: TEHPC.\nWhen a generator is enhanced by CoolTech\u2019s patented thermal technologies, it should be able to output more power than any other generator of its size on the market. That\u2019s because third party testing has demonstrated that the cooling provided by the thermal technologies can help increase the efficiency of electric motors.\nFurthermore, management believes that the technologies will increase the lifespan as well as help meet regulatory emissions standards for electric motors and other heat producing equipment and components. The simplicity of the heat pipe architecture as well as the fact that it provides effective new applications for existing manufacturing processes should enhance the cost structure in several large industries inclu", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1399352_2020.htm (CIK: 1399352, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00991", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7.\nMANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nThe following discussion and analysis should be read in conjunction with the \u201cSelected Financial Data\u201d above and our accompanying consolidated financial statements and the notes thereto. See also \u201cCautionary Note Regarding Forward-Looking Statements\u201d preceding Part I.\nOverview\nStrategic Student & Senior Housing Trust, Inc. was formed on October 4, 2016 and commenced formal operations on June 28, 2017, as discussed below. We were formed under the MGCL for the purpose of engaging in the business of investing in student housing and senior housing properties and related real estate investments. We elected to be treated as a REIT under the Internal Revenue Code for federal income tax purposes beginning with our taxable year ended December 31, 2017.\nOn January 27, 2017, pursuant to a confidential private placement memorandum, we commenced a private offering of up to $100,000,000 in shares of our common stock (the \u201cPrimary Private Offering\u201d) and 1,000,000 shares of common stock pursuant to our distribution reinvestment plan (together with the Primary Private Offering, the \u201cPrivate Offering\u201d). The Private Offering required a minimum offering amount of $1,000,000, which we met on August 4, 2017. Our Private Offering terminated on March 15, 2018. We raised offering proceeds of approximately $93 million from the issuance of approximately 10.8 million shares pursuant to the Private Offering. Please see the Notes to the Consolidated Financial Statements contained elsewhere in this report for additional information. Upon the commencement of our Public Offering, discussed below, and the filing of the articles of amendment to our charter, all outstanding common stock was redesignated as Class A common stock.\nOn May 1, 2018, we commenced a public offering of a maximum of $1.0 billion in common shares for sale to the public (the \u201cPrimary Offering\u201d) and $95.0 million in common shares for sale pursuant to our distribution reinvestment plan (together with the Primary Offering, the \u201cPublic Offering,\u201d and collectively with the Private Offering, the \u201cOfferings\u201d), consisting of three classes of shares: Class A shares for $10.33 per share (up to $450 million in shares), Class T shares for $10.00 per share (up to $450 million in shares), and Class W shares for $9.40 per share (up to $100 million in shares).\nOn June 21, 2019, we suspended the sale of Class A shares, Class T shares, and Class W shares in the Primary Offering and filed a post-effective amendment to our Registration Statement to register two new classes of shares (Class Y common stock and Class Z common stock) with the SEC. On July 10, 2019, the amendment to our Registration Statement was declared effective by the SEC. Also on July 10, 2019, we filed articles supplementary to our charter which reclassified certain authorized and unissued shares of our common stock into Class Y shares and Class Z shares. Effective July 10, 2019, we began offering Class Y shares (up to $700 million in shares) and Class Z shares (up to $300 million in shares) in our Primary Offering at a price of $9.30 per share and are offering Class A shares, Class T shares, Class W shares, Class Y shares, and Class Z shares pursuant to our distribution reinvestment plan at a price of $9.30 per share.\nOn March 30, 2020, our board of directors approved the suspension of the Primary Offering based upon various factors, including the uncertainty relating to the novel coronavirus (\u201cCOVID-19\u201d) pandemic and its potential impact on us and our overall financial results. Our board of directors also approved the suspension of our share redemption program (see Note 8 - Commitments and Contingencies for additional detail) and the suspension of distributions to our stockholders.\nAs of December 31, 2020 we had sold approximately 362,000 Class A shares, approximately 70,000 Class T shares, approximately 83,000 Class W shares, approximately 1.1 mil", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, internal revenue. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00992", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nYou should carefully consider the following risk factors, in addition to the other information in this report on Form 10-K, including the section of this report titled \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d and our financial statements and related notes. If any of the events described in the following risk factors and the risks described elsewhere in this report on Form 10-K occurs, our business, operating results and financial condition could be seriously harmed. This report on Form 10-K also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of factors that are described below and elsewhere in this report.\nThe following is a summary of certain important factors that may make an investment in our company speculative or risky. You should carefully consider the full risk factor disclosure set forth in Item 1A of this Annual Report, in addition to the other information herein, including the section of this report titled \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d and our financial statements and related notes.\n\u25cf\nOur business has posted net operating losses, has a limited operating history, and needs additional capital to grow and finance its operations.\n\u25cf\nWe may require additional capital to continue as a going concern and to continue executing our business plan, which if not obtained could result in a need to curtail operations.\n\u25cf\nOur business is subject to significant competition.\n\u25cf\nWe are subject to risks associated with doing business globally.\n\u25cf\nWe need to manage growth in operations, and we may not be successful in implementing our growth strategy.\n\u25cf\nOur products incorporate intellectual property rights developed by us that may be difficult to protect or may be found to infringe on the rights of others.\n\u25cf\nWe may be forced to defend our intellectual property rights from infringement through expensive legal action.\n\u25cf\nWe face potential liability as a provider of a medical device. These risks may be heightened in the area of artificial reproduction.\n\u25cf\nWe may not be able to develop or continue our business if we fail to retain key personnel.\n\u25cf\nWe sell directly to Ferring in the U.S., and if we cease selling to Ferring it may be difficult and expensive to find a replacement.\n\u25cf\nThe coronavirus pandemic could have a significant negative impact on our business, revenues, financial condition and results of operations.\n\u25cf\nWe are subject to significant domestic and international governmental regulation.\n\u25cf\nThe FDA regulatory review process is expensive, time-consuming and uncertain, and the failure to obtain and maintain required regulatory clearances and approvals could prevent us from commercializing our products.\n\u25cf\nWe are subject to continuing regulation by the FDA, and failure to comply may materially harm our business.\n\u25cf\nOur products are generally subject to regulatory requirements in foreign countries in which we sell those products. We will be required to expend significant resources to obtain regulatory approvals or clearances of our products, and there may be delays and uncertainty in obtaining those approvals or clearances.\n\u25cf\nOur revenues and operating results could fluctuate significantly from quarter to quarter, which may cause our stock price to decline.\n\u25cf\nIf third-party payers do not provide adequate coverage and reimbursement for INVOcell and the INVO Procedure, we may be unable to generate significant revenues.\n\u25cf\nThe significant number of common shares registered for resale pursuant to the registration statement and common shares issuable upon conversion of outstanding notes could adversely affect the trading price of our common shares.\n\u25cf\nOur shares of common stock are thinly traded, and the price may not reflect our value; there can be no assurance that there will be an acti", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1417926_2020.htm (CIK: 1417926, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00993", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nOur operations and financial results are subject to various risks and uncertainties, including but not limited to those described below, which could harm our business, reputation, financial condition, and operating results. The following is a description of what we consider the key challenges and material risks to our business and an investment in our Class A common stock.\nRisks Related to Our Business and Industry\nWe have experienced rapid growth, both domestically and internationally, and expect continued future growth, including growth from additional acquisitions. If we fail to manage our growth effectively, we may be unable to execute our business plan, maintain high levels of service or address competitive challenges adequately. Furthermore, our corporate culture has contributed to our success, and if we cannot maintain this culture as we grow, we could lose the innovation, creativity, and teamwork fostered by our culture, and our business may be materially and adversely affected.\nWe intend to continue to grow our business. Our success will depend, in part, on our ability to manage this growth, both domestically and internationally. Any growth in, or expansion of, our business is likely to continue to place a strain on our management and administrative resources, infrastructure and systems. As with other growing businesses, we expect that we will need to further refine and expand our business development capabilities, our systems and processes and our access to financing sources. We will also need to hire, train, supervise, and manage new employees. These processes are time consuming and expensive and will increase management responsibilities and divert management attention. We cannot assure that we will be able to:\n\u2022expand our product offerings effectively or efficiently or in a timely manner, if at all;\n\u2022allocate our human resources optimally;\n\u2022meet our capital needs;\n\u2022identify and hire qualified employees or retain valued employees;\n\u2022effectively incorporate the components of any business or product line that we may acquire in our effort to achieve growth; or\n\u2022continue to grow our business.\nOur inability or failure to manage our growth and expansion effectively could harm our business and materially adversely affect our operating results and financial condition. In addition, we believe that an important contributor to our success has been and will continue to be our corporate culture, which we believe fosters innovation, teamwork and a passion for our products and customers. As a result of our rapid growth, we may find it difficult to build and maintain our strong corporate culture, which could limit our ability to innovate and operate effectively. Any failure to preserve our culture could also negatively affect our ability to retain current and recruit new personnel, continue to perform at current levels or execute on our business strategy.\nThe market for vaporizer products and related items is a niche market, subject to a great deal of uncertainty and is still evolving.\nVaporizer products comprise a significant portion of our product portfolio. Many of these products have only recently been introduced to the market and are at an early stage of development. These products represent core components of a niche market that is evolving rapidly, is characterized by a number of market participants and is subject to regulatory oversight and a potentially fluctuating regulatory framework. Rapid growth in the use of, and interest in, vaporizer products is recent, and may not continue on a lasting basis. The demand and market acceptance for these products is subject to a high level of uncertainty, including, but not limited to, changes in governmental regulation, developments in product technology, perceived safety and efficacy of our products, perceived advantages of competing products and sale and use of materials that can be vaporized, including in the expanding legal state cannabis markets. For example", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1743745_2020.htm (CIK: 1743745, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00994", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nOld Second Bancorp, Inc. and Subsidiaries\nConsolidated Balance Sheets\nDecember 31, 2020 and 2019\n(In thousands, except per share data)\nSee accompanying notes to consolidated financial statements.\nOld Second Bancorp, Inc. and Subsidiaries\nConsolidated Statements of Income\nYears Ended December 31, 2020, 2019 and 2018\n(In thousands, except per share data)\nSee accompanying notes to consolidated financial statements.\nOld Second Bancorp, Inc. and Subsidiaries\nConsolidated Statements of Comprehensive Income\nYears Ended December 31, 2020, 2019 and 2018\n(In thousands)\nSee accompanying notes to consolidated financial statements.\nOld Second Bancorp, Inc. and Subsidiaries\nConsolidated Statements of Cash Flows\nYears Ended December 31, 2020, 2019 and 2018\n(In thousands)\nOld Second Bancorp, Inc. and Subsidiaries\nConsolidated Statements of Cash Flows - Continued\nYears Ended December 31, 2020, 2019 and 2018\nSee accompanying notes to consolidated financial statements.\nOld Second Bancorp, Inc. and Subsidiaries\nConsolidated Statements of Changes in Stockholders\u2019 Equity\nYears Ended December 31, 2020, 2019 and 2018\n(In thousands)\nSee accompanying notes to consolidated financial statements.\nOld Second Bancorp, Inc. and Subsidiaries\nNotes to Consolidated Financial Statements\nDecember 31, 2020, 2019 and 2018\n(Table amounts in thousands, except per share data)\nNote 1: Summary of Significant Accounting Policies\nNature of Operations - Old Second Bancorp, Inc. (the \u201cCompany\u201d) is a corporation organized under the laws of the State of Delaware in 1981 that serves as the bank holding company for its wholly-owned subsidiary bank, Old Second National Bank. Old Second National Bank (the \u201cBank\u201d) is a national banking association headquartered in Aurora, Illinois, that operates through 29 banking centers located in Cook, DeKalb, DuPage, Kane, Kendall, LaSalle and Will counties in Illinois. The Bank is a full-service banking business, offering a broad range of deposit products, trust and wealth management services, and lending services, including commercial, residential and consumer loans. We also offer a full complement of electronic banking services, such as online and mobile banking and corporate cash management products.\nThe consolidated financial statements of the Company include the financial statements of the Bank and its wholly-owned subsidiaries, River Street Advisors, LLC, an investment advisory/management service company, Old Second Affordable Housing Fund, L.L.C., which provides down payment assistance for home ownership to qualified individuals, and Station I, LLC, which holds property acquired by the Bank through foreclosure or in the ordinary course of collecting a debt previously contracted with borrowers. The Company uses the accrual basis of accounting for financial reporting purposes. Certain amounts in prior year financial statements have been reclassified to conform to the 2020 presentation.\nUse of Estimates - The preparation of consolidated financial statements in conformity with generally accepted accounting principles (\u201cGAAP\u201d) and following general practices within the banking industry requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Although these estimates and assumptions are based on the best available information, actual results could differ from those estimates.\nPrinciples of Consolidation - The accompanying consolidated financial statements include the accounts and results of operations of the Company and its subsidiaries after elimination of all significant intercompany accounts and transactions. Assets held in a fiduciary or agency capacity are not assets of the Company or its subsidiaries and are not included in the consolidated financial statements.\nSegment Reporting -The Company has one operating segment, which is community banking. While our management monitors the revenue str", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 357173_2020.htm (CIK: 357173, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00995", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation.\nThe information required by this Item is incorporated herein by reference to the captions \u201cCompensation Discussion and Analysis,\u201d \u201cDirector Compensation,\u201d \u201cExecutive Compensation Tables,\u201d \u201cCompensation Committee Interlocks and Insider Participation,\u201d and \u201cCompensation Committee Report\u201d in the Company\u2019s Proxy Statement, which are incorporated herein by reference.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 711772_2020.htm (CIK: 711772, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00996", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nThe following summary compensation tables set forth information concerning the annual and long-term compensation for services in all capacities to the Company for the year ended September 30, 2020 of those persons who were, at September 30, 2020 (i) the Chief Executive Officer (Steven Osterberg), (ii) the Chief Financial Officer (Ted R. Sharp), and (iii) any other highly compensated executive officers of the Company, whose annual base salary and bonus compensation was in excess of $100,000:\nExecutive Compensation Agreements\nCompensation agreements for executives are on terms normal to the industry in which we operate. Each agreement is publicly available by inquiring on the Company\u2019s filings as described in the Exhibits of Item 15, Part IV of this document.\nRetirement, Resignation or Termination Plans\nWe sponsor no plan, whether written or verbal, that would provide compensation or benefits of any type to an executive upon retirement, or any plan that would provide payment for retirement, resignation, or termination as a result of a change in control of our Company or as a result of a change in the responsibilities of an executive following a change in control of our Company. Specific executive employment agreements described above do, however, provide that if the executive\u2019s employment is terminated by the Company without Cause or by the executive for Good Reason, as such terms are defined in their respective employment agreements, the executive will be entitled to receive payments as set forth in the above discussions, which payments are greater in each case in the event that such termination or resignation is in relation to a change in control transaction.\nOutstanding Equity Awards At Fiscal Year-End\nThe following table sets forth the stock options granted to our named executive officers, as of September 30, 2020. No stock appreciation rights have been awarded.\nName\nNumber of Securities\nUnderlying Unexercised\nOptions (#) Exercisable(1)\nOption\nExercise\nPrice ($)\nOption\nExpiration\nDate\nSteven Osterberg\n250,000\n500,000\n456,522\n$0.40\n$0.17\n$0.08\n7/6/2021\n2/2/2023\n10/29/2024\nDonald McDowell\n100,000\n456,522\n$0.10\n$0.08\n06/21/2023\n10/29/2024\nTed R. Sharp\n100,000\n152,173\n$0.10\n$0.08\n1/17/2024\n10/29/2024\nDirectors\nThe following table sets forth the compensation granted to our directors during the fiscal year ended September 30, 2020. Compensation to Directors that are also executive officers is detailed above and is not included on this table.\nCompensation of Directors\nDirectors that were also executive officers received no monetary compensation for serving as a Director. Non-executive directors are granted non-qualified stock options as compensation. Such stock option awards are determined at the sole discretion of the Company\u2019s Compensation Committee.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1288750_2020.htm (CIK: 1288750, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00997", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data\nThe following selected financial data reflects the results of operations and balance sheet data as of and for the years ended December 31, 2016 to 2020. The following acquired companies are reflected in our results of operations for all periods subsequent to the noted acquisition dates:\n\u2022In April 2017, we completed the acquisition of NES Rentals Holdings II, Inc. (\u201cNES\u201d). NES had annual revenues of approximately $369;\n\u2022In October 2017, we completed the acquisition of Neff Corporation (\"Neff\"). Neff had annual revenues of approximately $413;\n\u2022In July 2018, we completed the acquisition of BakerCorp International Holdings, Inc. (\u201cBakerCorp\u201d). BakerCorp had annual revenues of approximately $295; and\n\u2022In October 2018, we completed the acquisition of Vander Holding Corporation and its subsidiaries (\u201cBlueLine\u201d). BlueLine had annual revenues of approximately $786.\nThe data below should be read in conjunction with, and is qualified by reference to, our Management\u2019s Discussion and Analysis and our consolidated financial statements and notes thereto contained elsewhere in this report.\n(1)As discussed in more detail throughout \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d, the 2020 decline in revenue includes the impact of the novel coronavirus (\u201cCOVID-19\u201d), which resulted in volume declines in response to shelter-in-place orders and other market restrictions.\n(2)2017 includes the significant impact of the enactment of the Tax Cuts and Jobs Act (the \"Tax Act\"). The enactment of the Tax Act resulted in an estimated net income increase for the year ended December 31, 2017 of $689, or $8.05 per diluted share, primarily due to a one-time revaluation of our net deferred tax liability based on a U.S. federal tax rate of 21 percent, which was partially offset by the impact of a one-time transition tax on our unremitted foreign earnings and profits, which we elected to pay over an eight-year period. The Tax Act reduced the U.S. federal statutory tax rate from 35 percent to 21 percent, and years subsequent to 2017 reflect the lower tax rate.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: deferred tax, tax rate, tax liability. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00998", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data.\nReport of Independent Registered Public Accounting Firm\nTo the shareholders and the Board of Directors of NewAge, Inc. (formerly New Age Beverages Corporation)\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheets of NewAge, Inc. (formerly New Age Beverages Corporation) and subsidiaries (the \u201cCompany\u201d) as of December 31, 2020 and 2019, the related consolidated statements of operations and comprehensive loss, stockholders\u2019 equity, and cash flows, for each of the two years in the period ended December 31, 2020, and the related notes and the schedule listed in the Index at Item 8 (collectively referred to as the \u201cfinancial statements\u201d). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.\nWe have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company\u2019s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 18, 2021, expressed an adverse opinion on the Company\u2019s internal control over financial reporting.\nBasis for Opinion\nThese financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\nCritical Audit Matter\nThe critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.\nBusiness Combinations - Refer to Note 4 to the financial statements\nCritical Audit Matter Description\nThe Company completed the acquisition of Ariix, LLC (Ariix) for $155.1 million on November 16, 2020. The Company accounted for the acquisition under the acquisition method of accounting for business combinations. Accordingly, the purchase price was allocated to the ass", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1579823_2020.htm (CIK: 1579823, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_00999", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nCompensation Discussion and Analysis\nThis section discusses the material components of the executive compensation program for our executive officers who are named in the \"Summary Compensation Table\" below. In 2020, our \"named executive officers\", and their positions were as follows:\n\u2022 Anthony Hsieh, Chairman and Chief Executive Officer;\n\u2022 Patrick Flanagan, Chief Financial Officer;\n\u2022 Jeff Walsh, Senior Executive Vice President, Chief Revenue Officer; and\n\u2022 Jeff DerGurahian, Executive Vice President, Capital Markets.\nElements of Compensation\nOur current executive compensation program, which was set by our board of directors, consists of the following components:\n\u2022 base salary;\n\u2022 annual cash incentive awards linked to our overall performance;\n\u2022 periodic grants of long-term equity-based compensation;\n\u2022 other executive benefits and perquisites; and\n\u2022 employment agreements and offer letters, which contain termination benefits.\nWe combine these elements in order to formulate compensation packages that provide competitive pay, reward the achievement of financial, operational and strategic objectives and align the interests of our executive officers and other senior personnel with those of our stockholders.\nBase Salary\nThe primary component of compensation of our executive officers has historically been base salary. The base salary established for each of our executive officers is intended to reflect each individual\u2019s responsibilities, experience, prior performance and other discretionary factors deemed relevant by our Chief Executive Officer and board of directors. Base salary is also designed to provide our executive officers with steady cash flow during the course of the fiscal year that is not contingent on short-term variations in our corporate performance. Our Chief Executive Officer and board of directors determine market level compensation for base salaries based on our executives\u2019 experience in the industry with reference to the base salaries of similarly situated executives in other companies of similar size and stage of development operating in our industry. This determination is informal and based primarily on the general knowledge of our Chief Executive Officer and board of directors practices within our industry and such base salaries have been periodically reviewed and adjusted by our Chief Executive Officer and board of directors. The base salaries paid to our named executive officers in fiscal year 2020 are set forth in the section \u201cSummary Compensation Table\u201d below.\nOn April 22, 2018, Mr. Hsieh voluntarily reduced his base salary for an indefinite period due to the Company\u2019s performance. On March 28, 2020, Mr. Hsieh\u2019s base salary reduction was reversed and his base salary was increased to $500,000.\nAnnual Cash Bonus\nHistorically, we have incentivized our executive officers, including our named executive officers, with annual cash bonuses that are intended to reward the achievement of corporate and individual performance objectives. Our board of directors has determined the target bonus opportunity for each named executive officer in consultation with the Chief Executive Officer.\nIn fiscal year 2020, our board of directors established the target percentage amounts for the cash bonuses for each of our named executive officers. For fiscal year 2020, Messrs. Hsieh, Flanagan, Walsh, and DerGurahian were eligible to receive\nannual target cash bonuses of 100%, 200%, 400% and 100%, respectively, of their fiscal year 2020 base salaries, which resulted in bonuses of $7,500,000 for Mr. Hsieh, $2,400,000 for Mr. Flanagan, $6,000,000 for Mr. Walsh, and $2,400,000 for Mr. DerGurahian. These bonuses were paid in the first quarter of 2021.\nWe also provided a special one-time discretionary bonus to our named executive officers in fiscal year 2020. For additional information, please see footnote (1) of the section captioned \u201cSummary Compensation Table\u201d below.\nHistorical Long-Term Equity-Based Compensatio", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1831631_2020.htm (CIK: 1831631, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01000", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Consolidated Financial Statements and Supplementary Data.\nPage\nIndex to Consolidated Financial Statements\nReports of Independent Registered Public Accounting Firm\nConsolidated Balance Sheets as of December 31, 2020 and 2019\nConsolidated Statements of Operations for the years ended December 31, 2020, 2019 and 2018\nConsolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2020, 2019 and 2018\nConsolidated Statements of Stockholders\u2019 Equity for the years ended December 31, 2020, 2019 and 2018\nConsolidated Statements of Cash Flows for the years ended December 31, 2020, 2019 and 2018\nNotes to Consolidated Financial Statements\nReport of Independent Registered Public Accounting Firm\nTo the Shareholders and the Board of Directors of Lumber Liquidators Holdings, Inc.\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheets of Lumber Liquidators Holdings, Inc. (the Company) as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive income (loss), stockholders\u2019 equity and cash flows for each of the three years in the period ended December 31, 2020, and the related notes and Financial Statement Schedule listed in the Index at Item 15(a) (collectively referred to as the \u201cconsolidated financial statements\u201d). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with U.S. generally accepted accounting principles.\nWe also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated March 1, 2021 expressed an unqualified opinion thereon.\nBasis for Opinion\nThese financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company\u2019s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\nCritical Audit Matters\nThe critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whol", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1396033_2020.htm (CIK: 1396033, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01001", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nThe information required by this item is incorporated by reference to our Definitive Proxy Statement for our 2021 Annual Meeting of Stockholders. The Definitive Proxy Statement will be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1484565_2020.htm (CIK: 1484565, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01002", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data.\nThe financial statements together with the report of our independent registered public accounting firm, required to be filed pursuant to this Item 8 are appended to this Annual Report on Form 10-K. An index of those consolidated financial statements is found in Item 15 of this Annual Report on Form 10-K.\nItem 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1691430_2020.htm (CIK: 1691430, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01003", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. Executive Compensation\nThe information required by Item 11 will be contained in, and is hereby incorporated by reference to, the 2021 Proxy Statement.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1434621_2020.htm (CIK: 1434621, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01004", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation.\nSummary Compensation Table for Fiscal Years 2020 and 2019\nThe following table sets forth all plan and non-plan compensation for the last two completed fiscal years paid to all individuals who served as the Company\u2019s principal executive officer or acted in a similar capacity and the Company\u2019s two other most highly compensated executive officers who were serving as executive officers at the end of the last completed fiscal year, as required by Item 402(m)(2) of Regulation S-K of the Securities Act. We refer to all of these individuals collectively as our \u201cnamed executive officers.\u201d\n(1) Mr. Pereira resigned as an officer of the Company effective September 13, 2019.\n(2) Mr. Miceli was appointed President and Chief Executive Officer of the Company upon Mr. Pereira\u2019s resignation.\n(3) Mr. Orlando resigned as an executive officer of the Company effective September 10, 2019.\n(4) Mr. Washington became an employee of the Company effective January 1, 2018 and he resigned as an officer of the Company effective May 31, 2019.\n(5) The 2018 stock awards for Mr. Pereira, Mr. Miceli and Mr. Orlando vest over a three (3) year period from the date of grant. The 2019 stock awards for Mr. Pereira and Mr. Miceli vest over a two (2) year period from the date of grant. The unvested portion of the 2018 and 2019 stock awards for Mr. Pereira and Mr. Orlando were forfeited effective with their respective departure dates.\n(6) Other compensation includes primarily employer-paid health insurance.\nEmployment Agreements\nOn January 8, 2021, we entered into an employment agreement (the \u201cEmployment Agreement\u201d) with Vincent S. Miceli, our Chief Executive Officer and Chief Financial Officer, which became effective as of January 1, 2021 and continues through and until December 31, 2021 (the \u201cInitial Term\u201d). After the Initial Term, if Mr. Miceli has achieved the objectives for 2021 as reasonably set by the Board and Mr. Miceli, the term of the Employment Agreement automatically renews for an additional term through December 31, 2022, and any number of additional periods, upon terms mutually agreed to by us and Mr. Miceli (each a \u201cRenewal Term\u201d).\nPursuant to the Employment Agreement, Mr. Miceli will continue to receive an annual base salary of $365,000, and in the event that the employment term is extended for any Renewal Term(s), Mr. Miceli is eligible to receive a cash bonus in an amount and on such terms as determined by the Board in its sole discretion. The Employment Agreement also provides that Mr. Miceli will receive a grant of 400,000 shares of Common Stock under our 2013 Long-Term Stock Incentive Plan (\u201cLTIP\u201d) or our 2017 Stock Incentive Plan (\u201c2017 SIP\u201d).\nThe Employment Agreement contains standard terms relating to termination of employment for cause, good reason, as well as standard provisions relating to Mr. Miceli\u2019s rights receive unpaid salary through the date of termination, unpaid expenses, and accrued but unused vacation time in accordance with Company policy and all other payment, benefits or fringe benefits to which Mr. Miceli shall be entitled under the terms of any applicable compensation arrangement or benefit, equity or fringe benefit plan program or grant in the Employment Agreement.\nA brief description of the LTIP and the 2017 SIP is contained in Note 10 of the Notes to the Consolidated Financial Statements.\nOutstanding Equity Awards at 2020 Fiscal Year End\nThe following table provides information relating to the vested and unvested option and stock awards held by our named executive officers as of December 31, 2020. Each award to each named executive officer is shown separately, with a footnote describing the award\u2019s vesting schedule.\n(1) Effective September 13, 2019, Mr. Pereira resigned as Chief Executive Officer and a director of the Company. Mr. Pereira\u2019s unvested shares as of September 13, 2019 were forfeited upon his resignation.\n(2) The unvested stock awards will vest ratably in 2021 and 2022.\n(3) Effect", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1566826_2020.htm (CIK: 1566826, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01005", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation.\nThe table below summarizes all compensation awarded to, earned by, or paid to our executive officers and directors for all services rendered in all capacities to us since the beginning of their appointment until the date of the offering statement to which this offering circular relates. We do not have a compensation committee and compensation for our directors and officers is determined by our board of directors.\n(1) Ray Anam resigned as an officer and director of the Company on April 10, 2020\nEmployment Agreements\nThe Company doesn\u2019t have any agreements with its officers or directors.\nCompensation of Directors\nOur board of directors has not received any compensation to date.\nOutstanding Awards at Fiscal Year End\nThe Company had no unexercised options, restricted stock that has not vested, or equity incentive plans as of April 30, 2020.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1437476_2020.htm (CIK: 1437476, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01006", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nYou should carefully consider the risks described below, as well as the other cautionary statements and risks described elsewhere and the other information contained in this Report and in our other filings with the SEC, including subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. We operate in a rapidly changing environment that involves a number of risks. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our business operations. If any of these known or unknown risks actually occur, our business, financial condition or results of operations could be materially and adversely affected, in which case the trading price of our common stock may decline and you may lose all or part of your investment.\nRisks Related to Our Business\nThe extent to which the COVID-19 pandemic and measures taken in response thereto could adversely affect our financial condition, future bookings, and results of operations will depend on future developments, which are highly uncertain and are difficult to predict. The COVID-19 global pandemic and efforts to control its spread have significantly curtailed the movement of people, goods and services in the United States and worldwide. The impact of the outbreak has been rapidly evolving in the United States and other countries, including India where we have significant operations, and has led to the implementation of various responses, including government-imposed quarantines, travel restrictions, business and school closures, government-imposed postponements of non-life threatening medical procedures, and other public health safety measures. We have modified our business practices accordingly (for example, restricting employee travel, moving the vast majority of our employees to remote working, cancelling and postponing meetings, events, and conferences, and so forth). There is no certainty that such measures will be sufficient to mitigate the risks posed by the virus, and our ability to perform critical functions could be harmed.\nThe magnitude and duration of the disruption and decline in business activity due to COVID-19 is uncertain. We may experience a negative financial impact due to a number of factors, including without limitation:\n\u2022\nA general decline in business activity including the impact of our clients\u2019 office closures;\n\u2022\nA disproportionate impact on the healthcare groups and other healthcare professionals with whom we contract;\n\u2022\nFinancial pressures on our clients, which may in turn result in their deferment of purchase decisions, or a delay in collections or non-payment;\n\u2022\nDeclines in new business bookings as our clients reduce or delay purchasing decisions;\n\u2022\nExtensions of the length of sales and implementation cycles;\n\u2022\nDisruptions to our supply chains and our third-party vendors, partners, and suppliers\n\u2022\nDifficulty accessing the capital and credit markets on favorable terms, or at all, and a severe disruption and instability in the global financial markets, or deteriorations in credit and financing conditions which could affect our access to capital necessary to fund business operations and address maturing liabilities on a timely basis;\n\u2022\nThe potential negative impact on the health or productivity of employees, especially if a significant number of them are impacted;\n\u2022\nDisruptions and expense due to employee terminations;\n\u2022\nA deterioration in our ability to ensure business continuity during a disruption;\n\u2022\nSocial, economic, and labor instability in India where we have significant operations.\nThe extent to which the COVID-19 pandemic will impact our financial condition and results of operations will depend on future developments, which are highly uncertain and difficult to predict, including but not limited to the duration and spread of the pandemic, its severity, the actions to contain the virus or treat its", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 708818_2020.htm (CIK: 708818, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01007", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nMICHAEL GILLESPIE & ASSOCIATES, PLLC\nCERTIFIED PUBLIC ACCOUNTANTS\n10544 ALTON AVE NE\nSEATTLE, WA 98125\n206.353.5736\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nTo the Board of Directors & Stockholders\u2019\nAltair International Corp.\nOpinion on the Financial Statements\nWe have audited the accompanying balance sheets of Altair International Corp. as of March 31, 2020 and 2019 and the related statements of operations, changes in stockholder\u2019s deficit, cash flows, and the related notes (collectively referred to as \u201cfinancial statements\u201d) for the periods then ended. In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2020 and 2019 and the results of its operations and its cash flows for the periods then ended, in conformity with accounting principles generally accepted in the United States of America.\nGoing Concern\nThe accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note #2 to the financial statements, although the Company has limited operations it has yet to attain profitability. This raises substantial doubt about its ability to continue as a going concern. Management\u2019s plan in regard to these matters is also described in Note #2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.\nBasis for Opinion\nThese financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company\u2019s internal control over financial reporting. Accordingly, we express no such opinion.\nOur audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.\n/S/ MICHAEL GILLESPIE & ASSOCIATES, PLLC\nWe have served as the Company\u2019s auditor since 2017.\nSeattle, Washington\nJune 1, 2020\nALTAIR INTERNATIONAL CORP.\nNOTES TO THE FINANCIAL STATEMENTS\nMARCH 31, 2020 and MARCH 31, 2019\nAUDITED\nNOTE 1 - ORGANIZATION AND BUSINESS OPERATIONS\nOrganization and Description of Business\nALTAIR INTERNATIONAL CORP. (the \u201cCompany\u201d) was incorporated under the laws of the State of Nevada on December 20, 2012. The Company\u2019s physical address is 6501 E Greenway Pkwy #103-412, Scottsdale, AZ 85254. The Company is in the development stage as defined under Financial Accounting Standards Board (\u201cFASB\u201d) Accounting Standards Codification (\u201cASC\u201d) 915-205 \"Development-Stage Entities.\u201d\nThe Company is curre", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1570937_2020.htm (CIK: 1570937, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01008", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data.\nPage\nReport of Independent Registered Public Accounting Firm\nStatement of Consolidated Operations and Comprehensive Loss\nConsolidated Balance Sheet\nStatement of Consolidated Cash Flows\nStatement of Changes in Consolidated Stockholders\u2019 Equity\nNotes to the Consolidated Financial Statements\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nTo the Stockholders and Board of Directors\nof The ExOne Company\nOpinion on the Consolidated Financial Statements\nWe have audited the accompanying consolidated balance sheets of The ExOne Company and Subsidiaries (collectively, the \u201cCompany\u201d) as of December 31, 2020 and\u20022019, and the related consolidated statements of operations and comprehensive loss, changes in stockholders\u2019 equity, and cash flows for each of the years in the two-year period ended December 31, 2020, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2020 and 2019, and the results of its consolidated operations and its cash flows for each of the years in the two-year period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.\nBasis for Opinion\nThese consolidated financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company\u2019s internal control over financial reporting. Accordingly, we express no such opinion.\nOur audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\nCritical Audit Matter\nThe critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgements. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.\nRevenue from Contracts with Customers - 3D Printing Machines\nCritical Audit Matter Description\nAs di", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1561627_2020.htm (CIK: 1561627, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01009", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nCompensation Discussion and Analysis\nNone of our officers or directors has received any cash compensation for services rendered to us. Except as described below, to date, no compensation of any kind, including any finder\u2019s fee, reimbursement, consulting fee or monies in respect of any payment of a loan, will be paid by us to our officers and directors, or, other than as described herein, to the sponsor or any affiliate of the sponsor or officers, prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is). In October and November 2020, the sponsor transferred 20,000 founder shares to each of Mr. Sharp and Mr. Hochberg, respectively, our independent directors. In addition, on November 13, 2020, we began paying an amount equal to $10,000 per month to the sponsor for office space, administrative and shared personnel support services. In addition, our officers and directors will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to the sponsor and officers or directors, or our or their affiliates. Any such payments prior to an initial business combination will be made using funds held outside the trust account. Other than quarterly audit committee review of such payments, we do not expect to have any additional controls in place governing our reimbursement payments to our directors and officers for their out-of-pocket expenses incurred in connection with identifying and consummating an initial business combination. We have engaged CF&Co. as a financial advisor and placement agent in connection with the AEye Business Combination and have agreed to pay CF&Co. a customary financial advisory fee in an amount that constitutes a market standard financial advisory fee for comparable transactions. In the event the AEye Business Combination is not consummated, we may engage CF&Co., or another affiliate of the sponsor, as a financial advisor in connection with any other initial business combination and pay such affiliate a customary financial advisory fee in an amount that constitutes a market standard financial advisory fee for comparable transactions. Furthermore, we may acquire a target company that has engaged CF&Co., or another affiliate of the sponsor, as a financial advisor, and such target company may pay such affiliate a financial advisory fee in connection with our initial business combination.\nAfter the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to stockholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our stockholders in connection with a proposed initial business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed initial business combination, because the directors of the post-combination business will be responsible for determining officer and director compensation. Any compensation to be paid to our officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors.\nWe do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, althou", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1818644_2020.htm (CIK: 1818644, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01010", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nThe following is a discussion of our consolidated financial condition, results of operations, liquidity and capital resources. This discussion should be read in conjunction with our Consolidated Financial Statements and the Notes thereto. See \u201cFinancial Statements and Supplementary Data\u201d in Item 8.\nGeneral\nWe are an independent energy company primarily engaged in the acquisition, exploration, exploitation, development and production of oil and gas in the United States. Historically, we have grown through the acquisition and subsequent development and exploitation of producing properties, principally through the redevelopment of old fields utilizing new technologies such as modern log analysis and reservoir modeling techniques as well as 3-D seismic surveys and horizontal drilling. As a result of these activities, we believe that we have a number of development opportunities on our properties. In addition, we intend to expand upon our development activities with complementary acreage acquisitions in our core areas of operation. Success in our development and exploration activities is critical in the maintenance and growth of our current production levels and associated reserves.\nOur financial results depend upon many factors which significantly affect our results of operations including the following:\n\u2022\ncommodity prices and the effectiveness of our hedging arrangements;\n\u2022\nthe level of total sales volumes of oil and gas;\n\u2022\nthe availability of and our ability to raise additional capital resources and provide liquidity to meet cash flow needs;\n\u2022\nthe level of and interest rates on borrowings; and\n\u2022\nthe level and success of exploration and development activity.\nCommodity Prices and Hedging Arrangements. The results of our operations are highly dependent upon the prices received for our oil and gas production. The prices we receive for our production are dependent upon spot market prices, differentials and the effectiveness of our derivative contracts, which we sometimes refer to as hedging arrangements. Substantially all of our sales of oil and gas are made in the spot market, or pursuant to contracts based on spot market prices, and not pursuant to long-term, fixed-price contracts. Accordingly, the prices received for our oil and gas production are dependent upon numerous factors beyond our control. Significant declines in prices for oil and gas could have a material adverse effect on our financial condition, results of operations, cash flows and quantities of reserves recoverable on an economic basis.\nOil and gas prices have been volatile, and this volatility is expected to continue. As a result of the many uncertainties associated with the world political environment, worldwide supplies of oil, NGL and gas, the availability of other worldwide energy supplies and the relative competitive relationships of various energy sources in the view of consumers, we are unable to predict what changes may occur in oil, NGL, and gas prices in the future. The market price of oil, NGL and gas in 2021 will impact the amount of cash generated from operating activities, which will in turn impact our financial position. As of April 30, 2021, the NYMEX oil and gas price was $63.58 per Bbl of oil and $2.93 per Mcf of gas, respectively.\nDuring 2020, the NYMEX future price for oil averaged $39.57 per barrel as compared to $57.05 per barrel in 2019 and the NYMEX future spot price for gas averaged $2.13 per Mcf compared to $2.53 per Mcf in 2019. Prices closed on December 31, 2020 at $48.52 per Bbl of oil and $2.13 per Mcf of gas. If commodity prices decline from these levels, our revenue and cash flows from operations will also likely decline. In addition, lower commodity prices could also reduce the amount of oil and gas that we can produce economically. If oil and gas prices decline, our revenues, profitability and cash flows from operations will also likely de", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 867665_2020.htm (CIK: 867665, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01011", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data.\nPlease see the financial statements beginning on page located in this Annual Report on Form 10-K and incorporated herein by reference.\nItem 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1832487_2020.htm (CIK: 1832487, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01012", "source": "edgar", "source_license": "public_domain", "text": "Item 6.SELECTED FINANCIAL DATA.\n(amounts in millions, except per share amounts)\nThe following selected financial data for the years ended December 31, 2020, 2019 and 2018 and as of December 31, 2020 and 2019 is derived from, and should be read in conjunction with, the Consolidated Financial Statements, including the notes thereto, and \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d included elsewhere in this Annual Report on Form 10-K. The selected financial data for the years ended December 31, 2017 and 2016 and as of December 31, 2018, 2017, and 2016 are derived from our audited financial statements not included in this Annual Report on Form 10-K.\nIn addition to the following notes, see \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d and the Consolidated Financial Statements and accompanying notes and previously filed Annual Reports on Form 10-K for further information regarding our consolidated results of operations and financial position for periods reported therein.\n(1) In 2017, we committed to an operational plan to re-align the global organization with its refocused corporate strategy. As a result of this re-alignment, in 2017, we recorded additional asset related charges of $152.1 associated with the planned closure of the Alexion Rhode Island Manufacturing Facility to cost of sales (the facility was subsequently sold in 2018). These charges primarily relate to accelerated depreciation and the impairment of manufacturing assets. Additionally, the re-alignment in 2017 resulted in restructuring expenses of $104.6, primarily related to employee separation costs.\n(2) In the second quarter 2018, we completed the acquisition of Wilson Therapeutics AB (publ). We acquired in-process research and development related to WTX101, an early Phase III asset in development for the treatment of Wilson Disease. Due to the stage of development of this asset, the value of this asset of $803.7 was expensed during 2018. In the fourth quarter of 2018 we completed the acquisition of Syntimmune, Inc. We acquired in-process research and development related to SYNT001, which was in Phase 1b/2a trials and in development for the treatment of Immunoglobulin G and IgG-mediated autoimmune diseases. Due to the stage of development of this asset, the value of this asset of $379.3 was expensed during 2018. In connection with the agreement of the final working capital adjustment for the Syntimmune acquisition, we recognized a benefit of $4.1 associated with previously acquired in-process research and development in the second quarter 2019.\n(3) In 2020, we recorded $117.6 of acquisition-related costs primarily in connection with our Achillion and Portola acquisitions.\n(4) In the second quarter 2020, we recognized impairment charges of $2,053.3, primarily related to our KANUMA intangible asset. The KANUMA impairment charge resulted in a decrease in amortization of purchased intangible assets during 2020. The recognized impairment charges resulted in a deferred tax benefit of $379.8. Please refer to Note 4, Intangible Assets & Goodwill for additional information.\n(5) In 2020, 2019 and 2018, we recorded gains of $76.5, $59.7 and $43.0, respectively, on our strategic equity investments.\n(6) In 2019, we amended the terms of our agreement with Caelum Biosciences which resulted in the recognition of a $32.0 gain. In 2020, in connection with entering into the Merger Agreement with AstraZeneca, we determined that the fair value of our option to acquire the remaining equity of Caelum decreased as a result of a change to the expected option exercise date. This resulted in a $49.0 impairment charge.\n(7) In 2019, we recognized a net tax benefit of $115.8 attributable to the integration of intellectual property of Wilson Therapeutics into the Alexion corporate structure, a $17.0 tax benefit attributable to the completion of a comprehensive analysis of our prior year estimate related to our ", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: deferred tax, tax benefit. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01013", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nPursuant to Item 305(e) of Regulation S-K (\u00a7 229.305(e)), the Company is not required to provide the information required by this Item as it is a \u201csmaller reporting company,\u201d as defined by Rule 229.10(f)(1).\nITEM 8", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1365357_2020.htm (CIK: 1365357, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01014", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\n(a) Results include pre-tax charges of $419, $323 after tax, related to the 2018 Global Restructuring Program, acquisition-related costs of $32, $27 after tax, associated with the acquisition of Softex Indonesia, and business tax credits of $77, $51 after tax, related to the resolution of certain Brazil tax matters. See Item 8, Notes 1, 2 and 3 to the consolidated financial statements for details.\n(b) Results include pre-tax charges of $366, $248 after tax, related to the 2018 Global Restructuring Program and a pre-tax property sale gain of $31, $24 after tax, related to the sale of property associated with a former manufacturing facility. See Item 8, Notes 2 and 14 to the consolidated financial statements for details.\n(c) Results include pre-tax charges of $1,036, $783 after tax, related to the 2018 Global Restructuring Program and a net charge of $117 associated with U.S. tax reform related matters. See Item 8, Notes 2 and 12 to the consolidated financial statements for details.\n(d) Results include other expense of $24 and an income tax benefit of $85 for U.S. tax reform related matters.\n(e) Results include other income of $11 related to an updated assessment of the deconsolidation of our Venezuelan operations. Additionally, results were negatively impacted by pre-tax charges of $35, $27 after tax, related to the 2014 restructuring plan initiated to improve organization efficiency and offset the impact of stranded overhead costs resulting from the spin-off of our health care business (the \"2014 Organization Restructuring\").\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax benefit, tax credit, tax reform. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01015", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\n($ in thousands, except share and per share data)\nThe following selected financial data has been derived from our audited consolidated financial statements. The Income Statement data relating to 2020, 2019 and 2018, and the Balance Sheet data as of December 31, 2020 and 2019 should be read in conjunction with the information provided in Item 7, \u201cManagement's Discussion and Analysis of Financial Condition and Results of Operations,\u201d and the notes to our consolidated financial statements appearing elsewhere in this Annual Report on Form 10-K.\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 913241_2020.htm (CIK: 913241, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01016", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8.\nFINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nMOLECULAR TEMPLATES, INC.\nINDEX TO CONSOLIDATED FINANCIAL STATEMENTS\nPage\nReport of Independent Registered Public Accounting Firm\nConsolidated Balance Sheets\nConsolidated Statements of Operations and Comprehensive Loss\nConsolidated Statements of Convertible Preferred Stock and Stockholders\u2019 Equity (Deficit)\nConsolidated Statements of Cash Flows\nNotes to Consolidated Financial Statements\nReport of Independent Registered Public Accounting Firm\nTo the Stockholders and the Board of Directors of Molecular Templates, Inc.\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheets of Molecular Templates, Inc. (the Company) as of December 31, 2020 and 2019, the related consolidated statements of operations and comprehensive loss, convertible preferred stock and stockholders' equity, and cash flows for the years then ended, and the related notes (collectively referred to as the \u201cconsolidated financial statements\u201d). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2020 and 2019, and the results of its operations and its cash flows for the years then ended, in conformity with U.S. generally accepted accounting principles.\nBasis for Opinion\nThese financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company\u2019s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.\nOur audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\nCritical Audit Matter\nThe critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.\nProgress Toward Completion of Collaboration Agreements\nDescription of the Matter\nAs discussed in Note 1 and 3 to the consolidated financial statements, the Company ", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1183765_2020.htm (CIK: 1183765, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01017", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures about Market Risk\nAs a smaller reporting company, we are not required to provide the information required by this Item.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1689084_2020.htm (CIK: 1689084, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01018", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7 - Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nEXECUTIVE OVERVIEW\nWe are a global packaged foods company. We develop distinctive value-added food products and market them under unique brand names. We work continuously to improve our core products and to create new products that meet consumers\u2019 evolving needs and preferences. In addition, we build the equity of our brands over time with strong consumer-directed marketing, innovative new products, and effective merchandising. We believe our brand-building strategy is the key to winning and sustaining leading share positions in markets around the globe.\nOur fundamental financial goal is to generate superior returns for our shareholders over the long term. We believe achieving that goal requires us to generate a consistent balance of net sales growth, margin expansion, cash conversion, and cash return to shareholders over time.\nFiscal 2020 was a year of significant challenge and change in the external environment, and we adapted and executed to deliver strong financial results while remaining focused on the health and safety of our employees and our company purpose of making food the world loves. Prior to the outbreak of the COVID-19 pandemic, we expected to meet or exceed each of our key fiscal 2020 financial targets. The virus outbreak had a profound impact on consumer demand across our major markets, including driving an unprecedented increase in demand for food at home and a corresponding decrease in demand for away-from-home food, resulting from efforts to reduce virus transmission. After the onset of the pandemic, elevated at-home food demand accelerated net sales growth in the fourth quarter in the North America Retail segment, where a significant share of net sales comes from categories that were most impacted by at-home eating, including meals, baking, and cereal. The impact of elevated at-home demand was less pronounced in the Europe & Australia segment, reflecting its lower proportion of net sales in those categories. The Pet segment experienced increased demand early in the fourth quarter from stock-up purchasing, which partially unwound by the end of the quarter. Lower away-from-home food demand reduced growth for the Convenience Stores & Foodservice and Asia & Latin America segments. Consequently, our full-year results significantly exceeded our initial annual targets for organic net sales growth, constant-currency growth in adjusted operating profit and adjusted diluted earnings per share (EPS), and free cash flow conversion.\nWe delivered on the three key priorities we outlined at the beginning of fiscal 2020:\nFirst, we accelerated our organic net sales growth rate compared to our fiscal 2019 performance, driven by strong execution to meet elevated demand during the COVID-19 pandemic, healthy levels of innovation, and a significant increase in capabilities and brand-building investment. We experienced robust growth in organic net sales in North America Retail, aided by our ability to meet the pandemic-related increase in demand for meals and baking categories during the fourth quarter, as well as consistently strong results in U.S. cereal and important improvements in U.S. snack bars and U.S. yogurt throughout the year. We exceeded our organic net sales growth goal for our Pet segment, driven by a successful expansion of BLUE into additional customer outlets and a significant increase in household penetration for the brand. Organic net sales results in our Convenience Stores & Foodservice, Europe & Australia, and Asia & Latin America segments were below fiscal 2019 levels, due to a slow start to the year in each of those segments, as well as the pandemic-related headwinds impacting Convenience Stores & Foodservice and Asia & Latin America in the second half of the year.\nSecond, we maintained our strong adjusted operating profit margins. The combination of our continued strong levels of Holistic Margin Management (HMM) ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 40704_2020.htm (CIK: 40704, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01019", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nInvesting in our common stock involves a high degree of risk. You should carefully consider the risks described below, as well as the other information in this Annual Report, including our financial statements and the related notes, and \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations,\u201d before deciding whether to invest in our common stock. In addition to other information in this Annual Report and in other filings we make with the Securities and Exchange Commission, the following risk factors should be carefully considered in evaluating our business as they may have a significant impact on our business, operating results and financial condition. If any of the following risks actually occurs, our business, financial condition, results of operations and future prospects could be materially and adversely affected. In such an event, the market price of our common stock could decline, and you may lose all or part of your investment. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations. Because of the following factors, as well as other variables affecting our operating results, past financial performance should not be considered as a reliable indicator of future performance, and investors should not use historical trends to anticipate results or trends in future periods.\nRISKS RELATED TO OUR BUSINESS\nWe are subject to risks associated with changing technologies in the mobile apps industry, which could place us at a competitive disadvantage.\nThe successful implementation of our business strategy requires us to continuously evolve our existing solutions and introduce new solutions to meet customers\u2019 needs. We believe that our customers rigorously evaluate our solution and service offerings on the basis of a number of factors, including, but not limited to: quality; price competitiveness; technical expertise and development capability; innovation; reliability and timeliness of delivery; operational flexibility; customer service; and overall management.\nOur success depends on our ability to continue to meet our customers\u2019 changing requirements and specifications with respect to these and other criteria. There can be no assurance that we will be able to address technological advances or introduce new offerings that may be necessary to remain competitive within the mobile apps industry.\nSystems failures could cause interruptions in our services or decreases in the responsiveness of our services which could harm our business.\nIf our systems fail to perform for any reason, we could experience disruptions in operations, slower response times, or decreased customer satisfaction. Our ability to host mobile apps successfully and provide high quality customer service depends on the efficient and uninterrupted operation of our hosting company\u2019s computer and communications hardware and software systems. Although unlikely, our hosting company\u2019s systems are vulnerable to damage or interruption from human error, natural disasters, power loss, telecommunication failures, break-ins, sabotage, computer viruses, intentional acts of vandalism, and similar events. Any systems failure that causes an interruption in our services or decreases the responsiveness of our services could impair our reputation, damage our brand name, and materially adversely affect our business, financial condition and results of operations and cash flows.\nIf our security is breached, our business could be disrupted, our operating results could be harmed, and customers could be deterred from using our products and services.\nOur business relies on the secure electronic transmission, storage, and hosting of sensitive information, including financial information, and other sensitive information relating to our customers, company, and workforce. As a result, we face some risk of a deliberate or unintentional incident involving unauthorized a", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1335112_2020.htm (CIK: 1335112, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01020", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk.\nMarket risk is the potential loss arising from adverse changes in market rates and prices, such as foreign currency exchange rates, interest rates, and other relevant market rate or price changes. In the ordinary course of business, we are exposed to various market risks, including changes in foreign currency exchange rates and interest rates, and we regularly evaluate our exposure to such changes. Our overall risk management strategy seeks to balance the magnitude of the exposure and the cost and availability of appropriate financial instruments. From time to time, we have utilized forward exchange contracts to manage our foreign currency exchange rate and interest rate risk.\nForeign Currency Exchange Rates\nApproximately 19% of our revenues for the year ended December 31, 2020 were denominated in currencies other than the U.S. dollar. Our financial statements are reported in U.S. dollars and, accordingly, fluctuations in exchange rates will affect the translation of our revenues and expenses denominated in foreign currencies into U.S. dollars for purposes of reporting our consolidated financial results. During 2020 and 2019, the most significant currency exchange rate exposures were the British Pound, Euro, Canadian Dollar, and Japanese Yen. A hypothetical change of 10% in average exchange rates used to translate all foreign currencies to U.S. dollars would have impacted income before income taxes for 2020 by approximately $13.4 million. The impact of this could be partially offset by exchange rate fluctuation provisions stated in some of our contracts with customers designed to mitigate our exposure to fluctuations in currency exchange rates over the life of the contract. For example during the year ended December 31, 2020, our revenue was reduced by $5.7 million to reflect the reduced operating costs required to fulfill the contracts as a result of the fluctuations in foreign currency exchange rates. We do not have significant operations in countries in which the economy is considered to be highly inflationary.\nWe are subject to foreign currency transaction risk for fluctuations in exchange rates during the period of time between the consummation and cash settlement of a transaction. Accordingly, exchange rate fluctuations during this period may affect our profitability with respect to such contracts. We are able to partially offset our foreign currency transaction risk through exchange rate fluctuation adjustment provisions stated in our contracts with customers, or we may hedge our transaction risk with foreign currency exchange contracts.\nForeign Exchange Forward\nOn October 30, 2020, we entered into a foreign exchange forward in order to minimize monthly foreign currency remeasurement gains or losses on non-functional currency monetary balances. The foreign exchange forward notional value may be adjusted each month as the exposure balance changes. We elected not to designate the derivative as a hedge. All changes in the mark-to-market of the foreign exchange forward are recorded in earnings every month to other (income) expense, net in the accompanying consolidated statements of income. We recognized $1.5 million of realized gains during the year ended December 31, 2020 related to this foreign exchange forward. As of December 31, 2020, the notional value of this foreign exchange forward was $50.0 million.\nInterest Rates\nWe are subject to market risk associated with changes in interest rates. In May 2016, we entered into floating to fixed interest rate swaps with a combined notional value of $300.0 million to reduce our earnings exposure related to changes in floating interest rates on our term loans. The swaps became effective on June 30, 2016, and a portion of the interest rate swaps expired on June 30, 2018, and the remainder expired on May 14, 2020.\nIn June 2018, we entered into two additional interest rate swaps with multiple counterparties. The fir", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1610950_2020.htm (CIK: 1610950, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01021", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data.\nThe information required by this Item is incorporated herein by reference to the consolidated financial statements and supplementary data set forth in Item 15. Exhibits, Financial Statement Schedules of Part IV of this Annual Report on Form 10-K.\nItem 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 889971_2020.htm (CIK: 889971, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01022", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nAn investment in the Corporation's common stock is subject to risks inherent to the Corporation's business. Before making an investment, you should carefully consider the risks and uncertainties described below, together with all of the other information included or incorporated by reference in this report. This report is qualified in its entirety by these risk factors.\nRisks Related to the COVID-19 Outbreak\nThe economic impact of the COVID-19 outbreak could adversely affect our financial condition and results of operations.\nThe COVID-19 pandemic has caused significant economic dislocation in the United States as many state and local governments have placed restrictions on businesses. This resulted in an unprecedented slow-down in economic activity and a related increase in unemployment. During the COVID-19 outbreak, stock markets and the value of securities, in particular bank stocks, have experienced significant volatility. In response to the COVID-19 outbreak, the Federal Reserve reduced the benchmark fed funds rate to a target range of 0% to 0.25%, and the yields on 10- and 30-year treasury notes declined to historic lows. Various state governments and federal agencies are requiring lenders to provide forbearance and other relief to borrowers (e.g., waiving late payment and other fees). The federal banking agencies have encouraged financial institutions to prudently work with affected borrowers and passed legislation to provide relief from reporting loan classifications due to modifications related to the COVID-19 outbreak. Certain industries have been particularly hard-hit, including the travel and hospitality industry, the restaurant industry and the retail industry. Finally, the spread of the coronavirus has caused us to modify our business practices, including employee travel, employee work locations, and cancellation of physical participation in meetings, events and conferences. We have many employees working remotely and we may take further actions as may be required by government authorities or that we determine are in the best interests of our employees, customers and business partners.\nGiven its ongoing and dynamic nature, it is difficult to predict the full impact of the COVID-19 outbreak on our business. The extent of such impact will depend on future developments, which are highly uncertain, including when the coronavirus can be controlled and abated. As a result of the COVID-19 pandemic and the related adverse local and national economic consequences, we could be subject to any of the following risks, any of which could have a material, adverse effect on our business, financial condition, liquidity, and results of operations:\n\u2022Demand for our products and services may decline, making it difficult to grow assets and income;\n\u2022If the economy is unable to remain open, and high levels of unemployment continue for an extended period of time, loan delinquencies, problem assets, and foreclosures may increase, resulting in increased charge-offs and reduced income;\n\u2022Collateral for loans, especially real estate, may decline in value, which could cause loan losses to increase;\n\u2022Our allowance for credit losses on loans and leases may increase if borrowers experience financial difficulties, which will adversely affect our net income;\n\u2022The net worth and liquidity of loan guarantors may decline, impairing their ability to honor commitments to us;\n\u2022A further and sustained decline in our stock price or the occurrence of what management would deem to be a triggering event that could result in a goodwill or intangible impairment charge being recorded that would adversely impact our results of operations and the ability of the Bank to pay dividends to us;\n\u2022As a result of the decline in the Federal Reserve's target federal funds rate to near 0%, the yield on our assets may decline to a greater extent than the decline in our cost of interest-bearing liabilities, reducing our net interest margin and spread and re", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 102212_2020.htm (CIK: 102212, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01023", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nINDEX TO CONSOLIDATED FINANCIAL STATEMENTS\nAmerican Public Education, Inc. and Subsidiaries\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nTo the Stockholders and the Board of Directors of American Public Education, Inc.\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheets of American Public Education, Inc. and subsidiaries (the \"Company\") as of December 31, 2019 and 2020, the related consolidated statements of income, stockholders' equity, and cash flows, for each of the three years in the period ended December 31, 2020, and the related notes (collectively referred to as the \u201cfinancial statements\u201d). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.\nWe have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 9, 2021, expressed an unqualified opinion on the Company's internal control over financial reporting.\nBasis for Opinion\nThese financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\nCritical Audit Matter\nThe critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgements. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.\nGoodwill - HCN Reporting Unit - Refer to Notes 2 and 7 to the financial statements\nCritical Audit Matter Description\nIn connection with the Company\u2019s November 1, 2013 acquisition of Hondros College of Nursing (HCN), the Company recorded $38.6 million of goodwill, representing the excess of the purchase price over the amount assigned to the new assets acquired and the fair value assigned ", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1201792_2020.htm (CIK: 1201792, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01024", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nFiscal 2020 Summary Compensation Table\nThe following table sets forth, for the fiscal years ended December 31, 2020 and 2019, information with respect to compensation for services in all capacities to us and our subsidiaries earned by our principal executive officer, and our two most highly compensated executive officers other than our principal executive officer who were serving as an executive officer on December 31, 2020. We refer to these executive officers as our \u201cnamed executive officers.\u201d\n(1)\nThe amounts in this column reflect the amounts earned during the fiscal year, whether or not actually paid during such year.\n(2)\nThe amounts in this column reflect the aggregate probable grant date fair value of stock and option awards granted to our named executive officers during the fiscal year calculated in accordance with FASB ASC Topic 718, Stock Compensation. The valuation assumptions used in determining such amounts are described in the footnotes to our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020. The amounts reported in this column do not correspond to the actual economic value that may be received by our named executive officers from their option awards.\n(3)\nThe named executive officers participate in certain group life, health, disability insurance, and medical reimbursement plans not disclosed in the Summary Compensation Table that are generally available to salaried employees and do not discriminate in scope, terms, and operation. However, we pay all health insurance premiums for Messrs. Hatch and Sweitzer and for Ms. Latham, which amounts are included in this column. The figure shown for each named executive officer also includes employer contributions to a qualified deferred compensation plan (401(k) plan) and auto allowance. Our 401(k) plan provides employees with an opportunity to defer compensation for retirement. Employees may contribute up to 87% of compensation, subject to IRS limits. We match 100% of the first 3% and 50% of the next 2% of employee contributions each pay period. Our 2014 Employee Stock Purchase Plan, or the 2014 ESPP, permits our employees and employees of our designated subsidiaries, which we refer to each as a \u201cParticipating Company,\u201d to purchase our Common Stock at a discount equal to 85% of the lesser of (i) the market value of the shares on the offering date of such offering and (ii) the market value of the shares on the purchase date of such offering, subject to limits set by the Internal Revenue Code of 1986, as amended, or the Code, and the 2014 ESPP.\nOutstanding Equity Awards at Fiscal Year-End 2020\nThe following table sets forth information with respect to outstanding equity awards held by our named executive officers as of December 31, 2020.\n(1)\nUnless otherwise noted, all of the options granted to our named executive officers were granted under and are subject to the terms of our 2012 Incentive Compensation Plan, as further, described below under \u201c2012 Incentive Compensation Plan.\u201d\n(2)\nOne-fifth of the total number of shares underlying this option vest on the anniversary of the date of grant until 2021. This option was not granted under the 2012 Incentive Compensation Plan.\n(3)\nOne-third of the total number of shares underlying this option vest on each of the first, second, and third anniversary of the date of grant.\n(4)\nOne-fifth of the total number of shares underlying this option vest on the anniversary of the date of grant until 2022. This option was not granted under the 2012 Incentive Compensation Plan.\n(5)\nOne-fifth of the total number of shares underlying this option vest on the anniversary of the date of grant until 2023. This option was not granted under the 2012 Incentive Compensation Plan.\n(6)\nOne-fifth of the total number of shares underlying this option vest on the anniversary of the date of grant until 2024. This option was not granted under the 2012 In", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: irs, internal revenue. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01025", "source": "edgar", "source_license": "public_domain", "text": "Item 8.Financial Statements and Supplementary Data.\nOur financial statements and notes thereto begin on Page.\nItem 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1821788_2020.htm (CIK: 1821788, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01026", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nOur consolidated financial statements and related notes required by this item are set forth as a separate section of this Report. See Part IV, Item 15 of this Form 10-K.\nItem 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1394638_2020.htm (CIK: 1394638, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01027", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements\nUNITED EXPRESS, INC.\n(A DEVELOPMENT STAGE COMPANY)\nFINANCIAL STATEMENTS\nJUNE 30, 2020 AND 2019\nUNITED EXPRESS, INC.\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nThe Board of Directors and Shareholders of United Express, Inc.\nOpinion on the Financial Statements\nWe have audited the accompanying balance sheets of United Express, Inc. (a Nevada Corporation), as of June 30, 2020 and June 30, 2019, and the related statements of operations, changes in stockholder\u2019s equity and cash flows for each of the three years in the period ended June 30, 2020, and the related notes. In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company at June 30, 2020 and June 30, 2019, and the results of its operations and its cash flows for each of the three years in the period ended June 30, 2020, in conformity with U.S. generally accepted accounting principles.\nBasis for Opinion\nThese financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\nYusufali & Associates, LLC\nWe have served as the Company\u2019s auditor since 2020.\nShort Hills, New Jersey\nAugust 4, 2020\nSee notes to financial statements\nSee notes to financial statements\nSee notes to financial statements\nSee notes to financial statements\nUNITED EXPRESS, INC.\nNOTES TO FINANCIAL STATEMENTS\nFOR THE YEARS ENDED JUNE 30, 2020 AND 2019\nNOTE 1 - Description of Business\nUnited Express, Inc. (the \u201cCompany\u201d) was incorporated under the laws of the State of Nevada in June 23, 2017. The company was developed to provide comprehensive management service for long and short distance logistics for clients in the Company\u2019s target market area. The Company will offer its clients the transportation ability to all of their hauling needs through one business which will provide them with the ability to manage their shipments in a cost and time effective manner.\nAfter receiving the dispatcher license we are going to provide dispatch service to improve the efficiency of the clients\u2019 supply chain management and delivery operations. As oil prices are currently remains stable we can mostly predict our expenses in logistics industry. These services are now heavily in demand among product distributors and retailers.\nWe have received $279,664 operating revenues for the 12 months period ended June 30,2020 and 89,964 for the 12 months period ended June 30,2019. Recorded revenues were generated from customers\u2019 payments. The Company is currently devoting substantially all of its present efforts to securing and establishing the transportation business.\nNOTE 2 - Significant Accounting Policies and Recent Accounting Pronouncements\nBasis of Presentation\nThe Company uses ", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1751707_2020.htm (CIK: 1751707, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01028", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\nForward-Looking Information\nThe Risk Factors in Part I, Item 1A of this Annual Report on Form 10-K, the audited financial statements and accompanying notes, included elsewhere in this Annual Report on Form 10-K, and this Management's Discussion and Analysis of Financial Condition and Results of Operations should be read together. In addition to historical information, this discussion and analysis contains forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act. Operating results are not necessarily indicative of results that may occur for the full fiscal year or any other future period. The term \"Private Synlogic\" refers to Synlogic, Inc. prior to the consummation of the Merger described herein. The term \"Mirna\" refers to Mirna Therapeutics, Inc. prior to the consummation of the Merger described herein. Unless otherwise indicated, references to the terms \"Synlogic,\" \u201cthe Company,\" \"we,\" \"our\" and \"us\" refer to Private Synlogic prior to the consummation of the Merger described herein and Synlogic, Inc. (formerly known as Mirna Therapeutics, Inc.) upon the consummation of the Merger described herein.\nOverview\nBusiness\nSynlogic is a clinical-stage biopharmaceutical company focused on the discovery and development of Synthetic Biotic\u2122 medicines. Synthetic Biotic medicines are generated from Synlogic\u2019s proprietary drug discovery and development platform, leveraging a reproducible, modular approach to Synthetic Biology to develop beneficial microbes which perform or deliver critical therapeutic functions. Synthetic Biotic medicines are designed to metabolize a toxic substance, compensate for missing or damaged metabolic pathways, or deliver combinations of therapeutic factors. Synlogic\u2019s goal is to discover, develop, and ultimately commercialize Synthetic Biotic medicines. Synlogic\u2019s proprietary pipeline includes Synthetic Biotic medicines for the treatment of metabolic disorders including Phenylketonuria (PKU) and Enteric Hyperoxaluria. We are building a portfolio of partner-able assets in immunology and oncology.\nIn a clinical trial with our lead program SYNB1618, we have demonstrated consumption of phenylalanine (Phe), an amino acid that accumulates in a rare metabolic disorder known as PKU and are expanding our pipeline based on learnings from this program. We have also demonstrated that our pre-clinical candidate SYNB8802 can consume dietary oxalate and reduce hyperoxaluria in animal models. We are designing SYNB8802 to be tested in patients with Enteric Hyperoxaluria, a disease which leads to dangerously high levels of urinary oxalate and for which patients have few treatment options today.\nWe believe we have the core competencies in synthetic biology and manufacturing, as well as translational medicine, regulatory experience and clinical development to successfully discover and develop our Synthetic Biotic medicines. In June 2019, we announced an expanded collaboration with Ginkgo Bioworks, Inc. (Ginkgo) to complement our in-house expertise in strain design and development. Ginkgo uses software and automation to program and optimize microbial strains at a large scale. Ginkgo\u2019s technology provides us with a synthetic biology-based cell programming platform for testing thousands of microbial strains to accelerate progression of early preclinical leads to drug candidates optimized for clinical development.\nWhile we believe that our Synthetic Biotic platform has potential to address a broad range of diseases, our initial pipeline focus is on metabolic diseases. We will consider leveraging partnerships to advance programs for other diseases including oncology and inflammatory disorders. Our most advanced programs target metabolic diseases that could potentially be treated by oral delivery of Synthetic Biotic medicines. These includes conditions caused by a genetic mutation c", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1527599_2020.htm (CIK: 1527599, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01029", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.\nTHE FOLLOWING DISCUSSION OF OUR PLAN OF OPERATION AND RESULTS OF OPERATIONS SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL STATEMENTS AND RELATED NOTES TO THE FINANCIAL STATEMENTS INCLUDED ELSEWHERE IN THIS REPORT. THIS DISCUSSION CONTAINS FORWARD-LOOKING STATEMENTS THAT RELATE TO FUTURE EVENTS OR OUR FUTURE FINANCIAL PERFORMANCE. THESE STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS THAT MAY CAUSE OUR ACTUAL RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY THESE FORWARD-LOOKING STATEMENTS. THESE RISKS AND OTHER FACTORS INCLUDE, AMONG OTHERS, THOSE LISTED UNDER \u201cFORWARD-LOOKING STATEMENTS\u201d AND \u201cRISK FACTORS\u201d AND THOSE INCLUDED ELSEWHERE IN THIS REPORT.\nThis discussion summarizes the significant factors affecting the consolidated financial statements, financial condition, liquidity, and cash flows of Healthcare Integrated Technologies, Inc, for the fiscal years ended July 31, 2020 and 2019 and the interim periods included herein. The following discussion and analysis should be read in conjunction with the consolidated financial statements and notes included elsewhere in this Form 10-K.\nExecutive Overview\nWe are a healthcare technology company based in Knoxville, Tennessee. Our business is creating a diversified spectrum of healthcare technology solutions to integrate and automate the continuing care, home care and professional healthcare spaces. Since the acquisition of our IndeLiving subsidiary in March 2018, we changed our business focus to the healthcare technology sector and discontinued the operations of our Grasshopper Colorado subsidiary in February 2019.\nOur initial product, SafeSpace, is an ambient fall detection solution designed for continuing care communities and at home use. SafeSpace includes wall mounted devices utilizing radar technology and state of the art software to effectively monitor a person remotely. In continuing care communities, SafeSpace detects resident falls and generates alerts to a centralized, intelligent dashboard without the use of wearable devices or any action by the resident. In the home, SafeSpace detects falls and sends alerts directly to designated individuals.\nIn addition to SafeSpace, we are creating a home concierge healthcare service application to provide a virtual assisted living experience for seniors, recently released postoperative patients and others. The concierge application will enable the consumer to obtain home healthcare services and health and safety monitoring equipment to improve quality of life. We are also working to develop a fully integrated solution for the professional healthcare community that integrates electronic health records, remote patient monitoring, telehealth, and other items where integration is beneficial.\nStrategy\nOur mission is to grow a profitable healthcare technology company by focusing on our core product, continuing the development of our proprietary software and developing new uses and product lines for our technology. Our management team is focused on maintaining the financial flexibility and assembling the right complement of personnel and outside consultants required to successfully execute our mission.\nFinancial and Operating Results\nWe continue to utilize funds raised from private sales of our common stock and short-term advances from related parties to provide cash for our operations, which allowed us to continue refining our initial product and readying it for pilot testing, developing our future product offerings and adding talented individuals to our management team. In addition, we reduced our debt obligations by converting certain 5% Convertible Promissory Notes it into common stock. Highlighted achievements for the fiscal year ended July 31, 2020 include:\n\u25cf On October 8, 2019, Ch", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1584693_2020.htm (CIK: 1584693, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01030", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data.\nAs a \u201csmaller reporting company\u201d, as defined by Rule 10(f)(1) of Regulation S-K, the Company is not required to provide this information.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1759824_2020.htm (CIK: 1759824, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01031", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nNot required for smaller reporting companies.\nITEM 8:", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1310527_2020.htm (CIK: 1310527, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01032", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nInterest Rate Risk\nWe are exposed to interest rate risk on our Senior Revolver, Cash Money Revolving Credit Facility, Non-Recourse Canada SPV Facility and our Non-Recourse U.S. SPV Facility. Our variable interest expense is sensitive to changes in the general level of interest rates. We may enter into interest rate swaps, collars or similar instruments with the objective of reducing our borrowing cost volatility. We do not use derivative financial instruments for speculative or trading purposes.\nInterest expense on such borrowings is sensitive to changes in the market rate of interest. Hypothetically, a 1% increase in the average market rate would result in an increase in our annual interest expense of $1.4 million. This amount is determined by considering the impact of the hypothetical interest rates on our borrowing cost, but does not consider the effects of the reduced level of overall economic activity that could exist in such an environment. Due to the uncertainty of the specific changes and their possible effects, the foregoing sensitivity analysis assumes no changes in our financial structure. To lessen our exposure to our Non-Recourse Canada SPV Facility, which has an annual rate of 6.75% plus the three-month CDOR, we entered into a 4-year C$175.0 million interest rate cap agreement in August of 2018 with the Royal Bank of Canada that capped our 3-month CDOR rate at 4.50% beginning in September 2018.\nAll of our customer loan portfolios have fixed interest rates and fees that do not fluctuate over the life of the loan. Notwithstanding that, we support fixed rate lending in part with variable rate borrowing. We do not believe there is any material interest rate sensitivity associated with our customer loan portfolio, primarily due to their short duration.\nIn connection with the transition from LIBOR, our current interest rate benchmark, as required by ASU 2020-04, Reference Rate Reform (Topic 848), we are evaluating alternative benchmarks and managing the potential impact to our Consolidated Financial Statements. The majority of our exposure to LIBOR relates to our Senior Revolver and Non-Recourse U.S. SPV Facility. We do not expect the transition to have a material impact on our Consolidated Financial Statements. See Note 1, \"Summary of Significant Accounting Policies and Nature of Operations\" for additional information on ASU 2020-04.\nForeign Currency Exchange Rate Risk\nForeign currency exchange rate fluctuations impact the translation of the financial results of the Canadian operations from Canadian Dollars to U.S. Dollars. Our operations in Canada represent a significant portion of our total operations, and as a result, material changes in the currency exchange rate between these countries could have a significant impact on our consolidated results of operations, financial condition or cash flows. At December 31, 2020, revenue and net income from continuing operations before income taxes would decrease by approximately $21.0 million and $4.9 million, respectively, if average foreign exchange rates had declined by 10% against the U.S. dollar in 2020. These amounts were determined by considering the adverse impact of a hypothetical foreign exchange rate on the revenue and net loss before income taxes of the Company based on Canadian operations.\nWe may elect to purchase derivatives as hedges against foreign exchange rate risks with the objective of mitigating the impact of foreign currency fluctuations on our results of operations. We typically hedge existing short-term balance sheet exposures, as well as anticipated cash flows between our foreign subsidiaries and domestic subsidiaries. We do not purchase derivatives for speculative purposes.\nWe record derivative instruments at fair value on the balance sheet as either an asset or liability. Changes in the options intrinsic value, to the extent that they are effective as a hedge, are recorded in other c", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1711291_2020.htm (CIK: 1711291, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01033", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data\nThe selected consolidated financial data below should be read in conjunction with \u201cItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1614806_2020.htm (CIK: 1614806, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01034", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data.\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nTo the Board of Directors and Shareholders\nHome Bancorp, Inc.\nLafayette, Louisiana\nOpinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting\nWe have audited the accompanying consolidated statements of financial condition of Home Bancorp, Inc. and subsidiary (the \u201cCompany\u201d) as of December 31, 2020 and 2019, and the related consolidated statements of income, comprehensive income, changes in shareholders\u2019 equity and cash flows for the years then ended and the related notes (collectively, the consolidated financial statements). We also have audited the Company\u2019s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.\nIn our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of their operations and their cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.\nChange in Accounting Principle\nAs discussed in Note 2 to the consolidated financial statements, the Company has changed its method of accounting for the recognition and measurement of allowance for credit losses as of January 1, 2020 due to the adoption of ASC Topic 326, Financial Instruments - Credit Losses.\nBasis for Opinions\nThe Company\u2019s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Report of Management. Our responsibility is to express an opinion on the Company\u2019s consolidated financial statements and an opinion on the Company\u2019s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (\u201cPCAOB\u201d) and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.\nOur audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of intern", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1436425_2020.htm (CIK: 1436425, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01035", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation.\nThe information called for by this item is incorporated herein by reference to the Proxy Statement.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 736012_2020.htm (CIK: 736012, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01036", "source": "edgar", "source_license": "public_domain", "text": "Item 6. SELECTED FINANCIAL DATA\nThe following tables contain certain information concerning our consolidated financial position and results of operations, which is derived in part from our audited consolidated financial statements. The following is only a summary and should be read in conjunction with the audited consolidated financial statements and notes thereto beginning on page of this annual report.\n(1)Represents the difference between the weighted average yield on average interest-earning assets and the weighted average cost on average interest-bearing liabilities. Tax exempt income is reported on a tax equivalent basis using a federal marginal tax rate of 21% for 2020 and 2019, a blended federal marginal tax rate of 24.5% for 2018 and 34% for years 2017 and 2016.\n(2)Represents net interest income as a percent of average interest-earning assets. Tax exempt income is reported on a tax equivalent basis using a federal marginal tax rate of 21% for 2020 and 2019, a blended federal tax rate of 24.5% for 2018 and 34% for years 2017 and 2016.\n(3)Represents other expenses divided by the sum of net interest income and other income.\n(4)Represents other expenses, excluding nonrecurring items as discussed below, divided by the sum of net interest income and other income, excluding income (loss) on tax credit investment discussed below. The efficiency ratio for 2020 and 2019 excludes the income from tax credit investments of $426,000 and $210,000 respectively. The efficiency ratio for 2018 excludes the income from tax credit investments of $585,000, expenses of $1.3 million associated with the acquisition of and merger with Dearmin and FNBO, and expenses of $661,000 associated with the initial operations of the secondary-market residential mortgage lending division. The efficiency ratio for 2017 excludes the loss on tax credit investment of $226,000 and expenses of $166,000 associated with the acquisition of and merger with Dearmin and FNBO. The efficiency ratio for 2016 excludes the loss on tax credit investment of $4.2 million. This is a non-GAAP financial measure that management believes is useful to investors in understanding the Company\u2019s performance.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: tax rate, tax credit. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01037", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data\nThe following table sets forth certain information concerning the consolidated financial position and results of operations of the Company and its subsidiary at and for the dates indicated. The consolidated data is derived in part from, and should be read in conjunction with, the Consolidated Financial Statements of the Company and its subsidiary presented herein.\n_______________\n(1)Cash dividends to common shareholders divided by net income to common shareholders.\n__________________\n(1)Net income divided by average total assets.\n(2)Net income divided by average total equity.\n(3)Difference between weighted average yield on interest-earning assets and weighted average cost of interest-bearing liabilities.\n(4)Net interest income before provision for (recapture of) loan losses as a percentage of average interest-earning assets.\n(5)Non-interest expenses divided by the sum of net interest income and non-interest income.\n(6)Non-performing assets include non-accrual loans, loans past due 90 days or more and still accruing, non-accrual investment securities, OREO and other repossessed assets.\n(7)Loans receivable is before the allowance for loan losses.\n(8)Non-performing loans include non-accrual loans and loans past due 90 days or more and still accruing. TDRs that are on accrual status are not included.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1046050_2020.htm (CIK: 1046050, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01038", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nPage\nConsolidated Balance Sheets\nConsolidated Statements of Operations\nConsolidated Statements of Comprehensive Income (Loss)\nConsolidated Statements of Stockholders\u2019 Equity and Mezzanine Equity\nConsolidated Statements of Cash Flows\nNotes to Consolidated Financial Statements\nReport of Independent Registered Public Accounting Firm\nSchedule II - Valuation and Qualifying Accounts\nVIAD CORP\nCONSOLIDATED BALANCE SHEETS\nRefer to Notes to Consolidated Financial Statements.\nVIAD CORP\nCONSOLIDATED STATEMENTS OF OPERATIONS\nRefer to Notes to Consolidated Financial Statements.\nVIAD CORP\nCONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)\nRefer to Notes to Consolidated Financial Statements.\nVIAD CORP\nCONSOLIDATED STATEMENTS OF STOCKHOLDERS\u2019 EQUITY AND MEZZANINE EQUITY\nRefer to Notes to Consolidated Financial Statements.\nVIAD CORP\nCONSOLIDATED STATEMENTS OF CASH FLOWS\nRefer to Notes to Consolidated Financial Statements.\nVIAD CORP\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\nNote 1. Overview and Summary of Significant Accounting Policies\nBasis of Presentation and Principles of Consolidation\nThe accompanying consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (\u201cGAAP\u201d) and include the accounts of Viad and its subsidiaries. All significant intercompany account balances and transactions have been eliminated in consolidation.\nNature of Business\nWe are a leading provider of experiential leisure travel and face-to-face events and marketing experiences company with operations in the U.S., Canada, the United Kingdom, continental Europe, the United Arab Emirates, and Iceland. We are committed to providing unforgettable experiences to our clients and guests. We operate through three reportable business segments: GES North America, GES EMEA (collectively, \u201cGES\u201d), and Pursuit.\nGES\nGES is a global, full-service live events company offering a comprehensive range of services to event organizers and corporate brand marketers. Event organizers schedule and run events from start to finish. Corporate brand marketers include exhibitors and domestic and international corporations that want to promote their brands, services and innovations, feature new products, and build business relationships. GES serves corporate brand marketers when they exhibit at shows and when GES is engaged to manage their global exhibit program or produce their proprietary corporate events.\nPursuit\nPursuit is a collection of inspiring and unforgettable travel experiences that includes recreational attractions, unique hotels and lodges, food and beverage, retail, sightseeing, and ground transportation services. Pursuit comprises the Banff Jasper Collection, the Alaska Collection, the Glacier Park Collection, and FlyOver.\nImpact of COVID-19\nOn March 11, 2020, the World Health Organization declared COVID-19 a \u201cpandemic.\u201d COVID-19 has spread rapidly, with a high concentration of confirmed cases in the U.S. and other countries in which we operate. The rapid spread has resulted in authorities around the world implementing numerous measures to contain the virus, such as travel bans and restrictions, quarantines, shelter-in-place orders, and business shutdowns. The COVID-19 pandemic and these containment measures have had, and are expected to continue to have, a substantial negative impact on businesses around the world and on global, regional, and national economies.\nThe COVID-19 pandemic is having and will likely continue to have a significant and negative impact on our operations and financial performance, with live events largely shut down and severe tourism activity disruptions. In response to the COVID-19 pandemic, we implemented aggressive cost reduction measures to preserve cash, including furloughs, layoffs, mandatory unpaid time off, or salary reductions for all employees, and the reduction of discretionary spending. We continue to implement measur", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 884219_2020.htm (CIK: 884219, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01039", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures about Market Risk.\nAs a \u201csmaller reporting company\u201d defined by Item 10 of Regulation S-K, the Company is not required to provide the information required by this Item.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1832487_2020.htm (CIK: 1832487, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01040", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. Risk Factors\nCertain factors may have a material adverse effect on our business, financial condition and results of operations. You should consider carefully the risks and uncertainties described below, in addition to other information contained in this Annual Report on Form 10-K, including our consolidated financial statements and related notes. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business. If any of the following risks actually occurs, our business, financial condition, results of operations, and future prospects could be materially and adversely affected. In that event, the trading price of our ordinary shares could decline, and you could lose part or all of your investment.\nRisks Related to Our Business and Our Industry\nIf our customers do not design our solutions into their product offerings, or if our customers\u2019 product offerings are not commercially successful, our business would suffer.\nWe sell our video and image processing system-on-a-chip, or SoC, solutions to original equipment manufacturers, or OEMs, who include our SoCs in their products, and to original design manufacturers, or ODMs, who include our SoCs in the products that they supply to OEMs. We generally refer to ODMs as our customers and OEMs as our end customers, except as otherwise indicated or as the context otherwise requires. Our video and image processing SoCs are generally incorporated into our customers\u2019 products at the design stage, which is referred to as a design win. As a result, we rely on OEMs to design our solutions into the products that they design and sell. Without these design wins, our business would be significantly harmed. We often incur significant expenditures developing a new SoC solution without any assurance that any OEM will select our solution for design into its own product. Once an OEM designs a competitor\u2019s device into its product, it becomes significantly more difficult for us to sell our SoC solutions to that OEM because changing suppliers involves significant cost, time, effort and risk for the OEM. We anticipate that it will take longer and require more resources and greater expenditures to achieve design wins, and likely take longer to generate revenue from such design wins in the new markets we are targeting, such as the OEM automotive and robotics markets, than our legacy camera markets. In addition, trade tensions between the United States and China and potential new export restrictions, as discussed in subsequent risk factors, may make it more difficult to secure future design wins with China customers.\nEven if an OEM designs one of our SoC solutions into its product, we cannot be assured that the OEM\u2019s product will be commercially successful over time or at all. For example, in the past we have secured design wins for camera products that were never commercially released by our customer or did not sell in volumes initially forecast by the customer, as a result of factors beyond our control. If other products or other product categories incorporating our SoC solutions are not commercially successful or experience rapid decline, our revenue and business will suffer. Similarly, if an OEM designs one of our SoC solutions into its product, we are not assured that we will receive or continue to receive new design wins from that OEM, which could negatively impact our business.\nIf we fail to penetrate new markets, our revenue and financial condition could be harmed.\nYears ago, a substantial portion of our revenue was generated from sales of our SoCs to OEMs and ODMs of HD video cameras, including IP security cameras, wearable cameras and drones. Our revenue from several of these markets, however, has experienced significant declines. As a result, we believe that our future revenue growth, if any, will significantl", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1280263_2020.htm (CIK: 1280263, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01041", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nWe make forward-looking statements in this report, in other materials we file with the SEC, on our website, or in materials that we otherwise release to the public. In addition, our senior management makes forward-looking statements orally to analysts, investors, the media and others. Statements, including the statements contained in Item 7, \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations,\u201d concerning our future operations, prospects, strategies, products, manufacturing facilities, legal proceedings, financial condition, financial performance (including growth and earnings) and demand for our products and services, and other statements of our strategic plans, beliefs or expectations, net sales, industry conditions, currency translation impacts, market demand, farm incomes, weather conditions, commodity and protein prices, general economic conditions, availability of financing, working capital, capital expenditures, debt service requirements, margins, production volumes, cost reduction initiatives, investments in product development, compliance with financial covenants, support from lenders, recovery of amounts under guarantee, uncertain income tax provisions, funding of our pension and postretirement benefit plans, or realization of net deferred tax assets, are forward-looking statements. The forward-looking statements we make are not guarantees of future performance and are subject to various assumptions, risks and other factors that could cause actual results to differ materially from those suggested by the forward-looking statements. These factors include, among others, those set forth below and in the other documents that we file with the SEC. There also are other factors that we may not describe, generally because we currently do not perceive them to be material, or likely to become material, that could cause actual results to differ materially from our expectations.\nThese risks could impact our business in a number of ways, including by negatively impacting our future results of operations, cash flows and financial condition. For simplicity, below we collectively refer to these potential material impacts on our \u201cperformance.\u201d\nWe expressly disclaim any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.\nRisks Related to the COVID-19 Pandemic\nOur business could be materially adversely impacted if the coronavirus outbreak continues in duration and severity or otherwise impacts our manufacturing and supply chain or demand for our products.\nThe COVID-19 pandemic has, and we expect may continue to, negatively impact our business, and further impacts\nwill depend on future developments, which are unpredictable, including the duration of the pandemic, the timing, distribution and impact of vaccinations and possible mutations of the virus that are more contagious or resistant to current vaccines. The COVID-19 pandemic has created significant volatility in the global economy and has led to substantially reduced economic activity, employment disruptions, supply chain constraints and delays, and declines in consumer demand. Measures taken by governments around the world, as well as businesses, including us, and the general public in order to limit the spread of COVID-19 will continue to negatively impact our business and overall financial condition. These measures have included travel bans or restriction limits, quarantines, shelter in place orders, curfews, business and government office closures, increased border controls or closures, port closures and transportation restrictions. The impacts of such measures could include, but are not limited to the following:\n\u2022Our industry may experience declines in global market demand, thus reducing sales of our products.\n\u2022The COVID-19 pandemic is projected to have minimal impact on global crop production. Most farm operations, wh", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, deferred tax, tax provision. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01042", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nWe are a smaller reporting company, as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended, for this reporting period and are not required to provide the information required under this item.\nITEM 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1445283_2020.htm (CIK: 1445283, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01043", "source": "edgar", "source_license": "public_domain", "text": "Item 6. SELECTED CONSOLIDATED FINANCIAL DATA\n(In thousands, except per share amounts)\nSee the Notes to the Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K.\n(1)Fiscal 2020 operating expenses include costs and expenses incurred in the first quarter of $17.7 million related to the settlement of litigation and costs and expenses incurred in the second quarter of $58.3 million related to the then-probable settlement of an investigation by the U.S. Attorney\u2019s Office for the Western District of Virginia. In fiscal 2020, we also recorded non-cash pre-tax goodwill impairment charges totaling $675.1 million in our Animal Health segment. The goodwill impairments were not fully tax deductible.\n(2)Fiscal 2019 operating expenses include a pre-tax charge of $28.3 million related to the settlement of litigation.\n(3)Fiscal 2018 includes a provisional discrete net tax benefit of $76.6 million related to the enactment of comprehensive tax legislation by the U.S. government. See Note 11 to the Consolidated Financial Statements for additional information.\n(4)In fiscal 2017, we recorded a non-cash impairment charge of $36.3 million related to a distribution agreement intangible asset within operating expenses.\n(5)In June 2015, we acquired Animal Health International, Inc. Prior to our acquisition, Animal Health International, Inc. generated sales and earnings before interest, income taxes, depreciation and amortization of $1.5 billion and $68 million, respectively, during the 12 months ended March 2015. In connection with this acquisition, we incurred pre-tax transaction costs of $13.7 million, or $0.11 per diluted share. Also in fiscal 2016, we approved a one-time repatriation of approximately $200.0 million of foreign earnings. This one-time\nrepatriation reduced the overall cost of funding the acquisition of Animal Health International, Inc. In addition, certain foreign cash at Patterson Medical was required to be repatriated as part of the sale of Patterson Medical. The continuing operations tax impact of $12.3 million from the repatriation was recorded during fiscal 2016.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax benefit, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01044", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. RISK FACTORS\nOur future business, results of operations, financial condition, prospects and cash flows and the market price for our securities are subject to numerous risks, many of which are driven by factors that we cannot control. The following cautionary discussion of risks, uncertainties and assumptions relevant to our business includes factors we believe could cause our actual results to differ materially from expected and historical results. Other factors beyond those listed below, including factors unknown to us and factors known to us which we have not currently determined to be material, could also adversely affect our business, results of operations, financial condition, prospects and cash flows and the market price for our securities. Also see \u201cSpecial Note of Caution Regarding Forward-Looking Statements\u201d above.\nRisks Related to Our Business and Industry\nAlthough the homebuilding industry generally experienced improved conditions in 2020, a deterioration in industry conditions or in broader economic conditions could have adverse effects on our business and results of operations.\nThe homebuilding industry is cyclical and affected by changes in general economic, real estate and other business conditions that could adversely affect our results of operations, financial condition and cash flows. Certain economic, real estate and other business conditions that have significant effects on the homebuilding industry include:\n\u2022employment levels and job and personal income growth;\n\u2022availability and pricing of financing for homebuyers;\n\u2022short and long-term interest rates;\n\u2022overall consumer confidence and the confidence of potential homebuyers in particular;\n\u2022demographic trends;\n\u2022changes in energy prices;\n\u2022housing demand from population growth, household formation and other demographic changes, among other factors;\n\u2022U.S. and global financial system and credit market stability;\n\u2022private party and governmental residential consumer mortgage loan programs, and federal and state regulation of lending and appraisal practices;\n\u2022federal and state personal income tax rates and provisions, including provisions for the deduction of residential consumer mortgage loan interest payments and other expenses;\n\u2022the supply of and prices for available new or existing homes (including lender-owned homes acquired through foreclosures and short sales) and other housing alternatives, such as apartments and other residential rental property;\n\u2022homebuyer interest in our current or new product designs and community locations, and general consumer interest in purchasing a home compared to choosing other housing alternatives; and\n\u2022real estate taxes.\nThese above conditions, among others, are complex and interrelated. Adverse changes in such business conditions may have a significant negative impact on our business. The negative impact may be national in scope but may also negatively affect some of the regions or markets in which we operate more than others. When such adverse conditions affect any of our larger markets, those conditions could have a proportionately greater impact on us than on some other homebuilding companies. We cannot predict their occurrence or severity, nor can we provide assurance that our strategic responses to their impacts would be successful.\nIn the event of a downturn in the homebuilding and mortgage lending industries, or if the national economy weakens, we could experience declines in the market value of our inventory and demand for our homes, which could have a significantly negative impact on our gross margins from home sales and financial condition and results of operations. Additional external factors, such as foreclosure rates, mortgage pricing and availability, and unemployment rates, could also negatively impact our results.\nPotential customers may be less willing or able to buy our homes if any of these conditions have a negative impact on the homebuilding industry. In the future, our pricing strategies may be li", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax rate. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01045", "source": "edgar", "source_license": "public_domain", "text": "Item 6\nITEM 6. SELECTED FINANCIAL DATA\nFINANCIAL HIGHLIGHTS\n(a)\nGitHub has been included in our consolidated results of operations starting on the October 25, 2018 acquisition date.\n(b)\nIncludes a $2.6 billion net income tax benefit related to intangible property transfers and a $157 million net charge related to the enactment of the Tax Cuts and Jobs Act (\u201cTCJA\u201d), which together increased net income and diluted earnings per share (\u201cEPS\u201d) by $2.4 billion and $0.31, respectively. Refer to Note 12 - Income Taxes of the Notes to Financial Statements (Part II, Item 8 of this Form 10-K) for further discussion.\n(c)\nIncludes a $13.7 billion net charge related to the enactment of the TCJA, which decreased net income and diluted EPS by $13.7 billion and $1.75, respectively. Refer to Note 12 - Income Taxes of the Notes to Financial Statements (Part II, Item 8 of this Form 10-K) for further discussion.\n(d)\nReflects the impact of the adoption of new accounting standards in fiscal year 2018 related to revenue recognition and leases.\n(e)\nLinkedIn has been included in our consolidated results of operations starting on the December 8, 2016 acquisition date.\n(f)\nIncludes $306 million of employee severance expenses primarily related to our sales and marketing restructuring plan, which decreased operating income, net income, and diluted EPS by $306 million, $243 million, and $0.04, respectively.\n(g)\nIncludes $630 million of asset impairment charges related to our Phone business and $480 million of restructuring charges associated with our Phone business restructuring plans, which together decreased operating income, net income, and diluted EPS by $1.1 billion, $895 million, and $0.11, respectively.\nPART II\nItem 7", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax benefit. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01046", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nThe information appearing under \u201cCompensation Discussion and Analysis,\u201d \u201cCompensation Committee Report,\u201d \u201cExecutive Compensation Information\u201d and \u201cCompensation Committee Interlocks and Insider Participation\u201d in the 2021 Proxy Statement is hereby incorporated by reference in response to this Item 11.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1690680_2020.htm (CIK: 1690680, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01047", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A.\nQUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.\nThe Company is exposed to a variety of market risks, including interest rates and currency exchange rates. The Company attempts to actively manage these risks. See the information under \u201cManagement\u2019s Discussion and Analysis\u201d beginning on page 24, under \u201cFinancial Instrument Market Risk Information\u201d on page 38 and in Note 27 to the Consolidated Financial Statements.\nITEM 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 315189_2020.htm (CIK: 315189, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01048", "source": "edgar", "source_license": "public_domain", "text": "Item 7.\nManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\nThis Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations (\u201cMD&A\u201d) should be read in conjunction with the financial statements and notes to the financial statements contained in this Annual Report. Additionally, this MD&A contains various \u201cforward-looking statements\u201d within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, and within the Private Securities Litigation Reform Act of 1995, as amended, which relate to future events or future performance. For a discussion of the forward-looking statements contained herein, please refer to the Cautionary Note Regarding Forward-Looking Statements contained in this Annual Report, which is incorporated by reference herein.\nIntroduction\nThe Trust issues shares that represent units of fractional undivided beneficial interest in the Trust. The Trust\u2019s investment objective is for the Shares to reflect the performance of the price of gold less the expenses of the Trust\u2019s operations. The Trust is not actively managed. The Trust\u2019s fiscal year-end\nis December 31.\nInvesting in the Shares does not insulate the investor from risks, including price volatility. The following table illustrates the movement in the NAV of the Shares against the corresponding gold price (per 1/100 of an oz. of gold) since inception:\nSource: Bloomberg, LBMA Gold Price PM USD versus AAAU NAV Index, August 15, 2018 - December 31, 2020\nThe divergence of the NAV per share from the gold price over time reflects the cumulative effect of the Trust expenses that arise if an investment had been held since inception.\nCritical Accounting Policy\nIn preparing financial statements in conformity with GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amount of revenue and expenses reported during the period. Actual results could differ from these estimates.\nThe following is a summary of significant accounting policies followed by the Trust. Please refer to Note 2 to the Financial Statements included elsewhere in this Annual Report for further discussion of our accounting policies.\nValuation of Gold and Computation of Net Asset Value\nThe Trustee determines the Net Asset Value of the Trust on each day that the NYSE Arca is open for regular trading, as promptly as practical after 4:00 p.m. New York City time. The Net Asset Value of the Trust is the aggregate value of gold and other assets, if any, of the Trust (other than any amounts credited to the Trust\u2019s reserve account, if any) including cash, if any, less liabilities of the Trust, which include estimated accrued but unpaid fees, expenses and other liabilities. In determining the Trust\u2019s Net Asset Value, the Trustee values the gold held by the Trust based on the LBMA Gold Price PM. The LBMA Gold Price PM is set at 3:00 p.m. London time via an auction independently operated and administered by ICE Benchmark Administration (\u201cIBA\u201d). The price is set in U.S. dollars per fine troy ounce (\u201cfine ounce\u201d). If no LBMA Gold Price PM or LBMA Gold Price AM is available for the day, the Trustee values the Trust\u2019s gold based on the most recently announced LBMA Gold Price PM or LBMA Gold Price AM. If the Sponsor determines that such price is inappropriate to use, it must identify an alternate basis for evaluation to be employed by the Trustee. The Sponsor may instruct the Trustee to use a different price which is reasonably available to the Trustee at no cost to the Trustee that the Sponsor determines to represent fairly the commercial value of the Trust\u2019s gold. At December 31, 2020, the LBMA Gold Price AM was utilized.\nUnder the Custody Agreement, the Custodian has agreed to allow the Sponsor, Trustee and their identified representatives, independent public accountan", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1708646_2020.htm (CIK: 1708646, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01049", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors.\nOur business, results of operations, financial condition, liquidity and ability to pay distributions could be materially adversely affected by various risks and uncertainties, including the conditions discussed below. These risk factors may affect our actual operating and financial results and could cause such results to differ materially from our expectations as expressed in any forward-looking statements. You should not consider this list exhaustive. New risk factors emerge periodically and we cannot assure you that the factors described below list all risks that may become material to us at any later time.\nRisks Related to Our Business and Operations\nThe effects of the COVID-19 pandemic materially and adversely affected us, and are expected to continue to do so for the foreseeable future.\nThe full extent of the effects of the COVID-19 pandemic on the Company's business for the foreseeable future cannot be\nWLT 2020 10-K - 8\npredicted with certainty. As of the date of this Report, the majority of our 31 hotels are operating at significantly reduced levels of occupancy, staffing and expenses, and operations at one hotel remain fully suspended. The Company has incurred and will continue to incur significant costs related to the reductions in service at the hotels, primarily as a result of employee terminations or furlough arrangements.\nAs discussed further below under \u201cRisks Related to Our Indebtedness and Financing Arrangements,\u201d we have substantial indebtedness. We have sought relief from all of our lenders to defer interest and principal payments and temporarily waive the application of certain cash flow covenants. As of December 31, 2020, we have effectively entered into cash management agreements with the lenders on 27 of our 29 Consolidated Hotel mortgage loans either because the minimum debt service coverage ratio was not met or as a result of a loan modification agreement. In addition, of the $2.2 billion of indebtedness outstanding as of December 31, 2020 for our Consolidated Hotels, approximately $811.4 million is scheduled to mature during the 12 months after the date of this Report. This indebtedness is non-recourse mortgage indebtedness. If the Company's lenders do not provide covenant relief or if the Company is unable to repay, refinance or extend any such indebtedness, the lenders may declare events of default and seek to foreclose on the underlying hotels or we may also seek to surrender properties back to the lender.\nThe Company expects that its operations for the foreseeable future will continue to be significantly impacted by the COVID-19 pandemic. Even when all of our hotels are able to reopen fully, we expect demand for our hotels to recover slowly and over time. The time it takes for our hotels to recover will be impacted by, among other matters, the spread of COVID-19, resurgences and new strains of COVID-19, the fear of its spread, and government and/or company-imposed quarantines, restrictions on and increased regulation of hotel operations, and limitations on travel and large gatherings. In addition, the distribution of the COVID-19 vaccines and their impact on the COVID-19 pandemic will be factors in the recovery of our hotels, including the vaccines\u2019 actual or perceived effectiveness, rate of deployment by state, federal and local governments, general acceptance by the public, effect on public and government attitudes toward quarantines, and restrictions on travel, businesses and consumers. In addition, resurgences of COVID-19 in certain areas where our hotels are located may cause us to have to suspend operations at hotels that have remained open or reopened until the resurgence subsides. The Company has already incurred and may incur additional or continuing material costs to reconfigure the layout of its properties, add cleaning services and systems, and take other steps to seek to address customer concerns. Additionally, the disruption to our business caused by the COVID-1", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1609471_2020.htm (CIK: 1609471, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01050", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures about Market Risk\nSmaller reporting companies are not required to provide the information required by this item.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 945983_2020.htm (CIK: 945983, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01051", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A.\nRISK FACTORS\nInvesting in our common stock involves a high degree of risk. You should carefully consider the following risk factors, as well as the other information contained in this report, before deciding whether to invest in shares of our common stock. If any of the following risks actually occur, our business, financial condition, operating results, and prospects would suffer. In that case, the trading price of our common stock would likely decline and you might lose all or part of your investment in our common stock. The risks described below are not the only ones we face. Additional risks that we currently do not know about or that we currently believe to be immaterial may also impair our operations and business results.\nA substantial portion of our revenue is derived from a few customers. If we were to lose a key customer, it would have a material adverse effect on our business, financial condition, and results of operations.\nIn fiscal 2020, our top 20 customers accounted for 99% of our sales, with our current largest customer accounting for 65% of our sales. This customer has made purchase commitments to us through a supply agreement to purchase surgical handpieces through calendar 2021. We provide this customer with a device used primarily in elective surgeries and although this customer has not requested a reduction or delay to their planned shipments, if the COVID-19 pandemic continues to adversely impact the United States and other markets where our products are sold, coupled with the recommended deferrals of elective procedures by governments and other authorities, we would expect to see a decline in demand from our principal customer. The loss of this customer or any of our significant customers would severely impact us, including having a material adverse effect on our business, financial condition, cash flows, revenue, and results of operations.\nThe COVID-19 Pandemic, or the perception of its effects, could have a material adverse effect on our business and results of operations.\nTo date, COVID-19 has not had a material adverse impact on our business or results of operations, but due to the uncertainties surrounding this pandemic, it may adversely impact us in the future. We may experience disruptions in our supply chain and critical suppliers may delay or be unable to deliver products we have ordered. Additionally, our customers could reduce planned orders, request cancelations of existing orders, and/or delay payment to us due to financial hardship they may experience as a result of this healthcare and resulting economic crisis. Therefore, it is impossible at this time to predict the ultimate short-term or long-term impact of the pandemic on our business.\nThe ability of our employees to work may be significantly impacted by the COVID-19 crisis.\nOur employees are being affected by the COVID-19 pandemic. Some of our office and management personnel are working remotely, but our employees engaged in manufacturing and assembly are continuing to work at our corporate headquarters. The health of our workforce is of primary concern and we may need to enact further precautionary measures to help minimize the risk of our employees being exposed to the coronavirus. Further, our management team is focused on mitigating the adverse effects of the COVID-19 pandemic, which has required and will continue to require a large investment of time and resources across the entire Company, thereby diverting their attention from other priorities that existed prior to the outbreak of the pandemic. To date, we have had a total of six employees including one temporary agency worker test positive for COVID-19. As of August 18, 2020, all six have made full recoveries and returned to work subsequent to obtaining a negative COVID-19 test and a doctor\u2019s release. If more of our employees test positive for COVID-19, or these conditions worsen, or last for an extended period of time, our ability to manage our business may be impaired,", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 788920_2020.htm (CIK: 788920, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01052", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nInvesting in our common stock involves a high degree of risk. Any of the following risks could have an adverse effect on our business, results of operations and financial condition. The following risks could cause the trading price of our common stock to decline, which would cause you to lose all or part of your investment. You should carefully consider these risks, all of the other information in this report, including our consolidated financial statements, the notes thereto and the section entitled \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations,\u201d including our consolidated financial statements, the notes thereto and the section entitled \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations,\u201d and general economic and business risks before making a decision to invest in our common stock. While we believe the risks described below include all material risks currently known by us, it is possible that these may not be the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations.\nRisks Related to Our Business\nThe global COVID-19 pandemic has and may continue to adversely impact our business operations, financial performance and results of operations.\nThe ongoing COVID-19 pandemic has spread across the globe and is significantly impacting worldwide economic activity and increasing economic uncertainty. Concerns over the economic impact of the COVID-19 pandemic have caused extreme volatility in financial and other capital markets which has and may continue to adversely impact our stock price as well as our ability to access capital markets. If funds become unavailable, we cannot be sure that we will be able to maintain the necessary levels of funding to retain current levels of originations without incurring higher funding costs, a reduction in the term of funding instruments or increasing the rate of whole loan sales or be able to access funding at all. If we are unable to arrange financing on favorable terms, we may not be able to grow our business as planned and we may have to further curtail our origination of loans, which could result in volatility in our results of operations, financial condition and cash flows.\nMany of our customers have been and may continue to become impacted by recommendations and/or mandates from federal, state, and local authorities to stay home (\"shelter in place\" or \"safer at home\" orders). These events have caused and may continue to cause a significant increase in unemployment, decreased consumer spending and economic deterioration. In addition, the continued impact of the COVID-19 pandemic has adversely affected our business in a number of ways, including a decreased demand for our products, which, combined with our credit tightening, has decreased originations, which could negatively impact our liquidity position and our growth strategy. This crisis has left some of our customers unable to make payments and has resulted in increased delinquencies and charge-offs and may cause other unpredictable and adverse events. If the pandemic continues or worsens, there may be continued or heightened impact on demand for our loans and on our customers\u2019 ability to repay their loans.\nSimilar to relief options we have previously offered to customers impacted by natural disasters such as hurricanes and wildfires, we have and are continuing to offer payment relief options to customers impacted by the COVID-19 pandemic, including emergency hardship programs, reduced payment plans, late fee waivers and other customer accommodations. Unlike the relief options offered for natural disasters, which were limited to the affected geographies, COVID-19 related relief is being offered in all states in which we do business and has and may continue to adversely affect our business, financial condition, results of operations, and cash fl", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1538716_2020.htm (CIK: 1538716, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01053", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11.\nEXECUTIVE COMPENSATION\nInformation required by this item is incorporated by reference to the information contained under the headings \u201cCompensation of Directors\u201d and \u201cCompensation Discussion and Analysis\u201d in the Definitive Proxy Statement.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1019671_2020.htm (CIK: 1019671, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01054", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nInvesting in our Class A common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described below, together with all of the other information in this Annual Report on Form 10-K, including the section titled \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d and our consolidated financial statements and accompanying notes, before making a decision to invest in our Class A common stock. Our business, financial condition, results of operations, or prospects could also be harmed by risks and uncertainties not currently known to us or that we currently do not believe are material. If any of the risks actually occur, our business, financial condition, results of operations, and prospects could be adversely affected. In that event, the trading price of our Class A common stock could decline, and you could lose part or all of your investment.\nRisk Factor Summary\nOur business is subject to numerous risks and uncertainties that you should consider before investing in our Class A common stock. These risks are described more fully below and include, but are not limited to, risks relating to the following:\n\u2022\nwe have incurred losses each year and we may not become profitable in the future;\n\u2022\nwe may not be able to sustain our revenue growth rate;\n\u2022\nour sales efforts involve considerable time and expense and our sales cycle is often long and unpredictable;\n\u2022\na limited number of customers account for a substantial portion of our revenue;\n\u2022\nour results of operations and our key business measures are likely to fluctuate significantly on a quarterly basis;\n\u2022\nseasonality may cause fluctuations in our results of operations and position;\n\u2022\nour platforms are complex and may have a lengthy implementation process;\n\u2022\nwe may not successfully develop and deploy new technologies to address the needs of our customers;\n\u2022\nour platforms must operate with third-party products and services;\n\u2022\nwe may be unable to hire, retain, train, and motivate qualified personnel and senior management and deploy our personnel and resources to meet customer demand;\n\u2022\nwe may be unable to successfully build, expand, and deploy our marketing and sales organization;\n\u2022\nwe may not able to maintain and enhance our brand and reputation;\n\u2022\nunfavorable news or social media coverage may harm our reputation and business;\n\u2022\nexclusive arrangements or unique terms with customers or partners may result in significant risks or liabilities to us;\n\u2022\nwe face intense competition in our markets;\n\u2022\nwe may be unable to maintain or properly manage our culture as we grow;\n\u2022\nwe may not enter into relationships with potential customers if we consider their activities to be inconsistent with our organizational mission or values;\n\u2022\njoint ventures, channel sales relationships, platform partners and strategic alliances may be unsuccessful;\n\u2022\nwe may not be successful in executing our strategy to increase our sales to larger customers;\n\u2022\nbreach of the systems of any third parties upon which we rely, our customers\u2019 cloud or on-premises environments, or our internal systems or unauthorized access to data;\n\u2022\nthe COVID-19 pandemic may continue to significantly affect our business and operations;\n\u2022\nthe market for our platforms and services may develop more slowly than we expect;\n\u2022\nissues in the use of artificial intelligence in our platforms may result in reputational harm or liability;\n\u2022\nwe depend on computing infrastructure of third parties and they may experience errors, disruption, performance problems, or failure;\n\u2022\nwe may fail to adequately obtain, maintain, protect and enforce our intellectual property and other proprietary rights;\n\u2022\nwe may be subject to intellectual property rights claims;\n\u2022\nthere may be real or perceived errors, failures, defects or bugs in our platforms;\n\u2022\nwe rely on the availability of third-party technology that may be difficult to replace or that may cause errors;\n\u2022\nour business is s", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1321655_2020.htm (CIK: 1321655, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01055", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. RISK FACTORS.\nThe Company\u2019s limited operating history may not serve as an adequate basis to judge its future prospects and results of operations. The Company has a relatively limited operating history. Its limited operating history makes it difficult for investors to evaluate its business. An investor in its securities must consider the risks, uncertainties and difficulties frequently encountered by companies in rapidly evolving markets.\nThe Company will need additional financing to fully implement its business plan. There are no assurances that additional financing will be available on favorable terms, or at all. If additional financing is not available, the Company will need to reduce, defer or cancel development programs, planned initiatives and overhead expenditures. The failure to adequately fund its capital requirements could have a material adverse effect on the Company\u2019s business, financial condition and results of operations. Moreover, the sale of additional equity securities to raise financing will result in additional dilution to the Company\u2019s stockholders and incurring additional indebtedness could involve the imposition of covenants that restrict the Company\u2019s operations.\nThe Company may not successfully manage its growth. The Company\u2019s success will depend upon the expansion of its operations and the effective management of its growth, which will place a significant strain on its management and on its administrative, operational and financial resources. To manage this growth, the Company must expand its facilities, augment its operational, financial and management systems, and hire and train additional qualified personnel. If it is unable to manage its growth effectively, its business would be harmed.\nThe Company relies on key executive officers, and their knowledge of its business and technical expertise would be difficult to replace. The Company is highly dependent on its executive officers: its Chairman and Chief Executive Officer, E. Thomas Layton and its Vice-Chairman, President and CFO, Paul O. Williams. If one or more of the Company's senior executives or other key personnel are unable or unwilling to continue in their present positions, the Company has developed a succession plan.\nThe Company may never pay dividends to its common stockholders. The Company currently intends to retain its future earnings to support operations and to finance expansion; accordingly, the Company does not anticipate paying any cash dividends in the foreseeable future. The declaration, payment and amount of any future dividends on common stock will be at the discretion of the Company\u2019s Board of Directors, and will depend upon, among other things, earnings, financial condition, capital requirements, level of indebtedness and other considerations the Board of Directors considers relevant. There is no assurance that future dividends will be paid on common stock or, if dividends are paid, the amount thereof.\nThe Company may be unable to successfully integrate future acquisitions with its operations or realize all of the anticipated benefits of such acquisitions. The Company hopes to be able to grow in part through acquisitions, though there can be no assurance that it will be able to do so. Failure to successfully integrate future acquisitions, if any, in a timely manner may have a material adverse effect on its business, financial condition, results of operations, and cash flows. The difficulties of combining acquired operations include, among other things:\n\u2022 operating a significantly larger combined organization;\n\u2022 consolidating corporate technological and administrative functions;\n\u2022 integrating internal controls and other corporate governance matters; and\n\u2022 diverting management\u2019s attention from other business concerns.\nIn addition, the Company may not realize all of the anticipated benefits from future acquisitions, if any, such as increased earnings, cost savings, and revenue enhancements, for various reasons, including ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1740695_2020.htm (CIK: 1740695, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01056", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nSummary Compensation Table\nThe following table summarizes the compensation earned during the years ended December 31, 2020 and 2019, by the individuals who served as our Chief Executive Officer and Chief Financial Officer during any part of fiscal year 2020 or any other executive officer with total compensation in excess of $100,000 during fiscal year 2020. The individuals listed in the table below are referred to as the \u201cnamed executive officers\u201d.\n(1)Mr. Hu was appointed as CEO and President of the Company on June 29, 2007.\n(2) Mr. Lim was appointed as the Company\u2019s CFO, effective May 15, 2020.\n(3) Ms. Zhu was appointed as the Company\u2019s interim CFO, effective January 29, 2019 and resigned from that position on May 15, 2020. Ms. Zhu\u2019s compensation disclosed above reflects the compensation she received during her employment with the Company as interim CFO.\n(4) The amounts in this column reflect the aggregate grant date fair value under FASB ASC Topic 718 of awards made during the respective year.\nSalary and Incentive Compensation\nIn fiscal 2020, the primary components of our executive compensation programs were base salary and equity compensation.\nSalary\nWe use base salary to fairly and competitively compensate our executives, including the named executive officers, for the jobs we ask them to perform. We view base salary as the most stable component of our executive compensation program, as this amount is not at risk. We believe that the base salaries of our executives should be targeted at or above the median of base salaries for executives in similar positions with similar responsibilities at comparable companies, consistent with our compensation philosophy. At the end of the year, each executive\u2019s performance is evaluated by our Compensation Committee, which takes into account the individual\u2019s performance, responsibilities of the position, adherence to our core values, experience, and external market conditions and practices.\nIncentive Compensation\nWe believe it is a customary and competitive practice to include an equity-based element of compensation to the overall compensation package for our named executive officers. We believe that a significant portion of the compensation paid to our named executive officers should be performance -based and therefore at risk. Awards made are granted under the Kandi Technologies Group, Inc. Omnibus Long-Term Incentive Plan (the \u201cPlan\u201d).\nAt our 2008 annual shareholders meeting, our stockholders approved the adoption of the Plan. As of December 31, 2020, 2,600,000 options have been granted under the Plan to the Company\u2019s employees and directors, of which 2,593,332 have been exercised, and 6,668 have been forfeited.\nPursuant to Pre-Approved Award Grant Sub-Plan approved by the Board of Directors December 30, 2013 and modified on July 25, 2014, if the Non-GAAP net income in one year increases by 10% compared with the previous year, the total of 335,000 shares of the common stock from the Plan (as disclosed in details in the next paragraph below) to be granted to certain employees (management of the Company is authorized to determine list of employees and stock amount rewarded based on position adjustment of employees, performance and tenure of each employee in that year) will be granted for that year; if the Non-GAAP net income in one year is less than the Non-GAAP net income in the previous year, then no stock will be granted in that year; if the Non-GAAP net income in one year is 10% less than or 10% more than the Non-GAAP net income in the previous year, then the stock grant amount will decrease or increase according to the Non-GAAP net income decrease or increase percentage, but the total amount rewarded may not be over 200%.\nOn May 20, 2015, the shareholders of the Company approved an increase of 9,000,000 shares under the Plan at its annual meeting. The fair value of each award granted under the Plan is determined based upon the closing price of the Com", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1316517_2020.htm (CIK: 1316517, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01057", "source": "edgar", "source_license": "public_domain", "text": "Item 7.\nTrustee\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\nThe following review of the trust\u2019s financial condition and results of operations should be read in conjunction with the financial statements and notes thereto. The trust\u2019s purpose is, in general, to hold the net profits interest, to distribute to the trust unitholders cash that the trust receives in respect of the net profits interest, and to perform certain administrative functions in respect of the net profits interest and the trust units. The trust derives substantially all of its income and cash flows from the net profits interest.\nCritical Accounting Policies\nThe trust uses the modified cash basis of accounting to report receipts by the trust of the net profits interest and payments of expenses incurred. The net profits interest represents the right to receive revenues\n(oil and natural gas sales), less direct operating expenses (lease operating expenses and production and property taxes) and development expenses (which are capitalized in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (\u201cU.S. GAAP\u201d)) of the underlying properties, times 80%. Cash distributions of the trust will be made based on the amount of cash received by the trust pursuant to terms of the conveyance creating the net profits interest.\nThe financial statements of the trust, as prepared on a modified cash basis, reflect the trust\u2019s assets, trust corpus, earnings and distributions as follows:\n(a)\nIncome from the net profits interest is recorded when distributions are received by the trust;\n(b)\nDistributions to trust unitholders are recorded when paid by the trust;\n(c)\nTrust general and administrative expenses (which include the trustee\u2019s fees as well as accounting, engineering, legal and other professional fees) are recorded when paid;\n(d)\nCash reserves for trust expenses may be established by the trustee for certain expenditures that would not be recorded as contingent liabilities under U.S. GAAP;\n(e)\nAmortization of the investment in net profits interest, calculated using the units-of-production method based upon total estimated proved reserves, is charged directly to trust corpus and does not affect distributable income; and\n(f)\nThe trust evaluates its investment in the net profits interest periodically to determine whether its aggregate value has been impaired below its total capitalized cost based on the underlying properties. The trust will provide a write-down to its investment in the net profits interest if and when total capitalized costs, less accumulated amortization, exceed undiscounted future net cash flows attributable to the trust\u2019s interests in the proved oil and gas reserves of the underlying properties.\nWhile these statements differ from financial statements prepared in accordance with U.S. GAAP, the modified cash basis of reporting revenues and distributions is considered most meaningful because quarterly distributions to the trust unitholders are based on net cash receipts received from VOC Brazos.\nThis comprehensive basis of accounting other than U.S. GAAP corresponds to the accounting permitted for royalty trusts by the SEC as specified by Staff Accounting Bulletin Topic 12:E, Financial Statements of Royalty Trusts.\nThe following is a summary of income from net profits interest received by the trust for the years ended December 31, 2018, 2019 and 2020, consisting of the February, May, August and November distributions for each respective year.\n(1)\nOil and gas sales volumes and related revenues for the year ended December 31, 2018 (consisting of VOC Brazos\u2019 February, May, August and November 2018 net profits interest distributions to the trust) generally represent the production by VOC Brazos from September 2017 through August 2018.\n(2)\nOil and gas sales volumes and related revenues for the year ended December 31, 2019 (consisting of VOC Brazos\u2019 February, May, August and N", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1505413_2020.htm (CIK: 1505413, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01058", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nYou should read the following discussion of our results of operations and financial condition in conjunction with our financial statements and related notes, \u201cRisk Factors,\u201d \u201cSelected Financial Data,\u201d and \u201cBusiness\u201d included elsewhere in this Annual Report on Form 10-K. This discussion contains forward-looking statements that involve risks and uncertainties. The forward-looking statements are not historical facts, but rather are based on current expectations, estimates, assumptions and projections about our industry, business and future financial results. Our actual results could differ materially from the results contemplated by these forward-looking statements due to a number of factors, including those discussed in the sections of this Annual Report on Form 10-K entitled \u201cRisk Factors\u201d and \u201cForward-Looking Statements.\u201d\nIntroduction\nWe are a commercial real estate (\u201cCRE\u201d) credit real estate investment trust (\u201cREIT\u201d) focused on originating, acquiring, financing and managing a diversified portfolio consisting primarily of CRE debt investments and net leased properties predominantly in the United States. CRE debt investments primarily consist of first mortgage loans, which we expect to be our primary investment strategy. Additionally, we may also selectively originate mezzanine loans and make preferred equity investments, which may include profit participations. The mezzanine loans and preferred equity investments may be in conjunction with our origination of corresponding first mortgages on the same properties. Net leased properties consist of CRE properties with long-term leases to tenants on a net-lease basis, where such tenants generally will be responsible for property operating expenses such as insurance, utilities, maintenance capital expenditures and real estate taxes. We will continue to target net leased equity investments on a selective basis. We also currently have investments in CRE debt securities primarily consisting of commercial mortgage-backed securities (\u201cCMBS\u201d) (including \u201cB pieces\u201d of a CMBS securitization pool) or CRE collateralized loan obligations (\u201cCLOs\u201d) (including the junior tranches collateralized by pools of CRE debt investments). However, we have continued to reduce our CMBS holdings since the second quarter of 2020, and have two available for sale CMBS securities in addition to our \u201cB pieces\u201d of a CMBS securitization pool at December 31, 2020. Additionally, we have fully repaid any remaining CMBS securities repurchase financing. Any future investments in more highly rated investment grade CRE debt securities would be selective and opportunistic.\nWe were organized in the state of Maryland on August 23, 2017. On January 31, 2018, we completed the Combination among the CLNY Contributed Portfolio, the RED REIT Contributed Entities, NorthStar I and NorthStar II, and the other related transactions, in an all-stock exchange. We elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended, beginning with our taxable year ended December 31, 2018. We conduct all our activities and hold substantially all our assets and liabilities through our operating subsidiary, Credit RE Operating Company, LLC (the \u201cOP\u201d). At December 31, 2020, we owned 97.7% of the OP, as its sole managing member. The remaining 2.3% is owned primarily by our affiliate as noncontrolling interests.\nWe are externally managed by a subsidiary of Colony Capital, a New York Stock Exchange (\u201cNYSE\u201d)-listed global real estate and investment management firm. As of December 31, 2020, Colony Capital owned approximately 36.5% of our common equity on a fully diluted basis.\nOur Business Segments\nWe present our business segments as follows:\n\u2022Core Portfolio, which consists of the following four segments:\n\u25e6Senior and Mezzanine Loans and Preferred Equity-CRE debt investments including senior mortgage loans, mezzanine loans, and preferred equity ", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: irs, internal revenue. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01059", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. RISK FACTORS\nYou should consider carefully all of the risks described below, which we believe are the principal risks that we face and of which we are currently aware, and all of the other information contained in this report. If any of the events or developments described below occur, our business, financial condition or results of operations could be negatively affected. The risks described below do not include risks relating to our proposed Business Combination with Payoneer. For a description of such risks, please see the registration statement on Form S-4 filed by New Starship with the Securities and Exchange Commission on February 16, 2021.\nRisks Relating to our Search for, Consummation of, or Inability to Consummate, a Business Combination and Post-Business Combination Risks\nOur public shareholders may not be afforded an opportunity to vote on our proposed business combination, which means we may consummate our initial business combination even though a majority of our public shareholders do not support such a combination.\nWe may not hold a shareholder vote to approve our initial business combination unless the business combination would require shareholder approval under applicable Cayman Islands law or the rules of Nasdaq or if we decide to hold a shareholder vote for business or other legal reasons. Examples of transactions that would not ordinarily require shareholder approval include asset acquisitions and share purchases, while transactions such as direct mergers with our company or transactions where we issue more than 20% of our outstanding shares would require shareholder approval. For instance, the Nasdaq rules currently allow us to engage in a tender offer in lieu of a general meeting but would still require us to obtain shareholder approval if we were seeking to issue more than 20% of our outstanding shares to a target business as consideration in any business combination. Therefore, if we were structuring a business combination that required us to issue more than 20% of our outstanding shares, we would seek shareholder approval of such business combination. Except as required by law or Nasdaq rules, the decision as to whether we will seek shareholder approval of a proposed business combination or will allow shareholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors, such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek shareholder approval. Accordingly, we may consummate our initial business combination even if holders of a majority of the public shares do not approve of the business combination we consummate.\nIf we seek shareholder approval of our initial business combination, our sponsor, directors and officers have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote.\nUnlike other blank check companies in which the initial shareholders agree to vote their founder shares in accordance with the majority of the votes cast by the public shareholders in connection with an initial business combination, our sponsor, officers and directors have agreed (and their permitted transferees will agree), pursuant to a letter agreement entered into with us, to vote any founder shares and any placement shares, as well as any public shares purchased during or after the initial public offering, in favor of our initial business combination. Our initial shareholders own shares representing 22.2% of our issued and outstanding ordinary shares, including placement shares. Accordingly, if we seek shareholder approval of our initial business combination, it is more likely that the necessary shareholder approval will be received than would be the case if our sponsor, officers and directors agreed to vote their founder shares, placement shares and public shares in accordance with the majority of the votes cast by our public ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1816090_2020.htm (CIK: 1816090, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01060", "source": "edgar", "source_license": "public_domain", "text": "Item 1A.\nRisk Factors\nInvesting in our common stock involves a high degree of risk. You should carefully consider the following risk factors and all other information contained or incorporated by reference in this Annual Report on Form 10-K. The risks and uncertainties described below are not the only risks faced by the Company. Additional risks and uncertainties that we are unaware of, or that we currently deem immaterial may become important factors that affect us. If any of such risks or the risks described below occur, either alone or taken together occur, our business, financial condition or results of operations could be materially and adversely affected. In that case, the trading price of our common stock could decline, and you may lose some or all of your investment.\nRisks Related to Our Business and Industry\nOur business plan relies on certain assumptions pertaining to the market for our products that, if incorrect, may adversely affect our growth and profitability.\nWe allocate resources based on assumptions about trends in the development of and treatment for spine disorders and the resulting demand for our products. Our assumptions with respect to an aging population, access to broad medical coverage and longer life expectancy may not be accurate. Increasing awareness and use of non-invasive treatments and other shifts in technologies and treatments, emergence of new biological or synthetic materials and acceptance of emerging technologies and procedures could adversely affect demand for our products. If our assumptions prove to be incorrect or if alternative treatments to those we offer gain further acceptance, then demand for our products could be significantly less than we anticipate and we may not be able to achieve or sustain growth or profitability.\nWe are in a highly competitive market segment, face competition from large, well-established medical device companies with significant resources, and may not be able to compete effectively.\nThe market in which we operate is highly competitive, subject to rapid technological change and affected by new products and market activities of industry participants. Our competitors include numerous large and well-capitalized companies such as Medtronic Sofamor Danek, a subsidiary of Medtronic; Depuy Spine, a subsidiary of Johnson & Johnson; Stryker; NuVasive; Zimmer Biomet; Globus and SeaSpine Holdings Corp. Several of our competitors enjoy competitive advantages over us, including:\n\u2022\nmore established relationships with healthcare providers, distribution networks and healthcare payers;\n\u2022\nbroader product offerings, name recognition, more recognizable product trademarks, intellectual property portfolios;\n\u2022\ngreater resources for product research and development, clinical data, patent litigation, and launching, marketing, distributing and our selling products; and\n\u2022\ngreater experience in obtaining and maintaining FDA and other regulatory clearances or approvals for products and product enhancements.\nIn addition, at any time our current competitors or other companies may develop alternative treatments, products or procedures for the treatment of spine disorders that compete directly or indirectly with our products, including ones that prove to be superior to our spine surgery products. For these reasons, we may not be able to compete successfully against our existing or potential competitors. Any such failure could lead us to further modify our strategy, lower our prices, increase the commissions we pay on sales of our products and have a significant adverse effect on our business, financial condition and results of operations.\nA significant percentage of our revenues are derived from the sale of our systems that include polyaxial pedicle screws.\nNet sales of our systems that include polyaxial pedicle screws represented approximately 50% our net sales for both 2019 and 2020 and will continue to be significant in the future. A decline in sales of these systems for any reason would", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1350653_2020.htm (CIK: 1350653, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01061", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nThe following discussion addresses information pertaining to the financial condition and results of operations of Westamerica Bancorporation and subsidiaries (the \u201cCompany\u201d) that may not be otherwise apparent from a review of the consolidated financial statements and related footnotes. It should be read in conjunction with those statements and notes found on pages 50 through 92, as well as with the other information presented throughout this Report.\nCritical Accounting Policies\nThe Company\u2019s consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America and follow general practices within the banking industry. Application of these principles requires the Company to make certain estimates, assumptions, and judgments that affect the amounts reported in the financial statements and accompanying notes. These estimates, assumptions, and judgments are based on information available as of the date of the financial statements; accordingly, as this information changes, the financial statements could reflect different estimates, assumptions, and judgments. Certain accounting policies inherently have a greater reliance on the use of estimates, assumptions and judgments and as such have a greater possibility of producing results that could be materially different than originally reported. Estimates, assumptions and judgments are necessary when assets and liabilities are required to be recorded at fair value, when a decline in the value of an asset not carried on the financial statements at fair value warrants an impairment writedown or valuation reserve to be established, or when an asset or liability needs to be recorded contingent upon a future event. Carrying assets and liabilities at fair value inherently results in more financial statement volatility. The fair values and the information used to record valuation adjustments for certain assets and liabilities are based either on quoted market prices or are provided by other third-party sources, when available.\nThe most significant accounting policies followed by the Company are presented in Note 1 to the consolidated financial statements. These policies, along with the disclosures presented in the other financial statement notes and in this discussion, provide information on how significant assets and liabilities are valued in the financial statements and how those values are determined. Based on the valuation techniques used and the sensitivity of financial statement amounts to the methods, assumptions, and estimates underlying those amounts, Management has identified the allowance for credit losses accounting to be the accounting area requiring the most subjective or complex judgments, and as such could be most subject to revision as new information becomes available. A discussion of the factors affecting accounting for the allowance for credit losses and purchased loans is included in the \u201cLoan Portfolio Credit Risk\u201d discussion below.\nFinancial Overview\nWestamerica Bancorporation and subsidiaries\u2019 (collectively, the \u201cCompany\u201d) reported net income of $80.4 million or $2.98 diluted earnings per common share in 2020. The COVID-19 coronavirus pandemic began in the United States and California in the first quarter 2020 and continued to cause escalating infections in the United States through the fourth quarter 2020. In response to the pandemic, the Company\u2019s primary and wholly-owned subsidiary bank, Westamerica Bank (the \u201cBank\u201d), funded $249 million Paycheck Protection Program (\u201cPPP\u201d) loans for the Bank\u2019s customers during the second quarter 2020. PPP loans meaningfully increased interest-earning assets and related interest and fee income. The Bank continues to work with loan customers requesting deferral of loan payments due to economic weakness caused by the pandemic. At December 31, 2020, consumer loans granted loan de", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 311094_2020.htm (CIK: 311094, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01062", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nThe following discussion and analysis of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and related notes appearing elsewhere in this Annual Report. The following discussion contains \u201cforward-looking statements\u201d that reflect our future plans, estimates, beliefs and expected performance. We caution you that assumptions, expectations, projections, intentions or beliefs about future events may, and often do, vary from actual results and the differences can be material. See \u201cRisk Factors\u201d and \u201cForward-Looking Statements.\u201d\nOverview\nWe are an oil and gas company focused on the development, acquisition and production of oil and natural gas assets where the latest in modern drilling and completion techniques and technologies have yet to be applied. In particular, we focus on legacy proven properties where there is a long production history, well defined geology and existing infrastructure that can be leveraged when applying modern field management technologies. Our current properties are located in the San Andres formation of the Permian Basin situated in West Texas and eastern New Mexico and in the Denver-Julesberg Basin in Colorado. As of December 31, 2020, we held approximately 37,068 net Permian Basin acres located in Chaves and Roosevelt Counties, New Mexico, through PEDCO and approximately 11,948 net D-J Basin acres located in Weld and Morgan Counties, Colorado, through our wholly-owned operating subsidiary, Red Hawk. As of December 31, 2020, we held interests in 379 gross (302 net) wells in our Permian Basin Asset of which 26 are active producers, 15 are active injectors and two are active Saltwater Disposal Wells (\u201cSWD\u201ds), all of which are held by PEDCO and operated by its wholly-owned operating subsidiaries, and interests in 77 gross (22.0 net) wells in our D-J Basin Asset, of which 18 gross (16.2 net) wells are operated by Red Hawk and currently producing, 38 gross (5.8 net) wells are non-operated, and 21 wells have an after-payout interest.\nDetailed information about our business plans and operations, including our core D-J Basin and Permian Basin Assets, is contained under \u201cPart 1\u201d - \u201cItem 1. Business\u201d above.\nHow We Conduct Our Business and Evaluate Our Operations\nOur use of capital for acquisitions and development allows us to direct our capital resources to what we believe to be the most attractive opportunities as market conditions evolve. We have historically acquired properties that we believe had significant appreciation potential. We intend to continue to acquire both operated and non-operated properties to the extent we believe they meet our return objectives.\nWe will use a variety of financial and operational metrics to assess the performance of our oil and natural gas operations, including:\n\u25cf\nproduction volumes;\n\u25cf\nrealized prices on the sale of oil and natural gas, including the effects of our commodity derivative contracts;\n\u25cf\noil and natural gas production and operating expenses;\n\u25cf\ncapital expenditures;\n\u25cf\ngeneral and administrative expenses;\n\u25cf\nnet cash provided by operating activities; and\n\u25cf\nnet income.\nReserves\nOur estimated net proved crude oil and natural gas reserves at December 31, 2020 and 2019 were approximately 14.1 MMBoe and 14.0 MMBoe, respectively. The 0.1 MMBoe increase was primarily due to increases in the type curve from 2019\u2019s year-end report resulting from historical performance and our optimization of our future development plans to focus on areas with the highest remaining oil in place, which was derived from technical work and studies of our assets since their acquisition, offset by 2020 produced volumes and minor adjustments due to commodity pricing.\nUsing the average monthly crude oil price of $39.57 per Bbl and natural gas price of $1.99 per thousand cubic feet (\u201cMcf\u201d) for the twelve months ended December 31, 2020, our esti", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1141197_2020.htm (CIK: 1141197, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01063", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nPPL Corporation, PPL Electric Utilities Corporation, LG&E and KU Energy LLC, Louisville Gas and Electric Company and Kentucky Utilities Company\nReference is made to \"Risk Management\" for the Registrants in \"Item 7. Combined Management's Discussion and Analysis of Financial Condition and Results of Operations.\"\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nTo the Shareowners and the Board of Directors of PPL Corporation\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheets of PPL Corporation and subsidiaries (the \"Company\") as of December 31, 2020 and 2019, the related consolidated statements of income, comprehensive income, equity, and cash flows, for each of the three years in the period ended December 31, 2020, and the related notes (collectively referred to as the \"financial statements\"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.\nWe have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 18, 2021, expressed an unqualified opinion on the Company's internal control over financial reporting.\nBasis for Opinion\nThese financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\nCritical Audit Matters\nThe critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.\nRegulatory Assets and Liabilities - Impact of Rate-Regulation on Various Account Balances and Disclosures - Refer to Notes 1 and 7 to the Financial Statements\nCritical Audi", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 317187_2020.htm (CIK: 317187, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01064", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\nSelected financial data for the five years ended December 31, 2020, is provided in the table below. Refer to Items 7 and 8 in Part II of this Annual Report on Form 10-K for further discussion of the factors affecting the comparability of the Company's financial data.\n____________________________\n(1)The results are impacted by various acquisitions and divestitures. Refer to Note 3 - Acquisitions and Divestitures in Item 8 of Part II of this Annual Report on Form 10-K for more information on these transactions.\n(2)In the first quarter of 2018, QEP adopted ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), using the modified retrospective approach. During the years ended December 31, 2020, 2019 and 2018, the revenues are impacted by the adoption of this ASU. Refer to Note 2 - Revenue in Item 8 of Part II of this Annual Report on Form 10-K for more information.\n(3)Net income for 2017 was positively impacted by a $307.9 million tax benefit, primarily due to a revaluation of our net deferred tax liability to reflect the federal rate change resulting from 35% to 21% under the Tax Cuts and Jobs Act.\n(4)Net income for 2020 was positively impacted by a $79.9 million tax benefit, primarily due to the remeasurement of deferred taxes from NOL carrybacks under the CARES Act to a year with a higher federal tax rate.\n(5)On January 1, 2019, QEP adopted ASU No. 2016-02, Leases (Topic 842), using the modified retrospective approach. As of December 31, 2020 and 2019, total assets are impacted by the adoption of this ASU. Refer to Note 7 - Leases in Item 8 of Part II of this Annual Report on Form 10-K for more information\n(6)Adjusted EBITDA is a non-GAAP financial measure. See Part II, Item 7", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: deferred tax, tax rate, tax benefit, tax liability. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01065", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations\nGeneral\nThe Bancorp's earnings are dependent upon the earnings of the Bank. The Bank's earnings are primarily dependent upon net interest margin. The net interest margin is the difference between interest income earned on loans and investments and interest expense paid on deposits and borrowings stated as a percentage of average interest earning assets. The net interest margin is perhaps the clearest indicator of a financial institution's ability to generate core earnings. Fees and service charges, wealth management operations income, gains and losses from the sale of assets, provisions for loan losses, income taxes and operating expenses also affect the Bancorp's profitability.\nA summary of the Bancorp\u2019s significant accounting policies are detailed in Note 1 to the Bancorp\u2019s consolidated financial statements included in this report. Preparing financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period, as well as the disclosures provided. Actual results could differ from those estimates. Estimates associated with the allowance for loan losses, fair values of foreclosed real estate, loan servicing rights, investment securities, deferred tax assets, goodwill, and the status of contingencies are particularly susceptible to material change in the near term.\nAt December 31, 2020, the Bancorp had total assets of $1.5 billion and total deposits of $1.3 billion. The Bancorp's deposit accounts are insured up to applicable limits by the Deposit Insurance Fund (DIF) that is administered by the Federal Deposit Insurance Corporation (FDIC), an agency of the federal government. At December 31, 2020, stockholders' equity totaled $152.9 million, with book value per share at $44.16. Net income for 2020 was $16.6 million, or $4.80 basic and diluted earnings per common share. The return on average assets was 1.16%, while the return on average stockholders\u2019 equity was 11.51%.\nRecent Developments\nAcquisition of AJSB. On January 24, 2019, the Bancorp completed its acquisition of AJSB, pursuant to an Agreement and Plan of Merger dated July 30, 2018 (the \u201cAJSB Merger Agreement\u201d) between the Bancorp and AJSB. Pursuant to the terms of the AJSB Merger Agreement, AJSB merged with and into the Bancorp, with the Bancorp as the surviving corporation (the \u201cAJSB Merger\u201d). Simultaneous with the AJSB Merger, A.J. Smith Federal Savings Bank, a federally chartered savings bank and wholly-owned subsidiary of AJSB, merged with and into the Bank, with the Bank as the surviving institution.\nIn connection with the AJSB Merger, each AJSB stockholder holding 100 or more shares of AJSB common stock received fixed consideration of (i) 0.2030 shares of the Bancorp common stock, and (ii) $7.20 per share in cash for each outstanding share of AJSB common stock. Stockholders holding less than 100 shares of AJSB common stock received $16.00 in cash and no stock consideration for each outstanding share of AJSB common stock. Any fractional shares of Bancorp common stock that an AJSB stockholder would have otherwise received in the AJSB Merger were cashed out in the amount of such fraction multiplied by $43.01.\nThe Bancorp issued 416,478 shares of Bancorp common stock to the former AJSB stockholders, and paid cash consideration of approximately $15.7 million. Based upon the closing price of NWIN\u2019s common stock on January 23, 2019, the transaction had an implied valuation of approximately $33.2 million, which includes unallocated shares held by the AJSB Employee Stock Ownership Plan (\u201cESOP\u201d), some of which were cancelled in connection with the closing to satisfy ", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, deferred tax. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01066", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nUPLAND SOFTWARE, INC.\nINDEX TO CONSOLIDATED FINANCIAL STATEMENTS\nReport of Independent Registered Public Accounting Firm\nTo the Stockholders and the Board of Directors of Upland Software, Inc.\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheets of Upland Software, Inc. (the Company) as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive loss, stockholders' equity and cash flows for each of the three years in the period ended December 31, 2020, and the related notes (collectively referred to as the \u201cconsolidated financial statements\u201d). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with U.S. generally accepted accounting principles.\nWe also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 25, 2021, expressed an unqualified opinion thereon.\nBasis for Opinion\nThese financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company\u2019s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\nCritical Audit Matters\nThe critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.\nMeasurement of Income Tax Provision\nDescription of the Matter\nAs more fully described in Notes 2 and 6 to the consolidated financial statements, the Company operates in domestic and international markets and is subject to tax law in the U.S., U.K., and other foreign tax jurisdictions. The income tax provision is an estimate based on management\u2019s understanding of current enacted tax laws and tax rates of each tax jurisdiction. The Company\u2019s accounting for in", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax rate, tax provision, tax law. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01067", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nThe Consolidated Financial Statements of Redwood Trust, Inc. and Notes thereto, together with the Reports of Independent Registered Public Accounting Firm thereon, are set forth on pages through of this Annual Report on Form 10-K and incorporated herein by reference.\nITEM 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 930236_2020.htm (CIK: 930236, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01068", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nThe following factors, as well as other factors not set forth below, may adversely affect the business, operations, financial condition or results of operations of the Company (sometimes referred to in this section as \u201cwe\u201d \u201cus\u201d or \u201cour\u201d).\nWe have in the past experienced and may in the future experience high delinquency and loss rates in our portfolios. This has reduced and may continue to reduce our profitability. In addition, our inability to accurately forecast and estimate the amount and timing of future collections could have a material adverse effect on our financial position, liquidity and results of operations.\nOur consolidated net income for the year ended March 31, 2020 was $3.5 million as compared to net loss of $3.6 million for the year ended March 31, 2019. Our profitability depends, to a material extent, on the performance of contracts that we purchase. Historically, we have experienced higher delinquency rates than traditional financial institutions because substantially all of our Contracts and Direct Loans are to non-prime borrowers, who are unable to obtain financing from traditional sources due primarily to their credit history. Contracts and Direct Loans made to these individuals generally entail a higher risk of delinquency, default, repossession, and higher losses than loans made to consumers with better credit.\nOur underwriting standards and collection procedures may not offer adequate protection against the risk of default, especially in periods of economic uncertainty and wage stagnation such as have existed over much of the past few years. In the event of a default, the collateral value of the financed vehicle usually does not cover the outstanding Contract or Direct Loan balance and costs of recovery.\nOur ability to accurately forecast performance and determine an appropriate provision and allowance for credit losses, is critical to our business and financial results. The allowance for credit losses is established through a provision for credit losses based on management\u2019s evaluation of the risk inherent in the portfolio, the composition of the portfolio, specific impaired Contracts and Direct Loans, and current economic conditions. Please see \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policy\u201d in Item 7 of this Form 10-K and \u201cManagement\u2019s Report on Internal Control over Financial Reporting\u201d in Item 9A of this Form 10-K, both of which are incorporated herein by reference.\nThere can be no assurance that our performance forecasts will be accurate. In periods with changing economic conditions, such as is the case currently, accurately forecasting the performance of Contract and Direct Loans is more difficult. Our allowance for losses is an estimate, and if actual Contract and Direct Loan losses are materially greater than our allowance for losses, or more generally, if our forecasts are not accurate, our financial position, liquidity and results of operations could be materially adversely affected. For example, uncertainty surrounding the full economic impact of COVID-19 on our customers has made historical information on credit losses slightly less reliable in the current environment, and there can be no assurances that we have accurately estimated loan losses.\nOther than limited representations and warranties made by dealers in favor of the Company, Contracts are purchased from the dealers without recourse, and we are therefore only able to look to the borrowers for repayment.\nIn June 2016, the Financial Accounting Standards Board (\u201cFASB\u201d) issued the ASU 2016-13 Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. Among other things, the amendments in this ASU require the measurement of all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions and reasonable and supportable forecasts. Financial ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1000045_2020.htm (CIK: 1000045, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01069", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nThe material risks and uncertainties that management believes affect us are described below. You should carefully consider these risks, together with all of the information included herein. Any of the following risks, as well as risks that we do not know or currently deem immaterial, could have a material adverse effect on our business, financial condition or results of operations.\nSUMMARY\nRisk Factor\nDescription\nCOVID-19 Pandemic\nThe COVD-19 pandemic and the associated economic slowdown has adversely affected our business operations, our financial results, and the financial condition of our borrowers and counterparties. The duration, severity, and ultimate impact of the COVID-19 pandemic remain unknown at this time.\nCredit Risks\nBorrowers or counterparties may be unable or unwilling to repay their obligations to us in accordance with the underlying contractual terms which could lead to unexpected losses.\nInterest Rate Risks\nFluctuations in interest rates may reduce our earnings or the value of our financial instruments.\nReference Rate Reform\nWe have financial instruments - including loans, securities, debt, and interest rate swaps - that include LIBOR as a \u201cbenchmark\u201d or \u201creference rate\u201d. The expected phase-out of LIBOR after 2021 may adversely impact the value of, return on, and market for our LIBOR-based financial instruments or lead to disputes or litigation with counterparties.\nLiquidity Risks\nAn inability to obtain liquid funds at a reasonable price to timely meet our financial obligations may have a material adverse impact on our operations and jeopardize our business.\nTechnology and Cybersecurity Risks\nOur business is highly dependent upon secure and uninterrupted information technology systems. A disruption or breach to these systems may have a material adverse impact on our business.\nLegal and Regulatory Compliance Risks\nThe banking industry is highly regulated. Failure to comply with the laws and regulations to which we are subject, or changes in them, may adversely impact us.\nBusiness Strategy\nOur strategy of pursuing growth via suitable acquisitions exposes us to heightened operational risks and could have a material adverse impact on our financial condition, results of operations, and growth prospects.\nOwnership of Our Common Stock\nOur principal stockholder, Heartland Bancorp, Inc. Voting Trust U/A/D 5/4/2016, has significant influence over us, and its interests could conflict with those of our other stockholders.\nExternal Risks\nAdverse changes in the economic conditions, particularly such changes in the Illinois markets we operate, may adversely impact our borrowers and our business.\nRISK RELATED TO THE COVID-19 PANDEMIC\nThe COVID-19 pandemic is adversely affecting us, our business, employees, customers, counterparties and third-party service providers, and the ultimate extent of the impacts on our business, financial position, results of operations, liquidity and prospects is uncertain.\nThe COVID-19 pandemic (\u201cCOVID-19\u201d) is causing significant economic disruption in the United States and globally. COVID-19 has resulted in varying mitigation guidelines, such as stay-at-home orders and restrictions on non-essential businesses, the effects of which have had, are currently having, and may continue to have an adverse impact on global, national, and local economic and business activity.\nAlthough the Bank has been deemed an essential business and has maintained business operations since the beginning of the COVID-19 pandemic, the ultimate extent of the impact of the pandemic on our business, cash flows, financial condition, liquidity, results of operations, customer confidence, profitability and growth prospects will depend on continuing and future developments related to the virus, which are highly uncertain and cannot be predicted. Continued deterioration in general business and economic conditions, including extended closure of non-essential businesses, further increases in unemployment rates,", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 775215_2020.htm (CIK: 775215, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01070", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nThe following financial statements are filed as a part of this report:\nManagement\u2019s Annual Report on Internal Control Over Financial Reporting\nReport of Independent Registered Public Accounting Firm\nConsolidated Financial Statements\nBalance Sheets, December 31, 2020 and December 31, 2019\nStatements of Income, Years Ended December 31, 2020 and December 31, 2019\nStatements of Comprehensive Income, Years Ended December 31, 2020 and December 31, 2019\nStatements of Changes in Stockholders\u2019 Equity, Years Ended December 31, 2020 and December 31, 2019\nStatements of Cash Flows, Years Ended December 31, 2020 and December 31, 2019\nNotes to Consolidated Financial Statements\nMANAGEMENT\u2019S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING\nManagement is responsible for the preparation and fair presentation of the consolidated financial statements included in this annual report. The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America and reflect management\u2019s judgments and estimates concerning effects of events and transactions that are accounted for or disclosed.\nManagement is also responsible for establishing and maintaining adequate internal control over financial reporting. Financial\u2019s internal control over financial reporting includes those policies and procedures that pertain to Financial\u2019s ability to record, process, summarize and report reliable financial data. Management recognizes that there are inherent limitations in the effectiveness of any internal control over financial reporting, including the possibility of human error and the circumvention or overriding of internal control. Accordingly, even effective internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation. Further, because of changes in conditions, the effectiveness of internal control over financial reporting may vary over time.\nIn order to ensure that Financial\u2019s internal control over financial reporting is effective, management regularly assesses such controls and did so most recently for its financial reporting as of December 31, 2020. This assessment was based on criteria for effective internal control over financial reporting described in Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations (COSO) in 2013, by the Treadway Commission. Based on this assessment, management has concluded that the internal control over financial reporting was effective as of December 31, 2020.\nThis annual report does not include an attestation report of Financial\u2019s registered public accounting firm regarding internal control over financial reporting. Management\u2019s report was not subject to attestation by Financial\u2019s registered public accounting firm pursuant to the rules of the Securities and Exchange Commission that permit Financial to provide only management\u2019s report in the annual report.\nThe Board of Directors, acting through its Audit Committee, is responsible for the oversight of Financial\u2019s accounting policies, financial reporting and internal control. The Audit Committee of the Board of Directors is comprised entirely of outside directors who are independent of management. The Audit Committee is responsible for the appointment and compensation of the independent registered public accounting firm and approves decisions regarding the appointment or removal of Financial\u2019s Internal Auditor. It meets periodically with management, the independent registered public accounting firm and the internal auditors to ensure that they are carrying out their responsibilities. The Audit Committee is also responsible for performing an oversight role by reviewing and monitoring the financial, accounting and auditing procedures of Financial in addition to reviewing Financial\u2019s financial reports. The independent registered public accounting firm and", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1275101_2020.htm (CIK: 1275101, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01071", "source": "edgar", "source_license": "public_domain", "text": "Item 6.\nSelected Financial Data\nThe following table presents selected financial data as of December 31, 2020, 2019, 2018, 2017 and 2016 and for each year in the five-year period ended December 31, 2020.\nThe selected financial data should be read in conjunction with \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d and our Consolidated Financial Statements and related notes thereto appearing elsewhere in this report.\n1) All common stock share and per share data in the above table are presented on a post-split basis to reflect the two-for-one\nstock split of our common stock in the form of a stock dividend distributed on September 14, 2020 to stockholders of record at the close of business on August 19, 2020.\n2) On January 1, 2019, the Company adopted Financial Accounting Standards Board (FASB) Accounting Standards Update (ASU) No. 2016-02,\n\u201cLeases (Topic 842),\n\u201d and subsequent amendments to the initial guidance within ASU Nos. 2018-01,\n2018-10,\n2018-11,\n2018-20,\nand 2019-01\n(collectively, the standard). The standard requires lessees to recognize operating leases on the balance sheet as a right-of-use\n(ROU) asset and a lease liability (current and non-current).\nThe liability is equal to the present value of the lease\npayments over the remaining lease term. The asset is based on the liability, subject to certain adjustments. The Company elected the modified retrospective method of adoption, which allowed the Company to apply the standard as of the beginning of the period of adoption. As a result, at December 31, 2019 the Company reported an ROU asset in total assets and included the current portion of the lease liability in working capital.\n3) On July 31, 2017, the Company\u2019s newly-formed, wholly-owned subsidiary, Trex Commercial Products, Inc. acquired certain assets and assumed certain liabilities of Staging Concepts Acquisition, LLC. The Consolidated Financial Statements include the accounts of Trex Commercial Products, Inc. from the date of acquisition. Also, the tax legislation H.R.1, \u201cAn Act to Provide for Reconciliation Pursuant to Titles II and V of the Concurrent Resolution on the Budget for Fiscal Year 2018,\u201d known as the Tax Cuts and Jobs Act (Act), was enacted on December 22, 2017. Accordingly, we have recognized the tax effects of the Act in our financial statements and related notes as of and for the year ended December 31, 2017. Deferred tax assets that existed as of the enactment date and that reversed after the Act\u2019s effective date of January 1, 2018 were adjusted to reflect the new Federal statutory tax rate of 21%. The effect of the change in tax rate on the deferred tax assets was allocated to continuing operations as a discrete item. We finalized our analysis of the Act in 2018, which did not give rise to new deferred tax amounts.\n4) Year ended December 31, 2016 was materially affected by a pre-tax\nincrease of $9.8 million to the warranty reserve related to surface flaking. Also, during 2016, the Company adopted FASB ASU No. 2015-17,\n\u201cIncome Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes.\n\u201d\n5) EBITDA represents net income before interest, income taxes, depreciation and amortization. EBITDA is not a measurement of financial performance under accounting principles generally accepted in the United States (GAAP). The Company has included data with respect to EBITDA because management evaluates and projects the performance of the Company\u2019s business using several measures, including EBITDA. Management considers EBITDA to be an important supplemental indicator of the Company\u2019s operating performance, particularly as compared to the operating performance of the Company\u2019s competitors, because this measure eliminates many differences among companies in capitalization and tax structures, capital investment cycles and ages of related assets, as well as some recurring non-cash\nand non-operating\ncharges to net income or loss. For these reasons, management believes that ", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, deferred tax, tax rate. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01072", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\n(D) Item 7A.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1723370_2020.htm (CIK: 1723370, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01073", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nTo the Shareholders and Board of Directors of\nProvectus Biopharmaceuticals, Inc.\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheets of Provectus Biopharmaceuticals, Inc. and Subsidiaries (the \u201cCompany\u201d) as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive loss, changes in stockholders\u2019 deficiency and cash flows for each of the two years in the period ended December 31, 2020, and the related notes (collectively referred to as the \u201cfinancial statements\u201d). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.\nExplanatory Paragraph - Going Concern\nThe accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 2, the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.\nBasis for Opinion\nThese financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (\"PCAOB\") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.\nOur audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\nCritical Audit Matters\nCritical Audit Matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.\n/s/ Marcum LLP\nMarcum llp\nWe have se", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 315545_2020.htm (CIK: 315545, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01074", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures about Market Risk\nThe net proceeds of our initial public offering and the sale of the private placement warrants held in the trust account are invested in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1725872_2020.htm (CIK: 1725872, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01075", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nThe following risk factors and other information included in this Form 10-K should be carefully considered. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations. If any of the following risks occur, our business, financial condition, results of operations, and cash flows could be materially adversely affected.\nOur operations will be affected by global economic fluctuations.\nClients\u2019 demand for our services may fluctuate widely with changes in economic conditions in the markets in which we operate. Those conditions include slower employment growth or reductions in employment, which directly impact our service offerings. In addition, certain geopolitical events, including the United Kingdom\u2019s withdrawal from the European Union (\u201cBrexit\u201d) and the recent COVID-19 pandemic event, have caused significant economic, market, political, and regulatory uncertainty in some of the Company\u2019s markets. We have limited flexibility to reduce expenses during economic downturns due to some overhead costs that are fixed in the short-term. Furthermore, we may face increased pricing pressures during these periods. For example, in prior economic downturns, many employers in our operating regions reduced their overall workforce to reflect the slowing demand for their products and services.\nOur business may be adversely affected by the recent coronavirus outbreak.\nIn December 2019, a novel strain of coronavirus, referred to as COVID-19, was reported to have surfaced in Wuhan, China. COVID-19 has since spread to other regions in China and other countries, including the United States, where we have our executive offices. COVID-19\u2019s spread, which has caused a broad impact globally, such as restrictions on travel and quarantine policies put into place by businesses and governments, has adversely effected the economies and financial markets of many countries, resulting in an economic downturn. The United States and other countries have placed restrictions on travel to and from China, Europe and other affected regions, and a number of businesses in affected regions have temporarily closed.\nThe economic downturn, as well as the uncertainty regarding the duration, spread and intensity of the outbreak, has led to an initial reduction in demand for our services. Some of our customers have instituted hiring freezes, while other customers operating in the banking, pharmaceutical and technology industries, which may be considered as essential businesses in different jurisdictions, or customers that are more capable of working remotely than other industries, have been allowed to operate as usual. Such reduction in demand for our services may continue or increase, all of which are uncertain and difficult to predict considering the rapidly evolving landscape. The inability to conduct in-person interviews has also negatively impacted our operating results. As a result, it is not currently possible to ascertain the overall impact of COVID-19 on our business. However, if the pandemic continues to be a severe worldwide health crisis and the resulting reduction in demand for our services persists, the disease could have a material adverse effect on our business.\nWe may not be able to successfully execute our strategic initiatives or meet our long-term financial goals.\nWe have been engaged in strategic initiatives to refocus on our core business to maximize long-term stockholder value, to improve our cost structure and efficiency, and to increase our selling efforts and the development of new business. We cannot provide any assurance that we will be able to successfully execute these or other strategic initiatives or that we will be able to execute these initiatives on our expected timetable. We may not be successful in refocusing our core business and obtaining operational efficiencies or repla", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1210708_2020.htm (CIK: 1210708, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01076", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nTo the Shareholders and the Board of Directors of Stryker Corporation\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheets of Stryker Corporation and subsidiaries (the Company) as of December 31, 2020 and 2019, the related consolidated statements of earnings and comprehensive income, shareholders' equity, and cash flows, for each of the three years in the period ended December 31, 2020, and the related notes and the financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the \"consolidated financial statements\"). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company at December 31, 2020 and 2019, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with U.S. generally accepted accounting principles.\nWe also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 11, 2021 expressed an unqualified opinion thereon.\nBasis for Opinion\nThese financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company\u2019s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\nCritical Audit Matters\nThe critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.\nBusiness Combinations\nDescription of the Matter\nAs described in Note 6 to the consolidated financial statements, in 2020 the Company completed the acquisition of all the outstanding equity of Wright Medical Group N.V. (Wright) for total consideration, net of cash acquired of $4,081 million. The acquisition was accounted for as a business combination.\nThe recognition, measurement and disclosure of the Company", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 310764_2020.htm (CIK: 310764, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01077", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nThe following discussion is intended to assist readers in understanding and evaluating our financial condition and results of operations. You should read this discussion in conjunction with our financial statements and accompanying notes included elsewhere in this report. Because Bank of the James Financial Group, Inc. (\u201cFinancial\u201d) has no material operations and conducts no business other than the ownership of its operating subsidiary, Bank of the James (and its divisions and subsidiary), the discussion primarily concerns the business of the Bank. However, for ease of reading and because our financial statements are presented on a consolidated basis, references to \u201cwe,\u201d \u201cus,\u201d or \u201cour\u201d refer to Financial, Bank of the James, and their divisions and subsidiaries as appropriate.\nCautionary Statement Regarding Forward-Looking Statements\nThis report contains statements that constitute \u201cforward-looking statements\u201d within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Statements made in this document and in any documents that are incorporated by reference which are not purely historical are forward-looking statements, including any statements regarding descriptions of management\u2019s plans, objectives, or goals for future operations, products or services, and forecasts of its revenues, earnings, or other measures of performance. Forward-looking statements are based on current management expectations and, by their nature, are subject to risks and uncertainties. These statements generally may be identified by the use of words such as \u201cbelieve,\u201d \u201cexpect,\u201d \u201canticipate,\u201d \u201cplan,\u201d \u201cestimate,\u201d \u201cshould,\u201d \u201cwill,\u201d \u201cintend,\u201d or similar expressions. Shareholders should note that many factors, some of which are discussed elsewhere in this document, could affect the future financial results of Financial and could cause those results to differ\nmaterially from those expressed in forward-looking statements contained in this document. These factors, many of which are beyond Financial\u2019s control, include, but are not necessarily limited to the following:\n\u2022\nthe effects of the COVID-19 pandemic on the business, customers, employees and third-party service providers of Financial or any of its acquisition targets;\n\u2022\noperating, legal and regulatory risks, including the effects of legislative or regulatory developments affecting the financial industry generally or Financial specifically;\n\u2022\ngovernment legislation and policies (including the impact of the Dodd-Frank Wall Street Reform and the Consumer Protection Act and its related regulations), including changes to address the impact of COVID-19;\n\u2022\neconomic, market, political and competitive forces affecting Financial\u2019s banking and other businesses;\n\u2022\ncompetition for our customers from other providers of financial services; government legislation and regulation relating to the banking industry (which changes from time to time and over which we have no control) including but not limited to the Dodd-Frank Wall Street Reform and Consumer Protection Act;\n\u2022\nchanges in interest rates, monetary policy and general economic conditions, which may impact Financial\u2019s net interest income;\n\u2022\nchanges in the value of real estate securing loans made by the Bank;\n\u2022\ndiversion of management time on pandemic-related issues;\n\u2022\nadoption of new accounting standards or changes in existing standards;\n\u2022\nchanges to statutes, regulations, or regulatory policies or practices resulting from the COVID-19 pandemic;\n\u2022\ncompliance or operational risks related to new products, services, ventures, or lines of business, if any, that Financial may pursue or implement; and\n\u2022\nthe risk that Financial\u2019s analysis of these risks and for", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1275101_2020.htm (CIK: 1275101, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01078", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nExecutive Summary\nIn 2020, we continued to grow through our subscription-based revenue model, by enabling our customers to leverage our AI-driven solutions to help them compete in the digital economy, while managing the impact of the coronavirus (\"COVID-19\") pandemic. Notable items for 2020 included:\n\u2022Subscription revenue increased by 17% in 2020 over 2019, and accounted for 68%, 58% and 50% of total revenue for the years ended December 31, 2020, 2019 and 2018, respectively;\n\u2022Recurring revenue, which consists of subscription and maintenance and support revenue, accounted for 85% of our total revenue and grew by 6% in 2020 over 2019;\n\u2022Annual recurring revenue (\"ARR\") was $209.7 million as of December 31, 2020, down 5% year-over-year;\n\u2022Designated as a 2020-2021 Great Place to Work-Certified\u2122 company;\n\u2022Delivered the record-breaking, virtual PROS 2020 Outperform Customer Conference, with registration exceeding more than 600% as compared with our 2019 Outperform conference;\n\u2022Completed an offering of $150.0 million aggregate principal amount of 2027 Notes in a private placement in September 2020.\nWhile COVID-19 continued to spread throughout the world, our focus remained on promoting employee health and safety, serving our customers and ensuring business continuity. As a result, we directed our teams to work from home, suspend travel and replaced historically in-person events such as our Outperform conference with digital events. For further discussion of the possible impact of COVID-19 to our business and our response, please see our Risk Factors under Part I, Item 1A of this Annual Report on Form 10-K, and \"Pandemic Response\" under Part I, Item 1 of this Annual Report on Form 10-K.\nARR is one of our key performance metrics to assess the health and trajectory of our overall business. ARR, a non-GAAP financial measure, is defined, as of a specific date, as contracted recurring revenue, including contracts with a future start date, together with annualized overage fees incurred above contracted minimum transactions, and excluding perpetual and term license agreements recognized as license revenue in accordance with GAAP. ARR should be viewed independently of revenue, deferred revenue and other GAAP measures, and is not intended to be combined with any of these items. Total ARR as of December 31, 2020 was $209.7 million, down from $219.8 million as of December 31, 2019, a decrease of 5%, due to the impact of COVID-19.\nCash used in operating activities was $49.4 million for the year ended December 31, 2020, as compared to cash provided by operating activities of $5.2 million for the year ended December 31, 2019.\nFree cash flow is another key metric to assess the strength of our business. We define free cash flow, a non-GAAP financial measure, as net cash provided by (used in) operating activities minus capital expenditures (excluding expenditures for PROS new headquarters), purchases of other (non-acquisition-related) intangible assets and capitalized internal-use software development costs. We believe free cash flow may be useful to investors and other users of our financial information in evaluating the amount of cash generated by our business operations. Free cash flow used for the year ended December 31, 2020 was $53.3 million, compared to $0.9 million for the year ended December 31, 2019. The following is a reconciliation of free cash flow to the most comparable GAAP measure, net cash provided by (used in) operating activities:\nFinancial Performance Summary\nRecurring revenue, which is comprised of our subscription and maintenance and support revenue, accounted for 85% of our total revenue for the year ended December 31, 2020. Total recurring revenue was $215.2 million for the year ended December 31, 2020 as compared to $203.5 million for the year ended December 31, 2019, an increase of approximately $11.7 million, or 6%. This increase in ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1392972_2020.htm (CIK: 1392972, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01079", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors.\nRISK FACTORS\nExcept for the historical information contained herein or incorporated by reference, this Annual Report and the information incorporated by reference contains forward-looking statements that involve risks and uncertainties. These statements include projections about our accounting and finances, plans and objectives for the future, future operating and economic performance and other statements regarding future performance. These statements are not guarantees of future performance or events. Our actual results may differ materially from those discussed here. Factors that could cause or contribute to differences in our actual results include those discussed in the following section, as well as those discussed in Part II, Item 7 entitled \u201cManagement Discussion and Analysis of Financial Condition and Results of Operations\u201d and elsewhere throughout this Annual Report and in any other documents incorporated by reference into this Annual Report. You should consider carefully the following risk factors, together with all of the other information included or incorporated in this Annual Report. Each of these risk factors, either alone or taken together, could adversely affect our business, operating results and financial condition, as well adversely affect the value of an investment in our common stock. There may be additional risks that we do not presently know of or that we currently believe are immaterial which could also impair our business and financial position.\nRisks Related to Our Financial Position and Need for Additional Capital\nWe have incurred significant operating losses since our inception and have not generated any revenue from product sales. We expect to incur continued losses for the foreseeable future and may never achieve or maintain profitability.\nInvestment in drug discovery and development is a highly speculative undertaking and involves a substantial degree of risk. We are a clinical-stage precision oncology biopharmaceutical company that was formed in 2013 and commenced operations in 2014. We have no approved products for commercial sale and have not generated any revenue from product sales. We continue to incur significant research and development and other expenses related to our ongoing operations. As a result, we have never been profitable and have incurred losses in each year since inception. For the prior years ended December 31, 2020, 2019 and 2018, we reported net losses of $157.3 million, $72.1 million and $24.8 million, respectively. As of December 31, 2020, we had an accumulated deficit of $280.2 million.\nSince our inception, we have focused substantially all of our efforts and financial resources on the research and development of our lead drug candidate, repotrectinib, and our other drug candidates. To date, we have funded our operations primarily with proceeds from sales of shares of our common stock and convertible preferred stock. From inception through December 31, 2020, we received an aggregate of $1,311.4 million in net proceeds from such sales. As of December 31, 2020, our cash and cash equivalents and marketable securities were $1,122.5 million.\nWe expect to incur increasing levels of operating losses for the foreseeable future, particularly as we advance repotrectinib, and our other drug candidates through clinical development. Our prior losses, combined with expected future losses, have had, and will continue to have, an adverse effect on our stockholders\u2019 equity and working capital. We expect our research and development expenses to significantly increase in connection with our drug discovery activities and our ongoing and planned clinical trials, including the ongoing Phase 2 portion of TRIDENT-1, Phase 1 SHIELD-1 clinical trial of TPX-0022, Phase 1/2 clinical trial of repotrectinib in pediatric patients, and Phase 1/2 clinical trial of TPX-0046, and our planned Phase 2 clinical trial of TPX-0022, Phase 1/2 clinical trial of TPX-0131, and repotrectinib a", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1595893_2020.htm (CIK: 1595893, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01080", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6 - SELECTED FINANCIAL DATA\nThis Selected Financial Data should be reviewed in conjunction with the Consolidated Financial Statements and Notes included in\nItem 8 of this Report as well as the other disclosures in this Report concerning our historical financial performance, our future\nprospects and the risks associated with our business and financial performance.\n(a)The effective tax rates are generally lower than the statutory rate due to the relationship of pretax income to tax credits and earnings that are not subject to tax.\n(b)Net interest margin is the total yield on interest-earning assets minus the total rate on interest-bearing liabilities and includes the benefit from use of noninterest-bearing sources. To provide more meaningful comparisons of net interest margins, we use net interest income on a taxable-equivalent basis in calculating average yields used in the calculation of net interest margin by increasing the interest income earned on tax-exempt assets to make it fully equivalent to interest income earned on taxable investments. This adjustment is not permitted under GAAP in the Consolidated Income Statement. For additional information, see Reconciliation of Taxable-Equivalent Net Interest Income (Non-GAAP) Statistical Information (Unaudited) section in Item 8 of this Report.\nThe PNC Financial Services Group, Inc. - 2020 Form 10-K 39\n(a)Amounts at December 31, 2020 reflect the impact of adopting ASU 2016-13, Financial Instruments - Credit Losses, which is commonly referred to as the CECL standard and our transition from an incurred loss methodology for these reserves to an expected credit loss methodology. Refer to Note 1 Accounting Policies in the Notes To Consolidated Financial Statements in Item 8 of this Report for additional detail on the adoption of this standard.\n(b)Includes balances held with the Federal Reserve Bank of Cleveland of $84.9 billion, $23.2 billion, $10.5 billion, $28.3 billion and $25.1 billion as of December 31, 2020, 2019, 2018, 2017 and 2016, respectively.\n(c)Represents our held for sale investment in BlackRock. In the second quarter of 2020, PNC divested its entire investment in BlackRock. Prior period BlackRock investment balances have been reclassified to the Asset held for sale line in accordance with ASC 205-20, Presentation of Financial Statements - Discontinued Operations. Refer to Note 1 Accounting Policies and Note 2 Acquisition and Divestiture Activity in the Notes To Consolidated Financial Statements in Item 8 of this Report for additional details.\n(d)Includes long-term borrowings of $29.3 billion, $33.2 billion, $37.4 billion, $43.1 billion and $38.3 billion for 2020, 2019, 2018, 2017 and 2016, respectively. Borrowings which mature more than one year after December 31, 2020 are considered to be long-term.\n(e)See capital ratios discussion in the Supervision and Regulation section of Item 1 and in the Liquidity and Capital Management portion of the Risk Management section in Item 7", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: tax rate, tax credit. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01081", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nOur most significant exposure to market risk comes from changes in short-term interest rates on our variable rate debt. Depending upon the borrowing option chosen, the interest charged is generally based upon the prime rate or LIBOR plus an applicable margin. If interest rates increased 18 basis points (which approximates 10% of the weighted-average interest rate on our average borrowings during the year ended December 31, 2020), our results of operations and cash flows would not be materially affected.\nWe are exposed to foreign currency risk, primarily through our operations in Canada which conduct business in Canadian dollars. We record gains and losses within our stockholders\u2019 equity due to the translation of our Canadian divisions\u2019 financial statements into U.S. dollars. A 10% unfavorable change in the weighted-average Canadian/U.S. dollar exchange rate for 2020 would have reduced our net sales for 2020 by 1.0% and would not have materially impacted our operating income. Additionally, we incur foreign currency transaction gains and losses related to the level of activity between the U.S. and Canada. In 2020, we realized foreign currency transaction losses of $0.9 million. A 10% unfavorable change in the Canadian/U.S. dollar noon exchange rate on December 31, 2020 would have had an immaterial impact on foreign currency transaction losses for 2020. We did not engage in hedging transactions during 2020, 2019 or 2018.\nITEM 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1318084_2020.htm (CIK: 1318084, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01082", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nResults of Operations\nNon-GAAP Measures\nThe following discussion includes organic sales, total segment operating earnings and margin, Adjusted Income, Adjusted EPS, Adjusted Effective Tax Rate and free cash flow, which are non-GAAP measures. See Supplemental Sales Information for a reconciliation of reported sales to organic sales and a discussion of why we believe this non-GAAP measure is useful to investors. See Results of Operations for a reconciliation of income before income taxes to total segment operating earnings and margin and a discussion of why we believe these non-GAAP measures are useful to investors. See Results of Operations for a reconciliation of income from continuing operations, diluted EPS from continuing operations and effective tax rate to Adjusted Income, Adjusted EPS and Adjusted Effective Tax Rate, respectively, and a discussion of why we believe these non-GAAP measures are useful to investors. See Financial Condition for a reconciliation of cash flows from operating activities to free cash flow and a discussion of why we believe this non-GAAP measure is useful to investors.\nOverview\nRockwell Automation, Inc. is a global leader in industrial automation and digital transformation. We connect the imaginations of people with the potential of technology to expand what is humanly possible, making the world more productive and more sustainable. Overall demand for our hardware and software products, solutions and services is driven by:\n\u2022\ninvestments in manufacturing, including upgrades, modifications and expansions of existing facilities or production lines and new facilities or production lines;\n\u2022\ninvestments in basic materials production capacity, which may be related to commodity pricing levels;\n\u2022\nour customers\u2019 needs for faster time to market, operational productivity, asset management and reliability, and enterprise risk management;\n\u2022\nour customers\u2019 needs to continuously improve quality, safety and sustainability;\n\u2022\nindustry factors that include our customers\u2019 new product introductions, demand for our customers\u2019 products or services and the regulatory and competitive environments in which our customers operate;\n\u2022\nlevels of global industrial production and capacity utilization;\n\u2022\nregional factors that include local political, social, regulatory and economic circumstances; and\n\u2022\nthe spending patterns of our customers due to their annual budgeting processes and their working schedules.\nLong-term Strategy\nOur strategy is to bring The Connected Enterprise to life by integrating control and information across the enterprise. We deliver customer outcomes by combining advanced industrial automation with the latest information technology. Our growth and performance strategy seeks to:\n\u2022\nachieve organic sales growth in excess of the automation market by expanding our served market and strengthening our competitive differentiation;\n\u2022\ngrow market share of our core platforms;\n\u2022\ndrive double digit growth in information solutions and connected services;\n\u2022\nacquire companies that serve as catalysts to organic growth by increasing our information solutions and high-value services offerings and capabilities, expanding our global presence, or enhancing our process expertise;\n\u2022\nenhance our market access by building our channel capability and partner network;\n\u2022\ndeploy human and financial resources to strengthen our technology leadership and our intellectual capital business model;\n\u2022\ncontinuously improve quality and customer experience; and\n\u2022\ndrive annual cost productivity.\nBy implementing the above strategy, we seek to achieve our long-term financial goals, including above-market organic sales growth, EPS growth above sales growth, return on invested capital in excess of 20 percent and free cash flow equal to about 100 percent of Adjusted Income. We expect acquisitions to add a percentage point or more per year to long-term sales grow", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax rate. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01083", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation.\nThe information required by this item will be set forth in our Proxy Statement for the 2021 Annual Meeting of Stockholders and is incorporated herein by reference. The Proxy Statement will be filed with the SEC within 120 days of the fiscal year ended December 31, 2020.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1802665_2020.htm (CIK: 1802665, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01084", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nReport of Independent Registered Public Accounting Firm\nThe Board of Directors of CVR GP, LLC\nThe Unitholders of CVR Partners, LP\nThe General Partner of CVR Partners, LP:\nOpinion on the financial statements\nWe have audited the accompanying consolidated balance sheets of CVR Partners, LP (a Delaware limited partnership) and subsidiaries (the \u201cPartnership\u201d) as of December 31, 2020 and 2019, the related consolidated statements of operations, partners\u2019 capital, and cash flows for each of the three years in the period ended December 31, 2020, and the related notes (collectively referred to as the \u201cfinancial statements\u201d). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Partnership as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.\nWe also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (\u201cPCAOB\u201d), the Partnership\u2019s internal control over financial reporting as of December 31, 2020, based on criteria established in the 2013 Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (\u201cCOSO\u201d), and our report dated February 23, 2021 expressed an unqualified opinion.\nBasis for opinion\nThese financial statements are the responsibility of the Partnership\u2019s management. Our responsibility is to express an opinion on the Partnership\u2019s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\nCritical audit matter\nThe critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.\nGoodwill Impairment Assessment\nAs described in Note 2 to the consolidated financial statements, annually or as facts or circumstances may dictate, management performs a valuation of the Coffeyville Facility reporting unit to determine if a goodwill impairment exists. During the second quarter of 2020 following the completion of the spring planting season and observation of certain market and other conditions described in Note 2, the Partnership co", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1425292_2020.htm (CIK: 1425292, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01085", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis\nReferences to \u201cwe\u201d, \u201cus\u201d, \u201cour\u201d or the \u201cCompany\u201d are to PTK Acquisition Corp, except where the context requires otherwise. The following discussion should be read in conjunction with our financial statements and related notes thereto included elsewhere in this Annual Report on Form 10-K.\nCautionary Note Regarding Forward-Looking Statements\nThis Annual Report on Form 10-K includes forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as \u201cmay,\u201d \u201cshould,\u201d \u201ccould,\u201d \u201cwould,\u201d \u201cexpect,\u201d \u201cplan,\u201d \u201canticipate,\u201d \u201cbelieve,\u201d \u201cestimate,\u201d \u201ccontinue,\u201d or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other U.S. Securities and Exchange Commission (\u201cSEC\u201d) filings.\nOverview\nWe are a blank check company incorporated in Delaware on August 19, 2019. We were formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the \u201cBusiness Combination\u201d).\nOur sponsor is PTK Holdings LLC, a Delaware limited liability company (the \u201cSponsor\u201d). The registration statement for the initial public offering (the \u201cInitial Public Offering\u201d) was declared effective on July 13, 2020. On July 15, 2020, we consummated the Initial Public Offering of 11,500,000 units (the \u201cUnits\u201d and, with respect to the common stock included in the Units, the \u201cPublic Shares\u201d), including the issuance of 1,500,000 Units as a result of the underwriters\u2019 exercise of their over-allotment option in full, at $10.00 per Unit, generating gross proceeds of $115.0 million, and incurring offering costs of approximately $7.3 million, inclusive of approximately $4.0 million in deferred underwriting commissions.\nSimultaneously with the closing of the Initial Public Offering, we consummated the private placement (\u201cPrivate Placement\u201d) of 6,800,000 warrants (each, a \u201cPrivate Placement Warrant\u201d and collectively, the \u201cPrivate Placement Warrants\u201d), at a price of $0.50 per Private Placement Warrant to our Sponsor, generating gross proceeds to the Company of $3.4 million. In addition, upon the consummation of our Initial Public Offering, 600,000 additional private placement warrants were issued to our sponsor as a result of the conversion of a promissory note.\nUpon the closing of the Initial Public Offering and the Private Placement, $115.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement was placed in a trust account (\u201cTrust Account\u201d), located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. \u201cgovernment securities\u201d within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, until the distribution of the Trust Account as described below.\nOur management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1797099_2020.htm (CIK: 1797099, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01086", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nThe purpose of this discussion is to focus on significant changes in the financial condition and results of operations of the Company during the years ended December 31, 2020, 2019 and 2018. The Executive Overview summarizes information management believes is important for an understanding of the financial condition and results of operations of the Company. Topics presented in the Executive Overview are discussed in more detail within, and should be read in conjunction with, this Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations and the accompanying Consolidated Financial Statements included in this Annual Report on Form 10-K. The discussion of the critical accounting policies and analysis set forth below is intended to supplement and highlight information contained in the accompanying Consolidated Financial Statements and the selected financial data presented elsewhere in this Annual Report on Form 10-K.\nExecutive Overview\nFinancial Performance\nConsolidated net (loss) income attributable to the Company for 2020 was $(1.9) billion compared to $151.1 million earned during 2019. The Company's 2020 results reflected lower net interest income, higher provision for loan losses, higher noninterest expense, which includes $2.2 billion of goodwill impairment, offset by higher noninterest income.\nNet interest income totaled $2.5 billion in 2020 and $2.6 billion in 2019. The net interest margin for 2020 was 2.73% compared to 3.17% for 2019. Net interest margin in 2020 was primarily impacted by the timing of the Federal Reserve Board's decrease of benchmark rates in October of 2019 and in March of 2020.\nProvision for credit losses was $966.1 million for 2020 compared to $597.4 million for 2019. For 2020, provision for credit losses was comprised of $965.8 million of provision for loan losses and $331 thousand of provision for HTM security losses. The increase in provision for loan losses in 2020 reflected an increase in expected losses over the life of the portfolio. The primary drivers of this increase was the impact of the COVID-19 pandemic on economic conditions which impacted the Company's economic forecast. During 2020, economic conditions deteriorated due to the impact of the COVID-19 health crisis. As a result, economic projections for gross domestic product declined dramatically and unemployment levels increased significantly with information related to the evolving impact of the COVID-19 health crisis. Additionally, provision for loan losses was impacted by the higher reserves in the energy portfolio due to the decrease in oil prices.\nThe Company recorded net charge-offs of $392.2 million during 2020 compared to $561.7 million during 2019. The decrease was due to an $54.5 million decrease in commercial, financial, and agricultural net charge-offs as well as a $86.4 million decrease in consumer direct net charge-offs and a $39.8 million decrease in consumer indirect net charge-offs.\nNoninterest income was $1.2 billion for 2020 and $1.1 billion for 2019, a slight increase of $56.7 million. The increase in total noninterest income was driven by a $54.4 million increase in investment banking and advisory fees, a $7.4 million increase in money transfer income, a $46.8 million increase mortgage banking income, and a $10.8 million increase in corporate and correspondent investment sales partially offset by a $30.6 million decrease in service charges on deposit accounts and a $21.3 million decrease in other noninterest income.\nNoninterest expense increased $1.7 billion to $4.6 billion for 2020 compared to 2019. The increase in noninterest expense was primarily attributable to a $2.2 billion goodwill impairment. Also, contributing to the increase was a $13.9 million increase in professional services, a $6.5 million increase in money transfer expense, and a $7.3 million increase in FDIC insurance. Partially off", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1409775_2020.htm (CIK: 1409775, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01087", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6.\nSELECTED FINANCIAL DATA\nWe are a smaller reporting company, as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended, for this reporting period and are not required to provide the information required under this item.\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1019671_2020.htm (CIK: 1019671, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01088", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Consolidated Financial Data\nThe following selected consolidated financial data of Golub Capital BDC 3, Inc. as of and for the years ended September 30, 2020, 2019, and 2018 is derived from the consolidated financial statements that have been audited by Ernst & Young LLP, independent registered public accounting firm. As we commenced operations on October 2, 2017, no Statement of Operations data has been prepared for any period prior to the year ended September 30, 2018. The financial data should be read in conjunction with our consolidated financial statements and related notes thereto and \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d included elsewhere in this annual report on Form 10-K.\n(1)The per share data and dollar amount for distributions declared reflect the amount of distributions paid or payable with a record date during the applicable period.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1715268_2020.htm (CIK: 1715268, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01089", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7.\nMANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nFor the purpose of this discussion and analysis, the words \u201cwe,\u201d \u201cus,\u201d \u201cour,\u201d and the \u201cCompany\u201d are used to refer to New York Community Bancorp, Inc. and our consolidated subsidiaries, including New York Community Bank (the \u201cBank\u201d).\nExecutive Summary\nNew York Community Bancorp, Inc. is the holding company for New York Community Bank, with 237 branches in Metro New York, New Jersey, Ohio, Florida, and Arizona. At December 31, 2020, we had total assets of $56.3 billion, including total loans of $43.0 billion, total deposits of $32.4 billion, and total stockholders\u2019 equity of $6.8 billion.\nChartered in the State of New York, the Bank is subject to regulation by the FDIC, the CFPB, and the NYSDFS. In addition, the holding company is subject to regulation by the FRB, the SEC, and to the requirements of the NYSE, where shares of our common stock are traded under the symbol \u201cNYCB\u201d and shares of our preferred stock trade under the symbol \u201cNYCB PA.\u201d\nAs a publicly traded company, our mission is to provide our shareholders with a solid return on their investment by producing a strong financial performance, maintaining a solid capital position, and engaging in corporate strategies that enhance the value of their shares. For the twelve months ended December 31, 2020, net income totaled $511.1 million, up 29% compared to the $395.0 million we reported for the twelve months ended December 31, 2019. Full-year 2020 results were impacted by $68.4 million income tax benefit related to certain tax provisions for corporations under the CARES ACT. Excluding this tax benefit, net income, on a non-GAAP basis, for full-year 2020 was $442.7 million up 12% compared to full-year 2019.\nFor the twelve months ended December 31, 2020, net income available to common shareholders was $478.3 million, up 32% compared to $362.2 million we reported for the twelve months ended December 31, 2019. On a non-GAAP, net income available to common shareholders for full-year 2020 was $409.9 million, up 13% compared to full-year 2019.\nThe key trends during 2020 were:\nDouble-Digit Expansion in the Net Interest Margin\nDuring full-year 2020, our NIM increased by double-digits compared to full-year 2019. This improvement was driven by a significant decline in our overall cost of funds largely fueled by lower deposit costs. During 2020, the Company benefited by the FRB\u2019s near-zero interest rate policy as we proactively reduced our CDs. This was partially offset by a decline in asset yields.\nFor the twelve months ended December 31, 2020, the NIM was 2.24%, up 22 bp compared to the twelve months ended December 31, 2019. Prepayment income contributed 11 bp to the NIM in 2020 compared to 12 bp in 2019. Excluding the impact from prepayment income, the NIM for full-year, on a non-GAAP basis, was 2.13%, up 23 bp compared to 2019. During the fourth quarter of 2020, the NIM increased 43 bp to 2.47% compared to the fourth quarter of 2019. Excluding the impact from prepayment income, the fourth-quarter 2020 NIM, on a non-GAAP basis, was 2.30%, up 40 bp compared to the year-ago fourth quarter.\nStrong Growth in Net Interest Income\nThe double-digit improvement in the NIM was a key driver of the strong growth in net interest income we experienced during 2020. For the twelve months ended December 31, 2020 net interest income totaled $1.1 billion, up $142.7 million or 15% compared to $957.4 million for the twelve months ended December 31, 2019. The year-over-year improvement was due to lower interest expense, owing to lower funding cost, which was primarily the result of lower CD rates. For the twelve months ended December 31, 2020, prepayment income totaled $54.4 million, relatively unchanged compared to prepayment income for the twelve months ended\nDecember 31, 2019. Excluding the impact from prepayment income, net interest income, on a non-GAAP basis, increased $142.5 million or 16% to $1.0 billion f", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax provision, tax benefit. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01090", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. Executive Compensation\nThe information required by this item is contained in the Proxy Statement and is incorporated in this Annual Report on Form 10-K by reference.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1434316_2020.htm (CIK: 1434316, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01091", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk\nWe are exposed to market risks arising from changes in market rates and prices, including changes in foreign currency exchange rates and interest rates and credit risk related to our agents and customers. A risk management program is in place to manage these risks.\nForeign Currency Exchange Rates\nWe provide our services primarily through a network of agent locations in more than 200 countries and territories. We manage foreign exchange risk through the structure of the business and an active risk management process. We currently settle with the substantial majority of our agents in United States dollars, euros, or Mexican pesos requiring those agents to obtain local currency to pay recipients, and we generally do not rely on international currency markets to obtain and pay illiquid currencies. However, in certain circumstances, we settle in other currencies. The foreign currency exposure that does exist is limited by the fact that the majority of transactions are paid by the next day after they are initiated, and agent settlements occur within a few days in most instances. To mitigate this risk further, we enter into short duration foreign currency forward contracts, generally with maturities from a few days up to one month, to offset foreign exchange rate fluctuations between transaction initiation and settlement. We also have exposure to certain foreign currency denominated cash and other asset and liability positions and may utilize foreign currency forward contracts, typically with maturities of less than one year at inception, to offset foreign exchange rate fluctuations on these positions. In certain consumer money transfer, bill payment, and Business Solutions transactions involving different send and receive currencies, we generate revenue based on the difference between the exchange rate set by us to the consumer or business and the rate available in the wholesale foreign exchange market, helping to provide protection against currency fluctuations. We attempt to promptly buy and sell foreign currencies as necessary to cover our net payables and receivables which are denominated in foreign currencies.\nWe use longer-term foreign currency forward contracts to help mitigate risks associated with changes in foreign currency exchange rates on revenues denominated primarily in the euro, and to a lesser degree the British pound, the Canadian dollar, and other currencies. We use contracts with maturities of up to 36 months at inception to mitigate some of the impact that changes in foreign currency exchange rates could have on forecasted revenues, with a targeted weighted-average maturity of approximately one year. We believe the use of longer-term foreign currency forward contracts provides predictability of future cash flows from our international operations.\nWe have bill payment, money transfer, and other operations in Argentina, which together represented less than 3% of our total consolidated revenues for the year ended December 31, 2020. The strengthening of the United States dollar against the Argentine peso has had adverse impacts on our historical results of operations and cash flows, as our Argentine peso-denominated revenue and operating income have been reduced when translated into United States dollars for inclusion in our financial statements. During the third quarter of 2019, the Argentine government imposed restrictions that limit the transfer of cash outside of the country. While we manage our working capital balances to have minimal net monetary assets denominated in the Argentine peso, further policy restrictions could cause our cash and cash equivalents held in the Argentine peso to increase in future periods, including as a result of cash flows generated by our operations. Therefore, the continued devaluation of the Argentine peso could adversely affect our results of operations, and limits on repatriating excess cash balances could advers", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1365135_2020.htm (CIK: 1365135, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01092", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors.\nIn the discussion of risk factors set forth below, unless the context otherwise requires, the terms \"we,\" \"our\" and \"us\" refer to the Registrants. In addition to the other information in this Form 10-K and other documents filed by us and/or our subsidiaries with the Securities and Exchange Commission from time to time, the following factors should be carefully considered in evaluating OGE Energy and its subsidiaries. Such factors could affect actual results and cause results to differ materially from those expressed in any forward-looking statements made by or on behalf of us or our subsidiaries. Additional risks and uncertainties not currently known to us or that we currently view as immaterial may also impair our business operations.\nThe Registrants are subject to a variety of risks which can be classified as regulatory, operational, financial and general. Risk factors of OG&E are also risk factors of OGE Energy. OGE Energy also is subject to risks associated with its investment in Enable.\nREGULATORY RISKS\nThe Registrants' profitability depends to a large extent on the ability of OG&E to fully recover its costs, including its cost of capital, from its customers in a timely manner, and there may be changes in the regulatory environment that impair its ability to recover costs from its customers.\nOG&E is subject to comprehensive regulation by several federal and state utility regulatory agencies, which significantly influences its operating environment and its ability to fully recover its costs, including its cost of capital, from utility customers. Recoverability of any under recovered amounts from OG&E's customers due to a rise in fuel costs is a significant risk, such as experienced in February 2021 due to the unprecedented, prolonged, cold spell that resulted in winter record winter peak demand for electricity in OG&E's service territory and extreme natural gas and purchased power prices. The utility commissions in the states where OG&E operates regulate many aspects of its utility operations including siting and construction of facilities, customer service and the rates that OG&E can charge customers. The profitability of the utility operations is dependent on OG&E's ability to fully recover costs related to providing energy and utility services to its customers in a timely manner. Any failure to obtain utility commission approval to increase rates to fully recover costs, or a delay in the receipt of such approval, could have an adverse impact on OG&E's results of operations. In addition, OG&E's jurisdictions have fuel adjustment clauses that permit OG&E to recover fuel costs through rates without a general rate review, subject to a later determination that such fuel costs were prudently incurred. If the state regulatory commissions determine that the fuel costs were not prudently incurred, recovery could be disallowed. See Note 16 within \"Item 8. Financial Statements and Supplementary Data\" for further discussion of the significant fuel and purchased power costs incurred during the February 2021 weather event and the related regulatory filing with the OCC.\nIn recent years, the regulatory environments in which OG&E operates have received an increased amount of attention. It is possible that there could be changes in the regulatory environment that would impair OG&E's ability to fully recover costs historically paid by OG&E's customers. State utility commissions generally possess broad powers to ensure that the needs of the utility customers are being met. OG&E cannot assure that the OCC, APSC and the FERC will grant rate increases in the future or in the amounts requested, and they could instead lower OG&E's rates.\nThe Registrants are unable to predict the impact on their operating results from future regulatory activities of any of the agencies that regulate OG&E. Changes in regulations or the imposition of additional regulations could have an adverse impact on the Registrants' results of operation", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 74145_2020.htm (CIK: 74145, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01093", "source": "edgar", "source_license": "public_domain", "text": "Item 11.\nExecutive Compensation\nThe information set forth under the captions \u201cExecutive Compensation\u201d in the 2021 Proxy Statement is incorporated herein by reference.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 740971_2020.htm (CIK: 740971, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01094", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A.\nRISK FACTORS.\nWe operate in a rapidly changing environment that involves a number of risks, some of which are beyond our control. The following discussion highlights some of the risks that may affect our future operating results. These are the risks and uncertainties that we believe are the most important for you to consider, but the risks described below are not the only risks facing our company. Additional risks and uncertainties not presently known to us, that we currently deem immaterial, or that are similar to those faced by other companies in our industry or in business in general, may also impair our business operations. If any of the following risks or uncertainties occurs, continues, or worsens, our business, financial condition, and operating results would likely suffer. You should carefully consider the risks described below together with the other information set forth in this Annual Report on Form 10-K.\nRisk Factor Summary\nOur business is subject to a number of material risks that may adversely affect our company. These risks are discussed in greater detail below, and include, but are not limited to, risks related to:\nRisks related to our business\n\u2022\nThe COVID-19 pandemic, including its impact on our operations and financial condition;\n\u2022\nManaging our growth effectively, implementing our growth strategy, and opening new branches as planned;\n\u2022\nOur convenience check strategy;\n\u2022\nOur policies and procedures for underwriting, processing, and servicing loans;\n\u2022\nOur ability to collect on our loan portfolio;\n\u2022\nOur insurance operations;\n\u2022\nExposure to credit risk and repayment risk, which risks may increase in light of adverse or recessionary economic conditions;\n\u2022\nThe implementation of new underwriting models and processes, including as to the effectiveness of new custom scorecards;\n\u2022\nChanges in the competitive environment in which we operate or a decrease in the demand for our products;\n\u2022\nGeographic concentration of our loan portfolio;\n\u2022\nFailure of third-party service providers, including those providing information technology products;\n\u2022\nChanges in economic conditions in the markets we serve, including levels of unemployment and bankruptcies;\n\u2022\nOur ability to achieve successful acquisitions and strategic alliances;\n\u2022\nOur ability to make technological improvements as quickly as our competitors;\n\u2022\nSecurity breaches, cyber-attacks, failures in our information systems, or fraudulent activity;\n\u2022\nOur ability to originate loans;\n\u2022\nOur reliance on information technology resources and providers, including the risk of prolonged system outages;\n\u2022\nChanges in current revenue and expense trends, including trends affecting delinquencies and credit losses;\n\u2022\nChanges in operating and administrative expenses;\n\u2022\nThe departure, transition, or replacement of key personnel;\nRegional Management Corp. | 2020 Annual Report on Form 10-K | 14\n\u2022\nOur ability to timely and effectively implement, transition to, and maintain the necessary information technology systems, infrastructure, processes, and controls to support our operations and initiatives;\n\u2022\nChanges in interest rates;\n\u2022\nExisting sources of liquidity become insufficient or access to these sources becomes unexpectedly restricted; and\n\u2022\nExposure to financial risk due to asset-backed securitization transactions.\nRisks related to regulation and legal proceedings\n\u2022\nChanges in laws or regulations or in the interpretation or enforcement of laws or regulations;\n\u2022\nChanges in accounting standards, rules, and interpretations and the failure of related assumptions and estimates, including those associated with the implementation of CECL accounting; and\n\u2022\nThe impact of changes in tax laws, guidance, and interpretations, including the timing and amount of revenues that we may recognize.\nRisks related to the ownership of our common stock\n\u2022\nVolatility in the market price of shares of our common stock;\n\u2022\nThe timing and amount of future cash dividend payments; and\n\u2022\nAnti-takeover provisions in our char", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1519401_2020.htm (CIK: 1519401, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01095", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nThe information required by this item will be included under the heading \u201cCompensation of Directors and Executive Officers\u201d in our definitive proxy statement for our 2021 Annual Meeting of Stockholders, and such required information is incorporated herein by reference.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1625941_2020.htm (CIK: 1625941, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01096", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nThe following discussion should be read in conjunction with our audited financial statements and notes thereto included herein. In connection with, and because we desire to take advantage of, the \u201csafe harbor\u201d provisions of the Private Securities Litigation Reform Act of 1995, we caution readers regarding certain forward-looking statements in the following discussion and elsewhere in this Report and in any other statement made by, or on our behalf, whether or not in future filings with the Securities and Exchange Commission. Forward-looking statements are statements not based on historical information and which relate to future operations, strategies, financial results, or other developments. Forward-looking statements are necessarily based upon estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties, and contingencies, many of which are beyond our control and many of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward-looking statements made by, or on our behalf. We disclaim any obligation to update forward-looking statements.\nOVERVIEW\nWe are a Florida corporation incorporated on March 7, 2013, focused on developing a fast, casual food dining chain restaurant business. We commenced operations by opening our initial corporately owned location in Fort Lauderdale, Florida, in May 2015. We opened three additional locations by April 2016, all in Southern Florida, through a working relationship with Wyndham Hotels. In September 2017, Hurricane Irma caused significant damage to the area. As a result, we closed all of our stores for renovation following the storm. We reopened two of these locations but elected not to reopen our 4th location. See \u201cBusiness - Restaurant Development\u201d below. If we are able to raise additional capital, of which there is no assurance, our intention is to own and operate up to 10 of our restaurants and utilize them as a showcase in the marketing of our proposed franchise operations.\nIn May 2017, we completed our National Franchise License and now have the ability to sell franchises in all of the states in the US except for New York, Virginia, and Maryland which we intend to add at later dates if sufficient demand exists. In June 2017, we completed the sales of two franchise locations in Florida. We anticipate commencement of the building and development of these locations by mid to the end of 2021, however, due to the COVID -19 pandemic there can be no assurances.\nIn May of 2019, we began the initial steps of developing our first European restaurant location, which is located at Strada Provinciale 70 #100, Ceglie del Campo, 70129, Bari, Italia. Our European location began its operation on October 24, 2019. Our European location will also act as our distribution center for European products destined for our current locations and future corporate-owned and franchised locations. The Bari location was closed in the fourth quarter of 2021 and currently remains closed as of the date of this Report due to Covid-19.\nIn January of 2020, Kisses From Italy signed its first Franchise Agreement for the state of California. Due to the onset of COVID the opening was delayed and is set to op in the second quarter of 2021.\nIn June of 2020, the Company signed a Multi-Unit Development deal for 100 locations in Canada with Demasar Management, who will be taking the lead for franchise expansion and assisting in the Canadian brand building for the Kisses From Italy brand.\nIn September of 2020, we decided to enter retail food and grocery stores with Kisses From Italy branded products in Canada. The product launch began in November of 2020 and Kisses From Italy Branded products were in nine retail stores by ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1608092_2020.htm (CIK: 1608092, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01097", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data\nThe following tables set forth selected consolidated historical financial and other data of CBM Bancorp and the Bank as of and for the periods indicated. The following is only a summary and you should read it in conjunction with consolidated financial statements of CBM Bancorp. and notes beginning on page of this Annual Report. The information at December 31, 2020 and 2019, and for the years ended December 31, 2020 and 2019, is derived in part from the audited consolidated financial statements that appear in this Annual Report. The information at and for the years ended December 31, 2018, 2017 and 2016 are derived in part from audited financial statements that are not included in this Annual Report.\n* Not material.\n(1) Capital ratios are for the Bank only.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1742089_2020.htm (CIK: 1742089, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01098", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nAs of December 31, 2020, our principal debt obligations consisted of our Series C Notes, Series D Notes, and our Senior Credit Facilities.\nOn April 27, 2018, we entered into separate exchange agreements with certain holders of our then outstanding 2019 Notes. The agreements gave the holders the right to exchange an aggregate of $75.1 million of the 2019 Notes for $75.1 million of Series A Notes. Following the issuance of the Series D Notes, all outstanding debt with respect to the Series A Notes had been extinguished through exchange of Series C Notes and Series D Notes. As a result, we have no market risk related to the Series A Notes.\nOn October 28, 2019, we completed the sale of $29.3 million aggregate principal amount of our Series B Notes for cash and we issued an additional $5.1 million aggregate principal amount of the Series B Notes in exchange for an aggregate principal amount of $9.0 million of the Series A Notes. Following the issuance of the Series D Notes, all outstanding debt with respect to the Series B Notes had been extinguished through exchange of Series C Notes and Series D Notes. As a result, we have no market risk related to the Series B Notes.\nOn December 13, 2018, we entered into the Senior Credit Facilities, consisting of the Revolver and Term Loans. The Senior Credit Facilities also included a $15.0 delayed draw term loan commitment, which remained undrawn and expired on October 31, 2019. As of March 31, 2020, $25.0 million was drawn under the Revolver and $88.5 million of Term Loans were outstanding. The Revolver was fully drawn in 2019. On April 6, 2020, the Company entered (i) Amendment No. 2 of the Revolver and Amendment No. 4 of the Term Loans, effective as of December 31, 2019 (together, the \u201cApril 2020 Amendments\u201d). The April 2020 Amendments together, among other things, (i) increased the interest rates, (ii) reset certain prepayment premiums and modified the terms of certain mandatory prepayments and (iii) modified certain financial covenant levels inclusive of the disposition of prior covenants as of and for the period ended December 31, 2019. The Revolver bears interest at a fluctuating rate of interest equal to the one, two, three or six-month LIBOR plus a margin of 5.5% or a rate based on the prime rate plus a margin of 4.5%, with a LIBOR floor of 1.5%. The Term Loans bear interest at a fluctuating rate of interest equal to the one, two, three or six-month LIBOR plus a margin of 13.0% or a rate based on the prime rate plus a margin of 12.0%, with a LIBOR floor of 1.5%. Interest on the Senior Credit Facilities is payable in cash quarterly in arrears (or more frequently in connection with customary LIBOR interest provisions), provided, that the Company may elect (and has covenanted to the lenders under its Senior Credit Facilities and subsequent amendments thereto) to pay interest on the Term Loans in kind through December 13, 2021 but only if the following occurs: (1) the Company receives a \u201cwarning letter close-out letter\u201d from the Federal Drug Administration in response to corrective actions taken by the Company since receipt of the warning letter in November 2019 and (2) the Company receives a written recommendation from the Federal Drug Administration setting forth its approval decision in respect of the pre-approval inspection for commercial production on the newly installed injectable line at the Company\u2019s New Jersey facility. If only one of those items occurs by December 13, 2020, then the Company may still elect to pay interest in kind during 2021, but only from the time the second condition has been satisfied until December 13, 2021. Thereafter, a portion of interest on the loans accruing at a rate of 4.25% per annum may continue to be paid in kind. The Company has elected the paid-in-kind interest option and increased the principal balance of Term Loans by $14.4 million and $22.9 million for the twelve months and s", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 352998_2020.htm (CIK: 352998, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01099", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nIndex to Consolidated Financial Statements\nReport of Independent Registered Public Accounting Firm\nConsolidated Balance Sheets\nConsolidated Statements of Operations\nConsolidated Statements of Comprehensive Loss\nConsolidated Statement of Preferred Unit and Members\u2019/Stockholders\u2019 Equity / (Deficit)\nConsolidated Statements of Cash Flows\nNotes to Consolidated Financial Statements\nReport of Independent Registered Public Accounting Firm\nTo the Stockholders and the Board of Directors of SpringWorks Therapeutics, Inc.\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheets of SpringWorks Therapeutics, Inc (\u201cthe Company\u201d) as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive loss, preferred unit and members\u2019/stockholders\u2019 equity/(deficit), and cash flows for each of the three years in the period ended December 31, 2020, and the related notes (collectively referred to as the \u201cconsolidated financial statements\u201d). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with U.S. generally accepted accounting principles.\nWe also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 25, 2021 expressed an unqualified opinion thereon.\nBasis for Opinion\nThese financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company\u2019s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\nAdoption of ASU No. 2016-02\nAs discussed in Note 3 to the consolidated financial statements, the Company changed its method of accounting for leases in 2020 due to the adoption of Accounting Standards Update (ASU) No. 2016-02, Leases (Topic 842), and the related amendments.\nCritical Audit Matter\nThe critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a wh", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1773427_2020.htm (CIK: 1773427, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01100", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nOn August 1, 2020 Mr. Danilo Cacciamatta was formally elected our sole director and officer.\nExecutive compensation during the years ended September 30, 2020 and 2019 was as follows:\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 790273_2020.htm (CIK: 790273, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01101", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data\nThe following financial information for each of the five years ended December 31, has been derived from our audited consolidated financial statements. Readers should consider the selected consolidated financial data set forth below along with \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d and our consolidated financial statements and related notes.\n(1)Net of capitalized interest for 2020, 2019, 2018, 2017, and 2016 in the amounts of $4.1 million, $4.5 million, $2.4 million, $3.2 million, and $1.8 million, respectively.\n(2)Our unvested restricted stock awards are considered participating securities as they receive non-forfeitable rights to cash dividends at the same rate as common stock. The basic and diluted earnings per share for the periods presented reflect the two-class method mandated by accounting guidance for the calculation of earnings per share. Application of the two-class method did not have a significant impact on the basic or diluted earnings per share for the periods presented.\n(3)Operating expenses, operating income, net income and earnings per share in 2017 were impacted by special items: (a) a non-cash impairment charge of $35.3 million to our MD-80 fleet and related assets in the fourth quarter of 2017; and (b) a $74.7 million income tax benefit from the remeasurement of deferred taxes due to the passage of the Tax Cuts and Jobs Act of 2017.\n(4)Operating expenses, operating income, net income and earnings per share in 2020 were impacted by non-recurring items resulting from the COVID-19 Pandemic. Refer to Note 2 - Impact of the COVID-19 Pandemic, Note 11 - Income Taxes, and Note 17 - Impairment for additional detail.\nThe following terms used in this section and elsewhere in this annual report have the meanings indicated below:\n\u201cAvailable seat miles\u201d or \u201cASMs\u201d represents the number of seats available for passengers multiplied by the number of miles the seats are flown.\n\u201cAverage fuel cost per gallon\u201d represents total aircraft fuel expense for our total system divided by the total number of fuel gallons consumed in our total system.\n\u201cAverage stage length\u201d represents the average number of miles flown per flight.\n\u201cBlock hours\u201d represents the number of hours during which the aircraft is in revenue service, measured from the time of gate departure until the time of gate arrival at the destination.\n\u201cLoad factor\u201d represents the percentage of aircraft seating capacity utilized (revenue passenger miles divided by available seat miles).\n\u201cOperating expense per ASM\u201d or \u201cCASM\u201d represents operating expenses divided by total system available seat miles.\n\u201cOperating CASM, excluding fuel\u201d represents operating expenses, less aircraft fuel, divided by total system available seat miles. Although Operating CASM, excluding fuel, is not a calculation based on generally accepted accounting principles and should not be considered as an alternative to Operating Expenses as an indicator of our financial performance, this statistic provides management and investors the ability to measure and monitor our cost performance absent fuel price volatility. Both the cost and availability of fuel are subject to many economic and political factors and therefore are beyond our control.\n\u201cPassengers\u201d represents the total number of passengers flown on all flight segments.\n\u201cRevenue passenger miles\u201d or \u201cRPMs\u201d represents the number of miles flown by revenue passengers.\n\u201cTotal passenger revenue per ASM\u201d or \u201cTRASM\u201d represents passenger revenue divided by scheduled service available seat miles.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, deferred tax, tax benefit. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01102", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nAs a smaller reporting company, we are not required to provide the information required by this Item.\nITEM 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1616262_2020.htm (CIK: 1616262, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01103", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nAn investment in our securities involves certain risks relating to our structure and investment objectives. The risks set forth below are not the only risks we face, and we face other risks which we have not yet identified, which we do not currently deem material or which are not yet predictable. If any of the following risks occur, our business, financial condition and results of operations could be materially adversely affected. In such case, our net asset value and the trading price of our common stock could decline, and you may lose all or part of your investment.\nRisks Related to Our Business\nEvents outside of our control, including public health crises, may negatively affect the results of our operations.\nAs of the filing date of this Annual Report, there is an outbreak of a highly contagious form of a novel coronavirus known as \u201cCOVID-19.\u201d COVID-19 has been declared a pandemic by the World Health Organization and, in response to the outbreak, the U.S. Health and Human Services Secretary has declared a public health emergency in the United States. COVID-19 has had a devastating impact on the global economy, including the U.S. economy, and has resulted in a global economic recession.\nMany states, including those in which we and our portfolio companies operate, have issued orders requiring the closure of non-essential businesses and/or requiring residents to stay at home. The COVID-19 pandemic and preventative measures taken to contain or mitigate its spread have caused, and are continuing to cause, business shutdowns, cancellations of events and travel, significant reductions in demand for certain goods and services, reductions in business activity and financial transactions, supply chain interruptions and overall economic and financial market instability both globally and in the United States. Such effects will likely continue for the duration of the pandemic, which is uncertain, and for some period thereafter. While several countries, as well as certain states, counties and cities in the United States, began to relax the early public health restrictions with a view to partially or fully reopening their economies, many cities, both globally and in the United States, have since experienced a surge in the reported number of cases and hospitalizations related to the COVID-19 pandemic. This increase in cases has led to the re-introduction of restrictions and business shutdowns in certain states, counties and cities in the United States and globally and could continue to lead to the re-introduction of such restrictions elsewhere. Additionally, in December 2020, the U.S. Food and Drug Administration authorized vaccines produced by Pfizer-BioNTech and Moderna for emergency use. However, it remains unclear how quickly the vaccines will be distributed nationwide and globally or when \u201cherd immunity\u201d will be achieved and the restrictions that were imposed to slow the spread of the virus will be lifted entirely. The delay in distributing the vaccines could lead people to continue to self-isolate and not participate in the economy at pre-pandemic levels for a prolonged period of time. Even after the COVID-19 pandemic subsides, the U.S. economy and most other major global economies may continue to experience a recession, and our business and operations, as well as the business and operations of our portfolio companies, could be materially adversely affected by a prolonged recession in the United States and other major markets. Potential consequences of the current unprecedented measures taken in response to the spread of COVID-19, and current market disruptions and volatility that may impact our business include, but are not limited to:\n\u2022sudden, unexpected and/or severe declines in the market price of our securities or net asset value;\n\u2022inability of the Company to accurately or reliably value its portfolio;\n\u2022inability of the Company to comply with certain asset coverage ratios that would prevent the Company from ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1370755_2020.htm (CIK: 1370755, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01104", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nEvergy\nThe information required by this item will be included in an amendment to this Form 10-K or will be incorporated by reference to the following sections of the Proxy Statement: \"Executive Summary of Compensation Matters,\" \"2020 Director Compensation,\" \"Compensation Discussion and Analysis,\" \"Compensation Committee Report,\" \"Executive Compensation Tables,\" \"Director Independence\" and \"Other Matters - Compensation Committee Interlocks and Insider Participation.\"\nEvergy Kansas Central and Evergy Metro\nOther information required by this item regarding Evergy Kansas Central and Evergy Metro has been omitted in reliance on General Instruction (I) to Form 10-K.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1711269_2020.htm (CIK: 1711269, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01105", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk.\nOur activities are subject to various financial risks including market risk, currency and interest rate risk, credit risk, liquidity risk and cash flow risk. Our financial risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on our financial performance. We may periodically enter into derivative financial instruments, typically interest rate and currency derivatives, to reduce our exposure to fluctuations in interest rates on variable-rate debt, fluctuations in currency rates and their impact on earnings and cash flows. We do not utilize derivative financial instruments with a level of complexity or with a risk greater than the exposure to be managed nor do we enter into or hold derivatives for trading or speculative purposes. Derivative instruments involve, to varying degrees, elements of non-performance, or credit risk. We do not believe that we currently face a significant risk of loss in the event of non-performance by the counterparties associated with these instruments as these transactions were executed with a diversified group of major financial institutions with an investment-grade credit rating. Our intention is to spread our counterparty credit risk across a number of counterparties so that exposure to a single counterparty is minimized.\nInterest Rate Risk\nWe are subject to interest rate risk from outstanding borrowings on our variable rate credit facilities. As such, our consolidated financial results are subject to fluctuations due to changes in the market rate of interest. We assess this interest rate risk by estimating the increase or decrease in interest expense that would occur due to a change in short-term interest rates. The borrowings on our variable rate credit facilities were approximately $2.0 billion as of December 31, 2020. Based on our current debt structure, assuming a 50 basis point decrease in interest rates, for example, interest expense over the following 12 months would decrease by an estimated $2.7 million. Assuming a 50 basis point increase in interest rates, interest expense over the following 12 months would increase by an estimated $4.3 million.\nTo reduce the exposure to changes in the market rate of interest and to be in compliance with the terms of our European credit facility, we have entered into interest rate derivative contracts for a portion of our borrowings under our floating rate financing arrangements. We apply hedge accounting to certain of our interest rate derivative contracts. By applying hedge accounting, changes in market value are reflected as adjustments in other comprehensive income. All derivatives to which we have applied hedge accounting were evaluated and remain highly effective at December 31, 2020. Terms of the interest rate derivative contracts require us to receive a variable interest rate and pay a fixed interest rate. The sensitivity calculations above consider the impact of our interest rate derivative contracts.\nCurrency Exchange Risk\nWe operate internationally and enter into transactions denominated in various foreign currencies. In 2020, we generated $388.2 million of revenues from operations outside the U.S. and used 11 functional currencies, excluding the U.S. dollar. Weakness in one particular currency might be offset by strength in other currencies over time.\nAs a result of our international operations, fluctuations in foreign currencies could cause us to incur foreign currency exchange gains and losses, and could adversely affect our comprehensive income and stockholders' equity. Additionally, our reported financial results could change from period to period due solely to fluctuations between currencies.\nForeign currency gains and losses are primarily the result of the re-measurement of transactions in certain other currencies into an entity's functional currency. Foreign currency gains and losses are included as ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1185348_2020.htm (CIK: 1185348, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01106", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nInformation with respect to this item is incorporated herein by reference to the discussion under the headings \u201cDirectors Compensation\u201d and \u201cExecutive Compensation\u201d and \u201cCEO Pay Relative to Median Pay of our Employees\u201d in the Company\u2019s Proxy Statement for the 2021 Annual Meeting of Shareholders, which will be filed with the Securities and Exchange Commission on or before January 30, 2021.\nThe information incorporated by reference from \u201cReport of the Compensation Committee\u201d in the Company\u2019s Proxy Statement for the 2021 Annual Meeting of Shareholders, which will be filed with the Securities and Exchange Commission on or before January 30, 2021, shall not be deemed \u201cfiled\u201d for purposes of Section 18 of the Securities Exchange Act of 1934 nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 788329_2020.htm (CIK: 788329, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01107", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data.\nYou should read the following consolidated financial data in conjunction with the Financial Statements, including the related notes, and Item 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1073349_2020.htm (CIK: 1073349, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01108", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nCAUTIONARY STATEMENT REGARDING RISKS AND UNCERTAINTIES THAT MAY AFFECT FUTURE PERFORMANCE\nThis Annual Report, and other periodic reports filed by the Company under the Securities Exchange Act of 1934, as amended (the \"Exchange Act\"), and other written or oral statements made by it or on its behalf, may include forward-looking statements within the meaning of the \"Safe Harbor\" provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. These forward-looking statements are based on a number of assumptions about future events and are subject to various risks, uncertainties and other factors that may cause actual results to differ materially from the views, beliefs and estimates expressed in such statements. These risks, uncertainties and other factors include, but are not limited to, the risks described in the \"Risk Factors\" section of this Annual Report, and to the following:\n(1)Changes in the market price for the Company\u2019s finished products and feed grains, both of which may fluctuate substantially and exhibit cyclical characteristics typically associated with commodity markets.\n(2)Changes in economic and business conditions, monetary and fiscal policies or the amount of growth, stagnation or recession in the global or U.S. economies, any of which may affect the value of inventories, the collectability of accounts receivable or the financial integrity of customers, and the ability of the end user or consumer to afford protein.\n(3)Changes in the political or economic climate, trade policies, laws and regulations or the domestic poultry industry of countries to which the Company or other companies in the poultry industry ship product, and other changes that might limit the Company\u2019s or the industry\u2019s access to foreign markets.\n(4)Changes in laws, regulations, and other activities in government agencies and similar organizations applicable to the Company and the poultry industry and changes in laws, regulations and other activities in government agencies and similar organizations related to food safety.\n(5)Various inventory risks due to changes in market conditions, including, but not limited to, the risk that net realizable values of live and processed poultry inventories might be lower than the cost of such inventories, requiring a downward adjustment to record the value of such inventories at the lower of cost or net realizable value as required by generally accepted accounting principles.\n(6)Changes in and effects of competition, which is significant in all markets in which the Company competes, and the effectiveness of marketing and advertising programs. The Company competes with regional and national firms, some of which have greater financial and marketing resources than the Company.\n(7)Changes in accounting policies and practices adopted voluntarily by the Company or required to be adopted by accounting principles generally accepted in the United States.\n(8)Disease outbreaks affecting the production, performance and/or marketability of the Company\u2019s poultry products, or the contamination of its products.\n(9)Changes in the availability and cost of labor and growers.\n(10)The loss of any of the Company\u2019s major customers.\n(11)Inclement weather that could hurt Company flocks or otherwise adversely affect the Company's operations, or changes in global weather patterns that could affect the supply and price of feed grains.\n(12)Failure to respond to changing consumer preferences and negative or competitive media campaigns.\n(13)Failure to successfully and efficiently start up and run a new plant or integrate any business the Company might acquire.\n(14)Unfavorable results from currently pending litigation and proceedings, or litigation and proceedings that could arise in the future.\n(15)Changes resulting from the COVID-19 pandemic, which could exacerbate any of the risks described above, and cou", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 812128_2020.htm (CIK: 812128, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01109", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data\nThe following tables present selected consolidated financial and other data as of and for the years indicated. The selected income statement data for the most recent three fiscal years presented and the selected balance sheet data as of February 1, 2020 and February 2, 2019 are derived from our audited consolidated financial statements included in Item 8 of this report. The selected income statement data for the fiscal years ended January 28, 2017, and January 30, 2016, and selected balance sheet data as of February 3, 2018, January 28, 2017, and January 30, 2016, are derived from our audited consolidated financial statements that are not included elsewhere in this report. The historical results presented below are not necessarily indicative of the results to be expected for any future period. You should read this selected consolidated financial and other data in conjunction with the consolidated financial statements and related notes and the information under \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d appearing elsewhere in this report.\n(1)\nThe Company utilizes a 52-53 week fiscal year. Fiscal years 2020, 2019, 2017, and 2016 consisted of 52 weeks. Fiscal year 2018 consisted of 53 weeks. The extra week contributed approximately $4.1 million in net revenues and added an estimated $0.01 to diluted net income per share in fiscal 2018. By segment, the extra week contributed net revenues of approximately $3.0 million to VB Direct and $1.1 million to VB Indirect in fiscal 2018.\n(2)\nRefer to Note 3 to the Notes to the Consolidated Financial Statements herein regarding the adoption of ASC 606, Revenue from Contracts with Customers, which was effective beginning in fiscal 2019. Also refer to Note 14 regarding Vision 20/20-related charges affecting the comparability of financial information.\n(3)\nIncludes Pura Vida operations as of July 17, 2019, the first full business day following the acquisition. Prior periods have not been recast. Refer to Note 16 to the Notes to the Consolidated Financial Statements herein for additional information.\n(4)\nImpairment charges, related to underperforming stores, totaled $6.3 million, $12.7 million, and $2.8 million, during the fiscal years ended February 3, 2018, January 28, 2017, and January 30, 2016, respectively. There were no impairment charges during the fiscal years ended February 1, 2020 and February 2, 2019. Refer to Note 5 to the Notes to the Consolidated Financial Statements herein for additional information.\n(5)\nFiscal 2018 includes a $2.1 million net charge as a result of the Tax Cuts and Jobs Act. Refer to Note 7 to the Notes to the Consolidated Financial Statements herein for additional information.\n(6)\nIncludes full-line and factory outlet stores.\n(7)\nComparable sales are calculated based upon stores that have been open for at least 12 full fiscal months and net revenues from e-commerce operations. Increase (decrease) is reported as a percentage of the comparable sales for the same period in the prior fiscal year. Remodeled stores are included in comparable sales unless the store was closed for a portion of the current or comparable prior period, in which case the non-comparable temporary closure periods are not included, or the remodel resulted in a significant change in square footage. Calculation excludes sales for the 53rd week in fiscal 2018. For additional information regarding comparable sales, refer to Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\n(8)\nDollars not in thousands. Average net revenues per gross square foot are calculated by dividing total net revenues for our stores that have been open at least 12 full fiscal months as of the end of the period by total gross square footage for those stores. Remodeled stores are included in average net revenues per gross square foot unless the store was closed for a portion of the period. Calculation excludes sales fo", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1495320_2020.htm (CIK: 1495320, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01110", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data.\nThe consolidated financial statements required by this Item, together with the reports of the Company's independent registered public accounting firm thereon and the supplementary financial information required by this Item 8 are included under Item 15 of this Annual Report.\nItem 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1029800_2020.htm (CIK: 1029800, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01111", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.\nAs a \u201csmaller reporting company,\u201d we are not required to provide the information called for by this Item.\nITEM 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1816233_2020.htm (CIK: 1816233, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01112", "source": "edgar", "source_license": "public_domain", "text": "Item 11.\nExecutive Compensation\nThe information required by this item is incorporated by reference to our Proxy Statement for our 2021 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2020.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1107843_2020.htm (CIK: 1107843, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01113", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nWe face market risk exposure in the form of interest rate risk. These market risks arise from our debt obligations. We have no international operations. Our exposure to foreign currency fluctuations is not significant to our financial condition or results of operations.\nGLPI\u2019s primary market risk exposure is interest rate risk with respect to its indebtedness of $5,799.9 million at December 31, 2020. Furthermore, $5,375.0 million of our obligations are the senior unsecured notes that have fixed interest rates with maturity dates ranging from two and one-half years to ten years. An increase in interest rates could make the financing of any acquisition by GLPI more costly, as well as increase the costs of its variable rate debt obligations. Rising interest rates could also limit GLPI\u2019s ability to refinance its debt when it matures or cause GLPI to pay higher interest rates upon refinancing and increase interest expense on refinanced indebtedness. GLPI may manage, or hedge, interest rate risks related to its borrowings by means of interest rate swap agreements. GLPI also expects to manage its exposure to interest rate risk by maintaining a mix of fixed and variable rates for its indebtedness. However, the provisions of the Code applicable to REITs substantially limit GLPI\u2019s ability to hedge its assets and liabilities.\nThe table below provides information at December 31, 2020 about our financial instruments that are sensitive to changes in interest rates. For debt obligations, the table presents notional amounts maturing in each fiscal year and the related weighted-average interest rates by maturity dates. Notional amounts are used to calculate the contractual payments to be exchanged by maturity date and the weighted-average interest rates for our variable rate debt are based on implied forward LIBOR rates at December 31, 2020.\n(1) Estimated rate, reflective of forward LIBOR plus the spread over LIBOR applicable to variable-rate borrowing. For considerations surrounding the phase out of LIBOR refer to the Liquidity and Capital Resources discussion in this Annual Report on Form 10-K.\nITEM 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1575965_2020.htm (CIK: 1575965, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01114", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nOVERVIEW\nRLI Corp. is a U.S. based, specialty insurance company that underwrites select property and casualty insurance through major subsidiaries collectively known as RLI Insurance Group (Group). Our focus is on niche markets and developing unique products that are tailored to customers\u2019 needs. We hire underwriters and claim examiners with deep expertise and provide exceptional customer service and support. We maintain a highly diverse product portfolio and underwrite for profit in all market conditions. In 2020, we achieved our 25th consecutive year of underwriting profitability. Over the 25-year period, we averaged an 88.4 combined ratio. This drives our ability to provide shareholder returns in three different ways: the underwriting income itself, net investment income from our investment portfolio and long-term appreciation in our equity portfolio.\nWe measure the results of our insurance operations by monitoring growth and profitability across three distinct business segments: casualty, property and surety. Growth is measured in terms of gross premiums written, and profitability is analyzed through combined ratios, which are further subdivided into their respective loss and expense components.\nGAAP, NON-GAAP AND PERFORMANCE MEASURES\nThroughout this annual report, we include certain non-generally accepted accounting principles (non-GAAP) financial measures. Management believes that these non-GAAP measures further explain the Company\u2019s results of operations and allow for a more complete understanding of the underlying trends in the Company\u2019s business. These measures should not be viewed as a substitute for those determined in accordance with generally accepted accounting principles in the United States of America (GAAP). In addition, our definitions of these items may not be comparable to the definitions used by other companies.\nFollowing is a list of non-GAAP measures found throughout this report with their definitions, relationships to GAAP measures and explanations of their importance to our operations.\nUnderwriting Income\nUnderwriting income or profit represents one measure of the pretax profitability of our insurance operations and is derived by subtracting losses and settlement expenses, policy acquisition costs and insurance operating expenses from net premiums earned, which are all GAAP financial measures. Each of these captions is presented in the statements of earnings but is not subtotaled. However, this information is available in total and by segment in note 12 to the consolidated financial statements within Item 8, Financial Statements and Supplementary Data. The nearest comparable GAAP measure is earnings before income taxes which, in addition to underwriting income, includes net investment income, net realized gains or losses, net unrealized gains or losses on equity securities, general corporate expenses, debt costs and our portion of earnings from unconsolidated investees. A reconciliation of net earnings to underwriting income follows:\nCombined Ratio\nThe combined ratio, which is derived from components of underwriting income, is a common industry performance measure of profitability for underwriting operations and is calculated in two components. First, the loss ratio is losses and settlement expenses divided by net premiums earned. The second component, the expense ratio, reflects the sum of policy acquisition costs and insurance operating expenses divided by net premiums earned. All items included in these components of the combined ratio are presented in our GAAP consolidated financial statements. The sum of the loss and expense ratios is the combined ratio. The difference between the combined ratio and 100 reflects the per-dollar rate of underwriting income or loss.\nCRITICAL ACCOUNTING POLICIES\nIn preparing the consolidated financial statements, we are required to make estimates and assumptions that affect t", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01115", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation.\nThe information required under this Item 11 is incorporated by reference to our definitive proxy statement for our 2021 Annual Meeting of Stockholders, which proxy statement we intend to file with the Securities and Exchange Commission not later than 120 days after the end of the fiscal year ended December 31, 2020.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1693011_2020.htm (CIK: 1693011, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01116", "source": "edgar", "source_license": "public_domain", "text": "Item 8.\nFinancial Statements and Supplementary Data\nGogo Inc.\nIndex to Consolidated Financial Statements\nPage No.\nReport of Deloitte & Touche LLP, Independent Registered Public Accounting Firm\nConsolidated Balance Sheets\nConsolidated Statements of Operations\nConsolidated Statements of Comprehensive Loss\nConsolidated Statements of Cash Flows\nConsolidated Statements of Stockholders\u2019 Equity (Deficit)\nNotes to Consolidated Financial Statements\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nTo the stockholders and the Board of Directors of Gogo Inc.\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheets of Gogo Inc. and subsidiaries (the \"Company\") as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive loss, stockholders\u2019 equity (deficit), and cash flows, for each of the three years in the period ended December 31, 2020, and the related notes (collectively referred to as the \"financial statements\"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with the accounting principles generally accepted in the United States of America.\nWe have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company\u2019s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 11, 2021, expressed an unqualified opinion on the Company\u2019s internal control over financial reporting.\nChanges in Accounting Principles\nChange in Accounting PrincipleAs discussed in Note 3 to the financial statements, effective January 1, 2019, the Company adopted ASC Topic 842, Leases, using the modified retrospective approach.\nBasis for Opinion\nThese financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\nCritical Audit Matter\nThe critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical a", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1537054_2020.htm (CIK: 1537054, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01117", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nYou should carefully consider the following risks and other information in this annual report in evaluating us and our capital stock. Any of the following risks, as well as additional risks and uncertainties not currently known to us or that we currently deem immaterial, could materially and adversely affect our business, financial condition or results of operations, and could, in turn, impact the trading price of our capital stock.\nSummary Risk Factors\nThe following is a summary of some of the risks and uncertainties that could materially adversely affect our business, financial condition and results of operations. You should read this summary together with the more detailed description of each risk factor contained below.\n\u2022\nunfavorable changes in market and economic conditions in the United States and globally and in the specific markets where our properties are located;\n\u2022\nrisks associated with the current COVID-19 pandemic and the future outbreak of other highly infection or contagious diseases;\n\u2022\nrisks associated with the ownership of real estate;\n\u2022\nlimited ability to dispose of assets because of the relative illiquidity of real estate investments;\n\u2022\nour multifamily properties are concentrated in certain geographic markets in the Southeastern and Southwestern United States, which makes us more susceptible to adverse developments in those markets;\n\u2022\nincreased risks associated with our strategy of acquiring value enhancement multifamily properties rather than more conservative investment strategies;\n\u2022\nrisks associated with operating through joint ventures and funds;\n\u2022\nour dependence on information systems;\n\u2022\nrisks associated with breaches of our data security;\n\u2022\ncosts associated with being a public company, including compliance with securities laws;\n\u2022\nthe risk that our business could be adversely impacted if there are deficiencies in our disclosure controls and procedures or internal control over financial reporting;\n\u2022\nrisks associated with our substantial current indebtedness and indebtedness we may incur in the future;\n\u2022\nrisks associated with derivatives or hedging activity;\n\u2022\nloss of key personnel of our Sponsor, our Adviser and our property manager;\n\u2022\nthe risk that we may not replicate the historical results achieved by other entities managed or sponsored by affiliates of our Adviser, members of our Adviser\u2019s management team or by our Sponsor or its affiliates;\n\u2022\nrisks associated with our Adviser\u2019s ability to terminate the Advisory Agreement (as defined below);\n\u2022\nour ability to change our major policies, operations and targeted investments without stockholder consent;\n\u2022\nthe substantial fees and expenses we pay to our Adviser and its affiliates;\n\u2022\nrisks associated with any potential internalization of our management functions;\n\u2022\nconflicts of interest and competing demands for time faced by our Adviser, our Sponsor and their officers and employees;\n\u2022\nthe risk that we may compete with other entities affiliated with our Sponsor or property manager for properties and tenants;\n\u2022\nfailure to maintain our status as a REIT;\n\u2022\nfailure of our operating partnership to be taxable as a partnership for federal income tax purposes, possibly causing us to fail to qualify for or to maintain REIT status;\n\u2022\ncompliance with REIT requirements, which may limit our ability to hedge our liabilities effectively and cause us to forgo otherwise attractive opportunities, liquidate certain of our investments or incur tax liabilities;\n\u2022\nrisks associated with our ownership of interests in taxable REIT subsidiaries;\n\u2022\nthe recognition of taxable gains from the sale of properties as a result of the inability to complete certain like-kind exchanges in accordance with Section 1031 of the Code\n\u2022\nthe risk that the Internal Revenue Service may consider certain sales of properties to be prohibited transactions, resulting in a 100% penalty tax on any taxable gain;\n\u2022\nthe ineligibility of dividends payable by REITs for the reduced tax rates av", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax rate, internal revenue. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01118", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nINDEX TO CONSOLIDATED FINANCIAL STATEMENTS\nMANAGEMENT\u2019S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING\nManagement is responsible for establishing and maintaining adequate internal control over financial reporting, and for performing an assessment of the effectiveness of internal control over financial reporting as of December 31, 2020. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company\u2019s internal control over financial reporting includes those policies and procedures that (i) pertain to assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company\u2019s assets that could have a material effect on the consolidated financial statements.\nManagement performed an assessment of the effectiveness of the Company\u2019s internal control over financial reporting as of December 31, 2020 based upon criteria in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (\u201cCOSO\u201d). Based on our assessment, management determined that the Company\u2019s internal control over financial reporting was effective as of December 31, 2020 based on the criteria on Internal Control - Integrated Framework (2013) issued by COSO.\nThe effectiveness of the Company\u2019s internal control over financial reporting as of December 31, 2020 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report which appears herein.\nReport of Independent Registered Public Accounting Firm\nTo the Stockholders and Board of Directors\nSolar Capital Ltd.:\nOpinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting\nWe have audited the accompanying consolidated statements of assets and liabilities, including the consolidated schedules of investments, of Solar Capital Ltd. (and subsidiaries) (the Company) as of December 31, 2020 and 2019, the related consolidated statements of operations, changes in net assets, and cash flows for each of the years in the three-year period ended December 31, 2020, and the related notes (collectively, the consolidated financial statements). We also have audited the Company\u2019s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.\nIn our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2020, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.\nBasis for Opinions\nThe Company\u2019s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal cont", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1418076_2020.htm (CIK: 1418076, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01119", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nTo the Board of Directors and Stockholders of:\nGreen Planet Bioengineering Co., Ltd.\nOpinion on the Financial Statements\nWe have audited the accompanying balance sheets of Green Planet Bioengineering Co., Ltd. (the Company) as of December 31, 2020 and 2019, and the related statements of income, stockholders\u2019 deficit, and cash flows for each of the two years in the period ended December 31, 2020, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019 and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2020 in conformity with accounting principles generally accepted in the United States of America.\nGoing Concern\nThe accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company is currently a public reorganized shell corporation and has no current business activity. The Company\u2019s ability to continue as a going concern is dependent on continued support from a related party. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans concerning these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty\nBasis for Opinion\nThese financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company\u2019s internal control over financial reporting. Accordingly, we express no such opinion.\nOur audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\n/s/ Liggett & Webb, P.A.\nLIGGETT & WEBB, P.A\nCertified Public Accountants\nWe have served as the Company\u2019s auditor since\nBoynton Beach, Florida\nMarch 31, 2021\nGreen Planet Bioengineering Co., Ltd\nBalance Sheets\n(Stated in US Dollars)\nSee Notes to the Financial Statements\nGreen Planet Bioengineering Co., Ltd\nStatements of Operations\n(Stated in US Dollars)\n*\nLess than $.01, per share\nSee Notes to the Financial Statements\nGreen Planet Bioengineering Co., Ltd\nStatements of Cash Flows\n(Stated in US Dollars)\nSee Notes to the Financial Statements\nGreen Planet Bioengineering Co., Ltd\nStatements of Ch", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1392449_2020.htm (CIK: 1392449, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01120", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nPursuant to Item 305(e) of Regulation S-K (\u00a7 229.305(e)), we are not required to provide the information required by this Item as it is a \u201csmaller reporting company,\u201d as defined by Rule 229.10(f)(1).\nITEM 1B.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1498148_2020.htm (CIK: 1498148, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01121", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nThe financial statements required to be filed pursuant to this Item 8 are appended to this report. An index of those financial statements is founded in Item 15 of Part IV of this Annual Report on Form 10-K.\nItem 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1760542_2020.htm (CIK: 1760542, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01122", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\nWe are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1413909_2020.htm (CIK: 1413909, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01123", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors.\nRisks Related to Silver\nActual or perceived disruptions in the processes used to determine the LBMA Silver Price, or lack of confidence in that benchmark, may adversely affect the return on your investment in the Shares (if any).\nBecause the objective of the Trust is to reflect the performance of the price of silver, any disruptions affecting the processes related to how the market determines the price of silver will have an effect on the value of the Shares.\nThe LBMA Silver Price is a silver price benchmark mechanism administered by IBA, an independent specialist benchmark administrator appointed by LBMA. Once daily during London business hours, IBA hosts an electronic auction consisting of one or more 30-second rounds.\nInvestors should keep in mind that electronic markets are not exempt from failures, as the experiences of the initial public offerings of Facebook and BATS Global Markets illustrate. In addition, electronic trading platforms may be subject to influence by high-frequency traders with results that are highly contested by the industry, regulators and market observers.\nAs of the date of this filing, the LBMA Silver Price has been subjected to the test of actual trading markets for over six years. As with any innovation, it is possible that electronic failures or other unanticipated events may occur that could result in delays in the announcement of, or the inability of the system to produce, an LBMA Silver Price on any given day. Furthermore, if a perception were to develop that the LBMA Silver Price is vulnerable to manipulation attempts, or if the administrative proceedings surrounding the determination and publication of the LBMA Silver Price were seen as unfair, biased or otherwise compromised by the markets, the behavior of investors and traders in silver may change, and those changes may have an effect on the price of silver (and, consequently, the value of the Shares). In any of these circumstances, the intervention of extraneous events disruptive of the normal interaction of supply and demand of silver at any given time, may result in distorted prices and losses on an investment in the Shares that, but for such extraneous events, might not have occurred.\nOther effects of disruptions in the determination of the LBMA Silver Price or any inaccuracies in setting of the auction prices on the operations of the Trust include the potential for an incorrect valuation of the Trust\u2019s silver, an inaccurate computation of the Sponsor\u2019s fee, and the sales of silver to cover Trust expenses at prices that do not accurately reflect the fundamentals of the silver market. Each of these events could have an adverse effect on the value of the Shares. The operation of the auction process which determines the LBMA Silver Price is also dependent on the continued operation of the LBMA and the IBA and their applicable systems.\nAs of the date of this filing, the Sponsor has no reason to believe that the LBMA Silver Price (used by the Trust since August 15, 2014 for the daily valuation of its silver and the determination of the Sponsor\u2019s fee and the price of silver sold to cover Trust expenses) will not fairly represent the price of the silver held by the Trust. Should this situation change, the Sponsor expects to use the powers granted by the Trust\u2019s governing documents to seek to replace the LBMA Silver Price with a more reliable indicator of the value of the Trust\u2019s silver. There is no assurance that such alternative value indicator will be identified, or that the process of changing from the LBMA Silver Price to a new benchmark price will not adversely affect the price of the Shares.\nFuture governmental decisions may have significant impact on the price of silver, which may result in a significant decrease or increase in the value of the net assets and the net asset value of the Trust.\nGenerally, silver prices reflect the supply and demand of available silver. Governmental decisions, such as the executive o", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1330568_2020.htm (CIK: 1330568, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01124", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nIncorporated by reference\nfrom the consolidated financial statements and notes thereto of the Company, which are attached hereto beginning on page.\nITEM 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1000683_2020.htm (CIK: 1000683, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01125", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nWe are exposed to market risks, which primarily include changes in interest rates. We do not engage in financial transactions for trading or speculative purposes.\nWe occasionally use forward contracts to hedge against fluctuations in foreign currency prices. We had no outstanding forward contracts as of February 1, 2020.\nInterest that is payable on our revolving credit facility is based on variable interest rates and is, therefore, affected by changes in market interest rates. As of February 1, 2020, we had no borrowings outstanding under our revolving credit facility.\nAs of February 1, 2020, we have one outstanding series of unsecured 6.53% Series B Senior Notes due December 2021 with an aggregate principal amount of $65 million. We also have unsecured 3.375% Senior Notes due September 2024 with an aggregate principal amount of $250 million. Interest that is payable on our Senior Notes is based on fixed interest rates and is therefore unaffected by changes in market interest rates.\nWe receive interest on our short- and long-term investments. Changes in interest rates may impact interest income recognized in the future, or the fair value of our investment portfolio.\nA hypothetical 100 basis point increase or decrease in prevailing market interest rates would not have a material impact on our consolidated financial position, results of operations, cash flows, or the fair values of our short- and long-term investments as of and for the year ended February 1, 2020. We do not consider the potential losses in future earnings and cash flows from reasonably possible, near-term changes in interest rates to be material.\nITEM 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 745732_2020.htm (CIK: 745732, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01126", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A.\nQUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nWe are exposed to market risk, including the effects of adverse changes in commodity prices and interest rates as described below.\nThe primary objective of the following information is to provide forward-looking quantitative and qualitative information about our potential exposure to market risks. The term \u201cmarket risk\u201d refers to the risk of loss arising from adverse changes in oil, natural gas, and natural gas liquids prices and interest rates. The disclosures are not meant to be precise indicators of expected future losses, but rather indicators of reasonably possible losses. None of our market risk sensitive instruments were entered into for speculative trading purposes.\nCommodity Price Risk\nOur customers are regularly exposed to commodity price risk. Less than 1% of our consolidated revenues in 2020 and 2019 were directly derived from sales of crude oil. A hypothetical change in crude oil prices of 10% would result in an increase or decrease of our revenues derived from sales of commodities by less than $0.1 million. Increases or decreases in commodity prices can also result in changes in demand for our water treatment, inspection services, and pipeline and process services, resulting in an increase or decrease of our revenues and gross margins.\nCrude oil prices decreased significantly in 2020, due in part to decreased demand as a result of the worldwide COVID-19 pandemic. This decline in oil prices led many of our customers to change their budgets and plans, which decreased their spending on drilling, completions, and exploration. This had an adverse effect on construction of new pipelines, gathering systems, and related energy infrastructure. Lower exploration and production activity also affected the midstream industry and to delays and cancellations of projects. It is also possible that our customers may elect to defer maintenance activities on their infrastructure. Such developments would reduce our opportunities to generate revenues. It is impossible at this time to determine what may occur, as customer plans will evolve over time. It is possible that the cumulative nature of these events could have a material adverse effect on our results of operations and financial position. For further discussion of the volatility of crude oil prices, please read \u201cRisk Factors\u201d.\nInterest Rate Risk\nThe interest rate on our Credit Agreement floats based on LIBOR, and as a result we have exposure to changes in interest rates on this indebtedness, which was $62.0 million as of December 31, 2020 and $74.9 million as of December 31, 2019. A hypothetical change in interest rates of 1.0% would have resulted in an increase or decrease in our annual interest expense of approximately $0.8 million for both 2020 and 2019, respectively.\nThe credit markets have recently experienced historical lows in interest rates. It is possible that monetary policy will tighten, resulting in higher interest rates to counter possible inflation. Interest rates in the future could be higher than current levels, causing our financing costs to increase accordingly.\nCounterparty and Customer Credit Risk\nOur credit exposure generally relates to accounts receivable for services we have provided to our customers. If significant customers were to have credit or financial problems resulting in a delay or failure to pay the amounts they owe to us, this could have a material adverse effect on our business, financial condition, results of operations, or cash flows. The current adverse market conditions could have a material adverse effect on the financial position of our customers, which could increase the risk that we are unable to collect accounts receivable from our customers. We would aggressively act to protect our rights in any such event, as we have done in the past.\nA former customer of our Inspection Services segment, Sanchez Energy Corporation and certain of its affiliates (collectively, \u201cSanchez", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1587246_2020.htm (CIK: 1587246, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01127", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data\nWe are a smaller reporting company, as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended, and are not required to provide the information required under this item.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1757932_2020.htm (CIK: 1757932, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01128", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nAn investment in our common stock is subject to certain risks inherent in our business. Before making an investment decision, investors should carefully consider the risks and uncertainties described below, together with all of the other information included or incorporated by reference in this Annual Report on Form 10-K.\nIf any of the following risks occur, our business, results of operations, financial condition and cash flows could be materially and adversely affected. These described risks are not the only risks facing us. Additional risks and uncertainties not known to us or that we deem to be immaterial also may materially adversely affect our business, results of operations, financial condition and cash flows. If any of these risks were to materialize, the value of our common stock could decline significantly.\nEpidemics, pandemics or similar widespread public health concerns and disease outbreaks, such as the novel coronavirus (\u201cCOVID-19\u201d), have disrupted and may cause future disruptions to consumption, supply chains, management, operations and production processes, which could have a material adverse effect on our business, results of operations, financial condition and cash flows.\nEpidemics, pandemics or similar widespread health concerns and disease outbreaks, such as COVID-19, as well as related government mandates, including the avoidance of gatherings, self-quarantine and the closure of a variety of businesses and restaurants have negatively affected and may in the future negatively affect our business, results of operations, financial condition and cash flows. These effects may include, but are not limited to:\n\u2022\nsignificant reductions or volatility in consumer demand for our products as quarantines, stay-at-home orders, travel restrictions, restrictions on gatherings, actual disease outbreaks, customer fears, financial hardship of customers and economic downturns (local, regional, national and/or global) may inhibit consumption or shift demand from discretionary or higher-priced products to lower-priced products and restrict the business operations of our retail and foodservice customers, which could negatively impact our retail and/or foodservice business;\n\u2022\na shutdown of one or more of our manufacturing, warehousing or distribution facilities as a result of illness, government restrictions or other workforce disruptions, including interference in our supply chain, or absenteeism, or reductions in utilization levels, could result in us incurring additional direct costs and experiencing lost revenue;\n\u2022\nforced or temporary curtailment of business operations, including the closure of restaurants and restaurant chains or limitations on restaurants to offer only take-out or delivery sales, resulting in a significant reduction in demand for our foodservice products;\n\u2022\nfailure of third parties on which we rely, including our customers, distributors, suppliers, contract manufacturers, and other partners to meet their obligations to us, or significant disruptions in their ability to do so, which may be caused by their own financial or operational difficulties;\n\u2022\ninability to meet our retail customers\u2019 needs and achieve cost targets due to disruption in our manufacturing and supply arrangements caused by the loss or disruption of essential manufacturing and supply elements such as raw materials or other finished product components, transportation, workforce, or other manufacturing and distribution capability;\n\u2022\nincurrence of additional labor and operating costs to address the COVID-19 pandemic, including costs associated with increased compensation to certain employees in our factories and distribution network, along with the provision of additional cleaning, disinfectants and sanitation materials to help keep our employees safe and to protect the communities that we serve;\n\u2022\ndisruption in operations if a significant percentage of our workforce is unable to work due to illness, travel or other govern", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 57515_2020.htm (CIK: 57515, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01129", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nWe are exposed to market risk, including the effects of adverse changes in commodity prices and interest rates as described below. The primary objective of the following information is to provide quantitative and qualitative information about our potential exposure to market risks. The term \u201cmarket risk\u201d refers to the risk of loss arising from adverse changes in oil and natural gas prices and interest rates. The disclosures are not meant to be precise indicators of expected future losses, but rather indicators of reasonably possible losses.\nCommodity Price Risk\nWe currently generate the majority of our revenues pursuant to fee-based agreements with Diamondback under which we are paid based on volumetric fees, rather than the underlying value of the commodity. Consequently, our existing operations and cash flow have little direct exposure to commodity price risk. However, Diamondback and our other customers are exposed to commodity price risk, and extended reduction in commodity prices could reduce the production volumes available for our midstream services in the future below expected levels. Although we intend to maintain fee-based pricing terms on both new contracts and existing contracts for which prices have not yet been set, our efforts to negotiate such terms may not be successful, which could have a materially adverse effect on our business.\nWe may acquire or develop additional midstream assets in a manner that increases our exposure to commodity price risk. Future exposure to the volatility of crude oil, natural gas and natural gas liquids prices could have a material adverse effect on our business, financial condition, results of operations, cash flows and ability to make cash distributions to our unitholders.\nCredit Risk\nWe are subject to counterparty credit risk related to our midstream commercial contracts, lease agreements and joint venture receivables. We derive substantially all of our revenue from our commercial agreements with Diamondback. As a result, we are directly affected by changes to Diamondback\u2019s business related to operational and business risks or otherwise. We cannot predict the extent to which Diamondback\u2019s business would be impacted if conditions in the energy industry were to deteriorate, nor can we estimate the impact such conditions would have on Diamondback\u2019s ability to execute its drilling and development program or to perform under our agreements. While we monitor the creditworthiness of purchasers, lessees and joint venture partners with which we conduct business, we are unable to predict sudden changes in solvency of these counterparties and may be exposed to associated risks. Non-performance by a counterparty could result in significant financial losses.\nInterest Rate Risk\nWe are subject to market risk exposure related to changes in interest rates on our indebtedness under the Operating Company\u2019s credit agreement. The terms of the credit agreement provide for interest at a rate elected by the Operating Company that is based on the prime rate or LIBOR, in each case plus margins ranging from 0.250% to 1.250% for prime-based loans and 1.250% to 2.250% per annum for LIBOR loans, in each case depending on the Consolidated Total Leverage Ratio (as defined in the credit agreement). The Operating Company is obligated to pay a quarterly commitment fee ranging from 0.250% to 0.375% per annum on the unused portion of the commitment, which fee is also dependent on the Consolidated Total Leverage Ratio.\nAs of December 31, 2020, we had $79.0 million of outstanding borrowings and $521.0 million available for future borrowings under the credit agreement. The weighted average interest rate on borrowings under the credit agreement was 2.10% as of December 31, 2020.\nITEM 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1748773_2020.htm (CIK: 1748773, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01130", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors.\nThe occurrence of an uncontrollable event such as the COVID-19 pandemic may negatively affect our operations. A pandemic typically results in social distancing, travel bans, and quarantine. This may limit access to our suppliers, management, support staff and professional advisors. As the Company\u2019s operations, are primarily virtual and depends on numerous third party consultants, we cannot measure the impact on our operations or financial condition at this point in time.\nItem 1B.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1533357_2020.htm (CIK: 1533357, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01131", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors.\nInvesting in our common stock involves a number of significant risks. You should consider carefully the following information before making an investment in our common stock. The risks below are not the only risks we face. Additional risks and uncertainties not presently known to us or not presently deemed material by us may also impair our operations and performance. If any of the following events occur, our business, financial condition and results of operations could be materially and adversely affected.\nAn investment in our securities involves risks. The following is a summary of the principal risks that you should carefully consider before investing in our securities.\nWe are subject to risks related to the economy.\n\u2022\nPolitical, social and economic uncertainty, including uncertainty related to the COVID-19 pandemic, creates and exacerbates risks.\n\u2022\nThe COVID-19 pandemic has caused severe disruptions in the U.S. economy and has disrupted financial activity in the areas in which we or our portfolio companies operate.\n\u2022\nPrice declines in the corporate leveraged loan market, including as a result of the COVID-19 pandemic, may adversely affect the fair value of our portfolio, reducing our net asset value through increased net unrealized depreciation and the incurrence of realized losses.\n\u2022\nEconomic recessions or downturns, including as a result of the COVID-19 pandemic, could impair our portfolio companies and harm our operating results.\nWe are subject to risks related to our business.\n\u2022\nThe lack of liquidity in our investments may adversely affect our business.\n\u2022\nDefaults under the SPV Asset Facilities or any future borrowing facility or notes may adversely affect our business, financial condition, results of operations and cash flows.\n\u2022\nTo the extent that we borrow money, the potential for gain or loss on amounts invested in us will be magnified and may increase the risk of investing in us. Borrowed money may also adversely affect the return on our assets, reduce cash available to service our debt or for distribution to our shareholders, and result in losses.\n\u2022\nOur ability to achieve our investment objective depends on our Adviser\u2019s ability to manage and support our investment process. If our Adviser were to lose a significant number of its key professionals, or terminate the Investment Advisory Agreement, our ability to achieve our investment objective could be significantly harmed.\n\u2022\nBecause our business model depends to a significant extent upon the Adviser\u2019s relationships with corporations, financial institutions and investment firms, the inability of our Adviser to maintain or develop these relationships, or the failure of these relationships to generate investment opportunities, could adversely affect our business.\n\u2022\nWe may face increasing competition for investment opportunities, which could delay further deployment of our capital, reduce returns and result in losses.\n\u2022\nOur investment portfolio is recorded at fair value as determined in good faith in accordance with procedures established by our Board and, as a result, there is and will be uncertainty as to the value of our portfolio investments.\n\u2022\nOur Board may change our operating policies and strategies without prior notice or shareholder approval, the effects of which may be adverse to our shareholders.\n\u2022\nThe interest rates of our term loans to our portfolio companies that extend beyond 2021 might be subject to change based on recent regulatory changes, including the decommissioning of LIBOR.\nWe are subject to risks related to our Adviser and its affiliates.\n\u2022\nOur Adviser and its affiliates, including our officers and some of our directors, may face conflicts of interest caused by compensation arrangements with us and our affiliates, which could result in increased risk-taking by us.\n\u2022\nOur fee structure may create incentives for our Adviser to make speculative investments or use substantial leverage.\n\u2022\nWe may compete for capital and investmen", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1655887_2020.htm (CIK: 1655887, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01132", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nThe risk factors summarized and detailed below could materially harm our business, operating results and/or financial condition, impair our future prospects and/or cause the price of our common stock to decline. Any defined terms used in the Risk Factor Summary are defined in the full Risk Factors. These are not all of the risks we face and other factors not presently known to us or that we currently believe are immaterial may also affect our business if they occur. Material risks that may affect our business, operating results and financial condition include, but are not necessarily limited to, those relating to:\nRisk Factor Summary\nRisks Related to Our Operations\n\u25cf Significant fluctuations in our operating results and growth rate;\n\u25cf Our short operating history in an evolving industry;\n\u25cf Lack of availability and quality of raw materials;\n\u25cf Significant strain of managing the growth of our business;\n\u25cf Our ability to obtain additional capital on acceptable terms or at all;\n\u25cf Changes in accounting standards and assumptions, estimates and judgments by management related to complex accounting matters;\n\u25cf Our ability to continue to improve and expand our product line;\n\u25cf Our expansion into new products, market segments and geographic regions;\n\u25cf The ongoing COVID-19 pandemic including its effect on our supply chain, workforce, and operations;\n\u25cf The COVID-19 pandemic effect on customer demand;\n\u25cf The strength of our Purple brand, the effectiveness of our marketing, and our ability to attract and retain customers;\n\u25cf Our ability to achieve and maintain production capacity to meet customer demands;\n\u25cf Our significant related-party transactions that may give rise to conflicts of interest;\n\u25cf Disruption of operations in manufacturing facilities, including pandemics or natural disasters;\n\u25cf Unsuccessful anticipation of consumer trends and demand;\n\u25cf Excess inventory susceptible to shrinkage;\n\u25cf Ability to make, integrate, and maintain commercial agreements, strategic alliances, and other business relationships;\n\u25cf Competition in a highly competitive comfort industry;\n\u25cf Substantial and increasingly intense competition worldwide in e-commerce;\n\u25cf Any reduction in the availability of credit to consumers;\n\u25cf Maintaining only the necessary amounts of raw material and product inventory;\n\u25cf Ability to provide timely delivery to our customers;\n\u25cf Dependence on a few key employees;\n\u25cf Failure to maintain internal controls and the potential impact of making material misstatements on financial results and reporting;\n\u25cf Need to implement additional finance and accounting systems, procedures and controls as we grow; and\n\u25cf Failure of or disruptions to our information technology systems.\nRegulatory and Litigation Risks\n\u25cf Ability to participate in government COVID-19 relief programs;\n\u25cf Regulatory requirements requiring costly expenditures and exposure to liability, some of which are specific to the manufacture and disposal of mattresses; and\n\u25cf Income tax, sales tax or other tax liabilities.\nRisks Relating to our Intellectual Property and Use of Technology\n\u25cf Ability to protect our product designs and other proprietary rights both domestically and internationally;\n\u25cf Claims that we or our licensors have infringed the proprietary rights of others;\n\u25cf Purple LLC\u2019s license of intellectual property to EdiZONE, LLC;\n\u25cf Ability to keep pace with rapid technological developments; and\n\u25cf Failure to protect sensitive employee, customer and consumer data.\nRisks Relating to Our Organizational Structure\n\u25cf Anti-takeover provisions in Delaware law and our Second Amended and Restated Certificate of Incorporation;\n\u25cf Provisions in our Second Amended and Restated Certificate of Incorporation making it difficult for investors to bring legal action against us or our directors or officers;\n\u25cf Provisions in our Second Amendment and Restated Certificate of Incorporation limiting a stockholders\u2019 ability to obtain a favorable judicial forum;\n\u25cf Future sales of our Class A Common St", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1643953_2020.htm (CIK: 1643953, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01133", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nUnless the context otherwise requires, all references in this section to \u201cwe,\u201d \u201cus,\u201d \u201cour\u201d or the \u201cCompany\u201d refer to the Company prior to the consummation of the Merger. The following discussion and analysis of the Company\u2019s financial condition and results of operations should be read in conjunction with our audited financial statements and the notes related thereto included in this Annual Report on Form 10-K. Certain information contained in the discussion and analysis set forth below includes forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth under \u201cForward-Looking Statements; Market, Ranking and Other Industry Data,\u201d \u201cItem 1A. Risk Factors\u201d and elsewhere in this Annual Report on Form 10-K.\nOverview\nWe are a former blank check company formed under the laws of the State of Delaware on November 7, 2018 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more target businesses. We completed our initial public offering on February 26, 2019 and business combination on January 21, 2021.\nRecent Developments\nOn January 21, 2021 (the \u201cClosing Date\u201d), we consummated the previously announced transactions contemplated by the Merger Agreement, dated October 21, 2020 and as amended by Amendment No. 1 dated December 16, 2020, by and among the Company, a wholly owned subsidiary of the Company (\u201cMerger Sub\u201d) and CarLotz Group, Inc. (f/k/a CarLotz, Inc.) (\u201cFormer CarLotz\u201d). The Merger Agreement provided for the acquisition of Former CarLotz by the Company pursuant to the merger of Merger Sub with and into Former CarLotz (the \u201cMerger\u201d), with Former CarLotz continuing as the surviving entity and a wholly owned subsidiary of the Company.\nIn connection with the Closing, the Company changed its name from Acamar Partners Acquisition Corp. to CarLotz, Inc.\nResults of Operations\nOur only activities from inception to December 31, 2020 were organizational activities, those necessary to prepare for our initial public offering, described below, identifying a target company for a business combination and consummating the Merger. We generated non-operating income in the form of interest income on marketable securities held in the Company\u2019s trust account. We incurred expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence and merger and acquisition expenses in connection with completing a business combination.\nFor the year ended December 31, 2020, we had net loss of $3,542,687, which consisted of interest income on marketable securities held in the trust account of $1,818,650, offset by operating costs of $5,020,847 and a provision for income taxes of $340,490.\nFor the year ended December 31, 2019, we had net income of $3,478,202, which consisted of interest income on marketable securities held in the trust account of $5,531,557, offset by operating costs of $932,834 and a provision for income taxes of $1,120,521.\nLiquidity and Capital Resources\nFor the year ended December 31, 2020, cash used in operating activities was $2,299,225, resulting primarily from net loss of $3,542,687 and interest earned on marketable securities held in the trust account of $1,818,650. Changes in operating assets and liabilities provided $3,062,112 of cash from operating activities.\nFor the year ended December 31, 2019, cash used in operating activities was $2,055,329, resulting primarily from net income of $3,478,202 and interest earned on marketable securities held in the trust account of $5,531,557. Changes in operating assets and liabilities used $1,974 of cash from operating activities.\nAs of December 31, 2020, we had cash and marketable securities held in the t", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1759008_2020.htm (CIK: 1759008, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01134", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data\nWe are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1812727_2020.htm (CIK: 1812727, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01135", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nThe information required by this Item is incorporated herein by reference to the section entitled \"Executive Compensation\" in our Proxy Statement.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 946581_2020.htm (CIK: 946581, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01136", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nThis section includes comparisons of certain 2020 financial information to the same information for 2019. For discussion of 2019 results in comparison with 2018 results refer to \u201cManagement\u2019s Discussion and Analysis of Financial Conditions and Results of Operations\u201d in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 19, 2020.\nOverview\nAmkor is one of the world\u2019s leading providers of outsourced semiconductor packaging and test services. Our financial goals are sales growth and improved profitability. To achieve these goals, we are focused on generating increased value from our investments in advanced technologies, improving utilization of existing assets, executing our balanced growth strategy and selectively growing our scale and scope through strategic investments.\nWe are an industry leader in developing and commercializing advanced packaging and test technologies. We believe these advanced technology solutions provide substantial value to our customers, particularly in the mobile communications market, where growth generally outpaces the overall semiconductor industry. Advanced packages are now the preferred choice in both the high-end and the mid-range segments of the smartphone market, which together account for a high portion of mobile phone semiconductor value. The demand for advanced packages is also being driven by second-wave mobile device customers, who are transitioning out of wirebond into wafer-level and flip-chip packages. Interest in advanced packages for automotive applications is growing as well, largely due to new, data-intensive applications, which require increased pin count and performance. We believe that our technology leadership and this technology transition create significant growth opportunities for us.\nWe typically look for opportunities in the advanced packaging and test area where we can generate reasonably quick returns on investments made for customers seeking leading edge technologies. We also focus on developing a second wave of customers to fill the capacity that becomes available when leading edge customers transition to newer packaging and test equipment and platforms. In addition, we are seeking to add new customers and to deepen our engagement with existing customers. This includes an expanded emphasis on the automotive end market where semiconductor content continues to grow and in the analog area for our mainstream wirebond technologies.\nFrom time to time, we identify attractive opportunities to grow our customer base and expand the markets we serve through joint ventures, acquisitions and other strategic investments. For example, in May 2017 we acquired Nanium, which has strengthened our position in the market for wafer-level fan-out packaging. We believe that taking advantage of these opportunities helps to diversify our revenue streams, improve our profits, broaden our portfolio of services and maintain our technological leadership.\nAs a supplier in the semiconductor industry, our business is cyclical and impacted by broad economic factors. Historical trends indicate there has been a strong correlation between worldwide gross domestic product levels, consumer spending and semiconductor industry cycles. The semiconductor industry has experienced significant and sometimes prolonged cyclical upturns and downturns in the past. We cannot predict the timing, strength or duration of any correction, economic slowdown or subsequent economic recovery. While customer demand for our services was, overall, quite strong throughout 2020, particularly in the communications and consumer end markets, demand in automotive and industrial was lower through most of the year due to the Covid-19 pandemic. We made many adjustments to our operations during 2020 to navigate through the onset of the pandemic, and through these efforts we were able to continue serving custome", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1047127_2020.htm (CIK: 1047127, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01137", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nNational Instruments Corporation and its subsidiaries (referred to as the \u201cCompany,\u201d \u201cwe,\u201d \u201cus,\u201d \u201cour,\u201d \u201cNational Instruments\u201d or \u201cNI\u201d) has made forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the \u201cExchange Act\u201d), that are subject to risks and uncertainties. Any statements contained herein regarding our future financial performance, operations or other matters (including, without limitation, statements to the effect that we \u201cbelieve,\u201d \u201cexpect,\u201d \u201cplan,\u201d \u201cintend to,\u201d \u201cmay,\u201d \u201cwill,\u201d \u201cproject,\u201d \u201canticipate,\u201d \u201ccontinue,\u201d \u201cstrive to,\u201d \u201cendeavor to,\u201d \u201cseek to,\u201d \u201care committed to,\u201d \"remaining committed to\"; \u201care encouraged by,\u201d \"remain cautious,\" \"remain optimistic,\" \u201cestimate\u201d, \"focus on\"; statements of \u201cgoals,\u201d\u201ccommitments,\u201d \"strategy\" or \u201cvisions\u201d; or other variations thereof or comparable terminology or the negative thereof) should be considered forward-looking statements. All forward-looking statements are based on current expectations and projections of future events. We claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 for all forward-looking statements.\nAlthough we believe that the expectations reflected in the forward-looking statements are reasonable, forward-looking statements are not guarantees of performance and actual results could differ materially from those projected in the forward-looking statements as a result of a number of important factors, including those set forth under the heading \u201cRisk Factors\u201d above and elsewhere in this Form 10-K, which could affect our future results and could cause those results or other outcomes to differ materially from those expressed or implied in the forward-looking statements. Actual results could differ materially from those stated or implied by our forward-looking statements, due to risks and uncertainties associated with our business or under different assumptions or conditions. You should not place undue reliance on any of these forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made, and we disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.\nOverview and Current Business Outlook\nFor more than 40 years, we have enabled engineers and scientists around the world to accelerate productivity, innovation and discovery. Our software-centric platform provides an advanced approach through integration of software and modular hardware to create automated test and automated measurement systems. We believe our long-term track record of innovation and our differentiated platform help support the success of our customers, employees, suppliers and stockholders. We have been profitable in every year since 1990. We sell to a large number of customers in a wide variety of industries. No single customer represented more than 3% of our sales in each of the last three years.\nThe key strategies that we focus on in running our business are the following:\n\u2022Expanding our available market opportunity\nWe strive to increase our available market by identifying new opportunities in existing customers, attracting and serving new customers, and expanding our business to market adjacencies. Our large network of existing customers provides a broad base from which to expand.\n\u2022Maintaining a high level of customer satisfaction\nTo maintain a high level of customer satisfaction we strive to offer innovative, modular and integrated products through a global sales and support network. We strive to maintain a high degree of backward compatibility across different platforms to preserve the customer\u2019s investment in our products. In this time of intense global competition, ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 935494_2020.htm (CIK: 935494, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01138", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nRISKS RELATED TO OUR COMPANY\nOUR BUSINESS IS IMPACTED BY THE COVID-19 PANDEMIC\nIn December 2019, a novel strain of COVID-19 was reported in China. Since then, the COVID-19 has spread globally including across North America and the United States. The spread of COVID-19 from China to other countries has resulted in the World Health Organization (WHO) declaring the outbreak of COVID-19 as a \u201cpandemic,\u201d or a worldwide spread of a new disease, on March 11, 2020.\nThe recent outbreak of COVID-19 has affected, and may continue to adversely affect, our business, financial condition, results of operations, cash flows, liquidity and stock price. Other pandemics, epidemics, widespread illness or other health issues that interfere with the ability of our employees, suppliers, customers, financing sources or others to conduct business, or negatively affects consumer confidence or the global economy, could also adversely affect us.\nIn March 2020, the World Health Organization characterized the outbreak of COVID-19 as a pandemic, and the President of the United States declared COVID-19 a national emergency. COVID-19 has resulted in various government actions globally, including governmental actions in the U.S. designed to slow the spread of the virus. Shelter-in-place or stay-at-home orders were implemented in many of the jurisdictions where we operate. However, we plan on remaining open in the U.S. COVID-19 is a widespread public health crisis that is adversely affecting financial markets and the economies of many countries. Any resulting economic downturn could adversely affect demand for our operations and contribute to volatile supply and demand conditions affecting prices and volumes in our markets.\nThe extent to which COVID-19 may adversely impact our business depends on future developments, which are highly uncertain and unpredictable, including new information concerning the severity of the pandemic and the effectiveness of actions globally to contain or mitigate its effects. While we expect COVID-19 to negatively impact our results of operations, cash flows and financial position, the current level of uncertainty over the economic and operational impacts of COVID-19 and the actions to contain the outbreak or treat its impact means the related financial impact cannot be reasonably estimated at this time.\nTHE FACT THAT WE HAVE NOT EARNED ANY OPERATING REVENUES SINCE OUR INCORPORATION RAISES SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE TO EXPLORE OUR MINERAL PROPERTIES AS A GOING CONCERN.\nWe have not generated any revenue from operations since our incorporation and we anticipate that we will continue to incur operating expenses without revenues. We had cash in the amount of $19,482 as of November 30, 2020 and a working capital deficit of $1,231,244. We have also incurred a cumulative net loss of $3,809,758 from our inception on April 29, 2008 through November 30, 2020. We estimate that our average monthly operating expenses will be approximately $42,000, including management services and administrative costs. Should the results of our planned exploration require us to increase our current operating budget, we may have to raise additional funds to meet our currently budgeted operating requirements for the next 12 months. As we cannot assure a lender that we will be able to successfully explore and develop our mineral property, we will probably find it difficult to raise debt financing from traditional lending sources. We have in the past raised our operating capital from sales of equity securities, but there can be no assurance that we will continue to be able to do so. If we cannot raise the money that we need to continue exploration of our mineral property, we may be forced to delay, scale back, or eliminate our exploration activities. If any of these were to occur, there is a substantial risk that our business would fail.\nThese circumstances lead our independent registered public accounting firm, in their repo", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1456802_2020.htm (CIK: 1456802, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01139", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\nAs a \u201csmaller reporting company\u201d as defined by Item 10 of Regulation S-K, the Company is not required to provide the information required by this Item.\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1138608_2020.htm (CIK: 1138608, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01140", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nQuantitative and Qualitative Disclosures about Market Risk\nIn the normal course of business, the Company encounters several significant types of market risks including commodity and interest rate risks.\nCommodity Price Risk\nDue to the nature of the LNG distribution business, the Company has short term agreements with suppliers to contract for LNG purchases. These contracts extend for various period and minimums. The index rate pricing for natural gas may increase or decrease in the future based upon market conditions.\nCommodity price risk is the risk of loss arising from adverse changes in market rates and prices. We are able to limit our exposure to fluctuations in natural gas prices by structuring our contract pricing with customers so that it mirrors the volatility in our supply cost with vendors. Our exposure to market risk associated with LNG price changes may adversely impact our business. We do not currently have any derivative arrangements to protect against fluctuations in commodity prices, but to mitigate the effect of fluctuations in LNG prices on our operations, we may enter into various derivative instruments in the future.\nWe are subject to market risk from fluctuating market prices of certain raw materials related to power delivery equipment and services. While such materials are typically available from numerous suppliers, commodity raw materials are subject to price fluctuations. We endeavor to recoup these price increases from our customers on an individual contract basis to avoid operating margin erosion. Although historically we have not entered into any contracts to hedge commodity risk, we may do so in the future. Commodity price changes can have a material impact on our prospective earnings and cash flows. Copper, steel and aluminum represent a significant element of our material cost. Significant increases in the prices of these materials could reduce our estimated operating margins if we are unable to recover such increases from our customers.\nInterest Rate Risk\nOn September 30, 2013, the Company entered into a Secured Term Note Payable with Chart E&C. This Note Payable bears interest at a variable rate and exposes us to interest rate risk. Interest is calculated under the terms of the Note Payable based on a calculation of 3% plus the London interbank offered rate at the end of each month. Following the August 30, 2019 debt exchange with Chart E&C, a 1% increase or decrease in the interest rate would have a de minimis impact on annual interest expense. See Note 10-Debt to the Notes to Consolidated Financial Statements included elsewhere in this report for information on the terms of the Note Payable.\nWe do not currently have or intend to enter into any derivative arrangements to protect against fluctuations in interest rates applicable to our outstanding indebtedness.\nForeign Currency Exchange Rate Risk\nWe operate subsidiaries in Brazil and Mexico and maintain an equity method investment in our Chinese joint venture, BOMAY. The functional currency of the Brazilian and Mexican subsidiaries are the Brazilian Real and Mexican Peso, respectively. The functional currency of the Chinese joint venture is the Chinese Yuan. The assets and liabilities of the foreign equity investees and foreign subsidiaries, denominated in foreign currency, are translated into United States dollars at exchange rates in effect at the consolidated balance sheet date and net sales and expenses are translated at the average exchange rate for the period. The resulting cumulative translation adjustment totaling $122 thousand has been recorded as Accumulated Other Comprehensive Income (Loss), net of taxes, in our Consolidated Balance Sheet at December 31, 2020.\nAs of December 31, 2020, we had a non-U.S. dollar denominated working capital balance of approximately $971 thousand. An adverse change of 10% in the underlying foreign currency exchange rate would reduce our w", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1043186_2020.htm (CIK: 1043186, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01141", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures about Market Risk\nOur exposure to market risk is primarily related to the impact of interest rate fluctuations on our debt obligations. Market risk is the potential loss arising from adverse changes in market interest rates on our variable rate obligations. In order to manage the volatility relating to changes in interest rates, we utilize derivative financial instruments such as interest rate swaps to maintain a mix of fixed and variable rate debt. We do not use derivatives for trading or speculative purposes. Our interest rate swap agreements effectively convert a portion of our floating-rate debt to a fixed-rate basis, thereby reducing the impact of interest rate changes on future cash interest payments. We calculate the potential change in interest expense caused by changes in market interest rates by determining the effect of the hypothetical rate increase on the portion of our variable rate debt that is not subject to a variable rate floor or hedged through the interest rate swap agreements.\nAt December 31, 2020, the majority of our variable rate debt was subject to a 1.00% London Interbank Offered Rate (\u201cLIBOR\u201d) floor. Based on our variable rate debt outstanding as of December 31, 2020, a 1.00% increase in market interest rates would increase annual interest expense by approximately $0.5 million. A 1.00% decrease in current interest rates would not impact annual interest expense on our variable rate debt due to the 1.00% LIBOR floor.\nAs of December 31, 2020, the fair value of our interest rate swap agreements amounted to a liability of $29.3 million. Pre-tax deferred losses related to our interest rate swap agreements included in accumulated other comprehensive loss was $25.2 million at December 31, 2020.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1304421_2020.htm (CIK: 1304421, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01142", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nThe Fund\u2019s business activities contain various elements of risk, of which Management considers interest rate and credit risk to be the principal types of risks. Because the Fund considers the management of risk essential to conducting its business and to maintaining profitability, the Fund\u2019s risk management procedures are designed to identify and analyze the Fund\u2019s risks, to set appropriate policies and limits and to continually monitor these risks and limits by means of reliable administrative and information systems and other policies and programs.\nThe Fund manages its market risk by maintaining a portfolio that is diverse by industry, size of investment, stage of development, and borrower. The Fund has limited exposure to public market price fluctuations as the Fund primarily invests in private business enterprises and distributes all equity investments upon receipt to the Company.\nThe Fund\u2019s investments are subject to market risk based on several factors, including, but not limited to, the borrower\u2019s credit history, available cash, support of the borrower\u2019s underlying investors, available liquidity, \u201cburn rate,\u201d revenue income, security interest, secondary markets for collateral, the size of the loan, term of the loan and the ability to exit via initial public offering or merger and acquisition.\nThe Fund\u2019s exposure to interest rate sensitivity is regularly monitored and analyzed by measuring the characteristics of assets and liabilities. The Fund utilizes various methods to assess interest rate risk in terms of the potential effect on interest income net of interest expense, the value of net assets and the value at risk in an effort to ensure that the Fund is insulated from any significant adverse effects from changes in interest rates. Because the Fund terminated the debt facility on July 16, 2020 and does not plan to borrow in the future, a significant change in market interest rates will not have a material effect on the Fund's interest expense.\nBecause all of the Fund\u2019s loans impose a fixed interest rate upon funding, changes in short-term interest rates will not directly affect interest income associated with the loan portfolio as of December 31, 2020. Changes in short-term interest rates could also affect interest rate expense, realized gain from investments and interest on the Fund\u2019s short-term investments.\nBased on the Fund\u2019s Statements of Assets and Liabilities as of December 31, 2020, the following table shows the approximate annualized increase (decrease) in components of net assets resulting from operations of hypothetical base rate changes in interest rates, assuming no changes in investments and cash balances.\nAlthough Management believes that the foregoing analysis is indicative of the Fund\u2019s sensitivity to interest rate changes, it does not take into consideration potential changes in the credit market, credit quality, size and composition of the assets in the portfolio. It also does not assume any new fundings to borrowers, repayments from borrowers or defaults on borrowings. Accordingly, no assurances can be given that actual results would not differ materially from the table above.\nThe Fund is not sensitive to changes in foreign currency exchange rates, commodity prices and other market rates or prices.\nITEM 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1557424_2020.htm (CIK: 1557424, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01143", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nThe following discussion and analysis should be read in conjunction with the consolidated financial statements and accompanying notes included elsewhere in this Annual Report on Form 10-K. This section of this Form 10-K generally discusses 2020 and 2019 items and year-to-year comparisons between 2020 and 2019. Discussions of 2018 items and year-to-year comparisons between 2019 and 2018 that are not included in this Form 10-K can be found in \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2019.\nGeneral\nWe are a Maryland corporation focused on investing in and managing Agency residential mortgage-backed securities, or Agency RMBS, mortgage servicing rights, or MSR, and other financial assets, which we collectively refer to as our target assets. We operate as a real estate investment trust, or REIT, as defined under the Internal Revenue Code of 1986, as amended, or the Code.\nOur objective is to provide attractive risk-adjusted total return to our stockholders over the long term, primarily through dividends and secondarily through capital appreciation. We acquire and manage an investment portfolio of our target assets, which include the following:\n\u2022Agency RMBS (which includes inverse interest-only Agency securities classified as \u201cAgency Derivatives\u201d for purposes of U.S. generally accepted accounting principles, or U.S. GAAP), meaning RMBS whose principal and interest payments are guaranteed by the Government National Mortgage Association (or Ginnie Mae), the Federal National Mortgage Association (or Fannie Mae), or the Federal Home Loan Mortgage Corporation (or Freddie Mac), or collectively, the government sponsored entities, or GSEs;\n\u2022MSR; and\n\u2022Other financial assets comprising approximately 5% to 10% of the portfolio (includes certain non-hedging transactions that may produce non-qualifying income for purposes of the REIT gross income tests).\nHistorically, we viewed our target assets in two strategies that were based on our core competencies of understanding and managing prepayment and credit risk. Our rates strategy included assets that were primarily sensitive to changes in interest rates and prepayment speeds, specifically Agency RMBS and MSR. Our credit strategy included assets that were primarily sensitive to changes in inherent credit risk, including non-Agency securities, meaning securities that are not issued or guaranteed by Ginnie Mae, Fannie Mae or Freddie Mac. In the first quarter of 2020, we experienced unprecedented market conditions as a result of the global COVID-19 pandemic, including unusually significant spread widening in both Agency RMBS and non-Agency securities. In response, we focused our efforts on raising excess liquidity and de-risking our portfolio. On March 25, 2020, we sold substantially all of our non-Agency securities in order to eliminate the risks posed by continued margin calls and ongoing funding concerns associated with the significant spread widening on these assets. We also sold approximately one-third of our Agency RMBS during the first quarter in order to reduce risk and raise cash to establish a strong defensive liquidity position to weather potential ongoing economic and market instability. Throughout the remainder of 2020, we focused on the composition of our Agency RMBS and MSR portfolio, deploying risk as the market entered a period of stabilization and asset price recovery. Going forward, management expects our capital to be fully allocated to our strategy of pairing Agency RMBS and MSR.\nOur Agency RMBS portfolio is comprised of adjustable rate and fixed rate mortgage-backed securities backed by single-family and multi-family mortgage loans. All of our principal and interest Agency RMBS are Fannie Mae or Freddie Mac mortgage pass-through certificates or collate", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: irs, internal revenue. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01144", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nAn investment in our common stock and our financial results are subject to a number of risks. You should carefully consider the risks described below and all other information contained in this Annual Report on Form 10-K and the documents incorporated by reference. Our business, prospects, financial condition or operating results could be harmed by any of these risks, as well as other risks not currently known to us or that we currently consider immaterial. Additional risks and uncertainties, including those generally affecting the industry in which we operate and risks that management currently deems immaterial, may arise or become material in the future and affect our business.\nRisk Factors Related to Our Business\nOur business has been and is likely to continue to be negatively affected by the recent COVID-19 outbreak.\nThe outbreak of COVID-19 in the United States, which was declared a pandemic by the World Health Organization on March 11, 2020, continues to adversely affect commercial activity and has contributed to significant declines in economic activity. In particular, the COVID-19 pandemic has affected a number of operational factors, including:\n\u2022 merchant temporary closures and failures;\n\u2022 continued and/or worsening unemployment which may negatively influence consumer spending;\n\u2022 third-party disruptions, including potential outages at network providers, and other suppliers; and\n\u2022 increased cyber and payment fraud risk.\nThese factors may remain prevalent for a significant period of time and may continue to adversely affect our business, results of operations and financial condition even after the COVID-19 pandemic has subsided. The full effects of the COVID-19 pandemic on our business, results of operations, financial condition and cash flows will depend on future developments, which are highly uncertain and difficult to predict at this time, including, but not limited to, the duration and spread of the pandemic, its severity, the restrictive actions taken to contain the virus or treat its effects, its effects on our customers and how quickly and to what extent normal economic and operating conditions, operations and demand for our services can resume. Accordingly, while the COVID-19 pandemic could have an adverse effect on our revenues and financial results for reporting periods after 2020, the ultimate effects on our operations, financial condition and cash flows cannot be determined at this time.\nUnauthorized disclosure of merchant or cardholder data, whether through breach of our computer systems, computer viruses, or otherwise, could expose us to liability, protracted and costly litigation and damage our reputation.\nOur services include the processing, transmission and storing of sensitive business and personal information about our merchants, merchants\u2019 customers, vendors, partners, and other third parties. This information may include credit and debit card numbers, bank account numbers, personal identification numbers, names and addresses or other sensitive business information. This information may also be stored by third parties to whom we outsource certain functions or other agents (\u201cassociated third parties\u201d). We may have responsibility to the card networks, financial institutions, and in some instances, our merchants, and/or ISOs, for our failure or the failure of our associated third parties to protect this information. .\nInformation security risks for us and our competitors have substantially increased in recent years in part due to the proliferation of new technologies and the increased sophistication, resources and activities of hackers, terrorists, activists, organized crime, and other external parties, including hostile nation-state actors. The techniques used to obtain unauthorized access, disable or degrade service, sabotage systems or utilize payment systems in an effort to perpetrate financial fraud change frequently and are often difficult to detect. Threats may derive from ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1653558_2020.htm (CIK: 1653558, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01145", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data\n(a)See accompanying Notes to Consolidated Financial Statements.\n(b)Notes payable, plus current portion of long-term debt, plus long-term debt, minus cash and marketable securities, plus shareholders\u2019 equity.\n(c)Net income plus after-tax interest expense on borrowings as a percentage of the average of quarterly borrowings (net of cash) plus shareholders\u2019 equity over the last five quarterly accounting periods.\n(d)Net income as a percentage of average quarterly shareholders\u2019 equity over the last five quarterly accounting periods.\n(e)Certain amounts for the years 2016 through 2018 have been adjusted to reflect the retrospective application of our reclassification of certain pension costs upon the adoption of a new accounting standard in 2019.\n(f)Certain amounts for 2016 have been adjusted to reflect the retrospective application of our reclassification of debt issuance costs upon the adoption of a new accounting standard in 2017.\n(g)Net current assets equal total current assets less total current liabilities. The 2020 increase was driven primarily by the decrease in current maturities of long-term debt.\nNordson Corporation 24\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 72331_2020.htm (CIK: 72331, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01146", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nThe following discussion should be read in conjunction with our audited consolidated financial statements and notes thereto included in Item 8 - Financial Statements and Supplementary Data of this Annual Report. Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States, or U.S. GAAP, and, unless otherwise indicated, the other financial information contained in this Annual Report has also been prepared in accordance with U.S. GAAP. See \u201cForward-Looking Statements\u201d and Item 1A - Risk Factors, for a discussion of factors that could cause our future financial condition and results of operations to be materially different from those discussed below. Certain monetary amounts, percentages and other figures included in this Annual Report have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be the arithmetic aggregation of the figures that precede them, and figures expressed as percentages in the text may not total 100% or, as applicable, when aggregated may not be the arithmetic aggregation of the percentages that precede them. Unless otherwise indicated, all references to \u201cdollars\u201d and \u201c$\u201d in this Annual Report are to, and all monetary amounts in this Annual Report are presented in, U.S. dollars.\nOverview\nWe operate one of the world\u2019s largest satellite services businesses, providing a critical layer in the global communications infrastructure.\nWe provide diversified communications services to the world\u2019s leading media companies, fixed and wireless telecommunications operators, data networking service providers for enterprise and mobile applications in the air and on the seas, multinational corporations and Internet Service Providers. We are also the leading provider of commercial satellite capacity to the U.S. government and other select military organizations and their contractors.\nOur customers use our global network for a broad range of applications, from global distribution of content for media companies to providing the transmission layer for commercial aeronautical consumer broadband connectivity, to enabling essential network backbones for telecommunications providers in high-growth emerging regions.\nOur network solutions are a critical component of our customers\u2019 infrastructures and business models. Generally, our customers need the specialized connectivity that satellites provide so long as they are in business or pursuing their mission. In recent years, mobility services providers have contracted for services on our fleet that support broadband connections for passengers on commercial flights and cruise ships, connectivity that in some cases is only available through our network. In addition, our satellite neighborhoods provide our media customers with efficient and reliable broadcast distribution that maximizes audience reach, a technical and economic benefit that is difficult for terrestrial services to match. In developing regions, our satellite solutions often provide higher reliability than is available from local terrestrial telecommunications services and allow our customers to reach geographies that they would otherwise be unable to serve.\nThrough our recent acquisition of Gogo Inc.\u2019s (\u201cGogo\u201d) commercial aviation business (\u201cGogo CA\u201d), we became the global leader in providing in-flight connectivity (\u201cIFC\u201d) and wireless in-flight entertainment (\u201cIFE\u201d) solutions to the commercial aviation industry. Services provided by our Gogo CA business include passenger connectivity, which allows passengers to connect to the Internet from their personal Wi-Fi-enabled devices; passenger entertainment, which offers passengers the opportunity to enjoy a broad selection of IFE options on their laptops and personal Wi-Fi enabled devices; and Connected Aircraft Services (\u201cCAS\u201d), which offer airlines connectivity for vari", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1525773_2020.htm (CIK: 1525773, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01147", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data\nSelected Financial Data for this item is not required. Information regarding the Company\u2019s financial condition, results of operations and ratios can be found in \u201cItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1476034_2020.htm (CIK: 1476034, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01148", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\nSelected financial data to our financial statements located elsewhere in this Annual Report on Form 10-K is not required for smaller reporting companies under Article 8 Regulation S-X.\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1689490_2020.htm (CIK: 1689490, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01149", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk\nWe are exposed to market risk including foreign exchange risk, credit risk, cash flow interest rate risk and liquidity risk.\nForeign Exchange Risk\nRenminbi, or RMB, is not a freely convertible currency. The State Administration of Foreign Exchange, under the authority of the People\u2019s Bank of China, controls the conversion of RMB into foreign currencies. The value of RMB is subject to changes in central government policies and to international economic and political developments affecting supply and demand in the China Foreign Exchange Trading System market. The cash and cash equivalents of our company included aggregated amounts of RMB155.9 million and RMB47.2 million, which were denominated in RMB, as of December 31, 2020 and 2019, respectively, representing 5% and 9% of the cash and cash equivalents as of December 31, 2020 and 2019, respectively.\nOur business mainly operates in China with a significant portion of our transactions settled in RMB, and our financial statements are presented in U.S. dollars. We do not believe that we currently have any significant direct foreign exchange risk and have not used any derivative financial instruments to hedge our exposure to such risk. Although, in general, our exposure to foreign exchange risks should be limited, the value of your investment in our ADSs will be affected by the exchange rate between the U.S. dollar and the RMB because the value of our business is effectively denominated in RMB, while the ADSs will be traded in U.S. dollars.\nThe value of the RMB against the U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in China\u2019s political and economic conditions. The conversion of RMB into foreign currencies, including U.S. dollars, has been based on rates set by the PBOC. On July 21, 2005, China changed its decade-old\npolicy of pegging the value of the RMB to the U.S. dollar. Under the revised policy, the RMB is permitted to fluctuate within a narrow and managed band against a basket of certain foreign currencies. This\nchange in policy resulted in a more than 20% appreciation of the RMB against the U.S. dollar in the following three years. Between July 2008 and June 2010, this appreciation halted, and the exchange rate between the RMB and U.S. dollar remained within a narrow band. In June 2010, the PBOC announced that China government would increase the flexibility of the exchange rate, and thereafter allowed the RMB to appreciate slowly against the U.S. dollar within the narrow band fixed by the PBOC. However, in August 2015, the PBOC significantly devalued the RMB.\nTo the extent that we need to convert U.S. dollars into RMB for our operations or if any of our arrangements with other parties are denominated in U.S. dollars and need to be converted into RMB, appreciation of the RMB against the U.S. dollar would have an adverse effect on the RMB amount we receive from the conversion. Conversely, if we decide to convert RMB into U.S. dollars for the purpose of making payments for dividends on our ordinary shares or ADSs or for other business purposes, appreciation of the U.S. dollar against the RMB would have a negative effect on the U.S. dollar amounts available to us.\nCredit Risk\nOur credit risk is primarily attributable to the carrying amounts of cash and cash equivalents and short-term investment. The carrying amounts of cash and cash equivalents and short-term investment represent the maximum amount of loss due to credit risk. As of December 31, 2020 and 2019, all of our cash and cash equivalents and short-term investments were held by major financial institutions located in China and international financial institutions outside of China which we believe are of high credit quality, and we will continually monitor the credit worthiness of these financial institutions.\nInflation\nIn recent years, China has not experienced significant inflation, and thus inflation has", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1704292_2020.htm (CIK: 1704292, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01150", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nReference is made to the information appearing above under the subheading \u201cMarket Sensitive Instruments and Risk Management\u201d under the caption \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operation,\u201d which information is hereby incorporated by reference.\nITEM 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 947484_2020.htm (CIK: 947484, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01151", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nThe following discussion should be read in conjunction with our consolidated financial statements and related notes and other financial information appearing elsewhere in this Annual Report on Form 10-K. In addition to historical information, the following discussion and other parts of this Annual Report on Form 10-K contain forward-looking information that involves risks and uncertainties.\nOverview\nWe were incorporated under the general corporation laws of the State of Maryland on August 9, 2011 and commenced operations on December 17, 2012 upon raising proceeds of $2,500 from persons not affiliated with us, CIM or Apollo. We are an externally managed, non-diversified closed-end management investment company that has elected to be regulated as a BDC under the 1940 Act. We elected to be treated for federal income tax purposes as a RIC, as defined under Subchapter M of the Code.\nOur investment objective is to generate current income and, to a lesser extent, capital appreciation for investors. Our portfolio is comprised primarily of investments in senior secured debt, including first lien loans, second lien loans and unitranche loans, and, to a lesser extent, collateralized securities, structured products and other similar securities, unsecured debt, and equity, of private and thinly-traded U.S. middle-market companies. In connection with our debt investments, we may receive equity interests such as warrants or options as additional consideration. We may also purchase equity interests in the form of common or preferred stock in our target companies, either in conjunction with one of our debt investments or through a co-investment with a financial sponsor.\nWe are managed by CIM, our affiliate and a registered investment adviser. Pursuant to an investment advisory agreement with us, CIM oversees the management of our activities and is responsible for making investment decisions for our portfolio. On November 13, 2020, our board of directors, including a majority of directors who are not interested persons, approved the renewal of the investment advisory agreement with CIM for a period of twelve months commencing December 17, 2020. We and CIM previously engaged AIM to act as our investment sub-adviser.\nOn July 11, 2017, the members of CIM entered into the Third Amended CIM LLC Agreement for the purpose of creating a joint venture between AIM and CIG. Under the Third Amended CIM LLC Agreement, AIM became a member of CIM and was issued a newly-created class of membership interests in CIM pursuant to which AIM, among other things, shares in the profits, losses, distributions and expenses of CIM with the other members in accordance with the terms of the Third Amended CIM LLC Agreement, which results in CIG and AIM each owning a 50% economic interest in CIM.\nOn July 10, 2017, our independent directors unanimously approved the termination of the investment sub-advisory agreement with AIM, effective as of July 11, 2017, as part of the new and ongoing relationship among us, CIM and AIM. Although the investment sub-advisory agreement and AIM's engagement as our investment sub-adviser were terminated, AIM's investment professionals continue to perform certain services for CIM and us, including, without limitation, identifying investment opportunities for approval by CIM's investment committee. AIM is not paid a separate fee in exchange for such services, but is entitled to receive distributions as a member of CIM as described above.\nOn December 4, 2017, the members of CIM entered into the Fourth Amended CIM LLC Agreement. Under the Fourth Amended CIM LLC Agreement. AIM\u2019s investment professionals perform certain services for CIM, which include, among other services, (i) assistance with identifying and providing information about potential investment opportunities for approval by CIM\u2019s investment committee; and (ii) providing (a) trade and settlement ", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01152", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nThe company is exposed to risk that its earnings, cash flows and equity could be adversely impacted by changes in foreign exchange rates and interest rates. Certain derivative instruments are used when available on a cost-effective basis to hedge the company's underlying economic exposures. See Note 11 to the Consolidated Financial Statements for additional information regarding the company's financial instruments and hedging strategies.\nForeign Currency Risk\nAbbVie's primary net foreign currency exposures are the Euro, Japanese yen, Canadian dollar and British pound. The following table reflects the total foreign currency forward exchange contracts outstanding at December 31, 2020 and 2019:\nThe company estimates that a 10% appreciation in the underlying currencies being hedged from their levels against the U.S. dollar, with all other variables held constant, would decrease the fair value of foreign exchange forward contracts by $1.14 billion at December 31, 2020. If realized, this appreciation would negatively affect earnings over the remaining life of the contracts. However, gains and losses on the hedging instruments offset losses and gains on the hedged transactions and reduce the earnings and stockholders' equity volatility relating to foreign exchange. A 10% appreciation is believed to be a reasonably possible near-term change in foreign currencies.\nAs of December 31, 2020, the company has \u20ac6.6 billion aggregate principal amount of unsecured senior Euro notes outstanding, which are exposed to foreign currency risk. The company designated these foreign currency denominated notes as hedges of its net investments in certain foreign subsidiaries and affiliates. As a result, any foreign currency translation gains or losses related to the Euro notes will be included in accumulated other comprehensive loss. See Note 10 to the Consolidated Financial Statements for additional information regarding to the senior Euro notes and Note 11 to the Consolidated Financial Statements for additional information regarding to the net investment hedging program.\nInterest Rate Risk\nThe company estimates that an increase in interest rates of 100 basis points would adversely impact the fair value of AbbVie's interest rate swap contracts by approximately $111 million at December 31, 2020. If realized, the fair value reduction would affect earnings over the remaining life of the contracts. The company estimates that an increase of 100 basis points in long-term interest rates would decrease the fair value of long-term debt by $5.7 billion at December 31, 2020. A 100 basis point change is believed to be a reasonably possible near-term change in interest rates.\nITEM 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1551152_2020.htm (CIK: 1551152, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01153", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION.\nThe information required by Item 11 relating to executive compensation is incorporated herein by reference to our definitive proxy statement for the 2021 Annual Meeting of Shareholders, to be filed with the SEC within 120 days of December 31, 2020.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 930420_2020.htm (CIK: 930420, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01154", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation.\nThe information presented under the captions \u201cExecutive Compensation,\u201d \u201cCorporate Governance - Compensation Committee Interlocks and Insider Participation,\u201d and \u201cCompensation Committee Report\u201d in the proxy statement is incorporated herein by reference.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 798287_2020.htm (CIK: 798287, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01155", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nInvesting in our common stock involves a high degree of risk. Before you decide to invest in our common stock, you should carefully consider the risks described below, together with all other information included in this Annual Report, including the disclosures in \u201cItem 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d and our consolidated financial statements and the related notes included in \u201cItem 8. Financial Statements and Supplementary Data.\u201d We believe the risks described below are the risks that are material to us as of the date of this Annual Report. If any of the following risks actually occur, our business, financial condition, results of operations and growth prospects could be materially and adversely affected. In that case, you could experience a partial or complete loss of your investment.\nEconomic Risks\nReliant Bancorp is geographically concentrated in Middle Tennessee, and changes in local economic conditions impact our profitability.\nWe currently operate primarily in the Nashville MSA and surrounding Middle Tennessee area, and most of our loan, deposit and other customers live or have operations in this area. Accordingly, our success significantly depends upon the growth in population, income levels, deposits, and housing starts in this market, along with the continued attraction of business ventures to the area, and our profitability is impacted by the changes in general economic conditions in this market. We cannot assure you that economic conditions, including loan demand, in our market will improve during 2021, or thereafter, and if economic conditions do not improve or worsen, we may not be able to grow our loan portfolio in line with our expectations, and the\nability of our customers to repay their loans to us may be negatively impacted and our financial condition and results of operations could be negatively impacted.\nCompared to regional or national financial institutions, we are less able to spread the risks of unfavorable local economic conditions across a large number of diversified economies. Moreover, we cannot give any assurance that we will benefit from any market growth or more favorable economic conditions in our primary market areas if they do occur.\nUncertain market conditions and economic trends could adversely affect our business, financial condition and results of operations.\nWe operate in an uncertain economic environment, including generally uncertain conditions nationally and locally in our industry and market. Financial institutions continue to be affected by volatility in the real estate market in some parts of the country and uncertain regulatory and interest rate conditions. We retain direct exposure to the residential and commercial real estate markets in Middle Tennessee, particularly in the Nashville MSA, and are affected by these events.\nOur ability to assess the creditworthiness of customers and to estimate the losses inherent in our loan portfolio is made more complex by uncertain market and economic conditions. Global health concerns relating to the COVID-19 outbreak and related government actions taken to reduce the spread of the virus have been weighing on the macroeconomic environment, and the outbreak has significantly increased economic uncertainty and reduced economic activity. Unfavorable economic trends, sustained high unemployment, and declines in real estate values can cause a reduction in the availability of commercial credit and can negatively impact the credit performance of commercial and consumer loans, resulting in increased write-downs. These negative trends can cause economic pressure on consumers and businesses and diminish confidence in the financial markets, which may adversely affect our business, financial condition, results of operations and ability to access capital. A worsening of these conditions, such as a recession or economic slowdown, would likely exacerbate the adverse effects of th", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1606440_2020.htm (CIK: 1606440, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01156", "source": "edgar", "source_license": "public_domain", "text": "Item 8.\nFinancial Statements and Supplementary Data\nCRH Medical Corporation\nIndex to Consolidated Financial Statements\nYear ended December 31, 2020\nPage\nReport of Independent Registered Public Accounting Firm\nManagement\u2019s Report\nConsolidated Balance Sheets at December 31, 2020 and 2019\nConsolidated Statements of Operations and Comprehensive Income for the years ended December 31, 2020 and 2019\nConsolidated Statements of Changes in Equity for the years ended December 31, 2020 and 2019\nConsolidated Statements of Cash Flows for the years ended December 31, 2020 and 2019\nNotes to the Consolidated Financial Statements\nReport of Independent Registered Public Accounting Firm\nTo the Shareholders and Board of Directors\nCRH Medical Corporation:\nOpinion on the Consolidated Financial Statements\nWe have audited the accompanying consolidated balance sheets of CRH Medical Corporation (the Company) as of December 31, 2020 and 2019, the related consolidated statements of operations and comprehensive income (loss), changes in equity, and cash flows for each of the years in the two-year period ended December 31, 2020, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2020, in conformity with U.S. generally accepted accounting principles.\nWe also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company\u2019s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated March 16, 2021 expressed an adverse opinion on the effectiveness of the Company\u2019s internal control over financial reporting.\nBasis for Opinion\nThese consolidated financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.\nCritical Audit Matters\nThe critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial ", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1461119_2020.htm (CIK: 1461119, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01157", "source": "edgar", "source_license": "public_domain", "text": "Item 7.\nManagement\u2019s discussion and analysis of financial condition and results of operations\nReferences to the \u201cCompany,\u201d \u201cone\u201d \u201cour,\u201d \u201cus\u201d or \u201cwe\u201d refer to one. The following discussion and analysis of the Company\u2019s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.\nCautionary Note Regarding Forward-Looking Statements\nThis Annual Report on Form 10-K includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as \u201cmay,\u201d \u201cshould,\u201d \u201ccould,\u201d \u201cwould,\u201d \u201cexpect,\u201d \u201cplan,\u201d \u201canticipate,\u201d \u201cbelieve,\u201d \u201cestimate,\u201d \u201ccontinue,\u201d or the negative of such terms or other similar expressions Such statements include, but are not limited to, possible business combinations and the financing thereof, and related matters, as well as all other statements other than statements of historical fact included in this Form 10-K. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other Securities and Exchange Commission (\u201cSEC\u201d) filings.\nOverview\nWe are a blank check company incorporated in the Cayman Islands on June 24, 2020 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses that we have not yet selected (\u201cBusiness Combination\u201d). We have not selected any business combination partner and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination partner. We intend to effectuate our initial business combination using cash from the proceeds of\nthis offering and the sale of the private placement units, our shares, debt or a combination of cash, equity and debt. Our Sponsor is A-star, a Cayman Islands exempted limited partnership. We are an emerging growth company and, as such, we are subject to all of the risks associated with emerging growth companies.\nOur registration statements for the Initial Public Offering became effective on August 17, 2020. On August 20, 2020, we consummated the Initial Public Offering of 21,500,000 Units, including the issuance of 1,500,000 Units as a result of the underwriters\u2019 exercise of their over-allotment option, at $10.00 per Unit, generating gross proceeds of $215.0 million, and incurring offering costs of approximately $12.4 million, inclusive of approximately $7.5 million in deferred underwriting commissions.\nSimultaneously with the closing of the Initial Public Offering, we consummated the Private Placement of 3,150,000 Private Placement Warrants at a price of $2.00 per Private Placement Warrant with the Sponsor, generating gross proceeds of approximately $6.3 million.\nUpon the closing of the Initial Public Offering and the Private Placement in August 2020, $215.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (\u201cTrust Account\u201d), located in the United States, with Continental Stock Transfer & Trust Company acting as trustee, and will be invested by t", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1816613_2020.htm (CIK: 1816613, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01158", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nThe information required to be disclosed pursuant to this Item 11 is incorporated in its entirety herein by reference to the \u201cCompensation Disclosure and Analysis\u201d and \u201cInformation Relating to the Board of Directors and Committees Thereof\u201d portions of the Company\u2019s definitive proxy statement to be filed with the Commission pursuant to Regulation 14A within 120 days after the end of the Company\u2019s last fiscal year.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 859598_2020.htm (CIK: 859598, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01159", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations\nThe following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K, or this Form 10-K. This Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. These statements are often identified by the use of words such as \u201canticipate,\u201d \u201cbelieve,\u201d \u201ccontinue,\u201d \u201ccould,\u201d \u201cestimate,\u201d \u201cexpect,\u201d \u201cintend,\u201d \u201cmay,\u201d \u201cplan,\u201d \u201cproject,\u201d \u201cwill,\u201d \u201cwould\u201d or the negative or plural of these words or similar expressions or variations. Such forward-looking statements are subject to a number of risks, uncertainties, assumptions and other factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified herein, and those discussed in the section titled \u201cRisk Factors,\u201d set forth in Part I, Item 1A of this Form 10-K and in our other filings with the SEC. Such risks and uncertainties may be amplified by the COVID-19 pandemic and its potential impact on our business and the global economy. You should not rely upon forward-looking statements as predictions of future events. Furthermore, such forward-looking statements speak only as of the date of this report. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements.\nOverview\nWe are a leading provider of Cyber Exposure solutions. Cyber Exposure is a discipline for managing, measuring and comparing cybersecurity risk in the digital era.\nOur enterprise platform offerings include Tenable.io, which is our cloud-delivered software as a service, or SaaS, offering and Tenable.sc, which is our on-premises offering, both of which provide organizations with a risk-based view of traditional and modern attack surfaces. These applications are designed with views, workflows and dashboards to deliver a complete and continuous view of all assets, both known and previously unknown, and any associated vulnerabilities, internal and regulatory compliance violations, misconfigurations and other cybersecurity issues, prioritize these issues for remediation based on risk assessment and predictive analytics, and provide insightful remediation guidance.\nOur enterprise platform offerings also include Tenable.ot, which is our on-premises solution that provides threat detection and mitigation, asset tracking, vulnerability management, and configuration control capabilities to protect OT environments, including industrial networks. Tenable.ot is sold as a stand-alone solution and integrates with Tenable.io and Tenable.sc.\nOur enterprise platform offerings are primarily sold on a subscription basis with a one-year term. Our subscription terms are generally not longer than three years. These offerings are typically prepaid in advance. To a lesser extent, we recognize revenue ratably from perpetual licenses and from the related ongoing maintenance.\nWe sell and market our products and services through our field sales force that works closely with our channel partners, which includes a network of distributors and resellers, in developing sales opportunities. We use a two-tiered channel model whereby we sell our enterprise platform offerings to our distributors, which in turn sell to our resellers, which then sell to end users, which we call customers.\nMany of our enterprise platform customers initially use either our free or paid version of Nessus, one of the most widely deployed vulnerability asse", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1660280_2020.htm (CIK: 1660280, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01160", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6.SELECTED FINANCIAL DATA\nThe selected financial data presented above is subject to the following information:\n(a)2020 reflects the impact of the closure of certain properties for different portions of the year as a result of the COVID-19 global pandemic had on the Company's operations. 2020 also includes a $17.5 million impairment of intangible assets.\n(b)2019 includes:\n-the results from the dates of acquisition through December 31, 2019 for Presque Isle, Lady Luck Nemacolin, Turfway Park, and the equity investment in Rivers Des Plaines, and\n-$10.0 million accelerated amortization of the purchase and sale rights related to the Turfway Park Acquisition.\n(c)2018 includes the $54.9 million pre-tax gain on the Ocean Downs/Saratoga Transaction and the consolidated results of Ocean Downs after August 31, 2018.\n(d)2017 includes a $21.7 million impairment of tangible and intangible assets and a $20.7 million loss on extinguishment of debt. 2017 also includes a $57.7 million income tax benefit resulting primarily from the re-measurement of our net deferred tax liabilities as a result of the Tax Cuts and Jobs Acts (\"Tax Act\").\n(e)2016 includes a $23.7 million gain on Calder land sale.\n(f)Big Fish Games is accounted for as discontinued operations from the date of acquisition on December 16, 2014 through December 31, 2020 as a result of the Big Fish Transaction.\n(g)All per share amounts presented were retroactively adjusted to reflect the Stock Split for shareholders of record on January 11, 2019 and with an effective date of January 25, 2019. CHDN stock began trading at the split adjusted price on January 28, 2019.\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, deferred tax, tax benefit. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01161", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nCompensation Discussion and Analysis\nExecutive Compensation Philosophy and Objectives\nThe components of our compensation package for the named executive officers (consisting of Messrs. Petersen, Don, Starheim and Allen and Ms. Aronson) are consistent with those offered to all employees.\nOur executive compensation program provides a balanced mix of compensation that incorporates the following key components:\n\u2022\nannual base pay;\n\u2022\nan annual cash incentive that is based on the achievement of short-term (one-year) corporate goals;\n\u2022\na three-year cash incentive that is based on the achievement of long-term corporate goals; and\n\u2022\nretirement, health and welfare and other benefit programs.\nWhile all elements of executive compensation work together to provide a competitive compensation package, each element of compensation is determined independently of the other elements.\nOur compensation philosophy is to provide a total compensation package for employees-base pay, short-term incentive, long-term incentive and benefits-that is competitive in the local employment market. However, due to the cooperative nature of the organization, CFC does not meet the total cash compensation levels of named executive officers of other financial services organizations since we do not offer stock or other equity compensation. It is important to CFC, however, to pay the named executive officers of CFC competitively in base pay to retain key talent.\nPerformance-Named executive officers receive base pay that is both market competitive and reflective of their role in developing, implementing and overseeing CFC\u2019s strategy and operations. Other components of compensation-short-term and long-term incentives-reflect the performance of the organization and its success in achieving corporate performance metrics established by the board of directors.\nRetention-CFC\u2019s success is due in large part to the relationship between our employees and our members. This makes the retention of employees, including the named executive officers, vital to our business and long-term success. The\ncompensation package, particularly the long-term incentive plan and the retirement benefits, assist in the retention of a highly qualified management team.\nCompensation Analysis\nIn fiscal year 2020, Mercer (US), Inc. (\u201cMercer US\u201d) was engaged by the Compensation Committee to conduct a survey to provide compensation data for the CEO position using 14 peer organizations identified by Mercer US through discussions with the Compensation Committee. Mercer US included companies in the peer group that were similar to CFC in asset size, industry and business description. The peer group included financial institutions that are private market, commercial and/or mission-driven lenders, offering full-service financing, investment and related services. The companies targeted as peer companies included two members of the Farm Credit System and 12 regional banks and financial services companies.\nThe peer group companies had assets ranging from approximately 50% to 200% of CFC\u2019s May 31, 2019 total assets of $25 billion, and included eight companies with greater total assets than CFC\u2019s. The peer group consisted of financial services organizations New York Community Bancorp, Inc.; Signature Bank; Nelnet, Inc.; Webster Financial Corporation; Flagstar Bancorp, Inc.; People\u2019s United Financial, Inc.; Hancock Whitney Corporation; Onemain Holdings, Inc.; BankUnited, Inc.; Synovus Financial Corporation; TFS Financial Corporation; and Federal Agricultural Mortgage Corporation, as well as two Farm Credit System peers. Bok Financial Corporation was removed from the peer group in fiscal year 2020 due to its merger with CoBiz.\nMercer US led the Compensation Committee through an assessment of CEO compensation data for the peer group companies. Mercer US\u2019 data included both actual compensation and target compensation based on information obtained from each peer group company\u2019s most recent ann", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 70502_2020.htm (CIK: 70502, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01162", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation.\nThe information required by this item is incorporated herein by reference to our Proxy Statement with respect to our 2021 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the end of the fiscal year covered by this Annual Report on Form 10-K.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1661460_2020.htm (CIK: 1661460, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01163", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION.\nThe information required by this Item is incorporated by reference to, and will be contained in, our definitive proxy statement, and thus we have omitted such information in accordance with General Instruction G(3) to Form 10-K.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 77281_2020.htm (CIK: 77281, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01164", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation.\nThe information required by this Item is incorporated by reference to our definitive proxy statement for our 2021 annual meeting of stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2020.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1253176_2020.htm (CIK: 1253176, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01165", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nThe following statements and data are included in this item:\nReport of Independent Registered Public Accounting Firm\nConsolidated Statements of Income (For years ended December 31, 2020, 2019 and 2018)\nConsolidated Statements of Comprehensive Income (For years ended December 31, 2020, 2019 and 2018)\nConsolidated Balance Sheets (December 31, 2020 and 2019)\nConsolidated Statements of Cash Flow (For years ended December 31, 2020, 2019 and 2018)\nConsolidated Statements of Stockholders\u2019 Equity (For years ended December 31, 2020, 2019 and 2018)\nNotes to Consolidated Financial Statements\nReport of Independent Registered Public Accounting Firm\nTo the Shareholders and Board of Directors of:\nStepan Company\nNorthfield, Illinois\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheets of Stepan Company and subsidiaries (the \u201cCompany\u201d) as of December 31, 2020 and 2019, the related consolidated statements of income, comprehensive income, equity, and cash flows for each of the three years in the period ended December 31, 2020, and the related notes (collectively referred to as the \u201cfinancial statements\u201d). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.\nWe have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company\u2019s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 26, 2021 expressed an unqualified opinion on the Company\u2019s internal control over financial reporting.\nChanges in Accounting Principles\nAs discussed in Note 7 to the consolidated financial statements, the Company changed its method of accounting for leases in the year ended December 31, 2019, due to the adoption of ASU No. 2016-02, Leases (Topic 842), using the modified retrospective method.\nBasis for Opinion\nThese financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\nCritical Audit Matter\nThe critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial stateme", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 94049_2020.htm (CIK: 94049, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01166", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operation.\nOverview\nWe are one of the leading manufacturers of EV products (through Kandi Hainan and the Affiliate Company), EV parts and off-road vehicles in China. For the year ended December 31, 2020, we recognized total revenue of $76,920,513 as compared to $135,741,336 for the same period of 2019, a decrease of $58,820,823 or 43.3%. For the year ended December 31, 2020, we recorded $13,487,933 of gross profit, a decrease of 47.0% from the same period of 2019. Gross margin for the year ended December 31, 2020, was 17.5%, compared to 18.7% for the same period of 2019. We recorded a net loss of $10,394,164 for the year ended December 31, 2020, compared to a net loss of $7,188,727 in the same period of 2019, an increase in loss of $3,205,437 or 44.6%.\nThe spread of COVID-19 around China and other parts of the world has caused significant volatility in the markets of China, U.S., and the rest of the world. The pandemic has resulted in quarantines, travel restrictions, and the temporary closure of stores and facilities in China and elsewhere. Although the Company\u2019s operations in China has fully resumed in early March 2020, the COVID-19 has affected the Company\u2019s business performance in 2020. Though it becomes more stable in China, there are new cases reported continuously at present. The extent to which the COVID-19 may impact operations of the Company, with majority of operations based in China, is alleviated though it remains uncertain due to the fact that the COVID-19 is not completely over. The extent to which the COVID-19 impacts our operations will depend on its future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of the outbreak, new information which may emerge concerning the severity of the coronavirus and the actions to contain the coronavirus or minimize its harm, among others.\nDespite the challenges posed by COVID-19 around the world, overall, we were still productive during the year ended December 31, 2020 since our production resumed in March 2020. Most importantly, after a lengthy process of preparation, the \u201c300,000 government-accredited pure EV within 5 years rideshare\u201d program - of which Kandi was a co-founder - has begun its trial with the plan of gradual delivery of 1,000 EVs to the city of Haikou in Hainan province and 2,500 EVs to the city of Shaoxing in Zhejiang province. All the EVs delivered for the program include our battery swap feature. We believe that this program can drive the production and sales of our EV parts and battery swap equipment, and we can thus restore growth in our pure EV business.\nThe COVID-19 outbreak has seriously impacted the EV market in 2020, leading us to explore how to augment our business. As we looked at other market opportunities that leverage our expertise, the management of the Company found potential in a number of ancillary products aimed at intelligent transportation. For example, Electric Scooters and Electric Self-Balancing Vehicles have distinct potential, with tens of millions of units sold each year around the world. The Company is pursuing these opportunities by expanding production of intelligent transportation products that exploit our advantages in the Yongkang Scrou\u2019s power electric motor and Kandi Smart Battery Swap\u2019s power battery pack. Our products aimed at this market combine our motors and battery packs into a dynamic power train system. The products went into production in the second quarter of 2020. As this business is developing quickly and progressing, the Company transferred all of its equity interest in Yongkang Scrou to Jinhua An Kao (changed name to Kandi Smart Battery Swap), and the work of separate listing Kandi Smart Battery Swap on domestic A-share has been started.\nThe Company has received the required clearance from the United States Environmental Protection Agency (EPA) for its two electric vehicle ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1316517_2020.htm (CIK: 1316517, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01167", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nThe information required under this Item is incorporated herein by reference to our definitive proxy statement or to an amendment to this Annual Report on Form 10-K to be filed with the SEC no later than 120 days after the close of our fiscal year ended December 31, 2020.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1656472_2020.htm (CIK: 1656472, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01168", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nOur consolidated financial statements, together with the report of our independent registered public accounting firm, appear on pages through of this Annual Report on Form 10-K.\nITEM 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1641640_2020.htm (CIK: 1641640, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01169", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nIndex to Financial Statements and Schedules\nReport of Independent Registered Public Accounting Firm\nTo the Shareholders and the Board of Directors of SL Green Realty Corp.\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheets of SL Green Realty Corp. (the Company) as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2020, and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) (collectively referred to as the \"consolidated financial statements\"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with U.S. generally accepted accounting principles.\nWe also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 26, 2021 expressed an unqualified opinion thereon.\nAdoption of ASU No. 2016-02\nAs discussed in Note 2 to the consolidated financial statements, the Company changed its method of accounting for leases in 2019 due to the adoption of ASU No. 2016-02, Leases (Topic 842), and the related amendments.\nAdoption of ASU No. 2016-13\nAs discussed in Note 2 to the consolidated financial statements, the Company changed its method of accounting for the measurement of credit losses on financial instruments in 2020 due to the adoption of ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, and the related amendments.\nBasis for Opinion\nThese financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\nCritical Audit Matters\nThe critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matters does not alter in any way our opinion on the consolidated financial stat", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1040971_2020.htm (CIK: 1040971, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01170", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nExecutive Overview\nBusiness Organization\nColgate-Palmolive Company (together with its subsidiaries, \u201cwe,\u201d \u201cus\u201d \u201cour\u201d the \u201cCompany\u201d or \u201cColgate\u201d) is a caring, innovative growth company reimagining a healthier future for all people, their pets and our planet. We seek to deliver sustainable, profitable growth and superior shareholder returns, as well as to provide Colgate people with an innovative and inclusive work environment. We do this by developing and selling products globally that make people\u2019s lives healthier and more enjoyable and by embracing our sustainability and social impact and diversity, equity and inclusion strategies across our organization.\nWe are tightly focused on two product segments: Oral, Personal and Home Care; and Pet Nutrition. Within these segments, we follow a closely defined business strategy to grow our key product categories and increase our overall market share. Within the categories in which we compete, we prioritize our efforts based on their capacity to maximize the use of the organization\u2019s core competencies and strong global equities and to deliver sustainable, profitable long-term growth.\nOperationally, we are organized along geographic lines with management teams having responsibility for the business and financial results in each region. We compete in more than 200 countries and territories worldwide with established businesses in all regions contributing to our sales and profitability. Approximately 70% of our Net sales are generated from markets outside the U.S., with approximately 45% of our Net sales coming from emerging markets (which consist of Latin America, Asia (excluding Japan), Africa/Eurasia and Central Europe). This geographic diversity and balance help to reduce our exposure to business and other risks in any one country or part of the world.\nThe Oral, Personal and Home Care product segment is managed geographically in five reportable operating segments: North America, Latin America, Europe, Asia Pacific and Africa/Eurasia, all of which sell primarily to a variety of traditional and eCommerce retailers, wholesalers and distributors. Through Hill\u2019s Pet Nutrition, we also compete on a worldwide basis in the pet nutrition market, selling products principally through authorized pet supply retailers, veterinarians and eCommerce retailers. We are engaged in manufacturing and sourcing of products and materials on a global scale and have major manufacturing facilities, warehousing facilities and distribution centers in every region around the world.\nOn an ongoing basis, management focuses on a variety of key indicators to monitor business health and performance. These indicators include net sales (including volume, pricing and foreign exchange components), organic sales growth (net sales growth excluding the impact of foreign exchange, acquisitions and divestments), a non-GAAP financial measure, and gross profit margin, operating profit, net income and earnings per share, in each case, on a GAAP and non-GAAP basis, as well as measures used to optimize the management of working capital, capital expenditures, cash flow and return on capital. In addition, we review market share data to assess how our brands are performing within their categories on a global and regional basis. The monitoring of these indicators and our Code of Conduct and corporate governance practices help to maintain business health and strong internal controls. For additional information regarding non-GAAP financial measures and the Company\u2019s use of market share data and the limitations of such data, see \u201cNon-GAAP Financial Measures\u201d and \u201cMarket Share Information\u201d below.\n(Dollars in Millions Except Per Share Amounts)\nCOVID-19\nThe COVID-19 pandemic and government steps to reduce the spread and address the impact of COVID-19 have had and continue to have a profound impact on the way people live, work, interact and shop and hav", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 21665_2020.htm (CIK: 21665, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01171", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nThe information required by this item is incorporated herein by reference from our Definitive Proxy Statement for our 2020 Annual Meeting of Stockholders, to be filed no later than 120 days after February 29, 2020.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1616262_2020.htm (CIK: 1616262, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01172", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors.\nRISK FACTORS\nInvestment in our stock involves a high degree of risk. You should consider carefully the risks described below, together with other information in this Annual Report on Form 10-K and our other filings with the SEC, before making investment decisions regarding our stock. If any of the following events actually occur, our business, operating results, prospects or financial condition could be materially and adversely affected. This could cause the trading price of our common stock to decline and you may lose all or part of your investment. Moreover, the risks described below are not the only ones that we face. Additional risks not presently known to us or that we currently deem immaterial may also affect our business, operating results, prospects or financial condition.\nRisks Relating to Our Business\nDrug development programs are expensive, time consuming, uncertain and susceptible to change, interruption, delay or termination.\nDrug development programs are very expensive, time consuming and difficult to design and implement. Our drug candidates are in various stages of clinical and preclinical development and are prone to the risks of failure inherent in research and development. Clinical trials and preclinical studies are needed to demonstrate that drug candidates are safe and effective to the satisfaction of the FDA, and similar non-US regulatory authorities, and the FDA or other regulatory authority may require us to, or we or others may decide to, conduct additional research and development even after a drug is approved. The commencement or completion of our clinical trials or preclinical studies could be substantially delayed or prevented by several factors, including the following:\n\u2022\nlimited number of, and competition for, suitable participants required for enrollment in our clinical trials or animals to conduct our preclinical studies;\n\u2022\nlimited number of, and competition for, suitable sites to conduct our clinical trials or preclinical studies;\n\u2022\ndelay or failure to obtain a meeting, approval or agreement from the applicable regulatory authority to commence a clinical trial or approve a study protocol;\n\u2022\ndelay or failure to obtain sufficient supplies of drug candidates, drugs or other materials for the trial or study;\n\u2022\ndelay or failure to reach agreement on acceptable agreement terms or protocols;\n\u2022\ndelay or other disruption related to the COVID-19 pandemic; and\n\u2022\ndelay or failure to obtain institutional review board, or IRB, approval to conduct a clinical trial at a prospective site.\nFor example, recruitment for the indications in our ongoing and planned clinical studies is competitive and challenging, and it is difficult to predict when such trials will be fully enrolled or when data will be available, if at all.\nIn addition, the FDA, other regulatory authorities, collaborators, or we may suspend, delay or terminate our development programs at any time for various reasons, including those listed above affecting the commencement or completion of trials and the following:\n\u2022\nside effects experienced by study participants or other safety issues;\n\u2022\nlack of effectiveness of any drug candidate during clinical trials;\n\u2022\nslower than expected rates of patient recruitment and enrollment or lower than expected patient retention rates;\n\u2022\ndifficulty in maintaining contact with participants during or after treatment, which may result in incomplete data;\n\u2022\ninability or unwillingness of medical investigators to follow our clinical protocols;\n\u2022\ninadequacy of or changes in the manufacturing process or compound formulation;\n\u2022\ndelays in obtaining regulatory approvals to commence a study, or \u201cclinical holds,\u201d or delays requiring suspension or termination of a study by a regulatory authority, such as the FDA, after a study is commenced;\n\u2022\nchanges in applicable regulatory policies and regulations;\n\u2022\ndelays in identifying and reaching agreement on acceptable terms with prospective clinical trial sites;\n\u2022\nu", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1080709_2020.htm (CIK: 1080709, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01173", "source": "edgar", "source_license": "public_domain", "text": "Item 8.\nConsolidated Financial Statements and Supplementary Data\nPage\nManagement\u2019s Report on Internal Control Over Financial Reporting\nReport of Independent Registered Public Accounting Firm\nReport of Independent Registered Public Accounting Firm On Internal Control Over Financial Reporting\nConsolidated Statements of Assets and Liabilities as of September 30, 2020 and 2019\nConsolidated Statements of Operations for the years ended September 30, 2020, 2019 and 2018\nConsolidated Statements of Changes in Net Assets for the years ended September 30, 2020, 2019 and 2018\nConsolidated Statements of Cash Flows for the years ended September 30, 2020, 2019 and 2018\nConsolidated Schedules of Investments as of September 30, 2020 and 2019\nNotes to the Consolidated Financial Statements\nManagement\u2019s Report on Internal Control Over Financial Reporting\nThe management of PennantPark Floating Rate Capital Ltd., or \u201cwe,\u201d \u201cus,\u201d \u201cour\u201d and \u201cCompany,\u201d is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f), and for performing an assessment of the effectiveness of internal control over financial reporting as of September 30, 2020. Our internal control system is a process designed to provide reasonable assurance to our management and board of directors regarding the preparation and fair presentation of published financial statements.\nThe Company\u2019s internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets; provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. Generally Accepted Accounting Principles, and that receipts and expenditures are being made only in accordance with authorizations of management and the directors of the Company; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our consolidated financial statements.\nAll internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.\nManagement assessed the effectiveness of the Company\u2019s internal control over financial reporting as of September 30, 2020. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in 2013 Internal Control-Integrated Framework. Based on the assessment management believes that, as of September 30, 2020, our internal control over financial reporting is effective based on those criteria.\nThe Company\u2019s independent registered public accounting firm has issued an audit report on the effectiveness of our internal control over financial reporting as of September 30, 2020. This report appears on page 55.\nReport of Independent Registered Public Accounting Firm\nTo the Stockholders and the Board of Directors of\nPennantPark Floating Rate Capital Ltd. and its Subsidiaries:\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated statements of assets and liabilities, including the consolidated schedules of investments, of PennantPark Floating Rate Capital Ltd. and its Subsidiaries (collectively referred to as the Company) as of September 30, 2020 and 2019, and the related consolidated statements of operations, changes in net assets and cash flows for each of the three years in the period ended September 30, 202", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1504619_2020.htm (CIK: 1504619, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01174", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nThe following discussion of our financial condition and results of operations should be read together with our Consolidated Financial Statements and the accompanying notes included in Item 8, \u201cFinancial Statements and Supplementary Data\u201d in this Annual Report on Form 10-K. This discussion contains forward-looking statements, which involve risks and uncertainties. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of certain factors including, but not limited to, those described in \u201cRisk Factors\u201d and elsewhere in this Annual Report on Form 10-K. Please refer to page 5 for further information regarding forward-looking statements and \u201cItem 1A. Risk Factors\u201d for a description of our risk factors.\nOverview\nWe are a leading, global manufacturer of capital equipment, including thermal processing and wafer polishing and related consumables used in fabricating semiconductor devices, such as silicon carbide (SiC) and silicon power devices, analog and discrete devices, electronic assemblies and light-emitting diodes (LEDs). We sell these products to semiconductor device and module manufacturers worldwide, particularly in Asia, North America and Europe.\nWe operate in two reportable business segments, based primarily on the industry they serve: (i) Semiconductor and (ii) SiC/LED. In our Semiconductor segment, we supply thermal processing equipment, including solder reflow ovens, diffusion furnaces, and customer high-temp belt furnaces for use by semiconductor and electronics assembly manufacturers. In our SiC/LED segment, we produce substrate consumables and machinery for lapping (fine abrading) and polishing of materials, such as silicon wafers for semiconductor products, sapphire wafers for LED applications, and compound substrates, like silicon carbide wafers, for power device applications.\nOur semiconductor customers are primarily manufacturers of integrated circuits and optoelectronic sensors and discrete (O-S-D) components used in analog, power and radio frequency (RF). The semiconductor industry is cyclical and historically has experienced fluctuations. Our revenue is impacted by these broad industry trends. Although semiconductor demand for our products may have reached its cyclical peak in our fiscal year ended September 30, 2018, we believe that continued technological advances and emerging industries, such as silicon carbide power devices, will sustain our long-term performance.\nWe continue to focus on our plans to profitably grow our business and have developed a strategic growth plan and a capital allocation plan that support our growth objectives. Our strategic growth plan calls for profitable growth as the semi industry recovers, with the following areas of focus:\n\u2022\nEmerging opportunities in the SiC industry - We believe we are well-positioned to take part in this significant growth area. We are working closely with our customers to understand their SiC growth plans and opportunities. We are investing in our capacity, next generation product development, and in our people. We believe these investments will help fuel our growth in the SiC industry.\n\u2022\n300mm Silicon Horizontal Thermal Reactor - We have a highly successful and proven 300mm solution for growing power semiconductor applications. We have a strong foundation with a key customer, and, in fiscal 2019, we announced an order to another industry-leading manufacturer. In February 2020, we announced another order from a top-tier global power semiconductor customer in Asia, and in August 2020, we announced a repeat order for our 300mm solution. We believe we have a strong opportunity to continue expanding our customer base and grow revenue with our 300mm solution.\n\u2022\nAs a major revenue contributor to our organization, BTU will continue to track semi industry growth cycles for our advanced semi-packaging and SMT products, i", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 720500_2020.htm (CIK: 720500, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01175", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations\nExecutive Summary\nWe invest in a diverse array of real-estate-related and other financial assets, including residential and commercial mortgage loans, residential mortgage-backed securities, or \"RMBS,\" commercial mortgage-backed securities, or \"CMBS,\" consumer loans and asset-backed securities, or \"ABS,\" including ABS backed by consumer loans, collateralized loan obligations, or \"CLOs,\" non-mortgage- and mortgage-related derivatives, equity investments in loan origination companies, and other strategic investments. We are externally managed and advised by our Manager, an affiliate of Ellington. Ellington is a registered investment adviser with a 26-year history of investing in the Agency and credit markets.\nWe conduct all of our operations and business activities through the Operating Partnership. As of December 31, 2020, we have an ownership interest of approximately 98.7% in the Operating Partnership. The remaining ownership interest of approximately 1.3% in the Operating Partnership represents the interests in the Operating Partnership that are owned by an affiliate of our Manager, our directors, and certain current and former Ellington employees and their related parties, and is reflected in our financial statements as a non-controlling interest.\nOur primary objective is to generate attractive, risk-adjusted total returns for our stockholders. We seek to attain this objective by utilizing an opportunistic strategy to make investments, without restriction as to ratings, structure, or position in the capital structure, that we believe compensate us appropriately for the risks associated with them rather than targeting a specific yield. Our evaluation of the potential risk-adjusted return of any potential investment typically involves weighing the potential returns of such investment under a variety of economic scenarios against the perceived likelihood of the various scenarios. Potential investments subject to greater risk (such as those with lower credit ratings and/or those with a lower position in the capital structure) will generally require a higher potential return to be attractive in comparison to investment alternatives with lower potential return and a lower degree of risk. However, at any particular point in time, depending on how we perceive the market's pricing of risk both generally and across sectors, we may favor higher-risk assets or we may favor lower-risk assets, or a combination of the two, in the interests of portfolio diversification or other considerations.\nThrough December 31, 2020, our credit portfolio, which includes all of our investments other than RMBS for which the principal and interest payments are guaranteed by a U.S. government agency or a U.S. government-sponsored entity, or \"Agency RMBS,\" has been the primary driver of our risk and return, and we expect that this will continue in the near- to medium-term. For more information on our targeted assets, see \"-Our Targeted Asset Classes\" below. We believe that Ellington's capabilities allow our Manager to identify attractive assets in these classes, value these assets, monitor and forecast the performance of these assets, and opportunistically hedge our risk with respect to these assets.\nWe continue to maintain a highly leveraged portfolio of Agency RMBS to take advantage of opportunities in that market sector, to help maintain our exclusion from registration as an investment company under the Investment Company Act, and to help maintain our qualification as a REIT. Unless we acquire very substantial amounts of whole mortgage loans or there are changes to the rules and regulations applicable to us under the Investment Company Act and/or to our qualification as a REIT, we expect that we will continue to maintain some amount of Agency RMBS.\nThe strategies that we employ are intended to capitalize on opportunities in the current market environment. Subject", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1411342_2020.htm (CIK: 1411342, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01176", "source": "edgar", "source_license": "public_domain", "text": "Item 6.\nSelected Financial Data.\nAs a smaller reporting company, we are not required to make disclosures under this Item.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1824171_2020.htm (CIK: 1824171, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01177", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nOur future income, cash flows and fair values relevant to financial instruments are dependent upon prevalent market interest rates. Market risk refers to the risk of loss from adverse changes in market prices and interest rates.\nWe may enter into certain types of derivative financial instruments to further reduce interest rate risk. We use interest rate swap agreements, for example, to convert some of our variable rate debt to a fixed-rate basis or to hedge anticipated financing transactions. We use derivatives for hedging purposes rather than speculation and do not enter into financial instruments for trading purposes. See the discussion under Note 8, \u201cDerivative and Hedging Activities,\u201d to the accompanying consolidated financial statements for certain quantitative details related to the interest rate swaps.\nInterest Rate Risk\nOutstanding Debt\nThe following discusses the effect of hypothetical changes in market rates of interest on the fair value of our total outstanding debt. Interest rate risk amounts were determined by considering the impact of hypothetical interest rates on our debt. Discounted cash flow analysis is generally used to estimate the fair value of our mortgages payable. Considerable judgment is necessary to estimate the fair value of financial instruments. This analysis does not purport to take into account all of the factors that may affect our debt, such as the effect that a changing interest rate environment could have on the overall level of economic activity or the action that our management might take to reduce our exposure to the change. This analysis assumes no change in our financial structure.\nFixed Interest Rate Debt\nExcept as described below, all of our outstanding debt obligations (maturing at various times through May 2029) have fixed interest rates which limit the risk of fluctuating interest rates. However, interest rate fluctuations may affect the fair value of our fixed rate debt instruments. At December 31, 2020, we had $1.061 billion of fixed-rate debt outstanding with an estimated fair value of $1.131 billion. If interest rates at December 31, 2020 had been 1.0% higher, the fair value of those debt instruments on that date would have decreased by approximately $47.4 million. If interest rates at December 31, 2020 had been 1.0% lower, the fair value of those debt instruments on that date would have increased by approximately $50.9 million.\nVariable Interest Rate Debt\nGenerally, we believe that our primary interest rate risk is due to fluctuations in interest rates on our variable rate debt. At December 31, 2020, we had $350.0 million of variable rate debt outstanding. We have entered into term loans that have interest rates that contain both fixed and variable components. See the discussion under Note 8 to the accompanying consolidated financial statements for details related to the interest rate swaps and for a discussion on how we value derivative financial instruments. Based upon this amount of variable rate debt and the specific terms, if market interest rates increased 1.0%, our annual interest expense would increase by approximately $2.0 million with a corresponding decrease in our net income and cash flows for the year. Conversely, if market rates decreased 1.0%, our annual interest expense would decrease by approximately $2.0 million with a corresponding increase in our net income and cash flows for the year.\nITEM 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1500217_2020.htm (CIK: 1500217, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01178", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nOur business is subject to a variety of risks and uncertainties. In addition to the matters described above under \u201cCautionary Statement Concerning Forward-Looking Information,\u201d set forth below are some of the risks and uncertainties that could cause a material adverse change in our results of operations or financial condition. The risks described below are not the only risks we face. Additional risks and uncertainties not presently known to us or not presently deemed material by us also may materially adversely affect our business, financial condition or results of operations in future periods.\nMacroeconomic, Market, and Strategic Risks\nThe ongoing global COVID-19 pandemic has significantly and adversely affected, and may continue to adversely affect, our business, financial position, results of operations, and cash flows.\nThe global spread of COVID-19 in recent months has negatively affected the global and U.S. economy, severely disrupted global supply chains, and created significant volatility and disruption in financial markets, all of which have negatively affected, and continue to negatively affect, the bedding and home furnishings industries, our customers and suppliers, and our business. Many countries, including the countries in which we operate, as well as state and local governmental authorities, have taken various actions to mitigate the spread of COVID-19, including travel restrictions, stay-at-home orders, restrictions on public gatherings, social distancing measures, mandated closures of non-essential businesses, occupancy limits, and other safety measures.\nDue to government-mandated closure requirements near the end of March 2020, we shut down our facilities in Canada and Haiti for several weeks. At the same time, we experienced a rapid decline in demand as customers and retail stores began closing or substantially limiting their operations. We took a number of measures in response to the increasingly challenging market conditions, including, among other things, repurposing a portion of our available operations to produce face masks, bedding covers, and fabrics for healthcare operations and consumer health; reducing operating costs by implementing temporary salary reductions, making workforce adjustments to align with demand, suspending merit pay increases, and eliminating the cash compensation paid to our board of directors; aggressively reducing expenses, capital expenditures, and discretionary spending, and working with our vendors and landlords to negotiate temporary terms. We have also taken steps to mitigate the risk of COVID-19 to our employees, including implementing detailed cleaning and disinfecting processes at our facilities, instituting temperature checks, adhering to social distancing protocols, suspending non-essential travel, restricting visitors, and providing remote work opportunities where possible.\nThe ongoing COVID-19 pandemic and any additional preventative or protective actions that governmental authorities or we may take in response to the pandemic may continue to have a material adverse effect on our business or the business of our customers, suppliers, or distribution channels, including additional business shutdowns, reduced operations, restrictions on shipping or installing products, reduced consumer demand, or the ability of our customers to make payments. In addition, preparing for and responding to the ongoing pandemic could divert management\u2019s attention from our key strategic priorities, increase costs as we prioritize the health and safety of our employees and customers, cause us to reduce, delay, alter, or abandon strategic initiatives that may otherwise increase our long-term value, and otherwise continue to disrupt our business operations. Also, while we believe the employee-safety measures we have implemented or others we may take in the future are temporary, they may continue until after the pandemic is contained and could amplify existing risks or intr", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 723603_2020.htm (CIK: 723603, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01179", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\nReferences to the \u201cCompany,\u201d \u201cus,\u201d \u201cour\u201d or \u201cwe\u201d refer to Roman DBDR Tech Acquisition Corp. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our audited financial statements and related notes included herein.\nThe following discussion and analysis of the Company\u2019s financial condition and results of operations should be read in conjunction with our audited financial statements and the notes related thereto which are included in \u201cItem 8. Financial Statements and Supplementary Data\u201d of this Annual Report on Form 10-K. Certain information contained in the discussion and analysis set forth below includes forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth under \u201cSpecial Note Regarding Forward-Looking Statements,\u201d \u201cItem 1A. Risk Factors\u201d and elsewhere in this Annual Report on Form 10-K.\nOverview\nWe are a blank check company incorporated under the laws of the State of Delaware on August 21, 2020, for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses. We intend to effectuate our Business Combination using cash from the proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, our capital stock, debt or a combination of cash, stock and debt.\nWe expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to raise capital or to complete our initial Business Combination will be successful.\nResults of Operations\nWe have neither engaged in any operations nor generated any revenues to date. Our only activities through December 31, 2020 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and, after our Initial Public Offering, identifying a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. We will generate non-operating income in the form of interest income on marketable securities held in the Trust Account. We expect to incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.\nFor the period from August 21, 2020 (inception) through December 31, 2020, we had a net loss of $165,106, which consists of formation costs of $188,995 offset by interest income on marketable securities held in the Trust Account of $22,970 and an unrealized gain on marketable securities held in the Trust Account of $919.\nLiquidity and Capital Resources\nOn November 10, 2020, we consummated the Initial Public Offering of 22,000,000 Units, at $10.00 per unit, generating gross proceeds of $220,000,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 10,375,000 Private Placement Warrants to the Sponsor at a price of $1.00 per Private Placement Warrant, generating gross proceeds of $10,375,000.\nOn November 17, 2020, in connection with the underwriters\u2019 partial exercise of their over-allotment option, the Company consummated the sale of an additional 1,156,000 Units, at $10.00 per Unit, and the sale of an additional 462,400 Private Placement Warrants, at $1.00 per Private Placement Warrant, generating total gross proceeds of $12,022,400.\nFollowing the Initial Public Offering, the exercise of the over-allotment option and the sale of the Private Placement Warrants, a total of $236,191,200 was placed in the Trust Account. We incurred $13,206,613 in transaction costs, including $4,631,200 of underwriting fees, $8,104,600 of deferred underwriting fees and $470,813 of oth", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1823144_2020.htm (CIK: 1823144, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01180", "source": "edgar", "source_license": "public_domain", "text": "Item 7.\nManagement's Discussion and Analysis of Financial Condition and Results of Operations.\nItem 7A.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1770345_2020.htm (CIK: 1770345, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01181", "source": "edgar", "source_license": "public_domain", "text": "Item 7A.\nQuantitative and Qualitative Disclosures About Market Risk\nIn the normal course of business, we have exposures to interest rate risk from our long-term and short-term debt, and our postretirement benefit plans, and foreign currency exchange rate risk related to our foreign operations and foreign currency transactions.\nInterest Rate Risk\nWe use derivative instruments as risk management tools that involve little complexity, and are not used for trading or speculative purposes. In June 2013, in connection with Woodward\u2019s expected refinancing of current maturities on its existing long-term debt, Woodward entered into a treasury lock agreement with a notional amount of $25,000 that qualified as a cash flow hedge under ASC Topic 815, \u201cDerivatives and Hedging.\u201d The objective of this derivative instrument was to hedge the risk of variability in cash flows attributable to changes in the designated benchmark interest rate over a seven-year period related to the future interest payments on a portion of anticipated future debt issuances.\nA portion of our long and short-term debt is sensitive to changes in interest rates. As of September 30, 2020, our Series J Notes of $50,000 and advances on our revolving credit facility are at interest rates that fluctuate with market rates. A hypothetical 1% increase in the assumed effective interest rates that apply to the variable rate loan outstanding as of September 30, 2020 and the average borrowings on our revolving credit facility in fiscal year 2020 would cause our annual interest expense to increase approximately $2,727. A hypothetical 1% decrease in the assumed effective interest rates that apply to the variable rate loan outstanding as of September 30, 2020 and the average borrowings on our revolving credit facility in fiscal year 2020 would decrease our annual interest expense by approximately $2,727.\nThe discount rate and future return on plan asset assumptions used to calculate the funding status of our retirement benefit plans are also sensitive to changes in interest rates. The weighted average discount rate assumption used to value the defined benefit pension plans as of September 30, 2020 was 2.75% in the United States, 1.62% in the United Kingdom, 1.10% in Japan, and 0.97% in Germany. The weighted average discount rate assumption used to value the other postretirement benefit plans was 2.45%.\nIn the United States, the discount rate used to determine the periodic benefit costs for the year ending September 30, 2020 is consistent with the discount rate used to determine the benefit obligation as of September 30, 2019, or 2.75%. Woodward derives this discount rate from a bond portfolio matching analysis based on recently traded, non-callable bonds rated AA or better that have at least $50 million outstanding.\nIn the United Kingdom, Japan, and Germany, Woodward utilizes the spot rate approach to calculate the service cost and interest cost components for determining benefit costs for the year ending September 30, 2020. The weighted average discount rate assumption used to value the service costs for the defined benefit pension plans will be 1.71% in the United Kingdom, 1.33% in Japan and 1.11% in Germany. The weighted average discount rate assumption used to value the interest costs for the defined benefit pension plans will be 1.41% in the United Kingdom, 0.74% in Japan and 0.76% in Germany.\nThe weighted average discount rate assumption used to value the periodic benefits costs for the other postretirement plans in for the year ending September 30, 2020 is consistent with the discount rate used to determine the benefit obligation as of September 30, 2019, or 2.45%.\nThe following information illustrates the sensitivity of the net periodic benefit cost and the projected accumulated benefit obligation to a change in the discount rate assumed. Amounts relating to foreign plans are translated at the spot rate on September 30, 2020. It should be noted that economic factors and conditi", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 108312_2020.htm (CIK: 108312, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01182", "source": "edgar", "source_license": "public_domain", "text": "Item 7: Management's Discussion and Analysis of Financial Condition and Results of Operations\nThe following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the related notes included elsewhere in this Annual Report on Form 10-K. In addition to historical consolidated financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions as described under the \"Note Regarding Forward-Looking Statements\" that appears earlier in this Annual Report on Form 10-K. Our actual results could differ materially from those anticipated by these forward-looking statements as a result of many factors, including those discussed under \"Item 1A: Risk Factors\" and elsewhere in this Annual Report on Form 10-K.\nOverview\nFormFactor, Inc., headquartered in Livermore, California, is a leading provider of test and measurement solutions. We provide a broad range of high-performance probe cards, analytical probes, probe stations, metrology systems, thermal systems, and cryogenic systems to both semiconductor companies and scientific institutions. Our products provide electrical and optical information from a variety of semiconductor and electro-optical devices and integrated circuits from research, through development to production. Customers use our products and services to lower production costs, improve yields, and enable development of their complex next-generation products.\nWe operate in two reportable segments consisting of the Probe Cards segment and the Systems segment. Sales of our probe cards and analytical probes are included in the Probe Cards segment, while sales of our probe stations, metrology systems, thermal systems and cryogenic systems are included in the Systems segment.\nWe generated net income of $78.5 million in fiscal 2020 compared to net income of $39.3 million in fiscal 2019 and net income of $104.0 million in fiscal 2018. The increase in net income in fiscal 2020 compared to fiscal 2019 was primarily due to increased revenue and leverage on operating expenses, which only marginally increased on significantly higher operating levels, as well as a decrease in provision for income taxes due to a lower effective tax rate in 2020. The decrease in net income in fiscal 2019 compared to fiscal 2018 was primarily due to a $75.8 million income tax benefit recognized in fiscal 2018 related to the release of valuation allowances against certain U.S. deferred tax assets and the increase in provision for income taxes due to the recognition of deferred tax expense.\nImpact of COVID-19\nThe COVID-19 pandemic continues to cause serious illness and death in many of the regions that we, our customers and our suppliers operate. The COVID-19 pandemic has resulted in significant governmental actions designed to control the spread of the virus, including the imposition of safety requirements and other orders in locations where we have manufacturing and other activities. We have maintained social distancing, contact tracing, and various other measures to enable our manufacturing sites to continue efficient production.\nWe believe that we operate in a critical infrastructure industry, as defined by the U.S. Department of Homeland Security. This reduces the current and anticipated impacts of the COVID-19 pandemic on our major customers and suppliers, and upon our operations, as compared to companies that are not part of the critical infrastructure. We currently continue to operate in all of our manufacturing sites at production levels comparable to those prior to the pandemic, albeit subject to certain safety and related constraints. Our other operations are similarly continuing with substantial work-from-home activities.\nIf the provisions of governmental health orders or other safety requirements applicable to us or our customers or suppliers become more restrictive for an ext", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax expense, deferred tax, tax rate. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01183", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\nATLANTIC CAPITAL BANCSHARES, INC.\n(1)On April 5, 2019, Atlantic Capital completed the sale to FirstBank of its Tennessee and northwest Georgia banking operations, including 14 branches and the mortgage business. The mortgage business and branches sold to FirstBank are reported as discontinued operations.\n(2)The December 31, 2018 and 2019 ratios are calculated on a continuing operations basis. Prior period ratios have not been retrospectively adjusted for the impact of discontinued operations.\nNon-GAAP Financial Measures\nStatements included in this annual report include non-GAAP financial measures and should be read along with the accompanying tables, which provide a reconciliation of non-GAAP financial measures to GAAP financial measures. Our management uses non-GAAP financial measures, including: (i) taxable equivalent interest income; (ii) taxable equivalent net interest income; (iii) loan yield excluding PPP loans; (iv) taxable equivalent net interest margin; (v) taxable equivalent net interest margin excluding PPP loans; (vi) taxable equivalent income tax expense; (vii) allowance for credit losses to loans held for investment excluding PPP loans; (viii) operating net income; (ix) operating diluted earnings per share; (x) earnings before provision for credit losses and income taxes; and (xi) interest income on investment securities.\nManagement believes that non-GAAP financial measures provide a greater understanding of ongoing performance and operations, and enhance comparability with prior periods. Non-GAAP financial measures should not be considered as an alternative to any measure of performance or financial condition as determined in accordance with GAAP, and investors should consider our performance and financial condition as reported under GAAP and all other relevant information when assessing our performance or financial condition. Non-GAAP financial measures have limitations as analytical tools, and investors should not consider them in isolation or as a substitute for analysis of the results or financial condition as reported under GAAP. Non-GAAP financial measures may not be comparable to non-GAAP financial measures presented by other companies.\nNon-GAAP Performance Measures Reconciliation\nATLANTIC CAPITAL BANCSHARES, INC.\n(1)On April 5, 2019, the Bank sold its Tennessee and northwest Georgia banking operations, including 14 branches and the mortgage business. The mortgage business and branches sold to FirstBank are reported as discontinued operations.\n(2)Annualized.\nNon-GAAP Performance Measures Reconciliation\nCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS\nThis Annual Report on Form 10-K contains forward-looking statements within the meaning of section 27A of the Securities Act and 21E of the Securities Exchange Act of 1934, as amended (the \u201cExchange Act\u201d). These forward-looking statements reflect our current views with respect to, among other things, future events and our financial performance. These statements are often, but not always, made through the use of words or phrases such as \u201cmay,\u201d \u201cshould,\u201d \u201ccould,\u201d \u201cpredict,\u201d \u201cpotential,\u201d \u201cbelieve,\u201d \u201cwill likely result,\u201d \u201cexpect,\u201d \u201ccontinue,\u201d \u201cwill,\u201d \u201canticipate,\u201d \u201cseek,\u201d \u201cestimate,\u201d \u201cintend,\u201d \u201cplan,\u201d \u201cprojection,\u201d \u201cwould\u201d and \u201coutlook,\u201d or the negative version of those words or other comparable of a future or forward-looking nature. These forward-looking statements are not historical facts, and are based on current expectations, estimates and projections about our industry, management\u2019s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. Accordingly, we caution you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions and uncertainties that are difficult to predict. Although we believe that the expectations reflected in these forward-looking statements are reasonable as of the date m", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax expense, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01184", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nInformation in response to this item is incorporated by reference from our Proxy Statement relating to our 2021 annual meeting of stockholders.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1825590_2020.htm (CIK: 1825590, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01185", "source": "edgar", "source_license": "public_domain", "text": "Item 8.\nFinancial Statements and Supplementary Data\nINDEX TO CONSOLIDATED FINANCIAL STATEMENTS\nPage\nReport of Independent Registered Public Accounting Firm\nConsolidated Balance Sheets as of December 31, 2020 and 2019\nConsolidated Statements of Operations for the years ended December 31, 2020 and 2019\nConsolidated Statements of Stockholders\u2019 Equity for the years ended December 31, 2020 and 2019\nConsolidated Statements of Cash Flows for the years ended December 31, 2020 and 2019\nNotes to Consolidated Financial Statements\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nTo the Stockholders and Board of Directors of\nADOMANI, Inc.\nCorona, California\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheets of ADOMANI, Inc. and its subsidiaries (collectively, the \u201cCompany\u201d) as of December 31, 2020 and 2019, and the related consolidated statements of operations, stockholders\u2019 equity, and cash flows for the years then ended, and the related notes (collectively referred to as the \u201cfinancial statements\u201d). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of their operations and their cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.\nBasis for Opinion\nThese financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (\u201cPCAOB\u201d) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company\u2019s internal control over financial reporting. Accordingly, we express no such opinion.\nOur audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\n/s/ MaloneBailey, LLP\nwww.malonebailey.com\nWe have served as the Company\u2019s auditor since 2014.\nHouston, Texas\nMarch 31, 2021\nADOMANI, INC. AND SUBSIDIARIES\nCONSOLIDATED BALANCE SHEETS\n(in thousands, except share data)\nSee accompanying notes to consolidated financial statements.\nADOMANI, INC. AND SUBSIDIARIES\nCONSOLIDATED STATEMENTS OF OPERATIONS\n(in thousands, except per share data)\nSee accompanying notes to consolidated financial statements.\nADOMANI, INC. AND SUBSIDIARIES\nCONSOLIDATED STATEMENTS OF STOCKHOLDERS\u2019 EQUITY\n(in thousands, except per share data)\nSee accompanying notes to consolidated financial statements.\nADOMANI, INC. AND SUBSIDIARIES\nCONSOLIDATED STATEMENTS OF CASH FLOWS\n(in thousands)\nSee accompanying notes to consolidated financial statements.\nADOMANI, INC. AND SUBSIDIARIES\nNOTES TO CONS", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1563568_2020.htm (CIK: 1563568, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01186", "source": "edgar", "source_license": "public_domain", "text": "Item 8.\nFinancial statements and supplementary data\nReference is made to the table of contents in the \u201cFinancial section\u201d on page 41 of this report:\n\u25cf\nConsolidated financial statements, together with the report thereon of PricewaterhouseCoopers LLP (PwC) dated February 24, 2021 beginning with the section entitled \u201cReport of independent registered public accounting firm\u201d on page 70 and continuing through note 18, \u201cOther comprehensive income (loss) information\u201d on page 106;\n\u25cf\n\u201cSupplemental information on oil and gas exploration and production activities\u201d (unaudited) starting on page 107; and\n\u25cf\n\u201cQuarterly financial data\u201d on page 112.\nItem 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 49938_2020.htm (CIK: 49938, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01187", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A.RISK FACTORS\nYou should carefully consider the risks and uncertainties described below, in addition to the other information included or incorporated by reference in this Form 10-K, before making an investment decision regarding our common stock. If any of the following risks were to actually occur, our business, financial condition or operating results would likely suffer, possibly materially, the trading price of our common stock could decline, and you could lose part or all of your investment. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business.\nRisks Related to Our Business and Industry\nThe novel coronavirus, or COVID-19, and actions taken in response to it have adversely affected our business and are likely to continue to adversely affect our business, financial condition and results of operations.\nThe COVID-19 pandemic is causing worldwide concern and economic disruption, and has led to federal, state and local governments enacting various restrictions in an attempt to limit the spread of the virus. This has included the declaration of states of emergency across the globe, and widespread school and business closings affecting a large number of countries. It has also prompted limitations on social or public gatherings and other social distancing measures, such as office closures, shelter in place orders, working remotely, travel restrictions and quarantines, some of which continue in effect in many cities and countries.\nIn these challenging and dynamic circumstances, Avid is working to protect its employees and the public, maintain business continuity and sustain its operations. We have taken, and may take in the future, actions as required by government authorities or that we determine are in the best interests of our employees, customers, manufacturers, and suppliers that diminish our ability to promote our products and services, and deliver required on-site professional services, including on-site support to our customers and users, and that could negatively impact our business and results of operations.\nThe COVID-19 pandemic has significantly increased economic and demand uncertainty. The outbreak and continued spread of COVID-19, along with restrictions enacted to limit its spread, have caused economic disruptions and slowdowns in many countries. This economic downturn has caused a decline in the media, entertainment, and sports industries which has, in turn, reduced demand for our products and services. These factors are expected to continue to reduce demand for our products and services, possibly significantly, including causing delays in purchasing and projects by our enterprise customers and channel partners. Additionally, the provision of on-site professional service may be impossible for a prolonged period of time, further impacting our business.\nThe COVID-19 pandemic has also had an adverse impact on our operations and supply chain, and adverse impacts could continue during the pandemic. We could experience interruptions as a result of employees or other key personnel of manufacturers, ours or those of third parties, becoming infected. Such workplace interruptions have also been caused by preventive and precautionary measures that governments and we and other businesses, including our third-party manufacturers, are taking, such as border closures, prolonged quarantines, and other travel restrictions. For example, we do not know if all of our manufacturers will be able to continue producing materials for us or may be shut down. Any of the above circumstances will negatively impact the ability of third parties on which we rely to manufacture our products or their components and our ability to perform critical functions, which could significantly hamper our ability to supply our products to our customers. If we encounter delays or difficulties in the manufacturing process that disrupt", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 896841_2020.htm (CIK: 896841, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01188", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A.Quantitative and Qualitative Disclosures about Market Risk\nOur primary exposure to market risk relates to unfavorable changes in concentration of credit risk, interest rates and currency exchange rates.\nCredit Risk. We are subject to concentrations of credit risk related to our cash and cash equivalents and net receivable position with customers, which includes amounts related to billed and unbilled accounts receivable and contract assets net of advanced billings with the same customer. Substantially all of our cash and cash equivalents are managed by what we believe to be high credit quality financial institutions. In accordance with our investment policies, these institutions are authorized to invest cash and cash equivalents in a diversified portfolio of what we believe to be high-quality investments, which primarily include interest-bearing demand deposits, money market investments and money market mutual funds. Although we do not currently believe the principal amounts of these cash and cash equivalents are subject to any material risk of loss, changes in economic conditions could impact the interest income we receive from these investments.\nIn addition, we grant credit under normal payment terms, generally without collateral, and therefore are subject to potential credit risk related to our customers\u2019 inability to pay for services provided. Furthermore, the risk of nonpayment may be heightened as a result of depressed economic and financial market conditions, including in connection with the ongoing COVID-19 pandemic and the significant decline in commodity prices and volatility in commodity production volumes. We believe the concentration of credit risk related to billed and unbilled receivables and contract assets is limited because of the diversity of our customers, and we perform ongoing credit risk assessments of our customers and financial institutions and in some cases obtain collateral or other security from our customers. For example a customer within our Underground Utility and Infrastructure Solutions segment encountered financial difficulties during 2020 that resulted in nonpayment of certain receivables owed, and as a result of which we decided to foreclose our liens on the pipeline asset in order to recover the outstanding amounts. See Concentrations of Credit Risk in Note 14 of the Notes to Consolidated Financial Statements in Item 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1050915_2020.htm (CIK: 1050915, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01189", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nReport of Independent Registered Public Accounting Firm\nTo the Stockholders and Board of Directors of HireQuest, Inc.\nOpinion on the Financial Statements\nWe have audited the accompanying balance sheets of HireQuest, Inc. (the \u201cCompany\u201d) as of December 31, 2020 and 2019, the related statements of operations, changes in stockholders' equity, and cash flows for each of the years in the two-year period ended December 31, 2020, and the related notes (collectively referred to as the \u201cfinancial statements\u201d). In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.\nBasis for Opinion\nThe Company's management is responsible for these financial statements. Our responsibility is to express an opinion on the Company\u2019s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (\u201cPCAOB\u201d) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.\nOur audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\nCritical Audit Matters\nThe critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which they relate.\nNote Receivable Allowance for Losses- Refer to Notes 1 and 14 to the financial statements\nCritical Audit Matter Description\nThe Company\u2019s evaluation of the adequacy of its allowance for losses on notes receivable includes an assessment of the creditworthiness of individual note holders and the underlying collateral value. The Company reports notes receivables at the principal balance outstanding less an allowance for losses, with interest charged to individual note holders at a fixed rate over the life of the receivable. Notes are generally secure", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1140102_2020.htm (CIK: 1140102, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01190", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nTel: 604 688 5421 BDO Canada LLP\nFax: 604 688 5132 Suite 1100\nwww.bdo.ca 1055 West Georgia Street\nVancouver BC V6E 3P3 Canada\nReport of Independent Registered Public Accounting Firm\nShareholders and Board of Directors\nClever Leaves Holdings Inc.\nNew York, New York\nOpinion on the Consolidated Financial Statements\nWe have audited the accompanying consolidated statements of financial position of Clever Leaves Holdings Inc. (the \u201cCompany\u201d) as of December 31, 2020 and 2019, the related consolidated statements of operations and comprehensive loss, shareholders\u2019 equity, and cash flows for each of the two years in the period ended December 31, 2020, and the related notes (collectively referred to as the \u201cconsolidated financial statements\u201d). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.\nBasis for Opinion\nThese consolidated financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (\u201cPCAOB\u201d) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company\u2019s internal control over financial reporting. Accordingly, we express no such opinion.\nOur audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.\n/s/ BDO Canada LLP\nChartered Professional Accountants\nWe have served as the Company's auditor since 2018.\nVancouver, Canada\nMarch 30, 2021\nBDO Canada LLP, a Canadian limited liability partnership, is a member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms.\nBDO is the brand name for the BDO network and for each of the BDO Member Firms.\nCLEVER LEAVES HOLDINGS INC.\nConsolidated Financial Statements\nFor the year ended December 31, 2020 and 2019\nCLEVER LEAVES HOLDINGS INC.\nConsolidated Statements of Financial Position\n(Amounts in thousands of U.S. Dollars, except share and per share data)\nSee accompanying notes to the consolidated financial statements\nCLEVER LEAVES HOLDINGS INC.\nConsolidated Statements of Operations and Comprehensive Loss\n(Amounts in thousands of U.S. Dollars, except share and per share data)\nSee accompanying notes to the consolidated", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1819615_2020.htm (CIK: 1819615, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01191", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data\nThe following selected financial data are derived from our audited consolidated financial statements. The information set forth below should be read in conjunction with \"Management's Discussion and Analysis of Financial Condition and Results of Operations,\u201d the financial statements and related notes to consolidated financial statements included elsewhere in this Annual Report (in thousands, except per share amounts).\nIn fiscal year 2020, we sold our remaining 200,000 shares of Calavo common stock at an average price of $55.29 per share, the net proceeds from the sale were $11.0 million. In March 2020, the CARES Act was signed into law. We have recorded approximately $1.9 million of income tax benefit and $6.7 million federal and California refunds in fiscal years 2020 and 2021. In March 2020, the Board of Directors of our Company approved a share repurchase program authorizing us to repurchase up to $10.0 million of our outstanding shares of common stock through March 2021. During 2020, we repurchased 250,977 shares under the share repurchase program for approximately $3.5 million.\nIn fiscal year 2019, revenues increased $14.7 million as a result of the Trapani Fresh acquisition and by $8.8 million with the adoption of FASB ASU 2014-09, Revenue from Contracts with Customers (Topic 606). In December 2018, we terminated our lease agreement with the Joint Venture who is developing the East Area I real estate development project. As a result, we reduced our sale lease-back deferral and corresponding real estate development by $58.3 million and reclassified $33.4 million of our basis in the Joint Venture from real estate development to equity in investments and contributed $4.0 million to the Joint Venture. In May 2019, we acquired a 51% interest in a joint venture, Trapani Fresh, formed with FGF Trapani, a multi-generational, family owned citrus operation in Argentina for $15.0 million, which is consolidated.\nIn June 2018, we completed the sale of 3,136,000 shares of common stock, at a price of $22.00 per share, to institutional and other investors in a registered offering under our shelf registration statement. The gross proceeds of the offering totaled $69.0 million and after an underwriting discount of $4.5 million and other offering expenses of $0.4 million, the net proceeds were $64.1 million. In June and July 2018, we used the offering proceeds to pay down debt, purchase San Pablo ranch for $13.1 million and purchase Oxnard Lemon packinghouse, related land and certain other assets for $25.0 million. In fiscal year 2018, we capitalized approximately $32.7 million of costs related to our East Areas I & II real estate development projects and we contributed $3.5 million to the Joint Venture for our East Area I real estate development project.\nIn fiscal year 2017, we completed the acquisition of 90% of the outstanding stock of PDA, a privately-owned Chilean corporation, for $5.7 million in cash. PDA also had approximately $1.7 million in long term debt on the acquisition date, which we assumed in the acquisition. We capitalized approximately $7.9 million of costs related to our East Areas I & II real estate development projects, $5.2 million of costs related to orchard development and $1.9 million of costs related to vineyard development. Additionally, we contributed $7.5 million to the Joint Venture for our East Area I real estate development project.\nCOVID-19 Pandemic\nThe global spread of the novel coronavirus (\"COVID-19\") in recent months has negatively impacted the global economy, disrupted global supply chains and created significant volatility and disruption of financial markets. The impact of this pandemic has created significant uncertainty in the global economy and has affected our business, employees, suppliers, and customers.\nThe COVID-19 pandemic has had an adverse impact on the industries and markets in which we conduct business. In particular, the United States lemon market has seen ", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax benefit. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01192", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nThis annual report contains forward-looking statements and information concerning us, our plans, and other future events. The risks described below are not the only ones we face, and the statements contained elsewhere in this annual report, including our financial statements, should be read together with these risk factors. The occurrence of any of, or a combination of, the following risks or additional risks and uncertainties not presently known to us or that we currently believe to be immaterial could materially and adversely affect our business, financial position, results of operations, liquidity or cash flows. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of specific factors, including the risks and uncertainties described below.\nThe outbreak of the COVID-19 pandemic has impacted and will likely continue to impact the global economy, global financial markets and our business which may have a material adverse effect on our business, financial condition and results of operations.\nIn March 2020, the World Health Organization recognized the outbreak of a novel strain of coronavirus, COVID-19, as a pandemic. The pandemic has affected every country in which we operate. In response to the pandemic, governments and communities have taken measures to contain the spread of the COVID-19 pandemic, including temporary closures of businesses; social distancing; travel restrictions; \u201cshelter in place\u201d and other governmental regulations; which have caused significant volatility in the financial markets and general economic conditions. These measures have negatively impacted businesses, market participants, financial markets and the global economy and could continue to do so for a prolonged period of time.\nIn response to local COVID-19 related restrictions, a significant percentage of our employees have transitioned to working remotely. For those functions that cannot be performed remotely, we have implemented a number of measures to maintain the health and safety of our employees and customers, including reducing the hours our bank branch offices are open, meeting with customers only by appointment, limiting customer interaction to functions that cannot be performed remotely, limiting non-essential travel, cancelling in-person work-related meetings, and temperature screening. Widespread illness or long-term continuation of such measures could negatively impact our business.\nThe COVID-19 measures did not go into effect in most countries where we operate until the latter part of March 2020. As a result, we do not believe they had a significant adverse impact on our financial condition and results of operations during the period ended March 31, 2020. The extent of the impact of COVID-19 on our business, operational and financial performance will depend on certain developments, including the duration and spread of the outbreak, including any secondary outbreaks, and the impact on our customers, employees and the markets in which we operate, all of which is uncertain at this time and cannot be predicted. The extent to which COVID-19 may impact our business, financial condition, liquidity, results of operations, cash flows, strategies and prospects cannot be reasonably estimated at this time.\nOur business is affected by general business and economic conditions, which could materially and adversely impact our business, financial position, results of operations or cash flows.\nDemand for our products and services is affected by a number of general business and economic conditions. A decline in the Russian, Kazakhstani, Ukrainian, Cypriot, European or United States financial markets or general economies could materially and adversely affect our business, financial position, results of operations or cash flows. Our profit margins, as well as overall demand for our services, could decline as a result of a number of factors beyond our control, including economic r", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 924805_2020.htm (CIK: 924805, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01193", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nThe following Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations section contains forward-looking statements pertaining to, among other things, the commercialization of our product and product candidates, the expected continuation of our collaborative agreements, the receipt of research and development payments thereunder, the future achievement of various milestones in product development and the receipt of payments related thereto, the potential receipt of royalty payments, preclinical testing and clinical trials of potential products, the period of time that our existing capital resources will meet our funding requirements, and our financial results of operations. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various risks and uncertainties, including those set forth in this Annual Report on Form 10-K under the heading \u201cItem 1A. Risk Factors.\u201d See \u201cForward-Looking Statements\u201d in Part I of this Annual Report on Form 10-K.\nOverview\nWe are a neuroscience-focused, biopharmaceutical company dedicated to discovering, developing and delivering life-changing treatments for people with serious, challenging and under-addressed neurological, endocrine and psychiatric disorders. Our diverse portfolio includes United States Food and Drug Administration, or FDA, approved treatments for tardive dyskinesia, Parkinson\u2019s disease, endometriosis*, uterine fibroids* and clinical programs in multiple therapeutic areas. For nearly three decades, we have specialized in targeting and interrupting disease-causing mechanisms involving the interconnected pathways of the nervous and endocrine systems. (*in collaboration with AbbVie Inc.)\nWe launched INGREZZA\u00ae (valbenazine) in the U.S. with our specialty sales force in May 2017, after receiving FDA approval for INGREZZA as the first FDA-approved drug for the treatment of tardive dyskinesia in April 2017. In September 2020, we launched ONGENTYS\u00ae (opicapone) in the U.S. leveraging our existing INGREZZA commercial infrastructure after receiving FDA approval for ONGENTYS for Parkinson's disease in April 2020. INGREZZA net product sales represent the significant majority of our total net product sales.\nOur partner AbbVie Inc., or AbbVie, launched ORILISSA\u00ae (elagolix) in the U.S. and Canada in August and November 2018, respectively, after receiving FDA and Health Canada approval for ORILISSA for endometriosis in July and October 2018, respectively. In June 2020, AbbVie launched ORIAHNNTM (elagolix, estradiol, and norethindrone acetate; elagolix) in the U.S. after receiving FDA approval for ORIAHNN for uterine fibroids in May 2020. We receive royalties at tiered percentage rates on any net sales of ORILISSA and ORIAHNN.\nIn addition, we have a rapidly expanding pipeline of potential treatments and gene therapies for diseases such as Huntington\u2019s disease, or HD, Parkinson\u2019s disease, epilepsy, congenital adrenal hyperplasia, or CAH, schizophrenia and depression. Refer to Part I, Item 1, \u201cBusiness\u201d for more information about our exclusive and partnered commercial products, clinical development pipeline and research programs.\nHighlights:\n\u2022INGREZZA net product sales for 2020 increased $240.2 million, or 31.9%, to $993.1 million, primarily reflecting strong refill and persistency rates for existing INGREZZA patients.\n\u2022We launched ONGENTYS in the U.S. in September 2020, after receiving FDA approval for ONGENTYS as an adjunctive therapy to levodopa/DOPA decarboxylase inhibitors in adult Parkinson's disease patients in April 2020.\n\u2022AbbVie launched ORIAHNN in the U.S. in June 2020, after receiving FDA approval for ORIAHNN as the first FDA-approved non-surgical, oral medication option for the management of heavy menstrual bleeding associated with uterine fibroids in pre-menopausal women in May 2020. We recognized a $30.0 mill", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 914475_2020.htm (CIK: 914475, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01194", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nOur fiscal year ends on the Sunday closest to January 31 of the following year, typically resulting in a 52 week year, but occasionally giving rise to an additional week, resulting in a 53 week year.\nFiscal 2019 was a 52 week year and fiscal 2018 was a 53 week year. Net revenue includes results from the 53rd week, however, comparable sales are calculated on a one week shifted basis such that the 52 weeks ended February 2, 2020 are compared to the 52 weeks ended February 3, 2019 rather than January 27, 2019. The following discussion and analysis should be read in conjunction with our consolidated financial statements and the related notes included elsewhere in this Annual Report on Form 10-K.\nWe have omitted the results of operations and cash flows for fiscal 2017, and the comparison of fiscal 2018 to fiscal 2017. For the omitted results and comparisons please refer to \"Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations\" of our fiscal 2018 Annual Report on Form 10-K filed with the SEC on March 27, 2019.\nThis discussion and analysis contains forward-looking statements based on current expectations that involve risks, uncertainties and assumptions, such as our plans, objectives, expectations, and intentions included in the \"Special Note Regarding Forward-Looking Statements.\" Our actual results and the timing of events may differ materially from those anticipated in these forward looking statements as a result of various factors, including those described in the \"Item 1A. Risk Factors\" section and elsewhere in this Annual Report on Form 10-K.\nWe disclose material non-public information through one or more of the following channels: our investor relations website (http://investor.lululemon.com/), the social media channels identified on our investor relations website, press releases, SEC filings, public conference calls, and webcasts.\nOverview\nOur business momentum continued in fiscal 2019. Net revenue grew 21% and total comparable sales increased 17%. In addition, we expanded our operating margin 80 basis points to 22.3% and grew earnings per share 37%, or 28% excluding certain discrete tax items which were recognized in fiscal 2018.\nFueling our performance this year was strength across our product assortment, 18% square footage growth driven by new stores and our remodel program, and a robust e-commerce business. In addition, our local community events and educators continued to connect us with our guests in a truly unique manner.\nThe Power of Three\nWe believe the first year of our Power of Three growth plan proved to be particularly successful. The strategic pillars of this plan are product innovation, omni-guest experience, and market expansion.\nProduct Innovation\nThroughout fiscal 2019, response to our product offerings was strong as we continued to grow our core product categories, expand our merchandise range, and deliver new innovation through our Science of Feel development platform. Momentum continued in both our men's and women's pant category, and we continued to expand the important categories of bras and outerwear. In men's, one of our key growth areas, revenue increased 34% in 2019. We also moved beyond test phase with our new assortment of selfcare personal-care products. We rolled out our initial assortment to 50 stores and online.\nOmni-Guest Experience\nPerformance was strong across both our company-operated store and direct to consumer channels in fiscal 2019, with comparable store sales increasing 9% and direct to consumer net revenue growing 35%, each based on a shifted calendar. In fiscal 2019 we began to engage with our guests in new ways. We began testing a new membership program, with four markets tested in fiscal 2019. We also opened and began testing our first two fully experiential stores in 2019, one in the Lincoln Park neighborhood of Chicago and the second at the Mall ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1397187_2020.htm (CIK: 1397187, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01195", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data.\nWorld Scan Project, Inc.\nFINANCIAL STATEMENTS\n-F1-\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nFebruary 10, 2021\nTo the Audit Committee or Equivalent\nWorld Scan Project, Inc.\nIn connection with our audit of the financial statements of World Scan Project, Inc. for the year ended October 31, 2020, we will issue our report thereon dated February 10, 2021. Professional standards require that we provide you with the following information related to our audit.\nSignificant and Critical Accounting Policies and Practices\nManagement is responsible for the selection and use of appropriate accounting policies. In accordance with the terms of our engagement letter, we will advise management about the appropriateness of accounting policies and their application. The Company\u2019s significant accounting policies are disclosed in the notes to the financial statements as required by generally accepted accounting principles. No new accounting policies were adopted and the application of existing accounting policies was not changed during 2020. We noted no transactions entered into by the Company during the year for which accounting policies are controversial or for which there is a lack of authoritative guidance or consensus or diversity in practice.\nCritical accounting policies and practices are those that are both most important to the portrayal of the Company\u2019s financial condition and results and require management\u2019s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain. The critical accounting policies used by World Scan Project, Inc. in its 2020 financial statements are described in Note 2 to the financial statements and relate to the policies the Company uses to account for principle of consolidations, basis of presentation, use of estimates, related party transactions, cash and cash equivalents, accounts receivable and credit policies, advance payments and prepaid expenses, inventory, security deposits, foreign currency translation, comprehensive income or loss, revenue recognition, income taxes, basic earnings (loss) per share, fair value of financial instruments, and recently issued accounting pronouncements.\nCritical Accounting Estimates\nAccounting estimates are an integral part of the financial statements prepared by management and are based on management\u2019s knowledge and experience about past and current events and assumptions about future events. Critical accounting estimates are estimates for which (a) the nature of the estimate is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change and (b) the impact of the estimate on financial condition or operating performance is material. The Company\u2019s critical accounting estimate(s) affecting the financial statements was:\nManagement\u2019s estimate(s) of the national and local income taxes due are based on Japanese tax rates. We evaluated the key factors and assumptions used to develop the National and local income taxes in determining that it is reasonable in relation to the financial statements taken as a whole.\nSignificant Unusual Transactions\nFor purposes of this letter, professional standards define significant unusual transactions as transactions that are outside the normal course of business for the Company or that otherwise appear to be unusual due to their timing, size or nature. We noted no significant unusual transactions during our audit.\nRelated Party Relationships and Transactions\nAs part of our audit, we evaluated the Company\u2019s identification of, accounting for, and disclosure of the Company\u2019s relationships and transactions with related parties as required by professional standards. We noted no related parties or related party relationships or transactions that were previously undisclosed to us; significant related-party ", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax rate. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01196", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.\nThe following discussion of our results of operations and financial condition should be read in conjunction with Part I, including matters set forth in the \u201cRisk Factors\u201d section of this Annual Report on Form 10-K, and our Consolidated Financial Statements and notes thereto included elsewhere in this Annual Report on Form 10-K.\nOverview\nWe are a compliance and technology transfer services consulting firm with headquarters in Puerto Rico, servicing the Puerto Rico, United States, Europe and Brazil markets. The compliance consulting service sector in those markets consists of local compliance and validation consulting firms, United States dedicated validation and compliance consulting firms and large publicly traded and private domestic and foreign engineering and consulting firms. We provide a broad range of compliance related consulting services. We market our services to pharmaceutical, chemical, biotechnology, medical devices, cosmetics and food industries, and allied products companies in Puerto Rico, the United States, Europe and Brazil. Our consulting team includes experienced engineering and life science professionals, former quality assurance managers and directors, and professionals with bachelors, masters and doctorate degrees in health sciences and engineering.\nWe actively operate in Puerto Rico, the United States, Europe and Brazil and pursue to further expand these markets by strengthening our business development infrastructure and by constantly realigning our business strategies as new opportunities and challenges arise.\nWe market our services with an active presence in industry trade shows, professional conventions, industry publications and company provided seminars to the industry. Our senior management is also actively involved in the marketing process, especially in marketing to major accounts. Our senior management and staff also concentrate on developing new business opportunities and focus on the larger customer accounts (by number of consultants or dollar volume) and responding to prospective customers\u2019 requests for proposals.\nWe consider our core business to be Food and Drug Administration (\u201cFDA\u201d) and international agencies regulatory compliance consulting related services.\nThe Company holds a tax grant issued by the Puerto Rico Industrial Development Company (\u201cPRIDCO\u201d), which provides relief on various Puerto Rico taxes, including income tax, with certain limitations, for most of the activities carried on within Puerto Rico, including those that are for services to parties located outside of Puerto Rico.\nThe following table sets forth information as to our revenue for the years ended October 31, 2020 and 2019, by geographic regions (dollars in thousands).\nFor the year ended October 31, 2020, the Company\u2019s revenues were $21.6 million, an increase of $2.1 million when compared to the same period last year. The increase is attributable to an increase in projects in Puerto Rico, US, European and Latin American markets of approximately $1,417,000, $95,000, $514,000 and $31,000, respectively. When compared to the same period last year, gross margin had a marginal net decrease of 0.8 percentage points. Selling, general and administrative expenses were approximately $4,441,000, which is comparable to selling, general and administrative expenses reported by the Company last year. These factors resulted in a net income of approximately $2,051,000 for the year ended October 31, 2020, which is comparable to net income reported by the Company last year.\nWhile we have not identified any material adverse effect on our reported results for the year ended October 31, 2020, resulting from the coronavirus (COVID-19) pandemic, we continue to actively monitor the pandemic and any potential future impact it may have on our business and results of operations. The extent to which our operations will be impacted by the pandemic will ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1304161_2020.htm (CIK: 1304161, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01197", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nThis Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Exchange Act and the Private Securities Litigation Reform Act of 1995. Also, documents that we \u201cincorporate by reference\u201d into this Annual Report on Form 10-K, including documents that we subsequently file with the SEC will contain forward-looking statements. When we refer to forward-looking statements or information, sometimes we use words such as \u201cmay,\u201d \u201cwill,\u201d \u201ccould,\u201d \u201cshould,\u201d \u201cplans,\u201d \u201cintends,\u201d \u201cexpects,\u201d \u201cbelieves,\u201d \u201cestimates,\u201d \u201canticipates\u201d and \u201ccontinues.\u201d In particular, the below risk factors describe forward-looking information. The risk factors describe risks that may affect these statements but are not all-inclusive, particularly with respect to possible future events. Many things can happen that can cause actual results to be different from those we describe. These factors include, but are not limited to the following:\nRisk Factors Related to our Real Estate Investments and Operations\nRevenue from our properties may be reduced or limited if the retail operations of our tenants are not successful.\nRevenue from our properties depends primarily on the ability of our tenants to pay the full amount of rent and other charges due under their leases on a timely basis. Some of our leases provide for the payment, in addition to base rent, of additional rent above the base amount according to a specified percentage of the gross sales generated by the tenants and generally provide for reimbursement of real estate taxes and expenses of operating the property. Economic, legal, and/or competitive conditions, as well as COVID-19, may impact the success of our tenants\u2019 retail operations and therefore the amount of rent and expense reimbursements we receive from our tenants. Any reduction in our tenants' abilities to pay base rent, percentage rent, or other charges on a timely basis, including the closing of stores prior to the end of the lease term or the filing by any of our tenants for bankruptcy protection, will adversely affect our financial condition and results of operations. In the event of default by a tenant, we may experience delays and unexpected costs in enforcing our rights as landlord under lease terms, which may also adversely affect our financial condition and results of operations.\nOur net income depends on the success and continued presence of our \u201canchor\u201d tenants.\nOur net income could be adversely affected in the event of a downturn in the business, or the bankruptcy or insolvency, of any anchor store or anchor tenant. Anchor tenants generally occupy large amounts of square footage, pay a significant portion of the total rents at a property and contribute to the success of other tenants by drawing significant numbers of customers to a property. The closing of one or more anchor stores at a property could adversely affect that property and result in lease terminations by, or reductions in rent from, other tenants whose leases may permit termination or rent reduction in those circumstances or whose own operations may suffer as a result. Over the past several years, we have seen higher levels of anchor turnover and closings in some markets, which has caused an oversupply of larger retail spaces. Therefore, tenant demand for certain of our anchor spaces may decrease and as a result, we may see an increase in vacancy and/or a decrease in rents for those spaces that could have a negative impact to our net income. As of December 31, 2020, our anchor tenant space is 96.2% leased and 94.1% occupied.\nA shift in retail shopping from brick and mortar stores to online shopping may have an adverse impact on our cash flow, financial condition and results of operations.\nMany retailers operating brick and mortar stores have made online sales a vital piece of their business. The shift to online shopping may cause declines in brick and mortar sales generate", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 34903_2020.htm (CIK: 34903, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01198", "source": "edgar", "source_license": "public_domain", "text": "Item 8 - Financial Statements and Supplementary Data\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nTo the Board of Directors and Stockholders\nThe L.S. Starrett Company\nOpinion on the financial statements\nWe have audited the accompanying consolidated balance sheets of The L.S. Starrett Company (a Massachusetts corporation) and subsidiaries (the \u201cCompany\u201d) as of June 30, 2020 and 2019, the related consolidated statements of operations, comprehensive income (loss), stockholders\u2019 equity, and cash flows for each of the three years in the period ended June 30, 2020, and the related notes and financial statement schedule included under Item 15(a) (collectively referred to as the \u201cfinancial statements\u201d). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended June 30, 2020, in conformity with accounting principles generally accepted in the United States of America.\nWe also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (\u201cPCAOB\u201d), the Company\u2019s internal control over financial reporting as of June 30, 2020, based on criteria established in the 2013 Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (\u201cCOSO\u201d), and our report dated September 22, 2020 expressed an unqualified opinion.\nBasis for opinion\nThese financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\n/s/ GRANT THORNTON LLP\nWe have served as the Company\u2019s auditor since 2006.\nBoston, Massachusetts\nSeptember 22, 2020\nTHE L.S. STARRETT COMPANY\nConsolidated Balance Sheets\n(in thousands except share data)\nSee notes to consolidated financial statements\nTHE L.S. STARRETT COMPANY\nConsolidated Statements of Operations\n(in thousands except per share data)\nSee notes to consolidated financial statements\nTHE L. S. STARRETT COMPANY\nConsolidated Statements of Comprehensive (Loss)\n(in thousands)\nSee notes to consolidated financial statements\nTHE L.S. STARRETT COMPANY\nConsolidated Statements of Stockholders\u2019 Equity\n(in thousands except per share data)\nSee notes to consolidated financial statements\nTHE L. S. STARRETT COMPANY\nConsolidated Statements of Cash Flows\n(in thousands)\nSee notes to consolidated financial statements\nTHE L.S. STARRETT COMPANY\nNotes to Consolidated Financial Statements\nJune 30, 2020 and 2019\n1. DESCRIPTION OF BUSINESS\nThe L. S. Starrett Company (the \u201cCompany\u201d) is incorporated in the Commonwealth of Massachusetts and is in the business of manufacturing industrial, professional and consumer measuring and cutting tools and ", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 93676_2020.htm (CIK: 93676, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01199", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk\nWe face various risks related to pandemics and other catastrophic events, including the recent global outbreak of the novel COVID-19. In recent months, the continued spread of COVID-19 has led to disruptions to commerce, reduced economic activity and increased volatility in the global capital markets. The COVID-19 pandemic and its resulting macroeconomic conditions has caused the financial markets to decline sharply and to become volatile, and such effects may continue or worsen in the future, amplifying the negative impact on global growth and global financial markets.\nWe believe we are principally exposed to the following types of market risk:\n\u25aaequity price risk;\n\u25aaforeign currency risk;\n\u25aainterest rate risk;\n\u25aacommodity price risk;\n\u25aacredit risk;\n\u25aaliquidity risk; and\n\u25aapolitical risk.\nEquity Price Risk\nThe investment manager of TP Fund, Third Point LLC, tracks the performance and exposures of the TP Fund, each strategy and sector, and selective individual securities. A particular focus is placed on \u201cbeta\u201d exposure, which is the portion of the portfolio that is directly correlated to risks and movements of the equity market as a whole (usually represented by the S&P 500 index) as opposed to idiosyncratic risks and factors associated with a specific position. Further, the performance of our investment portfolio has historically been compared to several market indices, including the S&P 500, MSCI World, CS/Tremont Event Driven Index, HFRI Event Driven Index, and others.\nThrough our investment in TP Fund, and specifically, the valuations of the equity securities it holds, we may be adversely impacted by the market volatility and uncertainties resulting from the development of COVID-19.\nAs of December 31, 2020, net investments managed by Third Point LLC, including investments underlying the TP Fund, included long and short equity securities, along with certain equity-based derivative instruments, the carrying values of which are primarily based on quoted market prices. Generally, market prices of common equity securities are subject to fluctuation, which could cause the amount to be realized upon the closing of the position to differ significantly from their current reported value. This risk is partly mitigated by the presence of both long and short equity securities in TP Fund\u2019s investment portfolio. As of December 31, 2020, a 10% decline in the value of all equity and equity-linked derivatives would result in a loss to the Company of $134.6 million, or 4.7% (December 31, 2019 - $49.7 million, or 2.0%) of total net investments managed by Third Point LLC.\nComputations of the prospective effects of hypothetical equity price changes are based on numerous assumptions, including the maintenance of the existing level and composition of investment securities and should not be relied on as indicative of future results.\nForeign Currency Risk\nReinsurance Contracts\nWe have foreign currency exposure related to non-U.S. dollar denominated reinsurance contracts. Of our gross premiums written from inception, $666.3 million, or 13.5%, were written in currencies other than the U.S. dollar. As of December 31, 2020, loss and loss adjustment expense reserves included $189.1 million (December 31, 2019 - $171.5 million) and net reinsurance balances receivable included $20.5 million (December 31, 2019 - $10.9 million) in foreign currencies. These foreign currency liability exposures were generally offset by foreign currencies held in trust accounts of $178.5 million as of December 31, 2020 (December 31, 2019 - $170.2 million). The foreign currency cash and cash equivalents and investments held in reinsurance trust accounts are included in net investments managed by Third Point LLC. The exposure to foreign currency collateral held in trust accounts is excluded from the foreign currency investment exposure table below.\nInvestments\nThird Point LLC continually measures foreign currency exposu", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1576018_2020.htm (CIK: 1576018, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01200", "source": "edgar", "source_license": "public_domain", "text": "Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.\nThe financial statements and related financial information required to be filed hereunder are indexed under Item 15 of this Annual Report on Form 10-K and are incorporated herein by reference.\nItem 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1540159_2020.htm (CIK: 1540159, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01201", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nAn investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and the other information in this Annual Report on Form 10-K and in our other public filings before making an investment decision. Our business, prospects, financial condition, or operating results could be harmed by any of these risks, as well as other risks not currently known to us or that we currently consider immaterial. If any such risks and uncertainties actually occurs, our business, financial condition or operating results could differ materially from the plans, projections and other forward-looking statements included in the section titled \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d and elsewhere in this report and in our other public filings. The trading price of our common stock could decline due to any of these risks, and, as a result, you may lose all or part of your investment.\nSummary of Risk Factors\nThe risk factors detailed in Item 1A entitled \u201cRisk Factors\u201d in this Annual Report on Form 10-K are the risks that we believe are material to our investors and a reader should carefully consider them. Those risks are not all of the risks we face, and other factors not presently known to us or that we currently believe are immaterial may also affect our business if they occur. The following is a summary of the risk factors detailed in Item 1A:\n\u00b7\nWe have a history of losses and may not achieve profitability in the future.\n\u00b7\nThe extent to which the COVID-19 pandemic will adversely impact our business, financial condition and results of operations is highly uncertain and cannot be predicted.\n\u00b7\nThe majority of our products and services are sold pursuant to short-term subscription agreements, and if our customers elect not to renew these agreements, our revenues may decrease.\n\u00b7\nIf we fail to enhance our existing products and services or develop new products and services, our products and services may become obsolete or less competitive and we could lose customers.\n\u00b7\nInterruptions or delays in service from our third-party data center providers could impair our ability to deliver our platform to our customers, resulting in customer dissatisfaction, damage to our reputation, loss of customers, limited growth and reduction in revenue.\n\u00b7\nExisting and future federal, state and foreign laws which regulate Internet tracking software, the senders of commercial emails and text messages, website owners and other activities, and could impact the use of our marketing tools which may negatively affect our business.\n\u00b7\nWe may need additional capital in the future, which may not be available to us on favorable terms, or at all, and may dilute your ownership of our common stock.\n\u00b7\nOur quarterly results may fluctuate and if we fail to meet the expectations of analysts or investors, our stock price could decline substantially.\nRisks Related To Our Business\nThe majority of our products and services are sold pursuant to short-term subscription agreements, and if our customers elect not to renew these agreements, our revenues may decrease.\nTypically, our products and services are sold pursuant to short-term subscription agreements, which are generally one month to one year in length, with no obligation to renew these agreements. Our renewal rates may decline due to a variety of factors, including the products and services and prices offered by our competitors, new technologies offered by others, consolidation in our customer base or if some of our customers cease their operations. If our renewal rates are low or decline for any reason, or if customers renew on less favorable terms, our revenues may decrease, which could adversely affect our results of operations.\nWe may not be able to scale our business quickly enough to meet our customers' growing needs, and if we are not able to grow efficiently, our operating results could be harmed.\nAs usage of our market", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1506439_2020.htm (CIK: 1506439, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01202", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nThe material risks and uncertainties that management believes affect the Company are described below. Before making an investment decision, you should carefully consider the risks and uncertainties described below together with all of the other information included or incorporated by reference in this report. The risks and uncertainties described below are not the only ones facing the Company. Additional risks and uncertainties that management is not aware of or focused on or that management currently deems immaterial may also impair the Company\u2019s business operations. This report is qualified in its entirety by these risk factors. If any of the following risks actually occur, the Company\u2019s financial condition and results of operations could be materially and adversely affected. If this were to happen, the value of the Company\u2019s common stock could decline significantly, and you could lose all or part of your investment.\nRisk Factors Summary\nAn investment in the Company's common stock is subject to risks inherent to the Company's business. Such risks, including those set forth in the summary of material risks in this Part I. Item 1A. should be carefully considered before purchasing our securities.\nCOVID-19 Pandemic Risk Factors\n\u2022The COVID-19 pandemic has materially impacted our business and financial results, and the ultimate impact will depend on future developments, which are highly uncertain and cannot be predicted, including the scope and duration of the pandemic and actions that have been taken, and may in the future be imposed, by governmental authorities in response to the pandemic.\nOperational, Strategic and Business Risk Factors\n\u2022Current economic conditions in the State of Alaska pose challenges for us and could adversely affect our financial condition and results of operations.\n\u2022Our concentration of operations in the Anchorage, Matanuska-Susitna Valley, Fairbanks and Southeast areas of Alaska makes us more sensitive to downturns in those areas.\n\u2022Our information systems or those of our third-party vendors may be subject to an interruption or breach in security, including as a result of cyber-attacks.\n\u2022A failure in or breach of the Company's operational systems, information systems, or infrastructure, or those of the Company's third-party vendors and other service providers, may result in financial losses, or loss of customers.\n\u2022Our business is highly reliant on third party vendors.\n\u2022We continually encounter technological change, and we may have fewer resources than many of our competitors to continue to invest in technological improvements.\n\u2022Residential mortgage lending is a market sector that experiences significant volatility and is influenced by many factors beyond our control.\n\u2022If we do not comply with the agreements governing servicing of loans, if these agreements change materially, or if others allege non-compliance, our business and results of operations may be harmed.\n\u2022Certain hedging strategies that we use to manage interest rate risk may be ineffective to offset any adverse changes in the fair value of these assets due to changes in interest rates and market liquidity.\n\u2022Our loan loss allowance may not be adequate to cover future loan losses, which may adversely affect our earnings.\n\u2022We have a significant concentration in real estate lending. A downturn in real estate within our markets would have a negative impact on our results of operations.\n\u2022Real estate values may decrease leading to additional and greater than anticipated loan charge-offs and valuation writedowns on our other real estate owned (\u201cOREO\u201d) properties.\n\u2022We conduct substantially all of our operations through Northrim Bank, our banking subsidiary; our ability to pay dividends, repurchase our shares, or to repay our indebtedness depends upon liquid assets held by the holding company and the results of operations of our subsidiaries and their ability to pay dividends.\n\u2022There can be no assurance that the Company will continue ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1163370_2020.htm (CIK: 1163370, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01203", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation.\nThe information required by this item will be included in an amendment to this Annual Report on Form 10-K or incorporated by reference from our Proxy Statement.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1522860_2020.htm (CIK: 1522860, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01204", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data.\nThe financial statements required by this item and the reports of the independent accountants thereon required by Item 14(a)(2) appear on pages to. See accompanying Index to the Consolidated Financial Statements on page. The supplementary financial data required by Item 302 of Regulation S-K appears in Note 35 to the consolidated financial statements.\nItem 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1737927_2020.htm (CIK: 1737927, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01205", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\nAs a smaller reporting company we are not required to respond to this item.\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1372954_2020.htm (CIK: 1372954, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01206", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data\nThe following tables set forth selected consolidated financial data of our Company as of and for each of the years in the five-year period ended February 1, 2020 and should be read in conjunction with \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d and our accompanying Consolidated Financial Statements and Notes thereto.\nWe derived the selected financial data presented below for the periods or dates indicated from our consolidated financial statements. Our consolidated financial statements as of and for the five-year period ended February 1, 2020 were audited by KPMG LLP, an independent registered public accounting firm. Our consolidated financial statements as of and for the years ended February 1, 2020, February 2, 2019 and February 3, 2018 are included in this Annual Report.\nFor a discussion of certain factors that materially affect the comparability of the selected consolidated financial data or cause the data reflected herein not to be indicative of our future results of operations or financial condition, see Item 1A, \u201cRisk Factors\u201d and Item 7, \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\u201d\n(1)\nOur fiscal year is a 52- or 53- week period ending on the Saturday closest to January 31. Fiscal 2017 was a 53-week period; all other fiscal years were 52-weeks. Certain columns may not foot due to rounding.\n(2)\nIn connection with its CEO search and CEO transition, the Company incurred a charge of $0.7 million and $2.4 million, respectively, in fiscal 2019 and fiscal 2018. In addition, in fiscal 2018, the Company recorded a charge of $1.9 million related to the Company\u2019s corporate restructuring in May 2018. See Notes L and M to the Notes to the Consolidated Financial Statements.\n(3)\nIn the third quarter of fiscal 2019, the Company closed its London Rochester Clothing store and recorded a charge of $1.7 million. Approximately $0.8 million of the charge related to the recognition of the accumulated currency translation adjustment. See Note N to the Consolidated Financial Statements.\n(4)\nThe impairment charges relate to the write-down of right-of-use assets and property and equipment, related to stores where the carrying value exceeds fair value. Fiscal 2018 also includes the write-off of the Company\u2019s \u201cRochester\u201d trademark of $1.5 million. Fiscal 2017 also includes the write-off of $1.9 million for technology projects, which were abandoned in fiscal 2017. See Note A to the Notes to the Consolidated Financial Statements.\n(5)\nIn the fourth quarter of fiscal 2017, as a result of the elimination of the corporate alternative minimum tax (\u201cAMT\u201d) and the ability to receive a refund for our AMT credit, we recognized an income tax benefit of $2.1 million, associated with reversing the corresponding valuation allowance against this asset. See Note F to the Notes to the Consolidated Financial Statements.\n(6)\n\u201cEBITDA,\u201d \u201cAdjusted EBITDA,\u201d \u201cAdjusted EBITDA margin\u201d and \u201cFree cash flow\u201d are non-GAAP measures. See \u201cNon-GAAP Reconciliations\u201d in Item 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax benefit. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01207", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nIn your evaluation of our Company and business, you should carefully consider the risks and uncertainties described below, together with information included elsewhere within this report and other documents we file with the SEC. These risks, as well as additional risks and uncertainties not currently known to us or that we currently believe are immaterial also may materially harm our business, financial condition or operating results and result in a decline in the price of our stock.\nRisks Relating to Our Business\nWe depend on U.S. government agencies as our primary customer and, if our reputation or relationships with these agencies were harmed, our future revenues and cash flows would be adversely affected.\nWe generated either as a prime contractor or a subcontractor to other contractors engaged in work for the U.S. government over 95% of our total revenues during each of the last three fiscal years from contracts with the U.S. government. We expect to continue to derive substantially all of our revenues from work performed under U.S. government contracts. Our reputation and relationship with the U.S. government, and in particular with the agencies of the DoD, are key factors in maintaining and growing these revenues. Negative press reports or publicity, regardless of accuracy, could harm our reputation. If our reputation is negatively affected, or if we are suspended or debarred from contracting with government agencies for any reason, the amount of business with government and other customers would decrease and our future revenues, cash flows, and financial results would be adversely affected.\nA decline in the U.S. government defense budget, changes in spending or budgetary priorities, the failure to approve U.S. government budgets on a timely basis or delays in contract awards and other procurement activity may significantly and adversely affect our future revenues, cash flow and financial results.\nBecause we generate substantially all of our revenues from contracts with U.S. government agencies, our operating results could be adversely affected by spending caps or changes in budgetary priorities, as well as by delays in the government budget process, program starts or the award of contracts or task orders under contracts. Current U.S. government spending levels for defense-related and other programs may not be sustained beyond government fiscal year (GFY) 2021. Future spending and program authorizations may not increase or may decrease or shift to programs in areas in which we do not provide services or are less likely to be awarded contracts. Such changes in spending authorizations and budgetary priorities may occur as a result of shifts in spending priorities from defense-related and other programs as a result of competing demands for federal funds and the number and intensity of military conflicts or other factors.\nWhen the U.S. Congress does not complete a budget before the end of the fiscal year, government operations typically are funded through one or more continuing resolutions that authorize agencies of the U.S. government to continue to operate, but do not authorize new spending initiatives. When the U.S. government operates under a continuing resolution, contract awards may be delayed, canceled, or funded at lower levels which could adversely impact our operations, cash flows and financial results. There is a possibility that post-election political calculations, the distractions of 2020 presidential and congressional campaigns, or an impasse on policy issues could threaten continuous government funding past September 30, 2020. While the federal government is currently funded in full through the end of GFY 2020, there is a strong possibility that GFY 2021 will begin under a continuing resolution, which has occurred regularly in recent election year appropriations cycles.\nImmigration issues were the root cause of a five-week government shutdown from December 2018 to January 2019, and conti", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1571123_2020.htm (CIK: 1571123, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01208", "source": "edgar", "source_license": "public_domain", "text": "Item 6.Selected Financial Data\nThe following sets forth our selected consolidated financial and operating information on a historical basis and should be read together with \u201cItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1232582_2020.htm (CIK: 1232582, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01209", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nWe are exposed to commodity price and interest rate market risks. We monitor and manage these exposures as part of our overall risk management program. Our risk management program focuses on the unpredictability of financial markets and seeks to reduce the potentially adverse effects that the volatility of these markets may have on our operating results.\nCommodity Costs. Certain commodities we use in our production process, or input costs, expose us to market price risk due to volatility in the prices for those commodities. Through our grain supply contracts for our Atchison and Lawrenceburg facilities, our wheat flour supply contract for our Atchison facility, and our natural gas contracts for both facilities, we purchase grain, wheat flour, and natural gas, respectively, for delivery from one to 24 months into the future at negotiated prices. We have determined that the firm commitments to purchase grain, wheat flour, and natural gas under the terms of our supply contracts meet the normal purchases and sales exception as defined under Accounting Standards Codification (\"ASC\") 815, Derivatives and Hedging, because the quantities involved are for amounts to be consumed within the normal expected production process.\nInterest Rate Exposures. Our Credit Agreement and Note Purchase Agreement (Note 5) expose us to market risks arising from adverse changes in interest rates. Established procedures and internal processes govern the management of this market risk.\nIncreases in market interest rates would cause interest expense to increase and earnings before income taxes to decrease. The change in interest expense and earnings before income taxes would be dependent upon the weighted average outstanding borrowings during the reporting period following an increase in market interest rates. Based on weighted average outstanding variable-rate borrowings at December 31, 2020, a 100 basis point increase over the non-default rates actually in effect at such date would increase our interest expense on an annualized basis by $70. Based on weighted average outstanding fixed-rate borrowings at December 31, 2020, a 100 basis point increase in market rates would result in a decrease in the fair value of our outstanding fixed-rate debt of $1,624, and a 100 basis point decrease in market rates would result in an increase in the fair value of our outstanding fixed-rate debt of $1,714.\nITEM 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 835011_2020.htm (CIK: 835011, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01210", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\nThe following table summarizes our selected consolidated financial data for the periods indicated. This information should be read in conjunction with Management's Discussion and Analysis of Financial Condition and Results of Operations in Item 7, and the Consolidated Financial Statements and related Notes in Item 8.\n_______________________________________________________________________________\n(1)Impairment of oil and gas properties in 2017 includes an impairment charge of $414.3 million associated with our oil and gas properties located in the Eagle Ford Shale in south Texas and $68.6 million associated with our oil and gas properties located in West Virginia and Ohio. Impairment of oil and gas properties in 2016 includes an impairment charge of $435.6 million associated with the proposed sale our oil and gas properties located in West Virginia and Ohio. For additional discussion of impairment of oil and gas properties, refer to Note 1 of the Notes to the Consolidated Financial Statements.\n(2)Earnings (loss) on equity method investments in 2019 includes a gain on sale of investment of $75.8 million associated with our equity investment in Meade Pipeline Co LLC (Meade). Earnings (loss) on equity method investments in 2017 includes an other than temporary impairment of $95.9 million associated with our investment in Constitution Pipeline Company, LLC (Constitution). Refer to Note 4 of the Notes to the Consolidated Financial Statements.\n(3)Loss on sale of assets in 2018 includes a $45.4 million loss from the sale of certain proved and unproved oil and gas properties located in the Eagle Ford Shale partially offset by a $29.7 million gain from the sale of certain proved and unproved oil and gas properties located in the Haynesville Shale. Loss on sale of assets in 2017 includes an $11.9 million loss from the sale of certain proved and unproved oil and gas properties located in West Virginia, Virginia and Ohio. Refer to Note 2 of the Notes to the Consolidated Financial Statements.\n(4)Net income (loss) in 2017 includes an income tax benefit of $242.9 million as a result of the remeasurement of our net deferred income tax liabilities based on the lower corporate income tax rate associated with the Tax Cuts and Jobs Act that was enacted in December 2017.\n(5)Total assets as of December 31, 2020 and 2019 include a right of use asset of $33.7 million and $35.9 million, respectively, as a result of the adoption of Accounting Standards Update No. 2016-02, Leases effective January 1, 2019. Comparative periods were not restated. Refer to Note 1 and Note 9 of the Notes to the Consolidated Financial Statements.\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax rate, tax benefit. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01211", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nThe following discussion of risk factors contains forward-looking statements. These risk factors may be important to understanding other statements in this Form 10-K. The following information should be read in conjunction with Part II, Item 7, \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d and the consolidated financial statements and accompanying notes in Part II, Item 8, \u201cFinancial Statements and Supplementary Data\u201d of this Form 10-K.\nThe business, financial condition and operating results of the Company can be affected by a number of factors, whether currently known or unknown, including but not limited to those described below, any one or more of which could, directly or indirectly, cause the Company\u2019s actual financial condition and operating results to vary materially from past, or from anticipated future, financial condition and operating results. Any of these factors, in whole or in part, could materially and adversely affect the Company\u2019s business, financial condition, operating results and stock price.\nBecause of the following factors, as well as other factors affecting the Company\u2019s financial condition and operating results, past financial performance should not be considered to be a reliable indicator of future performance, and investors should not use historical trends to anticipate results or trends in future periods.\nThe Company\u2019s business, results of operations, financial condition and stock price have been adversely affected and could in the future be materially adversely affected by the COVID-19 pandemic.\nCOVID-19 has spread rapidly throughout the world, prompting governments and businesses to take unprecedented measures in response. Such measures have included restrictions on travel and business operations, temporary closures of businesses, and quarantines and shelter-in-place orders. The COVID-19 pandemic has significantly curtailed global economic activity and caused significant volatility and disruption in global financial markets.\nThe COVID-19 pandemic and the measures taken by many countries in response have adversely affected and could in the future materially adversely impact the Company\u2019s business, results of operations, financial condition and stock price. Following the initial outbreak of the virus, the Company experienced disruptions to its manufacturing, supply chain and logistical services provided by outsourcing partners, resulting in temporary iPhone supply shortages that affected sales worldwide. During the course of the pandemic, the Company\u2019s retail stores, as well as channel partner points of sale, have been temporarily closed at various times. In many cases, where stores and points of sale have reopened they are subject to operating restrictions to protect public health and the health and safety of employees and customers. The Company has at times required substantially all of its employees to work remotely.\nThe Company is continuing to monitor the situation and take appropriate actions in accordance with the recommendations and requirements of relevant authorities. The full extent of the impact of the COVID-19 pandemic on the Company\u2019s operational and financial performance is currently uncertain and will depend on many factors outside the Company\u2019s control, including, without limitation, the timing, extent, trajectory and duration of the pandemic, the development and availability of effective treatments and vaccines, the imposition of and compliance with protective public safety measures, and the impact of the pandemic on the global economy and demand for consumer products. Additional future impacts on the Company may include, but are not limited to, material adverse effects on: demand for the Company\u2019s products and services; the Company\u2019s supply chain and sales and distribution channels; the Company\u2019s ability to execute its strategic plans; and the Company\u2019s profitability and cost structure.\nTo the extent the COVID-19 pandem", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 320193_2020.htm (CIK: 320193, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01212", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\nThe following is a discussion and year-to-year comparisons of APG\u2019s financial condition and results of operations for the years ended December 31, 2020 and 2019, which for 2019 includes the results of operations for APi Group, Inc. (\u201cAPi Group\u201d) for the period following the APi Acquisition (October 1, 2019 through December 31, 2019)(\u201c2019 Successor period\u201d) and for APi Group for the nine months ended September 30, 2019 (\u201c2019 Predecessor period\u201d).\nFor a discussion of the results of operations and financial condition of APi Group for the year ended December 31, 2018 and year-to-year comparisons between 2019 and 2018, please refer to \u201cItem 7 - Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations in our Form S-4, effective as of May 1, 2020, which item is incorporated herein by reference.\nSome of the information contained in this discussion and analysis or set forth elsewhere in this Annual Report, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. As a result of many factors, including those factors set forth in the \u201cRisk Factors\u201d and \u201cCautionary Note Regarding Forward Looking Statements\u201d sections of this Annual Report, our actual results could differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.\nOverview\nAPG is a market-leading business services provider of safety, specialty and industrial services in over 200 locations, primarily in North America and with an expanding platform in Europe. APG provides statutorily mandated and other contracted services to a strong base of long-standing customers across industries. We have a winning leadership culture driven by entrepreneurial business leaders to deliver innovative solutions for our customers.\nWe focus on growing our recurring revenue and repeat business from our diversified long-standing customers across a variety of end markets, which provides us with stable cash flows and a platform for organic growth. Maintenance and service revenues are generally more predictable through contractual arrangements with typical terms ranging from days to three years, with the majority having durations of less than six months, and are often recurring due to consistent renewal rates and long-standing customer relationships.\nWe were incorporated on September 18, 2017 with limited liability under the laws of the British Virgin Islands under the name J2 Acquisition Limited (\u201cJ2\u201d). J2 was created for the purpose of acquiring a target company or business. On October 1, 2019, we completed our acquisition of APi Group (the \u201cAPi Acquisition\u201d) and changed our name to APi Group Corporation in connection with the APi Acquisition.\nOur financial statement presentation for the APi Group financial information as of and for the periods presented prior to the APi Acquisition date are labeled \u201cPredecessor\u201d. Our financial statements, including APi Group from the APi Acquisition date, are labeled \u201cSuccessor\u201d.\nCertain Factors and Trends Affecting APG\u2019s Results of Operations\nSummary of Principal Acquisitions\nDuring 2020 we completed multiple acquisitions for an aggregate cash purchase price of $319 million, net of cash acquired. These acquisitions were primarily in the Safety Services segment. The largest of these acquisitions was SKG, a European market-leading provider of commercial safety services, with operations primarily in the Netherlands, Belgium, France, Sweden, Norway, and the United Kingdom. See Note 4 - \u201cBusiness Combinations\u201d for further details.\nEconomic, Industry and Market Factors\nWe closely monitor the effects of general changes in economic and market conditions on our customers. General economic and market conditions can negatively affect demand for our customers\u2019 products and services", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1796209_2020.htm (CIK: 1796209, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01213", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nPursuant to paragraph 3 of General Instruction G to Form 10-K, we incorporate by reference into this Item 11 the information to be disclosed in our definitive proxy statement, which is to be filed pursuant to Regulation 14A with the SEC within 120 days after the close of the year ended December 31, 2020.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1691303_2020.htm (CIK: 1691303, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01214", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nThe Company does not hold any assets or liabilities requiring disclosure under this item.\nITEM 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1399306_2020.htm (CIK: 1399306, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01215", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations\nThe following discussion should be read in conjunction with the consolidated financial statements of the Company and the notes thereto included elsewhere in this report, the \u201cSpecial Note Regarding Forward-Looking Statements\u201d in Part I and \u201cItem 1A. Risk Factors.\u201d\nExecutive Summary\nOverview\nWe are a fully integrated, self-administered real estate company that has elected to be a Real Estate Investment Trust (\"REIT\") for federal income tax purposes, engaged in the acquisition, ownership and management of commercial real estate, primarily neighborhood and community shopping centers, anchored by supermarkets, pharmacy/drug-stores and wholesale clubs, with a concentration in the metropolitan tri-state area outside of the City of New York. Other real estate assets include office properties, single tenant retail or restaurant properties and office/retail mixed-use properties. Our major tenants include supermarket chains and other retailers who sell basic necessities.\nAt October 31, 2020, we owned or had equity interests in 81 properties, which include equity interests we own in five consolidated joint ventures and six unconsolidated joint ventures, containing a total of 5.3 million square feet of Gross Leasable Area (\u201cGLA\u201d). Of the properties owned by wholly-owned subsidiaries or joint venture entities that we consolidate, approximately 90.4% was leased (92.9% at October 31, 2019). Of the properties owned by unconsolidated joint ventures, approximately 91.1% was leased (96.1% at October 31, 2019).\nWe have paid quarterly dividends to our shareholders continuously since our founding in 1969.\nImpact of COVID-19\nThe following discussion is intended to provide stockholders with certain information regarding the impacts of the COVID-19 pandemic on our business and management\u2019s efforts to respond to those impacts. Unless otherwise specified, the statistical and other information regarding our property portfolio and tenants are estimates based on information available to us as of December 10, 2020. As a result of the rapid development, fluidity and uncertainty surrounding this situation, we expect that such statistical and other information will change going forward, potentially significantly, and may not be indicative of the actual impact of the COVID-19 pandemic on our business, operations, cash flows and financial condition for fiscal 2021 and future periods.\nThe spread of COVID-19 is having a significant impact on the global economy, the U.S. economy, the economies of the local markets throughout the northeast region in which our properties are located, and the broader financial markets. Nearly every industry has been impacted directly or indirectly, and the U.S. retail market has come under severe pressure due to numerous factors, including preventive measures taken by local, state and federal authorities to alleviate the public health crisis, such as mandatory business closures, quarantines, restrictions on travel and \u201cshelter-in-place\u201d or \u201cstay-at-home\u201d orders. During the early part of the pandemic, these containment measures, as implemented by the tri-state area of Connecticut, New York and New Jersey, generally permitted businesses designated as \u201cessential\u201d to remain open, although limiting the operations of different categories of our tenants to varying degrees. Since early summer, many (but not all) of these restrictions have been gradually lifted as the COVID-19 situation in the tri-state area significantly improved, with most businesses now permitted to open at reduced capacity and under other limitations intended to control the spread of COVID-19. The situation, however, has been evolving as we head deeper into the winter months.\nMoreover, not all tenants have been impacted in the same way or to the same degree by the pandemic and the measures adopted to control the spread of COVID-19. For example, grocery stores, pharmacies and whole", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1029800_2020.htm (CIK: 1029800, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01216", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nCommodity Price Risk\nMarket risk is the risk of loss arising from adverse changes in market rates and prices. Since we do not take ownership of the crude oil, natural gas, and refined products or diluent that we transport for our customers, and we do not engage in the marketing and trading of any commodities, we have limited direct exposure to inventory risks associated with fluctuating commodity prices.\nOur tariffs for crude oil shipments include an FLA. We do not take physical possession of the allowance oil as a result of our services, but record the volumes accumulated as a receivable from the customer in the month we provide the transportation services. We consider the FLA as a part of the transportation revenue we receive from the customer.\nAllowance oil income is subject to more volatility than transportation revenue, as it is directly dependent on commodity prices. As a result, the income we realize under our FLA provisions will increase or decrease as a result of changes in underlying commodity prices. A $5 per barrel change in each applicable commodity price would have changed revenue by approximately $1.0 million for the year ended December 31, 2020. We do not intend to enter into any hedging agreements to mitigate our exposure to decreases in commodity prices through our FLA.\nInterest Rate Risk\nOur net income is affected by fluctuations in interest rates (e.g. interest expense on variable rate debt). A hypothetical increase of 100 basis points in the interest rate of our debt would impact the Partnership\u2019s annual interest expense by approximately $4.7 million, assuming the $468.0 million is outstanding for an entire year.\nAs announced in July 2017, LIBOR is expected to be phased out by the end of 2021. Uncertainty as to the nature of alternative reference rates and as to potential changes or other reforms to LIBOR may adversely impact our interest rates and related interest expense.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1708301_2020.htm (CIK: 1708301, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01217", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nSUMMARY COMPENSATION TABLE\nThe following table provides information regarding the compensation paid during the years ended December 31, 2020 and 2019 to each of the executive officers named below, who are collectively referred to as \u201cnamed executive officers\u201d elsewhere in this report.\n(1) Amounts shown represent the grant date fair value computed in accordance with FASB ASC 718. The assumptions used by us with respect to the valuation of option grants and stock awards are set forth in Note 9 to the financial statements.\n(2) Beginning in January 2020, our Chief Executive Officer and our Executive Chairman agreed to a 50% reduction in their base salaries through June 30, 2020.\n(3) In October 2020, Mr. Bhonsle retired and Dr. Beebe DeVarney assumed the roles of President and Chief Operating Officer.\n(4) Amounts shown represent the payment of accrued vacation at time of retirement.\n(5) Mr. Hallberg\u2019s employment terminated in April 2020.\n(6) Amounts shown represent severance payments.\nEmployee Benefits Plans\nThe principal purpose of our stock incentive plans is to attract, motivate, reward and retain selected employees, consultants and directors through the granting of stock-based compensation awards. The stock option plans provide for a variety of awards, including non-qualified stock options, incentive stock options (within the meaning of Section 422 of the Code), stock appreciation rights, restricted stock awards, performance-based awards and other stock-based awards.\n2001 Stock Option Plan\nIn August 2001, we adopted the 2001 Employee Non-Qualified Stock Option Plan, or the 2001 NQ Plan, pursuant to which 1,768 shares of common stock were authorized for issuance for option grants to employees and consultants who are not officers or directors of Titan. The 2001 NQ Plan expired by its terms in August 2011. On December 31, 2020, options to purchase an aggregate of 412 shares of our common stock were outstanding under the 2001 NQ Plan.\n2002 Stock Incentive Plan\nIn July 2002, we adopted the 2002 Stock Incentive Plan, or the 2002 Plan. Under the 2002 Plan, as amended, a total of approximately 7,234 shares of our common stock were authorized for issuance to employees, officers, directors, consultants, and advisers. The 2002 Plan expired by its terms in July 2012. On December 31, 2020, options to purchase an aggregate of 1,426 shares of our common stock were outstanding under the 2002 Plan.\n2014 Incentive Plan\nIn February 2014, our Board adopted the 2014 Incentive Plan, or the 2014 Plan, pursuant to which 2,526 shares of our common stock were authorized for issuance to employees, directors, officers, consultants and advisors. On December 31, 2020, options to purchase 1,285 shares of our common stock were outstanding under the 2014 Plan.\n2015 Omnibus Equity Incentive Plan\nIn August 2015, our stockholders approved the 2015 Omnibus Equity Incentive Plan, or the 2015 Plan. The 2015 Plan, as amended, authorized a total of 1,000,000 shares of our common stock for issuance to employees, directors, officers, consultants and advisors. On December 31, 2020, options to purchase 24,770 shares of our common stock were outstanding under the 2015 Plan.\nOutstanding Equity Awards At Fiscal Year-End\nThe following table summarizes the number of securities underlying outstanding plan awards for each named executive officer as of December 31, 2020.\nThere were no options granted to or exercised by our named executive officers during 2020.\nPension Benefits\nWe do not sponsor any qualified or non-qualified defined benefit plans.\nNonqualified Deferred Compensation\nWe do not maintain any non-qualified defined contribution or deferred compensation plans. The Compensation Committee, which is comprised solely of \u201coutside directors\u201d as defined for purposes of Section 162(m) of the Code, may elect to provide our officers and other employees with non-qualified defined contribution or deferred compensation benefits if the Compensation Com", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 910267_2020.htm (CIK: 910267, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01218", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.\nThe following discussion and analysis of our financial condition and results of operations should be read together with our financial statements and the related notes and the other financial information included elsewhere in this report. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those discussed below and elsewhere in this report, particularly those under \u201cRisk Factors.\u201d\nOverview\nWe have developed the Pure-Vu System (the \u201cPure-Vu System\u201d), a medical device that has received 510(k) clearance from the U.S. Food and Drug Administration (the \u201cFDA\u201d). In June 2019, the 510(k) premarket notification for the second-generation of the Pure-Vu System was reviewed and cleared by the FDA. The second-generation of our Pure-Vu System has received CE Mark approval in the European Economic Area. The Pure-Vu System is indicated to help facilitate the cleaning of a poorly prepared colon during the colonoscopy procedure. The device integrates with standard and slim colonoscopes to enable safe and rapid cleansing during the procedure while preserving established procedural workflow and techniques by irrigating the colon and evacuating the irrigation fluid (water), feces and other bodily fluids and matter. We believe that the technology may be useful in the future as a tool to help reduce user dependency on conventional pre-procedural bowel prep regimens. Challenges with bowel preparation for inpatient colonoscopy represent a significant area of unmet need that directly affects clinical outcomes and increases the cost of care for a hospital in a market segment where most of the reimbursement is under a bundle payment based on a Medicare Severity Diagnostic Related Group (a \u201cMS-DRG\u201d). Based on our review and analysis of 2019 market data and 2021 projections for the U.S. and Europe, as obtained from iData Research Inc., we estimate that during 2021 approximately 1.5 million inpatient colonoscopy procedures will be performed in the U.S. and approximately 4.8 million inpatient colonoscopy procedures will be performed worldwide. The Pure-Vu System does not currently have a unique reimbursement code with any private or governmental third-party payors in any country. We began commercialization in the fourth quarter of 2019, with the first commercial placements of our second generation Pure-Vu System as part of our initial U.S. market launch targeting early adopter hospitals. We do not expect to generate significant revenue from product sales until the COVID-19 pandemic has subsided and we expand our commercialization efforts for the Pure-Vu System, which is subject to significant uncertainty.\nFinancial Operations Overview\nWe have generated limited revenues to date from the sale of products. We have never been profitable and have incurred significant net losses each year since our inception, including a loss of $19.3 million for the year ended December 31, 2020, and we expect to continue to incur net operating losses for the foreseeable future. As of December 31, 2020, we had $20.8 million in cash and cash equivalents and an accumulated deficit of $103.7 million. We expect our expenses to increase in connection with our ongoing activities to commercialize and market the Pure-Vu System. Furthermore, we expect to incur additional costs associated with operating as a public company. Accordingly, we will need additional financing to support our continuing operations. We will seek to fund our operations through public or private equity or debt financings or other sources, which may include collaborations with third parties. Adequate additional financing may not be available to us on acceptable terms, or at all. Our failure to raise capital as and when needed would have a negative i", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1686850_2020.htm (CIK: 1686850, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01219", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nNot required for smaller reporting companies.\nITEM 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1544227_2020.htm (CIK: 1544227, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01220", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nYou should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and the related notes appearing at the end of this Annual Report on Form 10-K. Some of the information contained in this discussion and analysis or set forth elsewhere in this Annual Report on Form 10-K, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks and uncertainties. You should read the \u201cRisk Factors\u201d section of this Annual Report on Form 10-K for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.\nUnless otherwise indicated or the context otherwise requires, references to \u201cHorizon\u201d, \u201cwe\u201d, \u201cus\u201d and \u201cour\u201d refer to Horizon Therapeutics plc and its consolidated subsidiaries.\nOUR BUSINESS\nWe are focused on researching, developing and commercializing medicines that address critical needs for people impacted by rare and rheumatic diseases. Our pipeline is purposeful: we apply scientific expertise and courage to bring clinically meaningful therapies to patients. We believe science and compassion must work together to transform lives.\nOn January 21, 2020, the U.S. Food and Drug Administration, or FDA, approved TEPEZZA\u00ae (teprotumumab-trbw), for the treatment of thyroid eye disease, or TED, a serious, progressive and vision-threatening rare autoimmune condition.\nWe have two reportable segments, (i) the orphan segment (previously the orphan and rheumatology segment), our strategic growth business, and (ii) the inflammation segment, and we report net sales and segment operating income for each segment. Effective in the first quarter of 2020, we (i) reorganized our commercial operations and moved responsibility for and reporting of RAYOS\u00ae to the inflammation segment and (ii) renamed the orphan and rheumatology segment the orphan segment. In addition, reporting of historical LODOTRA\u00ae results is included in the inflammation segment. TEPEZZA, which was approved in the first quarter of 2020, is reported as part of the renamed orphan segment.\nAs of December 31, 2020, our medicine portfolio consisted of the following:\nImpact of COVID-19\nSee Item 1 of Part I, Business, of this Annual Report on Form 10-K regarding information about the impact of COVID-19 on our Company, including the short-term disruption to TEPEZZA supply.\nAcquisitions and Divestitures\nSince January 1, 2018, we completed the following acquisitions and divestitures:\n\u2022\nOn October 27, 2020, we sold our rights to develop and commercialize RAVICTI and BUPHENYL in Japan to Medical Need Europe AB, part of the Immedica Group, or Immedica. On December 28, 2018, we sold our rights to RAVICTI and AMMONAPS\u00ae (known as BUPHENYL in the United States and Japan) outside of North America and Japan to Immedica. We have retained the rights to RAVICTI and BUPHENYL in North America.\n\u2022\nOn April 1, 2020, we acquired Curzion Pharmaceuticals, Inc., or Curzion, a privately held development-stage biopharma company, and its development-stage oral selective lysophosphatidic acid 1 receptor (LPAR1) antagonist, CZN001 (renamed HZN-825), for an upfront payment with additional payments contingent on the achievement of development and regulatory milestones.\n\u2022\nOn June 28, 2019, we sold our rights to MIGERGOT to Cosette Pharmaceuticals, Inc., for an upfront payment and potential additional contingent consideration payments, or the MIGERGOT transaction.\n\u2022\nEffective January 1, 2019, we amended our license and supply agreements with Jagotec AG and Skyepharma AG, which are affiliates of Vectura Group plc, or Vectura. Under these amendments, our rights to LODOTRA in Europe were transferred to Vectura.\n\u2022\nO", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1492426_2020.htm (CIK: 1492426, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01221", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\nYou should read this discussion and analysis of our financial condition and consolidated results of operations together with the consolidated financial statements, related notes and other financial information included in this Annual Report on Form 10-K. Some of the information contained in this discussion and analysis or set forth\nelsewhere in this Annual Report on Form 10-K, including statements of our plans, objectives, expectations and intentions, contain forward-looking statements that involve risks and uncertainties. As a result of many factors, including those factors set forth in the \u201cRisk Factors\u201d section of this Annual Report on Form 10-K, our actual results could differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. Please also see the section titled \u201cForward-Looking Statements.\u201d\nOverview\nWe are a clinical-stage specialty biopharmaceutical company focused on changing the field of immunotherapy by developing a novel technology platform called Viaskin. Our therapeutic approach is based on epicutaneous immunotherapy, or EPITTM, our proprietary method of delivering biologically active compounds to the immune system through intact skin using Viaskin. We have generated significant data demonstrating that Viaskin\u2019s mechanism of action is novel and differentiated, as it targets specific antigen-presenting immune cells in the skin, called Langerhans cells, that capture the antigen and migrate to the lymph node in order to activate the immune system without passage of the antigen into the bloodstream, minimizing systemic exposure in the body. We are advancing this unique technology to treat patients, including infants and children, suffering from food allergies, for whom safety is paramount, since the introduction of the offending allergen into their bloodstream can cause severe or life-threatening allergic reactions, such an anaphylactic shock.\nFinancial Overview\nSince our inception, we have primarily funded our operations with equity financings, and, to a lesser extent, public assistance aimed at supporting innovation and payments associated with research tax credits (Cr\u00e9dit d\u2019Imp\u00f4t Recherche). We do not generate product revenue and continue to prepare for the potential launch of our first product in the United States and in the European Union, if approved.\nFollowing receipt of a Complete Response Letter, or CRL, from the U.S. Food and Drug Administration, or FDA, in connection with our Biologics License Application, or BLA, for Viaskin\u2122 Peanut, beginning in August 2020, we scaled down our other clinical programs and pre-clinical spend to focus on Viaskin Peanut. We also initiated a global restructuring plan in June 2020 to provide operational latitude to progress the clinical development and regulatory review of Viaskin\u2122 Peanut in the United States and European Union. Based on guidance received from the FDA in January 2021, that we plan to implement, and expected cost savings from implementation of the global restructuring plan, we expect that our current balance of cash and cash equivalents of $196.4 million as of December 31, 2020 will be sufficient to fund our operations to the second half of 2022.\nWe intend to seek additional capital as we prepare for the launch of Viaskin Peanut, if approved, and continue other research and development efforts. We may seek to finance our future cash needs through a combination of public or private equity or debt financings, collaborations, license and development agreements and other forms of non-dilutive financings. As a result of disruptions to the global financial markets as a result of the ongoing COVID-19 pandemic, we cannot guarantee that we will be able to obtain the necessary financing to meet our needs or to obtain funds at attractive terms and conditions. The ongoing COVID-19 pandemic has alr", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: tax credit, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01222", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.\nWe do not maintain any derivative instruments such as interest rate swap arrangements, hedging contracts, futures contracts or the like.\nConcentration of Credit Risk - We are dependent on a limited number of significant customers. The Company had two significant customers that represented 80% of our revenue for the year ended December 31, 2020. These customers had approximately $436,000 in accounts receivable at December 31, 2020. We had two significant customers that represented 92% of our revenue for the year ended December 31, 2019, and had approximately $2,920,000 in accounts receivable at December 31, 2019.\nDeveloping new products and tools and selling more existing products to additional customers continues to be a strategic initiative which we believe will broaden our customer base, which should have a positive effect on diversifying our concentration of credit risk.\nThe Company had one vendor that represented 13% of our purchases for the year ended December 31, 2020. This vendor had approximately $61,000 in accounts payable at December 31, 2020. We had one significant vendor that represented 12% of our purchases for the year ended December 31, 2019, and had approximately $252,000 in accounts payable at December 31, 2019.\nITEM 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1600422_2020.htm (CIK: 1600422, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01223", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk\nWe are exposed to market risk during the normal course of business from changes in foreign currency exchange rates and interest rates. We manage exposure to these risks through a combination of normal operating and financing activities as well as derivative financial instruments in the form of foreign currency forward exchange contracts. We sometimes use interest rate swap contracts to manage the balance of fixed and floating rate debt.\nForeign Currency Risk\nWe are exposed to foreign currency risks that arise from normal business operations. These risks include the translation of local currency balances of foreign subsidiaries, transaction gains and losses associated with intercompany loans with foreign subsidiaries and transactions denominated in currencies other than a location\u2019s functional currency. Our objective is to minimize our exposure to these risks through a combination of normal operating activities and the use of foreign currency forward exchange contracts. Contracts are usually denominated in currencies of major industrial countries. The fair value of our foreign currency forward exchange contracts is an asset of $14.0 million and a liability of $27.5 million at September 30, 2020. We enter into these contracts with major financial institutions that we believe to be creditworthy.\nWe do not enter into derivative financial instruments for speculative purposes. In 2020 and 2019, the relative strengthening of the U.S. dollar against foreign currencies had an unfavorable impact on our sales and results of operations. While future changes in foreign currency exchange rates are difficult to predict, our sales and profitability may be adversely affected if the U.S. dollar strengthens relative to 2020 levels.\nCertain of our locations have assets and liabilities denominated in currencies other than their functional currencies. We enter into foreign currency forward exchange contracts to offset the transaction gains or losses associated with some of these assets and liabilities. For such assets and liabilities without offsetting foreign currency forward exchange contracts, a 10 percent adverse change in the underlying foreign currency exchange rates would reduce our pre-tax income by approximately $10.1 million.\nWe record all derivatives on the balance sheet at fair value regardless of the purpose for holding them. The use of foreign currency forward exchange contracts allows us to manage transactional exposure to exchange rate fluctuations as the gains or losses incurred on these contracts will offset, in whole or in part, losses or gains on the underlying foreign currency exposure. Derivatives that are not designated as hedges for accounting purposes are adjusted to fair value through earnings. For derivatives that are hedges, depending on the nature of the hedge, changes in fair value are either offset by changes in the fair value of the hedged assets, liabilities or firm commitments through earnings or recognized in other comprehensive loss until the hedged item is recognized in earnings. We recognize the ineffective portion of a derivative\u2019s change in fair value in earnings immediately. There was no impact on earnings due to ineffective hedges in 2020, 2019 or 2018. A hypothetical 10 percent adverse change in underlying foreign currency exchange rates associated with the hedged exposures and related contracts would not be significant to our financial condition or results of operations.\nInterest Rate Risk\nIn addition to existing cash balances and cash provided by normal operating activities, we use a combination of short-term and long-term debt to finance operations. We are exposed to interest rate risk on certain of these debt obligations.\nOur short-term debt as of September 30, 2020, primarily consisted of $23.5 million of interest-bearing loans from Schlumberger to Sensia due September 30, 2021. The potential increase in fair value on such fixed-rate ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1024478_2020.htm (CIK: 1024478, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01224", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7.\nMANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.\nThe following discussion should be read in conjunction with the consolidated financial statements and notes thereto appearing elsewhere in this Annual Report on Form 10-K, or this Annual Report. In this Annual Report, we use the term, the \"Company,\" \"CoreCivic,\" \"we,\" \"us,\" and \"our\" to refer to CoreCivic, Inc. and its subsidiaries unless context indicates otherwise. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including, but not limited to, those described under Item 1A, \"Risk Factors\" and included in other portions of this report.\nOVERVIEW\nWe are a diversified government solutions company with the scale and experience needed to solve tough government challenges in flexible, cost-effective ways. Through three segments, CoreCivic Safety, CoreCivic Community, and CoreCivic Properties, we provide a broad range of solutions to government partners that serve the public good through corrections and detention management, a network of residential reentry centers to help address America's recidivism crisis, and government real estate solutions. We have been a flexible and dependable partner for government for more than 35 years. Our employees are driven by a deep sense of service, high standards of professionalism and a responsibility to help government better the public good.\nAs of December 31, 2020, through our CoreCivic Safety segment, we operated 47 correctional and detention facilities, 42 of which we owned, with a total design capacity of approximately 70,000 beds. Through our CoreCivic Community segment, we owned and operated 27 residential reentry centers with a total design capacity of approximately 5,000 beds. In addition, through our CoreCivic Properties segment, we owned 15 properties for lease to third parties and used by government agencies, totaling 2.7 million square feet. We are the nation's largest owner of partnership correctional, detention, and residential reentry facilities and one of the largest prison operators in the United States. We also believe we are the largest private owner of real estate used by U.S. government agencies. Our size and experience provide us with significant credibility with our current and prospective customers, and enable us to generate economies of scale in purchasing power for food services, health care and other supplies and services we offer to our government partners.\nSee Item 1, \"Business - Overview\" for a description of how we were organized as a real estate investment trust, or REIT, as of December 31, 2020, and our plans to revoke our REIT election and convert to a taxable C Corporation effective January 1, 2021.\nOur Business\nThrough our CoreCivic Safety and CoreCivic Community segments, we are compensated for providing bed capacity and correctional, detention, and residential reentry services at a per diem rate based upon actual or minimum guaranteed occupancy levels. Federal, state, and local governments are constantly under budgetary constraints putting pressure on governments to control correctional budgets, including per diem rates our customers pay to us as well as pressure on appropriations for building new prison capacity.\nThe solutions we provide to our federal customers continue to be a significant component of our business. We believe our ability to provide flexible solutions and fulfill emergent needs of our federal customers would be very difficult and costly to replicate in the public sector.\nIn February 2021, President Biden announced plans to allow certain migrants to pursue asylum in the United States while awaiting their proceedings in immigration courts, reversing a policy of the prior administration, which required these asylum seekers to wait in Mexico during the pendency of their immigratio", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1070985_2020.htm (CIK: 1070985, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01225", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\nSpectrum Brands Holdings, Inc.\nThe following selected historical financial data is derived from SBH\u2019s audited consolidated financial statements as of and for the years ended September 30. The summary has been derived in part from, and should be read in conjunction with, the Consolidated Financial Statements of the Company included elsewhere in this Annual Report. As discussed in Note 1 - Description of Business in the Notes to the Consolidated Financial Statements included elsewhere in this Annual Report, on January 2, 2019, and January 28, 2019, we completed the sales of our GBL and GAC businesses, respectively, to Energizer. As a result, the Company\u2019s assets and liabilities associated with GBL and GAC have been classified as held for sale in the accompanying Consolidated Statement of Financial Position for the fiscal years ended September 30, 2018, 2017, and 2016, and the respective operations have been classified as discontinued operations in the accompanying Consolidated Statements of Income and Statements of Cash Flows for the fiscal years ended September 30, 2020, 2019, 2018, 2017, and 2016. Fidelity & Guaranty Life and Front Street Re (Delaware) Ltd. (collectively \u201cHRG Insurance Operations\u201d) are classified as discontinued operations for the fiscal year ended September 30, 2018, 2017, and 2016. Following the completion of the sale of Compass Production Partners, LP (\u201cCompass\u201d) during the year ended September 30, 2016, HRG no longer held, directly or indirectly, any oil and gas properties and as a result, the results of Compass were presented as discontinued operations for the year ended September 30, 2016.\n(1) For the year ended September 30, 2020, operating income includes recognition of a loss on assets held for sale of $26.8 million associated with the Coevorden Operations divestiture and a $24.2 million write-off from impairment of intangible assets. Interest expense for the year ended September 30, 2020 was $144.5 million and includes a non-cash charge of $1.1 million attributable to the write-off of deferred financing costs associated with the debt repayment of 6.625% Notes. The Company recognized a gain from the extinguishment of the Salus CLO debt of $76.2 million, consisting of $77.0 million for the carrying value of the outstanding debt upon discharge, and $0.8 million for the unamortized discount and debt issuance costs. Income tax expense includes a non-cash expense of $9.9 million for creation of valuation allowance on net deferred tax assets, and a non-cash tax expense of $7.2 million for an increase in state deferred tax rates.\n(2) For the year ended September 30, 2019, operating income includes an impairment of indefinite lived intangible assets of $35.4 million and impairment of goodwill of $116.0 million. Interest expense includes $55.4 million related to refinancing and repayment of debt; including $26.4 million of cash charges and fees, and $29.0 million of non-cash charges for write-off and acceleration of debt issuance costs and discounts. Income tax expense includes a non-cash benefit of $29.9 million for release of valuation allowance on net deferred tax assets, a non-cash tax expense of $95.9 million for the use of federal net operating losses from the issuance of new tax regulations, and a $48.0 million income tax benefit adjustment to the deemed mandatory repatriation liability.\n(3) For the year ended September 30, 2018, operating income includes an impairment of indefinite lived intangible assets of $20.3 million. Income tax expense includes a non-cash benefit of $166.7 million for restatement of deferred tax assets and liabilities, a non-cash benefit of $365.3 million for release of valuation allowance on net deferred tax assets and a provisional $73.1 million of income tax expenses for a one-time deemed mandatory repatriation attributable to the Tax Reform Act.\n(4) For the year ended September 30, 2017, the operating results include the PetMatrix operations si", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax expense, deferred tax, tax rate. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01226", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nConsolidated Statements of Income\nUniFirst Corporation and Subsidiaries\n(1)\nExclusive of depreciation on the Company\u2019s property, plant and equipment and amortization of its intangible assets.\nThe accompanying notes are an integral part of these Consolidated Financial Statements.\nConsolidated Statements of Comprehensive Income\nUniFirst Corporation and Subsidiaries\nThe accompanying notes are an integral part of these Consolidated Financial Statements.\nConsolidated Balance Sheets\nUniFirst Corporation and Subsidiaries\nThe accompanying notes are an integral part of these Consolidated Financial Statements.\nConsolidated Statements of Shareholders\u2019 Equity\nUniFirst Corporation and Subsidiaries\n(1)\nThese amounts are shown net of the effect of income taxes.\n(2)\nThese amounts are shown net of any shares withheld by the Company to satisfy certain tax withholdings obligations in connection with the vesting of certain shares of restricted stock.\nThe accompanying notes are an integral part of these Consolidated Financial Statements.\nConsolidated Statements of Cash Flows\nUniFirst Corporation and Subsidiaries\nThe accompanying notes are an integral part of these Consolidated Financial Statements.\nNotes to Consolidated Financial Statements\nUniFirst Corporation and Subsidiaries\n1. Summary of Significant Accounting Policies\nBusiness Description\nUniFirst Corporation (the \u201cCompany\u201d) is one of the largest providers of workplace uniforms and protective clothing in the United States. The Company designs, manufactures, personalizes, rents, cleans, delivers, and sells a wide range of uniforms and protective clothing, including shirts, pants, jackets, coveralls, lab coats, smocks, aprons and specialized protective wear, such as flame resistant and high visibility garments. The Company also rents and sells industrial wiping products, floor mats, facility service products and other non-garment items, and provides restroom and cleaning supplies and first aid cabinet services and other safety supplies as well as provide certain safety training, to a variety of manufacturers, retailers and service companies.\nThe Company serves businesses of all sizes in numerous industry categories. Typical customers include automobile service centers and dealers, delivery services, food and general merchandise retailers, food processors and service operations, light manufacturers, maintenance facilities, restaurants, service companies, soft and durable goods wholesalers, transportation companies, healthcare providers, and others who require employee clothing for image, identification, protection or utility purposes. The Company also provides its customers with restroom and cleaning supplies, including air fresheners, paper products, gloves, masks, hand soaps and sanitizers.\nAt certain specialized facilities, the Company decontaminates and cleans work clothes and other items that may have been exposed to radioactive materials and services special cleanroom protective wear. Typical customers for these specialized services include government agencies, research and development laboratories, high technology companies and utility providers operating nuclear reactors.\nAs discussed and described in Note 15, \u201cSegment Reporting\u201d, to these Consolidated Financial Statements, the Company has five reporting segments: U.S. and Canadian Rental and Cleaning, Manufacturing (\u201cMFG\u201d), Specialty Garments Rental and Cleaning (\u201cSpecialty Garments\u201d), First Aid and Corporate. The operations of the U.S. and Canadian Rental and Cleaning reporting segment are referred to by the Company as its \u201cindustrial laundry operations\u201d and the locations related to this reporting segment are referred to as \u201cindustrial laundries\u201d. The Company refers to its U.S. and Canadian Rental and Cleaning, MFG, and Corporate segments combined as its \u201cCore Laundry Operations\u201d.\nIn December 2019, a novel strain of coronavirus (COVID-19) was reported to have surfaced in Wuhan, China,", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01227", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A.\nQUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nWe experience various market risks, including changes in interest rates and fuel prices. We do not enter into derivatives or other financial instruments for trading or speculative purposes, or when there are no underlying related exposures. Because our operations are mostly confined to the United States, we are not subject to a material amount of foreign currency risk.\nCOMMODITY PRICE RISK\nWe engage in activities that expose us to market risks, including the effects of changes in fuel prices and in interest rates. Financial exposures are evaluated as an integral part of our risk management program, which seeks, from time-to-time, to reduce the potentially adverse effects that the volatility of fuel markets and interest rate risk may have on operating results.\nIn an effort to seek to reduce the variability of the ultimate cash flows associated with fluctuations in diesel fuel prices, we have periodically entered into various derivative instruments, including forward futures swap contracts. We have historically entered into hedging contracts with respect to ULSD. Under these contracts, we paid a fixed rate per gallon of ULSD and received the monthly average price of Gulf Coast ULSD. The retrospective and prospective regression analyses provided that changes in the prices of diesel fuel and ULSD were deemed to be highly effective based on the relevant authoritative guidance. As of December 31, 2020, we have $0.2 million of remaining fuel hedge contracts classified as other assets in our consolidated balance sheet. We do not engage in speculative transactions, nor do we hold or issue financial instruments for trading purposes.\nA one dollar increase in the price of diesel per gallon would decrease our net income by $5.8 million. This sensitivity analysis considers that we expect to purchase approximately 42.3 million gallons of diesel annually, with an assumed fuel surcharge recovery rate of 80.5% of the cost (which was our fuel surcharge recovery rate during the year ended December 31, 2020).\nINTEREST RATE RISK\nIn August 2015, we entered into an interest rate swap agreement with a notional amount of $28.0 million, which was designated as a hedge against the variability in future interest payments due on the debt associated with the purchase of our corporate headquarters. The terms of the swap agreement effectively convert the variable rate interest payments on this note to a fixed rate of 4.2% through maturity on August 1, 2035. In 2016, we also entered into several interest rate swaps, which were designated to hedge against the variability in future interest rate payments due on rent associated with the purchase of certain trailers. Because the critical terms of the swap and hedged item coincide, in accordance with the requirements of ASC 815, the change in the fair value of the derivative is expected to exactly offset changes in the expected cash flows due to fluctuations in the LIBOR rate over the term of the debt instrument, and therefore no ongoing assessment of effectiveness is required. For the years ended December 31, 2020 and 2019, the fair value of the swap agreements, amounts reclassified from accumulated other comprehensive loss into our results of operations, and amounts expected to be reclassified from accumulated other comprehensive loss into our results of operations during the next twelve months due to interest rate changes, are immaterial. The amounts actually realized will depend on the fair values as of the date of settlement.\nOur market risk is also affected by changes in interest rates. Historically, we have used a combination of fixed-rate and variable-rate obligations to manage our interest rate exposure. Fixed-rate obligations expose us to the risk that interest rates might fall. Variable-rate obligations expose us to the risk that interest rates might rise. Of our total $110.4 million of debt including operating and finance leases, we had", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 928658_2020.htm (CIK: 928658, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01228", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nThe information required by Item 402 of Regulation S-K is contained under \u201cExecutive Compensation\u201d in the 2021 Proxy Statement and is incorporated by reference.\nThe information required by Regulation S-K Item 407(e)(4), \u201cCompensation Committee Interlocks and Insider Participation,\u201d and Item 407(e)(5), \u201cCompensation Committee Report,\u201d is not required because the Company is a smaller reporting company.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 71557_2020.htm (CIK: 71557, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01229", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nWe have not entered into, and do not expect to enter into, financial instruments for trading or hedging purposes.\nITEM 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1061164_2020.htm (CIK: 1061164, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01230", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A.\nRISK FACTORS\nForward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions that we believe are reasonable regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. All statements, other than statements of historical information, should be deemed to be forward-looking statements. The words \u201cmay,\u201d \u201cwill,\u201d \u201cestimate,\u201d \u201cbelieve,\u201d \u201cexpect,\u201d \u201canticipate,\u201d \u201cplan,\u201d \u201cintend,\u201d \u201cforesee,\u201d \u201cshould,\u201d \u201cwould,\u201d \u201ccould\u201d or other similar expressions are intended to identify forward-looking statements, which are generally not historical in nature. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements.\nImportant factors that could cause actual results to differ materially from our expectations include, but are not limited to, the risks set forth below. The risks described below are those that we have identified as material and is not an exhaustive list of all the risks we face. There may be others that we have not identified or that we have deemed to be immaterial. All forward-looking statements made by us or on our behalf are qualified by the risks described below. If any events occur that give rise to the following risks, our business, financial condition or results of operations could be materially and adversely impacted. These risk factors, some of which are beyond our control or not readily predictable, should be read in conjunction with other information set forth in this Annual Report, including our consolidated financial statements and the related notes. Investors are cautioned not to put undue reliance on our forward-looking statements.\nRISKS RELATED TO OUR INDEBTEDNESS\nOur level of indebtedness could adversely affect our financial condition and prevent us from fulfilling our debt obligations.\nAs of December 31, 2020, we had $345.2 million of total debt (not including original issue discounts, debt issuance costs, and capital lease obligations), consisting of $344.8 million of the Senior Secured Notes and $0.4 million of financed vehicles and insurance. Our indebtedness requires significant interest and principal payments. Since January 1, 2020, we have redeemed an aggregate of $60.0 million of principal on the Senior Secured Notes with net proceeds from divestitures, and we anticipate using 80% of the net proceeds from the Clearstone Sale to redeem additional portions of the outstanding Senior Secured Notes. Under the Indenture, we are obligated to pay a 2.0% premium for future redemptions of the principal of the Senior Secured Notes with divestiture proceeds. We have the right to pay quarterly interest at a fixed rate of 7.50% per annum in cash plus a fixed rate of 4.00% per annum payable in kind through January 30, 2022. The Senior Secured Notes will require cash interest payments at 9.875% for all interest periods after January 30, 2022.\nOur level of indebtedness could have important consequences to us, including:\n\u2022\ncontinuing to require us to dedicate a substantial portion of our cash flow from operations to the payment of the principal of and interest on our indebtedness, thereby reducing the funds available for operations and any future business opportunities;\n\u2022\nlimiting flexibility in planning for, or reacting to, changes in our business or the industry in which we operate;\n\u2022\nplacing us at a competitive disadvantage compared to our competitors that have less indebtedness;\n\u2022\nincreasing our vulnerability to adverse general economic or industry conditions; and\n\u2022\nlimiting our ability to obtain additional financing to fund working capital, capital ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1753886_2020.htm (CIK: 1753886, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01231", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nYou should carefully consider the risks described below, as well as general economic and business risks and the other information in this Annual Report on Form 10-K. The occurrence of any of the following risks could have a material adverse effect on our business, financial condition, results of operations and future growth prospects or cause our actual results to differ materially from those contained in forward-looking statements we have made in this report and those we may make from time to time. In these circumstances, the market price of our common stock could decline, and you may lose all or part of your investment. We cannot assure you that any of the events discussed below will not occur. Such risks may be amplified by the COVID-19 pandemic and its potential impact on our business and the global economy.\nRisks Related to Our Proposed Merger and Retention of Key Employees\nOur merger with Tempest may not be consummated or may not deliver the anticipated benefits we expect.\nIn 2020, we undertook a strategic review process, which was intended to result in an actionable plan that leverages our assets, capital and capabilities to maximize stockholder value. Following an extensive process of evaluating strategic alternatives and identifying and reviewing potential candidates for a strategic acquisition or other transaction, on March 29, 2021, we entered into a merger agreement with Tempest Therapeutics, Inc. (\u201cTempest\u201d), under which the privately held Tempest will merge with a wholly owned subsidiary of Millendo (the \u201cMerger\u201d). Pre-Merger Millendo shareholders will own approximately 18.5% of the combined company and pre-Merger Tempest stockholders will own approximately 81.5% of the combined company (assuming the financing transaction described in the Merger Agreement results in gross proceeds of approximately $30 million). We are devoting substantially all of our time and resources to consummating this transaction, however, there can be no assurance that such activities will result in the consummation of this transaction or that such transaction will deliver the anticipated benefits or enhance stockholder value.\nCertain provisions of the Merger Agreement may discourage third-parties from submitting alternative acquisition proposals, including proposals that may be superior to the arrangements contemplated by the Merger Agreement.\nThe terms of the Merger Agreement prohibit each party from soliciting or engaging in discussions with third parties regarding alternative acquisition proposals, except in limited circumstances when such party\u2019s board of directors determines in good faith that an unsolicited acquisition proposal constitutes or could reasonably be expected to lead to a superior proposal and that failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable law. In addition, if the Merger Agreement is terminated by us or Tempest under certain circumstances, including because of a decision of our board of directors to accept a superior proposal, we would be required to pay Tempest a termination fee of $1.4 million or reimburse Tempest's expenses up to a maximum of $1.0 million. This termination fee may discourage third parties from submitting alternative takeover proposals to us or our stockholders, and may cause our board of directors to be less inclined to recommend an alternative proposal.\nThe announcement and pendency of the Merger, whether or not consummated, may adversely affect the trading price of our common stock and our business prospects.\nThe announcement and pendency of the Merger, whether or not consummated, may adversely affect the trading price of our common stock and our business prospects. In the event that the Merger is not completed, the announcement of the termination of the Merger Agreement may also adversely affect the trading price of our common stock and our business prospects.\nFailure to consummate the Merger may resu", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1544227_2020.htm (CIK: 1544227, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01232", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nThe information set forth in Item 1A should be read in conjunction with the rest of the information in this report, including Item 7, \"Management\u2019s Narrative Analysis of Results of Operations\", and Item 8, \"Financial Statements and Supplementary Data\".\nLegal and Regulatory Risks.\nThe Company\u2019s success depends on its ability to continue to comply with the significant federal, state, and local governmental regulations to which it is subject.\nThe Company is subject to a significant amount of governmental laws and regulations with respect to its rates and practices, taxes, railroad operations, and a variety of health, safety, labor, environmental, and other matters. Failure to comply with applicable laws and regulations could have a material adverse effect on the Company. Governments may change the legislative and/or regulatory framework within which the Company operates without providing the Company with any recourse for any adverse effects that the change may have on its business. Complying with legislative and regulatory changes may pose significant operating and implementation risks and require significant capital expenditures.\nChanges in government policy could negatively impact demand for the Company\u2019s services, impair its ability to price its services, or increase its costs or liability exposure.\nChanges in United States and foreign government policies could change the economic environment and affect demand for the Company\u2019s services. For example, changes in clean air laws, regulation of greenhouse gas emissions, permitting, or other regulatory requirements could reduce the demand for coal and other fossil fuels, or other products and revenues from the transportation services provided by BNSF Railway. Also, changes in environmental laws and other laws and regulations could reduce the demand for drilling products and products produced by drilling. United States and foreign government tariffs or subsidies could affect the demand for products the Company hauls. Developments and changes in laws and regulations as well as increased economic regulation of the rail industry through legislative action and revised rules and standards applied by the U.S. Surface Transportation Board (STB) in various areas, including rates, services, and access to facilities could adversely impact the Company\u2019s ability to determine prices for rail services and significantly affect the revenues, costs, and profitability of the Company\u2019s business. Additionally, because of the significant costs to maintain its rail network, a reduction in profitability could hinder the Company\u2019s ability to maintain, improve, or expand its rail network, facilities and equipment. Federal or state spending on infrastructure improvements or incentives that favor other modes of transportation could also adversely affect the Company\u2019s revenues. Changes in tax rates, enactment of new tax laws and amendments to existing tax regulations could have a material adverse impact on the Company\u2019s operating results, financial condition, or liquidity.\nThe Company is subject to stringent environmental laws and regulations, which may impose significant costs on its business operations.\nThe Company\u2019s operations are subject to extensive federal, state, and local environmental laws and regulations concerning, among other things, emissions to the air; discharges to the ground or waters; the generation, handling, storage, transportation, and disposal of waste and hazardous materials; and the cleanup of hazardous material or petroleum releases. Many land holdings are and have been used for industrial or transportation-related purposes or leased to commercial or industrial companies whose activities may have resulted in discharges onto the property. Environmental liability can extend to previously owned or operated properties, leased properties, and properties owned by third parties, as well as to properties currently owned and used by the Company\u2019s subsidiaries. Environmenta", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: tax rate, tax law. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01233", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\nThe following summary data is based in part on the consolidated financial statements and accompanying notes, and other schedules appearing elsewhere in this Form 10-K. Historical data is also based in part on, and should be read in conjunction with, prior filings with the SEC.\n(1)Earning assets includes non-accruing loans and interest-bearing deposits with other banks. Securities are valued at amortized cost.\n(2)Net revenue is defined as net interest income plus non-interest income.\n(3)In December 2017, the Tax Cuts and Jobs Act of 2017 was enacted, and the Company recognized a $4.0 million write-down of its deferred tax assets and liabilities upon revaluation using the lower federal corporate income tax rate of 21.0%\n(4)All performance ratios are based on average balance sheet amounts, where applicable.\n(5)Fully taxable equivalent considers the impact of tax advantaged securities and loans.\n(6)Generally accepted accounting principles require that loans acquired in a business combination be recorded at fair value, whereas loans from business activities are recorded at cost. The fair value of loans acquired in a business combination includes expected loan losses, and there is no loan loss allowance recorded for these loans at the time of acquisition. Accordingly, the ratio of the loan loss allowance to total loans is reduced as a result of the existence of such loans, and this measure is not directly comparable to prior periods. Similarly, net loan charge-offs are normally reduced for loans acquired in a business combination since these loans are recorded net of expected loan losses. Therefore, the ratio of net loan charge-offs to average loans is reduced as a result of the existence of such loans, and this measure is not directly comparable to prior periods. Other institutions may have loans acquired in a business combination, and therefore there may be no direct comparability of these ratios between and among other institutions.\nAVERAGE BALANCES AND AVERAGE YIELDS/RATES\nThe following table presents average balances and average rates and yields on a fully taxable equivalent basis for the periods included:\n(1)The average balances of loans include non-accrual loans and unamortized deferred fees and costs.\n(2)The average balance for securities is based on amortized cost.\n(3)Fully taxable equivalent considers the impact of tax-advantaged securities and loans.\n(4)Income from interest-bearing deposits with other banks has been separated from securities and restated for prior periods to conform to the current period presentation.\n(5)Core net interest margin excludes Paycheck Protection Program loans.\nRATE/VOLUME ANALYSIS\nThe following table presents the effects of rate and volume changes on the fully taxable equivalent net interest income. Tax exempt interest revenue is shown on a tax-equivalent basis for proper comparison. For each category of interest- earning assets and interest-bearing liabilities, information is provided with respect to changes attributable to (1) changes in rate (change in rate multiplied by prior year volume), (2) changes in volume (change in volume multiplied by prior year rate), and (3) changes in volume/rate (change in rate multiplied by change in volume) have been allocated proportionately based on the absolute value of the change due to the rate and the change due to volume.\nNON-GAAP FINANCIAL MEASURES\nThis document contains certain non-GAAP financial measures in addition to results presented in accordance with accounting principles generally accepted in the United States of America (\"GAAP\"). These non-GAAP measures are intended to provide the reader with additional supplemental perspectives on operating results, performance trends, and financial condition. Non-GAAP financial measures are not a substitute for GAAP measures; they should be read and used in conjunction with the Company\u2019s GAAP financial information. A reconciliation of non-GAAP financial measures to GAAP measu", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, deferred tax, tax rate. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01234", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nCNA Financial Corporation\nConsolidated Statements of Operations\nThe accompanying Notes are an integral part of these Consolidated Financial Statements.\nCNA Financial Corporation\nConsolidated Statements of Comprehensive Income (Loss)\nThe accompanying Notes are an integral part of these Consolidated Financial Statements.\nCNA Financial Corporation\nConsolidated Balance Sheets\nThe accompanying Notes are an integral part of these Consolidated Financial Statements.\nCNA Financial Corporation\nConsolidated Statements of Cash Flows\nThe accompanying Notes are an integral part of these Consolidated Financial Statements.\nCNA Financial Corporation\nConsolidated Statements of Stockholders' Equity\nThe accompanying Notes are an integral part of these Consolidated Financial Statements.\nCNA Financial Corporation\nNotes to Consolidated Financial Statements\nNote A. Summary of Significant Accounting Policies\nBasis of Presentation\nThe Consolidated Financial Statements include the accounts of CNA Financial Corporation (CNAF) and its subsidiaries. Collectively, CNAF and its subsidiaries are referred to as CNA or the Company. Loews Corporation (Loews) owned approximately 89.6% of the outstanding common stock of CNAF as of December 31, 2020.\nThe accompanying Consolidated Financial Statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP). Intercompany amounts have been eliminated. The preparation of Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates.\nRecently Adopted Accounting Standards Updates (ASU)\nASU 2016-13: In June 2016 the Financial Accounting Standards Board (FASB) issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The updated accounting guidance requires changes to the recognition of credit losses on financial instruments not accounted for at fair value through the Company\u2019s results of operations. For financial assets measured at cost, the expected credit loss model requires immediate recognition of estimated credit losses over the life of the asset and presentation of the asset at the net amount expected to be collected. This new guidance applies to mortgage loan investments, reinsurance and insurance receivables and other financing receivables. For available-for-sale fixed maturity securities carried at fair value, estimated credit losses will continue to be measured at the present value of expected cash flows, however, the other than temporary impairment (OTTI) concept has been eliminated. Under the previous guidance, estimated credit impairments resulted in a write-down of amortized cost. Under the new guidance, estimated credit losses are recognized through an allowance and reversals of the allowance are permitted if the estimate of credit losses declines. For available-for-sale fixed maturity securities where the Company has an intent to sell, impairment will continue to result in a write-down of amortized cost.\nOn January 1, 2020, the Company adopted the updated guidance using a modified retrospective method with a cumulative effect adjustment recorded to beginning Retained earnings. Prior period amounts have not been adjusted and continue to be reported in accordance with the previous accounting guidance. A prospective transition approach is required for available-for-sale fixed maturity securities that were purchased with credit deterioration (PCD assets) or have recognized an OTTI write-down prior to the effective date. The cumulative effect of the accounting change resulted in a $5 million d", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 21175_2020.htm (CIK: 21175, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01235", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7.MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nThe following discussion and analysis of the Company\u2019s financial condition and results of operations should be read in conjunction with our audited consolidated financial statements and the notes related thereto which are included in \u201cItem 8. Financial Statements and Supplementary Data\u201d of this Annual Report on Form 10-K. Certain information contained in the discussion and analysis set forth below includes forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth under \u201cSpecial Note Regarding Forward-Looking Statements,\u201d \u201cItem 1A. Risk Factors\u201d and elsewhere in this Annual Report on Form 10-K.\nOverview\nWe are a blank check company incorporated as a Delaware Corporation on May 24, 2019 and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar Business Combination with one or more businesses. We intend to complete our initial Business Combination using cash from the proceeds of this offering and the private placements of the Private Placement Warrant s, our capital stock, debt or a combination of cash, stock and debt.\nWe expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to raise capital or to complete our initial Business Combination will be successful.\nMerger Agreement\nOn December 14, 2020, we entered into an Agreement and Plan of Merger (the \u201cMerger Agreement\u201d) by and among the Company, Merger Sub and Blade, relating to a proposed business combination transaction between the Company and Blade. Merger Sub will merge with and into Blade with Blade continuing as the surviving entity (the \u201cMerger\u201d).\nPursuant to the terms of the Merger Agreement, at the effective time of the Merger:\n(a)each outstanding share of Blade common stock (the \u201cBlade Common Stock\u201d) (as of immediately prior to the closing of the Merger (the \u201cClosing\u201d)) that is outstanding as of immediately prior to the effective time of the Merger will be cancelled and converted into the right to receive a number of newly issued shares of our Class A common stock (the \u201cCompany Common Stock\u201d), at the reference price of $10.00 (the \u201cReference Price\u201d) per Company Common Stock, equal to the quotient of (i) (A) the sum of $356,250,000 plus the aggregate exercise prices of all in the money Blade Options (as defined below) outstanding as of immediately prior to the effective time of the Merger divided by (B) the fully-diluted common stock of Blade (as calculated pursuant to the Merger Agreement and including the aggregate number of shares of Blade Common Stock issuable upon the conversion of Blade Preferred Stock (as defined below) and the aggregate number of Blade Common Stock issuable upon the exercise of the in the money Blade Options (as defined below)) divided by (ii) the Reference Price (the \u201cClosing Per Share Stock Consideration\u201d);\n(b)each outstanding share of Blade Series Seed preferred stock, Blade Series A preferred stock and Blade Series B preferred stock (collectively, the \u201cBlade Preferred Stock,\u201d and together with the Blade Common Stock, the \u201cBlade Stock\u201d)) that is outstanding as of immediately prior to the effective time of the Merger will be cancelled and converted into the right to receive a number of newly issued shares of Company Common Stock equal to the Closing Per Share Stock Consideration multiplied by the number of shares of Blade Common Stock issuable upon the conversion of such share of Blade Preferred Stock; and\n(c)each option to acquire Blade Common Stock (the \u201cBlade Option\u201d) that is outstanding immediately prior to the effective time of the Merger, whether vested or unvested, will be cancelled and automatically converted into an option to purchase a number of shares of Company Common Stock equ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1779128_2020.htm (CIK: 1779128, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01236", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7.MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nOVERVIEW\nWe are a leader in precision test and measurement products, Schmitt\u2019s family of products helps customers save money, increase production efficiency and improve product quality across a variety of industries. The Company\u2019s family of products includes Acuity and Xact and serves a variety of industries. Schmitt trades on the NASDAQ under the ticker \u201cSMIT\u201d.\nAs described in Note 10, the Company sold the Schmitt Dynamic Balance Systems (\u201cSBS\u201d) business line on November 22, 2019. After the sale of the SBS business, based on the types of products and services sold, and an analysis of how the Company reviews and manages its operations, the Company determined that it operates as one segment: Measurement Segment.\nRECENT DEVELOPMENTS\nStrategic Highlights\nThe Company entered into an agreement to sell the Schmitt Dynamic Balance Systems (\u201cSBS\u201d) business line to Tosei Engineering Corp. and Tosei America, Inc. for a purchase price of $10,500,000 in cash (the \u201cSBS Transaction\u201d). The transaction closed on November 22, 2019 and included certain assets held by the U.S. parent company and all the outstanding stock of the UK subsidiary, Schmitt Europe Limited. As a result, the financial position, results of operations, and cash flows relating to our SBS business line are reported as discontinued operations in the accompanying financial statements.\nFurther, in Q1 of Fiscal year 2020, we announced that the Board of Directors adopted a stockholder rights plan in an effort to protect its net operating loss carryforwards (\u201cNOLs\u201d) under Section 382 of the Internal Revenue Code. Schmitt had federal and state NOLs of approximately $5.6 million and $6.1 million, respectively, which could be used in certain circumstances to offset Schmitt\u2019s future taxable income or otherwise payable taxes and therefore reduce its federal and state income tax liabilities, as of May 31, 2019. Our ability to use the NOLs would be limited in the event of an \u201cownership change\u201d under Section 382 of the Internal Revenue Code and related U.S. Treasury regulations. The stockholder rights plan is intended to reduce the likelihood of an unintended ownership change occurring through the buying of Schmitt common stock and was not meant to be an anti-takeover measure.\nAs disclosed in \u201cItem 1. Business-Recent Developments\u201d, the Company acquired the Ample Hills ice cream business as of July 9, 2020. Following the Transaction, Ample Hills has begun reopening retail locations, rehiring Ample Hills team members, and reopening the Red Hook ice cream factory in Brooklyn, New York. As the Transaction occurred after May 31, 2020, the results of Ample Hills are not reflected in the Company\u2019s results but are anticipated to be a significant component of the Company\u2019s results in subsequent periods.\nKey Leadership Changes\nOn June 26, 2019, we announced the appointment of Steven Strom as the fifth member of the Company\u2019s Board, effective June 21, 2019. Steven Strom is an \u201cindependent director\u201d according to the rules of the Securities and Exchange Commission and the NASDAQ and his appointment created a majority of independent directors on the Board in compliance with NASDAQ requirements. Mr. Strom is the founder of Odinbrook Global Advisors and has more than thirty years of experience advising companies in the US, Canada, Latin America, Europe and Asia.\nOn August 1, 2019, we announced the appointment of Michael R. Zapata as President and Chief Executive Officer, effective July 30, 2019.\nOn January 15, 2020, Jamie Schmidt was appointed Chief Financial Officer of the Company.\nRESULTS OF OPERATIONS\nFiscal Year Ended May 31, 2020 Compared to Fiscal Year Ended May 31, 2019\nConsolidated Revenue - Consolidated revenue decreased $539,518, or 11.4%, to $4,189,924 in the Fiscal year ended May 31, 2020 (\u201cFiscal 2020\u201d) from $4,729,442 in the Fiscal year ended May 31, 2019 (\u201cFiscal 2019\u201d).\nRevenue by product line for", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, internal revenue. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01237", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk.\nOn October 23, 2020, and December 1, 2020, the net proceeds of the initial public offering and over-allotment, respectively, included in the trust account, were invested in cash and may be invested in U.S. government securities with a maturity of 185 days or less or in money market funds that meet certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended, that invest only in direct U.S. government treasury obligations. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.\nWe have not engaged in any hedging activities since our inception and we do not expect to engage in any hedging activities with respect to the market risk to which we are exposed.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1823776_2020.htm (CIK: 1823776, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01238", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. Selected Financial Data\nUnder SEC rules and regulations, as a smaller reporting company, we are not required to provide the information otherwise required by this item.\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 748592_2020.htm (CIK: 748592, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01239", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\nRefer to the information set forth under the caption \u201cHistorical Financial Summary\u201d included in Part IV, Item 15 of this report.\n(Dollars in Millions Except Per Share Amounts)\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 21665_2020.htm (CIK: 21665, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01240", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nThe following discussion should be read in conjunction with our audited consolidated financial statements and related notes and other financial information appearing elsewhere in this Annual Report on Form 10-K. In addition to historical information, the following discussion and other parts of this Annual Report on Form 10-K contain forward-looking information that involves risks and uncertainties.\nPlease see \u201cRisk Factors\u201d and \u201cSpecial Note Regarding Forward-Looking Statements\u201d for a discussion of the uncertainties, risks and assumptions associated with these statements.\nOverview\nMonroe Capital Income Plus Corporation is an externally managed, closed-end, non-diversified management investment company that was incorporated under the Maryland General Corporation Law on May 30, 2018. On January 14, 2019, we elected to be regulated as a business development company (\u201cBDC\u201d) under the Investment Company Act of 1940, as amended (the \u201c1940 Act\u201d). In addition, for U.S. federal income tax purposes we have elected to be treated as a regulated investment company (\u201cRIC\u201d) under the U.S. Internal Revenue Code of 1986, as amended (the \u201cCode\u201d), commencing with our taxable year ended December 31, 2019. We currently qualify and intend to qualify annually to be treated as a RIC for U.S. federal income tax purposes.\nAs an emerging growth company, we intend to take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the \u201cSecurities Act\u201d) for complying with new or revised accounting standards.\nWe are a specialty finance company that is focused on providing financing solutions primarily to lower middle-market companies in the United States and Canada. We seek to provide investors with attractive risk-adjusted returns and downside protection associated with investing in asset based and secured corporate private credit opportunities in a manner that is decoupled from public markets\u2019 volatility. We seek to provide attractive risk-adjusted returns and downside protection by investing primarily in secured private credit transactions and assets, targeting investments that have significant downside protection through a focus on asset coverage. We expect to invest primarily in: (i) senior secured and junior secured and unsecured loans, notes, bonds, preferred equity (including preferred partnership equity), convertible debt and other securities; (ii) unitranche secured loans (a combination of senior secured and junior secured debt in the same facility in which we syndicate a \u201cfirst out\u201d portion of the loan to an investor and retain a \u201clast out\u201d portion of the loan) and securities; (iii) asset-based loans and securities; (iv) small business loans and leases; (v) structured debt and structured equity; (vi) syndicated loans; (vii) securitized debt and subordinated notes of collateralized loan obligations facilities, asset-backed securities and other securitized products and warehouse loan facilities; (viii) opportunities to acquire illiquid investments from other third-party funds as a result of liquidity constraints resulting from investor redemptions and market dislocations; and (ix) capital investments in the secondary markets. As of December 31, 2020, our portfolio included approximately 92.9% senior secured loans, 3.0% unitranche secured loans, 2.3% junior secured loans and 1.8% equity securities, compared to December 31, 2019, when our portfolio included approximately 98.5% senior secured loans, 1.0% unitranche secured loans and 0.5% equity securities. We expect that the companies in which we invest may be leveraged, often as a result of leveraged buy-outs or other recapitalization transactions, and, in certain cases, will not be rated by national ratings agencies. If such companies were rated, we believe that they would typically receive a rating below investment grade (between BB and CCC under t", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, irs, internal revenue. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01241", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nThe consolidated financial statements, together with the report thereon of PricewaterhouseCoopers LLP dated February 26, 2021, appearing on pages 37 through 69 of the 2020 Annual Report to Stockholders, along with the Supplementary Data (Unaudited Summary of Quarterly Results) appearing on pages 70-71, are incorporated herein by reference.\nItem 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 19584_2020.htm (CIK: 19584, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01242", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data.\nThe following selected consolidated statements of operations data for the years ended December 31, 2020, 2019 and 2018, and the selected consolidated balance sheet data as of December 31, 2020 and 2019 are derived from our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K. The selected consolidated financial data should be read together with \"Management's Discussion and Analysis of Financial Condition and Results of Operations,\" our consolidated financial statements, related notes, and other financial information included elsewhere in this Annual Report on Form 10-K. Our historical results are not necessarily indicative of our results to be expected in any future period. All amounts are in thousands, except per share data.\n(1)\nIncludes stock-based compensation expense as follows:\nNon-GAAP financial measures\nTo supplement our financial statements presented in accordance with GAAP and to provide investors with additional information regarding our financial results, we have presented in this Annual Report on Form 10-K adjusted EBITDA, a non-GAAP financial measure. Adjusted EBITDA is not based on any standardized methodology prescribed by GAAP and is not necessarily comparable to similarly titled measures presented by other companies.\nWe define adjusted EBITDA as our net loss, excluding the impact of stock-based compensation expense, depreciation and amortization expense, interest income, interest expense, change in fair value of financial instruments, and our provision for income taxes. The most directly comparable GAAP measure is net loss. We monitor and have presented in this Annual Report on Form 10-K adjusted EBITDA because it is a key measure used by our management and board of directors to understand and evaluate our operating performance, to establish budgets, and to develop operational goals for managing our business. In particular, we believe excluding the impact of these expenses in calculating adjusted EBITDA can provide a useful measure for period-to-period comparisons of our core operating performance. We believe adjusted EBITDA helps identify underlying trends in our business that could otherwise be masked by the effect of the expenses that we include in net\nloss. Accordingly, we believe adjusted EBITDA provides useful information to investors, analysts, and others in understanding and evaluating our operating results, enhancing the overall understanding of our past performance and future prospects.\nAdjusted EBITDA is not prepared in accordance with GAAP and should not be considered in isolation of, or as an alternative to, measures prepared in accordance with GAAP. There are a number of limitations related to the use of adjusted EBITDA rather than net loss, which is the most directly comparable financial measure calculated and presented in accordance with GAAP. Some of these limitations are:\n\u2022\nadjusted EBITDA excludes stock-based compensation expense and payroll tax associated with stock-based compensation expense as it has recently been, and will continue to be for the foreseeable future, a significant recurring non-cash expense for our business;\n\u2022\nadjusted EBITDA excludes depreciation and amortization expense and, although this is a non-cash expense, the assets being depreciated and amortized may have to be replaced in the future;\n\u2022\nadjusted EBITDA does not reflect the cash requirements necessary to service interest on our debt which affects the cash available to us;\n\u2022\nadjusted EBITDA does not reflect the monies earned from our investments since it does not reflect our core operations;\n\u2022\nadjusted EBITDA does not reflect change in fair value of financial instruments including derivatives since it does not reflect our core operations and is a non-cash expense;\n\u2022\nadjusted EBITDA does not reflect income tax expense that affects cash available to us; and\n\u2022\nthe expenses and other items that we exclude in our calculations of adjusted EBITDA m", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax expense. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01243", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nUPD HOLDING CORP.\nINDEX TO CONSOLIDATED FINANCIAL STATEMENTS\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nTo the Board of Directors and\nStockholders of UPD Holding Corp. and Subsidiaries\nOpinion on the Consolidated Financial Statements\nWe have audited the accompanying consolidated balance sheets of UPD Holding Corp. and Subsidiaries (the Company) as of June 30, 2020 and 2019, and the related consolidated statements of operations, changes in stockholders\u2019 equity, and cash flows for each of the years in the two-year period ended June 30, 2020, and the related notes (collectively referred to as the financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2020 and 2019, and the results of its operations and its cash flows for each of the years in the two-year period ended June 30, 2020, in conformity with accounting principles generally accepted in the United States of America.\nGoing Concern Uncertainty\nThe accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has no revenue source, suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. Management\u2019s plans regarding those matters also are described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.\nBasis for Opinion\nThese consolidated financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company\u2019s internal control over financial reporting. Accordingly, we express no such opinion.\nOur audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.\nWe have served as the Company\u2019s auditor since 2019.\nSalt Lake City, Utah\nAugust 14, 2020\nPART I.FINANCIAL INFORMATION\nItem 1.Financial Statements\nUPD HOLDING CORP.\nAND SUBSIDIARIES\nCONSOLIDATED BALANCE SHEETS\nThe accompanying notes are an integral part of these consolidated financial statements.\nUPD HOLDING CORP.\nAND SUBSIDIARIES\nCONSOLIDATED STATEMENTS OF OPERATIONS\nThe accompanying notes are an integral part of these consolidated financial stat", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 836937_2020.htm (CIK: 836937, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01244", "source": "edgar", "source_license": "public_domain", "text": "Item 7.MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS\nDisclaimer Regarding Forward-Looking Statements\nThis Annual Report on Form 10-K contains forward-looking statements within the meaning of the federal securities laws. These include statements about our expectations, beliefs, intentions or strategies for the future, which we indicate by words or phrases such as \u201canticipate,\u201d \u201cexpect,\u201d \u201cintend,\u201d \u201cplan,\u201d \u201cwill,\u201d \u201cwe believe,\u201d \u201cbelieves,\u201d \u201cmanagement believes\u201d and similar language. Except for the historical information contained herein, the matters discussed in this \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations,\u201d and elsewhere in this report are forward-looking statements that involve risks and uncertainties. The factors listed in the section captioned \u201cRisk Factors,\u201d as well as any cautionary language in this report; provide examples of risks, uncertainties and events that may cause our actual results to differ materially from those projected. Except as may be required by law, we undertake no obligation to update any forward-looking statement to reflect events after the date of this Form 10-K.\nCritical Accounting Policies and Estimates\nThe SEC has defined a company\u2019s critical accounting policies as the ones that are most important to the portrayal of the Company\u2019s financial condition and results of operations and which require the Company to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. Based on this definition, we have identified the critical accounting policies and judgments addressed below. We also have other key accounting policies that are significant to understanding our results. For additional information, see Note 1 - Summary of Significant Accounting Policies.\nThe following are deemed to be the most significant accounting policies affecting the Company.\nPrinciples of Consolidation\nThe consolidated financial statements include the accounts of the Company and its subsidiaries. All significant inter-company balances and transactions are eliminated on consolidation.\nBasis of Presentation\nThe preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reported period. Actual results could differ from those estimates. Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company\u2019s system of internal accounting control is designed to assure, among other items, that (1) recorded transactions are valid; (2) all valid transactions are recorded and (3) transactions are recorded in the period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the company for the respective periods being presented.\nUse of Estimates\nThe preparation of financial statements in accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. A change in managements\u2019 estimates or assumptions could have a material impact on the Company\u2019s financial condition and results of operations during the period in which such changes occurred. The more significant estimates and assumptions by management include among others: Estimated revenue of films. The current economic environment has increased the degree of uncerta", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 820771_2020.htm (CIK: 820771, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01245", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nResults of Operations\nWe are still in our development stage and have not generated any revenue.\nWe incurred operating expenses of $26,511 and $22,665 for the years ended June 30, 2020 and 2019, respectively. For the year ended June 30, 2020 these expenses consisted of $12,238 in general operating expenses and $14,273 in professional fees incurred in connection with the day to day operation of our business and the preparation and filing of our periodic reports. For the year ended June 30, 2019 these expenses consisted of $8,717 in general operating expenses and $13,948 in professional fees incurred in connection with the day to day operation of our business and the preparation and filing of our periodic reports. The increase in operating expenses during the year ended June 30, 2020 was due to an increase in fees for preparation and filing of our periodic reports and transfer agent fees.\nOur net loss from inception (June 23, 2008) through June 30, 2020 was $211,378.\nThe Company has incurred net losses of approximately $211,378 for the period from June 23, 2008 (Date of Inception) through June 30, 2020 and has commenced limited operations, raising substantial doubt about the Company's ability to continue as a going concern. The Company will seek additional sources of capital through the issuance of debt or equity financing, but there can be no assurance the Company will be successful in accomplishing its objectives.\nThe ability of the Company to continue as a going concern is dependent on additional sources of capital and the success of the Company's plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.\nLiquidity and Capital Resources\nOur cash in the bank at June 30, 2020 was $1,347 with $170,725 in current liabilities. We have sold $42,000 in equity securities since inception, $12,000 from the sale of 8,000,000 shares of stock to our officer and director and $30,000 from the sale of 3,000,000 shares registered pursuant to our S-1 Registration Statement which became effective on August 18, 2008. The offering was completed on September 11, 2008. The Company will seek additional sources of capital through the issuance of debt or equity financing, but there can be no assurance the Company will be successful in accomplishing its objectives. The director of the company will continue to loan the Company funds to pay for operating expenses until additional financing is secured.\nOff-Balance Sheet Arrangements\nWe have no off-balance sheet arrangements.\nSummary of Significant Accounting Policies\nYEAR END - The Company's fiscal year end is June 30.\nINCOME TAXES - The Company provides for income taxes under ASC 740, Accounting for Income Taxes. ASC 740 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse.\nASC 740 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.\nREVENUE RECOGNITION - The Company has no current source of revenue; therefore the Company has not yet adopted any policy regarding the recognition of revenue or cost.\nNET LOSS PER COMMON SHARE - Basic net loss per share is computed by dividing the net loss available to common stockholders for the period by the weighted average number of shares of common stock outstanding during the period. The calculation of diluted net loss per share gives effect to common stock equivalents; however, potential common shares are excluded if their effect is anti-dilutive. For the period from June 23, 2008 (Date of In", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, deferred tax, tax rate. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01246", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data.\nReport of Independent Registered Public Accounting Firm\nTo the Stockholders and the Board of Directors of\nUnity Biotechnology, Inc.\nOpinion on the Financial Statements\nWe have audited the accompanying balance sheets of Unity Biotechnology, Inc. (\u201cthe Company\u201d) as of December 31, 2020 and 2019, and related statements of operations and comprehensive loss, convertible preferred stock and stockholders\u2019 equity (deficit) and cash flows for each of the three years in the period ended December 31, 2020, and the related notes (collectively referred to as the \u201cfinancial statements\u201d). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2020 and 2019 and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with U.S. generally accepted accounting principles.\nAdoption of New Accounting Standard\nAs discussed in Note 2 to the financial statements, the Company changed its method of accounting for leases in 2020 due to the adoption of Accounting Standard Updated (\u201cASU\u201d) No. 2016-02, Leases (Topic 842), effective January 1, 2020, using the modified retrospective approach.\nBasis for Opinion\nThese financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company\u2019s internal control over financial reporting. Accordingly, we express no such opinion.\nOur audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\n/s/ Ernst & Young LLP\nWe have served as the Company\u2019s auditor since 2017.\nRedwood City, California\nMarch 23, 2021\nUNITY BIOTECHNOLOGY, INC.\nBalance Sheets\n(in thousands, except for share amounts and par value)\nSee accompanying notes to the financial statements.\nUNITY BIOTECHNOLOGY, INC.\nStatements of Operations and Comprehensive Loss\n(in thousands, except share and per share amounts)\nSee accompanying notes to the financial statements.\nUNITY BIOTECHNOLOGY, INC.\nStatements of Convertible Preferred Stock and Stockholders\u2019 Equity (Deficit)\n(in thousands, except share amounts)\nSee accompanying notes to the financial statements\nUNITY BIOTECHNOLOGY, INC.\nStatements of Cash Flows\n(in thousands)\nSee accompanying notes to the financial statements.\nUNITY BIOTECHNOLOGY, INC.\nNOTES TO THE FINANCIAL STATEMENTS\n1. Organization\nDescription of Business\nUnity Biotechnology, Inc. (the \u201cCompany\u201d) is a biotechnology company en", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1463361_2020.htm (CIK: 1463361, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01247", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nINDEX TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS\nRETECH CORPORATION\nCONSOLIDATED FINANCIAL STATEMENTS\nDECEMBER 31, 2020 AND 2019\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nTo the Board of Directors and Stockholders of\nReTech Corporation\nOpinion on the Consolidated Financial Statements\nWe have audited the accompanying consolidated balance sheet of 12 ReTech Corporation and subsidiaries (the \u201cCompany\u201d) as of December 31, 2019 and the related consolidated statements of operations and comprehensive loss, changes in stockholders\u2019 deficit and cash flows for the year then ended, and the related notes (collectively referred to as the \u201cfinancial statements\u201d). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.\nGoing Concern\nThe accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As disclosed in the financial statements, the Company has suffered substantial net losses, has not generated significant revenue from its operations, and will require additional funds to maintain operations, all of which raise substantial doubt about the Company\u2019s ability to continue as a going concern. Management\u2019s plans regarding these matters are disclosed in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.\nBasis for Opinion\nThese financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on these financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (\u201cPCAOB\u201d) and are required to be independent with respect to the Company in accordance with the U.S. federal securities law and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company\u2019s internal control over financial reporting. Accordingly, we express no such opinion.\nOur audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provide a reasonable basis for our opinion.\n/s/ dbbmckennon\nWe have served as the Company\u2019s auditors from 2019 to 2020.\nSan Diego, California\nJune 18, 2020\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nTo the Board of Directors and Stockholders of\nReTech Corporation\nOpinion on the Consolidated Financial Statements\nWe have audited the accompanying consolidated balance sheet of 12 ReTech Corporation and subsidiaries (the \u201cCompany\u201d) as of December 31, 2020 and the related consolidated statements of operations and comprehensive loss, changes in stockholders\u2019 deficit and cash flows for the year", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1627611_2020.htm (CIK: 1627611, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01248", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A.\nRISK FACTORS\nInvesting in our common stock involves risks, including (among others) the following factors:\nRisk Factors Relating to the COVID-19 Pandemic\nThe ongoing COVID-19 pandemic and measures intended to prevent its spread could have a material adverse effect on our business, results of operations and financial condition, and such effects will depend on future developments, which are highly uncertain and are difficult to predict.\nGlobal health concerns relating to the COVID-19 pandemic and related government actions have resulted in significant disruptions and increased economic uncertainty. Government restrictions and recommendations designed to contain the virus and limit its effects have substantially limited the activities of individuals and the operations of businesses in the markets we serve.\nThe Governor of Michigan issued her first \"stay home, stay safe\" executive order effective March 24, 2020. In general, that order and subsequent modifications required individuals in Michigan to stay at home or their place of residence, except for certain specified activities that were deemed necessary to sustain or protect life. That original executive order was amended several times and was later rescinded and replaced entirely by a series of \"Safer at Home\" executive orders, which generally extended certain social distancing restrictions, but lifted the requirement that individuals remain in their homes. The series of \"Safer at Home\" orders, along with all other executive orders relating to the pandemic issued by Michigan's Governor after April 30, 2020, were then deemed unconstitutional by the Michigan Supreme Court on October 2, 2020. On October 4, 2020, Michigan's Attorney General announced her office would no longer enforce the Governor's executive orders that were ruled unconstitutional, effective immediately. Since then, the Michigan Department of Health and Human Services (MDHHS) and the Michigan Occupational Safety and Health Administration (MIOSHA) have issued orders imposing restrictions similar to the Governor's former executive orders under authority granted to the MDHHS by the Michigan Public Health Code and to MIOSHA under the Michigan Occupational Safety and Health Act - different statutes than the law on which the Governor based her executive orders. Under the MDHHS and MIOSHA orders, social distancing and gathering restrictions remain in place; however, certain retail operations, restaurants and bars, and other businesses are permitted to conduct in-person operations, subject to capacity limitations and other workplace safety requirements. The degree to which businesses may resume operations varies based on the type of business operations being conducted. It is currently expected that various forms of state and local government restrictions similar to those described above will continue for the foreseeable future. As a result of these events, Michigan has experienced a significant increase in unemployment.\nThe COVID-19 pandemic, the related executive orders, and other government restrictions and guidance have had and continue to have a significant effect on us, our customers and the markets we serve. Our business, results of operations and financial condition may be adversely affected by a number of factors that could impact us and our customers, including but not limited to:\n\u2219\nrestrictions on activity and high levels of unemployment may cause increases in loan delinquencies, foreclosures and defaults;\n\u2219\nincreases in allowance for loan losses may be necessary;\n\u2219\ndeclines in collateral values may occur;\n\u2219\nthird party disruptions, including outages at network providers, on-line banking vendors and other suppliers;\n\u2219\nincreased cyber and payment fraud risk, as cybercriminals attempt to profit from the disruption, given increased online and remote activity;\n\u2219\noperational failures due to changes in our normal business practices necessitated by the pandemic and related governmental actions; and/or\n\u2219\nkey pe", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 39311_2020.htm (CIK: 39311, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01249", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11.EXECUTIVE COMPENSATION\nThe information required by this item is hereby incorporated by reference to the 2021 Proxy Statement.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 921738_2020.htm (CIK: 921738, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01250", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11: EXECUTIVE COMPENSATION.\nDuring the year ended October 31, 2019, three officers of the Company elected to forgo their accrued compensation for the year ended October 31, 2019 in exchange for options. The $44,700 of accrued compensation was exchanged for 199,800 options granted with a fair value of $55,933 with the difference of $11,233 expensed as a loss on settlement of liabilities.\nThe following tables sets for the compensation for all officers and directors during the past two years:\nDIRECTORS and OFFICERS - COMPENSATION\n________________\n(1) Mr. Andrew S. Thomas and Mr. Benford each received cash salary paid by Cogent Real-Time Systems Inc. of $126,457 plus bonuses of $45,046 and $31,532, respectively.\n(2) Mr. Holden through LS Enterprises, Inc., a company of which he is President, received $48,000 plus a bonus of $10,000 for serving as an officer\n(3) Mr. Paul E. Thomas received cash payments of $126,457 for consulting services through LifeCycle IP Management Inc., which he owns, plus a bonus of $31,532.\n(4) Ms. Shizuka Thomas, wife of Mr. Andrew S. Thomas, was paid $40,168 during fiscal year 2020 for services as a Japanese business manager and translator.\n(5) Directors fees of $30,000 per year per director were paid in cash to three outside directors.\n(6) Mr. Mesrobin was paid in cash $100,422 in salary and $17.539 in commissions plus a bonus of $31,157.\n(7) Compensation is calculated in US dollars for reporting purposes causing a variance from year to year on persons paid in Canadian dollars.\nEmployment Agreements\nWe and our subsidiary, Cogent, have employment agreements with all of our executive officers. The terms and conditions of each such agreement are described below.\nEffective January 1, 2012, our subsidiary, Cogent, entered into an Employment Agreement (the \u201cAgreement\u201d) with our CEO, Andrew S. Thomas commencing January 1, 2012. Mr. Thomas will perform identical duties for our Company as well. The Agreement is for a three-year term commencing on January 1, 2012 and provides for automatic renewal of successive one-year terms unless notice is provided ninety (90) days prior to the expiration of the then current term. The agreement provides that Mr. Thomas is to receive an annual base salary of CDN$140,000, subject to annual increase at the discretion of our Board of Directors. In addition, Mr. Thomas is eligible for an annual cash bonus in an amount to be determined by and otherwise subject to the discretion of the Board of Directors. Under the Agreement, this determination is to be based upon the Board of Directors review of Mr. Thomas\u2019s performance. While employed with the Company, the Agreement allows Mr. Thomas to engage in other limited business activities that are not competitive with and do not involve the Company, subject to the prior disclosure to the Company. The Employment Agreement permits Mr. Thomas to terminate his employment in the event of a change of control or certain enumerated material breaches thereof by the Company.\nEffective January 1, 2012, our subsidiary, Cogent, entered into an Employment Agreement (the \u201cAgreement\u201d) with our COO, Paul Benford commencing January 1, 2012. Mr. Benford will perform identical duties for our Company as well. The Agreement is for a three-year term commencing on January 1, 2012 and provides for automatic renewal of successive one-year terms unless notice is provided ninety (90) days prior to the expiration of the then current term. The agreement provides that Mr. Benford is to receive an annual base salary of CDN $140,000, subject to annual increase at the discretion of our Board of Directors. In addition, Mr. Benford is eligible for an annual cash bonus in an amount to be determined by and otherwise subject to the discretion of the Board of Directors. Under the Agreement, this determination is to be based upon the Board of Directors review of Mr. Benford\u2019s performance. While employed with the Company, the Agreement allows Mr. Benford to engage in other limi", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1546853_2020.htm (CIK: 1546853, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01251", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nInformation required by this item regarding our officers is incorporated herein by reference to our 2021 Proxy Statement to be filed with the SEC.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1481832_2020.htm (CIK: 1481832, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01252", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nAll of our general partner's executive officers are employees of Delek Holdings. Neither we nor our general partner directly employ any of the executive officers responsible for managing our business.\nCompensation Discussion and Analysis\nThis Compensation Discussion and Analysis (\u201cCD&A\u201d) discusses the principles underlying our general partner's compensation programs and the key executive compensation decisions that were made for 2020. It also explains the most important factors relevant to such decisions. This CD&A provides context and background for the compensation earned and awarded to the individuals named in the Summary Compensation Table below. Messrs. Yemin, Spiegel and Ginzburg are referred to collectively herein as our \"named executive officers\" or \"NEOs\".\nOverview - Compensation Decisions and Allocation of Compensation Expenses\nOur general partner does not have a compensation committee. Our general partner has determined that a compensation committee is not necessary at this time, primarily because our general partner's executive officers do not regularly receive material compensation from our general partner or the Partnership.\nHowever, our Board believes it is important to promote the interests of the Partnership and the general partner by providing incentive compensation to employees of the Partnership's affiliates and others who perform services for us or on our behalf. Accordingly, pursuant to our Partnership Agreement, the general partner is allowed to and has adopted the LTIP. Due to the fact that several of the members of the Board perform services on our behalf in their roles as executive officers of Delek Holdings, the awards to these individuals under the LTIP a are administered by the Conflicts Committee. The disinterested members of the Board may also grant awards and the Conflicts Committee may delegate, and has delegated in the past, to an executive officer of the general partner the authority to issue awards to non-Section 16 officers of the general partner.\nUnder the terms of the Omnibus Agreement, we pay an annual administrative fee of $4.7 million per year to Delek Holdings for the provision of general and administrative services. The general and administrative services covered by the annual administrative fee include, without limitation, executive management services of Delek Holdings employees who devote less than 50% of their time to our business, financial and administrative services, information technology services, legal services, health, safety and environmental services, human resources services and insurance administration. No service covered by the administrative fee is assigned any particular value individually. Additionally, the Omnibus Agreement requires us to reimburse Delek Holdings directly for a proportionate amount of the salary and employee benefits costs of Delek Holdings employees who devote more than 50% of their time to our business and affairs.\nNone of our NEOs devoted more than 50% of their total business time to our business and affairs in 2020. Although our NEOs provide services to both Delek Holdings and us, no portion of the administrative fee is specifically allocated to services provided by our NEOs to us. Instead, the administrative fee covers all centralized services provided to us by Delek Holdings, and we have not reimbursed Delek Holdings for the cost of such services. Except for awards under the LTIP, Delek Holdings has the ultimate decision-making authority with respect to the compensation of our NEOs.\nCompensation Objectives and Philosophy\nBecause neither we nor our general partner directly employ any of our NEOs, and because our NEOs are compensated by Delek Holdings to manage our business and affairs, we did not provide traditional fixed or discretionary compensation (e.g. salary or bonus) to our NEOs in 2020. However, we believe that our NEOs should have an ongoing stake in our success, that their interests should be aligned ", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1552797_2020.htm (CIK: 1552797, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01253", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nThe following management\u2019s discussion and analysis should be read in conjunction with our financial statements and the notes thereto and the other financial information appearing elsewhere in this report. Our financial statements are prepared in U.S. dollars and in accordance with U.S. GAAP.\nSpecial Note Regarding Forward Looking Statements\nIn addition to historical information, this report contains forward-looking statements. We use words such as \u201cbelieve,\u201d \u201cexpect,\u201d \u201canticipate,\u201d \u201cproject,\u201d \u201ctarget,\u201d \u201cplan,\u201d \u201coptimistic,\u201d \u201cintend,\u201d \u201caim,\u201d \u201cwill\u201d or similar expressions which are intended to identify forward-looking statements. Such statements include, among others, those concerning market and industry segment growth; any projections of earnings, revenue, margins or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements regarding future economic conditions or performance; as well as all assumptions, expectations, predictions, intentions or beliefs about future events. You are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, including without limitation, those listed in the \u201cRisk Factors\u201d section, as well as assumptions, which, if they were to ever materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements.\nReaders are urged to carefully review and consider the various disclosures made by us in this report and our other filings with the SEC. These reports attempt to advise interested parties of the risks and factors that may affect our business, financial condition and results of operations and prospects. The forward-looking statements made in this report speak only as of the date hereof and we disclaim any obligation, except as required by law, to provide updates, revisions or amendments to any forward-looking statements to reflect changes in our expectations or future events.\nOverview\nIWEB, Inc. (the \u201cCompany\u201d) was incorporated under the laws of the State of Nevada on February 17, 2015.\nThe Company\u2019s original business plan was to actively engage in providing high impact internet marketing strategies to internet based businesses and people seeking to create websites, but this business was not successful. On December 12, 2016, 24,997,500 shares of the common stock of the Company, representing 97.08% of the Company\u2019s issued and outstanding shares of common stock at that time, were sold by Dmitriy Kolyvayko in a private transaction to Mr. Wai Hok Fung (the \u201cTransaction\u201d) for an aggregate purchase price of $380,000. In connection with the Transaction, Mr. Kolyvayko released the Company from certain liabilities and obligations arising out of his service as a director and officer of the Company.\nOn May 15, 2017, the Company entered into a share exchange agreement (the \u201cShare Exchange Agreement\u201d) with Enigma Technology International Corporation (\u201cEnigma BVI\u201d), and all the shareholders of Enigma BVI, namely, Mr. Ratanaphon Wongnapachant, Ms. Chanikarn Lertchawalitanon and S-Mark Co. Ltd. (collectively the \u201cShareholders\u201d), to acquire all the issued and outstanding capital stock of Enigma BVI in exchange for the issuance to the Shareholders of an aggregate of 31,500,000 restricted shares of IWEB, Inc.\u2019s common stock (the \u201cReverse Merger\u201d). The Reverse Merger closed on May 15, 2017. As a result of the Reverse Merger, Enigma BVI is a wholly-owned subsidiary of the Company.\nEnigma BVI was incorporated on February 22, 2017 in the British Virgin Islands.\nDigiwork (Thailand) Co., Ltd. (\u201cDigiwork\u201d) was established and incorporated in Thailand on November 24, 2016. The authorized capital of Digiwork is THB5,000,000 (approximately $166,556), divided into 500,000 common shares with a par value of THB10 per share, which", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1648365_2020.htm (CIK: 1648365, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01254", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Qualitative and Quantitative Disclosures about Market Risk\nForeign Currency\nWe have international operations in The Netherlands, Sweden, Germany, China, Portugal, Canada, Czech Republic, Mexico, the United Kingdom and New Zealand which expose us to foreign currency exchange rate fluctuations due to transactions denominated in Euros, Swedish Krona, Chinese Renminbi, Canadian dollar, Czech Krona, Mexican pesos, British Pound Sterling, and New Zealand dollar, respectively. We continuously evaluate our foreign currency risk and we take action from time to time in order to best mitigate these risks. A hypothetical 10% change in the value of the U.S. dollar in relation to our most significant foreign currency exposures would have had an impact of approximately $15,200 on our 2020 sales. This amount is not indicative of the hypothetical net earnings impact due to partially offsetting impacts on cost of sales and operating expenses in those currencies. We estimate that foreign currency exchange rate fluctuations increased sales in 2020 compared to 2019 by approximately $1,800.\nWe translate all assets and liabilities of foreign operations, where the U.S. dollar is not the functional currency, at the period-end exchange rate and translate sales and expenses at the average exchange rates in effect during the period. The net effect of these translation adjustments is recorded in the consolidated financial statements as comprehensive income. The translation adjustment was a gain of $8,410 for 2020 and a loss of $680 for 2019. Translation adjustments are not adjusted for income taxes as they relate to permanent investments in our foreign subsidiaries. A hypothetical 10% change in the value of the U.S. dollar in relation to our most significant foreign currency net assets would have had an impact of approximately $10,000 and $7,000 on our foreign net assets as of December 31, 2020 and 2019, respectively.\nTo the extent that our monetary assets and liabilities, including short-term and long-term intercompany loans, are recorded in a currency other than the functional currency of the subsidiary, these amounts are remeasured each period at the period-end exchange rate, with the resulting gain or loss recorded in other expense, net in the consolidated statement of income and comprehensive income. Net foreign currency transaction gains and losses included in total other expense, net amounted to losses of $1,035 and $111 in 2020 and 2019, respectively. In the first quarter of 2021, the Company began a hedging program to help mitigate these foreign currency transaction gains and losses. Accordingly, we expect these gains and losses to be lower in the future.\nInterest Rates\nInterest rates on our Amended Credit Agreement are based on the LIBOR plus a margin of 1.00% to 1.75% (1.625% at December 31, 2020) or the Prime Rate plus a margin of 0% to 0.75% (0.625% at December 31, 2020), in each case depending on the Company\u2019s ratio of total funded indebtedness to Consolidated EBITDA. We use interest rate derivatives to add stability to interest expense and to manage our exposure to interest rate movements. We primarily use interest rate swaps as part of our interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. In February 2017, we entered into three interest rate swaps with a combined notional amount of $40,000 that matures in February 2022. In March 2020, the Company entered into two additional interest rate swaps with a combined notional amount of $20,000 that increases to $60,000 in March 2022 and matures in December 2024.\nAs of December 31, 2020, we had $120,656 outstanding under the Amended Revolving Facility (excluding deferred financing fees), of which $60,000 is currently being hedged. Refer to Note 7, Debt O", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01255", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk\nQuantitative and Qualitative Disclosures About Market Risk.\nWe are exposed to market risk from changes in interest rates, currency exchange rates, and debt prices. We manage our exposure to these risks by monitoring available financing alternatives, through pricing policies that may take into account currency exchange rates, and by entering into derivative arrangements.\nWe are exposed to interest rate risk through borrowings on our Warehouse Credit Facility and our Corporate Credit Facility, which includes our Revolving Corporate Credit Facility and our Term Loan, as these facilities bear interest at variable rates. All other interest bearing debt, including securitized debt, incurs interest at fixed rates. Changes in interest rates also impact the fair value of our fixed-rate notes receivable and our fixed-rate debt.\nThe following table sets forth the scheduled maturities and the total fair value as of year-end 2020 for our financial instruments that are impacted by market risks:\nWe are exposed to currency exchange rate risk through investments in foreign subsidiaries that transact business in a currency other than the U.S. dollar and through the revaluation of assets and liabilities denominated in a currency other than the functional currency.\nWe use derivative instruments as part of our overall strategy to manage our exposure to market risks associated with fluctuations in interest rates and currency exchange rates. As a matter of policy, we only enter into transactions that we believe will be highly effective at offsetting the underlying risk and we do not use derivatives for trading or speculative purposes. However, we cannot assure you that these transactions will be as effective as we anticipate.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1524358_2020.htm (CIK: 1524358, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01256", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nExecutive Compensation\nNo executive officer has received any cash compensation for services rendered to us. Since November 4, 2019 and through the acquisition of a target business, we will pay Merida Manager III LLC, an affiliate of our Sponsor, an aggregate fee of $5,000 per month for providing us with office space and certain office and secretarial services. However, this arrangement is solely for our benefit and is not intended to provide our officers or directors compensation in lieu of a salary.\nOther than the $5,000 per month administrative fee, the payment of consulting, success or finder fees to our Sponsor, officers, directors, initial stockholders or their affiliates in connection with the consummation of our initial business combination and the repayment of the up to $150,000 of loans that may be made by our Sponsor to us, no compensation or fees of any kind, including finder\u2019s, consulting fees and other similar fees, will be paid to our Sponsor, initial stockholders, special advisors, members of our management team or their respective affiliates, for services rendered prior to or in connection with the consummation of our initial business combination (regardless of the type of transaction that it is). However, they will receive reimbursement for any out-of-pocket expenses incurred by them in connection with activities on our behalf, such as identifying potential target businesses, performing business due diligence on suitable target businesses and business combinations as well as traveling to and from the offices, plants or similar locations of prospective target businesses to examine their operations. There is no limit on the amount of out-of-pocket expenses reimbursable by us.\nAfter our initial business combination, members of our management team who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to stockholders, to the extent then known, in the proxy solicitation materials furnished to our stockholders. However, the amount of such compensation may not be known at the time of the stockholder meeting held to consider our initial business combination, as it will be up to the directors of the post-combination business to determine executive and director compensation. In this event, such compensation will be publicly disclosed at the time of its determination in a Current Report on Form 8-K or a periodic report, as required by the SEC.\nSince our formation, we have not granted any stock options or stock appreciation rights or any other awards under long-term incentive plans to any of our executive officers or directors.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1785592_2020.htm (CIK: 1785592, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01257", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nThe information required under this item is incorporated by reference to the Company\u2019s definitive proxy statement pursuant to Regulation 14A, which proxy statement will be filed with the Securities and Exchange Commission no later than 120 days after the close of the Company\u2019s fiscal year ended December 31, 2020.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1091883_2020.htm (CIK: 1091883, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01258", "source": "edgar", "source_license": "public_domain", "text": "Item 7.\nManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nThe information contained in this section should be read in conjunction with the Selected Financial Data and our Consolidated Financial Statements and Supplementary Data appearing elsewhere in this annual report on Form 10-K.\nForward-Looking Statements\nSome of the statements in this annual report on Form 10-K constitute forward-looking statements, which relate to future events or our future performance or financial condition. The forward-looking statements contained in this annual report on Form 10-K involve risks and uncertainties, including statements as to:\n\u2022\nour future operating results;\n\u2022\nour business prospects and the prospects of our prospective portfolio companies;\n\u2022\nthe ability of our portfolio companies to achieve their objectives;\n\u2022\nour ability to consummate new investments and the impact of such investments;\n\u2022\nour contractual arrangements and relationships with third parties;\n\u2022\nchanges in political, economic or industry conditions, the interest rate environment or conditions affecting the financial and capital markets, which could result in changes to the value of our assets;\n\u2022\nthe dependence of our future success on the general economy and its impact on the industries in which we invest;\n\u2022\nthe impact of increased competition;\n\u2022\nthe ability of our investment adviser to locate suitable investments for us and to monitor our investments;\n\u2022\nour expected financings and investments;\n\u2022\nour ability to pay dividends or make distributions;\n\u2022\nthe adequacy of our cash resources and working capital;\n\u2022\nthe timing of cash flows, if any, from the operations of our prospective portfolio companies; and\n\u2022\nthe impact of future acquisitions and divestitures.\nWe use words such as \u201cmay,\u201d \u201cmight,\u201d \u201cwill,\u201d \u201cintends,\u201d \u201cshould,\u201d \u201ccould,\u201d \u201ccan,\u201d \u201cwould,\u201d \u201cexpects,\u201d \u201cbelieves,\u201d \u201cestimates,\u201d \u201canticipates,\u201d \u201cpredicts,\u201d \u201cpotential,\u201d \u201cplan\u201d and similar expressions to identify forward-looking statements. Our actual results could differ materially from those projected in the forward-looking statements for any reason, including the factors set forth in \u201cRisk Factors\u201d and elsewhere in this annual report on Form 10-K.\nWe have based the forward-looking statements included in this annual report on Form 10-K on information available to us on the date of this annual report on Form 10-K, and we assume no obligation to update any such forward-looking statements. Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports that we may file with the SEC in the future, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.\nYou should understand that under Sections 27A(b)(2)(B) and (D) of the Securities Act and Sections 21E(b) (2)(B) and (D) of the Exchange Act, the \u201csafe harbor\u201d provisions of the Private Securities Litigation Reform Act of 1995, as amended, do not apply to statements made in connection with this annual report on Form 10-K or any periodic reports we file under the Exchange Act.\nOverview\nWe are an externally managed, non-diversified, closed-end management investment company that has elected to be treated as a business development company under the 1940 Act. In addition, for tax purposes, we elected to be treated as a RIC under Subchapter M of the Code.\nWe were formed on December 28, 2011 and commenced operations on January 1, 2012. We were originally capitalized with approximately $176.3 million of contributed assets from H.I.G. Bayside Debt & LBO Fund II, L.P. and H.I.G. Bayside Loan Opportunity Fund II, L.P., each of which is an affiliate of H.I.G. Capital. These assets were contributed as of January 1, 2012 in exchange for 11,752,383 units in WhiteHorse Finance, LLC. On December 4, 2012, we converted from a", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1552198_2020.htm (CIK: 1552198, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01259", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk\nThis item is not required.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1818844_2020.htm (CIK: 1818844, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01260", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nPage\nIridium Communications Inc.:\nReport of Ernst & Young LLP, Independent Registered Public Accounting Firm\nConsolidated Balance Sheets\nConsolidated Statements of Operations and Comprehensive Loss\nConsolidated Statements of Changes in Stockholders\u2019 Equity\nConsolidated Statements of Cash Flows\nNotes to Consolidated Financial Statements\nReport of Ernst & Young LLP, Independent Registered Public Accounting Firm\nTo the Stockholders and the Board of Directors of Iridium Communications Inc.\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheets of Iridium Communications Inc. (the Company) as of December 31, 2020 and 2019, the related consolidated statements of operations and comprehensive loss, changes in stockholders\u2019 equity, and cash flows for each of the three years in the period ended December 31, 2020 and the related notes (collectively referred to as the \u201cconsolidated financial statements\u201d). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with U.S. generally accepted accounting principles.\nWe also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company\u2019s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 11, 2021 expressed an unqualified opinion thereon.\nBasis for Opinion\nThese financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s financial statements based on our audits. We are a public accounting firm registered with PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.\nCritical Audit Matter\nThe critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or in the account or disclosures to which it relates.\nUseful life of upgraded satellites\nDescription of the MatterAt December 31, 2020, the Company had $2.5 billion in Property and Equipment related to its upgraded", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1418819_2020.htm (CIK: 1418819, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01261", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11 - EXECUTIVE COMPENSATION\nCOMPENSATION DISCUSSION AND ANALYSIS\nIn this Compensation Discussion and Analysis, we describe our process for determining the compensation and benefits provided to our \u201cNamed Executive Officers\u201d (\u201cNEOs\u201d) and any material compensation and benefits decisions we have made with respect to our NEOs for 2020. Our 2020 NEOs are\nExecutive Summary\nFiscal 2020 Company Performance\nDespite negative COVID-19 economic headwinds in the first half of 2020, Hexion showed consecutive quarter over quarter growth in the second half of 2020 due to recovering economic demand in many key end markets as we recovered from the global pandemic. We also had our highest fourth quarter Segment EBITDA1 from continuing operations in the last seven years. Despite overall softer earnings and the ongoing pandemic in 2020, we were able to generate strong cash flow from operations2 of $116 million and positive free cash flow3 of $8 million in 2020. We exited the year in a strong financial position with significant liquidity of $561 million to support our ongoing business initiatives. In addition to our strong liquidity performance in 2020, we also had strong environmental health & safety (\u201cEH&S\u201d) safety performance for the year.\n1 Segment EBITDA is defined as EBITDA (earnings before interest, income taxes, depreciation and amortization) adjusted for certain non-cash items, other income and expenses and discontinued operations. Segment EBITDA is the primary performance measure used by our senior management, the chief operating decision-maker and the board of directors to evaluate operating results and allocate capital resources among segments. For further information, see Note 20 in Part I of this Annual Report on Form 10-K and below for reconciliation of net (loss) income to Segment EBITDA.\n2 Cash Flow From Operations is defined as the Cash Flow provided by Operating activities for its continuing operations from the Company\u2019s 2020\n10-K Consolidated Statement of Cashflow for the year ended December 31, 2020.\n3 Free cash flow is a non-GAAP financial measure and is a liquidity measure used by the Company. Free cash flow is defined by the Company as net cash provided by (used in) operating activities less capital expenditures on property, plant and equipment.\n4 Third Quarter 2019 Segment EBITDA results excludes $18 of previously recorded deferred contract revenue that was accelerated as a result of\nthe application of fresh start accounting in 2019.\nHexion Inc. | 127 | 2020 Form 10-K\nHuman Capital Management\nAt December 31, 2020, our continuing operations had approximately 2,600 employees. Approximately 35% of our employees are members of a labor union or are represented by workers\u2019 councils that have collective bargaining agreements, including most of our European employees. We believe that we have good relations with our union and non-union employees. We believe our diverse global employee talent is a key driver of our future success and competitive advantage. Hexion offers industry competitive salary and benefits, performance incentive plans and enriching career opportunities that enable employee engagement.\nAt Hexion, We Do the Right Thing. We act ethically and with integrity.\nActing ethically and with integrity is a core value at Hexion. This is a commitment to our company, our customers, our vendors and ourselves. Every associate, regardless of his or her rank or position is responsible for the ethical health of our organization.\nOur commitment to acting ethically is non-negotiable.\n\u2022We treat others with respect - regardless of gender, race, age, orientation or background.\n\u2022We conduct business with integrity - comply with all anti-trust, anti-bribery, workplace harassment, and conflict-of-interest requirements.\n\u2022We engage with each other and remind one another of our commitment to act with integrity.\n\u2022We speak up if we witness misconduct or have a compliance concern.\nDiversity, Equity and Inclusion\nWe are focused on accelerating", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01262", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data.\nIn this Annual Report, we have elected to comply with the Securities and Exchange Commission's elimination of the requirement to present Selected Financial Data.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 99780_2020.htm (CIK: 99780, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01263", "source": "edgar", "source_license": "public_domain", "text": "Item 7.\nManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operation\nItem 7A.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1482913_2020.htm (CIK: 1482913, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01264", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation.\nOfficers Summary Compensation Table\n(1)Mr. Kennedy did not receive any stock based compensation during the years ended December 31, 2020 and 2019. The Company\u2019s Board of Directors has agreed that the Company will provide a salary and other compensation to Mr. Kennedy at some future point in time. During the years ended December 31, 2020 and 2019 the Company paid $1,551 and $1,338 respectively in health and dental insurance premiums for Mr. Kennedy. As a part of his duties as CEO, Mr. Kennedy is required to travel extensively on Company business as the Company\u2019s diving operations are located on the East Coast of Florida and the Company\u2019s headquarters are located on the West Coast of Florida. The Company determined that it would be less expensive for Mr. Kennedy to use his personal vehicle to travel on Company business rather than to lease a car for him. In lieu of leasing a car for Mr. Kennedy to use for Company business, Mr. Kennedy uses his own vehicle. The Company provides Mr. Kennedy with periodic expense advances and reimbursements, including travel reimbursements for mileage and fuel for the use of his vehicle for Company business and reimburses him for various other Company business related expenses. The Company reimbursed or advanced to Mr. Kennedy $14,097 in 2020 and $12,043 in 2019 for travel related expenses and other Company expenses. The Company also paid $4,206 in 2020 and $3,477 in 2019 for Mr. Kennedy\u2019s cellular telephone, text, and wireless data plan.\nOfficer Compensation\nThe Company does not have a formal compensation plan in place for its officer. The Company\u2019s Board of Directors authorized Mr. Kennedy to receive a salary, at his discretion based on the Company\u2019s financial position and developments with the business, in 2020 after not paying him a salary since the inception of the Company in 2007. As of the date of the filing of this report the Board of Directors in the process of negotiating a compensation plan with Mr. Kennedy in order to retain his services as the Company\u2019s CEO.\nDirectors Summary Compensation Table\nThe following table shows the fees paid to the Company\u2019s Board of Directors for the years ending December 31, 2020 and 2019 for their work as members of the Board of Directors:\n(1)During the years ended December 31, 2020 and 2019 the Company did not pay any Director\u2019s fees to Kyle Kennedy.\n(2)During the year ended December 31, 2020 the Company paid a fee of 5,000,000 shares of restricted common stock to Mr. Branscum, valued at $26,000, in exchange for his participation as a member of the Board of Directors. During the year ended December 31, 2019 the Company paid a fee of 26,000,000 shares of restricted common stock to Mr. Branscum, valued at $64,600, in exchange for his participation as a member of the Board of Directors.\n(3)During the year ended December 31, 2020 the Company paid a fee of 5,000,000 shares of restricted common stock to Dr. Kennedy, valued at $26,000, in exchange for his participation as a member of the Board of Directors. During the year ended December 31, 2019 the Company paid a fee of 23,000,000 shares of restricted common stock to Dr. Kennedy, valued at $23,000, in exchange for his participation as a member of the Board of Directors.\n(4)During the year ended December 31, 2020 the Company paid a fee of 5,000,000 shares of restricted common stock to Mr. Clark, valued at $26,000, in exchange for his participation as a member of the Board of Directors. During the year ended December 31, 2019 the Company paid a fee of 7,666,667 shares of restricted common stock to Mr. Clark, valued at $33,433, in exchange for his participation as a member of the Board of Directors. Mr. Clark was paid fees of $24,000 and $9,500 during the years ended 2020 and 2019 respectively, for providing additional business consulting and strategic advisory services that were separate from his duties as a member of the Company\u2019s Board of Directors, these fees are not listed in ", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1106213_2020.htm (CIK: 1106213, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01265", "source": "edgar", "source_license": "public_domain", "text": "Item 6 | Selected Financial Data\n(1) In fiscal 2018, the Company recognized pretax costs related to branch warehouse consolidation in Canada of $0.1. In 2017, the Company recognized pretax exit costs related to its software distribution business in Australia of $0.5.\n(2) In fiscal 2020, the Company recognized a pretax charge of $1.0 related to a settlement of an intellectual property producing agreement and a pretax settlement expense of $1.5 related to an alleged patent infringement claim. In fiscal 2019, the Company recognized pretax charges related to a settlement of a legacy sales tax assessment of $8.1 and pretax costs associated with branch consolidation charges of $0.5. In fiscal 2018, the Company recognized pretax share-based compensation charges of $0.7 due to the accelerated vesting of certain awards. In fiscal 2016, the Company recognized a pretax charge of $1.5 related to a branch consolidation project in the Company's book fairs operations.\n(3) In fiscal years 2020, 2019, 2018, 2017 and 2016, the Company recognized pretax severance expense primarily related to cost reduction and restructuring programs of $13.1, $6.5, $7.4, $12.9 and $9.5, respectively.\n(4) In fiscal 2020, the Company recognized a pretax impairment charge of $40.0 related to the write down of inventory from lower anticipated requirements in the Company's school channels and a pretax impairment charge of $0.6 related to an outdated technology platform in Canada. In fiscal 2019, the Company recognized a pretax impairment charge of $0.9 related to legacy building improvements. In fiscal 2018, the Company recognized a pretax impairment charge of $11.0 related to legacy building improvements and a pretax impairment charge of $0.2 related to book fairs trucks. In fiscal 2017, the Company recognized a pretax impairment charge related to certain website development assets of $5.7 and certain legacy prepublication assets of $1.1. In fiscal 2016, the Company recognized a pretax impairment charge of $7.5 related to legacy building improvements in connection with the Company's headquarters renovation and a pretax charge of $6.9 for certain legacy prepublication assets.\n(5) In fiscal 2018, the Company recognized a pretax charge related to the final settlement of the Company's domestic defined benefit pension plan of $57.3.\n(6) In fiscal 2019, the Company recognized a pretax charge of $1.0 related to the recognition of foreign currency translation adjustment previously recorded within accumulated other comprehensive income (loss) as a result of the acquisition of Make Believe Ideas Limited. In fiscal 2016, the Company recognized a pretax gain of $2.2 on the sale of a China-based cost method investment.\n(7) In fiscal 2020, the Company recognized a benefit for income taxes in respect to one-time pretax charges of $15.3. In fiscal 2019, the Company recognized a benefit for income taxes in respect to one-time pretax charges of $4.2 and income tax provision of $4.7 primarily related to the Company's state deferred tax balances. In fiscal 2018, the Company recognized a benefit for income taxes on certain pretax charges of $26.5, partly offset by $5.7 of income tax provision related to the remeasurement of the Company's U.S. deferred tax balance in connection with the passage of the Tax Cuts and Jobs Act of 2017. In fiscal 2017, the Company recognized a benefit for income taxes on certain pretax charges of $7.8. In fiscal 2016, the Company recognized a benefit for income taxes on certain pretax charges of $10.3.\nItem 7", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, deferred tax, tax provision, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01266", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\n1 Non-GAAP measure to net interchange charges for 2016-2017 between transaction card revenue and data processing and communications expense as a result of the revenue recognition standard implemented January 1, 2018. This measure has no effect on net income or earnings per share.\n2 Includes nonaccruing loans, renegotiated loans and assets acquired in satisfaction of loans. Excludes loans past due 90 days or more and still accruing.\n3 Excludes residential mortgage loans guaranteed by agencies of the U.S. government.\n4 Includes allowance for loan losses and accrual for off-balance sheet credit risk.\n5 Metric meaningful due to the U.S. government agency guarantee and short-term nature of the PPP loans.\nManagement\u2019s Assessment of Operations and Financial Condition\nOverview\nThe following discussion is management\u2019s analysis to assist in the understanding and evaluation of the financial condition and results of operations of BOK Financial Corporation (\"BOK Financial\" or \"the Company\"). This discussion should be read in conjunction with the Consolidated Financial Statements and footnotes and selected financial data presented elsewhere in this report.\nAfter completing its 11th consecutive year of expansion in 2019, the U.S. economy experienced extreme volatility throughout 2020. The worldwide spread of COVID-19 affected every part of the economic environment. Economic conditions in the U.S. declined drastically in March and April of 2020 following the initial U.S. COVID-19 outbreak. Congress quickly passed the CARES Act economic relief package, which alleviated some of the downturn. With the government stimulus package and some time to settle into the current new normal, the economy rebounded significantly in the second half of the year.\nThe Federal Reserve lowered the federal funds rate to near zero by April, 2020 and has initiated additional programs to infuse liquidity and stimulate economic activity. The Federal Reserve is expected to keep the federal funds rate at or near zero until the labor market has fully recovered and inflation has stabilized at 2%. See \"Summary of Credit Loss Experience\" section of Management's Discussion and Analysis for additional discussion around our economic forecast.\nPerformance Summary\nNet income for the year ended December 31, 2020 totaled $435.0 million or $6.19 per diluted share compared with net income of $500.8 million or $7.03 per diluted share for the year ended December 31, 2019. A pre-tax provision for expected credit losses of $222.6 million was included in 2020 while a pre-tax provision for incurred losses of $44.0 million was included in 2019. The Company adopted the current expected credit loss (\"CECL\") model on January 1, 2020.\nPre-provision net revenue, a non-GAAP measure, was $786.4 million for 2020 compared to $674.9 million in the prior year. This is a measure of revenue less expenses, and is calculated before provision for credit losses and income tax expense. Pre-provision net revenue is a financial measure frequently used by investors and analysts that enables them to assess a company's ability to generate earnings to cover credit losses through a credit cycle. It also provides an additional basis for comparing the results of operations between periods by isolating the impact of the provision for credit losses, which can vary significantly between periods.\nWe incurred $17.2 million of integration costs in 2019 related to the acquisition of CoBiz Financial, Inc. (\"CoBiz\") on October 1, 2018, which resulted in an $0.18 per share reduction in 2019. The fluctuation discussion in the highlights below excludes this impact.\nHighlights of 2020 included:\n\u2022Net interest revenue totaled $1.1 billion for 2020, consistent with the prior year. Net interest margin was 2.83% for 2020 compared to 3.11% for 2019. The Federal Reserve reduced the federal funds rate to near zero early in the year putting press", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax expense, tax provision. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01267", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nThe information required by Item 11 of Form 10-K will appear in the Company\u2019s proxy statement for its 2021 Annual Meeting of Shareholders under the captions \u201cCorporate Governance - Compensation Committee Interlocks and Insider Participation,\u201d \u201cCompensation Discussion and Analysis,\u201d \u201cCompensation Committee Report,\u201d \u201cExecutive Compensation,\u201d and \u201cDirector Compensation,\u201d and the information therein is incorporated herein by reference.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 878927_2020.htm (CIK: 878927, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01268", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nFINANCIAL STATEMENTS - TABLE OF CONTENTS\nFor the Years Ended December 31, 2020 and\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nTo the Board of Directors and Stockholders of NexGel, Inc.\nOpinion on the Financial Statements\nWe have audited the accompanying balance sheets of NexGel, Inc. (the \u201cCompany\u201d) as of December 31, 2020 and 2019 and the related statements of operations, stockholders\u2019 equity and cash flows for the years then ended, and the related notes (collectively referred to as the \u201cfinancial statements\u201d). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.\nExplanatory Paragraph - Going Concern\nThe accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 2, the Company has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company\u2019s ability to continue as a going concern. Management\u2019s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.\nBasis for Opinion\nThese financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (\u201cPCAOB\u201d) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company\u2019s internal control over financial reporting. Accordingly, we express no such opinion.\nOur audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\n/s/ Turner, Stone & Company, L.L.P.\nDallas, Texas\nMarch 31, 2021\nWe have served as the Company\u2019s auditor since 2019.\nNEXGEL, INC\nBALANCE SHEETS\n(in thousands, except share and per share data)\nThe accompanying notes are an integral part of these financial statements.\nNEXGEL, INC.\nSTATEMENTS OF OPERATIONS\n(in thousands, except share and per share data)\nThe accompanying notes are an integral part of these financial statements.\nNEXGEL, INC.\nSTATEMENTS OF STOCKHOLDERS\u2019 EQUITY\n(in thousands, except share data)\nThe accompanying notes are an integral part of these financial statements.\nNEXGEL, INC.\nSTATEMENTS OF CASH FLOWS\n(in thousands)\nThe accompanying notes are an integral pa", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1468929_2020.htm (CIK: 1468929, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01269", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation.\nThe information required by this Item 11 will be included in the section captioned \u201cExecutive Compensation\u201d in our definitive proxy statement to be filed with the SEC with respect to our 2021 Annual Meeting of Stockholders within 120 days of the end of the fiscal year to which this report relates, which information is incorporated herein by reference.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1434418_2020.htm (CIK: 1434418, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01270", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nThe full text of our audited consolidated financial statements as of December 31, 2020 and 2019 and for the fiscal years ended December 31, 2020 and 2019, begins on page of this Annual Report on Form 10-K.\nITEM 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1072379_2020.htm (CIK: 1072379, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01271", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk\nThe information under this Item is not required to be provided by smaller reporting companies.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1515156_2020.htm (CIK: 1515156, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01272", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nINTERLINK ELECTRONICS, INC.\nINDEX TO CONSOLIDATED FINANCIAL STATEMENTS\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nTo the Board of Directors and Stockholders of\nInterlink Electronics, Inc. & Subsidiaries\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheets of Interlink Electronics, Inc. & Subsidiaries (the Company) as of December 31, 2020 and 2019, and the related consolidated statements of operations, comprehensive income (loss), stockholders\u2019 equity, and cash flows for the years then ended, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial positions of the Company as of December 31, 2020 and 2019, and the consolidated results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.\nBasis for Opinion\nThese consolidated financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company\u2019s internal control over financial reporting. Accordingly, we express no such opinion.\nOur audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\nCritical Audit Matter\nThe critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.\nRealizability of deferred tax assets\nAs described in Notes 1 and 5 to the consolidated financial statements, the Company recognizes deferred income taxes for the effects of temporary differences between the tax basis of an asset or liability and their reported amounts in the accompanying consolidated balance sheet. These temporary differences result in taxable or deductible amounts", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, deferred tax. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01273", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk:\nRefer to the section titled \u201cMarket Risk\u201d on pages 63 and 64 of IBM\u2019s 2020 Annual Report to Stockholders, which is incorporated herein by reference.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 51143_2020.htm (CIK: 51143, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01274", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nIn the course of conducting our business operations, we are exposed to a variety of risks, some of which are inherent in the financial services industry and others of which are more specific to our own businesses. The COVID-19 pandemic has heightened, and in some cases manifested, certain of the risks we normally face in operating our business. The discussion below addresses the most significant factors, of which we are currently aware, that could affect our businesses, results of operations and financial condition. Additional factors that could affect our businesses, results of operations and financial condition are discussed in \"Item 1. Business - Forward-Looking Information.\" However, other factors not discussed below or elsewhere in this Annual Report on Form 10-K could adversely affect our businesses, results of operations and financial condition. Therefore, the risk factors below should not be considered a complete list of potential risks we may face.\nAny risk factor described in this Annual Report on Form 10-K or in any of our other SEC filings could by itself, or together with other factors, materially adversely affect our liquidity, cash flows, competitive position, business, reputation, results of operations, capital position or financial condition, including materially increasing our expenses or decreasing our revenues, which could result in material losses.\nGeneral Economic and Market Conditions Risk\nThe COVID-19 pandemic and resulting substantial disruption to global and domestic economies has adversely impacted, and is expected to continue to adversely impact our business operations, asset valuations, and financial results, and the ultimate impact on our business and financial results is uncertain.\nThe COVID-19 pandemic has created global and domestic economic and financial disruptions that have adversely affected, and are expected to continue to adversely affect, our business operations, asset valuations and financial results. The pandemic has negatively impacted the global and domestic economies, disrupted supply chains, lowered some equity market valuations, created significant volatility and disruption in financial markets, and increased unemployment levels at an unprecedented pace. Certain industries have been particularly hard hit, including the travel and hospitality industry, the restaurant industry and the retail industry. In addition, the pandemic has resulted in temporary closures of many businesses, the practice of social distancing, and stay-at-home requirements in many states and communities. Should economic impacts of COVID-19 persist or further deteriorate, this macroeconomic environment could have a continued adverse impact on our business, financial condition and results of operations.\nThe pandemic has influenced and could further influence the recognition of the provision for credit losses in our loan portfolios and has increased and could further increase our allowance for credit losses, depending on the duration of the pandemic, the ongoing impact of government stimulus and the ongoing impact on the overall economy. The provision for credit losses reflects estimates of future credit losses, however the actual credit losses that our loan portfolio may experience remains uncertain since the economic cycle is not complete, particularly as businesses remain closed and as more customers may draw on their lines of credit or seek additional loans to help finance their businesses.\nSimilarly, because of changing economic and market conditions affecting issuers, the securities we hold may lose value. The volatility in the equity markets has impacted our asset valuations, as evidenced by our goodwill impairment charge in the first quarter of 2020, and asset valuations of goodwill or other assets could be further impacted depending on future developments caused by COVID-19.\nAs an essential service, our business operations have continued during the pandemic, however they may be disru", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1102112_2020.htm (CIK: 1102112, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01275", "source": "edgar", "source_license": "public_domain", "text": "Item 8. financial statements and supplementary data\nRANGE RESOURCES CORPORATION\nINDEX TO CONSOLIDATED FINANCIAL STATEMENTS\nManagement\u2019s Report on Internal Control over Financial Reporting\nTo the Stockholders of Range Resources Corporation:\nManagement is responsible for establishing and maintaining an adequate system of internal control over financial reporting (as defined in Rule 13(a)-15(f) under the Securities Exchange Act of 1934, as amended). Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and presentation of consolidated financial statements.\nBecause of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements and even when determined to be effective, these controls can only provide reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that the internal controls may become inadequate because of changes in conditions or because the degree of compliance with the policies or procedures may deteriorate.\nManagement assessed the effectiveness of our internal control over financial reporting as of December 31, 2020. In making this assessment, which was conducted under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework (2013). As part of our annual assessment, management has concluded that we did not design and maintain effective internal controls over the completeness and accuracy of the accounting for changes in the tax law. Specifically, we did not design controls to adequately assess certain new tax laws and accurately apply any necessary modifications to our calculations. This resulted in a material error in our interim financial information as presented in and filed with each of our Quarterly Reports on Form 10-Q during 2020.\nA material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. We have determined that the gap in our design of controls to adequately review the assessment of certain new tax laws and accurately apply any necessary modifications to our calculations is a material weakness.\nAs discussed in Note 18 to our consolidated financial statements, during the interim reporting periods of 2020, we did not record the appropriate quarterly deferred income tax expense or benefit and associated impacts to deferred tax liabilities which resulted in an error in our interim financial statements. The resulting impacts to our previously recorded amounts are described in Note 18.\nBased upon our current assessment, which considered the material weakness described above, our management concluded that our internal control over financial reporting was not effective at December 31, 2020.\nManagement\u2019s Plan for Remediation of the Material Weakness\nIn response to the material weakness described above, with the oversight of the Audit Committee of our Board of Directors, management has corrected the error in its interim financial statements. Management is currently evaluating remediation activities related to our income tax processes that will include, but are not limited to the following (i) enhancing and developing a more comprehensive review process and monitoring controls related to new tax laws or the modifications of existing tax laws and (ii) continuing to provide income tax training and development to tax personnel.\nThe remediation efforts are intended to both address the identified material weakness and to enha", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax expense, deferred tax, tax law. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01276", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nINDEX TO CONSOLIDATED FINANCIAL STATEMENTS\nReport of Independent Registered Public Accounting Firm\nTo the Stockholders and the Board of Directors\nHomeTrust Bancshares, Inc. and Subsidiary\nOpinion on the Consolidated Financial Statements\nWe have audited the accompanying consolidated balance sheets of HomeTrust Bancshares, Inc. and Subsidiary (the \"Company\") as of June 30, 2020 and 2019, and the related consolidated statements of income, comprehensive income, changes in stockholders\u2019 equity and cash flows for each of the three years in the period ended June 30, 2020, and the related notes (collectively referred to as the \"consolidated financial statements\"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2020 and 2019, and the result of their operations and their cash flows for each of the three years in the period ended June 30, 2020, in conformity with U.S. generally accepted accounting principles.\nWe have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company\u2019s internal control over financial reporting as of June 30, 2020, based on criteria established in Internal Control- Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated September 11, 2020 expressed an unqualified opinion thereon.\nBasis for Opinion\nThese consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.\nOur audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.\n/s/ DIXON HUGHES GOODMAN LLP\nWe have served as the Company's auditor since 2005.\nAsheville, North Carolina\nSeptember 11, 2020\nReport of Independent Registered Public Accounting Firm\nTo the Stockholders and the Board of Directors\nHomeTrust Bancshares, Inc. and Subsidiary\nOpinion on Internal Control Over Financial Reporting\nWe have audited HomeTrust Bancshares, Inc. and Subsidiary (the \u201cCompany\u201d)\u2019s internal control over financial reporting as of June 30, 2020, based on criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, HomeTrust Bancshares, Inc. and Subsidiary maintained, in all material respects, effective internal control over financial reporting as of June 30, 2020, based on criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.\nWe also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (\u201cPCAOB\u201d), the consolidated", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1538263_2020.htm (CIK: 1538263, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01277", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nInterest Rate Risk\nOur exposure to market risk for changes in interest rates relates primarily to our cash and cash equivalents, short-term investments and notes payable. See Note 6: \u201cFinancial Instruments\u201d in the Notes to Consolidated Financial Statements included in this Annual Report. We do not use derivative financial instruments to hedge the ongoing risk of interest rate volatility. At June 27, 2020, we maintained a significant portfolio of money market fund investments, which are included in cash and cash equivalents. These money market funds are generally invested only in U.S. government or agency securities and are all available on a daily basis. Our short-term investments are in U.S. government, corporate and bank debt securities. Our long-term notes payable are all fixed rate securities and as such, we have no financial statement risk associated with changes in interest rates related to these notes.\nTo assess the interest rate risk associated with our outstanding long-term debt portfolio, we performed sensitivity analysis for our long-term notes as of June 27, 2020, using a modeling technique that measures the change in the fair values arising from a hypothetical 100 basis points increase in the levels of interest rates across the entire yield curve, with all other variables held constant. The discount rates used were based on the market interest rates in effect at June 27, 2020. The sensitivity analysis indicated that a hypothetical 100 basis points increase in interest rates would result in a reduction in the fair values of our long-term notes of $46.1 million.\nForeign Currency Risk\nWe generate less than 1.0% of our revenues in various global markets based on orders obtained in currencies other than the U.S. Dollar. We incur expenditures denominated in non-U.S. currencies, primarily the Philippine Peso and the Thai Baht associated with our manufacturing activities in the Philippines and Thailand, respectively, and expenditures for sales offices and research and development activities undertaken outside of the U.S. We are exposed to fluctuations in foreign currency exchange rates primarily on cash flows for expenditures, orders, and accounts receivable from sales in these foreign currencies. We have established risk management strategies designed to reduce the impact of volatility of future cash flows caused by changes in the exchange rate for these currencies. These strategies reduce, but do not entirely eliminate, the impact of currency exchange rate movements. We do not use derivative financial instruments for speculative or trading purposes. We routinely hedge our exposure to certain foreign currencies with various financial institutions in an effort to minimize the impact of certain currency exchange rate fluctuations. If a financial counterparty to any of our hedging arrangements experiences financial difficulties or is otherwise unable to honor the terms of the foreign currency hedge, we may experience financial losses.\nFor derivative instruments that are designated and qualify as cash flow hedges under ASC No. 815, Derivatives and Hedging (\u201cASC 815\u201d), the effective portion of the gain or loss on the derivative is reported as a component of accumulated other comprehensive income or loss and reclassified into earnings into the same financial statement line as the item being hedged, and in the same period or periods during which the hedged transaction affects earnings. Gains and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized each period in interest and other income (expense), net.\nFor derivative instruments that are not designated as hedging instruments under ASC 815, gains and losses are recognized each period in interest and other income (expense), net. All derivatives are foreign currency forward contracts to hedge certain foreign currency de", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 743316_2020.htm (CIK: 743316, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01278", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures about Market Risk\nThe Registrant is a smaller reporting company and is not required to provide this information.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1527728_2020.htm (CIK: 1527728, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01279", "source": "edgar", "source_license": "public_domain", "text": "Item 7.Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\nThe following section of this Form 10-K generally discusses 2020 and 2019 results and year-to-year comparisons between 2020 and 2019. Discussion of 2018 results and year-to-year comparisons between 2019 and 2018 that are not included in this Form 10-K can be found in \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d in Part II, Item 7 of the Company\u2019s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 filed on February 26, 2020.\nDescription of Merck\u2019s Business\nMerck & Co., Inc. (Merck or the Company) is a global health care company that delivers innovative health solutions through its prescription medicines, vaccines, biologic therapies and animal health products. The Company\u2019s operations are principally managed on a products basis and include two operating segments, which are the Pharmaceutical and Animal Health segments, both of which are reportable segments.\nThe Pharmaceutical segment includes human health pharmaceutical and vaccine products. Human health pharmaceutical products consist of therapeutic and preventive agents, generally sold by prescription, for the treatment of human disorders. The Company sells these human health pharmaceutical products primarily to drug wholesalers and retailers, hospitals, government agencies and managed health care providers such as health maintenance organizations, pharmacy benefit managers and other institutions. Human health vaccine products consist of preventive pediatric, adolescent and adult vaccines, primarily administered at physician offices. The Company sells these human health vaccines primarily to physicians, wholesalers, physician distributors and government entities.\nThe Animal Health segment discovers, develops, manufactures and markets a wide range of veterinary pharmaceutical and vaccine products, as well as health management solutions and services, for the prevention, treatment and control of disease in all major livestock and companion animal species. The Company also offers an extensive suite of digitally connected identification, traceability and monitoring products. The Company sells its products to veterinarians, distributors and animal producers.\nThe Company previously had a Healthcare Services segment that provided services and solutions focused on engagement, health analytics and clinical services to improve the value of care delivered to patients. The Company divested the remaining businesses in this segment in the first quarter of 2020.\nThe Company previously had an Alliances segment that primarily included activity from the Company\u2019s relationship with AstraZeneca LP related to sales of Nexium and Prilosec, which concluded in 2018.\nPlanned Spin-Off of Women\u2019s Health, Biosimilars and Established Brands into a New Company\nIn February 2020, Merck announced its intention to spin-off products from its women\u2019s health, biosimilars and established brands businesses into a new, independent, publicly traded company named Organon & Co. (Organon) through a distribution of Organon\u2019s publicly traded stock to Company shareholders. The distribution is expected to qualify as tax-free to the Company and its shareholders for U.S. federal income tax purposes. The established brands included in the transaction consist of dermatology, non-opioid pain management, respiratory, and select cardiovascular products including Zetia and Vytorin, as well as the rest of Merck\u2019s diversified brands franchise. Merck\u2019s existing research pipeline programs will continue to be owned and developed within Merck as planned. Organon will have development capabilities initially focused on late-stage development and life-cycle management and is expected over time to develop research capabilities in selected therapeutic areas. The spin-off is expected to be completed late in the second quarter of 2021, subject to market and certain other conditions.\nOvervie", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01280", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nThe following MD&A should be read in conjunction with a review of the other Items included in this Form 10-K and our December 31, 2020 consolidated financial statements included elsewhere in this report. A reference to a \u201cNote\u201d relates to a note in the accompanying notes to the consolidated financial statements. Certain statements contained in this MD&A may be deemed to be forward-looking statements. See \u201cSpecial Note Regarding Forward-Looking Statements.\u201d\nOverview\nGeneral\nLSB is headquartered in Oklahoma City, Oklahoma and through its subsidiaries, manufactures and sells chemical products for the agricultural, mining, and industrial markets. We own and operate facilities in Cherokee, Alabama; El Dorado, Arkansas; and Pryor, Oklahoma, and operate a facility on behalf of a global chemical company in Baytown, Texas. Our products are sold through distributors and directly to end customers throughout the U.S. and parts of Mexico and Canada.\nKey Operating Initiatives for 2021\nWe believe our future results of operations and financial condition will depend significantly on our ability to successfully implement the following key initiatives:\n\u2022\nContinue Focusing on Becoming a \u201cBest in Class\u201d Chemical Plant Operator with respect to Safe, Reliable Operations that Produce the Highest Quality Product.\n\u25aa\nWe believe that high safety standards are critical and a precursor to improved plant performance. With that in mind, we implemented and are currently managing enhanced safety programs at our facilities that focus on improving our safety culture that will reduce risks and continuously improve our safety performance.\n\u25aa\nWe have several initiatives underway that we believe will improve the overall reliability of our plants and allow us to produce more products for sale while lowering our cost of production. Those initiatives are focused on, operations excellence through enhancements in the operating procedure program, asset health monitoring optimization and asset care excellence maintenance programs, and product quality programs focused on providing products to the customer that meet the highest quality standards.\n\u2022\nContinue Broadening the Distribution of our Products. To further leverage our plants current production capacity, we are continuing to expand the distribution of our industrial and mining products by partnering with customers to take product into different markets both within and outside the U.S.\n\u25aa\nIn October 2020, we announced a new long-term nitric acid supply contract with a customer. Under the agreement, we agreed to supply between 70,000 to 100,000 tons of nitric acid per year, with sales beginning the first quarter of 2021. This contract advances our focus to leverage underutilized nitric acid production capacity at our El Dorado Facility.\n\u25aa\nWe also executed a new contract to capture and sell carbon dioxide out of our El Dorado Facility, where our customer is building a guest plant. We expect to begin sales under this agreement in the fourth quarter of 2021.\n\u25aa\nAdditionally, early in the second quarter of 2020, we completed a key storage project that will allow us to further maximize our production of HDAN at our El Dorado Facility, which we expect to enable us to achieve higher production, a lower cost per ton and increased sales of that product during periods of more attractive pricing.\n\u2022\nDevelopment of a Strategy to Capitalize on Ammonia Opportunities in a Renewable Energy Focused Economy. As there is a heightened global focus on significantly increasing the use of renewable energy to reduce carbon emissions, we are currently developing a strategy to enter the market for low-carbon or no carbon ammonia, a rapidly emerging trend referred to as \u201cblue-green ammonia.\u201d Many studies have shown that ammonia is the best carrier for hydrogen, given higher energy content and relative ease of storage via hydrogen gas. Ammonia can also be used", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 60714_2020.htm (CIK: 60714, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01281", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nRISK FACTORS\nAn investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and the other information in this prospectus before investing in our common stock. If any of the following risks occur, our business, operating results and financial condition could be seriously harmed. Please note that throughout this prospectus, the words \u201cwe\u201d, \u201cour\u201d, \u201cus\u201d, or \u201cLive Inc.\u201d refer to the Company and its subsidiaries and not to the selling stockholders.\nRISKS RELATED TO OUR FINANCIAL CONDITION\nTHERE IS SUBSTANTIAL DOUBT ABOUT THE COMPANY\u2019S ABILITY TO CONTINUE AS A GOING CONCERN. Our financial statements as of December 31, 2020 were prepared under the assumption that we will continue as a going concern for the next twelve months from the date of issuance of these financial statements. Our independent registered public accounting firm has issued a report that includes an explanatory paragraph referring to our losses from operations and net cash used in operating activities, and have expressed substantial doubt in our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon our ability to obtain additional financing and the development of the Company\u2019s contemplated plan of operations, which are uncertain at this time. In addition, we can not predict the impact of COVID 19 on our future operations. Our financial statements do not include adjustments that would result from the outcome of these uncertainties. As a result, this may adversely affect our ability to obtain new financing on reasonable terms or at all. Investors may be investing in a company that will not have the funds necessary to continue to deploy its business strategies.\nWE HAVE A LIMITED OPERATING HISTORY THAT YOU CAN USE TO EVALUATE US, AND THE LIKELIHOOD OF OUR SUCCESS MUST BE CONSIDERED IN LIGHT OF THE PROBLEMS, EXPENSES, DIFFICULTIES, COMPLICATIONS AND DELAYS FREQUENTLY ENCOUNTERED BY A SMALL DEVELOPING COMPANY. We were incorporated in California on September 6, 2016. We have limited financial resources and have not started generating revenues. The likelihood of our success must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered by a small developing company starting a new business enterprise and the highly competitive environment in which we will operate. Since we have a limited operating history, we cannot assure you that our business will be profitable or that we will ever generate sufficient revenues to meet our expenses and support our anticipated activities.\nFAILURE TO RAISE ADDITIONAL CAPITAL TO FUND FUTURE OPERATIONS COULD HARM OUR BUSINESS AND RESULTS OF OPERATIONS. Reflected on our balance sheet as of December 31, 2019 contained herein, we have total current assets of $370,816 and total current liabilities of $1,262,201. We will require additional financing in order to maintain its corporate existence and to implement its business plans and strategy. The timing and amount of our capital requirements will depend on several factors, including our initial operational results with respect to user acceptance of our three platforms, the need for other expenditures, and competitive pressures. If additional funds are raised through the issuance of equity or convertible debt securities, the percentage ownership of our then-existing stockholders will likely be reduced significantly. We cannot make assurances that any financing will be available on terms favorable to us or at all. If adequate funds are not available on acceptable terms, our ability to fund our business strategy, ongoing operations, take advantage of unanticipated opportunities, or otherwise respond to competitive pressures could be significantly limited. Our business, financial condition and results of operations will be harmed by such limitations.\nRISKS RELATED TO OUR BUSINESS\nLACK OF COMMERCIAL ACCEPTABILITY. We launched o", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1730732_2020.htm (CIK: 1730732, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01282", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA.\nYou should read the following selected financial data in conjunction with Item 7, \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations,\u201d our audited consolidated financial statements included in Item 8, \u201cFinancial Statements and Supplementary Data\u201d and other financial information included elsewhere in this Form 10-K.\nThe consolidated statements of operations data for the years ended December 31, 2020 and 2019 and the consolidated balance sheets data as of December 31, 2020 and 2019 are derived from our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K. Our historical results are not necessarily indicative of the results that may be expected in any future period.\nThe basic and diluted net loss per common share was the same for each period presented as the Company\u2019s potentially dilutive shares would be antidilutive. Total shares of Common Stock issued and outstanding were 10,029,040 and 8,691,323 for the years ended December 31, 2020 and 2019, respectively.\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1731727_2020.htm (CIK: 1731727, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01283", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nReport of Independent Registered Public Accounting Firm\nBoard of Directors and Stockholders\nGulfport Energy Corporation\nOpinion on the financial statements\nWe have audited the accompanying consolidated balance sheets of Gulfport Energy Corporation (a Delaware corporation) and subsidiaries (Debtor-in-Possession) (the \u201cCompany\u201d) as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive income (loss), stockholders\u2019 (deficit) equity, and cash flows for each of the three years in the period ended December 31, 2020, and the related notes (collectively referred to as the \u201cfinancial statements\u201d). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.\nWe also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (\u201cPCAOB\u201d), the Company\u2019s internal control over financial reporting as of December 31, 2020, based on criteria established in the 2013 Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (\u201cCOSO\u201d), and our report dated March 5, 2021 expressed an unqualified opinion.\nGoing Concern\nThe accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code during the year ended December 31, 2020, which constituted an event of default that accelerated the Company's obligations under the Company's pre-petition revolving credit facility and the indentures governing the Company's senior notes, resulting in the principal and interest due thereunder becoming immediately due and payable. These conditions, along with other matters as set forth in Note 1, raise substantial doubt about its ability to continue as a going concern. Management\u2019s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.\nBasis for opinion\nThese financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\nCritical audit matters\nThe critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and tha", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 874499_2020.htm (CIK: 874499, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01284", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors.\nWe have only recently refocused our business as a biopharmaceutical company and currently have no revenues or products approved for sale. In addition, we have limited staff and assets. Our stock trades on the OTC Pink, but trading in is limited and sporadic. As a result of these and other factors, an investment in NovAccess is inherently speculative and risky.\nCOVID-19:\nIn December 2019, a novel strain of coronavirus (\u201cCOVID-19\u201d) was identified in Wuhan, China, and has subsequently spread to other regions of the world, and has resulted in increased travel restrictions, business disruptions and emergency quarantine measures across the world including the United States.\nThe Company\u2019s business, financial condition and results of operations were impacted by the COVID-19 pandemic for the fiscal year ended September 30, 2020 as follows:\nEfforts to secure financing necessary for business activities were delayed as the financial institutions\u2019 operations were restricted due to COVID related lockdowns and other priorities related to The Paycheck Protection Program (PPP).\nInvestment funding activities were also disrupted as our business development/Investment team was unable to travel to meet potential investors due to travel restrictions.\nThe research and development team was unable to have in person meetings with the FDA regarding the quality and status of our IND application.\nThe accompanying financial statements have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets and liabilities and commitments in the normal course of business. The accompanying financial statements do not reflect any adjustments that might result if the Company is unable to continue as a going concern. The Company does not generate significant revenue, and has negative cash flows from operations, which raise substantial doubt about the Company\u2019s ability to continue as a going concern. The ability of the Company to continue as a going concern and appropriateness of using the going concern basis is dependent upon, among other things, additional cash infusion. The Company has obtained funds from its shareholders since its inception through the year ended September 30, 2020. Management believes the existing shareholders and the prospective new investors will provide the additional cash needed to meet the Company\u2019s obligations as they become due and will allow the development of its business.\nThis Annual Report on Form 10-K contains statements which, to the extent they are not recitations of historical facts, constitute \u201cforward-looking statements\u201d within the meaning of the Securities Litigation Reform Act of 1995 (Reform Act). The words \u201cestimate,\u201d \u201cproject,\u201d \u201canticipate,\u201d \u201cexpect,\u201d \u201cintend,\u201d \u201cbelieve,\u201d \u201cplan,\u201d \u201ccould\u201d and similar expressions are intended to identify forward-looking statements. All of these forward-looking statements are intended to be subject to the safe harbor protection provided by the Reform Act. Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, we can provide no assurance that our expectations will be achieved. As forward-looking statements, these statements involve risks, uncertainties and other factors that could cause actual results to differ materially from the expected results. Accordingly, actual results may differ materially from those expressed in any forward-looking statements. Forward-looking statements speak only as of the date of this report, and we undertake no obligation to update any forward-looking statement in light of new information or future events.\nItem 1B.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1039466_2020.htm (CIK: 1039466, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01285", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nThe financial statements and notes thereto required by this item begin on page of this Form 10-K, as listed in Item 15 of Part IV.\nITEM 9:", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 764195_2020.htm (CIK: 764195, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01286", "source": "edgar", "source_license": "public_domain", "text": "Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.\nInformation required in response to Item 7 is included under the caption \"Management\u2019s Discussion and Analysis of Financial Condition and Results of Operation\" on pages 6 through 10 of the Company\u2019s 2020 Annual Report to Shareholders and such information is incorporated herein by reference.\nItem 7.A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.\nInterest Rate Risk. We are exposed to the impact of interest rate changes through our variable-rate borrowings under the Credit Agreement. Under the Wells Fargo revolving credit line, the applicable margin for borrowings at September 30, 2020 was 1.0% over LIBOR. The applicable margin for such borrowings will be increased in the event that our debt to capitalization ratio as calculated under the Credit Agreement Facilities exceeds a target level.\nThe Company did not have any variable or fixed rate debt outstanding at September 30, 2020, so a sensitivity analysis was not performed to determine the impact of hypothetical changes in interest rates on the Company\u2019s results of operations and cash flows.\nCommodity Price Risk. The price and availability of diesel fuel are subject to fluctuations due to changes in the level of global oil production, seasonality, weather, global politics and other market factors. Historically, we have been able to recover a significant portion of fuel price increases from our customers in the form of fuel surcharges. The typical fuel surcharge table provides some margin contribution at higher diesel fuel prices but also results in some margin erosion at lower diesel fuel prices. The price and availability of diesel fuel can be unpredictable as well as the extent to which fuel surcharges can be collected to offset such increases. In fiscal 2020 and 2019, a significant portion of fuel costs was recovered through rate and fuel surcharges.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1616741_2020.htm (CIK: 1616741, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01287", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nThe following risk factors may be important to understanding any statement in this Annual Report on Form 10-K or elsewhere. Our business, financial condition and operating results can be affected by a number of factors, whether currently known or unknown, including but not limited to those described below. Any one or more of such factors could directly or indirectly cause our actual results of operations and financial condition to vary materially from past or anticipated future results of operations and financial condition. Any of these factors, in whole or in part, could materially and adversely affect our business, financial condition, results of operations and stock price.\nSummary of Risk Factors1\nOur business is subject to numerous risks and uncertainties, including those highlighted in this section below, that represent challenges that we face in connection with the successful implementation of our strategy. The occurrence of one or more of the events or circumstances described in more detail in the risk factors below, alone or in combination with other events or circumstances, may have an adverse effect on our business, cash flows, financial condition and results of operations. Such risks include, but are not limited to:\n\u00b7We have historically incurred losses and we anticipate that we will continue to incur losses for the foreseeable future.\n\u00b7We face early stage risks and other risks that we have not yet identified.\n\u00b7We are reliant on the success of our expansion plans.\n\u00b7If future acquisitions do not achieve sufficient profitability relative to expenses and investment, our business and ability to finance our operations could be materially adversely affected.\n\u00b7Increased operating expenses associated with the expansion of our business may negatively impact our operating income.\n\u00b7We may have difficulty integrating the operations of companies or businesses that we may acquire and may incur substantial costs in connection therewith.\n\u00b7Our senior management team have limited or no operational experience in the day-to-day operations of the industries in which our businesses operate.\n\u00b7If we decide to acquire a business outside of the expertise of our officers and directors, we cannot assure you that our officers and directors will have sufficient knowledge relating to the targets, the jurisdiction in which they operate, or their industry to make an informed decision regarding such business acquisitions.\n\u00b7We may be unable to obtain additional financing, if required, to complete acquisitions or to fund the operations and growth of a target business, which could compel us to restructure the transaction or abandon a particular acquisition.\n\u00b7Substantial resources could be expended in researching business acquisitions that are not consummated, which could materially adversely affect subsequent attempts to locate and consummate business acquisitions.\n\u00b7We are dependent upon our key personnel, including our strategic operating partners.\n\u00b7Our business is affected by general business, financial market and economic conditions, which could adversely affect our financial position, results of operations and cash flows.\n\u00b7Our business, results of operations and financial condition may be materially adversely impacted by public health epidemics, including the recent coronavirus pandemic and other outbreaks.\n\u00b7Our industry and the markets in which we operate are highly competitive and increased competitive pressures could reduce our share of the markets we serve and adversely affect our business, financial position, results of operations and cash flows.\n\u00b7Our business success depends on our ability to preserve long-term customer relationships.\n\u00b7Seasonality affects the demand for our services and our results of operations and cash flows.\n\u00b7Our operations are impacted by weather conditions.\n\u00b7Increases in raw material costs, fuel prices, wages and other operating costs could adversely impact our business, financial position, results ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1712543_2020.htm (CIK: 1712543, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01288", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nExecutive Overview\nWe are a leading global technology solutions provider to high-value segments of the food and beverage industry with focus on proteins, liquid foods and automated guided vehicle systems. We design, produce, and service sophisticated products and systems for multi-national and regional customers through our FoodTech segment. We also sell critical equipment and services to domestic and international air transportation customers through our AeroTech segment.\nOur Elevate plan was designed to capitalize on the leadership position of our businesses and favorable macroeconomic trends. The Elevate plan is based on a four-pronged approach to deliver continued growth and margin expansion.\n\u2022Accelerate New Product & Service Development. We are accelerating the development of innovative products and services to provide customers with solutions that enhance yield and productivity and reduce lifetime cost of ownership.\n\u2022Grow Recurring Revenue. We are capitalizing on our extensive installed base to expand recurring revenue from aftermarket parts and services, equipment leases, consumables and our Airport Services offerings.\n\u2022Execute Impact Initiatives. We are enhancing organic growth through initiatives that enable us to sell the entire FoodTech portfolio globally, including enhancing our international sales and support infrastructure, localizing targeted products for emerging markets, and strategic cross selling of products. In AeroTech, we plan to continue to develop advanced military product offering and customer support capability to service global military customers. Additionally, our impact initiatives are designed to support the reduction in operating costs including strategic sourcing, relentless continuous improvement (lean) efforts, and the optimization of organizational structure.\n\u2022Maintain a Disciplined Acquisition Program. We are also continuing our strategic acquisition program focused on companies that add complementary products, which enable us to offer more comprehensive solutions to customers, and meet our strict economic criteria for returns and synergies.\nWe developed the JBT Operating System in 2018, introducing a new level of process rigor across the Company beginning in 2019. The system is designed to standardize and streamline reporting and problem resolution processes for increased visibility, efficiency, effectiveness and productivity in all business units.\nOur approach to Environmental, Social and Corporate Governance (ESG) builds on our culture and long tradition of concern for our employees\u2019 health, safety, and well-being; partnering with our customers to find ways to make better use of the earth\u2019s precious resources; and giving back to the communities where we live and work. Our FoodTech equipment and technologies continue to deliver quality performance while striving to minimize food waste, extend food product life, and maximize efficiency in order to create shared value for our food and beverage customers. Our AeroTech equipment business offers a variety of power options, including electrically powered ground support equipment, that help customers meet their environmental objectives.We recognize the responsibility we have to make a positive impact on our shareholders, the environment and our communities in a manner that is consistent with our fiduciary duties. We have engaged in structured education for enhancing inclusive leadership skills in our organization designed to ensure more diversity in our leadership and hiring practices. We have completed a comprehensive evaluation to determine which ESG topics are most pressing for our business resulting in a materiality matrix informing our development of an ESG strategy, balanced to ensure we invest responsibly in initiatives that can address the risks and opportunities presented by ESG.\nWe evaluate our operating results considering key performance indi", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1433660_2020.htm (CIK: 1433660, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01289", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. Risk Factors\nInvestors should consider carefully the following risk factors in addition to the other information included and incorporated by reference in this Annual Report on Form 10-K that we believe are applicable to our businesses and the industries in which we operate. While we believe we have identified the key risk factors affecting our businesses, there may be additional risks and uncertainties that are not presently known or that are not currently believed to be significant that may adversely affect our results of operations.\nA significant portion of our cash, cash equivalents and investments are held by our foreign subsidiaries and could affect future liquidity needs.\nAs of May 30, 2020, $16.2 million, or approximately 35% of our cash, cash equivalents and investments was held by our foreign subsidiaries. While we intend to use some of the cash held outside the United States to fund our international operations and growth, when we encounter a significant need for liquidity domestically or at a particular location that we cannot fulfill through other internal or external sources, our liquidity requirements could necessitate transfers of existing cash balances between our subsidiaries or to the United States. Some of these subsidiaries are located in jurisdictions that require foreign government approval before a cash repatriation can occur.\nWe may not achieve our plan for sales growth and margin targets.\nWe have established both margin and expense targets to grow our sales with new and existing customers. If we do not achieve our growth objectives, the complexity of our global infrastructure makes it difficult to leverage our fixed cost structure to align with the size of our operations. Factors that could have a significant effect on our ability to achieve these goals include the following:\n\u2022\nFailure to achieve our sales and margin growth objectives in our product lines and business units;\n\u2022\nFailure to identify, consummate and successfully integrate acquisitions;\n\u2022\nDeclining gross margin reflecting competitive pricing pressures or product mix; and\n\u2022\nLimitations on our ability to leverage our support-function cost structure while maintaining an adequate structure to achieve our growth objectives.\nWe have historically incurred significant charges for inventory obsolescence, and may incur similar charges in the future.\nWe maintain significant inventories in an effort to ensure that customers have a reliable source of supply. Our products generally support industrial machinery powered by tube technology. As technology evolves and companies replace this capital equipment, the market for our products potentially declines. In addition, the market for many of our other products changes rapidly resulting from the development of new technologies, evolving industry standards, frequent new product introductions by some of our suppliers and changing end-user demand, which can contribute to the decline in value or obsolescence of our inventory. We do not have many long-term supply contracts with our customers. If we fail to anticipate the changing needs of our customers or we do not accurately forecast customer demand, our customers may not place orders with us, and we may accumulate significant inventories of products that we may be unable to sell or return to our vendors. This may result in a decline in the value of our inventory.\nWe face competitive pressures that could have a material adverse effect on our business.\nOur overall competitive position depends on a number of factors including price, engineering capability, vendor representation, product diversity, lead times and the level of customer service. There are very few vacuum tube competitors in the markets we serve. There are also a limited number of Chinese manufacturers whose ability to produce vacuum tubes has progressed over the past several years. The most significant competitive risk comes from technical obsolescence. Canvys faces many competitors in the ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 355948_2020.htm (CIK: 355948, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01290", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nITEM 7A.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1787304_2020.htm (CIK: 1787304, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01291", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures about Market Risk\nWe are subject to financial market risks, including changes in interest rates. In addition, U.S. and global capital markets and credit markets have experienced a higher level of stress due to the global COVID-19 pandemic, which has resulted in an increase in the level of volatility across such markets and a general decline in value of the securities that we hold. Because we fund a portion of our investments with borrowings, our net investment income is affected by the difference between the rate at which we invest and the rate at which we borrow. As a result, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income. In connection with the COVID-19 pandemic, the U.S. Federal Reserve and other central banks have reduced certain interest rates and LIBOR has decreased. In a prolonged low interest rate environment, including a reduction of LIBOR to zero, the difference between the total interest income earned on interest earning assets and the total interest expense incurred on interest bearing liabilities may be compressed, reducing our net interest income and potentially adversely affecting our operating results. During the fiscal year ended December 31, 2020, certain of the investments in our comprehensive investment portfolio had floating interest rates. These floating rate investments were primarily based on floating LIBOR and typically have durations of one to three months after which they reset to current market interest rates. Additionally, some of these investments have LIBOR floors. The Company also has revolving credit facilities that are generally based on floating LIBOR. Assuming no changes to our balance sheet as of December 31, 2020 and no new defaults by portfolio companies, a hypothetical one percent decrease in LIBOR on our comprehensive floating rate assets and liabilities would increase our net investment income by approximately one cent per average share over the next twelve months. Assuming no changes to our balance sheet as of December 31, 2020 and no new defaults by portfolio companies, a hypothetical one percent increase in LIBOR on our comprehensive floating rate assets and liabilities would decrease our net investment income by approximately one cent per average share over the next twelve months. However, we may hedge against interest rate fluctuations from time-to-time by using standard hedging instruments such as futures, options, swaps and forward contracts subject to the requirements of the\n1940 Act. While hedging activities may insulate us against adverse changes in interest rates, they may also limit our ability to participate in any benefits of certain changes in interest rates with respect to our portfolio of investments. At December 31, 2020, we have no interest rate hedging instruments outstanding on our balance sheet.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1743415_2020.htm (CIK: 1743415, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01292", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risks\nWe have operations both within the United States and internationally, and we are exposed to market risks in the ordinary course of our business. These risks primarily include interest rate, foreign exchange and inflation risks, as well as risks relating to changes in the general economic conditions in the countries where we conduct business. To reduce these risks, we monitor the financial condition of our customers and limit credit exposure by collecting in advance and setting credit limits as we deem appropriate. In addition, our investment strategy has historically been to invest in financial instruments that are highly liquid and readily convertible into cash and that mature within three months from the date of purchase. To date, we have not used derivative instruments to mitigate the impact of our market risk exposures. We have also not used, nor do we intend to use, derivatives for trading or speculative purposes.\nInterest Rate Risk\nWe are exposed to market risk related to changes in interest rates.\nIn August 2019, we issued $500.0 million aggregate principal amount of the Notes. The Notes have a fixed annual interest rate of 0.125%; therefore, we do not have economic interest rate exposure with respect to the Notes. However, the fair value of the Notes is exposed to interest rate risk. Generally, the fair market value of the Notes will increase as interest rates fall and decrease as interest rates rise. In addition, the fair value of the Notes is affected by our common stock price. The fair value of the Notes will generally increase as our common stock price increases and will generally decrease as our common stock price declines. Additionally, we carry the Notes at face value less unamortized discount and issuance costs on our balance sheet, and we present the fair value for required disclosure purposes only.\nWe had cash and cash equivalents and marketable securities of $542.6 million at December 31, 2020. Our cash equivalents and marketable securities consist of highly liquid, investment-grade commercial paper, corporate bonds, and U.S. treasury bonds. The carrying amount of our cash equivalents and marketable securities reasonably approximates fair value due to the highly liquid nature of these instruments. The primary objectives of our investment activities are the preservation of capital, the fulfillment of liquidity needs and the fiduciary control of cash and investments. We do not enter into investments for trading or speculative purposes. Our investments are exposed to market risk due to fluctuations in interest rates, which may affect our interest income and the fair market value of our investments. Due to the short-term nature of our investment portfolio, however, we do not believe an immediate 10% increase or decrease in interest rates would have a material effect on the fair market value of our portfolio. We therefore do not expect our operating results or cash flows to be materially affected by a sudden change in market interest rates.\nWe do not believe our cash equivalents and marketable securities have significant risk of default or illiquidity. While we believe our cash equivalents and marketable securities do not contain excessive risk, we cannot provide absolute assurance that in the future our investments will not be subject to adverse changes in market value. In\naddition, we maintain significant amounts of cash and cash equivalents at one or more financial institutions that are in excess of federally insured limits. We cannot be assured that we will not experience losses on these deposits.\nForeign Currency Risk\nWhile we primarily transact with customers in the U.S. Dollar, we also transact in foreign currencies, including the Euro, British Pound, Canadian Dollar, Australian Dollar, Singapore Dollar, Philippine Peso, South African Rand, Malaysian Ringgit, Romanian Leu, Hong Kong Dollar, Japanese Yen, and Polish Zloty, due to foreign o", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1666134_2020.htm (CIK: 1666134, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01293", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nIndex\nPage\nManagement\u2019s Responsibilities for Financial Statements\nManagement\u2019s Report on Internal Control over Financial Reporting\nReport of Independent Registered Public Accounting Firm\nAudited Consolidated Financial Statements\nConsolidated Statements of Income\nConsolidated Statements of Comprehensive Income\nConsolidated Balance Sheets\nConsolidated Statements of Cash Flows\nConsolidated Statements of Stockholders\u2019 Equity\nNotes to Consolidated Financial Statements\nSelect Quarterly Financial Data (Unaudited)\nSupplementary Information on Oil and Gas Producing Activities (Unaudited)\nManagement\u2019s Responsibilities for Financial Statements\nTo the Stockholders of Marathon Oil Corporation:\nThe accompanying consolidated financial statements of Marathon Oil Corporation and its consolidated subsidiaries (\u201cMarathon Oil\u201d) are the responsibility of management and have been prepared in conformity with accounting principles generally accepted in the United States. They necessarily include some amounts that are based on best judgments and estimates. The financial information displayed in other sections of this Annual Report on Form 10-K is consistent with these consolidated financial statements.\nMarathon Oil seeks to assure the objectivity and integrity of its financial records by careful selection of its managers, by organization arrangements that provide an appropriate division of responsibility and by communications programs aimed at assuring that its policies and methods are understood throughout the organization.\nThe Board of Directors pursues its oversight role in the area of financial reporting and internal control over financial reporting through its Audit and Finance Committee. This Committee, composed solely of independent directors, regularly meets (jointly and separately) with the independent registered public accounting firm, management and internal auditors to monitor the proper discharge by each of their responsibilities relative to internal accounting controls and the consolidated financial statements.\n/s/ Lee M. Tillman/s/ Dane E. Whitehead\nChairman, President and Chief Executive OfficerExecutive Vice President and Chief Financial Officer\nManagement\u2019s Report on Internal Control over Financial Reporting\nTo the Stockholders of Marathon Oil Corporation:\nMarathon Oil\u2019s management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13(a) - 15(f) under the Securities Exchange Act of 1934). Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the consolidated financial statements.\nBecause of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements and even when determined to be effective, can only provide reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.\nAn evaluation of the design and effectiveness of our internal control over financial reporting, based on the 2013 framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, was conducted under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer. Based on the results of this evaluation, Marathon Oil\u2019s management concluded that its internal control over financial reporting was effective as of December 31, 2020.\nThe effectiveness of Marathon Oil\u2019s internal control over financial reporting as of December 31, 2020 has been audited by PricewaterhouseCoopers LLP, an independent registered public ", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 101778_2020.htm (CIK: 101778, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01294", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nExecutive Summary\nSet forth below is summary financial information for the years ended December 31, 2020, 2019 and 2018. This information is not necessarily indicative of results of future operations, and should be read in conjunction with Part I, Item 1A, \u201cRisk Factors,\u201d Part II, Item 7, \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d and the consolidated financial statements and accompanying notes thereto included in Part II, Item 8 of this Annual Report to fully understand factors that may affect the comparability of the information presented below.\nKey Business Metric - Non-GAAP Financial Measures\nOur management regularly monitors certain financial measures to track the progress of our business against internal goals and targets. We believe that the most important measure to the Company is Earnings Before Interest, Taxes, Depreciation, and Amortization (\u201cEBITDA\u201d).\nEBITDA is a non-GAAP financial measure. We believe EBITDA provides helpful information with respect to our operating performance as viewed by management, including a view of our business that is not dependent on (i) the impact of our capitalization structure and (ii) items that are not part of our day-to-day operations. Management uses EBITDA (1) to compare our operating performance on a consistent basis, (2) to calculate incentive compensation for our employees, (3) for planning purposes including the preparation of our internal annual operating budget, (4) to evaluate the performance and effectiveness of our operational strategies, and (5) to assess compliance with various metrics associated with the agreements governing our indebtedness. Accordingly, we believe that EBITDA provides useful information in understanding and evaluating our operating performance in the same manner as management. We define EBITDA as net income plus (a) total depreciation and amortization, (b) interest expense, net, and (c) income tax expense.\nThe following table is a reconciliation of Net income to EBITDA for the years ended December 31,\nUse of Non-GAAP Financial Measures\nEBITDA should be considered in addition to, not as a substitute for, or superior to, financial measures calculated in accordance with GAAP. It is not a measurement of our financial performance under GAAP\nand should not be considered as alternatives to revenue or net income, as applicable, or any other performance measures derived in accordance with GAAP and may not be comparable to other similarly titled measures of other businesses. EBITDA has limitations as an analytical tool and you should not consider it in isolation or as a substitute for analysis of our operating results as reported under GAAP.\nEBITDA does not reflect the impact of certain cash charges resulting from matters we consider not to be indicative of ongoing operations; and other companies in our industry may calculate EBITDA differently than we do, limiting its usefulness as a comparative measure.\nResults of Operations\nThe following tables summarize revenue results for the years ended December 31, 2020, 2019 and 2018:\nBecause many of our international customers require us to ship their orders to freight forwarders located in the United States, we cannot be certain about the ultimate destination of the product. The following table represents our estimate of sales by geographic regions based on our understanding of ultimate product destination based on customer interactions, customer locations and other factors for years ended December 31, 2020 and 2019:\nThe following table represents our estimate of sales by geographic regions based on our understanding of ultimate product destination based on customer interactions, customer locations and other factors for the years ended December 31, 2019 and 2018:\nRevenue\n2020 Compared with 2019\nProduct Revenue. Product revenue increased 21.4% for the year ended December 31, 2020 an", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax expense. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01295", "source": "edgar", "source_license": "public_domain", "text": "Item 1A.\nRisk Factors\nWe operate in a dynamic and rapidly changing business environment that involves substantial risk and uncertainty, and these risks may change over time. The following discussion addresses some of the risks and uncertainties that could cause, or contribute to causing, actual results to differ materially from expectations. In evaluating our business, you should pay particular attention to the descriptions of risks and uncertainties described below. If any of these risks actually occur, our business, financial condition, or results of operations could be materially and adversely affected.\nThe COVID-19 pandemic and related global economic impacts have adversely affected our business and are expected to continue to adversely affect our business, financial condition and results of operations. The global outbreak of COVID-19 was declared a pandemic by the World Health Organization and a national emergency by the U.S. Government in March 2020, and has negatively affected the U.S. and global economy. In response to this pandemic, federal, state, county and local governments and public health organizations and authorities around the world have implemented a variety of measures intended to control the spread of the virus including quarantines, \u201cstay-at-home\u201d orders, travel restrictions, school closures, business limitations and closures, social distancing and hygiene requirements. These measures have adversely affected workforces, customers, economies and global supply chains, and resulted in significant travel and transport restrictions - all of which have combined to lead to an economic downturn. It has also disrupted the normal operations of many businesses, including ours.\nAs a result of the COVID-19 pandemic, state and local governmental mandates required a forced shutdown of our facility which may impact us for an extended period. In response, in April 2020 we furloughed approximately 50% of our employee base at that time, principally within our operations area. While most of our operations employees subsequently have been phased back into employment, these actions materially impacted our productivity. Effective June 1, 2020, we also enacted a significant reduction-in-force, or RIF, that reduced our active workforce by approximately 25% and included the elimination of senior-level sales, marketing, information technology, and operations personnel as well as executive-level sales and marketing positions. Since March 2020, a significant number of our executive and staff employees have been and continue to be working from home. The widespread outbreak of COVID-19 could also adversely affect our workforce in terms of serious health issues and absenteeism, which could further materially impact our productivity. The pandemic has also interfered with general commercial activity related to our supply chain, including our raw material and components sources. We have experienced widespread instances of suppliers temporarily closing their operations, delaying order fulfillment or limiting their production, impacting our ability to produce finished goods and deliver to our customers. In our Traditional segment, our brick-and-mortar customers began closing their stores to foot traffic in March, with tentative plans to re-open on a rolling schedule that may lead into the fall timeframe or later. We have also experienced widespread instances of distributors reducing or closing their operations, impacting our ability to maintain significant levels of sales through our wholesale sales customers. In addition, trade shows, industry events and product demonstrations have been preemptively cancelled for the critical production season leading up to the calendar year-end 2020 holiday season. As a result, our selling activities and our ability to convert those activities into sales have been, and we expect will continue to be, adversely impacted by the pandemic. In our Online Channels segment, our transactional website charlesandcolva", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1015155_2020.htm (CIK: 1015155, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01296", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data.\nThe following selected consolidated financial data should be read in conjunction with Part II, Item 7, Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations and the consolidated financial statements and related notes included in Part II, Item 8, Financial Statements, of this Annual Report on Form 10-K. The selected consolidated statements of operations data presented below for the years ended April 30, 2020, 2019 and 2018 and the consolidated balance sheet data as of April 30, 2020 and 2019 are derived from our audited consolidated financial statements that are included elsewhere in this Annual Report on Form 10-K. The consolidated balance sheet data as of April 30, 2018 is derived from our audited consolidated financial statements not included in this Annual Report on Form 10-K. The selected consolidated financial data in this section are not intended to replace our consolidated financial statements and the related notes, and are qualified in their entirety by the consolidated financial statements and related notes included elsewhere in Annual Report on Form 10-K. Our historical results are not necessarily indicative of our future results.\nConsolidated Statements of Operations:\n(1) Includes stock-based compensation expense as follows:\n(2) Includes employer payroll taxes on employee stock transactions as follows (information for fiscal year 2018 is not meaningful):\n(3) Includes amortization of acquired intangibles as follows:\n(4) Includes acquisition-related expenses as follows:\nConsolidated Balance Sheet Data:\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1707753_2020.htm (CIK: 1707753, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01297", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nInterest Rate and Market Risk\nThe primary objective of our investment activities is to preserve principal while supporting the Company's liquidity requirements. To achieve this objective, we maintain a diversified portfolio of cash equivalents and short- and long-term investments in a variety of high quality securities, including U.S. treasury and U.S. government agency securities, taxable and tax-exempt municipal notes, corporate notes and bonds, commercial paper, non-U.S. government agency securities, cash deposits, and money market funds. The securities are classified as available-for-sale and consequently are recorded at fair value with unrealized gains or losses reported as a separate component of accumulated other comprehensive loss. The weighted average duration of our portfolio as of December 31, 2020, was approximately 0.7 years. If interest rates rise, the market value of our investments may decline, which could result in a realized loss if we are forced to sell an investment before its scheduled maturity. A hypothetical increase in interest rate by 25 basis points would have resulted in a decrease in the fair value of our net investment position of approximately $10.5 million as of December 31, 2020. We do not utilize derivative financial instruments to manage our interest rate risks.\nUncertain financial markets could result in a tightening in the credit markets, a reduced level of liquidity in many financial markets, and extreme volatility in fixed income and credit markets. The credit ratings of the securities we have invested in could deteriorate and may have an adverse impact on the carrying value of these investments.\nForeign Exchange Risk\nThe majority of our revenue, expense, and capital purchasing activities are transacted in U.S. dollars. However, we generally sell our products and services in local currencies where we have direct distribution channels. We operate in a number of markets on a direct sales basis and incur operating expenses in local currencies. We also purchase certain product components from non-U.S. suppliers in local currency. As a result, because a portion of our operations consist of sales activities outside of the U.S., we have foreign exchange exposures to non-U.S. dollar revenues, operating expenses, accounts receivable, accounts payable, and foreign currency bank balances.\nFor the year ended December 31, 2020, sales denominated in foreign currencies were approximately 23% of total revenue. The objective of our hedging program is to mitigate the impact of changes in currency exchange rates on our net cash flow from foreign currency denominated sales and expenses. For the year ended December 31, 2020, our revenue would have decreased by approximately $72.6 million if the U.S. dollar exchange rate strengthened by 10%. We also hedge the net recognized non-functional currency balance sheet exposures with foreign exchange forward contracts to reduce the risk that our earnings and cash flows will be adversely affected by changes in exchange rates. A 10% strengthening of the U.S. dollar exchange rate against all currencies to which we have exposure, after considering foreign currency hedges and offsetting positions as of December 31, 2020, would have resulted in an approximately $1.7 million increase in the carrying amounts of those net assets. Actual gains and losses in the future may differ materially from the hypothetical gains and losses discussed above based on changes in the timing and amount of foreign currency exchange rate movements and our actual exposure and hedging transactions. Bank counterparties to foreign exchange forward contracts expose us to credit-related losses in the event of their nonperformance. To mitigate that risk, we only contract with counterparties that meet certain minimum requirements under our counterparty risk assessment process. We monitor credit ratings and potential downgrades on at least ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1035267_2020.htm (CIK: 1035267, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01298", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors.\nThe following section includes the most significant factors that may adversely affect our business and operations. You should carefully consider the risks and uncertainties described below and all information contained in this Annual Report on Form 10-K before deciding to invest in our common stock. If any of the following risks actually occur, our business, financial condition, results of operations and growth prospects would likely be materially and adversely affected. In that event, the trading price of our common stock could decline, and you could lose all or part of your investment.\nSummary of Risk Factors\nAn investment in us is subject to a number of risks, including risks related to our financial position and capital requirements, risks related to the discovery, development and regulatory approval of our product candidates, risks related to our reliance on third parties, risks related to commercialization of our product candidates, risks related to our business operations and industry, risks related to intellectual property and risks related to making an investment in our securities. The following list summarizes some, but not all, of these risks. Please read the information in the following section entitled in its entirety for a more thorough description of these and other risks.\n\u2022\nWe anticipate that we will continue to incur significant losses for the foreseeable future, and if we are unable to achieve and sustain profitability, the market value of our common stock will likely decline.\n\u2022\nIf we are unable to obtain regulatory approval to market avacopan or other drug products in the United States and foreign jurisdictions, we will not be permitted to commercialize such drug products.\n\u2022\nEven if we obtain regulatory approval for avacopan in ANCA vasculitis, or for any of our other drug candidates for other indications, we or our collaborative partners will still face extensive regulatory requirements and our drug products may face future development and regulatory difficulties.\n\u2022\nIf any of our drug candidates receives regulatory approval and we or others later identify undesirable side effects caused by the drug candidate, our ability to market and derive revenue from the drugs could be compromised.\n\u2022\nEven if our drug candidates do obtain regulatory approval they may never achieve market acceptance or commercial success.\n\u2022\nThe development of new drugs is a highly risky undertaking which involves a lengthy process, and our drug discovery and development activities therefore may not result in products that are approved for marketing and sale by the applicable regulatory authorities on the time schedule we have planned, or at all, or result in substantial payments to us.\n\u2022\nIf we are required to suspend or discontinue clinical trials due to side effects or other safety risks, or if we are required to conduct studies on the long-term effects associated with the use of our drug candidates, our efforts to commercialize our products could be delayed or halted.\n\u2022\nInterim, \u201ctop-line,\u201d and preliminary data from our clinical trials that we announce or publish from time to time may change as more patient data become available and are subject to audit and verification procedures that could result in material changes in the final data.\n\u2022\nWe rely on third parties to conduct all our preclinical studies and clinical trials. If these third parties do not successfully carry out their contractual duties or meet expected deadlines, we may be unable to obtain regulatory approval for or commercialize any of our drug candidates.\n\u2022\nThe terms of our credit facility place restrictions on our operating and financial flexibility.\n\u2022\nAny orphan drug designations we receive may not confer marketing exclusivity or other benefits.\n\u2022\nWe rely on third party contract manufacturing organizations to manufacture and supply our drug candidates for us. If one of our suppliers or manufacturers fails to perform adequately or fulfill our needs", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1340652_2020.htm (CIK: 1340652, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01299", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nRISKS RELATED TO OUR BUSINESS\nWar, terrorism, other acts of violence or natural or manmade disasters such as a global pandemic may affect the markets in which the Company operates, the Company's customers, the Company's delivery of products and customer service, and could have a material adverse impact on our business, results of operations, or financial condition.\nThe Company's business may be adversely affected by instability, disruption or destruction in the geographic regions in which it operates, regardless of cause, including war, terrorism, riot, civil insurrection or social unrest, and natural or manmade disasters, including famine, food, fire, earthquake, storm or pandemic events and spread of disease (including the recent outbreak of the coronavirus commonly referred to as \"COVID- 19\"). Such events may cause customers to suspend their decisions on using the Company's services and otherwise affect their ability to meet their obligations to us by making payments on our existing equipment leases, make it impossible to contact our customers and potential customers as well as potential sources of future financing, for our customers to visit our physical locations, and give rise to sudden significant changes in regional and global economic conditions and cycles that could interfere with our existing business as well as our planned expansion into the mobility business. These events also pose significant risks to the Company's personnel and to physical facilities and operations, which could materially adversely affect the Company's financial results.\nThe ongoing circumstances resulting from the COVID-19 virus outbreak magnify the challenges faced from our continuing efforts to introduce and sell our services in a challenging environment and could have an impact on our business and financial results.\nWe have a history of losses and can provide no assurance of our future operating results.\nWe have experienced net losses and negative cash flows from operating activities, and we expect such losses and negative cash flows to continue in the foreseeable future. As of December 31, 2020, and 2019, we had working capital deficit of $4,784,105 and $5,935,500, respectively. For the years ended December 31, 2020 and 2019, we incurred net losses of $1,270,650 and $10,123,380, respectively. The opinion of our independent registered public accountants on our audited financial statements as of and for the years ended December 31, 2020 and 2019 contains an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon raising capital from financing transactions and future sales.\nWe have a limited operating history, which may make it difficult to evaluate our future prospects and may increase the risk that we will not be successful.\nWe have a relatively short operating history and have been delivering SWARM solutions, our proprietary audience-driven business intelligence solution, since January 2018, and are now in the process of building SWARM into a SaaS (software-as-a-service) solution. As a result, it may be difficult to evaluate in an investment in our stock. Furthermore, we operate in an industry that is characterized by rapid technological innovation, intense competition, changing customer needs and frequent introduction of new products, technologies and services. We have encountered, and we will continue to encounter, risks and uncertainties frequently experienced by companies in evolving industries. If our assumptions regarding these risks and uncertainties, which we use to plan our business, are incorrect or change in reaction to changes in the market, or we do not address these risks successfully, our operating and financial results could differ materially from our expectations, and our business could suffer.\nOur future success will depend in large part on our ability to, among other things:\n\u25cf market acceptance of", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 743758_2020.htm (CIK: 743758, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01300", "source": "edgar", "source_license": "public_domain", "text": "Item 8.\nFinancial Statements and Supplementary Data\nOur Financial Statements of are attached as Appendix A (following Exhibits) and included as part of this Form 10-K Report. A list of our Financial Statements is provided in response to Item 15 of this Form 10-K Report.\nItem 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1766352_2020.htm (CIK: 1766352, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01301", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk\nThe Corporation and ESH REIT may seek to reduce earnings and cash flow volatility associated with changes in interest rates and commodity prices by entering into financial arrangements to provide a hedge against a portion of the risks associated with such volatility, when applicable. We have exposure to such risks to the extent they are not hedged. We may enter into derivative financial arrangements to the extent they meet the foregoing objectives. We do not use derivatives for trading or speculative purposes.\nThe Corporation\nThe Corporation currently has limited exposure to market risk from changes in interest rates. As of December 31, 2020, the Corporation's variable rate debt consisted of $49.8 million drawn on its revolving credit facility. If market rates of interest were to fluctuate by 1.0%, interest expense would increase or decrease by $0.5 million annually, assuming that the amount of outstanding Corporation variable rate debt remains at $49.8 million.\nESH REIT\nAs of December 31, 2020, $623.0 million of ESH REIT\u2019s outstanding gross debt of $2.7 billion had a variable interest rate. ESH REIT is a counterparty to an interest rate swap at a fixed rate of 1.175%. The notional amount of the interest rate swap as of December 31, 2020 was $100.0 million, which is reduced by $50.0 million every six months until the swap matures in September 2021. The remaining $523.0 million of outstanding variable interest rate debt not subject to the interest rate swap remains subject to interest rate risk. If market rates of interest were to fluctuate by 1.0%, interest expense would increase or decrease by $5.2 million annually, assuming that the amount outstanding under ESH REIT\u2019s unhedged variable interest rate debt remains at $523.0 million.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1581164_2020.htm (CIK: 1581164, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01302", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\nEmerging growth companies are not required to provide the information required by this item.\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1445831_2020.htm (CIK: 1445831, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01303", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nYou should carefully consider each of the following risks, which we believe are the principal risks that we face and of which we are currently aware, and all of the other information in this report. The risks described below relate to our business, governmental regulations, financial conditions and markets, the Spin-off, and our securities.\nShould any of the following risks and uncertainties develop into actual events, our business, financial condition or results of operations could be materially and adversely affected, the trading price of our common stock could decline, and you could lose all or part of your investment.\nRISKS RELATED TO OUR BUSINESS\nA significant portion of our revenue is derived from a few large contracts, and the loss or material reduction of any of these contracts could have a material adverse effect on our results of operations and cash flows.\nAggregate revenue from our two largest contracts amounted to approximately $0.7 billion, or 48.3% of our revenue for the year ended December 31, 2020. As of December 31, 2020, our two largest contracts were the K-BOSSS and the OMDAC-SWACA contracts. The K-BOSSS contract is exercised through September 28, 2021. The K-BOSSS contract was re-competed as a CENTCOM task order under the Logistics Civil Augmentation Program Five (LOGCAP V) contract vehicle, which was awarded on April 12, 2019. Each basic IDIQ contract ordering period is an initial five-year ordering period with options for five additional one-year ordering periods. Vectrus is one of the four award recipients of the basic IDIQ contract and received task orders in the INDOPACOM Setting the Theater Task Order and associated Performance Task Order and the CENTCOM Setting the Theater Task Order and associated Performance Task Order (the LOGCAP V Award). The OMDAC-SWACA contract was re-competed in 2020, and on December 29, 2020, the U.S. Army announced that we were re-awarded this contract. Performance on the newly awarded contract began on March 1, 2021. The new award is an approximately $882.5 million cost-plus-fixed-fee contract with an estimated completion date of December 26, 2025.\nThe K-BOSSS and OMDAC-SWACA contracts each accounted for more than 10% of our revenue for the year ended December 31, 2020 and the transition from K-BOSSS to LOGCAP V, and the re-compete award of the OMDAC-SWACA contract will continue to have a significant impact on our revenue. Our revenue, results of operations and cash flows are highly dependent on these existing contracts and the continued transition to LOGCAP V. The loss or material reduction of any of these contracts could have a material adverse effect on our revenue, results of operations and cash flows. See \"Significant Contracts\" in Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations, in this Annual Report on Form 10-K.\nWe may not be successful in winning new contracts or recompeting our existing contracts, which could have an adverse impact on our business and prospects.\nOur contracts with the federal government are typically awarded through a rigorous competitive bidding process. This competitive bidding process presents a number of risks, including the following:\n\u2022We may bid on programs for which the work activities, deliverables, and timelines are vague or for which the solicitation incompletely describes the actual work, which may result in inaccurate pricing assumptions;\n\u2022We may incur substantial costs and spend a significant amount of managerial time and effort preparing bids and proposals; and\n\u2022We may realize the lost opportunity cost of not bidding on and winning other contracts that we may have pursued otherwise.\nIf we are unable to win a particular new contract, we may be prevented from providing the customer the services that are purchased under that contract for a number of years.\nIn addition, we face rigorous competition and pricing pressures for any additional contract awards from the U.S. go", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1601548_2020.htm (CIK: 1601548, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01304", "source": "edgar", "source_license": "public_domain", "text": "Item 7A.Quantitative and Qualitative Disclosures About Market Risk.\nWe are exposed to market risks related to changes in foreign currency exchange rates and interest rates. We believe our exposure to market risks is immaterial.\nExchange Rate Sensitivity\nWe are exposed to market risks associated with changes in foreign currency exchange rates because we generate a portion of our revenues and incur a portion of our expenses in currencies other than the U.S. dollar. As of December 31, 2020, we were exposed to changes in exchange rates between the U.S. dollar and the Canadian dollar, Indian rupee, Chinese yuan, British pound, euro, Colombian peso and Serbian dinar. We hedge material foreign currency exchange rate exposures when feasible using forward contracts. These instruments are subject to fluctuations in foreign currency exchange rates and credit risk. Credit risk is managed through careful selection and ongoing evaluation of the financial institutions utilized as counterparties. Refer to Note 14, Derivatives, in the Notes to Consolidated Financial Statements for further discussion.\nInterest Rate Sensitivity\nAs of December 31, 2020, there was no outstanding balance and $124.8 million of available borrowing capacity under our credit facility. To the extent we have outstanding borrowings under the credit facility, our interest expense will fluctuate as the interest rate for the line of credit floats based, at our option, on the prime rate plus a margin or the one-month LIBOR rate plus a margin.\nDuring the third quarter of 2018 and 2020, we issued the 2023 Notes and the 2025 Notes, respectively, which have a fixed interest rate of 2.375% and 1.250%, respectively. The fair value of the Notes may increase or decrease for various reasons, including fluctuations in the market price of our common stock, fluctuations in market interest rates and fluctuations in general economic conditions. Based upon the quoted market price as of December 31, 2020, the fair value of the 2023 Notes and 2025 Notes was approximately $7.1 million and $263.4 million, respectively.\nWe had unrestricted cash and cash equivalents totaling $83.2 million at December 31, 2020 and $70.7 million at December 31, 2019. The unrestricted cash and cash equivalents are primarily held for working capital purposes and acquisitions. We do not enter into investments for trading or speculative purposes.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1085869_2020.htm (CIK: 1085869, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01305", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6.\nSELECTED FINANCIAL DATA\nFactors affecting the comparability of our Selected Financial Data are as follows:\n\u2022\nDuring the year ended February 29, 2020, the provision for income taxes reflected a tax expense of $34.6 million primarily related to a valuation allowance recorded during the year on our domestic net deferred tax assets that the Company believes are more likely than not that they will not be realized. See Note 13 to the accompanying consolidated financial statements for additional information on this matter.\n\u2022\nDuring fiscal year ended February 29, 2020, we recorded impairment loss of $19.1 million, which consists of write-offs of intangible assets for tradenames and dealer relationships associated with LoJack products, right-of-use assets for tower infrastructure leases resulting from early terminations and property and equipment associated with the terminated towers.\n\u2022\nIn October and November 2019, we entered into separate, privately negotiated purchase agreements to repurchase approximately $94.9 million in aggregate principal amount of these notes for $94.7 million. The repurchase resulted in $2.4 million of loss on extinguishment of debt See Note 10 to the accompanying consolidated financial statements for additional information on the convertible notes.\n\u2022\nThe new trial for Omega patent infringement claim began on September 23, 2019 in the U.S. District Court for the Middle District of Florida, and on September 30, 2019, the jury determined that the we infringed two of the four patents; however, the jury found that there was no willful infringement. On November 26, 2019 the U.S. District Court for the Middle District of Florida entered judgment, awarding Omega damages of $4.6 million, together with pre-judgment interest in the amount of $0.8 million through September 30, 2019. In connection with this claim, we have accrued our best estimate of the probable liability based on reasonable royalty rates for similar technologies for the fiscal year ended February 29, 2020. See Note 19 to the accompanying consolidated financial statements for additional information on this matter.\n\u2022\nOn April 12, 2019, we acquired Synovia Solutions, a North American market leader in fleet safety and management for K-12 school bus and state and local government fleets, for a total cash purchase of $49.8 million. See Note 2 to the accompanying consolidated financial statements for additional information on this acquisition.\n\u2022\nOn April 8, 2019, the U.S. Court of Appeals for the Federal Circuit (the \u201cFederal Circuit\u201d) vacated all compensatory and enhanced damages and attorney\u2019s fees awarded by the trial court to the plaintiff in the Omega patent infringement lawsuit. The Federal Circuit also set aside the jury\u2019s verdict that our alleged infringement was willful, and remanded the case for a new trial. As a result, we reversed substantially all of the $19.1 million of the previously accrued legal reserve during the fourth quarter of fiscal 2019. The reversal of the loss contingency was recorded in general and administrative expense for the fiscal year ended February 28, 2019. See Note 19 to the accompanying consolidated financial statements for additional information on this matter.\n\u2022\nOn March 19, 2019, we completed the acquisition of LoJack Mexico, the exclusive licensee of LoJack technology for the Mexican market, for a purchase price of $14.3 million. See Note 2 to the accompanying consolidated financial statements for additional information on this acquisition.\n\u2022\nAs of February 28, 2019, we had made loans aggregating \u00a35,700,000, or approximately $7.6 million to Smart Driver Club, an equity method investee, which bear interest at an annual interest rate of 8% with all principal and all unpaid interest due in 2021. Our equity in the net loss of Smart Driver Club amounted $1.8 million, $1.4 million and $1.3 million for the fiscal years ended February 28, 2019, 2018 and 2017. As of February 28, 2019, we determined that this investment i", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax expense, deferred tax. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01306", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nFactors Affecting Our Business\nThe following factors describe some of the assumptions, risks, uncertainties and other factors that could adversely affect our business or that could necessitate unforeseen changes to the ways we operate our businesses or could otherwise result in changes that differ materially from our expectations. In addition to the specific factors mentioned in this report, we may also be affected by other factors that affect businesses generally such as global or regional changes in economic, business or political conditions, acts of war, terrorism, pandemics, climate change and natural disasters.\nMarket and Liquidity Risks\nOur business is subject to significant credit risk.\nIn the normal course of our businesses, we are involved in the execution, settlement and financing of various customer and principal securities and derivative transactions. These activities are transacted on a cash, margin or delivery-versus-payment basis and are subject to the risk of counterparty or customer nonperformance. Even when transactions are collateralized by the underlying security or other securities, we still face the risks associated with changes in the market value of the collateral through settlement date or during the time when margin is extended and collateral has not been secured or the counterparty defaults before collateral or margin can be adjusted. We may also incur credit risk in our derivative transactions to the extent such transactions result in uncollateralized credit exposure to our counterparties.\nWe seek to control the risk associated with these transactions by establishing and monitoring credit limits and by monitoring collateral and transaction levels daily. We may require counterparties to deposit additional collateral or return collateral pledged. In certain circumstances, we may, under industry regulations, purchase the underlying securities in the market and seek reimbursement for any losses from the counterparty. However, there can be no assurances that our risk controls will be successful.\nA credit-rating agency downgrade could significantly impact our business.\nMaintaining an investment grade credit rating is important to our business and financial condition. If our credit ratings were downgraded, or if rating agencies indicate that a downgrade may occur, our business, financial position and results of operations could be adversely affected and perceptions of our financial strength could be damaged, which could adversely affect our client relationships. Additionally, we intend to access the capital markets and issue debt securities from time to time, and a decrease in our credit ratings or outlook could adversely affect our liquidity and competitive position, increase our borrowing costs, decrease demand for our debt securities and increase the expense and difficulty of financing our operations. In addition, in connection with certain over-the-counter derivative contract arrangements and certain other trading arrangements, we may be required to provide additional collateral to counterparties, exchanges and clearing organizations in the event of a credit rating downgrade. Such a downgrade could also negatively impact the prices of our debt securities. There can be no assurance that our credit ratings will not be downgraded.\nOur principal trading and investments expose us to risk of loss.\nA considerable portion of our revenues is derived from trading in which we act as principal. We may incur trading losses relating to the purchase, sale or short sale of fixed income, high yield, international, convertible, and equity securities, loans, derivative contracts and commodities for our own account. In any period, we may experience losses on our inventory positions as a result of the level and volatility of equity, fixed income and commodity prices (including oil prices), lack of trading volume and illiquidity. From time to time, we may engage in a large block trade in a single secur", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1084580_2020.htm (CIK: 1084580, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01307", "source": "edgar", "source_license": "public_domain", "text": "Item 6 - Selected Financial Data\n(1) Amounts presented are used in the two-class earnings per common share calculation. This method was adopted by the Company in second quarter of 2019.\n(2) See section entitled \"GAAP Reconciliation and Management Explanation of Non-GAAP Financial Measures\" below for a reconciliation to most comparable GAAP equivalent.\n(3) Presented on a tax equivalent basis using a 35% tax rate for the 2016 and 2017 periods and a 21% tax rate for the 2018, 2019, and 2020 periods.\nGAAP Reconciliation and Management Explanation of Non-GAAP Financial Measures\nSome of the financial measures included in this report are not measures of financial condition or performance recognized by GAAP. These non-GAAP financial measures include tangible common shareholders' equity, tangible book value per common share and the ratio of tangible common equity to tangible assets, net income and diluted earnings per common share excluding acquisition and due diligence fees as well as allowance for loan loss as a percentage of total loans excluding PPP loans. Our management uses these non-GAAP financial measures in its analysis of our performance, and we believe that providing this information to financial analysts and investors allows them to evaluate capital adequacy, as well as better understand and evaluate the Company\u2019s core financial results for the periods in question.\nThe following presents these non-GAAP financial measures along with their most directly comparable financial measures calculated in accordance with GAAP:\nItem 7", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1412707_2020.htm (CIK: 1412707, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01308", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\n\ufeff\nThe information required by this Item will be included in the Company\u2019s 2021 Proxy Statement to be filed with the SEC and is incorporated herein by reference.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1692427_2020.htm (CIK: 1692427, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01309", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nThe following management\u2019s discussion and analysis of financial condition and results of operations should be read in conjunction with our audited consolidated financial statements and notes thereto contained elsewhere in this Report. This discussion contains forward-looking statements based on current expectations that involve risks and uncertainties. Actual results and the timing of certain events may differ significantly from those projected in such forward-looking statements.\nOverview\nWe are a New York-based real estate finance company taxed as a REIT that specializes in originating, servicing and managing a portfolio of first mortgage loans. We offer short-term, secured, non-banking loans (sometimes referred to as \u201chard money\u201d loans), which we may renew or extend on, before or after their initial term expires, to real estate investors to fund their acquisition, renovation, rehabilitation or development of residential or commercial properties located in the New York metropolitan area, including New Jersey and Connecticut, and in Florida. As a REIT, we are required to distribute at least 90% of our REIT taxable income to our shareholders on an annual basis.\nIn order to maintain our qualification for taxation as a REIT, we are required to distribute at least 90% of our REIT taxable income to our shareholders each year. To the extent we distribute less than 100% of our taxable income to our shareholders (but more than 90%) we will maintain our qualification for taxation as a REIT, but the undistributed portion will be subject to regular corporate income taxes. As a REIT, we may also be subject to federal excise taxes and minimum state taxes. We also intend to operate our business in a manner that will permit us to maintain our exemption from registration under the Investment Company Act. In addition, in order for us to qualify for taxation as a REIT, not more than 50% in value of our outstanding common shares may be owned, directly or indirectly, by five or fewer individuals (as defined in the Code to include certain entities) at any time during the last half of each taxable year, and at least 100 persons must beneficially own our stock during at least 335 days of a taxable year of 12 months, or during a proportionate portion of a shorter taxable year. To help ensure that we meet the tests, our restated certificate of incorporation restricts the acquisition and ownership of our capital stock. The ownership limitation is fixed at 4.0% of our outstanding shares of capital stock, by value or number of shares, whichever is more restrictive.\nThe properties securing the loans are generally classified as residential or commercial real estate and, typically, are not income producing. Each loan is secured by a first mortgage lien on real estate. In addition, each loan is personally guaranteed by the principal(s) of the borrower, which guarantee may be collaterally secured by a pledge of the guarantor\u2019s interest in the borrower. The face amount of the loans we originated in the past seven years ranged from $30,000 to a maximum of $2.5 million. Our lending policy limits the maximum amount of any loan to the lower of (i) 9.9% of the aggregate amount of our loan portfolio (not including the loan under consideration) and (ii) $3 million. Our loans typically have a maximum initial term of 12 months bearing interest at a fixed rate of 9% to 14% per year. In addition, we usually receive origination fees or \u201cpoints\u201d ranging from 0% to 2% of the original principal amount of the loan as well as other fees relating to underwriting and funding the loan. Interest is always payable monthly, in arrears. In the case of acquisition financing, the principal amount of the loan usually does not exceed 75% of the value of the property (as determined by an independent appraiser) and in the case of construction financing, it is typically up to 80% of construction co", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01310", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures about Market Risk\nCash and marketable securities are deposited with major banks throughout the world. Such deposits are placed with high quality institutions and the amounts invested in any single institution are limited to the extent possible in order to minimize concentration of counterparty credit risk. Marketable securities may consist of time deposits, registered money market funds, U.S. agency securities, U.S. Treasury securities, commercial paper, non-U.S. government securities and corporate debt securities. We have not incurred any credit risk losses related to deposits in cash or investments in marketable securities.\nCertain of our contracts are subject to foreign currency risk. We limit exposure to foreign currency fluctuations in most of our engineering and construction contracts through provisions that require client payments in currencies corresponding to the currency in which cost is incurred. As a result, we generally do not need to hedge foreign currency cash flows for contract work performed. However, in cases where revenue and expenses are not denominated in the same currency, we may hedge our exposure, if material and if an efficient market exists, as discussed below.\nWe utilize derivative instruments to mitigate certain financial exposures, including currency and oil price risk associated with engineering and construction contracts, currency risk associated with monetary assets and liabilities denominated in nonfunctional currencies and risk associated with interest rate volatility. As of December 31, 2020, we had total gross notional amounts of $977 million of foreign currency contracts (primarily related to the Canadian Dollar, Chinese Yuan, British Pound, Euro, Indian Rupee and Philippine Peso) and $28 million of commodity contracts. The foreign currency and commodity contracts are of varying duration, none of which extend beyond December 2024. Our historical gains and losses associated with foreign currency contracts have typically been immaterial, and have largely mitigated the exposures being hedged. We do not enter into derivative transactions for speculative purposes.\nOur results reported by foreign subsidiaries with non-U.S. dollar functional currencies are also affected by foreign currency volatility. When the U.S. dollar appreciates against the non-U.S. dollar functional currencies of these subsidiaries, our reported revenue, cost and earnings, after translation into U.S. dollars, are lower than what they would have been had the U.S. dollar depreciated against the same foreign currencies or if there had been no change in the exchange rates.\nOur long-term debt obligations typically carry a fixed-rate coupon, and therefore, our exposure to interest rate risk is not material.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1124198_2020.htm (CIK: 1124198, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01311", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nOur Operations\nGLPI is a self-administered and self-managed Pennsylvania REIT. The Company was formed from the 2013 tax-free spin-off of the real estate assets of Penn and was incorporated in Pennsylvania on February 13, 2013, as a wholly-owned subsidiary of Penn. On November 1, 2013, Penn contributed to GLPI, through a series of internal corporate restructurings, substantially all of the assets and liabilities associated with Penn's real property interests and real estate development business, as well as the assets and liabilities of the TRS Properties and then spun-off GLPI to holders of Penn's common and preferred stock in the Spin-Off. The Company elected on its U.S. federal income tax return for its taxable year that began on January 1, 2014 to be treated as a REIT and the Company, together with an indirect wholly-owned subsidiary of the Company, GLP Holdings, Inc., jointly elected to treat each of GLP Holdings, Inc., Louisiana Casino Cruises, Inc. (d/b/a Hollywood Casino Baton Rouge) and Penn Cecil Maryland, Inc. (d/b/a Hollywood Casino Perryville) as a \"taxable REIT subsidiary\" effective on the first day of the first taxable year of GLPI as a REIT. In addition, during 2020, the Company and Tropicana LV, LLC, a wholly owned subsidiary of the Company which holds the real estate of Tropicana Las Vegas, elected to treat Tropicana LV, LLC as a \u201ctaxable REIT subsidiary\u201d. As a result of the Spin-Off, GLPI owns substantially all of Penn's former real property assets (as of the consummation of the Spin-Off) and leases back most of those assets to Penn for use by its subsidiaries, under the Penn Master Lease and owns and operates the TRS Properties through its indirect wholly-owned subsidiary, GLP Holdings, Inc. The assets and liabilities of GLPI were recorded at their respective historical carrying values at the time of the Spin-Off.\nGLPI's primary business consists of acquiring, financing, and owning real estate property to be leased to gaming operators in triple-net lease arrangements. As of December 31, 2020, GLPI's portfolio consisted of interests in 48 gaming and related facilities, including the TRS Segment, the real property associated with 33 gaming and related facilities operated by Penn, the real property associated with 7 gaming and related facilities operated by Caesars, the real property associated with 4 gaming and related facilities operated by Boyd and the real property associated with the Casino Queen in East St. Louis, Illinois. These facilities, including our corporate headquarters building, are geographically diversified across 16 states and contain approximately 24.3 million square feet. As of December 31, 2020, our properties were 100% occupied. We expect to continue growing our portfolio by pursuing opportunities to acquire additional gaming facilities to lease to gaming operators under prudent terms.\nAmended Pinnacle Master Lease, Boyd Master Lease and Belterra Park Lease\nIn April 2016, the Company acquired substantially all of the real estate assets of Pinnacle for approximately $4.8 billion. GLPI originally leased these assets back to Pinnacle, under the Pinnacle Master Lease, the term of which expires on April 30, 2031, with no purchase option, followed by four remaining 5-year renewal options (exercisable by the tenant) on the same terms and conditions. On October 15, 2018, the Company completed the previously announced Penn-Pinnacle Merger to accommodate Penn's acquisition of the majority of Pinnacle's operations, pursuant to a definitive agreement and plan of merger between Penn and Pinnacle, dated December 17, 2017. Concurrent with the Penn-Pinnacle Merger, the Company amended the Pinnacle Master Lease to allow for the sale of the operating assets of Ameristar Casino Hotel Kansas City, Ameristar Casino Resort Spa St. Charles and Belterra Casino Resort from Pinnacle to Boyd and entered into the Boyd Master ", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01312", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nThe following discussion and analysis of financial condition and results of operations should be read in conjunction with our financial statements and related notes included elsewhere in this report. This discussion contains forward-looking statements that involve risks, uncertainties and assumptions. See \u201cNote Regarding Forward-Looking Statements.\u201d Our actual results could differ materially from those anticipated in the forward-looking statements as a result of certain factors discussed in \u201cRisk Factors\u201d and elsewhere in this report.\nOverview\nBecause we changed our fiscal year from the year ended September 30 to the calendar year by filing a transition report on Form 10-K on March 27, 2020, we are presenting information for the years ended December 31, 2020 and 2019, the three months ended December 31, 2019 and 2018.\nSince January 30, 2017, following a change of control, we have been engaged in the business of developing and marketing nutritional products that promote wellness and a healthy lifestyle. Our business to date has involved the purchase of products from three suppliers in Taiwan and the sale of these products to four unrelated customers, one of which accounted for all of our sales in the years ended December 31, 2020 and 2019. We did not have any sales during the second, third and fourth quarters of 2020 and the first three quarters of 2019. We sell product in bulk to companies who may use our products as ingredients in their products or sell the products they purchase from us to their own customers.\nAll of our sales to date have been sales of cordyceps related products and, in the quarter ended June 30, 2018, metallothionein MT-3 elizer. Cordyceps is a fungus that is used in traditional Chinese medicine. Cordyceps sinensis has been described as a medicine in old Chinese medical books and Tibetan medicine. It is a rare combination of a caterpillar and a fungus and found at altitudes above 4500m in Sikkim. The encoded protein in metallothionein MT-3 is a growth inhibitory factor, and reduced levels of the protein are observed in the brains of individuals with some metal-linked neurodegenerative disorders such as Alzheimer\u2019s disease. Our present inventory is for cordyseps products. We have not sold metallothionein MT-3 elizer since the quarter ended June 30, 2018 and we do not have any orders for metallothionein MT-3 elizer. We cannot assure you that we will be able to sell metallothionein MT-3 elizer in the future. We may also seek to market other products which we see as complimentary to our present products; however, we have not entered into negotiations with respect to the distribution of other products, and we cannot assure you that we will be able to market any other products.\nAll of our revenue for the years ended December 31, 2020 and 2019 represents sales to one customer which were made during the three months ended March 31, 2020 and the three months ended December 31, 2019. We believe that our failure to sell products in the second, third and fourth quarters of 2020 resulted substantially from the COVID - 19 pandemic and actions taken by governments to address the pandemic. We believe our failure to generate sales during the first three quarters of 2019 reflects a downturn in the market in the PRC for cordyseps products as well as the political conditions in Hong Kong, and we cannot assure you that the market will improve. We also cannot assure you the political instability in Hong Kong will not affect our sales, since our customers in 2017 and 2018 were Hong Kong based customers who sold their products in the PRC and none of these customers has made purchases from us since the quarter ended December 31, 2018. We cannot assure you that these factors will not affect our ability to generate revenues in the future and, to the extent that any of these factors affects our ability to generate revenue, we may not be able", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1622996_2020.htm (CIK: 1622996, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01313", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7.MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nThe Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is designed to enhance overall financial disclosure with commentary on the operating results, liquidity, capital resources, and financial condition of Raven Industries, Inc. (the Company or Raven). This commentary provides management's analysis of the primary drivers of year-over-year changes in key financial statement elements, business segment results, and the impact of accounting principles on the Company's financial statements. The most significant risks and uncertainties impacting the operating performance and financial condition of the Company are discussed in section Item 1A. \"Risk Factors\" of this Annual Report on Form 10-K (Form 10-K).\nThis discussion should be read in conjunction with Raven's Consolidated Financial Statements and notes thereto in Item 8 of this Form 10-K.\nThe MD&A is organized as follows:\n\u2022Executive Summary\n\u2022Results of Operations - Segment Analysis\n\u2022Liquidity and Capital Resources\n\u2022Off-Balance Sheet Arrangements and Contractual Obligations\n\u2022Critical Accounting Policies and Estimates\n\u2022Accounting Pronouncements\nEXECUTIVE SUMMARY\nRaven is a diversified technology company providing a variety of products to customers within the industrial, agricultural, geomembrane, construction, aerospace/defense and commercial lighter-than-air markets. The Company is comprised of three unique operating units, classified into reportable business segments: Applied Technology Division (Applied Technology), Engineered Films Division (Engineered Films), and Aerostar Division (Aerostar). Segment information is reported consistent with the Company's management reporting structure.\nManagement uses a number of measures to assess the Company's performance including:\n\u2022Consolidated net sales, gross margin, operating income, operating margin, net income and diluted earnings per share.\n\u2022Cash flow from operations and shareholder returns.\n\u2022Return on sales, average assets and average equity.\n\u2022Segment net sales, gross profit, gross margin, operating margin and operating income. At the segment level, operating income does not include an allocation of general and administrative expenses.\nVision and Strategy\nRaven's purpose is to solve great challenges. Great challenges require great solutions. Raven\u2019s three unique divisions share resources, ideas and a passion to create technology that helps the world grow more food, produce more energy, protect the environment and live safely.\nThe Raven business model is its platform for success. Raven's business model is defensible, sustainable, and gives us a consistent approach in the pursuit of quality financial results. This overall approach to creating value, which is employed across the three business segments, is summarized as follows:\n\u2022Intentionally serve market segments with strong growth prospects in both the near and long term.\n\u2022Consistently manage a pipeline of growth initiatives within our market segments.\n\u2022Aggressively compete on quality, service, innovation, and peak performance.\n\u2022Attract and develop exceptional leaders who understand business deeply and can thrive in the Raven Way.\n\u2022On a path of continuous improvement, consistently taking actions to streamline processes, improve efficiencies, and increase value delivered to our customers.\n\u2022Value our balance sheet as a source of strength and stability.\n\u2022Corporate responsibility is a top priority.\nThe following discussion highlights the consolidated operating results for the years ended January 31, 2020, 2019 and 2018. Segment operating results are more fully explained in the Results of Operations - Segment Analysis section.\nResults of Operations - Fiscal 2020 compared to Fiscal 2019\nThe Company's net sales in fiscal 2020 were $382.5 million, a decrease of $24.1 million, or 5.9%, from the prior year's net sales of $406.7 million. Applied Technology achie", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 82166_2020.htm (CIK: 82166, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01314", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA.\n(1)Operating profit for the years ended December 31, 2020 and 2019 was adversely impacted by impairment charges of $1,550 and $930 to adjust the carrying value of the long-lived assets related to the Company\u2019s natural gas interests.\n(2)Income tax expense (benefit) for the year ended December 31, 2017 includes the one-time effect of a $7,447 income tax benefit resulting from reduced federal income tax rates under the Tax Cuts and Jobs Act of 2017.\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax expense, tax rate, tax benefit. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01315", "source": "edgar", "source_license": "public_domain", "text": "Item 7.\nManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\nCAUTIONARY LANGUAGE\nThe following discussion and analysis should be read in conjunction with our selected consolidated historical financial data together with the consolidated pro forma financial data and historical financial statements and related notes thereto included elsewhere in this annual report. We make statements in this section that may be forward-looking statements within the meaning of the federal securities laws. For a complete discussion of forward-looking statements, see the section in this annual report entitled \u201cStatement on Forward-looking Information.\u201d\nCRITICAL ACCOUNTING POLICIES\nOur discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements contained elsewhere in this annual report, which have been prepared in accordance with generally accepted accounting principles (\u201cGAAP\u201d). Our notes to the condensed consolidated financial statements contained elsewhere in this annual report describe the significant accounting policies essential to our condensed consolidated financial statements. Preparation of our financial statements requires estimates, judgments and assumptions. We believe that the estimates, judgments and assumptions that we have used are appropriate and correct based on information available at the time they were made. These estimates, judgments and assumptions can affect our reported assets and liabilities as of the date of the financial statements, as well as the reported revenues and expenses during the period presented. If there are material differences between these estimates, judgments and assumptions and actual facts, our financial statements may be affected.\nIn many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require our judgment in its application. There are areas in which our judgment in selecting among available alternatives would not produce a materially different result, but there are some areas in which our judgment in selecting among available alternatives would produce a materially different result. See the notes to the condensed consolidated financial statements that contain additional information regarding our accounting policies and other disclosures.\nManagement\u2019s Discussion and Analysis Overview\nThe Company is a self-administered and self-managed REIT that owns, operates, manages, acquires, develops and redevelops self storage properties (\u201cstores\u201d or \u201cproperties\u201d) in the United States. Our stores are designed to offer affordable, easily accessible and secure storage space for residential and commercial customers. As of December 31, 2020, the Company owned and operated, or managed, through its wholly owned subsidiaries, thirteen stores located in Connecticut, Illinois, Indiana, New York, Ohio, Pennsylvania, South Carolina, and Oklahoma. The Company was formerly registered under the Investment Company Act of 1940, as amended (the \u201c1940 Act\u201d) as a non-diversified, closed end management investment company. The Securities and Exchange Commission\u2019s (\u201cSEC\u201d) order approving the Company\u2019s application to deregister from the 1940 Act was granted on January 19, 2016. On January 19, 2016, the Company changed its name to Global Self Storage, Inc. from Self Storage Group, Inc., changed its SEC registration from an investment company to an operating company reporting under the Securities Exchange Act of 1934, as amended (the \u201cExchange Act\u201d), and listed its common stock on NASDAQ under the symbol \u201cSELF\u201d.\nThe Company was incorporated on December 12, 1996 under the laws of the state of Maryland. The Company has elected to be treated as a REIT under the Internal Revenue Code of 1986, as amended (the \u201cCode\u201d). To the extent the Company continues to qualify as a REIT, it will not generally be subject to U.S. federal income tax, with certain limited exceptions, on its taxable incom", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, internal revenue. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01316", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data\nSelected Historical Consolidated and Combined Financial Data\nThe following tables present certain selected historical consolidated and combined financial information as of and for each of the years in the five-year period ended December 31, 2020. Prior to the Spin-Off on October 1, 2018, our historical financial statements were prepared on a stand-alone combined basis and were derived from the consolidated financial statements and accounting records of Honeywell. Accordingly, for periods prior to October 1, 2018, our financial statements are presented on a combined basis and for the periods subsequent to October 1, 2018 are presented on a consolidated basis (collectively, the historical financial statements for all periods presented are referred to as \u201cConsolidated and Combined Financial Statements\u201d). The selected historical consolidated and combined financial data as of December 31, 2020 and 2019 and for the years ended December 31, 2020, 2019, and 2018 are derived from the historical audited Consolidated and Combined Financial Statements as included in this Form 10-K. The selected historical combined financial data as of December 31, 2018, 2017 and 2016 and for the years ended December 31, 2017 and 2016 are derived from historical audited combined financial statements not included in this Annual Report on Form 10-K.\nThe selected historical consolidated and combined financial data presented below should be read in conjunction with \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d and our historical Consolidated and Combined Financial Statements and the accompanying Notes thereto included elsewhere in this Annual Report on Form 10-K. For each of the periods presented prior to the Spin-Off, our business was wholly owned by Honeywell. The financial information included for these periods may not necessarily reflect our financial position, results of operations and cash flows in the future or what our financial position, results of operations and cash flows would have been had we been an independent, publicly traded company during such periods. In addition, our historical consolidated and combined financial information does not reflect changes that we have experienced or expect to continue to experience in the future as a result of our separation from Honeywell, including changes in the financing, operations, cost structure and personnel needs of our business.\nFurther, the historical consolidated and combined financial information includes allocations of certain Honeywell corporate expenses, as described in Note 27 Related Party Transactions with Honeywell in our Consolidated and Combined Financial Statements. We believe the assumptions and methodologies underlying the allocation of these expenses are reasonable. However, such expenses may not be indicative of the actual level of expense that we would have incurred if we had operated as an independent, publicly traded company or of the costs expected to be incurred in the future.\n(1)\n2018 Net income was impacted by an internal restructuring of Garrett\u2019s business resulting in a tax benefit of $907 million.\n(2)\n2017 Net income was impacted by the U.S. Tax Cuts and Jobs Act (the \u201cTax Act\u201d) resulting in a tax expense of $1,335 million.\n(3)\nOn October 1, 2018, the date of consummation of the Spin-Off, 74,070,852 shares of the Company\u2019s common stock were distributed to Honeywell stockholders of record as of September 18, 2018. Basic and Diluted EPS for all periods prior to the Spin-Off reflect the number of distributed shares, or 74,070,852 shares. These shares were treated as issued and outstanding from January 1, 2016 for purposes of calculating historical earnings per share.\nNon-GAAP Measures\nIt is management\u2019s intent to provide non-GAAP financial information to supplement the understanding of our business operations and performance, and it should be considered by the reader in addition to, but not instead of, the ", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: tax expense, tax benefit. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01317", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk\nAs a smaller reporting company, we are not required to provide the information required by this item.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 727510_2020.htm (CIK: 727510, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01318", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data\nThe following selected consolidated financial data should be read in conjunction with Part II, Item 7, Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations and the consolidated financial statements and related notes included in Part II, Item 8, Financial Statements, of this Annual Report on Form 10-K (this \u201cForm 10-K\u201d). The consolidated statements of operations data for the fiscal years ended January 31, 2020, 2019 and 2018, and the consolidated balance sheet data as of January 31, 2020 and 2019 are derived from our audited consolidated financial statements and related notes included elsewhere in this Form 10-K. The consolidated statement of operations data for the fiscal year ended January 31, 2017 and the consolidated balance sheet data as of January 31, 2018 are derived from our audited consolidated financial statements and related notes, which are not included in this Form 10-K. The consolidated statement of operations data for the fiscal year ended January 31, 2016 and the consolidated balance sheet data as of January 31, 2017 and 2016 are derived from consolidated financial statements, which are also not included in this Form 10-K. The selected consolidated financial data in this section are not intended to replace our consolidated financial statements and the related notes and are qualified in their entirety by the consolidated financial statements and related notes included elsewhere in this Form 10-K. Our historical results are not necessarily indicative of our results in any future period.\n(1)\nIncludes stock-based compensation expense as follows (in thousands):\n* The summary consolidated financial data for the year ended January 31, 2016 does not reflect the adoption of Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (\u201cTopic 606\u201d). All periods subsequent reflect the adoption of Topic 606.\n** Operating lease right-of-use assets and operating lease liabilities, current and non-current were added during the year ended January 31, 2020 to reflect the adoption of Accounting Standards Update No. 2016-02, codified as Accounting Standards Codification 842, Leases.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1441816_2020.htm (CIK: 1441816, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01319", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk.\nThe Company\u2019s primary market risk exposure will be interest rate risk with respect to its indebtedness, credit risk and market risk with respect to use of derivative financial instruments for hedging purposes and foreign currency risk relating to investments made outside of the United States. As of December 31, 2020, the Company had no borrowings and has not used any derivative financial instruments.\nInterest Rate Risk\nAs of December 31, 2020, the Company had originated a floating rate commercial mortgage loan, held for investment in the amount of $8,990,000, the East 12th Street Loan, which is exposed to interest rate changes in LIBOR. The loan is subject to an interest rate floor to mitigate some of the negative impact interest rates would have on the Company\u2019s consolidated financial statements. As LIBOR is currently below the interest rate floor associated with the Company\u2019s loan, the changes in LIBOR during the year ended December 31, 2020 have not exposed the Company to any interest rate risk.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1664780_2020.htm (CIK: 1664780, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01320", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nRisks Relating to Our Business\nThe full effect of the COVID-19 pandemic on our business is currently unknown but it may adversely affect our business and operating results.\nThe full impacts of the global emergence of COVID-19 on our business and financial results remain unknown. We continue to conduct business with modifications to our manufacturing production levels, mill and distribution center housekeeping and cleanliness protocols, employee travel, employee work locations, and virtualization or cancellation of certain sales and marketing events, among other modifications. Companies and various governmental agencies have taken precautionary and preemptive actions to address COVID-19, and further actions may yet be taken that alter our normal business operations as well as those in our industry. The U.S. Department of Homeland Security (DHS) has continued to designate the forest products industry, and thereby wood products manufacturing and building materials distribution, as part of the Essential Critical Infrastructure Workforce. However, state and local agencies are not mandated to follow the DHS designations, and in certain geographies across the U.S., additional restrictions have been imposed that further limit or preclude residential construction activity. Furthermore, a re-acceleration of COVID-19 cases, or delays in vaccine distribution or effectiveness, could prompt state or local officials to reinstitute restrictions that could limit or constrain building activity. All of our manufacturing and distribution facilities are operating, but we have experienced periodic disruptions at many locations due to COVID-19. We may be required to implement temporary curtailments and to operate both manufacturing and distribution facilities at reduced levels, which would result in negative impacts on our business, financial condition, results of operations, and cash flows. In addition, the economic consequences of COVID-19 may adversely affect the pace of household formation rates and residential repair-and-remodeling activity due to high unemployment rates, lower wages, reduced consumer confidence, availability of construction labor, materials, and building lots, homebuyers' access to and cost of financing, and housing affordability, as well as other factors. We continue to actively monitor evolving developments and may take actions that alter our business operations as may be required by federal, state or local authorities, or that we determine are in the best interests of our associates, customers, suppliers, and stockholders.\nMany of the products we manufacture or purchase and resell are commodities whose price is determined by the market's supply and demand for such products, and the markets in which we operate are cyclical and competitive.\nMany of the building products we produce or distribute, including OSB, plywood, and lumber, are commodities that are widely available from other manufacturers or distributors with prices and volumes determined frequently in an auction market based on participants' perceptions of short-term supply and demand factors. At times, the price for any one or more of the products we produce or distribute may fall below our cash production or purchase costs, requiring us to either incur short-term losses on product sales or cease production at one or more of our manufacturing facilities. Therefore, our profitability with respect to these commodity products depends, in significant part, on effective facilities maintenance programs, and on managing our cost structure, particularly raw materials and labor, which represent the largest components of our operating costs. Commodity wood product prices have historically been volatile in response to industry operating rates, net import and export activity, inventory levels in various distribution channels, and seasonal demand patterns. Commodity price volatility also affects our distribution business, with falling price environments gen", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1328581_2020.htm (CIK: 1328581, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01321", "source": "edgar", "source_license": "public_domain", "text": "Item 11. EXECUTIVE COMPENSATION\nInformation concerning executive compensation required by this item is hereby incorporated by reference to the Company\u2019s definitive proxy statement, which will be filed with the Commission within 120 days after the close of fiscal 2020.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 46619_2020.htm (CIK: 46619, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01322", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. Executive Compensation\nThe information required by this item is incorporated herein by reference to the relevant sections in our 2021 Proxy Statement, under the captions entitled Board of Directors and Corporate Governance; Executive Officers; Executive Compensation and Director Compensation or will be provided in an amendment filed on Form 10-K/A.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1045609_2020.htm (CIK: 1045609, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01323", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nThe information contained in our 2021 Proxy Statement with respect to executive compensation and transactions under the heading \u201cCompensation Discussion and Analysis\u201d is incorporated herein by reference in response to this item.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 216085_2020.htm (CIK: 216085, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01324", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk\nOur investment portfolio includes cash and cash equivalents. Our main investment objective is the preservation of investment capital. We believe that our investment policy is conservative, both in the duration of our investments and the credit quality of the investments we hold. We do not utilize derivative financial instruments, derivative commodity instruments or other market risk sensitive instruments, positions or transactions to manage exposure to interest rate changes. As such, we believe that, the securities we hold are subject to market risk, changes in the financial standing of the issuer of such securities and our interest income is sensitive to changes in the general level of U.S. interest rates. Additionally, we are subject to the impact of stock price fluctuations of our common stock in that we have a liability-classified warrant in which 1.0 million shares of SIGA common stock can be purchased at a strike price of $1.50 per share. For every $1 increase in the stock price of SIGA, the intrinsic value of the liability-classified warrant will increase by approximately $1.0 million.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1010086_2020.htm (CIK: 1010086, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01325", "source": "edgar", "source_license": "public_domain", "text": "Item 8.Financial Statements and Supplementary Data\nPareteum Corporation and Subsidiaries\nCONSOLIDATED FINANCIAL STATEMENTS\nReport of Independent Registered Public Accounting Firm\nTo the Stockholders and the Board of Directors of Pareteum Corporation\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheets of Pareteum Corporation and its subsidiaries (the Company) as of December 31, 2020 and 2019, the related consolidated statements of operations and comprehensive loss, changes in series C redeemable preferred stock and stockholders\u2019 equity (deficit) and cash flows for the years then ended, and the related notes to the consolidated financial statements (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.\nGoing Concern Uncertainty\nThe accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring losses from operations, negative cash flows from operations, and had a negative working capital of $37.2 million and an accumulated deficit of $584.6 million as of December 31, 2020. This raises substantial doubt about the Company\u2019s ability to continue as a going concern. In addition, with respect to the ongoing and evolving coronavirus (\u201cCOVID-19\u201d) outbreak, which was designated as a pandemic by the World Health Organization on March 12, 2020, the outbreak has cause substantial disruption in international and U.S. economies and markets and if repercussions of the outbreak are prolonged, could have a significant adverse impact on the Company\u2019s business. Management\u2019s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.\nBasis for Opinion\nThese financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.\nOur audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\nCritical Audit Matters\nThe critical audit matters communic", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1084384_2020.htm (CIK: 1084384, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01326", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nRisks Related to Our Business\nThe insurance industry is a regulated industry, populated by many public and private companies. We operate in the industry's life and health insurance sectors, each of which has its own set of risks.\nBusiness and Operational Risks\nThe development and maintenance of our various distribution channels are critical to growth in product sales and profits.\nRecruiting, development, and retention of producing agents are critical to support sales growth in this market because our insurance sales are primarily made to individuals, and the face amounts of the life insurance policies sold are typically lower than those of policies sold in higher-income markets. If we do not provide compensation that is competitive with other career opportunities and that motivates producing agents to increase sales of our products, our growth could be impeded. In addition, a failure to effectively develop new methods of reaching consumers and realizing cost efficiencies in our Direct to Consumer Division business could result in reduced sales and profits.\nOur life insurance products are sold in selected niche markets. We are at risk should any of these markets diminish.\nWe have several life distribution channels that focus on distinct market niches, two of which are labor unions and sales via Direct to Consumer solicitations. Deterioration of our relationships with organized labor or adverse changes in the public\u2019s receptivity to direct to consumer marketing initiatives could negatively affect our life insurance business.\nThe failure to maintain effective and efficient information systems at the Company could compromise data security, thereby adversely affecting our financial condition and results of operations.\nOur business is highly dependent upon the internet, third-party service providers, and information systems to operate in an efficient and resilient manner. We gather and maintain data for the purpose of conducting marketing, actuarial analysis, sales and policy administration functions.\nMalicious third-parties, employee or agent errors or disasters affecting our information systems could impair our business operations, regulatory compliance and financial condition. Employee or agent errors in the handling of our information systems may inadvertently result in unauthorized access to customer or proprietary information, or an inability to use our information systems to efficiently support business operations.\nMore frequent and sophisticated cyber-attacks and more impactful regulatory oversight models could result in additional costs to protect against security breaches. Any breach of confidential information systems resulting from the above factors could damage our reputation in the marketplace, deter potential customers from purchasing our products, result in the loss of existing customers, subject us to significant civil and criminal liability, constrain cash flows, or require us to incur significant technical, legal or other expenses.\nThe impact of COVID-19 and related risks could materially affect our results of operations, financial position and/or liquidity.\nThe effects of the COVID-19 pandemic, and U.S. and international responses, are wide-ranging, costly, disruptive and rapidly changing. The global COVID-19 pandemic has resulted in and is expected to continue to result in significant disruptions in economic activity and financial markets. COVID-19 has directly and indirectly adversely affected the Company and will likely continue to do so for an uncertain period of time. Because of the size and breadth of this pandemic and the impact of related government and regulatory actions, all of the direct and indirect consequences of COVID-19 on the Company are not yet known and may not emerge for some time.\nGL 2020 FORM 10-K\nThe COVID-19 pandemic subjects the Company to various potential risks that could adversely affect the Company in different ways, including but not limited to the following:\n\u2022R", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 320335_2020.htm (CIK: 320335, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01327", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nInformation required by this Item is incorporated herein by reference to the section titled \u201cExecutive Compensation,\u201d \u201cElection of Class I Directors,\u201d and \u201cCorporate Governance Standards and Director Independence\u201d in our Definitive Proxy Statement with respect to our 2021 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1370053_2020.htm (CIK: 1370053, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01328", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nPursuant to Item 305(e) of Regulation S-K (\u00a7 229.305(e)), the Company is not required to provide the information required by this Item.\nITEM 8", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1281845_2020.htm (CIK: 1281845, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01329", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\nThe following consolidated selected financial data for the fiscal years ended September 30, 2020, 2019, 2018, 2017 and 2016 are derived from our audited Consolidated Financial Statements. The other data included in the second table below is unaudited. The data should be read in conjunction with our accompanying Notes to Consolidated Financial Statements and notes thereto and \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d included elsewhere in this Annual Report.\nGLADSTONE CAPITAL CORPORATION\nCONSOLIDATED SELECTED FINANCIAL AND OTHER DATA\n(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE)\n(A) Per share data is based on the weighted average common stock outstanding for both basic and diluted.\n(B) The tax character of distributions is determined on an annual basis. For further information on the estimated character of our distributions to common stockholders, please refer to Note 9-Distributions to Common Stockholders in the accompanying Notes to Consolidated Financial Statements included elsewhere in this Annual Report.\n(C) See \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d for more information regarding our level of indebtedness.\n(D) Represents the total liquidation preference of our mandatorily redeemable term preferred stock.\n(A) Includes non-cash reductions in cost basis.\n(B) Weighted average yield on investments, excluding loans on non-accrual status, equals interest income on investments divided by the weighted average interest-bearing principal balance throughout the fiscal year.\n(C) Weighted average yield on investments, including loans on non-accrual status, equals interest income on investments divided by the weighted average total principal balance throughout the fiscal year.\n(D) Total return equals the change in the ending market value of our common stock from the beginning of the fiscal year, assuming reinvestment of dividends on our common stock. Total return does not take into account distributions that may be characterized as a return of capital. For further information on the estimated character of our distributions to common stockholders, refer to Note 9-Distributions to Common Stockholders elsewhere in this Annual Report.\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1143513_2020.htm (CIK: 1143513, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01330", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nRISK OVERVIEW\nCleco is exposed to counterparty credit risk, liquidity risk, interest rate risk, and commodity price risk. Cleco has implemented a governance framework, inclusive of risk policies and procedures to help manage these and other risks.\nCounterparty Credit Risks\nWhen Cleco enters into bilateral commodity derivative or physical commodity transactions, Cleco may be exposed to counterparty credit risk. Cleco is exposed to counterparty credit risk when a counterparty fails to meet their financial obligations causing Cleco to incur replacement cost losses.\nCleco monitors and manages its credit risk exposure through credit risk management policies and procedures that include:\n\u2022routine review of counterparty credit quality and credit exposure,\n\u2022entering into industry standard master agreements with specific terms and conditions for credit exposure and non-performance,\n\u2022measuring expected and potential future exposure regularly, and\n\u2022exchanging guarantees or forms of cash equivalent collateral for financial assurance.\nFor more information, see Item 7, \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations - Financial Condition - Liquidity and Capital Resources - General Considerations and Credit-Related Risks.\u201d\nLiquidity Risks\nAccess to capital markets is a significant source of funding for both short- and long-term capital requirements not satisfied by\noperating cash flows. Future actions or inactions of the federal government, including a failure to increase the government debt limit, could increase the actual or perceived risk that the U.S. may not pay its obligations when due and may disrupt financial markets, including capital markets, potentially limiting availability and increasing costs of capital. The inability to raise capital on favorable terms could negatively affect Cleco\u2019s ability to maintain and expand its businesses. After assessing the current operating performance, liquidity, and credit ratings of Cleco Holdings and Cleco Power, management believes that Cleco will have access to the capital markets at prevailing market rates for companies with comparable credit ratings. Cleco Holdings and Cleco Power pay fees and interest under their respective credit facilities based on the highest rating held. For more information, see Item 7, \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations - Financial Condition - Liquidity and Capital Resources - General Considerations and Credit-Related Risks.\u201d\nInterest Rate Risks\nCleco monitors its mix of fixed- and variable-rate debt obligations in light of changing market conditions and from time to time may alter that mix, for example, refinancing balances outstanding under its variable-rate revolving credit facility with fixed-rate debt. Calculations of the changes in fair market value and interest expense of the debt securities are made over a one-year period.\nSensitivity to changes in interest rates for variable-rate obligations is computed by assuming a 1% change in the current interest rate applicable to such debt.\nAt December 31, 2020, Cleco Holdings had no short-term debt outstanding under its $175.0 million revolving credit facility. At December 31, 2020, the borrowing costs under Cleco Holdings\u2019 revolving credit facility were equal to LIBOR plus 1.875% or ABR plus 0.875%, plus commitment fees of 0.30%.\nAt December 31, 2020, Cleco Holdings had a $266.0 million long-term variable rate bank term loan outstanding at an interest rate of LIBOR plus 1.875%, for an all-in interest rate of 2.025%. Each 1% increase in the interest rate applicable to Cleco Holdings\u2019 long-term variable rate debt would result in a decrease in Cleco Holdings\u2019 pretax earnings of $2.7 million on an annualized basis. The weighted average rate for the outstanding term loan debt at Cleco Holdings for the year ended December 31, 2020, was 2.29%.\nAt December 31, 2020, Cleco", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 18672_2020.htm (CIK: 18672, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01331", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nThe information called for by Item 11 is incorporated herein by reference to the \u201cExecutive Compensation\u201d and \u201cDirector Compensation\u201d sections of the registrant\u2019s definitive Proxy Statement relating to the Annual Meeting of Stockholders to be held on May 25, 2021.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1356949_2020.htm (CIK: 1356949, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01332", "source": "edgar", "source_license": "public_domain", "text": "Item 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nMarket risk is the risk that in the normal course of business we may experience a loss in value due to changes in market conditions that affect economic factors such as commodity prices, interest rates and counterparty credit. Our exposure to market risk is affected by several factors, including the size, duration and composition of our energy and financial portfolio, as well as the volatility and liquidity of markets.\nRisk Oversight\nWe manage the commodity price, counterparty credit and commodity-related operational risk related to the competitive energy business within limitations established by senior management and in accordance with overall risk management framework established and overseen by the Company's board of directors (Board) and the sustainability and risk committee of the Board, as applicable. Interest rate risk is managed centrally by our treasury function. Market risks are monitored by risk management groups that operate independently of the wholesale commercial operations, utilizing defined practices and analytical methodologies. These techniques measure the risk of change in value of the portfolio of contracts and the hypothetical effect on this value from changes in market conditions and include, but are not limited to, position reporting and review, Value at Risk (VaR) methodologies and stress test scenarios. Key risk control activities include, but are not limited to, transaction review and approval (including credit review), operational and market risk measurement, transaction authority oversight, validation of transaction capture, market price validation and reporting, and portfolio valuation and reporting.\nCommodity Price Risk\nOur business is subject to the inherent risks of market fluctuations in the price of electricity, natural gas and other energy-related products it markets or purchases. We actively manage the portfolio of generation assets, fuel supply and retail sales load to mitigate the near-term impacts of these risks on results of operations. Similar to other participants in the market, we cannot fully manage the long-term value impact of structural declines or increases in natural gas and power prices.\nIn managing energy price risk, we enter into a variety of market transactions including, but not limited to, short- and long-term contracts for physical delivery, exchange-traded and over-the-counter financial contracts and bilateral contracts with customers. Activities include hedging, the structuring of long-term contractual arrangements and proprietary trading. We continuously monitor the valuation of identified risks and adjust positions based on current market conditions.\nVaR Methodology - A VaR methodology is used to measure the amount of market risk that exists within the portfolio under a variety of market conditions. The resultant VaR produces an estimate of a portfolio's potential for loss given a specified confidence level and considers, among other things, market movements utilizing standard statistical techniques given historical and projected market prices and volatilities.\nParametric processes are used to calculate VaR and are considered by management to be the most effective way to estimate changes in a portfolio's value based on assumed market conditions for liquid markets. The use of this method requires a number of key assumptions, such as use of (i) an assumed confidence level, (ii) an assumed holding period (i.e., the time necessary for management action, such as to liquidate positions) and (iii) historical estimates of volatility and correlation data. The table below details a VaR measure related to various portfolios of contracts.\nVaR for Underlying Generation Assets and Energy-Related Contracts - This measurement estimates the potential loss in value, due to changes in market conditions, of all underlying generation assets and contracts, based on a 95% confidence level and an assumed holding period of 6", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1692819_2020.htm (CIK: 1692819, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01333", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. Executive Compensation\nThe information required to be furnished pursuant to this item will be set forth under the caption \u201cExecutive Compensation,\u201d \u201cGovernance\u201d and in the Director Compensation Table and its accompanying narrative in the 2021 Proxy Statement, and is incorporated herein by reference.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1585583_2020.htm (CIK: 1585583, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01334", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nInformation responding to Item 7A is included in Item 7 - \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d of this annual report.\nITEM 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1296445_2020.htm (CIK: 1296445, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01335", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\nThe selected consolidated financial data presented below should be read in conjunction with the consolidated financial statements of Overstock.com, Inc. and related notes included elsewhere in this Annual Report on Form 10-K and the discussion under Item 7", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1130713_2020.htm (CIK: 1130713, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01336", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nThe information required by this Item is incorporated by reference to the information under the sections captioned \u201cExecutive Compensation\u201d and \u201cDirector Compensation\u201d in the Proxy Statement.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1558583_2020.htm (CIK: 1558583, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01337", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nThe following discussion and analysis should be read in conjunction with the Consolidated Financial Statements and notes thereto included in Item 8. Financial Statements and Supplementary Data within this Annual Report on Form 10-K.\nImpact of COVID-19\nDuring 2020, our business was significantly negatively impacted by the global pandemic caused by a new strain of coronavirus (\u201cCOVID-19\u201d). All of our Las Vegas properties were temporarily closed on March 17, 2020 in compliance with a statewide emergency order mandating the closure of all nonessential businesses in Nevada, including casinos. On June 4, 2020, we reopened our Red Rock, Green Valley Ranch, Santa Fe Station, Boulder Station, Palace Station and Sunset Station properties, as well as our Wildfire properties, subject to state-mandated occupancy and other operational restrictions. At December 31, 2020, our Texas Station, Fiesta Henderson, Fiesta Rancho and Palms properties had not reopened. We will continue to assess the performance of the reopened properties, as well as the recovery of the Las Vegas market and the economy as a whole, before considering whether to reopen some or all of the remaining properties, and we have no plans to reopen any of these properties in 2021.\nIn addition, our managed property, Graton Resort, located in northern California, was temporarily closed from March 17, 2020 through June 17, 2020 as a result of the COVID-19 pandemic. The management agreement was originally expected to expire in November 2020 but was extended as a result of the pandemic through February 5, 2021, when the tribe terminated our management role at the facility.\nSubsequent to the reopening of most of our properties in June 2020, we saw favorable customer trends which continued throughout the third and fourth quarters, including strong visitation from a younger demographic, increased spend per visit, more time spent on device, and increased return of our core customers. These positive trends, in combination with business optimization and cost reduction measures, drove strong operating results at our first-to-reopen properties for the second half of 2020. However, we cannot predict whether these trends will continue, nor can we predict the extent to which the impacts of COVID-19 on the United States and Las Vegas economies may affect our business in the future.\nThe COVID-19 pandemic has had and may continue to have a detrimental impact on the United States and Las Vegas economies, including widespread unemployment as well as reduced consumer confidence, discretionary spending and travel. We have taken steps to mitigate these and potential future effects of COVID-19 on our results of operations through a combination of streamlining our business, optimizing our marketing initiatives, and reducing expenses, including staffing reductions in May 2020 that affected approximately 39% of our full-time workforce. However, we continue to have significant fixed and variable expenses that will impact our cash position and profitability. We have implemented comprehensive health and cleanliness standards designed to provide the safest and most secure environment possible for our guests and employees, which include COVID-19 testing of our employees and vendors, personal protective equipment and temperature checks for employees and guests, enhanced cleaning procedures and other measures.\nOn March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the \u201cCARES Act\u201d) was signed into law. We have received certain benefits from the CARES Act, including payroll retention credits of up to $5,000 per employee for the wages and health insurance we continued to provide to team members who were not providing services during the temporary closures of our properties, a deferral of employer social security taxes through December 31, 2020, and certain additional federal income tax benefits. For the y", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax benefit, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01338", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6 - Selected Financial Data\n(1)\nFiscal 2019 operating expenses include costs of $15.1 million ($11.6 million after-tax, or $1.07 per diluted share) in connection with the Foundation for Growth initiative and a valuation adjustment of $2.7 million ($1.8 million after-tax, or $0.17 per diluted share) for indirect tax credits in a foreign jurisdiction.\n(2)\nFiscal 2018 operating expenses include costs of $9.7 million ($8.8 million after-tax, or $0.82 per diluted share) in connection with the Foundation for Growth initiative. Net earnings also include tax expense of $2.5 million ($0.23 per diluted share) related to the impact of the U.S. Tax Cuts and Jobs Act.\n(3)\nFiscal 2016 operating expenses include an increase in an environmental remediation reserve of $13.0 million.\n(4)\nDefined as current and long-term debt plus shareholders\u2019 equity.\n(5)\nDefined as operating income (after tax) divided by the average of beginning and ending invested capital.\n(6)\nDefined as net earnings divided by beginning-of-period shareholders' equity.\nITEM 7", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: tax expense, tax credit. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01339", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. Selected Financial Data\nThe following tables set forth selected historical financial and other data of the Company at and for the years ended December 31, 2020, 2019, 2018, 2017 and 2016. The information at December 31, 2020 and 2019, and for the years ended December 31, 2020 and 2019 is derived in part from, and should be read together with, the Company's audited consolidated financial statements and notes included in this Report and should be read together therewith. The information at December 31, 2018, 2017 and 2016 and for the years ended December 31, 2018, 2017 and 2016 is derived in part from audited financial statements that are not included in this Report.\n(1)Represents the difference between the weighted average yield on average interest-earning assets and the weighted average cost of average interest-bearing liabilities.\n(2)Represents net interest income as a percentage of average interest-earning assets.\n(3)Fully taxable-equivalent (FTE) yield adjustments have been made for tax exempt loan and securities income utilizing a marginal federal income tax rate of 21% for the years ended December 31, 2020, 2019 and 2018, and 34% for the years ended December 31, 2017, 2016. Refer to Explanation of Use of Non-GAAP Financial Measures in Item 7", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax rate. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01340", "source": "edgar", "source_license": "public_domain", "text": "Item 7.\nManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) (Note references are to the Notes to the Consolidated Financial Statements included in Item 8.)\nOVERVIEW\nUnitil is a public utility holding company headquartered in Hampton, New Hampshire. Unitil is subject to regulation as a holding company system by the FERC under the Energy Policy Act of 2005.\nUnitil\u2019s principal business is the local distribution of electricity and natural gas to approximately 192,700 customers throughout its service territory in the states of New Hampshire, Massachusetts and Maine. Unitil is the parent company of three wholly-owned distribution utilities:\ni) Unitil Energy, which provides electric service in the southeastern seacoast and state capital regions of New Hampshire;\nii) Fitchburg, which provides both electric and natural gas service in the greater Fitchburg area of north central Massachusetts; and\niii) Northern Utilities, which provides natural gas service in southeastern New Hampshire and portions of southern and central Maine, including the city of Portland and the Lewiston-Auburn area.\nUnitil Energy, Fitchburg and Northern Utilities are collectively referred to as the \u201cdistribution utilities.\u201d Together, the distribution utilities serve approximately 107,100 electric customers and 85,600 natural gas customers in their service territories. The distribution utilities are local \u201cpipes and wires\u201d operating companies.\nIn addition, Unitil is the parent company of Granite State, a natural gas transmission pipeline, regulated by the FERC, operating 86 miles of underground gas transmission pipeline primarily located in Maine and New Hampshire. Granite State provides Northern Utilities with interconnection to three major natural gas pipelines and access to North American pipeline supplies.\nUnitil had an investment in Net Utility Plant of $1,193.2 million at December 31, 2020. Unitil\u2019s total revenue was $418.6 million in 2020, which includes revenue to recover the approved cost of purchased electricity and natural gas in rates on a fully reconciling basis. As a result of this reconciling rate structure, the Company\u2019s earnings are not affected by changes in the cost of purchased electricity and natural gas. Earnings from Unitil\u2019s utility operations are derived from the return on investment in the three distribution utilities and Granite State.\nUnitil previously conducted non-regulated\noperations principally through Usource, which was wholly-owned by Unitil Resources. The Company divested Usource in the first quarter of 2019. Usource provided energy brokering and advisory services to large commercial and industrial customers in the northeastern United States. See additional discussion of the divestiture of Usource in \u201cDivestiture of Non-Regulated\nBusiness Subsidiary\u201d in Note 1 (Summary of Significant Accounting Policies) to the Consolidated Financial Statements. The Company\u2019s other subsidiaries include Unitil Service, which provides, at cost, a variety of administrative and professional services to Unitil\u2019s affiliated companies, and Unitil Realty, which owns and manages Unitil\u2019s corporate office building and property located in Hampton, New Hampshire. Unitil\u2019s consolidated net income includes the earnings of the holding company and these subsidiaries.\nRegulation\nUnitil is subject to comprehensive regulation by federal and state regulatory authorities. Unitil and its subsidiaries are subject to regulation as a holding company system by the FERC under the Energy Policy Act of 2005 with regard to certain bookkeeping, accounting and reporting requirements. Unitil\u2019s utility operations related to wholesale and interstate energy business activities are also regulated by the FERC. Unitil\u2019s distribution utilities are subject to regulation by the applicable state public utility commissions, with regard to their rates, issuance of securities and other accounting and operational matters: Unitil Energy is subject to regu", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 755001_2020.htm (CIK: 755001, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01341", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION.\nThe following table sets forth the aggregate compensation paid by the Company and/or its subsidiaries to our executive officers and directors of the Company for services rendered during the periods indicated.\nSUMMARY COMPENSATION TABLE\nDirector Compensation\nWe do not have a formal compensation plan for our directors.\nStock Options and Warrants\nWe have no outstanding stock options or warrants.\nSAR Grants Table\nThere have been no SARS granted to executive officers and directors, since we have no such plans in effect.\nAggregate Option/SAR Exercises and Fiscal Year-End Option/SAR Value Table\nThere have been no exercises of stock options/SARS by executive officers.\nLong-Term Incentive Plan Awards\nThere have been no long-term incentive plan awards made by the company.\nRepricing Options\nWe have not repriced any stock options.\nCompensation Discussion and Analysis\nWe have prepared the following Compensation Discussion and Analysis to provide you with information that we believe is necessary to understand our executive compensation policies and decisions as they relate to the compensation of our named executive officers.\nWe have only three members on our board of directors and do not currently have a compensation committee. However, we intend to expand our board of directors in the fiscal year ending March 31, 2020 by appointing or electing additional directors who will be deemed to be independent directors. The presence of independent directors on our board of directors will allow us to form and constitute a compensation committee of our board of directors.\nThe primary objectives of the compensation committee with respect to executive compensation will be to (i) attract and retain the best possible executive talent available to us; (ii) motivate our executive officers to enhance our growth and profitability and increase shareholder value; and (iii) reward superior performance and contributions to the achievement of corporate objectives.\nThe focus of our executive pay strategy will be to tie short-term and long-term cash and equity incentives to the achievement of measurable corporate and individual performance objectives or benchmarks and to align executive compensation with the creation and enhancement of shareholder value. In order to achieve these objectives, our compensation committee will be tasked with developing and maintaining a transparent compensation plan that will tie a substantial portion of our executives\u2019 overall compensation to our sales, operational efficiencies and profitability.\nOur board of directors has not set any performance objectives or benchmarks for our fiscal year ending March 31, 2021, as it intends for those objectives and benchmarks to be determined by the compensation committee once it is constituted and then approved by the board. In the event we do not constitute a compensation committee for the current fiscal year ending March 31, 2021, our board of directors will determine any applicable performance objectives or benchmarks and determine appropriate levels of compensation. However, we anticipate that compensation benefits will include competitive salaries, bonuses (cash and equity based), health insurance and stock option plans commensurate with companies of similar size in our industry.\nOur compensation committee will meet at least quarterly to assess the cost and effectiveness of each executive benefit and the performance of our executive officers in light of our revenues, expenses and profits.\nHistorically, our board of directors has determined salaries and benefits for our executive officers based on informal reviews of job performance and contributions to the Company without reference to any objective milestones or standards. Our board of directors believes that all prior and current compensation of our executive officers has been and is fair and reasonable given the progression of the Company since 2007.\nSTOCK OPTION AND OTHER COMPENSATION PLANS.\nThe Company did", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1635136_2020.htm (CIK: 1635136, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01342", "source": "edgar", "source_license": "public_domain", "text": "Item 8. - Financial Statements and Supplementary Data\nReport of Independent Registered Public Accounting Firm\nTo the Board of Directors and Shareholders of Amcor plc\nOpinions on the Financial Statements and Internal Control over Financial Reporting\nWe have audited the accompanying consolidated balance sheet of Amcor plc and its subsidiaries (the \u201cCompany\u201d) as of June 30, 2020 and 2019, and the related consolidated statements of income, comprehensive income, equity and cash flows for each of the two years in the period ended June 30, 2020, including the related notes and schedule of valuation and qualifying accounts and reserves for the years ended June 30, 2020 and June 30, 2019 listed in the index appearing under Item 15(a)(2) (collectively referred to as the \u201cconsolidated financial statements\u201d). We also have audited the Company's internal control over financial reporting as of June 30, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).\nIn our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of June 30, 2020 and 2019, and the results of its operations and its cash flows for each of the two years in the period ended June 30, 2020 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company did not maintain, in all material respects, effective internal control over financial reporting as of June 30, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO because a material weakness in internal control over financial reporting existed as of that date related to the design and operating effectiveness of internal controls over the period end reporting process. Specifically, management did not design and maintain effective controls to verify that conflicting duties were appropriately segregated within key IT systems used in the preparation and reporting of financial information.\nA material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. The material weakness referred to above is described in Management's Report on Internal Control over Financial Reporting appearing under Item 9A. We considered this material weakness in determining the nature, timing, and extent of audit tests applied in our audit of the June 30, 2020 consolidated financial statements, and our opinion regarding the effectiveness of the Company\u2019s internal control over financial reporting does not affect our opinion on those consolidated financial statements.\nChange in Accounting Principle\nAs discussed in Note 3 to the consolidated financial statements, the Company changed the manner in which it accounts for leases in 2020.\nBasis for Opinions\nThe Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in management's report referred to above. Our responsibility is to express opinions on the Company\u2019s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1748790_2020.htm (CIK: 1748790, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01343", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk.\nMarket risk is the risk of loss to future earnings, values or cash flows that may result from changes in the price of a financial instrument. The value of a financial instrument may change as a result of changes in interest rates, exchange rates, commodity prices, equity prices and other market changes. We are exposed to market risk related to changes in foreign currency exchange rates and interest rates. We do not use derivative financial instruments for speculative or trading purposes. However, we have entered into, and in the future expect to continue to enter into, exchange rate hedging arrangements to manage certain of the risks described below.\nForeign Currency Exchange Risk\nWe have accounts receivables denominated in foreign currencies, and our operations outside of the United States incur their operating expenses in foreign currencies. To date, the majority of our product sales and inventory purchases have been denominated in U.S. dollars. For our subsidiaries in Ireland and Australia, the U.S. dollar is the functional currency. For each of our other foreign subsidiaries, the functional currency is the local currency. During the years ended December 31, 2020, 2019 and 2018, we incurred foreign currency transaction gains (losses) of $0.5 million, $0.3 million and $(0.9) million, respectively, primarily related to unrealized and realized foreign currency gains for accounts receivable denominated in foreign currencies and operating expenses that are denominated in local currencies. We recorded these foreign currency transaction losses as a component of other income (expense), net in our consolidated statements of operations and comprehensive income (loss). We believe that a 10% change in the exchange rate between either the U.S. dollar and Euro or the U.S. dollar and Australian dollar would not materially impact our operating results or financial position.\nOur foreign currency risk management practices are principally intended to mitigate the potential financial impact of changes in the value of transactions and balances denominated in foreign currencies resulting from changes in foreign currency exchange rates. From time to time we enter into cash flow hedges, which utilize foreign currency forward contracts to hedge specific forecasted transactions of our foreign subsidiaries with the goal of protecting our budgeted revenues and expenses against foreign currency exchange rate changes compared to our budgeted rates. During the year ended December 31, 2020, we settled two cash flow hedges which we used to hedge specific operating cash flows denominated in Australian dollars. No cash flow hedges were outstanding as of December 31, 2020.\nThe success of our foreign currency risk management depends upon forecasts of transaction activity denominated in various currencies. To the extent that these forecasts are overstated or understated during periods of currency volatility, we could experience unanticipated foreign currency gains or losses that could have a material impact on our results of operations. Furthermore, our failure to identify new exposures and hedge them in an effective manner may result in material foreign currency gains or losses.\nInterest Rate Sensitivity\nOur cash and cash equivalents as of December 31, 2020 consisted of cash maintained in FDIC-insured operating accounts as well as investments in money market mutual funds and certificates of deposit. We also have policies requiring us to invest in high-quality issuers, limit our exposure to any individual issuer, and ensure adequate liquidity. Our primary exposure to market risk for our cash and cash equivalents is interest income sensitivity, which is primarily affected by changes in the general level of U.S. interest rates. However, we do not believe a sudden change in the interest rates for our cash and cash equivalents would have a material impact on our financial condition, results of ope", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1333835_2020.htm (CIK: 1333835, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01344", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk.\nInformation appearing under the caption \u201cMarket Risk and Risk Management Policies\u201d in Item 7 is hereby incorporated by reference.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 886136_2020.htm (CIK: 886136, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01345", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nThe following discussion should be read in conjunction with Item 1. Business, Item 6. Selected Financial Data and the consolidated financial statements and notes thereto of Saga Communications, Inc. and its subsidiaries contained elsewhere herein. The following discussion is presented on a consolidated basis. We serve twenty-seven radio markets (reporting units) that aggregate into one operating segment (Radio), which also qualifies as a reportable segment. We operate under one reportable busines segment for which segment disclosure is consistent with the management decision-making process that determines the allocation of resources and the measuring of performance. Corporate general and administrative expenses, interest expense, write-off debt issuance costs, other (income) expense, and income tax provision are managed on a consolidated basis.\nThe discussion of our operating performance focuses on station operating income because we manage our stations primarily on station operating income. Operating performance is evaluated for each individual market.\nWe use certain financial measures that are not calculated in accordance with generally accepted accounting principles in the United States of America (GAAP) to assess our financial performance. For example, we evaluate the performance of our markets based on \u201cstation operating income\u201d (operating income plus corporate general and administrative expenses, depreciation and amortization, other operating (income) expenses, and impairment of intangible assets). Station operating income is generally recognized by the broadcasting industry as a measure of performance, is used by analysts who report on the performance of the broadcasting industry and it serves as an indicator of the market value of a group of stations. In addition, we use it to evaluate individual stations, market-level performance, overall operations and as a primary measure for incentive based compensation of executives and other members of management. Station operating income is not necessarily indicative of amounts that may be available to us for debt service requirements, other commitments, reinvestment or other discretionary uses. Station operating income is not a measure of liquidity or of performance in accordance with GAAP, and should be viewed as a supplement to, and not a substitute for, our results of operations presented on a GAAP basis.\nCOVID-19 Impact and Response\nWe have experienced significant volatility in market conditions during 2020. On March 11, 2020 the World Health Organization declared the novel strain of coronavirus (COVID-19) a global pandemic and recommended containment and mitigation measures worldwide that have had a significant economic impact that continues through the date of this report. The numerous state and local governments \u201cshelter-in-place\u201d orders that were issued in the first part of the year, materially impacted and restricted various aspects of our business. While these \u201cshelter-in-place\u201d orders have been lifted, there have been varying degrees to which the economy has reopened in each state. Our broadcast revenue has been significantly negatively impacted in the majority of states where we operate. We continued to experience a number of cancellations of advertising on our stations, especially regarding events, venues, sports, high ticket items, healthcare and automotive sales throughout 2020. Our sales teams are focused on how to meet changing needs of our customers in this environment. We are investing in training our salespeople using a variety of different programs. We have been successful at creating fresh, innovative and effective new advertising which has helped generate business for a number of our customers so that they are better positioned to remain open. Our operations are functioning, subject to regulated restrictions and safety constraints we have enacted in order to prot", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax provision, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01346", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. Financial Statements and Supplementary Data.\nPage\nFinancial Statements\nReport of Grant Thornton LLP Independent Registered Public Accounting Firm\nReport Report of Grant Thornton LLP Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting\nConsolidated Balance Sheets\nConsolidated Income Statements\nConsolidated Statements of Comprehensive (Loss) Income\nConsolidated Statements of Shareholders\u2019 Equity\nConsolidated Statements of Cash Flows\nNotes to Consolidated Financial Statements\nAll schedules and exhibits not included are not applicable, not required or would contain information that is shown in the financial statements or notes thereto.\nReport of Independent Registered Public Accounting Firm\nBoard of Directors and Shareholders\nScanSource, Inc.:\nOpinion on the financial statements\nWe have audited the accompanying consolidated balance sheets of ScanSource, Inc. (a South Carolina corporation) and subsidiaries (the \u201cCompany\u201d) as of June 30, 2020 and 2019, the related consolidated statements of income, comprehensive (loss) income, shareholders\u2019 equity, and cash flows for each of the three years in the period ended June 30, 2020, and the related notes and financial statement schedule included under Item 15(a)(2) (collectively referred to as the \u201cfinancial statements\u201d). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended June 30, 2020, in conformity with accounting principles generally accepted in the United States of America.\nWe also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (\u201cPCAOB\u201d), the Company\u2019s internal control over financial reporting as of June 30, 2020, based on criteria established in the 2013 Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (\u201cCOSO\u201d), and our report dated August 31, 2020 expressed an unqualified opinion.\nBasis for opinion\nThese financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\nCritical Audit Matters\nThe critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial stat", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 918965_2020.htm (CIK: 918965, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01347", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nThe financial statements required by this item are in PART IV of this Annual Report.\nITEM 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1646576_2020.htm (CIK: 1646576, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01348", "source": "edgar", "source_license": "public_domain", "text": "Item 1A.Risk Factors\nWe and our Affiliates face a variety of risks that are substantial and inherent in our businesses. The following are some of the more important factors that could affect our and our Affiliates\u2019 businesses. Certain statements in \u201cRisk Factors\u201d are forward-looking statements. See \u201cForward-Looking Statements.\u201d\nRISKS RELATED TO OUR INDUSTRY, BUSINESS AND OPERATIONS\nOur financial results depend on our Affiliates\u2019 receipt of asset and performance based fees, and are impacted by investment performance, as well as changes in fee levels, product mix and the relative levels of assets under management among our Affiliates.\nOur financial results depend on our Affiliates\u2019 receipt of asset and performance based fees, which may vary substantially from year to year. Our Affiliates\u2019 ability to maintain current fee levels depends on a number of factors, including our Affiliates\u2019 investment performance, as well as competition and trends in the asset management industry, including investor demand for passively-managed products, including exchange traded funds, that typically carry lower fee rates, or preferences for other developing strategies or trends. Further, different types of assets under management can generate different ratios of asset based fees to assets under management (\u201casset based fee ratio\u201d), based on factors such as the investment strategy and the type of client. Thus, a change in the composition of our assets under management, either within an Affiliate or among our Affiliates, could result in a decrease in our aggregate fees even if our aggregate assets under management remains unchanged or increases. Products that use fee structures based on investment performance may also vary significantly from period to period, depending on the investment performance of the particular product. For some of our Affiliates, performance based fees include a high-watermark provision, which generally provides that if a product underperforms on an absolute basis or relative to its benchmark, it must regain such underperformance before the Affiliate will earn any performance based fees. In addition, in the ordinary course of business, our Affiliates may reduce or waive fees on certain products for particular time periods, to attract or retain assets or for other reasons. No assurances can be given that our Affiliates will be able to maintain current fee structures or levels. A reduction in the fees that our Affiliates receive could have an adverse impact on our financial condition and results of operations.\nAdditionally, our structured partnership interests are tailored to meet the needs of each Affiliate and are therefore varied, and our earnings may be adversely affected by changes in the relative performance or in the relative levels and mix of assets under management among our Affiliates, independent of our aggregate operating performance measures. Further, certain Affiliates contribute more significantly to our results than other Affiliates and, therefore, changes in fee levels, product mix, assets under management or investment performance of such Affiliates could have a disproportionate adverse impact on our financial condition and results of operations.\nOur financial results could be adversely affected by any reduction in our assets under management, which could reduce the asset and performance based fees earned by our Affiliates.\nOur financial results may be impacted by changes in the total level of our assets under management. The total level of our assets under management generally or with respect to particular products or Affiliates could be adversely affected by conditions outside of our control, including:\n\u2022a decline in the market value of our assets under management, due to declines or heightened volatility in the capital markets, fluctuations in foreign currency exchange rates and interest rates, inflation rates or the yield curve, and other market factors;\n\u2022changes in investor risk tolerance or investment prefer", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1004434_2020.htm (CIK: 1004434, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01349", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nThe information required by Item 11 of Form 10-K is incorporated by reference to the information contained in our definitive proxy statement for the 2021 annual meeting of stockholders.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1561921_2020.htm (CIK: 1561921, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01350", "source": "edgar", "source_license": "public_domain", "text": "Item 8.\nFinancial Statements and Supplementary Data\nINDEX\nPage No.\nReport of Independent Registered Public Accounting Firm\nFinancial Statements:\nConsolidated Balance Sheets as of December 31, 2020 and 2019\nConsolidated Statements of Income for the years ended December 31, 2020, 2019 and 2018\nConsolidated Statements of Comprehensive Income for the years ended December 31, 2020, 2019 and 2018\nConsolidated Statements of Equity for the years ended December 31, 2020, 2019 and 2018\nConsolidated Statements of Cash Flows for the years ended December 31, 2020, 2019 and 2018\nNotes to Consolidated Financial Statements\nUnaudited Quarterly Financial Data\nFinancial Statement Schedules:\nI. Summary of Investments-Other than Investments in Related Parties as of December 31, 2020\nII. Condensed Financial Information of Registrant as of December 31, 2020 and 2019 and for the years ended December 31, 2020, 2019 and 2018\nIII. Supplementary Insurance Information as of December 31, 2020 and 2019 and for the years ended December 31, 2020, 2019 and 2018\nIV. Reinsurance for the years ended December 31, 2020, 2019 and 2018\nV. Valuation and Qualifying Accounts for the years ended December 31, 2020, 2019 and 2018\nFinancial statement schedules not listed are either omitted because they are not applicable or the required information is shown in the consolidated financial statements or in the notes thereto.\nReport of Independent Registered Public Accounting Firm\nTo the Board of Directors and Stockholders of First American Financial Corporation\nOpinions on the Financial Statements and Internal Control over Financial Reporting\nWe have audited the accompanying consolidated balance sheets of First American Financial Corporation and its subsidiaries (the \u201cCompany\u201d) as of December 31, 2020 and 2019, and the related consolidated statements of income, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2020, including the related notes and financial statement schedules listed in the accompanying index (collectively referred to as the \u201cconsolidated financial statements\u201d). We also have audited the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).\nIn our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.\nBasis for Opinions\nThe Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Annual Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company\u2019s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standard", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1472787_2020.htm (CIK: 1472787, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01351", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nTo the shareholders and the Board of Directors of Duke Energy Corporation\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheets of Duke Energy Corporation and subsidiaries (the \"Company\") as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive income, changes in equity, and cash flows, for each of the three years in the period ended December 31, 2020, and the related notes (collectively referred to as the \"financial statements\"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.\nWe have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 25, 2021, expressed an unqualified opinion on the Company's internal control over financial reporting.\nBasis for Opinion\nThese financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\nCritical Audit Matter\nThe critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.\nRegulatory Matters - Impact of Rate Regulation on the Financial Statements - Refer to Notes 1, 3, and 9 to the financial statements.\nCritical Audit Matter Description\nThe Company is subject to regulation by federal and state utility regulatory agencies (the \u201cCommissions\u201d), which have jurisdiction with respect to the rates of the Company\u2019s electric and natural gas distribution companies. Management has determined it meets the criteria for the application of regulated o", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 30371_2020.htm (CIK: 30371, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01352", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nThe following discussion and analysis presents management\u2019s perspective of our business, financial condition and overall performance. This information is intended to provide investors with an understanding of our past performance, current financial condition and outlook for the future and should be read in conjunction with Item 8 of this report.\nIntroduction\nWe are an independent exploration and production company engaged in the acquisition, exploration and development of properties to produce oil, natural gas and NGLs from underground reservoirs. We own a large and geographically diverse portfolio of onshore U.S. unconventional natural gas and liquids assets, including interests in approximately 7,400 oil and natural gas wells. Our natural gas resource plays are the Marcellus Shale in the northern Appalachian Basin in Pennsylvania and the Haynesville/Bossier Shales in northwestern Louisiana. Our liquids-rich resource plays are the Eagle Ford Shale in South Texas and the stacked pay in the Powder River Basin in Wyoming.\nRecent Developments\nVoluntary Reorganization Under Chapter 11\nOn June 28, 2020, the Debtors filed voluntary petitions for relief under the Bankruptcy Code in the Bankruptcy Court. On June 29, 2020, the Bankruptcy Court entered an order authorizing the joint administration of the Chapter 11 Cases under the caption In re Chesapeake Energy Corporation, Case No. 20-33233 (DRJ). Subsidiaries with noncontrolling interests, consolidated variable interest entities and certain de minimis subsidiaries (collectively, the \u201cNon-Filing Entities\u201d) were not part of the Chapter 11 Cases. The Debtors and the Non-Filing Entities continued to operate in the ordinary course of business during the Chapter 11 Cases.\nDuring the Chapter 11 Cases, the Debtors operated as debtors-in-possession in accordance with the applicable provisions of the Bankruptcy Code. The Bankruptcy Court granted first day motions filed by us that were designed primarily to mitigate the impact of the Chapter 11 Cases on our operations, customers and employees. As a result, we were able to conduct normal business activities and pay all associated obligations for the period following the Bankruptcy filing and were authorized to pay owner royalties, employee wages and benefits, and certain vendors and suppliers in the ordinary course for goods and services provided. During the pendency of the Chapter 11 Cases, all transactions outside the ordinary course of business required the prior approval of the Bankruptcy Court.\nFor the duration of the Chapter 11 Cases, our operations and ability to develop and execute our business plan were subject to the risks and uncertainties associated with the Chapter 11 process as described in Item 1A. \u201cRisk Factors.\u201d As a result of these risks and uncertainties, the number of our shares of common stock and stockholders, assets, liabilities, officers and/or directors could be significantly different following the outcome of the Chapter 11 Cases, and the description of our operations, properties and capital plans included in this Form 10-Q may not accurately reflect our operations, properties and capital plans following the Chapter 11 Cases.\nDuring the Chapter 11 Cases, we expected our financial results to continue to be volatile as Restructuring activities and expenses, contract terminations and rejections, and claims assessments significantly impact our consolidated financial statements. As a result, our historical financial performance is likely not indicative of our financial performance after the date of the Petition Date. In addition, we incurred significant professional fees and other costs in connection with preparation for the Chapter 11 Cases.\nOn October 13, 2020, we filed a notice with the Bankruptcy Court that we reached an agreement with Tapstone Energy, LLC (\u201cTapstone Energy\u201d) as the \u201cStalking Horse\u201d bidder to sell our Mid-Contin", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 895126_2020.htm (CIK: 895126, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01353", "source": "edgar", "source_license": "public_domain", "text": "Item 6.SELECTED FINANCIAL DATA:\n\"Selected Financial Data\", page 4 of the Annual Report is incorporated herein by reference.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 38723_2020.htm (CIK: 38723, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01354", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk.\nWe are exposed to market risk related to changes in interest rates. Our primary exposure to market risk is interest rate sensitivity, which is affected by changes in the general level of U.S. interest rates, particularly because our cash equivalents, in the form of a money market fund, are primarily invested in U.S. Treasury obligations. However, because of the short-term nature of the investments in our portfolio, an immediate one percentage point change in market interest rates would not have a material impact on the fair market value of our investment portfolio or on our financial position or results of operations.\nWe are not currently exposed to significant market risk related to changes in foreign currency exchange rates; however, we have contracted with and may continue to contract with foreign vendors that are located in Europe. Our operations may be subject to fluctuations in foreign currency exchange rates in the future.\nInflation generally affects us by increasing our cost of labor. We do not believe that inflation had a material effect on our business, financial condition or results of operations during the years ended December 31, 2020 or 2019.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1671818_2020.htm (CIK: 1671818, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01355", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7.\nMANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.\nThe following discussion and analysis of the financial condition and results of operations of Eagle is intended to help investors understand our company and our operations. The financial review is provided as a supplement to, and should be read in conjunction with the Consolidated Financial Statements and the related Notes included elsewhere in this report.\nOverview\nHistorically, our principal business has consisted of attracting deposits from the general public and the business community and making loans secured by various types of collateral, including real estate and other consumer assets. We are significantly affected by prevailing economic conditions, particularly interest rates, as well as government policies concerning, among other things, monetary and fiscal affairs, housing and financial institutions and regulations regarding lending and other operations, privacy and consumer disclosure. Attracting and maintaining deposits is influenced by a number of factors, including interest rates paid on competing investments offered by other financial and nonfinancial institutions, account maturities, fee structures and levels of personal income and savings. Lending activities are affected by the demand for funds and thus are influenced by interest rates, the number and quality of lenders and regional economic conditions. Sources of funds for lending activities include deposits, borrowings, repayments on loans, cash flows from maturities of investment securities and income provided from operations.\nOur earnings depend primarily on our level of net interest income, which is the difference between interest earned on our interest-earning assets, consisting primarily of loans and investment securities, and the interest paid on interest-bearing liabilities, consisting primarily of deposits, borrowed funds, and trust-preferred securities. Net interest income is a function of our interest rate spread, which is the difference between the average yield earned on our interest-earning assets and the average rate paid on our interest- bearing liabilities, as well as a function of the average balance of interest-earning assets compared to interest-bearing liabilities. Also contributing to our earnings is noninterest income, which consists primarily of service charges and fees on loan and deposit products and services, net gains and losses on sale of assets, and mortgage loan service fees. Net interest income and noninterest income are offset by provisions for loan losses, general administrative and other expenses, including salaries and employee benefits and occupancy and equipment costs, as well as by state and federal income tax expense.\nThe Bank has a strong mortgage lending focus, with a large portion of its loan originations represented by single-family residential mortgages, which has enabled it to successfully market home equity loans, as well as a wide range of shorter term consumer loans for various personal needs (automobiles, recreational vehicles, etc.). The Bank has also focused on adding commercial loans to our portfolio, both real estate and non-real estate. We have made significant progress in this initiative. As of December 31, 2020, commercial real estate and commercial business loans represented 53.12% and 19.15% of the total loan portfolio, respectively. The purpose of this diversification is to mitigate our dependence on the residential mortgage market, as well as to improve our ability to manage our interest rate spread. Recent acquisitions have added to our agricultural loans, which generally have shorter maturities and nominally higher interest rates. This has provided additional interest income and improved interest rate sensitivity. The Bank\u2019s management recognizes that fee income will also enable it to be less dependent on specialized lending and it maintains a significant loan serviced portfolio, which provides a steady ", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax expense, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01356", "source": "edgar", "source_license": "public_domain", "text": "Item 11.Executive Compensation\nThe information required by this Item 11 is set forth in the Proxy Statement for our Annual Meeting of Shareholders on June 16, 2020 and is incorporated herein by reference.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 744187_2020.htm (CIK: 744187, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01357", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS EXECUTIVE LEVEL OVERVIEW\nForward-Looking Information\nThis Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, regarding, among other things, the Company\u2019s plans, earnings, cash flow and expense estimates, strategies and prospects, both business and financial. All statements other than statements of current or historical fact contained in this report are forward-looking statements. The words \u201cbelieve,\u2019\u2019 \u201cexpect,\u2019\u2019 \u201canticipate,\u2019\u2019 \u201cshould,\u2019\u2019 \u201cplan,\u2019\u2019 \u201cwill,\u2019\u2019 \u201cmay,\u2019\u2019 \u201cintend,\u2019\u2019 \u201cestimate,\u2019\u2019 \u201cpotential,\u2019\u2019 \u201ccontinue\u2019\u2019 and similar expressions, as they relate to the Company, are intended to identify forward-looking statements.\nThe Company has based these forward-looking statements largely on its current expectations and projections about future events, financial trends, market opportunities, competition, and the adequacy of the Company\u2019s available cash resources, which the Company believes may affect its financial condition, results of operations, business strategy and financial needs. This Form 10-K also contains forward-looking statements attributed to third parties. All such statements can be affected by inaccurate assumptions, including, without limitation, with respect to risks, uncertainties, new business prospects and the rate of expense increases. In light of these risks, uncertainties and assumptions, the forward-looking statements in this report may not occur and actual results could differ materially from those anticipated or implied in the forward-looking statements. For these reasons, and because of the uncertainty relating to the current financial conditions in today\u2019s economic environment and the potential change in demand for the Company\u2019s products, you should not consider this information to be a guarantee by the Company or any other person that its objectives and plans will be achieved. When you consider these forward-looking statements, you should keep in mind the \u201cRisk Factors\u201d and other cautionary statements set forth in this Item 7 and elsewhere in this Form 10-K. The Company\u2019s forward-looking statements speak only as of the date made. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.\nThe following discussion and analysis of the Company\u2019s financial condition and results of operations should be read in conjunction with the financial statements and related notes, and keeping in mind this cautionary statement regarding forward-looking information.\nIntroduction\nThis Comprehensive Form 10-K includes, in one comprehensive filing, the business and financial information for the Company for the fiscal years ended December 31, 2019 and 2020. Therefore, this Management\u2019s Discussion and Analysis provides an analysis of the annual financial condition and results of operations for each of the years ended December 31, 2019 and 2020. This review should be read in conjunction with the Financial Statements and Supplementary Data, which are included in Item 8 of this Comprehensive Form 10-K.\nRESULTS OF OPERATIONS\nComparison of the Years ended December 31, 2019, and 2020\nRevenues\nThe Company had no revenue in the fiscal years ended December 31, 2019, and 2020. Going forward we expect our revenues to be derived from our electric vehicles.\nSelling, General, and Administrative Expenses\nThe Company had no selling, general and administrative expenses in the fiscal years ended December 31, 2019, and 2020.\nInterest Expense\nThe Company had no interest expenses in the fiscal years ended December 31, 2019, and 2020.\nNet Losses\nWe experienced no losses in the fiscal years ended December 31, 2019, and 2020.\nITEM 7A.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1334740_2020.htm (CIK: 1334740, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01358", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\nThe following table presents selected financial and operating data as of the dates and for the periods indicated. The selected balance sheet financial data as of September 30, 2018, 2017 and 2016 and the selected income statement data and other financial data for the periods ended September 30, 2017 and 2016 have been derived from our audited financial statements that are not included in this Form 10-K. The selected balance sheet financial data as of September 30, 2020 and 2019 and the selected statement of operations data and other financial data for the fiscal years ended September 30, 2020, 2019 and 2018 have been derived from the audited Financial Statements included elsewhere in this Form 10-K. You should read the following table in conjunction with \"Item 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1359687_2020.htm (CIK: 1359687, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01359", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\nOmitted pursuant to General Instruction J of Form 10-K.\nItem 7A.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1573334_2020.htm (CIK: 1573334, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01360", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nINGERSOLL RAND INC. AND SUBSIDIARIES\nCONSOLIDATED STATEMENTS OF OPERATIONS\n(in millions, except per share amounts)\nThe accompanying notes are an integral part of these consolidated financial statements.\nINGERSOLL RAND INC. AND SUBSIDIARIES\nCONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME\n(in millions)\nThe accompanying notes are an integral part of these consolidated financial statements.\nINGERSOLL RAND INC. AND SUBSIDIARIES\nCONSOLIDATED BALANCE SHEETS\n(in millions, except share and per share amounts)\nThe accompanying notes are an integral part of these consolidated financial statements.\nINGERSOLL RAND INC. AND SUBSIDIARIES\nCONSOLIDATED STATEMENTS OF STOCKHOLDERS\u2019 EQUITY\n(in millions)\nINGERSOLL RAND INC. AND SUBSIDIARIES\nCONSOLIDATED STATEMENTS OF CASH FLOWS\n(in millions)\nThe accompanying notes are an integral part of these consolidated financial statements.\nINGERSOLL RAND INC. AND SUBSIDIARIES\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n(in millions, except share and per share amounts)\nNote 1: Summary of Significant Accounting Policies\nOverview and Basis of Presentation\nOn February 29, 2020, Ingersoll Rand Inc. (formerly known as Gardner Denver Holdings, Inc.) completed the acquisition of the Ingersoll Rand Industrial business (\u201cIngersoll Rand Industrial\u201d) by way of merger and changed its name from Gardner Denver Holdings, Inc. to Ingersoll Rand Inc. The consolidated financial statements as of and for the year ended December 31, 2020 include the financial results of Ingersoll Rand Industrial from the date of acquisition.\nIngersoll Rand Inc. is a global market leader with a broad range of innovative and mission-critical air, fluid, energy, specialty vehicle and medical technologies, providing services and solutions to increase industrial productivity and efficiency. The accompanying consolidated financial statements include the accounts of Ingersoll Rand Inc. and its consolidated subsidiaries (collectively referred to herein as \u201cIngersoll Rand\u201d or the \u201cCompany\u201d).\nThe results of operations for the year ended December 31, 2020 are not necessarily indicative of future results. The COVID-19 pandemic continues to have a significant adverse impact on many areas of the global economy. The Company\u2019s operating results will be subject to fluctuations based on general economic conditions, and the extent to which COVID-19 may ultimately impact its business will depend on future developments, which are highly uncertain and cannot be predicted with confidence, such as the ultimate extent of the spread of the disease and the duration of the outbreak and business closures or business disruptions for the Company, suppliers and customers.\nPrinciples of Consolidation\nThe accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (\u201cGAAP\u201d). All intercompany transactions and accounts have been eliminated in consolidation.\nUse of Estimates\nThe preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. The Company regularly evaluates the estimates and assumptions related to the allowance for credit losses, inventory valuation, warranty reserves, fair value of stock-based awards, goodwill, intangible asset, and long-lived asset valuations, employee benefit plan liabilities, over time revenue recognition, income tax liabilities and deferred tax assets and related valuation allowances, uncertain tax positions, restructuring reserves, and litigation and other loss contingencies. Actual results could differ materially and adversely from those estimates and assumptions, and such results could affect the Company\u2019s consolidated net inco", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, deferred tax. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01361", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nThe financial statements and supplementary data required by this item are listed in Item 15 - \"Exhibits and Financial Statement Schedules\" of this Annual Report on Form 10-K.\nItem 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1466538_2020.htm (CIK: 1466538, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01362", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS.\nRISK FACTORS\nAn investment in our securities involves a high degree of risk. You should consider carefully the following information about these risks, together with the other information contained in this Annual Report, including the matters addressed in the section entitled \u201cCAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS\u201d beginning on page iii of this Annual Report, before making an investment decision. Our business, prospects, financial condition, and results of operations may be materially and adversely affected as a result of any of the following risks. The value of our securities could decline as a result of any of these risks. You could lose all or part of your investment in our securities. Some of the statements in \u201cRISK FACTORS\u201d are forward-looking statements. The following risk factors are not the only risk factors facing our company. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our business, prospects, financial condition, and results of operations and it is not possible to predict all risk factors, nor can we assess the impact of all factors on us or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in or implied by any forward-looking statements.\nSummary of Risk Factors\nOur business is subject to a number of risks, including risks that may adversely affect our business, financial condition and results of operations. These risks are discussed more fully below and include, but are not limited to, risks related to:\nRisks Related to the Cosmos Transaction\n\u25cfthe timing, and perceived benefits of, the Cosmos Transaction;\n\u25cfthe likelihood of entering into an LO2A Transaction or stockholders obtaining any benefit from owning a CVR;\n\u25cfthe interests some of our officers and directors may have in the Cosmos Transaction;\n\u25cfour stockholder\u2019s reduced ownership as a result of the Cosmos Transaction;\n\u25cfthe difficulty in valuing Cosmos;\n\u25cfthe potential need to raise funds in the future, if the Cosmos Transaction is consummated;\n\u25cfthe impact to our business if we are required to register under the Investment Advisors Act of 1940, as amended;\nRisks Related to our Business\n\u25cfthe fact that we have incurred operating losses and may continue to do so for the foreseeable future;\n\u25cfour exposure to fluctuations in the market value of our investments;\n\u25cfthat we may need to raise additional capital, which may be required to maintain or improve our licensed technology which may cause dilution to existing stockholders;\n\u25cfthat according to management estimates, liquidity resources as of December 31, 2020 may not be sufficient to maintain our operations for the next twelve months which raises substantial doubt regarding our ability to continue as a going concern;\nRisks Related to our Business and Regulatory Matters\n\u25cfthe we may never become profitable and that we may never commercialize LO2A;\n\u25cfthe timing and expense of our clinical trials, and the regulatory requirements relating to LO2A;\n\u25cfthe expense of potentially acquiring or licensing additional technologies or product candidates;\n\u25cfour reliance on third party manufacturers;\n\u25cfthe lack of any sales, marketing or distribution capabilities;\n\u25cfcompetition and technological challenges we may face;\n\u25cfthe impact of COVID-19;\n\u25cfgrowth challenges we may face;\n\u25cfour need to obtain and keep adequate insurance;\nRisks Related to our Intellectual Property\n\u25cfour reliance on the LO2A License Agreement and the potential need to expand our rights under such agreement;\n\u25cfour need to obtain and maintain patents and intellectual property, the costs relating to maintain such patents and intellectual property, and the cost of enforcing and litigation such patents and intellectual property;\n\u25cfour reliance on confidentiality agreements;\nRisks Related to our Industry\n\u25cfour subject to government regulations;\n\u25cfthe impact of healthcare reforms on our business and rei", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1218683_2020.htm (CIK: 1218683, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01363", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8.\nFINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nOur consolidated financial statements as of and for the years ended December 31, 2020 and 2019 and the report of our independent registered public accounting firm are included in Item 15 of this Annual Report.\nITEM 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 941685_2020.htm (CIK: 941685, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01364", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nOwnership of our securities involves a high degree of risk. Holders of our securities should carefully consider the following risk factors and the other information contained in this Form 10-K, including our historical financial statements and related notes included herein. The following discussion highlights some of the risks that may affect future operating results. Additional risks and uncertainties not presently known to us, which we currently deem immaterial or which are similar to those faced by other companies in our industry or businesses in general, may also impair our businesses operations. If any of the following risks or uncertainties actually occur, our business, financial condition and operating results could be adversely affected in a material way. This could cause the trading prices of our common stock to decline, perhaps significantly, and you may lose part or all of your investment. Please see \u201cCautionary Notes Regarding Forward-Looking Statements.\u201d\nRisks Related to Our Business\nOur recorded revenues increased in fiscal year 2020 as compared to fiscal year 2019\nOur reported revenues decreased significantly in fiscal year 2020 to approximately $3,038,000 from $4,518,000 in the prior year, a decrease of approximately $1,480,000 or 33%, primarily due to the acceleration of deferred revenues in 2019, and franchisees that were provided a discount by the Company due to the impact of the COVID-19 pandemic on their operations. While the company experienced slightly lower master franchise sales, through a series of cost cutting measures, the Company was able to generate a profit in all four quarters of the reporting year. Should we begin to incur losses or be unable to reverse its decline in revenues, our ability to attract new franchisees and maintain positive working relationships with our current franchisees may be impaired. In addition, if we incur losses, we may need to seek additional financing which could be dilutive to our stockholders.\nThe recent COVID-19 outbreak has been declared a pandemic by the World Health Organization, has spread to the United States and many other parts of the world and has adversely affected our business operations, employee availability, financial condition, liquidity and cash flow and the length of such impacts are uncertain.\nThe outbreak of the COVID-19 continues to grow both in the United States and globally, and related government and private sector responsive actions have and will continue to adversely affect our business operations. It is impossible to predict the effect and ultimate impact of the COVID-19 pandemic as the situation is rapidly evolving.\nThe spread of COVID-19 has caused public health officials to recommend precautions to mitigate the spread of the virus, including warning against congregating in heavily populated areas, such as malls and shopping centers. Among the precautions has been the closure of a substantial portion of the schools in the United States, which will adversely impact our royalty revenue from franchisees and our ability to sell new franchises. There is significant uncertainty around the breadth and duration of these school closures and other business disruptions related to COVID-19, as well as its impact on the U.S. and global economy. The extent to which COVID-19 impacts our results will depend on future developments, which are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity of COVID-19 and the actions taken to contain it or treat its impact. We have asked our corporate employees whose jobs allow them to work remotely to do so for the foreseeable future. Such precautionary measures could create operational challenges as we adjust to a remote workforce, which could adversely impact our business.\nOur financial results are affected by the operating and financial results of and our relationships with our franchisees.\nA substantial portion of our revenues come from r", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1394638_2020.htm (CIK: 1394638, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01365", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nWe are subject to certain risks and hazards due to the nature of the business activities we conduct. The risks described in this Annual Report on Form 10-K could materially and adversely affect our business, financial condition, cash flows and results of operations. We may experience additional risks and uncertainties not currently known to us. Furthermore, as a result of developments occurring in the future, conditions that we currently deem to be immaterial may also materially and adversely affect our business, financial condition, cash flows and results of operations.\nCustomer Concentration\nBecause substantially all of our revenue is currently derived from Antero Resources, any development that materially and adversely affects Antero Resources\u2019 operations, financial condition or market reputation could have a material and adverse impact on us.\nAntero Resources is our most significant customer and has accounted for substantially all of our revenue since inception, and we expect to derive most of our revenues from Antero Resources in the near term. As a result, any event, whether in our area of operations or otherwise, that adversely affects Antero Resources\u2019 production, drilling and completion schedule, financial condition, leverage, market reputation, liquidity, results of operations or cash flows may adversely affect our business and results of operations. Accordingly, we are indirectly subject to the business risks of Antero Resources, including, among others:\n\u25cfa reduction in or slowing of Antero Resources\u2019 development program, which would directly and adversely impact demand for our gathering and compression services and our water handling services;\n\u25cfa reduction in or slowing of Antero Resources\u2019 well completions, which would directly and adversely impact demand for our water handling services;\n\u25cfthe volatility of natural gas, NGLs and oil prices, which could have a negative effect on the value of Antero Resources\u2019 properties, its development program and its ability to finance its operations;\n\u25cfthe availability of capital on an economic basis to fund Antero Resources\u2019 exploration and development activities and to service and/or refinance its debt, as well as to fund its capital expenditure programs;\n\u25cfAntero Resources\u2019 ability to replace its oil and gas reserves;\n\u25cfAntero Resources\u2019 drilling and operating risks, including potential environmental liabilities;\n\u25cftransportation and processing capacity constraints and interruptions; and\n\u25cfadverse effects of governmental and environmental regulation.\nFurther, we are subject to the risk of non-payment or non-performance by Antero Resources, including with respect to our gathering and compression and water handling services agreements. We cannot predict the extent to which Antero Resources\u2019 business would be impacted if conditions in the energy industry deteriorate, nor can we estimate the impact such conditions would have on Antero Resources\u2019 ability to execute its drilling and development program or perform under our gathering and compression and water handling services agreements. The low commodity price environment has negatively impacted natural gas producers causing some producers in the industry significant economic stress, including, in certain cases, to file for bankruptcy protection or to renegotiate contracts. To the extent that any customer, including Antero Resources, is in financial distress or commences bankruptcy proceedings, contracts with these customers may be subject to renegotiation or rejection under applicable provisions of the United States Bankruptcy Code. Any material non-payment or non-performance by Antero Resources could adversely affect our business and operating results.\nAlso, due to our relationship with Antero Resources, our ability to access the capital markets, or the pricing or other terms of any capital markets transactions, may be adversely affected by any impairment to Antero Resources\u2019 financial condition or adverse change", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1623925_2020.htm (CIK: 1623925, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01366", "source": "edgar", "source_license": "public_domain", "text": "Item 8.Financial Statements and Supplementary Data\nIndex to Consolidated Financial Statements\nReport of Independent Registered Public Accounting Firm\nStockholders and Board of Directors\nAshford Hospitality Trust, Inc.\nDallas, Texas\nOpinion on the Consolidated Financial Statements\nWe have audited the accompanying consolidated balance sheets of Ashford Hospitality Trust, Inc. (the \u201cCompany\u201d) as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive income (loss), equity, and cash flows for each of the three years in the period ended December 31, 2020, and the related notes and schedule listed in the index at Item 15(a) (collectively referred to as the \u201cconsolidated financial statements\u201d). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.\nWe also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (\u201cPCAOB\u201d), the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (\u201cCOSO\u201d) and our report dated March 15, 2021 expressed an unqualified opinion thereon.\nAdoption of New Accounting Standard\nAs discussed in Note 18 to the consolidated financial statements, the Company changed its method of accounting for leases in the year ended December 31, 2019 due to the adoption of ASU No. 2016-02, Leases, and the associated amendments (Topic 842), using the modified retrospective method.\nBasis for Opinion\nThese consolidated financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.\nOur audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.\nCritical Audit Matter\nThe critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or o", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1232582_2020.htm (CIK: 1232582, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01367", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11 - EXECUTIVE COMPENSATION\nThe information in Section VI contained in the Proxy Statement in connection with the Annual Meeting of Shareholders to be held May 19, 2021 which will be filed by the Company in definitive form with the Commission on April 14, 2021, is incorporated herein by reference.\nITEM 12", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 770460_2020.htm (CIK: 770460, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01368", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation.\nMANAGEMENT COMPENSATION\nThe following table sets forth certain information about compensation paid, earned or accrued for services by our Executive Officer for the fiscal years ended July 31, 2020 and July 31, 2019:\nSummary Compensation Table\nName and Principal Position\nYear\nSalary ($)\nBonus ($)\nStock Awards ($)\nOption Awards ($)\nNon-Equity Incentive Plan Compensation ($)\nAll Other Compensation ($)\nAll Other Compensation ($)\nTotal ($)\nOlegas Tunevicius\nPresident, Secretary and Treasurer\nThere are no current employment agreements between the company and its officer.\nMr. Tunevicius currently devotes approximately twenty hours per week to manage the affairs of the Company. He has agreed to work with no remuneration until such time as the company receives sufficient revenues necessary to provide management salaries. At this time, we cannot accurately estimate when sufficient revenues will occur to implement this compensation, or what the amount of the compensation will be.\nThere are no annuity, pension or retirement benefits proposed to be paid to the officer or director or employees in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by the company or any of its subsidiaries, if any.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1753391_2020.htm (CIK: 1753391, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01369", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nNot required of a smaller reporting company.\n- 63 -\nITEM 8:", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1609065_2020.htm (CIK: 1609065, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01370", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. Selected Financial Data\n(in millions, except per share data)\n(1)Fiscal 2020 results include the impact of COVID-19 (estimated at approximately $3.19 per diluted share), goodwill and intangible asset impairments at our International Channels business ($2.53 per diluted share), amortization expense related to recognition of TFCF and Hulu intangible assets and fair value step-up on film and television costs ($1.17 per diluted share), a non-cash gain to adjust our investment in DraftKings, Inc. to fair value (DraftKings gain) ($0.41 per diluted share) and restructuring and impairment charges ($0.33 per diluted share). At the beginning of fiscal 2020, the Company adopted new lease accounting guidance increasing total assets and liabilities by approximately $3.7 billion.\n(2)On March 20, 2019, the Company acquired TFCF for cash and Disney shares (see Note 4 to the Consolidated Financial Statements). TFCF and Hulu\u2019s financial results have been consolidated since the date of acquisition. The acquisition had a number of impacts on fiscal 2019 results, the most significant of which were a non-cash gain from remeasuring our initial 30% interest in Hulu to fair value ($2.22 per diluted share), amortization expense related to recognition of TFCF and Hulu intangible assets and fair value step-up on film and television costs ($0.74 per diluted share), restructuring and impairment charges ($0.55 per diluted share), an adverse impact from TFCF and Hulu operating results ($0.27 per diluted share) and a charge for the extinguishment of a portion of the debt originally assumed in the TFCF acquisition ($0.24 per diluted share). Fiscal 2019 results also reflected equity investment impairments ($0.25 per diluted share). Cash provided by continuing operating activities reflected payments for tax obligations that arose from the spin-off of Fox Corporation in connection with the TFCF acquisition and the sale of the Regional Sports Networks (RSN) acquired with TFCF ($7.6 billion). Cash used in continuing investing activities reflected a cash payment of $35.7 billion paid to acquire TFCF, offset by $25.7 billion in cash and cash equivalents assumed in the TFCF acquisition.\n(3)Fiscal 2018 results include a net benefit from the Tax Act Deferred Remeasurement, net of the Deemed Repatriation Tax ($1.11 per diluted share) and the Tax Act reduction in the fiscal 2018 U.S. federal statutory income tax rate ($0.75 per diluted share) (see Note 10 to the Consolidated Financial Statements). In addition, fiscal 2018 included gains on the sales of real estate and property rights ($0.28 per diluted share) and an adverse impact from equity investment impairments ($0.11 per diluted share).\n(4)Fiscal 2017 results include a non-cash net gain in connection with the acquisition of a controlling interest in BAMTech ($0.10 per diluted share).\n(5)Fiscal 2016 results include the Company\u2019s share of a net gain recognized by A+E in connection with an acquisition of an interest in Vice ($0.13 per diluted share).\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax rate. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01371", "source": "edgar", "source_license": "public_domain", "text": "Item 7A.\nQuantitative and Qualitative Disclosures About Market Risk\nAs of December 31, 2020, we were not subject to any market or interest rate risk. Following the consummation of our Initial Public Offering, the net proceeds received into the trust account, have been invested in U.S. government treasury bills, notes or bonds with a maturity of 185 days or less or in certain money market funds that invest solely in US treasuries. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1819510_2020.htm (CIK: 1819510, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01372", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nPRIORITY TECHNOLOGY HOLDINGS, INC.\nINDEX TO CONSOLIDATED FINANCIAL STATEMENTS\nReport of Independent Registered Public Accounting Firm\nTo the Stockholders and Board of Directors of Priority Technology Holdings, Inc.\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheet of Priority Technology Holdings, Inc. (\u201cthe Company\u201d) as of December 31, 2020, the related consolidated statements of operations, stockholders' deficit and cash flows for the year ended December 31, 2020, and the related notes (collectively referred to as the \u201cconsolidated financial statements\u201d). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2020, and the results of its operations and its cash flows for the year ended December 31, 2020, in conformity with U.S. generally accepted accounting principles.\nBasis for Opinion\nThese financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company\u2019s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.\nOur audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.\n/s/ Ernst & Young LLP\nWe have served as the Company\u2019s auditor since 2020.\nAtlanta, Georgia\nMarch 31, 2021\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nTo the Stockholders and Board of Directors of Priority Technology Holdings, Inc. and Subsidiaries\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheet of Priority Technology Holdings, Inc. and Subsidiaries (the \"Company\") as of December 31, 2019, the related consolidated statements of operations, changes in stockholders' deficit and cash flows for each of the two years in the period ended December 31, 2019, and the related notes to the consolidated financial statements (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2019, in conformity with accounting principles generally accepted in the United States of America.\nBasis for Opinion\nThese financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company'", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1653558_2020.htm (CIK: 1653558, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01373", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.\nThis document contains certain \u201cforward-looking statements\u201d. All statements other than statements of historical fact are \u201cforward-looking statements\u201d for purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue or other financial items; any statements of the plans, strategies, goals and objectives of management for future operations; any statements concerning proposed new products and services or developments thereof; any statements regarding future economic conditions or performance; any statements or belief; and any statements of assumptions underlying any of the foregoing.\nForward looking statements may include the words \u201cmay,\u201d \u201ccould,\u201d \u201cestimate,\u201d \u201cintend,\u201d \u201ccontinue,\u201d \u201cbelieve,\u201d \u201cexpect,\u201d or \u201canticipate,\u201d or other similar words, or the negative thereof. These forward-looking statements present our estimates and assumptions only as of the date of this report. Accordingly, readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the dates on which they are made. We do not undertake to update forward-looking statements to reflect the impact of circumstances or events that arise after the dates they are made. You should, however, consult further disclosures and risk factors we included in the section titled Risk Factors contained herein.\nIn our filings with the Securities and Exchange Commission, references to \u201cAMMO, Inc.\u201d, \u201cAMMO\u201d, \u201cthe Company\u201d, \u201cwe,\u201d \u201cus,\u201d \u201cour\u201d and similar terms refer to AMMO, Inc. and its wholly owned operating subsidiaries AMMO Munitions, Inc., Enlight Group II, LLC d/b/a Jagemann Munition Components (\u201cJagemann Munition Components\u201d), SNI, LLC and AMMO Technologies, Inc. (inactive).\nOverview\nOur vision is to modernize the ammunition industry by bringing new technologies to market. We intend to do that through acquisition and application of intellectual property that is unique to the industry and through investing in manufacturing equipment and processes that enable us to compete globally.\nWhen we began our operations in early 2017, our focus was to sell the inventory of ammunition we acquired through an asset purchase of a private company located in northern Arizona. The inventory consisted primarily of standard pistol and rifle rounds and two proprietary lines that had not received much traction in the market. We sold the remaining inventory at a discount during 2017 to help fund the development of our manufacturing operations. This accounted for the majority of our sales through the end of the third quarter of the calendar year of 2017.\nWith the prior inventory successfully sold and new products being produced, our next objective for the calendar year ending December 31, 2017 was to identify ammunition technologies unique to the industry that could be quickly implemented by our manufacturing team. We met with several organizations and projectile manufacturers looking for innovative products that could be used to establish us as a niche or high-end manufacturer for the recreational shooter, the American hunter, law enforcement, and military forces. Among the first of these technologies to meet our requirements was STREAK VISUAL AMMUNITION\u2122, a one-way luminescent or OWL Technology application. We believe our STREAK VISUAL AMMUNITION\u2122 line is the only non-incendiary tracer round in the ammunition market today. We secured the exclusive license to manufacture and sell the STREAK VISUAL AMMUNITION\u2122 line of ammunition in 2017. We have filed for and received Trademark Protection for the STREAK VISUAL AMMUNITION\u2122 product name from the United States Patent and Trademark Office (USPTO) on July 17, 2018 Additionally, we filed for Trademark Protection for the O.W.L. TechnologyTM product name on June 6, 2018.\nWe formally introduced the STREAK VISUAL AMMUNITION\u2122 portfolio of calibers, along with our rebranded One Precise ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1015383_2020.htm (CIK: 1015383, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01374", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nThe portion of IDACORP\u2019s definitive proxy statement appearing under the caption \u201cExecutive Compensation\u201d to be filed pursuant to Regulation 14A for the 2021 annual meeting of shareholders is hereby incorporated by reference.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1057877_2020.htm (CIK: 1057877, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01375", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.\nSee accompanying index to financial statements.\nAEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nTo the Partners:\nAEI Income & Growth Fund XXII Limited Partnership\nSt. Paul, Minnesota\nOpinion on the Financial Statements\nWe have audited the accompanying balance sheets of AEI Income & Growth Fund XXII Limited Partnership (a Minnesota limited partnership) as of December 31, 2020 and 2019, and the related statements of income, changes in partners' capital, and cash flows for each of the years in the two-year period ended December 31, 2020, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Partnership as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.\nBasis for Opinion\nThese financial statements are the responsibility of the Partnership\u2019s management. Our responsibility is to express an opinion on the Partnership\u2019s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Partnership is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Partnership\u2019s internal control over financial reporting. Accordingly, we express no such opinion.\nOur audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\nCritical Audit Matters\nCritical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.\nImpairment of Real Estate Investments\nDescription of the Matter\nAs described in Note 2 to the financial statements, the Partnership tests investments in real estate for recoverability when events or changes in circumstances indicate that the carrying value may not be recoverable. Management determines whether impairment has occurred by comparing the property\u2019s probability-weighted future un", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1023458_2020.htm (CIK: 1023458, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01376", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nThe compensation payable to the Trustee and members of the Governing Trust Board and Advisory Committee were approved by the Bankruptcy Court. The Trustee receives compensation of $500 per hour and expense reimbursement for services rendered in his capacity as Trustee and Manager of the IRA Partnership. The Governing Trust Board members receive an annual compensation set by a supermajority of the Governing Trust Board, in the amount of $85,000 (Board Chair) $75,000 (Vice-Chair) and $40,000 (other Board members) per annum, payable monthly in arrears. In addition, Governing Trust Board members receive reimbursement of reasonable and actual out-of-pocket expenses incurred in performing their duties and are entitled to engage their own legal counsel and advisors. The cost of such engagement is to be paid by the Creditors\u2019 Trust and/or Position Holder Trust, as determined and allocated by the Governing Trust Board.\nThe Position Holder Trust and IRA Partnership do not have any equity-based compensation plans. Also, there are no potential payments that would be due to the Trustee, Manager or members of the Governing Trust Board and Advisory Committee upon termination from their respective positions, except for compensation described above that has accrued and remains unpaid as of the date of termination.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1705222_2020.htm (CIK: 1705222, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01377", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nThe information required by this Item is contained in our definitive Proxy Statement to be distributed within 120 days of September 30, 2020 in connection with our 2021 Annual Meeting of Stockholders under the caption \u201cExecutive Officers and Compensation\u201d and is incorporated herein by reference.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1001115_2020.htm (CIK: 1001115, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01378", "source": "edgar", "source_license": "public_domain", "text": "Item 1A.Risk Factors.\nOur business, operations and financial condition are subject to certain risks and uncertainties. Should one or more of these risks or uncertainties materialize, or should any underlying assumptions prove incorrect, our actual results will vary, and may vary materially, from those anticipated, estimated, projected or expected. Among the key factors that may have a direct bearing on our business, operations or financial condition are the factors identified below:\nCOVID-19 Pandemic Risks\nThe COVID-19 pandemic has negatively impacted our business and operations around the world and may continue to materially and adversely impact our business, operations and financial results.\nThe COVID-19 pandemic has created significant disruption and uncertainty in the global economy, has negatively impacted our business, results of operations and financial condition, and we anticipate that it may continue to negatively impact our business, results of operations and financial condition for the foreseeable future.\nNumerous national, international, state and local jurisdictions have imposed, and others in the future may impose, a variety of government orders and restrictions for their residents to control the spread of COVID-19. Such orders or restrictions may cause significant alteration of our operations, work stoppages, slowdowns and delays, travel restrictions and event cancellations, among other effects, thereby significantly and negatively impacting our operations. Other disruptions or potential disruptions include (i) restrictions on our personnel and personnel of business partners to travel and access customers for training and case support\u037e (ii) reductions in spending by our customers; (iii) delays in approvals by regulatory bodies\u037e (iv) diversion of or limitations on employee resources that would otherwise be focused on the operations of our business, including because of sickness of employees or their families or the desire of employees to avoid contact with large groups of people\u037e (v) reductions in our sales team, including through layoffs, furloughs or other losses of sales representatives\u037e (vi) additional government requirements or other incremental mitigation efforts that may further impact our or our suppliers' capacity to manufacture our products; (vii) disruption of our research and development activities; and (viii) delays in ongoing studies and pre-clinical trials.\nIn addition, elective procedures that use our products significantly decreased in number during 2020 as health care organizations around the world prioritized the treatment of patients with COVID-19 and reduced spending in other areas. For example, in the United States, governmental authorities have recommended, and in certain cases required, that elective, deferrable, specialty and other procedures and appointments, be suspended or canceled to avoid non-essential patient exposure to medical environments and potential infection with COVID-19 and to focus limited resources and personnel capacity toward the treatment of COVID-19 patients. Specifically, many of these procedures that use our products have been suspended or postponed. While certain of these procedures have resumed in certain locations, it is unclear when or if all procedures in all locations will resume.\nWhile we have seen increases in demand for certain product lines during the pandemic, including our Cultura\u2122 nasopharyngeal swab and test kit, this increased demand has not been, and may not be, sufficient to offset the revenue declines in other areas. We also expect continued pressure on our margins due to decreased demand for products with gross margins that are higher than the company average.\nIn addition, most of the hospitals and clinics that purchase our products have instituted strict procedures at their facilities in an effort to prevent the spread of COVID-19, including restrictions on sales representatives entering these facilities. This has been, and currently remains, a m", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 856982_2020.htm (CIK: 856982, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01379", "source": "edgar", "source_license": "public_domain", "text": "Item 1A: Risk Factors\nThe following is a discussion of significant risk factors relevant to Grainger\u2019s business that could adversely affect its financial condition, results of operations and cash flows. The risk factors discussed in this section should be considered together with information included elsewhere in this Annual Report on Form 10-K and should not be considered the only risks to which the Company is exposed.\nGrainger\u2019s business and operations have been and may continue to be adversely affected by the global outbreak of the Coronavirus (COVID-19) pandemic and may be adversely affected by other global outbreaks of pandemic disease.\nAny global outbreaks of pandemic disease, such as the COVID-19 pandemic, could have a material adverse effect on Grainger\u2019s business, results of operations and financial condition, including liquidity, capital and financing resources.\nThe COVID-19 pandemic has disrupted and adversely affected Grainger\u2019s business, including its business with customers and suppliers. Grainger has experienced customer disruptions to their ability or willingness to purchase Grainger products, customer delays in making purchasing decisions, shifts in the types and quantities of products purchased and, in some cases, diminished customer loyalty and retention rates. These may continue to persist during and beyond the COVID-19 pandemic. Grainger has also experienced and may continue to experience supplier disruptions to their supply chains, supplier inability to manufacture or sell products to Grainger or meet the unprecedented demand for pandemic-related products, rapid shifts in the type, quantity or quality of products sold, and higher product costs. Additional effects on Grainger's business include disruptions or closures of customer and supplier facilities, and their ability to continue as a going concern. Furthermore, Grainger's ability to collect its accounts receivable or receive product ordered from suppliers, as customers and suppliers face higher liquidity and solvency risks and seek terms that are less favorable to Grainger, may adversely affect the Company\u2019s business. These developments, alone or in combination, could materially adversely affect Grainger\u2019s future sales and results of operations.\nThe effects of the COVID-19 pandemic on Grainger also include restrictions on Grainger\u2019s employees\u2019 ability to visit customers and many of Grainger\u2019s employees\u2019 ability to work in offices or at facilities, as well as disruptions or temporary closures of the Company\u2019s facilities, including distribution centers, branches, and support buildings. Some actions that Grainger has taken in response to the COVID-19 pandemic, including enabling remote working arrangements, may create increased vulnerability to cybersecurity incidents, including breaches of information systems security, which could damage Grainger\u2019s reputation and commercial relationships, disrupt operations, increase costs and/or decrease revenues, and expose Grainger to claims from customers, suppliers, financial institutions, regulators, payment card association, employees and others. In addition, Grainger\u2019s remote working arrangements have required the Company to make adaptions to its controls and procedures, including to its financial reporting processes, that could impact the design or operating effectiveness of such controls or procedures.\nFurthermore, as result of surges in demand and disruptions in supply chains, including in China and other locations, the COVID-19 pandemic has resulted in shortages of certain PPE, cleaning supplies and other products, which may materially impact Grainger's ability to obtain or deliver inventory to customers on a timely basis or at all. While Grainger attempts to maintain sufficient inventory levels to meet quickly shifting customer demand patterns and supplier lead time requirements, which may become extended due to the pandemic demand increase, the Company cannot be certain it will be able to accurately predic", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 277135_2020.htm (CIK: 277135, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01380", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nXencor, Inc.\nFinancial Statements\nAudited Financial Statements for the Years Ended December 31, 2020, 2019 and 2018:\nReport of Independent Registered Public Accounting Firm\nBalance Sheets\nStatements of Comprehensive Income (Loss)\nStatements of Stockholders\u2019 Equity\nStatements of Cash Flows\nNotes to Financial Statements\nReport of Independent Registered Public Accounting Firm\nTo the Stockholders and the Board of Directors of\nXencor, Inc.\nOpinion on the Financial Statements\nWe have audited the accompanying balance sheets of Xencor, Inc. (the Company) as of December 31, 2020 and 2019, the related statements of comprehensive income (loss), stockholders\u2019 equity and cash flows for each of the three years in the period ended December 31, 2020, and the related notes to the financial statements. In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.\nWe have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company\u2019s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013, and our report, dated February 23, 2021, expressed an unqualified opinion on the effectiveness of the Company\u2019s internal control over financial reporting.\nBasis for Opinion\nThese financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\nCritical Audit Matter\nThe critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements; and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the financial statements taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.\nRevenue Recognition-Collaboration and Licensing Agreements\nAs discussed in Note 10 to the financial statements, the Company entered into collaboration and licensing agreements during the year ended December 31, 2020. These contrac", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1326732_2020.htm (CIK: 1326732, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01381", "source": "edgar", "source_license": "public_domain", "text": "Item 8.\nFinancial Statements and Supplementary Data\nReport of Independent Registered Public Accounting Firm\nTo the Shareholders and the Board of Directors of Life Storage, Inc.\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheets of Life Storage, Inc. (the Parent Company) as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive income, shareholders\u2019 equity and cash flows for each of the three years in the period ended December 31, 2020, and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) (collectively referred to as the \u201cconsolidated financial statements\u201d). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Parent Company at December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with U.S. generally accepted accounting principles.\nWe have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Parent Company\u2019s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 23, 2021 expressed an unqualified opinion thereon.\nBasis for Opinion\nThese financial statements are the responsibility of the Parent Company\u2019s management. Our responsibility is to express an opinion on the Parent Company\u2019s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Parent Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\nCritical Audit Matter\nThe critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.\nAccounting for the Acquisition of Storage Facilities\nDescription of the Matter\nAs described in Note 4 to the consolidated financial statements, during fiscal 2020, the Parent Company acquired 40 storage facilities for an aggregate purchase price of $532.6 million. The acquisitions of these facilities were accounted for as asset acquisitions.\nAuditing the Parent Company\u2019s accounting for its storage facility acquisitions ", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 944314_2020.htm (CIK: 944314, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01382", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nOur cash flow may be adversely affected by the risks related to COVID-19 pandemic, which may result in delays in the collections of our accounts receivables or non-payment.\nAlthough a substantial portion of our liabilities are non-recourse, fixed-interest-rate instruments, we utilize our lines of credit and other financing facilities which are subject to fluctuations in short-term interest rates. These non-recourse instruments, which are denominated in US dollars, were entered for other than trading purposes and, except for amounts drawn under the WFCDF facility, bear interest at a fixed rate. Because the interest rate on these instruments is fixed, changes in interest rates will not directly impact our cash flows. Our financing transactions are funded with our cash flows, not debt, may be subject to interest rate risk. If the market interest rate exceeds our internal rate of return, we may not fund the transaction to obtain the proceeds. Borrowings under the WFCDF facility bear interest at a market-based variable rate. As of March 31, 2020, the aggregate fair value of our recourse and non-recourse borrowings approximated their carrying value.\nWe have transactions in foreign currencies, primarily in British Pounds, Euros, and Indian Rupees. There is a potential for exposure to fluctuations in foreign currency rates resulting primarily from the translation exposure associated with the preparation of our consolidated financial statements. In addition, we have foreign currency exposure when transactions are not denominated in our subsidiary\u2019s functional currency. To date, our foreign operations are insignificant in relation to total consolidated operations and we believe that potential fluctuations in currency exchange rates will not have a material effect on our financial position.\nThe UK referendum (\u201cBrexit\u201d) to leave the European Union could impact revenue items, cost items, tax, goodwill impairments and liquidity, among others. The most obvious immediate impact is the effect of foreign exchange fluctuations on revenue and cost items. We have determined that our foreign currency exposure for our UK operations is insignificant in relation to total consolidated operations and we believe those potential fluctuations in currency exchange rates and other Brexit-related economic and operational risks will not have a material effect on our results of operations and financial position.\nWe evaluate Brexit-related developments on a regular basis to determine if such developments are anticipated to have a material impact on the Company\u2019s results on operations and financial position.\nWe lease assets in foreign countries, including Canada, the UK and several other European countries. As a lessor, we lease assets for amounts denominated in British Pounds, Euros, and Canadian dollars. As our foreign operations have been smaller compared to our domestic operations, we believe that potential fluctuations in currency exchange rates will not have a material effect on our financial position.\nITEM 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1022408_2020.htm (CIK: 1022408, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01383", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors.\nSummary of Risk Factors\nAn investment in our common stock involves various risks, and prospective investors are urged to carefully consider the matters discussed in the section titled \u201cRisk Factors\u201d prior to making an investment in our common stock. These risks include, but are not limited to, the following:\n\u2022We will require substantial additional capital to finance our operations which may not be available to us on acceptable terms, or at all. If we fail to obtain necessary financing, we may be unable to complete the development and potential commercialization of our product candidates.\n\u2022We have incurred significant losses in every quarter since our inception and anticipate that we will continue to incur significant losses in the future.\n\u2022We have a limited operating history, which may make it difficult for you to evaluate the success of our business to date and to assess our future viability.\n\u2022We currently have no source of product revenue and may never become profitable.\n\u2022Our product candidates are in early stages of development and may fail in development or suffer delays that materially and adversely affect their commercial viability. If we are unable to complete development of, or commercialize our product candidates, or experience significant delays in doing so, our business will be materially harmed.\n\u2022Our business is heavily dependent on the success of our Neoleukin platform and of our most advanced product candidate, NL-201. Existing and future preclinical studies and clinical trials of these product candidates may not be successful, and if we are unable to commercialize these product candidates or experience significant delays in doing so, our business will be materially harmed. NL-201 is currently the subject of a clinical hold from the FDA, which prevents us from initiating clinical trials of this candidate in the U.S. We are working to respond to the FDA's requests, but do not have a definitive timeline as to when or if we will be able to obtain clearance to proceed.\n\u2022Our future clinical trials or those of any future collaborators may reveal significant adverse events not seen in our preclinical studies and may result in a safety profile that could inhibit regulatory approval or market acceptance of any of our product candidates.\n\u2022If we do not achieve our projected development goals in the timeframes we announce and expect, the commercialization of our products may be delayed and, as a result, our stock price may decline.\n\u2022Our approach to the discovery and development of our therapeutic treatments is based on de novo protein design technology which is unproven and may not result in marketable products.\n\u2022We expect to rely on third parties to conduct certain of our preclinical studies or clinical trials. If those third parties do not perform as contractually required, fail to satisfy legal or regulatory requirements, miss expected deadlines or terminate the relationship, our development program could be delayed with potentially material and adverse effects on our business, financial condition, results of operations, and prospects.\n\u2022We rely on third-party manufacturers and suppliers to supply components of our product candidates. The loss of our third-party manufacturers or suppliers, or our or their failure to comply with applicable regulatory requirements or to supply sufficient quantities at acceptable quality levels or prices, or at all, would materially and adversely affect our business.\n\u2022The outbreak of the novel strain of coronavirus, SARS-CoV-2, which causes COVID-19, could adversely impact our business, including our preclinical development activities and planned clinical trials.\n\u2022If we are not able to obtain, maintain, and enforce patent protection for our product candidates, our Neoleukin platform technology, or other proprietary technologies we may develop, development and commercialization of our product candidates may be adversely affected.\nRisk Factors\nYou should carefully conside", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1404644_2020.htm (CIK: 1404644, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01384", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA (In thousands except per share data)\n(1)\nIn 2020, the Company incurred $35,000 in rent expense in addition to rent paid as a non-cash expense for new lease accounting rules.\n(2)\nIn 2018, the Company incurred $300,000 in various expenses related to initiating a franchising program for Craft Pizza & Pub, $166,000 in pre-opening costs for the Company\u2019s Craft Pizza & Pub locations and $39,000 for abandoned leasehold improvements. The Company does not expect to incur any of these expenses in the future.\n(3)\nThe significant increase in income tax expense for 2017 was a result of decreasing the carrying value of the Company\u2019s deferred tax assets as a result of the 2017 Tax Cuts and Jobs Act (the \u201c2017 Tax Act\u201d) lowering the highest corporate income tax rate from 34% to 21%. The increase in tax expense for 2018 was the result of the Company evaluating its deferred tax assets and determining that $1.4 million of the deferred tax credits may expire in 2019 and 2020 before they are fully utilized, partially offset by the tax benefit of $503,000 from the loss before income from continuing operations which was primarily the result of the adjustment made to the valuation of receivables. In 2019, after again evaluating its deferred tax assets, it was determined that $1.7 million of the net operating loss carry-forward may expire before it is used, therefore the Company increased the tax expense in 2019 and reduced the deferred tax asset by $400,000. In 2020, in light of the additional uncertainty created as a result of the COVID-19 pandemic, the Company decided to create a reserve for uncollectability on all long-term franchisee receivables. The Company will continue to pursue collection where circumstances are appropriate and all collections of these receivables in the future will result in additional income at the time received.\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax expense, deferred tax, tax rate. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01385", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data.\nReport of Independent Registered Public Accounting Firm\nBalance Sheet as of December 31, 2020\nStatement of Operations and Comprehensive Loss for the Period from February 3, 2020 (Date of Inception) through December 31, 2020\nStatement of Stockholders\u2019 Equity for the Period from February3, 2020 (Date of Inception) through December 31, 2020\nStatement of Cash Flows for the Period from February 3, 2020 (Date of Inception) through December 31, 2020\nNotes to Financial Statements\nReport of Independent Registered Public Accounting Firm\nTo the Board of Directors and\nStockholders of GigCapital3, Inc.\nOpinion on the Financial Statements\nWe have audited the accompanying balance sheet of GigCapital3, Inc. (a Delaware corporation) (the \u201cCompany\u201d) as of December 31, 2020, and the related statements of operations and comprehensive loss, stockholders\u2019 equity, and cash flows for the period from February 3, 2020 (date of inception) through December 31, 2020, and the related notes (collectively referred to as the \u201cfinancial statements\u201d). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020, and the results of its operations and its cash flows for the period from February 3, 2020 (date of inception) through December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.\nGoing Concern Uncertainty\nThe accompanying financial statements have been prepared assuming that GigCapital3, Inc. will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has no present revenue, its business plan is dependent on the completion of a financing and the Company\u2019s cash and working capital as of December 31, 2020 are not sufficient to complete its planned activities for the upcoming year. These conditions raise substantial doubt about the Company\u2019s ability to continue as a going concern. Management\u2019s plans regarding these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.\nBasis for Opinion\nThese financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on these financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (\u201cPCAOB\u201d) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company\u2019s internal control over financial reporting. Accordingly, we express no such opinion.\nOur audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.\n/s/ BPM LLP\nWe have", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1802749_2020.htm (CIK: 1802749, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01386", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk.\nThe Company is a smaller reporting company, as defined by Rule 12b-2 of the Exchange Act and is not required to provide information under this item.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1096950_2020.htm (CIK: 1096950, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01387", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nOur future income, cash flows and fair value relevant to our financial instruments depends upon prevailing market interest rates. Market risk refers to the risk of loss from adverse changes in market prices and interest rates. Based upon the nature of our operations, the principal market risk to which we are exposed is the risk related to interest rate fluctuations. Many factors, including governmental monetary and tax policies, domestic and international economic and political considerations, and other factors that are beyond our control, contribute to interest rate risk. To manage this risk, we purchased interest rate caps on the $410.0 million of Tribeca House debt outstanding (prior to the Tribeca House debt refinancing on February 21, 2018), the $64.7 million of Clover House debt outstanding (prior to the Clover House debt refinancing on November 8, 2019), the $75.0 million of 250 Livingston Street debt outstanding (prior to the 250 Livingston Street debt refinancing on May 31, 2019) and the $20.4 million of 1010 Pacific Street debt outstanding as of December 31, 2020, that would provide interest rate protection if one-month LIBOR exceeds 2.0% for the Tribeca House loans, 3.0% for the Clover House loans, 4.0% for the 250 Livingston Street loan and 3.6% for the 1010 Pacific Street loans. On April 27, 2018, we terminated the Tribeca House interest rate cap.\nA one percent change in interest rates on our $20.4 million of variable rate debt as of December 31, 2020, would impact annual net income by approximately $0.2 million.\nThe fair value of the Company\u2019s notes payable was approximately $1,204.2 million and $1,058.1 million as of December 31, 2020 and 2019, respectively.\nITEM 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1649096_2020.htm (CIK: 1649096, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01388", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data.\nThe following selected consolidated financial data for the years ended December 31, 2020, 2019, 2018, 2017 and 2016 is derived from our consolidated financial statements. Our consolidated financial statements for the years ended December 31, 2020 and 2019 have been audited by Deloitte & Touche LLP, our independent registered public accounting firm, while our consolidated financial statements for the years ended 2018, 2017 and 2016 were audited by RSM US LLP, our former independent registered public accounting firm. The data should be read in conjunction with our consolidated financial statements and related notes thereto and \u201cItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1525759_2020.htm (CIK: 1525759, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01389", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nThe following table presents information about certain of our market-sensitive financial instruments at December 31, 2020. The fair values were determined based on quoted market prices for the same or similar instruments. The average effective interest rates presented are based on the rate in effect at the reporting date. The effects of unamortized discounts and issue costs are excluded from the table.\nWe have no affiliation with partnerships, trusts or other entities (sometimes referred to as \u201cspecial-purpose\u201d or \u201cvariable-interest\u201d entities) whose purpose is to facilitate off-balance sheet financial transactions or similar arrangements by us. As a result, we have no exposure to the financing, liquidity, market or credit risks associated with such entities.\nWe do not hold or issue derivative instruments for trading purposes and are not a party to any instruments with leverage or prepayment features.\nITEM 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 70318_2020.htm (CIK: 70318, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01390", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\nThe following discussion and analysis should be read in conjunction with our consolidated financial statements and the notes thereto, included in \u201cItem 15. Exhibits and Financial Statement Schedules\u201d of this Report. Our accounting policies have the potential to significantly impact our financial statements, either because of the significance of the financial statement item to which they relate, or because they require judgment and estimation due to the uncertainty involved in measuring, at a specific point in time, events that are continuous in nature.\nBusiness Overview, Recent Developments and Outlook\nPlease see \u201cItem 1. Business\u201d of this Report for an overview of our business and recent developments. Please see \u201cItem 1A. Risk Factors\u201d of this Report for a discussion of the risk factors that may impact our current and future operations, and financial condition.\nEquity Partners Separation\nIn September 2019, we entered into an Amendment (the \u201cMann Amendment\u201d) to the Employment Agreement (the \u201cMann Employment Agreement\u201d) for Kenneth Mann, a named executive officer of the Company and the Senior Managing Director of Equity Partners. Pursuant to the terms of the Mann Amendment, Mr. Mann continued his current employment with Equity Partners until December 31, 2019, after which time the Mann Employment Agreement and Mann Amendment terminated and Mr. Mann\u2019s employment with Equity Partners ceased (the \u201cResignation Time\u201d).\nEquity Partners agreed to provide Mr. Mann with his current annual salary of $375,000, potential bonus in an amount equal to $50,000 paid in regular payroll, and continued benefits. In addition, Equity Partners agreed to pay to the personnel of Equity Partners (including Mr. Mann) an aggregate bonus equal to the sum of 50% of Equity Partners\u2019 2019 net operating income (if any), plus $25,000. Mr. Mann agreed to surrender, and to cause an entity controlled by him to surrender, at the Resignation Time certain options to purchase our common stock possessed by either Mr. Mann or the entity controlled by Mr. Mann.\nOn January 1, 2020 Equity Partners transferred to Mr. Mann certain assets of Equity Partners (the \u201cTransferred Assets\u201d), free and clear of all liens. The Mann Amendment provided Mr. Mann the right to choose, in his sole discretion, to accept assignment from Equity Partners of any of the liabilities and obligations of Equity Partners listed in the Mann Amendment by providing written notice to Equity Partners by November 29, 2019. Other than the Transferred Assets, Equity Partners retained all of the assets and rights held by Equity Partners.\nIn accordance with the agreement, Mr. Mann agreed to pay, or to cause a buyer to pay, to Equity Partners a percentage of all revenue received with respect to each engagement for which we were engaged or retained as of December 31, 2019 but that was closed or completed following December 31, 2019, subject to certain exclusions. The percentage to be paid is determined by multiplying the revenue by the percentage of the engagement completed prior to December 31, 2019, as determined in good faith by Mr. Mann and a representative of Equity Partners on or before December 31, 2019. Equity Partners maintains a right to audit Mr. Mann\u2019s and a buyer\u2019s records for up to one year following the final payment for all such engagements.\nWe recorded a non-cash goodwill impairment charge on December 31, 2019 of $0.6 million as a result of this separation transaction.\nLiquidity and Capital Resources\nLiquidity\nAt December 31, 2020, we had working capital of $13.0 million, as compared to a working capital deficit of $2.4 million at December 31, 2019, an increase of $15.4 million.\nOn October 6, 2020, we completed a public offering (the \u201c2020 Public Offering\u201d) of 5,462,500 shares of our common stock, at a public offering price of $1.75 per share, which included a full exercise of the underwriters\u2019 option to", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 849145_2020.htm (CIK: 849145, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01391", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nThe following important business risks and factors, and those business risks and factors described elsewhere in this report or our other Securities and Exchange Commission filings, could cause our actual results to differ materially from those stated in our forward-looking statements, and which could affect the value of an investment in the Company. All references to \u201cwe\u201d, \u201cus\u201d, \u201cour\u201d and the like refer to the Company.\nRisks Related to our Business and Industry\nLoss of, or reduction of business from, substantial clients could hurt our business by reducing our revenues, profitability and cash flow.\nDuring the fiscal year ended February 29, 2020, four customers accounted for approximately 86% of our revenues. The loss or financial failure of any significant customer or distributor, any reduction in orders by any of our significant customers or distributors, or the cancellation of a significant order could materially and adversely affect our business. Furthermore, due to continued industry consolidation, the loss of any one customer or significant order may have a greater impact than we anticipate. We cannot guarantee that we will be able to retain long-term relationships or secure renewals of short-term relationships with our more substantial customers in the future.\nOur complex manufacturing processes may lower yields and reduce our revenues.\nOur manufacturing processes are highly complex, require advanced and costly equipment and are continuously being modified in an effort to improve yields and product performance. Minute impurities or other difficulties in the manufacturing process can lower yields. Our manufacturing efficiency will be an important factor in our future profitability, and we cannot assure you that we will be able to maintain our manufacturing efficiency or increase manufacturing efficiency to the same extent as our competitors.\nIn addition, as is common in the semiconductor industry, we have from time to time experienced difficulty in effecting transitions to new manufacturing processes. As a consequence, we may suffer delays in product deliveries or reduced yields. We may experience manufacturing problems in achieving acceptable yields or experience product delivery delays in the future as a result of, among other things, capacity constraints, upgrading or expanding our existing facility or changing our process technologies, any of which could result in a loss of future revenues. Our operating results could also be adversely affected by the increase in fixed costs and operating expenses related to increases in production capability if revenues do not increase proportionately.\nOur ability to repair and maintain the aging manufacturing equipment we own may adversely affect our ability to deliver products to our customers\u2019 requirements. We may be forced to expend significant funds in order to acquire replacement manufacturing equipment that may not be readily available, thus resulting in manufacturing delays.\nOur business could be materially and adversely affected if we are unable to obtain qualified supplies of raw materials, parts and finished components on a timely basis and at a cost-effective price.\nThe Company relies on its relationships with certain key suppliers for its supply of raw materials, parts and finished components that are qualified for use in the end-products the Company manufactures. While the Company currently has favorable working relationships with its suppliers, it cannot be sure that these relationships will continue in the future. Additionally, the Company cannot guarantee the availability or pricing of raw materials. The price of qualified raw materials can be highly volatile due to several factors, including a general shortage of raw materials, an unexpected increase in the demand for raw materials, disruptions in the suppliers\u2019 business and competitive pressure among suppliers of raw materials to increase the price of raw materials. In particular, the Company h", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 91668_2020.htm (CIK: 91668, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01392", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nInvestors should carefully consider the following risk factors and all other information contained in this Annual Report. There is a great deal of risk involved. Any of the following risks could affect our business, its financial condition, its potential profits or losses, and could result in you losing your entire investment if our business became insolvent. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties, including those not presently known to us or that we currently deem immaterial, also may result in decreased revenues, increased expenses or other events which could result in a decline in the price of our common stock.\nRisks Related to Our Common Stock\nWe may decide to acquire assets or enter into business combinations, which could be paid for, either wholly or partially with our common stock and if we decide to do this our current shareholders would experience dilution in their percentage of ownership.\nOur Articles of Incorporation give our Board of Directors the right to enter into any contract without the approval of our shareholders. Therefore, our management could decide to make an investment (buy shares, loan money, etc.) without shareholder approval. If we acquire an asset or enter into a business combination, this could include exchanging a large amount of our common stock, which could dilute the ownership interest of present stockholders.\nFuture stock distributions could be structured in such a way as to be 1) diluting to our current shareholders or 2) could cause a change in control to new investors.\nIf we raise additional funds by selling more of our stock, the new stock may have rights, preferences or privileges senior to those of the rights of our existing stock. If common stock is issued in return for additional funds, the price per share could be lower than that paid by our current stockholders. The result of this would be a lessening of each present stockholder\u2019s relative percentage interest in our company.\nThe Company\u2019s common shares currently trade within the NASDAQ Capital Market in the United States. The common shares also formerly traded on the Toronto Stock Exchange in Canada until the Company voluntarily delisted from the Toronto Stock Exchange on October 11, 2012. The average daily trading volume of our common stock was approximately 1,765 shares on NASDAQ for the fiscal year ended August 31, 2020. With this limited trading volume, investors could find it difficult to purchase or sell our common stock.\n- 8 -\nRisks Related to Our Business\nA contagious disease outbreak, such as the recent COVID-19 pandemic emergency, could have an adverse effect on our operations and financial condition\nOur business could be negatively affected by an outbreak of an infectious disease due to the consequences of the actions taken by companies and governments to contain and control the virus. These consequences include:\n\u00b7\nThe inability of our third-party manufacturers in China and elsewhere to manufacture or deliver products to us in a timely manner, if it all.\n\u00b7\nIsolation requirements may prevent our employees from being able to report to work or being required to work from home or other off-site location which may prevent us from accomplishing certain functions, including receiving products from our suppliers and fulfilling orders for our customers, which may result in an inability to meet our obligations.\n\u00b7\nOur new products may be delayed or require unexpected changes to be made to our new or existing products.\n\u00b7\nThe effect of the outbreak on the economy may be severe, including an economic downturn and decrease in employment levels which could result in a decrease in consumer demand for our products.\nThe financial impact of such an outbreak are outside our control and are not reasonable to estimate but may be significant. The costs associated with any outbreak may have an adverse impact on our operations and financial condition and no", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 885307_2020.htm (CIK: 885307, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01393", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\nWe are a \u201cSmaller Reporting Company\u201d as defined under \u00a7229.10(f)(1) of Regulation S-K and are not required to provide the information required by this Item.\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1445109_2020.htm (CIK: 1445109, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01394", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nThe information required by Item 11 is incorporated herein by reference to the information that appears under the headings \u201cCompensation Discussion and Analysis,\u201d \u201cExecutive Compensation,\u201d \u201cCorporate Governance Matters - Board Compensation,\u201d\n\u201cCompensation Committee Interlocks and Insider Participation,\u201d and \u201cCompensation Committee Report\u201d in the Company\u2019s Proxy Statement.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 796534_2020.htm (CIK: 796534, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01395", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data.\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nTo the Board of Directors and Stockholders of Global Technologies, Ltd.\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheets of Global Technologies, Ltd. (\u201cthe Company\u201d) as of June 30, 2020 and 2019, and the related consolidated statements of operations, stockholders\u2019 equity (deficit), and cash flows for the years in the two-year period ended June 30, 2020, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2020 and 2019, and the results of its operations and its cash flows for the years in the two-year period ended June 30, 2020, in conformity with accounting principles generally accepted in the United States of America.\nGoing Concern\nThe accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note L to the financial statements, the Company has an accumulated deficit, net losses, and negative cash flows from operations. These factors raise substantial doubt about the Company\u2019s ability to continue as a going concern. Management\u2019s plans in regard to these matters are also described in Note L. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.\nBasis for Opinion\nThese financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company\u2019s internal control over financial reporting. Accordingly, we express no such opinion.\nOur audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\nWe have served as the Company\u2019s auditor since 2019.\nSpokane, Washington\nDecember 18, 2020\nGLOBAL TECHNOLOGIES, LTD\nCONSOLIDATED BALANCE SHEETS\nThe accompanying notes are an integral part of these consolidated financial statements.\nGLOBAL TECHNOLOGIES, LTD\nCONSOLIDATED STATEMENTS OF OPERATIONS\nFor the years ended June 30, 2020 and 2019\nThe accompanying notes are an integral part of these consolidated financial statements.\nGLOBAL TECHNOLOGIES, LTD\nCONSOLIDATED STATEMENTS OF STOCKHOLDERS (DEFICIENCY)\nFor the years ended June 30, 2020 and 2019\nThe accompanying notes are an integral part of these consolidated financial statements.\nGLOBAL TECHNOLOGIES, LTD\nCONSOLIDATED STATEMENTS OF CASH FL", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 932021_2020.htm (CIK: 932021, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01396", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\n(1) The Company's financial statements for periods prior to the Separation and the Distribution on April 3, 2020 are prepared on a \"carve-out\" basis. See Note 2 - Basis of Presentation in the accompanying Notes to the Consolidated Financial Statements.\n(2) 2020 Operating profit includes a $1.1 billion gain on the sale of our equity ownership in Beijer Ref AB (\"Beijer\"), (see Note 6 - Equity Method Investments and Related Parties in the accompanying Notes to the Consolidated Financial Statements), and a $71 million impairment charge on a minority-owned joint venture investment. 2019 Operating profit includes a $108 million impairment charge related to a minority-owned joint venture investment. 2018 Operating profit includes a $799 million gain on the sale of Taylor Company (\"Taylor\"). 2017 operating profit includes a $379 million gain on the sale of our investment in Watsco, Inc.\n(3) 2020 Net income includes a $51 million charge related to a valuation allowance recorded against a United Kingdom tax loss and credit carryforward as a result of the Separation and a $46 million charge resulting from Carrier's decision to no longer permanently reinvest certain pre-2018 unremitted non-U.S. earnings. 2019 Net income includes a net tax benefit of $149 million as a result of the filing by a Carrier subsidiary to participate in an amnesty program offered by the Italian Tax Authority and the conclusion of an audit by the IRS for UTC's 2014, 2015 and 2016 tax years. 2018 Net income includes a net tax charge of $102 million as a result of UTC ceasing to assert that it intended to reinvest certain undistributed earnings of its international subsidiaries. 2017 Net income includes net tax charges of approximately $799 million related to U.S. tax reform legislation enacted in December 2017.\n(4) Earnings per share for periods presented prior to the Separation and the Distribution were calculated using the number of shares that were distributed to UTC shareowners as a result of the Distribution. For periods prior to the Separation and the Distribution it is assumed that there are no dilutive equity instruments as there were no Carrier stock-based awards outstanding prior to the Separation and the Distribution.\n(5) Working capital is defined as current assets less current liabilities.\n(6) The increase in total assets and total liabilities in 2019 primarily relates to the adoption of Accounting Standards Update (\"ASU\") 2016-02, Leases, which Carrier adopted effective January 1, 2019.\n(7) The increase in long-term debt and total liabilities during 2020 reflects the issuance of long-term debt of $11.0 billion associated with the Separation, and the issuance of $750 million 2.700% Notes due 2031, less a $1.75 billion debt prepayment made in the three months ended December 31, 2020. See Note 12 - Borrowings and Lines of Credit in the accompanying Notes to the Consolidated Financial Statements.\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: tax benefit, tax reform, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01397", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nCompensation of Executives\nAs of December 31, 2020, we did experience cash flow events as a result of cash payments to our CEO, Gerard M. Jacobs, to our President and CFO William C. \"Jake\" Jacobs, and to our COO Nicholas S. Warrender.\nGerard M. Jacobs, William C. Jacobs and Nicholas S. Warrender each earn base compensation from the Company at the rate of $100,000 per year. They are all also entitled to participate in a company-wide management bonus pool. They are all also entitled to reimbursement for all of their business-related expenses. Gerard M. Jacobs and William C. Jacobs are all also entitled to certain bonuses and warrants pursuant to their Compensation Agreements with the Company.\nAs of December 31, 2019, we did experience cash flow events as a result of cash payments to our CEO, Gerard M. Jacobs, and to payments to our President and CFO William C. \"Jake\" Jacobs. As of December 31, 2019, we did not experience cash flow events as a result of cash payments to our Chief Operating Officer Nicholas S. Warrender, who joined our company on February 24, 2020.\nWe have not provided retirement benefits or severance or change of control benefits to Gerard M. Jacobs, William C. \"Jake\" Jacobs, or Nicholas S. Warrender.\nNotes\n(A)In 2020, Gerard M. Jacobs earned $15,000 in consulting fees prior to signing his employment agreement dated February 24, 2020. Then, under his employment agreement from February 24, 2020 through December 31, 2020, Gerard M. Jacobs earned gross salary of $84,226.\n(B)In 2020, William C. Jacobs earned $10,000 in consulting fees prior to signing his employment agreement dated February 24, 2020. Then, under his employment agreement from February 24, 2020 through December 31, 2020, William C. Jacobs earned gross salary of $84,226. As of December 31, 2020, William C. Jacobs, a Florida resident, was owed $2,475 from the State of Illinois for money mistakenly taken out of his paychecks and paid to the State of Illinois for Illinois income tax.\n(C)In 2020, Gerard M. Jacobs' Warrant Awards consisted of:\n(1) Five-year warrants to purchase 250,000 shares of common stock of AQSP exercisable at $5.00 per share, worth $733,499, issued to Gerard M. Jacobs upon the execution of an employment agreement on 2/24/2020 (pursuant to the 6/19/19 Compensation Agreement). We used the Black-Scholes valuation model to value these warrants, incorporating into the model an interest rate of 1.21%, estimated future volatility of 361.49%, and an estimated life of 2.5 years.\n(2) A warrant to purchase 200,000 shares of common stock, exercisable at $5 per share, issued to Gerard M. Jacobs as part of the consideration of the Lifted acquisition, valued at $547,269. We used the Black-Scholes valuation model to value these warrants, incorporating into the model an interest rate of 1.55%, estimated future volatility of 361.49%, and an estimated life of 2.57 years.\n(D)In 2020, William C. Jacobs' Warrant Awards consisted of:\n(1) The expensing of five-year warrants to purchase 225,000 shares of common stock exercisable at $5.00 per share, worth $660,149 issued to Gerard M. Jacobs upon the execution of an employment agreement on 2/24/2020 (pursuant to the 6/19/19 Compensation Agreement). We used the Black-Scholes valuation model to value these warrants, incorporating into the model an interest rate of 1.21%, estimated future volatility of 361.49%, and an estimated life of 2.5 years.\n(2) A warrant to purchase 225,000 shares of common stock, exercisable at $5 per share, issued to William C. Jacobs as part of the consideration of the Lifted acquisition, valued at $615,678. We used the Black-Scholes valuation model to value these warrants, incorporating into the model an interest rate of 1.55%, estimated future volatility of 361.49%, and an estimated life of 2.57 years.\n(E)Under his employment agreement from February 24, 2020 through December 31, 2020, Nicholas S. Warrender earned gross salary of $89,333.\n(F)Historically, ou", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1391135_2020.htm (CIK: 1391135, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01398", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk\nUncertainty with respect to the economic effects of the COVID-19 pandemic has introduced significant volatility in the financial markets, and the effect of the volatility could materially impact our market risks, including those listed below. We are subject to financial market risks, including valuation risk and interest rate risk.\nValuation Risk\nOur investments may not have a readily available market price, and we value these investments at fair value as determined in good faith by the Board of Directors in accordance with our valuation policy. There is no single standard for determining fair value in good faith. As a result, determining fair value requires that judgment be applied to the specific facts and circumstances of each portfolio investment while employing a consistently applied valuation process for the types of investments we make. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may fluctuate from period to period, including as a result of the impact of the COVID-19 pandemic on the economy and financial and capital markets. Because of the inherent uncertainty of valuation, these estimated values may differ significantly from the values that would have been used had a ready market for the investments existed, and it is possible that the difference could be material.\nInterest Rate Risk\nInterest rate sensitivity and risk refer to the change in earnings that may result from changes in the level of interest rates. To the extent that we borrow money to make investments, including under the Credit Facility or any future financing arrangement, our net investment income will be affected by the difference between the rate at which we\nborrow funds and the rate at which we invest these funds. In periods of rising interest rates, our cost of borrowing funds would increase, which may reduce our net investment income. As a result, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income.\nAs of December 31, 2020, approximately 25.3% of our debt investments at fair value represented floating-rate investments based on PRIME, and approximately 74.7% of our debt investments at fair value represented fixed-rate investments. In addition, borrowings under the Credit Facility are subject to floating interest rates based on LIBOR, generally bearing interest at a rate of the three-month LIBOR plus 3.25%.\nBased on our Consolidated Statements of Operations as of December 31, 2020, the following table shows the annualized impact on net income of hypothetical base rate changes in the PRIME rate on our debt investments (considering interest rate floors for floating rate instruments) and the hypothetical base rate changes in the three-month LIBOR on our Credit Facility and there are no changes in our investment and borrowing structure (in thousands):\nCurrency Risk\nIn addition, any investments we make that are denominated in a foreign currency will be subject to risks associated with changes in currency exchange rates. These risks include the possibility of significant fluctuations in the foreign currency markets, the imposition or modification of foreign exchange controls and potential illiquidity in the secondary market. These risks will vary depending upon the currency or currencies involved. As of December 31, 2020, we had one foreign domiciled portfolio. Our exposure to currency risk related to this investment is minimal as payments from such portfolio company are received in U.S. dollars. No other investments as of December 31, 2020 were subject to currency risk.\nHedging\nWe do not currently engage in any hedging activities. However, we may, in the future, hedge against interest rate and currency exchange rate fluctuations by using standard hedging instruments such as futures,", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1786108_2020.htm (CIK: 1786108, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01399", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.\nForward-Looking statements. Certain statements contained in this report are not based on historical facts, but are forward-looking statements that are based upon various assumptions about future conditions. Actual events in the future could differ materially from those described in the forward-looking information. Numerous unknown factors and future events could cause such differences, including but not limited to, product demand, market acceptance, success of marketing strategy, success of expansion efforts, impact of competition, adverse economic conditions, and other factors affecting the Company\u2019s business that are beyond the Company\u2019s control, which are discussed elsewhere in this report. Consequently, no forward-looking statement can be guaranteed. The Company undertakes no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise. This Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the Company\u2019s financial statements and the related notes included elsewhere in this report.\nOverview. The Company reflected a loss before income tax benefit of $1,139,900 for fiscal 2020 compared to income before income tax expense of $770,200 for fiscal 2019, primarily due to increased operating expenses as a result of the Company\u2019s investment in its Bioprocessing Systems operations, decreased sales of catalyst research products, a non-recurring charge for the termination of a management employee, and other corporate expenses. Commencing in the last quarter of the Company\u2019s fiscal year 2019, the Company began to invest heavily in its bioprocessing business by hiring a new President of SBI, engineering staff, application scientists, sales and marketing personnel, which is expected to continue at increased levels into fiscal 2021. In June 2020 the Company raised approximately $6 million through the sale of its Common Stock and warrants to purchase Common Stock to finance these efforts. The Company\u2019s results also suffered from a material decrease in sales of Catalyst Research Instruments due mostly to the COVID-19 pandemic, and to a lesser extent, decreased sales of Benchtop Laboratory Equipment in the last quarter of fiscal 2020, also due to the pandemic. The results reflect total non-cash amounts for depreciation, amortization, and adjustments to contingent consideration liabilities of approximately $273,500 for fiscal 2020 and approximately $778,500 for fiscal 2019.\nThe challenges posed by the COVID-19 pandemic on the global economy began to take effect and impact the Company\u2019s operations at the end of the third quarter of the year ended June 30, 2020. At that time, the Company took appropriate action and put plans in place to diminish the effects of COVID-19 on its operations, enabling the Company to continue to operate with minor or temporary disruptions to its operations. The Company took immediate action as it pertains to COVID-19 preparedness by implementing the Center for Disease Control\u2019s guidelines for employers in order to protect the Company\u2019s employees\u2019 health and safety, with actions such as implementing work from home, social distancing in the workplace, requiring self quarantine for any employee showing symptoms, wearing face coverings, and training employees on maintaining a healthy work environment. However, if an employee becomes infected in the future, and the Company is forced to shut down for a period of time, it could have a short-term negative impact on operations. At the beginning of the pandemic, the Catalyst Research Instruments and Bioprocessing Systems Operations were shut down due to state mandates, however, the impact on operations was immaterial, and the Company has been able to retain its employees without furloughs or layoffs, in part, due to the Company\u2019 receipt of $563,800 loa", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax expense, tax benefit. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01400", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7\nMANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\n\u201cForward-Looking\u201d Information\nThis Annual Report contains certain \u201cforward-looking statements\u201d within the meaning of the Exchange Act, which represent the Company\u2019s expectations and beliefs, including, but not limited to, statements concerning gross margins, sales of the Company\u2019s products and future financing plans, income from investees and litigation. These statements by their nature involve substantial risks and uncertainties, certain of which are beyond the Company\u2019s control. Actual results may differ materially depending on a variety of important factors, including the financial condition of the Company\u2019s customers, changes in the economic and competitive environments, the performance of the investment portfolio and the demand for the Company\u2019s products.\nFor information concerning these factors and related matters, see \u201cRisk Factors\u201d in Part I, Item 1A in this Annual Report. However, other factors besides those referenced could adversely affect the Company\u2019s results, and you should not consider any such list of factors to be a complete set of all potential risks or uncertainties. Any forward-looking statements made by the Company herein speak as of the date of this Annual Report. The Company does not undertake to update any forward-looking statements, except as required by law.\nOverview\nGencor is a leading manufacturer of heavy machinery used in the production of highway construction materials and environmental control equipment. The Company\u2019s core products include asphalt plants, combustion systems, fluid heat transfer systems and asphalt pavers. The Company\u2019s products are manufactured at three facilities in the United States.\nBecause the Company\u2019s products are sold primarily to the highway construction industry, the business is seasonal in nature. Traditionally, the Company\u2019s customers reduce their purchases of new equipment for shipment during the summer and fall months to avoid disrupting their peak season for highway construction and related repair work. The majority of orders for the Company\u2019s products are thus received between October and February, with a significant volume of shipments occurring in the late winter and spring. The principal factors driving demand for the Company\u2019s products are the overall economic conditions, the level of government funding for domestic highway construction and repair, Canadian infrastructure spending, the need for spare parts, fluctuations in the price of liquid asphalt, and a trend towards larger more efficient asphalt plants.\nOn December 4, 2015, President Obama signed into law a five-year, $305 billion transportation bill, Fixing America\u2019s Surface Transportation Act (the \u201cFAST Act\u201d). The FAST Act reauthorized the collection of the 18.4 cents per gallon gas tax that is typically used to pay for transportation projects. It also included $70 billion from other areas of the federal budget to close a $16 billion annual funding deficit. The bill included spending of more than $205 billion on roads and highways over five years. The 2016 funding levels were approximately 5% above 2015 projected funding, with annual increases between 2.0% and 2.5% from 2016 through September 2020. On the eve of its expiration, a one-year\nextension to the FAST Act was passed and signed into law. The one-year\nextension maintains current funding levels under the FAST Act through September 2021.\nCalifornia\u2019s Senate Bill 1 (\u201cSB1\u201d), the Road Repair and Accountability Act of 2017, was signed into law on April 28, 2017. The legislative package invests $54 billion over the next decade to fix roads, freeways and bridges in communities across California and puts more dollars towards transit and safety. These funds will be allocated to state and local projects. Additionally, numerous other states have taken steps to increase their gas tax revenues in recent years.\nFluctuations in the price of carbon steel, which is a signi", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 64472_2020.htm (CIK: 64472, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01401", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nIn the normal course of business, we are exposed to a broad range of risks inherent in the financial markets in which we participate, including price risk, interest-rate risk, access to and cost of financing risk, liquidity risk, counterparty risk and foreign exchange-rate risk. Potentially negative effects of these risks may be mitigated to a certain extent by those aspects of our investment approach, investment strategies, fundraising practices or other business activities that are designed to benefit, either in relative or absolute terms, from periods of economic weakness, tighter credit or financial market dislocations.\nOur predominant exposure to market risk is related to our role as general partner or investment manager for our funds and the sensitivity to movements in the fair value of their investments, which may adversely affect our investment income, management fees, and incentive fees, as applicable.\nFair value of the financial assets and liabilities of our funds may fluctuate in response to changes in the value of securities, foreign currency exchange rates, commodity prices and interest rates. The impact of investment risk is as follows:\n\u2022Investment income changes along with the realized and unrealized gains of the underlying investments in our specialized funds and certain customized separate accounts in which we have a general partner commitment. Our general partner investments include unique underlying portfolio investments with no significant concentration in any industry or country outside of the United States.\n\u2022Our management fees from our absolute return strategies are typically based on the NAV of those funds, and therefore the amount of fees that we may charge will increase or decrease in direct proportion to the effect of\nchanges in the fair value of the fund\u2019s investments. Our specialized funds and customized separate accounts attributable to our private markets strategies are not significantly affected by changes in fair value as the management fees are not generally based on the value of the specialized funds or customized separate accounts, but rather on the amount of capital committed or invested in the specialized funds or customized separate accounts, as applicable.\n\u2022Incentive fees from our specialized funds and customized separate accounts are not materially affected by changes in the fair value of unrealized investments because they are based on realized gains and subject to achievement of performance criteria rather than on the fair value of the specialized fund\u2019s or customized separate account\u2019s assets prior to realization. We had $8.5 million of deferred incentive fee revenue on our Consolidated Statements of Financial Condition as of December 31, 2020. Minor decreases in underlying fair value would not affect the amount of deferred incentive fee revenue subject to clawback.\nExchange Rate Risk\nSeveral of our specialized funds and customized separate accounts hold investments denominated in non U.S. dollar currencies that may be affected by movements in the rate of exchange between the U.S. dollar and foreign currency, which could impact investment performance. We do not possess significant assets in foreign countries in which we operate or engage in material transactions in currencies other than the U.S. dollar. Therefore, changes in exchange rates are not expected to materially impact our consolidated financial statements.\nInterest Rate Risk\nAs of December 31, 2020, we had $340.3 million of borrowings outstanding under our Term Loan Facility. The Term Loan Facility accrues interest at 2.75% over the LIBOR, subject to a 1.0% LIBOR floor. For the year ended December 31, 2020, the weighted average interest rate for our Term Loan Facility was 3.98%.\nBased on the floating rate component of our Term Loan Facility and excluding any impact of interest rate hedges as of December 31, 2020, we estimate that a 100 basis point increase i", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1819796_2020.htm (CIK: 1819796, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01402", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data\nNon-GAAP Financial Measures\nIn addition to the results presented in accordance with GAAP, this Annual Report on Form 10-K contains certain non-GAAP financial measures. The Company believes that providing these non-GAAP financial measures provides investors with information useful in understanding and comparing the Company\u2019s financial performance, performance trends, and financial position. While the Company uses these non-GAAP measures in its analysis of the Company\u2019s performance, this information should not be considered an alternative to measurements required by GAAP. The following table provides a reconciliation of certain GAAP financial measures to non-GAAP financial measures.\nThe reconciling item between the GAAP and non-GAAP financial measures was due to the one-time tax expense of $19.7 million during the year ended December 31, 2017. The one-time tax expense was driven by The Tax Cuts and Jobs Act (\u201cTax Act\u201d) and the change in the federal marginal corporate income tax rate from 35 percent to 21 percent for 2018 and future years, which resulted in the revaluation of its deferred tax assets and deferred tax liabilities (\u201cnet deferred tax asset\u201d). The Company believes the financial results are more comparable excluding the impact of the revaluation of the net deferred tax asset.\nBasic earnings per share is calculated by dividing net income by average outstanding shares and diluted earnings per share is calculated by dividing net income by diluted average outstanding shares. The one-time tax expense of $19.7 million was included in determining income for both the GAAP basic earnings per share and the GAAP diluted earnings per share. Conversely, the one-time tax expense of $19.7 million was excluded in determining income for both the non-GAAP basic earnings per share and the non-GAAP diluted earnings per share. Average outstanding shares of 77,537,664 was used in the GAAP and non-GAAP basic earnings per share for the year ended December 31, 2017. Diluted average outstanding shares of 77,607,605 was used in the GAAP and non-GAAP diluted earnings per share for the year ended December 31, 2017.\nThe return on average assets ratio is calculated by dividing net income by average assets and the return on average equity ratio is calculated by dividing net income by average equity. The one-time tax expense of $19.7 million was included in determining income for both the GAAP return on average assets and the GAAP return on average equity. Conversely, the one-time tax expense of $19.7 million was excluded in determining income for both the non-GAAP return on average assets and the non-GAAP return on average equity. Average assets of $9.678 billion was used in the GAAP and non-GAAP return on average assets ratios for the year ended December 31, 2017. Average equity of $1.188 billion was used in the GAAP and non-GAAP return on average equity ratios for the year ended December 31, 2017.\nThe dividend payout ratio is calculated by dividing dividends declared per share by basic earnings per share. The non-GAAP dividend payout ratio uses the non-GAAP basic earnings per share for calculating the ratio.\nThe effective income tax rate is calculated by dividing federal and state income tax expense by income before income taxes. The non-GAAP effective income tax rate uses the non-GAAP federal and state income tax expense of $44.9 million for calculating the rate.\nSelected Financial Data\nThe following financial data of the Company is derived from the Company\u2019s historical audited financial statements and related notes. The information set forth below should be read in conjunction with \u201cItem 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax expense, deferred tax, tax rate. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01403", "source": "edgar", "source_license": "public_domain", "text": "Item 7.Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\nItem 7A.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1785844_2020.htm (CIK: 1785844, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01404", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nInformation about compensation of our executive officers reported under the caption \u201cExecutive Compensation,\u201d and information about compensation of directors reported under the caption \u201cDirector Compensation,\u201d in our Proxy Statement for our 2021 Annual Meeting of Shareholders is incorporated herein by reference.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1642380_2020.htm (CIK: 1642380, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01405", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nTo the Shareholders and the Board of Directors of\nGaming and Leisure Properties, Inc. and Subsidiaries\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheets of Gaming and Leisure Properties, Inc. and Subsidiaries (the \"Company\") as of December 31, 2020 and 2019, the related consolidated statements of income, changes in shareholders\u2019 equity (deficit), and cash flows, for each of the three years in the period ended December 31, 2020, and the related notes and the schedules listed in the Index at Item 15 (collectively referred to as the \"financial statements\"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.\nWe have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control -- Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 19, 2021, expressed an unqualified opinion on the Company's internal control over financial reporting.\nBasis for Opinion\nThese financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\nCritical Audit Matter\nThe critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.\nLease Classification - Lease Term - See Note 14 to the financial statements\nCritical Audit Matter Description\nThe Company performs a lease classification test upon the entry into any new tenant lease or lease modification to determine if the Company will account for the lease as an operating, sales-type lease, or direct financing lease. The accounting guidance under ASC 842 is com", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1575965_2020.htm (CIK: 1575965, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01406", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nInvesting in our common stock involves risks. You should carefully consider the following risk factors, together with all the other information contained in this Annual Report on Form 10-K, before making an investment decision to purchase our common stock. The realization of any of the following risks could materially and adversely affect our business, prospects, financial condition, results of operations, and the market price and liquidity of our common stock, which could cause you to lose all or a significant part of your investment in our common stock. Some statements in this Annual Report, including statements in the following risk factors, constitute forward-looking statements. See \u201cForward-Looking Statements\u201d for more information.\nRisks Relating to Our Business\nThe loss of, changes in, or disruptions to our relationships with the Agencies and institutional investors would adversely affect our ability to originate commercial real estate loans, which would materially and adversely affect us.\nCurrently, we originate a majority of our loans held for sale through the Agencies\u2019 programs. We are approved as a Fannie Mae DUS lender nationwide, a Fannie Mae Multifamily Small Loan lender, a Freddie Mac lender nationally for Conventional, Seniors Housing, Targeted Affordable Housing and Small Balance Loans, a HUD MAP lender nationwide, a HUD LEAN lender nationally, and a Ginnie Mae issuer. Our status as an approved lender affords us a number of advantages and may be terminated by the applicable Agency at any time. The loss of such status would, or changes in our relationships could, prevent us from being able to originate commercial real estate loans for sale through the particular Agency, which would materially and adversely affect us. It could also result in a loss of similar approvals from the other Agencies. Additionally, federal budgetary policies also impact our ability to originate loans, particularly if they have a negative impact on the ability of the Agencies to do business with us. Changes in fiscal, monetary, and budgetary policies and the operating status of the U.S. government are beyond our control, are difficult to predict, and could materially and adversely affect us. During periods of limited or no U.S. government operations, our ability to originate HUD loans may be severely constrained. The impact that limited or dormant government operations may have on our HUD lending depends on the duration of such impacted operations.\nWe also broker loans on behalf of certain life insurance companies, investment banks, commercial banks, pension funds, CMBS conduits, and other institutional investors that directly underwrite and provide funding for the loans at closing. In cases where we do not fund the loan, we act as a loan broker. If these investors discontinue their relationship with us and replacement investors cannot be found on a timely basis, we could be adversely affected.\nA change to the conservatorship of Fannie Mae and Freddie Mac and related actions, along with any changes in laws and regulations affecting the relationship between Fannie Mae and Freddie Mac and the U.S. federal government or the existence of Fannie Mae and Freddie Mac, could materially and adversely affect our business.\nCurrently, we originate a majority of our loans for sale through the GSEs\u2019 programs. Additionally, a substantial majority of our servicing portfolio represents loans we service through the GSEs\u2019 programs. Changes in the business charters, structure, or existence of one or both of the GSEs could eliminate or substantially reduce the number of loans we originate with the GSEs, which in turn would lead to a reduction in fees related to such loans. These effects would likely cause us to realize significantly lower revenues from our loan originations and servicing fees, and ultimately would have a material adverse impact on our business and financial results.\nIn September 2008, the GSEs\u2019 regulator, the Federal Hou", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1497770_2020.htm (CIK: 1497770, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01407", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nTo the Board of Directors and Stockholders of Kayne Anderson BDC, Inc.\nOpinion on the Financial Statements\nWe have audited the accompanying statement of assets and liabilities of Kayne Anderson BDC, LLC (the \u201cCompany\u201d) as of December 31, 2020, and the related statements of operations, changes in member\u2019s capital and cash flows for the year ended December 31, 2020, including the related notes (collectively referred to as the \u201cfinancial statements\u201d). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020, and the results of its operations, changes in member\u2019s capital and its cash flows for the year ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.\nBasis for Opinion\nThese financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audit of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.\nOur audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.\n/s/ PricewaterhouseCoopers LLP\nLos Angeles, California\nFebruary 26, 2021\nWe have served as the Company\u2019s auditor since 2020.\nKAYNE ANDERSON BDC, LLC\nStatement of Assets and Liabilities\nAs of December 31, 2020\nSee accompanying notes to financial statements.\nKAYNE ANDERSON BDC, LLC\nStatement of Operations\nFor the Year Ended December 31, 2020\nSee accompanying notes to financial statements.\nKAYNE ANDERSON BDC, LLC\nStatement of Changes in Member\u2019s Capital\nFor the Year Ended December 31, 2020\nSee accompanying notes to financial statements.\nKAYNE ANDERSON BDC, LLC\nStatement of Cash Flows\nFor the Year Ended December 31, 2020\nSee accompanying notes to financial statements.\nKAYNE ANDERSON BDC, LLC\nNotes to Financial Statements\nNote 1. Organization\nKayne Anderson BDC, LLC (the \u201cCompany\u201d) is an externally managed, closed-end, non-diversified management investment company that intends to elect to be regulated as a business development company (\u201cBDC\u201d) under the Investment Company Act of 1940, as amended (the \u201c1940 Act\u201d). In addition, for U.S. federal income tax purposes, the Company intends to elect to be treated as a regulated investment company (\u201cRIC\u201d) under Subchapter M of the Internal Revenue Code of 1986, as amended (the \u201cCode\u201d). The Company was formed as a Delaware limited liability company in May 2018. The Company was formed to make investments in middle-market companies and commenced operations on February 5, 2021. On this same date, prior to the Company\u2019s election to be regulated as a BDC under the 1940 Act, the Company completed a conversion from a Delaware limited liability company into a Delaware corporation and Kayne Anderson BDC, Inc. suc", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, internal revenue. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01408", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nThe information on executive and director compensation and compensation committee matters required by this item can be found in the Proxy Statement under \u201cCorporate Governance,\u201d \u201cCompensation Committee Report,\u201d \u201cCompensation Discussion and Analysis,\u201d \u201cExecutive Compensation\u201d and \u201cCompensation of Directors\u201d and is incorporated into this report and item by reference.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 706129_2020.htm (CIK: 706129, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01409", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nInformation required by this item and not set forth below is incorporated herein by reference to our definitive proxy statement for the 2021 annual meeting.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1296445_2020.htm (CIK: 1296445, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01410", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A.RISK FACTORS.\nRisks Related to Our Distribution Structure\nOur failure to continue to attract new recruits, retain sales representatives or license or maintain the licensing of sales representatives would materially adversely affect our business, financial condition and results of operations.\nNew sales representatives provide us with access to new clients, enable us to increase sales and provide the next generation of successful sales representatives. As is typical with distribution businesses, we experience a high rate of turnover among part-time sales representatives, which requires us to attract, retain and motivate a large number of sales representatives. Recruiting is performed by current sales representatives, and the effectiveness of recruiting is generally dependent upon our reputation as a provider of a rewarding and potentially lucrative income opportunity, as well as the general competitive and economic environment. Whether recruits are motivated to complete their training and licensing requirements and commit to selling our products depends in part on the effectiveness of our compensation and promotional programs, as well as the competitiveness of such programs compared with other companies, including other part-time business opportunities and the recruits\u2019 desire to help middle-income families in their communities.\nIf our new business opportunity and the products we distribute do not generate sufficient interest to attract new recruits, motivate them to become licensed sales representatives and maintain their licenses, and incentivize them to sell our products and recruit other new sales representatives, our business would be materially adversely affected.\nCertain key RVPs have large sales organizations that include thousands of sales representatives. These key RVPs are responsible for attracting, motivating, supporting and assisting the sales representatives in their sales organizations. The loss of one or more key RVPs together with a substantial number of their sales representatives for any reason could materially adversely affect our financial results and could impair our ability to attract new sales representatives.\nFurthermore, if we or any other businesses with a similar distribution structure engage in practices resulting in increased negative public attention for our business model, the resulting reputational challenges could adversely affect our ability to attract new recruits. Companies such as ours that use independent agents to sell directly to customers can be the subject of negative commentary on website postings, social media and other non-traditional media. This negative commentary can spread inaccurate or incomplete information about distribution companies in general or our Company in particular, which can make our recruiting more difficult.\nFrom time to time, various jurisdictions make changes to the state or provincial licensing examination process that may make it more difficult for sales representatives to obtain their life insurance and/or securities licenses. For example, FINRA is considering changing the continuing education (\u201cCE\u201d) regulatory requirement from a three-year period to an annual requirement for securities-licensed representatives. In addition, the North American Securities Administrators Association approved a model rule for participating states that imposes a CE requirement for investment advisor representatives for the first time. Such changes could place an increased burden on representatives to maintain their securities licenses, which could negatively impact the size of the active securities sales force in the event that representatives do not complete the applicable CE requirements on a timely basis.\nThere are a number of laws and regulations that could apply to our distribution model, which could require us to modify our distribution structure.\nWe have not been, and are not currently, subject to business opportunity laws because the amounts paid by the new sales ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1475922_2020.htm (CIK: 1475922, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01411", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data\nSELECTED FINANCIAL DATA\n(Unaudited)\n(1) In 2019 we adopted ASC Topic 606, Revenue from Contracts with Customers, using the modified retrospective approach. Results for reporting periods for 2019 and after are presented under ASC 606, while prior period amounts were not adjusted and continue to be reported in accordance with ASC Topic 605, Revenue Recognition.\n(2) Net income for the year ended October 31, 2019 was impacted by a tax benefit of $299 million related to the extension of tax incentives in Singapore. Net income for the year ended October 31, 2018 was impacted by a tax expense of $552 million related to the enactment of the U.S Tax Cuts and Jobs Act of 2017 (the \"Tax Act\").\n(1) In 2020, we adopted ASC Topic 842, Leases, using the modified retrospective method. Results for reporting periods beginning November 1, 2019 are presented under ASC 842, while prior period amounts were not adjusted and are reported under ASC 840.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: tax expense, tax benefit. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01412", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nThe consolidated financial statements and supplementary data required by this Item 8 can be found beginning on page of this Annual Report.\nItem 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1654948_2020.htm (CIK: 1654948, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01413", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nThe following Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations describes the principal factors affecting the results of operations, liquidity and capital resources and critical accounting estimates of Endo International plc.\nGenerally speaking, this section omits discussions about 2018 items and comparisons between 2019 and 2018. Such discussions can be found in Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2019. However, as further discussed below, the Company has revised its definition of Segment adjusted income from continuing operations before income tax, effective January 1, 2020, to exclude certain legal costs, resulting in certain adjustments being made to previously reported amounts for 2019 and 2018. Therefore, in the case of Segment adjusted income from continuing operations before income tax, the Company has included discussions in this Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations about 2018 and comparisons between 2019 and 2018.\nThe discussions in this Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our audited Consolidated Financial Statements and related notes thereto. Except for the historical information contained in this report, including the following discussion, this report contains forward-looking statements that involve risks and uncertainties. See \u201cForward-Looking Statements\u201d beginning on page i of this report.\nUnless otherwise indicated or required by the context, references throughout to \u201cEndo,\u201d the \u201cCompany,\u201d \u201cwe,\u201d \u201cour\u201d or \u201cus\u201d refer to Endo International plc and its subsidiaries.\nThe operating results of Astora are reported as Discontinued operations, net of tax in the Consolidated Statements of Operations for all periods presented. For additional information, see Note 3. Discontinued Operations in the Consolidated Financial Statements included in Part IV, Item 15 of this report.\nEXECUTIVE SUMMARY\nThis executive summary provides 2020 highlights from the results of operations that follow:\n\u2022Total revenues in 2020 were $2,903.1 million compared to $2,914.4 million in 2019 as strong performance from our Sterile Injectables segment was offset by declines in our Branded Pharmaceuticals, Generic Pharmaceuticals and International Pharmaceuticals segments. Our 2020 revenues were impacted by COVID-19, as further described below.\n\u2022Gross margin percentage in 2020 increased to 50.3% from 46.2% in 2019, reflecting the impact of decreased amortization expense and favorable changes in product mix, partially offset by increased expenses related to continuity and separation benefits and other cost reduction initiatives. The favorable change in product mix in 2020 primarily resulted from increased revenues of VASOSTRICT\u00ae.\n\u2022Asset impairment charges in 2020 decreased to $120.3 million from $526.1 million in 2019.\n\u2022We reported Income from continuing operations of $247.5 million in 2020 compared to Loss from continuing operations of $360.6 million in 2019.\nAdditionally, the following summary highlights certain recent developments that have resulted in and/or could in the future result in fluctuations in our results of operations and/or changes in our liquidity and capital resources:\n\u2022In December 2019, COVID-19 was reported to have surfaced in Wuhan, China. In March 2020, the World Health Organization declared the COVID-19 outbreak a pandemic. Many countries and localities announced aggressive actions to reduce the spread of the disease, including limiting non-essential gatherings of people, suspending all non-essential travel, ordering certain businesses and government agencies to cease non-essential operations at physical locations and issuing shelter-in-place orders (s", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1593034_2020.htm (CIK: 1593034, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01414", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data.\nSEEDO CORP.\nCONSOLIDATED FINANCIAL STATEMENTS\nAS OF DECEMBER 31, 2020\nIN THOUSANDS OF U.S. DOLLARS\nINDEX\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nTo the Board of Directors and Shareholders of SEEDO CORP.\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheets of Seedo Corp. (the \u201cCompany\u201d) as of December 31, 2020, 2019 and 2018, and the related consolidated statements of comprehensive income (loss), changes in shareholders\u2019 deficit and cash flows for each of the two years in the period ended December 31, 2020 and for the three months ended December 31, 2018, and the related notes (collectively referred to as the \u201cfinancial statements\u201d). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2020, 2019 and 2018, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2020 and for the three months ended December 31, 2018, in conformity with U.S. generally accepted accounting principles.\nThe Company\u2019s Ability to Continue as a Going Concern\nThe accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1D to the financial statements, the Company has suffered recurring losses from operations, has a working capital deficiency, and has stated that substantial doubt exists about the Company\u2019s ability to continue as a going concern. Management\u2019s evaluation of the events and conditions and management\u2019s plans regarding these matters are also described in Note 1D. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.\nBasis for Opinion\nThese financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company\u2019s internal control over financial reporting. Accordingly, we express no such opinion.\nOur audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\n/s/ Halperin Ilanit\nCertified Public Accountants (Isr.)\nTel Aviv, Israel\nMarch 17, 2021\nWe have served as the Company\u2019s auditor since 2020\nSEEDO CORP.\nCONSOLIDATED BALANCE SHEETS\nU.S. dollars in thousands, except per share data, except share and per share data\nThe accompanying notes are an integral part of the consolidated financial statements.\nSEEDO CO", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1661600_2020.htm (CIK: 1661600, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01415", "source": "edgar", "source_license": "public_domain", "text": "Item 11. EXECUTIVE COMPENSATION\nCompensation for executive officers of the Company\nThe following table sets forth information concerning all cash and non-cash compensation awarded to, earned by or paid to (i) All individuals serving as the smaller reporting company's principal executive officer or acting in a similar capacity during the last completed fiscal (PEO), regardless of compensation level; (ii) The smaller reporting company's two most highly compensated executive officers other than the PEO who were serving as executive officers at the end of the last completed fiscal; and (iii) Up to two additional individuals for whom disclosure would have been provided pursuant to paragraph (ii) but for the fact that the individual was not serving as an executive officer of the smaller reporting company at the end of the last completed fiscal.\nSummary Compensation Table\n(in thousands)\n(1)\nThe Stock Award amounts reported represent the fair value of stock awards to the named executive officer as computed using the closing price for the day the issuance was granted.\n(2)\nThe Company owes the CEO approximately $6 thousand as of March 31, 2020. The 2020 stock award vests over one year. We pay an affiliate of our CEO $4,500 per month for office space and certain general and administrative services, provided in Maryland, and through December 2019, we paid $6,100 per month for facilities and services provided in Washington State. These amounts are not intended as compensation to our CEO and therefore not included in the table.\n(3)\nMs. Grimaldi serves as Vice president and Principal Financial Officer. The Company owes the PFO approximately $6 thousand as of March 31, 2020.\n(4)\nIncludes life insurance.\nOutstanding Equity Awards at Fiscal End\n(in thousands)\nCompensation of Directors\n(in thousands)\nThe following table shows information regarding the compensation earned or paid during Fiscal 2020 to non-employee directors who served on the Board during the year. The compensation paid to Mr. Mukunda is shown in the table entitled \u201cSummary Compensation Table\nNo cash compensation was awarded to, earned by, or paid to the directors in Fiscal 2020 for service as directors. All compensation paid to our employee director is set forth in the tables summarizing executive officer compensation above. The stock awards column reflects the grant date fair value, in accordance with Accounting Standards Codification (ASC) Topic 718, Compensation - Stock Compensation (formerly Statement of Financial Accounting Standards (SFAS) No. 123R) for awards pursuant to the Company\u2019s equity incentive program. The grant date fair value for RSUs and restricted stock is measured based on the closing price of IGC\u2019s common stock on the date of grant. No options are issued and outstanding to our Directors.\nAssumptions used in the calculation of these amounts for Fiscal 2020 are included in Note 15, \u201cStock-Based Compensation\u201d to the Company\u2019s audited financial statements for Fiscal 2020, included in this report. The Company cautions that the amounts reported in the Director Compensation Table for these awards may not represent the amounts that the directors will actually realize from the awards. Whether, and to what extent, a director realizes value will depend on the Company\u2019s actual operating performance and stock price fluctuations.\nEmployment contracts\nRam Mukunda has served as President and Chief Executive Officer of our Company since its inception. On July 14, 2014, the Company, IGC-Mauritius (\u201cIGC-M\u201d), and Mr. Mukunda entered into the 2014 Employment Agreement. Pursuant to the 2014 Employment Agreement, which is effective until July 2020, we pay Mr. Mukunda a base salary of $300,000 per year. Mr. Mukunda\u2019s employment agreement has been extended again for an additional year to July 2021. The Employment Agreement provides that the Board of Directors of our Company may review and update the targets and amounts for the net revenue and salary and contract bonuses on an annual ", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1326205_2020.htm (CIK: 1326205, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01416", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\nThe following discussion and analysis of financial condition and results of operations should be read in conjunction with the consolidated financial statements and related notes thereto of Cambium Networks Corporation (\u201cCambium\u201d, \u201cwe\u201d, \u201cour\u201d, or \u201cus\u201d) included elsewhere in this Annual Report on Form 10-K. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materiality from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Annual Report on Form 10-K, particularly those discussed under Part I, Item 1A. \u201cRisk Factors.\u201d Our historical results are not necessarily indicative of the results that may be expected for any period in the future.\nOverview\nWe provide fixed wireless broadband and Wi-Fi networking infrastructure solutions for network operators, including medium-sized wireless internet service providers, enterprises, mobile network operators and government agencies, communities and cities worldwide. Our scalable, reliable and high-performance solutions enable the creation of a purpose-built wireless fabric that connects people, places and things with a unified wireless fabric that spans multiple standards and frequencies of fixed wireless and Wi-Fi, all managed centrally via the cloud, deployed indoors and outdoors. Our multi-gigabit wireless fabric offers a compelling value proposition to traditional fiber and alternative wireless solutions mobile infrastructure.\nOur wireless fabric includes intelligent radios, smart antennas, radio frequency, or RF, algorithms, wireless-aware switches and our on-premises or cloud-based network management software. Our embedded proprietary RF technology and software enables automated optimization of data flow at the outermost points in the network, which we refer to as the \u201cintelligent edge.\u201d This intelligent edge offers network operators increased performance, visibility, control and management, as well as the ability to efficiently transfer large amounts of data back to enterprise data centers for fast and efficient analysis and decision-making even in conditions characterized by a high degree of interfering signals generated both within the network or from outside sources, which we refer to as noise. Our products support licensed and unlicensed spectrum, tailored for many frequency bands. We provide deep technical and operational expertise based on years of deploying networks, resulting in ease of use of our products, and all Cambium Networks solutions are backed by our global organization that provides 24/7 support services tailored to meet the business needs of our end users.\nWe were formed in 2011 when Cambium Networks acquired the Point-to-Point, or PTP, and Point-to-Multi-Point, or PMP, businesses from Motorola Solutions. Prior to the acquisition, Motorola Solutions had invested over a decade in developing the technology and intellectual property assets that formed the foundation for our business, having launched the Canopy PMP business in 1999 and having acquired the Orthogon Systems PTP business in 2006. Following the acquisition, we renamed the business Cambium Networks and we leveraged the technology to continue to develop and offer an extensive portfolio of reliable, scalable and secure enterprise-grade fixed wireless broadband and PTP and PMP platforms, Wi-Fi, switch and IIoT solutions.\nWe offer our fixed wireless broadband and Wi-Fi solutions in three categories:\n\u2022\nPTP: We offer PTP solutions that are designed to operate in unlicensed spectrum from 900 MHz to 5.9 GHz and in licensed spectrum from 6-38 and 71-86 GHz. In addition, our PTP 700 operates in NATO Band IV from 4.4-5.9 GHz, as well as in the 7 GHz and 8 GHz bands, and meets stringent federal operating, performance and security s", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1738177_2020.htm (CIK: 1738177, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01417", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data.\nArthur J. Gallagher & Co.\nConsolidated Statement of Earnings\n(In millions, except per share data)\nSee notes to consolidated financial statements.\nArthur J. Gallagher & Co.\nConsolidated Statement of Comprehensive Earnings\n(In millions)\nSee notes to consolidated financial statements\nArthur J. Gallagher & Co.\nConsolidated Balance Sheet\n(In millions)\nSee notes to consolidated financial statements.\nArthur J. Gallagher & Co.\nConsolidated Statement of Cash Flows\n(In millions)\nSee notes to consolidated financial statements.\nArthur J. Gallagher & Co.\nConsolidated Statement of Stockholders\u2019 Equity\n(In millions)\nSee notes to consolidated financial statements.\nArthur J. Gallagher & Co.\nConsolidated Statement of Stockholders\u2019 Equity (continued)\n(In millions)\nSee notes to consolidated financial statements.\nArthur J. Gallagher & Co.\nNotes to Consolidated Financial Statements\nDecember 31, 2020\n1. Summary of Significant Accounting Policies\nTerms Used in Notes to Consolidated Financial Statements\nASC - Accounting Standards Codification.\nASU - Accounting Standards Update.\nFASB - The Financial Accounting Standards Board.\nGAAP - U.S. generally accepted accounting principles.\nIRC - Internal Revenue Code.\nIRS - Internal Revenue Service.\nTopic 606 - ASU No. 2014-09, Revenue from Contracts with Customers.\nUnderwriting enterprises - Insurance companies, reinsurance companies and various other forms of risk-taking entities, including intermediaries of underwriting enterprises.\nVIE - Variable interest entity.\nNature of Operations\nArthur J. Gallagher & Co. and its subsidiaries, collectively referred to herein as we, our, us or the company, provide insurance brokerage, consulting and third party claims settlement and administration services to both domestic and international entities. We have three reportable segments: brokerage, risk management and corporate. Our brokers, agents and administrators act as intermediaries between underwriting enterprises and our clients.\nOur brokerage segment operations provide brokerage and consulting services to companies and entities of all types, including commercial, not-for-profit, public entities, and, to a lesser extent, individuals, in the areas of insurance placement, risk of loss management, and management of employer sponsored benefit programs. Our risk management segment operations provide contract claim settlement, claim administration, loss control services and risk management consulting for commercial, not-for-profit, captive and public entities, and various other organizations that choose to self-insure property/casualty coverages or choose to use a third-party claims management organization rather than the claim services provided by underwriting enterprises. The corporate segment reports the financial information related to our debt and other corporate costs, clean energy investments, external acquisition-related expenses and the impact of foreign currency translation. Clean energy investments consist of our investments in limited liability companies that own 35 commercial clean coal production facilities producing refined coal using Chem-Mod LLC\u2019s proprietary technologies. We believe these operations produce refined coal that qualifies for tax credits under IRC Section 45.\nWe do not assume underwriting risk on a net basis, other than with respect to de minimis amounts necessary to provide minimum or regulatory capital to organize captives, pools, specialized underwriters or risk-retention groups. Rather, capital necessary for covering losses is provided by underwriting enterprises.\nInvestment income and other revenues are primarily generated from our premium financing operations, our invested cash and restricted cash we hold on behalf of our clients, as well as clean energy investments. In addition, our share of the net earnings related to partially owned entities that are accounted for using the equity method is included in investment income.\nWe are hea", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: tax credit, irs, internal revenue. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01418", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nInvestment in our securities involves a number of substantial risks. You should not invest in our securities unless you are able to bear the complete loss of your investment. In addition to the risks and investment considerations discussed elsewhere in this Annual Report on Form 10-K, the following factors should be carefully considered by anyone purchasing our securities. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations. If any of the following risks actually occur, our business could be harmed.\nBelow is a summary of material risks, uncertainties and other factors that could have a material effect on the Company and its operations:\n\u25cf We are an emerging growth company with a limited operating history.\n\u25cf We have a history of operating losses.\n\u25cf Our independent auditors have expressed substantial doubt about our ability to continue as a going concern in the independent auditors\u2019 report to the audited consolidated financial statements for the years ended December 31, 2020 and 2019.\n\u25cf The Manager will manage the day to day operations of the Company. Noteholders will have no voting rights and no control over the Company.\n\u25cf Control of the Company is vested in the Manager.\n\u25cf The Manager\u2019s conflicts of interest may result in transactions unfavorable to the Company.\n\u25cf The Board of Managers of the Manager, which has complete control over the Company, does not have a majority of independent managers on its Board and the Manager has not voluntarily implemented various corporate governance measures, in the absence of which equity holders may have more limited protections against interested director transactions, conflicts of interest and similar matters.\n\u25cf Since we do not set aside funds in a sinking fund to repay the Notes, you could lose all or a part of your investment if we do not have enough cash to pay from cash flows from operations and our other two sources of funds, including available cash reserves (of up to 10% of the outstanding principal balance, subject to increase by the Company) and credit facilities from commercial banks and non-bank lending sources.\n\u25cf We may not be able to meet all of the payment demands of the noteholders if a large number of noteholders desires to be repaid or if we do not have the liquidity to meet such demands.\n\u25cf We may require additional financing, such as bank loans, outside of our registered public offering (\u201cRegistered Offering\u201d) in order for our operations to be successful.\n\u25cf Public health epidemics or outbreaks (such as the novel strain of coronavirus (COVID-19)) could adversely impact our business.\n\u25cf We have not conducted any income-producing activities and as such have not generated any revenue since inception.\n\u25cf Investments in real estate and real estate related assets are speculative and we will be highly dependent on the performance of the real estate market.\n\u25cf Competition in our industry is intense.\n\u25cf The Company does not currently own any real estate assets.\nWe encourage you, however, to read the full risk factors presented below.\nGeneral Risks Related to Our Business\nWe have a history of operating losses and our auditors have indicated that there is a substantial doubt about our ability to continue as a going concern.\nFor the years ended December 31, 2020 and 2019, we generated no revenues, reported a net loss of $1,121,160 and $266,555, respectively, and cash flow used in operating activities of $1,323,486 and $71,897, respectively. As of December 31, 2020, we had member\u2019s deficit of $142,592. We anticipate that we will continue to report losses and negative cash flow. Such losses have historically required us to seek capital contributions from iCap Vault, LLC, our sole member, and additional funding through the issuance of debt securities. Our long-term success is dependent upon among other things, achi", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1800199_2020.htm (CIK: 1800199, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01419", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nThe information required by this item is incorporated by reference to the Sections entitled \u201cCompensation of Directors,\u201d \u201cCompensation Discussion and Analysis,\u201d and \u201cExecutive Compensation\u201d in the Company\u2019s Definitive Proxy Statement for the 2021 Annual Meeting of Shareholders to be filed with the Securities and Exchange Commission.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 202947_2020.htm (CIK: 202947, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01420", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nAn investment in our securities involves various risks. You should consider carefully all the risk factors described below, the matters discussed herein under \u201cForward-Looking Statements\u201d and other information included and incorporated by reference in this Form 10-K, as well as in other reports and materials that we file with the SEC. If any of the risks described below, or elsewhere in this Form 10-K, were to materialize, our business, financial condition, results of operations, cash flows and or prospects could be materially adversely affected. In such case, the trading price of our ordinary shares could decline and investors could lose part or all of their investment. Additional risks and uncertainties not currently known to us or that we currently deem immaterial may also materially adversely affect our financial condition, results of operations and cash flows.\nOilfield Services Industry Risks\nOur business is dependent on capital spending by our customers which is greatly affected by fluctuations in oil and natural gas prices and the availability and cost of capital; reductions in capital spending by our customers has had, and could continue to have, an adverse effect on our business, financial condition and results of operations.\nDemand for our services and products is tied to the level of exploration, development and production activity and the corresponding capital and operating spending by oil and natural gas exploration and production companies, including national oil companies. The level of exploration, development and production activity is directly affected by fluctuations in oil and natural gas prices, which historically have been volatile and are likely to continue to be volatile in the future, especially given current geopolitical and economic conditions. Sustained low oil and natural gas prices and declining global demand for oil and natural gas, including reduced demand as a result of the COVID-19 pandemic, have led to our customers, including large oil and gas exploration and production companies, to greatly reduce planned future capital expenditures. Factors affecting the prices of oil and natural gas include, but are not limited to: (1) the level of supply and demand for oil and natural gas; (2) the ability or willingness of the Organization of Petroleum Exporting Countries and the expanded alliance collectively known as OPEC+ to set and maintain oil production levels; (3) the level of oil and natural gas production in the U.S. and by other non-OPEC+ countries; (4) oil refining capacity and shifts in end-customer preferences toward fuel efficiency and the use of natural gas; (5) the cost of, and constraints associated with, producing and delivering oil and natural gas; (6) governmental regulations, including the policies of governments regarding the exploration for and production and development of their oil and natural gas reserves; (7) weather conditions, natural disasters, and health or similar issues, such as pandemics or epidemics; (8) worldwide political, military, and economic conditions; and (9) increased demand for alternative energy and electric vehicles, including government initiatives to promote the use of renewable energy sources and public sentiment around alternatives to oil and gas.\nIn addition, low commodity prices, the short-term tenor of most of our contracts and the financial stress experienced by some of our customers have combined to increase the demands by many of our customers for reductions in the prices we receive for our products and services. Further reductions in capital spending or requests for further cost reductions by our customers could directly impact our business by reducing demand and pricing for our services and products which would have a material adverse effect on our business, financial condition, results of operations and prospects. Spending by exploration and production companies can also be impacted by conditions in the capital markets, whic", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1603923_2020.htm (CIK: 1603923, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01421", "source": "edgar", "source_license": "public_domain", "text": "Item 11.\nExecutive Compensation\nInformation with respect to this item will be set forth in the Proxy Statement under the headings \u201cDirector Compensation,\u201d \u201cExecutive Compensation,\u201d and \u201cCorporate Governance and Risk Management\u201d is incorporated herein by reference. The Proxy Statement will be filed with the SEC within 120 days after the end of the fiscal year covered by this Annual Report.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1780097_2020.htm (CIK: 1780097, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01422", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\nUSPB\u2019s investment in NBP is accounted for using the equity method of accounting as USPB has the ability to exercise significant influence but does not have financial or operational control.\nThe following table sets forth selected statement of operations and balance sheet data for fiscal years ended December 26, 2020, December 28, 2019, December 29, 2018, December 30, 2017, and December 31, 2016. The selected financial data has been derived from our audited financial statements included elsewhere in this filing or from audited financial statements from prior years\u2019 filings.\nThe following table should be read in conjunction with Item 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1289237_2020.htm (CIK: 1289237, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01423", "source": "edgar", "source_license": "public_domain", "text": "Item 1A.\nRisk Factors\nYou should carefully review the risk factors described below and those described in other reports we file with the Securities and Exchange Commission, as well as the other information contained in this Annual Report on Form 10-K,\nin evaluating our business. Our business, prospects, financial condition, or operating results could be harmed by any of these risks, as well as other risks not currently known to us or that we currently consider immaterial. If any of such risks and uncertainties actually occurs, our business, financial condition or operating results could differ materially from the plans, projections and other forward-looking statements included in the section titled \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d and elsewhere in this report and in our other public filings. The trading price of our common stock could decline due to any of these risks, and, as a result, you may lose all or part of your investment.\nRisks related to our business\nWe have a history of losses, we may continue to incur losses and we may not achieve or sustain profitability in the future.\nWe have incurred significant losses in each fiscal year since our inception in 2004. We experienced a consolidated net loss of $5.8 million for the year ended December 31, 2020, a consolidated net loss of $21.9 million for the year ended December 31, 2019 and a consolidated net loss of $14.0 million for the year ended December 31, 2018. These losses were due to the substantial investments we made to build our products and services, grow and maintain our business and acquire customers. Key elements of our growth strategy include acquiring new customers and continuing to innovate and build our brand. As a result, we expect our operating expenses to increase in the future due to expected increased sales and marketing expenses, operations costs, research and development costs and general and administrative costs and, therefore, our operating losses will continue or even potentially increase for the foreseeable future. In addition, as a public company we incur significant legal, accounting and other expenses. Furthermore, to the extent that we are successful in increasing our customer base, we will also incur increased expenses because costs associated with generating and supporting customer agreements are generally incurred up front, while revenue is generally recognized ratably over the committed term of the agreement. You should not rely upon our recent bookings or revenue growth as indicative of our future performance. We cannot assure you that we will reach profitability in the future or at any specific time in the future or that, if and when we do become profitable, we will sustain profitability. If we are ultimately unable to generate sufficient revenue to meet our financial targets, become profitable and have sustainable positive cash flows, investors could lose their investment.\nSubstantially all of our revenue has historically come from a single product, Video Cloud.\nWe have historically been substantially dependent on revenue from a single product, Video Cloud, and we expect that revenue from Video Cloud will continue to comprise a significant portion of our revenue. Our business would be harmed by a decline in the market for Video Cloud, increased competition in the market for online video platforms, or our failure or inability to provide sufficient investment to support Video Cloud as needed to maintain or grow its competitive position.\nIf we are unable to retain our existing customers, our revenue and results of operations will be adversely affected.\nWe sell our products pursuant to agreements that are generally for annual terms. Our customers have no obligation to renew their subscriptions after their subscription period expires, and we have experienced losses of customers that elected not to renew, in some cases, for reasons beyond our control. For example, our largest customer during", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1313275_2020.htm (CIK: 1313275, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01424", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11.EXECUTIVE COMPENSATION\nThe information required by this item is incorporated herein by reference from the Proxy Statement.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1713952_2020.htm (CIK: 1713952, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01425", "source": "edgar", "source_license": "public_domain", "text": "Item 11:\nEXECUTIVE COMPENSATION\nGAIF II itself has no officers, directors or employees. None of the principals, officers or employees of the Manager receives compensation from the Fund. All persons serving in the capacity of officers or executives of the Manager are compensated by the Manager in respect of their respective positions with the Manager.\nAs described under \u201cItem 1. Business,\u201d the Fund pays the Manager the Sponsor Fee. For the year ended December 31, 2020, the Fund paid the Manager Sponsor Fees of $222,799.\nAs compensation for its services as investment manager to the Fund, the Manager is paid the Advisory Fees described under \u201cItem 1. Business,\u201d and may receive Incentive Allocations also as described under \u201cItem 1. Business.\u201d For the year ended December 31, 2020, the Fund paid the Manager Advisory Fees of $422,597 and the Manager received an Incentive Allocation of $536,800.\nThe Fund has no other compensation arrangements. There are no compensation plans or arrangements relating to a change in control of the Fund or the Manager.\nItem 12:", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1461237_2020.htm (CIK: 1461237, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01426", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\nOverview\nThe Partnership seeks to achieve substantial capital appreciation through speculative trading, directly or indirectly through its investment in the Funds, in U.S. and international markets for currencies, interest rates, stock indices, agricultural and energy products and precious and base metals. The Partnership/Funds may employ futures, options on futures and forward contracts in those markets. The Partnership/Funds may also engage in swap transactions and other derivative transactions with the approval of the General Partner/Trading Manager.\nThe General Partner/Trading Manager manages all business of the Partnership/Funds. The General Partner has delegated its responsibility for the investment of the Partnership\u2019s capital to the Advisors. The General Partner/Trading Manager engages a team of approximately 20 professionals whose primary emphasis is on attempting to maintain quality control among the Advisors to the funds operated or managed by the General Partner/Trading Manager. A full-time staff of due diligence professionals use proprietary technology and on-site evaluations to monitor new and existing futures money managers. The accounting and operations staff provide processing of subscriptions and redemptions and reporting to limited partners and regulatory authorities. The General Partner also engages staff involved in marketing and sales support.\nResponsibilities of the General Partner include:\n\u2022\ndue diligence examinations of the Advisors;\n\u2022\nselection, appointment and termination of the Advisors;\n\u2022\nnegotiation of the Management Agreements; and\n\u2022\nmonitoring the activity of the Advisors.\nIn addition, the General Partner/Trading Manager will prepare, or will assist the Administrator in preparing, the books and records and will provide, or will assist the Administrator in providing, the administrative and compliance services that are required by law or regulation, from time to time, in connection with the operation of the Partnership/Funds. While the Partnership and the Funds have the right to seek lower commission rates from other commodity brokers at any time, the General Partner/Trading Manager believes that the customer agreements and other arrangements with the commodity broker are fair, reasonable, and competitive.\nThe programs traded by each Advisor on behalf of the Partnership are: Greenwave - an enhanced version of the Flagship Plus 2X Program; Quantica - Quantica Managed Futures Program; Pan - Energy Trading Program, Transtrend - Diversified Trend Program - Enhanced Risk Portfolio (US Dollar); FORT - Global Contrarian Program; Northlander - Northlander Commodity Program; JSCL - Systematic Strategy Program; prior to its termination effective September 30, 2020, Winton - Diversified Macro Strategies (formerly, the Winton Futures Program); from February 1, 2019 until December 12, 2019, John Street - Systematic Strategy Program; prior to its termination effective January 31, 2019, Willowbridge - wPraxis Futures Trading Approach; and prior to its termination effective October 31, 2018, Systematica - BlueTrend Program. As of December 31, 2020 and September 30, 2020, the Partnership\u2019s assets were allocated among the Advisors in the following approximate percentages:\n* Amounts presented are prior to Winton\u2019s termination effective September 30, 2020.\nGreenwave Capital Management LLC\nThe portion of the Partnership\u2019s assets that are allocated to Greenwave are traded directly in a managed account in the name of the Partnership pursuant to an enhanced version of Greenwave\u2019s Flagship Plus 2X Program. Greenwave\u2019s Flagship Plus 2X Program employs a discretionary global macro approach with an emphasis on G20 currencies. Greenwave incorporates a two-step investment process. It begins with top down, macroeconomic analysis to determine the fundamental themes in which to engage. The goal is to identify the dominant drivers in the", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1227265_2020.htm (CIK: 1227265, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01427", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nThe information required by this item will be included in the 2021 Proxy Statement and is incorporated herein by reference.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1794515_2020.htm (CIK: 1794515, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01428", "source": "edgar", "source_license": "public_domain", "text": "Item 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nReferences to the \u201cCompany,\u201d \u201cus,\u201d \u201cour\u201d or \u201cwe\u201d refer Thunder Bridge Acquisition II, Ltd. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our audited financial statements and related notes included herein.\nCautionary Note Regarding Forward-Looking Statements\nAll statements other than statements of historical fact included in this Form 10-K including, without limitation, statements under \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d regarding the Company\u2019s financial position, business strategy and the plans and objectives of management for future operations, are forward- looking statements. When used in this Form 10-K, words such as \u201canticipate,\u201d \u201cbelieve,\u201d \u201cestimate,\u201d \u201cexpect,\u201d \u201cintend\u201d and similar expressions, as they relate to us or the Company\u2019s management, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company\u2019s management. Actual results could differ materially from those contemplated by the forward- looking statements as a result of certain factors detailed in our filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on the Company\u2019s behalf are qualified in their entirety by this paragraph.\nOverview\nThe Company is a blank check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. The Company intends to effectuate its initial business combination using cash from the proceeds of our initial public offering and the private placement of the private placement warrants, the proceeds of the sale of our securities in connection with our initial business combination (pursuant to backstop agreements we may enter into), our shares, debt or a combination of cash, stock and debt.\nThe issuance of additional ordinary shares in a business combination:\n\u25cf may significantly dilute the equity interest of investors, which dilution would increase if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares;\n\u25cf may subordinate the rights of holders of ordinary shares if preference shares are issued with rights senior to those afforded our ordinary shares;\n\u25cf could cause a change of control if a substantial number of our ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;\n\u25cf may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us; and\n\u25cf may adversely affect prevailing market prices for our Class A ordinary shares and/or warrants.\nSimilarly, if the Company issues debt securities, it could result in:\n\u25cf default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;\n\u25cf acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;\n\u25cf the Company\u2019s immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand;\n\u25cf the Company\u2019s inability to obtain necessary additional financing if the debt security contains covenants restrictin", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1769318_2020.htm (CIK: 1769318, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01429", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data.\nThe consolidated financial statements and related financial information required to be filed are set forth on pages to of this Annual Report on Form 10-K.\nItem 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1581776_2020.htm (CIK: 1581776, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01430", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data\nOn January 14, 2019 we acquired Engility Holdings, Inc. (Engility) and on May 4, 2015, we acquired privately held Scitor Holdings, Inc. (Scitor). The consolidated statement of income data includes the results of operations subsequent to each acquisition.\nThis information should be read in conjunction with \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d and our consolidated financial statements and the notes thereto contained within this report.\n(1)\nFor more information on the calculation of Basic and Diluted Earnings per share see Note 2 of the notes to the consolidated financial statements contained within this report.\n(2)\nEffective February 2, 2019, the Company adopted new guidance on lease accounting. The Company elected to adopt using the optional transition method. See Note 1 of the notes to the consolidated financial statements contained within this report.\n(3)\nThe Company adopted ASC 606, Revenue from Contracts with Customers, on February 3, 2018, using the modified retrospective method whereby the Company recognized the cumulative effect of adoption as an adjustment to its opening balance of retained earnings on February 3, 2018, see Note 1 of the notes to the consolidated financial statements contained within this report.\nSCIENCE APPLICATIONS INTERNATIONAL CORPORATION\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1571123_2020.htm (CIK: 1571123, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01431", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\nThe following selected consolidated statements of operations data for the years ended December 31, 2017, 2018, 2019, and 2020 and the consolidated balance sheet data as of December 31, 2018, 2019, and 2020 have been derived from our audited consolidated financial statements included elsewhere in this Form 10-K. Our historical results are not necessarily indicative of the results that may be expected in the future. You should read the following selected consolidated financial and other data below in conjunction with the section titled \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d and our consolidated financial statements and related notes included elsewhere in this Form 10-K.\nConsolidated Statements of Operations Data\nCondensed Consolidated Balance Sheet Data\nUpstart Holdings, Inc.\nManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\n(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1647639_2020.htm (CIK: 1647639, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01432", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nUnited Fire Group, Inc.\nConsolidated Balance Sheets\nThe Notes to Consolidated Financial Statements are an integral part of these statements.\nUnited Fire Group, Inc.\nConsolidated Statements of Income and Comprehensive Income\nThe Notes to Consolidated Financial Statements are an integral part of these statements.\nUnited Fire Group, Inc.\nConsolidated Statement of Stockholders' Equity\n(1)The change in net unrealized appreciation is net of reclassification adjustments and income taxes.\n(2)The change in liability for underfunded employee benefit plans is net of income taxes.\nThe Notes to Consolidated Financial Statements are an integral part of these statements.\nUnited Fire Group, Inc.\nConsolidated Statements of Cash Flows\nThe Notes to Consolidated Financial Statements are an integral part of these statements.\nUNITED FIRE GROUP, INC.\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n(Amounts in thousands, except share data unless otherwise noted)\nNOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES\nNature of Business\nUnited Fire Group, Inc. (\"UFG\", \"United Fire\", the \"Registrant\", the \"Company\", \"we\", \"us\", or \"our\") and its consolidated subsidiaries and affiliates are engaged in the business of writing property and casualty insurance through a network of independent agencies. Our insurance company subsidiaries are licensed as a property and casualty insurer in 49 states, plus the District of Columbia.\nDiscontinued Operations\nOn September 18, 2017, the Company signed a definitive agreement to sell its subsidiary, United Life Insurance Company (\"United Life\"), to Kuvare US Holdings, Inc. (\"Kuvare\") and on March 30, 2018, the sale closed. As a result, our life insurance business, previously a separate segment, has been reported as discontinued operations in the Consolidated Statements of Income and Comprehensive Income and Consolidated Statements of Cash Flows for the twelve month period ended December 31, 2018 in this Form 10-K. Subsequent to the announcement of this sale, our continuing operations were reported as one business segment. All current and prior periods reflected in this Form 10-K have been presented as continuing and discontinued operations, unless otherwise noted. For more information, refer to Note 17 \"Discontinued Operations.\"\nPrinciples of Consolidation\nThe accompanying Consolidated Financial Statements include United Fire and its wholly owned subsidiaries: United Fire & Casualty Company, United Real Estate Holdings, LLC, Addison Insurance Company, Lafayette Insurance Company, United Fire & Indemnity Company, United Fire Lloyds, UFG Specialty Insurance Company, Financial Pacific Insurance Company, Franklin Insurance Company, Mercer Insurance Company, Mercer Insurance Company of New Jersey, Inc, McIntyre Cedar UK Limited. Mercer Insurance Company and McIntyre Cedar Corporate Member LLP.\nUnited Fire Lloyds, an affiliate of United Fire & Indemnity Company, is organized as a Texas Lloyds plan, which is an aggregation of underwriters who, under a common name, engage in the business of insurance through a corporate attorney-in-fact. United Fire Lloyds is financially and operationally controlled by United Fire & Indemnity Company, its corporate attorney-in-fact, pursuant to three types of agreements: trust agreements between United Fire & Indemnity Company and certain individuals who agree to serve as trustees; articles of agreement among the trustees who agree to act as underwriters to establish how the Lloyds plan will be operated; and powers of attorney from each of the underwriters appointing a corporate attorney-in-fact, who is authorized to operate the Lloyds plan. Because United Fire & Indemnity Company can name the trustees, the Lloyds plan is perpetual, subject only to United Fire & Indemnity Company's desire to terminate it.\nUnited Fire & Indemnity Company provides all of the statutory capital necessary for the formation of the Lloyds plan by contributing capital to each", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 101199_2020.htm (CIK: 101199, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01433", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA.\n________________\n(a)\nThe fiscal year ended February 3, 2018 (\"2017\") represents a 53-week fiscal year.\n(b)\nOperating income includes the effect of the following special items:\n(i)\nIn 2019, a $720 million impairment charge related to Victoria's Secret goodwill and a $253 million charge related to the impairment of certain Victoria's Secret long-lived store assets.\n(ii)\nIn 2018, a $99 million loss on the sale of La Senza, an $81 million charge related to the impairment of certain Victoria's Secret long-lived store assets and $20 million of Henri Bendel closure costs.\n(iii)\nIn 2016, a $35 million charge related to strategic actions at Victoria's Secret, including severance charges, fabric cancellations and the write-off of catalogue paper.\n(c)\nIn addition to the special items previously discussed in (b), net income (loss) includes the effect of the following special items:\n(i)\nIn 2019, a $30 million loss associated with the early extinguishment of notes maturing between 2020 and 2022, and $28 million of charges to increase reserves related to ongoing contingent obligations for the La Senza business.\n(ii)\nIn 2017, a $92 million tax benefit related to changes in U.S. tax legislation partially offset by a $29 million loss associated with the early extinguishment of our 2019 Notes.\n(iii)\nIn 2016, a $70 million gain related to a $124 million cash distribution from Easton Town Center, LLC, a $42 million tax benefit related to the favorable resolution of a discrete income tax matter, partially offset by a $22 million loss associated with the early extinguishment of our 2017 Notes.\n(iv)\nIn 2015, a $69 million gain related to the divestiture of our remaining ownership interest in our third-party apparel sourcing business.\nFor additional information on these special items, see the Notes to the Consolidated Financial Statements included in Item 8. Financial Statements and Supplementary Data.\nThe effect of the special items described in (b) and (c) above decreased earnings per share by $3.62 and $0.51 in 2019 and 2018, respectively, and increased earnings per share by $0.22 in 2017, and $0.23 in 2016 and 2015.\n(d)\nThe 2019 amounts reflect our adoption of Accounting Standards Codification (\"ASC\") 842, Leases, in the first quarter of 2019.\n(e)\nThe percentage change in comparable sales represents direct and comparable store sales. The percentage change in comparable store sales represents the change in sales at comparable stores only and excludes the change in sales from our direct channels. A store is typically included in the calculation of comparable sales when it has been open 12 months or more and it has not had a change in selling square footage of 20% or more. Additionally, stores of a given brand are excluded if total selling square footage for the brand in the mall changes by 20% or more through the opening or closing of a second store. The percentage change in comparable sales is calculated on a comparable calendar period as opposed to a fiscal basis. Therefore, the percentage change in comparable sales for 2019, 2018, 2016, and 2015 were calculated on a 52-to-52-week basis, and the percentage change in comparable sales for 2017 was calculated on a 53-to-53-week basis. Comparable sales attributable to our international stores are calculated on a constant currency basis.\n(f)\nNumber of stores and selling square feet excludes independently owned Victoria's Secret Beauty and Accessories, Victoria's Secret, PINK, Bath & Body Works and La Senza stores operated by our partners.\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax benefit, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01434", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11 - EXECUTIVE COMPENSATION\nSummary Compensation\nCompensation to directors also included reimbursement of out-of-pocket expenses that are incurred in connection with the Directors\u2019 duties associated with the Company's business. There are currently no other compensation arrangements for the Company\u2019s Directors. The following table provides certain summary information for the fiscal year ended December 31, 2020 and 2019 concerning compensation awarded to, earned by or paid to our Chief Executive Officer, Chief Financial Officer and three other highest paid executive officers, including the Directors of the Company:\nThere are no compensatory plans or arrangements for compensation of any Director in the event of his termination of office, resignation or retirement.\nLong-term Incentives:\nOn July 17, 2011, the shareholders approved a Stock Incentive Plan (the \u201cSIP\u201d). The SIP was again approved by the Shareholders on January 20, 2015, and April 25, 2017. The SIP will be administered by the Compensation Committee or Board of Directors and provides for the grant of stock options, incentive stock options, stock appreciation rights, restricted stock awards, and incentive awards to eligible individuals including directors, executive officers and advisors that have furnished bona fide services to the Company not related to the sale of securities in a capital-raising transaction.\nThe SIP has a fixed maximum percentage of 10% of the Company\u2019s outstanding shares that are eligible for the plan pool, whereby the number of Shares under the SIP increase automatically with increases in the total number of shares. This \u201cEvergreen\u201d provision permits the reloading of shares that make up the available pool for the SIP, once the options granted have been exercised. The number of shares available for issuance under the SIP automatically increases as the total number of shares outstanding increase, including those shares issued upon exercise of options granted under the SIP, which become re-available for grant subsequent to exercise of option grants. The number of\nshares subject to the SIP and any outstanding awards under the SIP will be adjusted appropriately by the Board of Directors if the Company\u2019s common stock is affected through a reorganization, merger, consolidation, recapitalization, restructuring, reclassification, dividend (other than quarterly cash dividends) or other distribution, stock split, spin-off or sale of substantially all of the Company\u2019s assets.\nThe SIP also has terms and limitations, including that the exercise price for stock options and stock appreciation rights granted under the SIP must equal the stock\u2019s fair market value, based on the closing price per share of common stock, at the time the stock option or stock appreciation right is granted. The SIP is also subject to other limitation including; a limited exception for certain stock options assumed in corporate transactions; stock options and stock appreciation rights granted under the SIP may not be \u201cre-priced\u201d without shareholder approval; stock-based awards under the SIP are subject to either three-year or one-year minimum vesting requirements, subject to exceptions for death, disability or termination of employment of an employee or upon a change of control; and shareholder approval is required for certain types of amendments to the SIP.\nEmployment Contracts:\nDuring 2020, there were three Company employees - Eric Jones, Jim Collord, and Larry Thackery. They were employed per resolution of the Board and other than a monthly salary, plus normal burden, there are no other contractual understandings in the resolutions. Each is reimbursed for the use of personal office equipment and phones, and Jim and Eric are reimbursed for health insurance and related costs up to a set maximum amount, when the Company is financially able to cover the reimbursements.\nShare-Based Payments:\nIn March 2019 the Company granted 1,325,000 stock options to officers and directors of the Company", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 711034_2020.htm (CIK: 711034, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01435", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data.\nThe Consolidated Financial Statements and Notes, Financial Statement Schedule and supplementary financial information included in this Report are listed and included in Item 15 on page 72, and are incorporated by reference into this item.\nItem 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 58492_2020.htm (CIK: 58492, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01436", "source": "edgar", "source_license": "public_domain", "text": "Item 8.Financial Statements and Supplementary Data\nManagement\u2019s Report on Internal Control Over Financial Reporting\nManagement of Transocean Ltd. (the \u201cCompany,\u201d \u201cwe\u201d or \u201cour\u201d) is responsible for the integrity and objectivity of the financial information included in this annual report. We have prepared our financial statements in accordance with accounting principles generally accepted in the United States, which require us to apply our best judgement to make estimates and assumptions for certain amounts. We are responsible for establishing and maintaining a system of internal controls and procedures to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the consolidated financial statements. Our internal control system is supported by a program of internal audits and appropriate reviews by management, written policies and guidelines, careful selection of qualified personnel, and a written Code of Integrity. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements and, even when determined to be effective, can only provide reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness in future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.\nManagement of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934. Management assessed the effectiveness of the Company\u2019s internal control over financial reporting as of December 31, 2020. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission, as described in Internal Control-Integrated Framework, as published in 2013. Based on this assessment, management believes that the Company maintained effective internal control over financial reporting as of December 31, 2020.\nThe Company\u2019s independent auditors, Ernst & Young LLP, a registered public accounting firm, are appointed by the audit committee of the Company\u2019s board of directors, subject to ratification by our shareholders. Ernst & Young LLP has audited and reported on the consolidated financial statements of Transocean Ltd. and subsidiaries, and the Company\u2019s internal control over financial reporting. The reports of the independent auditors are contained in this annual report.\n- 41 -\nReport of Independent Registered Public Accounting Firm\nTo the Shareholders and the Board of Directors of Transocean Ltd.\nOpinion on Internal Control over Financial Reporting\nWe have audited Transocean Ltd. and subsidiaries\u2019 internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Transocean Ltd. and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on the COSO criteria.\nWe also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2020 and 2019, and the related consolidated statements of operations, comprehensive loss, equity and cash flows for each of the three years in the period ended December 31, 2020, and the related notes and financial statement schedule listed in the Index at Item 15(a) and our report dated February 26, 2021, expressed an unqualified opinion thereon.\nBasis for Opinion\nThe Company\u2019s management is responsible for maintaining effective internal control over f", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1451505_2020.htm (CIK: 1451505, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01437", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. Selected Financial Data.\nThe selected financial data below should be read in conjunction with \"Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\" and the Consolidated Financial Statements and related notes thereto included elsewhere in this Annual Report on Form 10-K. The following statement of income data and balance sheet data were derived from our Consolidated Financial Statements.\nFIVE YEAR FINANCIAL SUMMARY\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 918965_2020.htm (CIK: 918965, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01438", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nInvestors should review carefully the following material risk factors and the other information contained in this report. The risks that the Ameren Companies face are not limited to those in this section. There may be further risks and uncertainties that are not presently known or that are not currently believed to be material that may adversely affect the results of operations, financial position, and liquidity of the Ameren Companies.\nREGULATORY AND LEGISLATIVE RISKS\nWe are subject to extensive regulation of our businesses.\nWe are subject to federal, state, and local regulation. The extensive regulatory frameworks, some of which are more specifically identified in the following risk factors, regulate, among other matters, the electric and natural gas utility industries; the rate and cost structure of utilities, including an allowed ROE; the operation of nuclear power plants; the construction and operation of generation, transmission, and distribution facilities; the acquisition, disposal, depreciation and amortization of assets and facilities; the electric transmission system reliability; and wholesale and retail competition. In the planning and management of our operations, we must address the effects of existing and proposed laws and regulations and potential changes in our regulatory frameworks, including initiatives by federal and state legislatures, RTOs, utility regulators, and taxing authorities. Significant changes in the nature of the regulation of our businesses, including expiration of, or significant changes to, existing regulatory mechanisms, could require changes to our business planning and management of our businesses and could adversely affect our results of operations, financial position, and liquidity. Failure to obtain adequate rates or regulatory approvals in a timely manner; failure to obtain necessary licenses or permits from regulatory authorities; the impact of new or modified laws, regulations, standards, interpretations, or other legal requirements; or increased compliance costs could adversely affect our results of operations, financial position, and liquidity.\nThe electric and natural gas rates that we are allowed to charge are determined through regulatory proceedings, which are subject to intervention and appeal. Rates are also subject to legislative actions, which are largely outside of our control. Certain events could prevent us from recovering our costs in a timely manner or from earning adequate returns on our investments.\nThe rates that we are allowed to charge for our utility services significantly influence our results of operations, financial position, and liquidity. The electric and natural gas utility industry is highly regulated. The utility rates charged to customers are determined by governmental entities, including the MoPSC, the ICC, and the FERC. Decisions by these entities are influenced by many factors, including the cost of providing service, the prudency of expenditures, the quality of service, regulatory staff knowledge and experience, customer intervention, and economic conditions, as well as social and political views. Decisions made by these governmental entities regarding customer rates are largely outside of our control. We are exposed to regulatory lag and cost disallowances to varying degrees by jurisdiction, which, if unmitigated, could adversely affect our results of operations, financial position, and liquidity. Rate orders are also subject to appeal, which creates additional uncertainty as to the rates that we will ultimately be allowed to charge for our services. From time to time, our regulators may approve trackers, riders, or other recovery mechanisms that allow electric or natural gas rates to be adjusted without a traditional regulatory rate review. These mechanisms could be changed or terminated.\nAmeren Missouri\u2019s electric and natural gas utility rates and Ameren Illinois\u2019 natural gas utility rates are typically established in regula", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1002910_2020.htm (CIK: 1002910, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01439", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\nThe following management\u2019s discussion and analysis of our financial condition and results of operations should be read in conjunction with, and is qualified in its entirety by reference to, the section entitled \u201cSelected Financial Data\u201d and the consolidated financial statements and the related notes included within this Annual Report. This Annual Report, including the historical consolidated financial data discussed below, reflects the historical results of operations and financial position of Viant Technology LLC, our predecessor for accounting purposes, prior to the corporate reorganization and IPO. This discussion and analysis contains forward-looking statements that involve risks and uncertainties which could cause our actual results to differ materially from those anticipated in these forward-looking statements, including, but not limited to, risks and uncertainties discussed under the heading \u201cForward-Looking Statements\u201d and \u201cRisk Factors\u201d and discussed elsewhere in this Annual Report. Additionally, our historical results are not necessarily indicative of the results that may be expected for any period in the future.\nThe following primarily discusses 2020 and 2019 items and year over year comparisons between 2020 and 2019. Discussions of the year ended December 31, 2018 items and comparisons between the year ended December 31, 2019 and the year ended December 31, 2018 can be found in \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d included in our prospectus dated February 9, 2021, filed with the U.S. Securities and Exchange Commission on February 11, 2021.\nOverview\nWe are an advertising software company. Our software enables the programmatic purchase of advertising, which is the electronification of the advertising buying process. Programmatic advertising is rapidly taking market share from traditional ad sales channels, which require more staffing, offer less transparency and involve higher costs to buyers.\nOur demand side platform (\u201cDSP\u201d), Adelphic, is an enterprise software platform that is used by marketers and their advertising agencies to centralize the planning, buying and measurement of their advertising media across most channels. Through our technology, a marketer can easily buy ads on desktop, mobile, connected TV, linear TV, streaming audio and digital billboards.\nViant was founded in 1999 by Tim, Chris and Russ Vanderhook who continue to lead our company today. Viant has been at the forefront of digital advertising technology since its inception and has demonstrated its ability to grow, thrive, and innovate as competitors have come and gone. In 2011, Viant acquired the social network website Myspace.com. In 2011, Tim and Chris Vanderhook started Xumo, a connected TV streaming service, which was acquired by Comcast Corp. in 2020. In 2015, Viant completed its first people-based integration. Viant remained independent until 2016, when Time Inc. acquired a 60% interest in Viant through its subsidiary, the Former Holdco. That interest was later acquired by Meredith Corporation when it acquired Time Inc. in 2018. In 2017, the Company purchased Adelphic, a DSP. Since the Adelphic acquisition, the Company has materially transformed from a full-service provider of digital advertising solutions into a leading DSP that enables marketers and their advertising agencies to centralize the planning, buying and measurement of their media investments using a people-based framework. Viant has grown from a business operating from a home office to a company with nearly 300 employees in 10 offices throughout the U.S. In 2019, Viant entered into the 2019 Former Holdco transaction that resulted in the retirement of the Former Holdco\u2019s interest in Viant and the Vanderhook Parties acquired that 60% interest in the Company, allowing it to once again become an independent company. Viant completed its IP", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1828791_2020.htm (CIK: 1828791, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01440", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nGeneral Philosophy\nOur Board of Directors is responsible for establishing and administering the Company\u2019s executive and director compensation.\nThe following summary compensation table indicates the cash and non-cash compensation earned from the Company during the fiscal years ended March 31, 2020 and 2019 by the current and former executive officers of the Company and each of the other two highest paid executives or directors, if any, whose total compensation exceeded $100,000 during those periods.\nSummary Compensation Table\n(1)\nMr. Williams is entitled to receive medical insurance reimbursement, of which $6,416 was paid during the fiscal year ending March 31, 2019, and for which $640 is accrued as of March 31, 2019 and $8,061 was paid during the fiscal year ending March 31, 2020. Mr. Williams is also entitled to an automobile allowance of $500 per month, of which none was paid, and for which $7,500 was paid during the fiscal year ending March 31, 2020 and $16,000 is accrued at March 31, 2020. On August 15, 2019, Mr. Williams retired from his position as CEO of the Company. Mr. Williams passed away on April 12, 2020, although the Company continues to make payments per agreements with Mr. Williams before his death.\n(2\nMr. Easterling is entitled to receive medical insurance reimbursement, of which $6,237 was paid during the fiscal year ending March 31, 2019 and for which $595 is accrued as of March 31, 2019 and $7,245 was paid during the fiscal year ending March 31, 2020 and $9,448 is accrued at March 31, 2020. Mr. Easterling is also entitled to an automobile allowance of $500 per month, of which none was paid, and for which $18,500 is accrued at March 31, 2020.\n(3)\nMr. Delgado received no compensation from the Company during the fiscal years ended March 31, 2020 and 2019.\n(4)\nAs of March 31, 2020 and 2019, Mr. Untermeyer is owed $116,000 and $128,000, respectively, for accrued and unpaid salary. Mr. Untermeyer is entitled to receive medical insurance reimbursement, of which $699 was paid during the fiscal year ending March 31, 2020.\nEmployment Agreements\nBill G. Williams\nOn April 1, 2015, the Company entered into an employment agreement with Bill G. Williams as the Company\u2019s Chief Executive Officer. The agreement was terminable and provided for a base annual salary of $96,000. In addition, the agreement provided that the Mr. Williams was entitled, at the sole and absolute discretion of the Company\u2019s Board of Directors, to receive performance bonuses. Mr. Williams was also entitled to certain benefits including health insurance and monthly allowances for cell phone and automobile expenses.\nThe agreement provided that, in the event Mr. Williams is terminated without cause or resigns for good reason (each as defined in the agreement), Mr. Williams would receive, as severance, his base salary for a period of 60 months following the date of termination. In the event of a change of control of the Company, Mr. Williams may elect to terminate the agreement within 30 days thereafter and upon such termination would receive a lump sum payment equal to 500% of his base salary. The agreement contained certain restrictive covenants relating to non-competition, non-solicitation of customers and non-solicitation of employees for a period of one year following termination of the agreement.\nOn August 15, 2019, Mr. Williams resigned from his position as Chairman of the Board and Chief Executive Officer of the Company, effective August 31, 2019. Mr. Williams\u2019s resignation was not the result of any disagreement with the Company on any matter relating to the Company\u2019s operations, policies or practices. Mr. Williams passed away on April 12, 2020.\nGerald Easterling\nOn April 1, 2015, the Company entered into an employment agreement with Gerald Easterling as the Company\u2019s President. The agreement is terminable at will and provides for a base annual salary of $96,000. In addition, the agreement provides that the Mr. Easter", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1465470_2020.htm (CIK: 1465470, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01441", "source": "edgar", "source_license": "public_domain", "text": "Item 7A.\u2003Quantitative and Qualitative Disclosures About Market Risk.\nMarket risk is the risk of loss arising from adverse changes in market rates and prices. The principal market risks to which we are exposed are interest rate risk and commodity risk. We currently utilize various derivative instruments to manage exposure to commodity risk.\nInterest Rate Risk\nWe utilize variable rate debt and are exposed to market risk due to the floating interest rates on our credit agreement. Therefore, from time to time, we utilize interest rate collars, swaps and caps to hedge interest obligations on specific and anticipated debt issuances.\nAs of December 31, 2020, we had total borrowings outstanding under our credit agreement of $306.4 million. Please read Part II, Item 7, \u201cManagement\u2019s Discussion and Analysis-Liquidity and Capital Resources-Credit Agreement,\u201d for information on interest rates related to our borrowings. The impact of a 1% increase in the interest rate on this amount of debt would have resulted in an increase in interest expense, and a corresponding decrease in our results of operations, of approximately $3.1 million annually, assuming, however, that our indebtedness remained constant throughout the year.\nCommodity Risk\nWe hedge our exposure to price fluctuations with respect to refined petroleum products, renewable fuels, crude oil and gasoline blendstocks in storage and expected purchases and sales of these commodities. The derivative instruments utilized consist primarily of exchange-traded futures contracts traded on the NYMEX, CME and ICE and over-the-counter transactions, including swap agreements entered into with established financial institutions and other credit-approved energy companies. Our policy is generally to purchase only products for which we have a market and to structure our sales contracts so that price fluctuations do not materially affect our profit. While our policies are designed to minimize market risk, as well as inherent basis risk, exposure to fluctuations in market conditions remains. Except for the controlled trading program discussed below, we do not acquire and hold futures contracts or other derivative products for the purpose of speculating on price changes that might expose us to indeterminable losses.\nWhile we seek to maintain a position that is substantially balanced within our commodity product purchase and sales activities, we may experience net unbalanced positions for short periods of time as a result of variances in daily purchases and sales and transportation and delivery schedules as well as other logistical issues inherent in our businesses, such as weather conditions. In connection with managing these positions, we are aided by maintaining a constant presence in the marketplace. We also engage in a controlled trading program for up to an aggregate of 250,000 barrels of commodity products at any one point in time. Changes in the fair value of these derivative instruments are recognized in the consolidated statements of operations through cost of sales. In addition, because a portion of our crude oil business may be conducted in Canadian dollars, we may use foreign currency derivatives to minimize the risks of unfavorable exchange rates. These instruments may include foreign currency exchange contracts and forwards. In conjunction with entering into the commodity derivative, we may enter into a foreign currency derivative to hedge the resulting foreign currency risk. These foreign currency derivatives are generally short-term in nature and not designated for hedge accounting.\nWe utilize exchange-traded futures contracts and other derivative instruments to minimize or hedge the impact of commodity price changes on our inventories, fuel purchases and forward fixed price commitments. Any hedge ineffectiveness is reflected in our results of operations. We utilize regulated exchanges, including the NYMEX, CME and ICE, which are exchanges for the respective commodities that each trades", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1323468_2020.htm (CIK: 1323468, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01442", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7.\nMANAGEMENT'S DISCUSSION AND ANALYSIS\nOF FINANCIAL CONDITION AND RESULTS\nOF\nOPERATIONS\nThe following is a discussion of our financial condition at December\n31, 2020 and 2019 and our results of operations for\nthe years ended December 31, 2020 and 2019. The\npurpose of this discussion is to provide information about our financial\ncondition and results of operations which is not otherwise apparent\nfrom the consolidated financial statements. The\nfollowing discussion and analysis should be read along with\nour consolidated financial statements and the related notes\nincluded elsewhere herein. In addition, this discussion and analysis\ncontains forward-looking statements, so you should\nrefer to Item 1A, \u201cRisk Factors\u201d and \u201cSpecial Cautionary Notice\nRegarding Forward-Looking Statements\u201d.\nOVERVIEW\nThe Company was incorporated in 1990 under the laws of the State of\nDelaware and became a bank holding company after\nit acquired its Alabama predecessor,\nwhich was a bank holding company established in 1984. The Bank,\nthe Company's\nprincipal subsidiary, is an Alabama\nstate-chartered bank that is a member of the Federal Reserve System\nand has operated\ncontinuously since 1907. Both the Company and the Bank are\nheadquartered in Auburn, Alabama. The Bank conducts its\nbusiness primarily in East Alabama, including Lee County and\nsurrounding areas. The Bank operates full-service branches\nin Auburn, Opelika, Notasulga and Valley,\nAlabama.\nThe Bank also operates loan production offices\nin Auburn and\nPhenix City, Alabama.\nSummary of Results of Operations\nYear ended December 31\n(Dollars in thousands, except per share data)\nNet interest income (a)\n$\n24,830\n$\n26,621\nLess: tax-equivalent adjustment\nNet interest income (GAAP)\n24,338\n26,064\nNoninterest income\n5,375\n5,494\nTotal revenue\n29,713\n31,558\nProvision for loan losses\n1,100\n(250)\nNoninterest expense\n19,554\n19,697\nIncome tax expense\n1,605\n2,370\nNet earnings\n$\n7,454\n$\n9,741\nBasic and diluted net earnings per share\n$\n2.09\n$\n2.72\n(a) Tax-equivalent.\nSee \"Table 1 - Explanation of Non-GAAP Financial Measures\".\nFinancial Summary\nThe Company\u2019s net earnings were $7.5\nmillion for the full year 2020, compared to $9.7 million for the full year\n2019.\nBasic and diluted net earnings per share were $2.09 per share\nfor the full year 2020, compared to $2.72 per share for the full\nyear 2019.\nThe decrease in full year 2020 net earnings was primarily driven\nby the negative impact of the COVID-19\npandemic, which resulted in elevated provision for loan losses,\ncompared to 2019, in addition to a lower interest rate\nenvironment.\nNet interest income (tax-equivalent) was $24.8 million in 2020,\na 7% decrease compared to $26.6 million in 2019.\nThis\ndecrease was primarily due to net interest margin compression\nresulting from the Federal Reserve\u2019s\ninterest rate reductions\nin response to COVID-19.\nNet interest margin (tax-equivalent) decreased\nto 2.92% in 2020, compared to 3.43% in 2019,\nprimarily due to the lower interest rate environment and changes\nin our asset mix resulting from the significant increase in\ncustomer deposits.\nAt December 31, 2020, the Company\u2019s\nallowance for loan losses was $5.6 million, or 1.22%\nof total loans, compared to\n$4.4 million, or 0.95% of total loans, at December 31, 2019.\nExcluding Paycheck Protection Program (\u201cPPP\u201d) loans, the\nCompany\u2019s allowance for loan\nlosses was 1.27% of total loans at December 31, 2020.\nThe Company recorded a provision\nfor loan losses of $1.1 million in 2020 compared to a\nnegative provision for loan losses of $0.3 million during 2019.\nThe\nincrease in the provision for loan losses was related to changes\nin economic conditions and portfolio trends driven by the\nimpact of COVID-19 and resulting adverse economic conditions,\nincluding higher unemployment in our primary market\narea.\nThe provision for loan losses is based upon various estimates\nand judgements, including the absolute level of loans,\nloan growth, credit quality and the amount of net charge\n-offs.\nNet recoveries as a p", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax expense. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01443", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA.\nThe fiscal years presented below are for the twelve-month periods from January 1 through December 31. Data for all years was derived or compiled from our audited consolidated financial statements included herein or from submissions of our Forms 10-K in prior years. The selected consolidated financial data should be read in conjunction with our consolidated financial statements and related notes contained in this Annual Report on Form 10-K and prior year filings with the Securities and Exchange Commission.\nThe items described below impacted the presentation and comparability of our selected financial data.\n\u2022During 2018, the Company divested all of the non-core businesses that comprised its Other segment and moved a small residual product from the Other segment into the Research business and, as a result, no operating activity has been recorded in the Other segment in 2020 or 2019. Note 2 - Acquisitions and Divestitures in the Notes to Consolidated Financial Statements provides additional information regarding the Company\u2019s 2018 divestitures.\n\u2022During 2017, the Company acquired CEB Inc. The operating results of CEB Inc. have been included in the Company\u2019s operating results since the acquisition date. The Company also made other acquisitions in the years presented in the above table. Note 2 - Acquisitions and Divestitures in the Notes to Consolidated Financial Statements provides additional information regarding the Company\u2019s recent acquisitions.\n\u2022During 2020, 2019, 2018 and 2017, the Company recognized $6.3 million, $9.5 million, $107.2 million and $158.5 million, respectively, of acquisition and integration charges related to its acquisitions. Note 2 - Acquisitions and Divestitures in the Notes to Consolidated Financial Statements provides additional information regarding the Company\u2019s recent acquisition and integration charges.\n\u2022During 2020 and 2019, the Company recorded a net tax benefit of approximately $28.3 million and $38.1 million, respectively, related to intercompany sales of certain intellectual property, which increased our diluted earnings per share by $0.31 and $0.42 per share for the years ended December 31, 2020 and 2019, respectively. Note 12 - Income Taxes in the Notes to Consolidated Financial Statements provides additional information regarding the Company\u2019s income taxes.\n\u2022During 2017, the Company recorded a $59.6 million tax benefit related to the U.S. Tax Cuts and Jobs Act of 2017, which increased our diluted earnings per share by $0.66 per share.\n\u2022On January 1, 2019, the Company adopted Accounting Standards Codification Topic 842, Leases, which resulted in a net increase of $638.7 million in its total assets on that date. The adoption of this new lease standard did not affect the Company\u2019s stockholders\u2019 equity. Note 1 - Business and Significant Accounting Policies and Note 7 - Leases provide additional information regarding the Company\u2019s adoption of Accounting Standards Codification Topic 842.\n\u2022During 2017, the Company borrowed approximately $2.8 billion and issued approximately 7.4 million shares of its common stock in connection with the acquisition of CEB, Inc.\n\u2022The Company repurchased 1.2 million, 1.4 million, 2.1 million, 0.4 million and 0.6 million shares of its common stock in 2020, 2019, 2018, 2017 and 2016, respectively. We used $176.3 million, $199.0 million, $260.8 million, $41.3 million and $59.0 million in cash for share repurchases in 2020, 2019, 2018, 2017 and 2016, respectively. Note 8 - Stockholders\u2019 Equity in the Notes to Consolidated Financial Statements provides additional information regarding the Company\u2019s share repurchase activity.\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax benefit. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01444", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nExecutive Officers\nNone of the Company\u2019s Named Executive Officers have received compensation for their management services to the Company since our inception. Future compensation of officers will be determined by the Board of Directors based upon our financial condition and performance, our financial requirements, and individual performance of each officer.\nWe do not have an employment agreement with the Company\u2019s Named Executive Officers. Further, we have no compensatory plans or arrangements, including payments to be received from the Company, with respect to either Executive Officer or any other of our employees, which would in any way result in payments to any such person because of resignation, retirement or other termination of such person's employment with us, or any change in control of the Company, or a change in the person's responsibilities following such a change in control.\nNo retirement, pension, profit sharing, stock option or insurance programs or other similar programs have been adopted by us for the benefit of our executive officers and employees.\nDirectors\nPursuant to our bylaws, our directors are eligible to be reimbursed for their actual out-of-pocket expenses incurred in attending board meetings and other director functions, as well as fixed fees and other compensation to be determined by our board of directors. The fixed fee is determined by the Board of Directors from time to time. In 2020 and 2019, we did not pay cash compensation to our directors for services as directors.\nCompensation Committee Interlocks and Insider Participation; Compensation Committee Report\nThis information is not required of smaller reporting companies.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1481443_2020.htm (CIK: 1481443, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01445", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nThis information appears under \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations,\u201d in Exhibit 99.1, which is incorporated herein by reference.\nITEM 7.A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nThis information appears under \u201cQuantitative and Qualitative Disclosures about Market Risk\u201d in \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations,\u201d in Exhibit 99.1, which is incorporated herein by reference.\nITEM 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 21076_2020.htm (CIK: 21076, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01446", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk.\nNot required for a smaller reporting company.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1498382_2020.htm (CIK: 1498382, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01447", "source": "edgar", "source_license": "public_domain", "text": "Item 6 - Selected Financial Data\nEffective February 3, 2018, the Company adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606), and all related amendments, using the modified retrospective method. Therefore, results for reporting periods beginning after February 2, 2018 are presented under ASU 2014-09, while comparative prior period amounts have not been restated and continue to be presented under accounting standards in effect in those periods.\nFiscal 2016 contained 53 weeks, while all other years contained 52 weeks.\nFiscal 2016 includes the acquisition of RONA inc.\nEffective February 2, 2019, the Company adopted ASU 2016-02, Leases (Topic 842), and all related amendments, using the optional transition approach to not restate comparative periods and recognized the cumulative impact of adoption in the opening balance of retained earnings. Therefore, results for reporting periods beginning after February 1, 2019 are presented under ASU 2016-02, while comparative prior period amounts have not been restated and continue to be presented under accounting standards in effect in those periods.\nItem 7", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 60667_2020.htm (CIK: 60667, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01448", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data.\nWe are not required to provide the information required by this Item 6 as we are a smaller reporting company.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1575345_2020.htm (CIK: 1575345, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01449", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\nThe following tables set forth selected consolidated financial and housing data at and for each of the five fiscal years in the period ended October 31, 2020. They should be read in conjunction with the Consolidated Financial Statements and Notes thereto listed in Item 15(a)1 of this Form 10-K beginning at page and Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations included in Item 7", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 794170_2020.htm (CIK: 794170, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01450", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A.\nQUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nMarket Risk and Credit Risk\nOur business is not capital-intensive and we do not invest in derivative instruments or, generally, borrow. As a result, we are not subject to significant market risk (including interest rate risk, foreign currency exchange rate risk and commodity price risk) or credit risk. Notwithstanding, the COVID-19 pandemic and its impact on the U.S. and global economies could have a material adverse effect on the Company\u2019s consolidated financial statements.\nRisks Related to Cash, Cash Equivalents and Investments\nOur cash and cash equivalents include short-term highly liquid investments that are readily convertible to known amounts of cash and have original maturities of three months or less from the date of purchase. Cash and cash equivalents are primarily held at four major financial institutions. In addition to cash and cash equivalents, we hold investments in Treasury securities, certain of which are classified as Investments in our Consolidated Statements of Financial Condition. We believe our cash, cash equivalents and investments are not subject to any material interest rate risk, equity price risk, credit risk or other market risk based on the short-term nature of the securities.\nCredit Risk\nWe estimate our allowance for credit losses using relevant available information from internal and external sources relating to past events, current conditions, including as a result of market dislocations caused by COVID-19, and reasonable and supportable forecasts. We maintain an allowance for credit losses that, in our opinion, reflects current expected credit losses. As of December 31, 2020, the allowance for credit losses was $1.3 million. We had no allowance for credit losses as of December 31, 2019.\nExchange Rate Risk\nWe are exposed to the risk that the exchange rate of the U.S. dollar relative to other currencies may have an adverse effect on the reported value of our non-U.S. dollar denominated or based assets and liabilities. In addition, the reported amounts of our revenues may be affected by movements in the rate of exchange between the currency in which an invoice is issued and paid and the U.S. dollar, the currency in which our financial statements are denominated. The principal non-U.S. dollar currencies include the pound sterling, the euro, the Japanese yen and the Hong Kong dollar. For the years ended December 31, 2020, 2019 and 2018, the impact of the fluctuation of foreign currencies in Other Comprehensive Income (Loss), Net of Tax - Currency Translation Adjustment in the Consolidated Statements of Comprehensive Income were gains of $2.3 million and $1.5 million, and a loss of $1.6 million, respectively, and in Interest Income and Other in the Consolidated Statements of Operations, losses of $0.2 million, $2.7 million and $0.1 million, respectively. We have not entered into any transaction to hedge our exposure to these foreign currency fluctuations through the use of derivative instruments or other methods at this time. Given the uncertainty of the COVID-19 pandemic and the ongoing economic impact, exchange rate fluctuations between the U.S. dollar and other currencies could unfavorably affect our consolidated financial statements.\nITEM 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1626115_2020.htm (CIK: 1626115, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01451", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nTo the Stockholders and the Board of Directors\nMP Materials Corp.:\nOpinion on the Consolidated Financial Statements\nWe have audited the accompanying consolidated balance sheets of MP Materials Corp. and subsidiaries (the Company) as of December 31, 2020 and 2019, the related consolidated statements of operations, changes in stockholders\u2019 equity (deficit), and cash flows for each of the years in the two-year period ended December 31, 2020, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2020, in conformity with U.S. generally accepted accounting principles.\nBasis for Opinion\nThese consolidated financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.\n/s/ KPMG LLP\nWe have served as the Company\u2019s auditor since 2017.\nDenver, Colorado\nMarch 22, 2021\nMP MATERIALS CORP. AND SUBSIDIARIES\nCONSOLIDATED BALANCE SHEETS\nSee accompanying notes to the Consolidated Financial Statements.\nMP MATERIALS CORP. AND SUBSIDIARIES\nCONSOLIDATED STATEMENTS OF OPERATIONS\nSee accompanying notes to the Consolidated Financial Statements.\nMP MATERIALS CORP. AND SUBSIDIARIES\nCONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS\u2019 EQUITY (DEFICIT)\nSee accompanying notes to the Consolidated Financial Statements.\nMP MATERIALS CORP. AND SUBSIDIARIES\nCONSOLIDATED STATEMENTS OF CASH FLOWS\nSee accompanying notes to the Consolidated Financial Statements.\nMP MATERIALS CORP. AND SUBSIDIARIES\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\nNOTE 1-DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION\nWe own and operate the Mountain Pass facility, one of the world\u2019s largest integrated rare earth mining and processing facilities and the only major rare earths resource in the Western Hemisphere. Our wholly-owned subsidiary, MP Mine Operations LLC, a Delaware limited liability company (\u201cMPMO\u201d), acquired the Mountain Pass mine and processing facilities in July 2017. Our wholly-owned subsidiary, Secure Natural Resources LLC, a Delaware limited liability company (\u201cSNR\u201d), holds the mineral rights to the Mountain Pass mine and surrounding areas as well as intellectual property rights related to the processing and development of rare earth minerals. The mine achieved commercial operations in July 2019 and we are currently working to restore th", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1801368_2020.htm (CIK: 1801368, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01452", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nIn addition to the other information set forth in this Annual Report on Form 10-K, you should carefully consider the factors discussed in the \u201cSpecial Note Regarding Forward-Looking Statements\u201d in this Annual Report on Form 10-K.\nRisk Factors Summary\nOur business is subject to numerous risks and uncertainties, including those highlighted in this section of our Annual Report on Form 10-K and summarized below. This risk factor summary does not contain all of the information that may be important to you, and you should read the risk factor summary together with the more detailed discussion of risks and uncertainties set forth following this section as well as elsewhere in this Annual Report on Form 10-K.\nRisks Related to the COVID-19 Pandemic\n\u2022The global coronavirus pandemic could harm our business, results of operations, and financial condition.\nRisks Related to Our Business Model\n\u2022We have incurred significant net losses since inception and may not achieve or maintain profitability in the future.\n\u2022Our financial performance depends heavily on our ability to recruit qualified potential students for our offerings, and our ability to do so may be affected by circumstances beyond our control.\n\u2022Our business depends heavily on the adoption by colleges and universities of online delivery of their educational offerings.\n\u2022To launch a new degree program, we must incur significant expense in technology and content development, as well as in marketing and sales to identify and attract prospective students, and it may be several years, if ever, before we generate revenue from a new program sufficient to recover our costs.\n\u2022If new offerings do not scale efficiently and in the time frames we expect, our reputation and our revenue will suffer.\n\u2022Our financial performance depends heavily on student retention within our offerings, and factors influencing student retention may be out of our control.\n\u2022A significant portion of our revenue is currently attributable to offerings with five university clients. The loss of, or a decline in enrollment in, these offerings could significantly reduce our revenue.\n\u2022The loss, or material underperformance, of any one of our degree programs could harm our reputation, which could in turn affect our future revenue growth.\nRisks Related to Our Operations and Our Growth Strategy\n\u2022Our student acquisition efforts depend in large part upon a limited number of third-party advertising platforms.\n\u2022If our security measures or those of our third-party service providers are breached or fail and result in unauthorized disclosure of data, we could lose university clients, fail to attract new university clients and be exposed to protracted and costly litigation.\n\u2022Disruption to or failures of our platform could reduce university client and student satisfaction with our offerings and could harm our reputation.\n\u2022If we fail to manage our growth effectively, the success of our business model will be compromised.\n\u2022We may expand by acquiring or investing in other companies or technologies, which may divert our management\u2019s attention, result in dilution to our shareholders and consume resources that are necessary to sustain our business.\n\u2022We face competition from established and emerging companies, which could divert university clients or students to our competitors, result in pricing pressure and significantly reduce our revenue.\n\u2022If we do not retain our senior management team and key employees, we may not be able to sustain our growth or achieve our business objectives.\n\u2022We maintain offices outside of the United States, have international residents that apply to and enroll in our offerings and plan to expand our international business, which exposes us to risks inherent in international operations.\nRisks Related to Our Indebtedness and Capital Structure\n\u2022Our substantial indebtedness could adversely affect our ability to raise additional capital to fund our operations, limit our ability to react to changes in the e", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1459417_2020.htm (CIK: 1459417, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01453", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\n\ufeff\n\ufeff\n~ 64 ~\nReport of Independent Registered Public Accounting Firm\n\ufeff\nAudit Committee, Board of Directors, and Shareholders\nICC Holdings, Inc. and Subsidiaries\n\ufeff\nOpinion on the Financial Statements\n\ufeff\nWe have audited the accompanying consolidated balance sheets of ICC Holdings, Inc. and Subsidiaries (the Company) as of December 31, 2020 and 2019, and the related consolidated statements of earnings, comprehensive earnings, stockholders\u2019 equity, and cash flows, for the years then ended, and the related notes and financial statement schedules listed in Item 15 of the Company\u2019s Form 10-K (collectively referred to as the \u201cfinancial statements\u201d). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the years then ended, in conformity with accounting principles generally accepted in the United States of America.\n\ufeff\nBasis for Opinion\n\ufeff\nThese consolidated financial statements are the responsibility of the entity\u2019s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (\"PCAOB\") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\n\ufeff\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity\u2019s internal control over financial reporting. Accordingly, we express no such opinion.\n\ufeff\nOur audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.\n\ufeff\n\ufeff\nWe have served as Illinois Casualty Company\u2019s auditor since 2019.\n\ufeff\nPark Ridge, IL\n\ufeff\nMarch 30, 2021\n\ufeff\n~ 65 ~\nICC Holdings, Inc. and Subsidiaries\nConsolidated Balance Sheets\n\ufeff\n\ufeff\n\ufeff\n1 Par value $0.01; authorized: 2020 - 10,000,000 shares and 2019 - 10,000,000 shares; issued: 2020 - 3,500,000 and 2019 - 3,500,000 shares; outstanding: 2020 -3,033,314 and 2019 -3,014,941 shares.\n2 2020 - 208,875 shares and 2019 - 203,811 shares\n3 2020 -257,811 shares and 2019 -281,248 shares\n\ufeff\nSee accompanying notes to consolidated financial statements.\n~ 66 ~\nICC Holdings, Inc. and Subsidiaries\nConsolidated Statements of Earnings and Comprehensive Earnings\n\ufeff\n\ufeff\n\ufeff\nSee accompanying notes to consolidated financial statements.\n~ 67 ~\nICC Holdings, Inc. and Subsidiaries\nConsolidated Statements of Stockholders\u2019 Equity\n\ufeff\n\ufeff\n\ufeff\n1See discussion of Accounting Standards Update 2016-01 adoption in Note 1 - Summary of Significant Accounting Policies\n2Amount represents restricted stock units that have fully vested in the period\n\ufeff\nSee accompanying notes to consolidated financial statements.\n~ 68 ~", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1681903_2020.htm (CIK: 1681903, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01454", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nThe following discussion should be read in conjunction with the consolidated financial statements and related notes beginning on page. This discussion contains forward-looking statements that involve risks and uncertainties. Our future results may differ materially from those disclosed herein as a result of significant risks and uncertainties and various factors described in this report. These risks and uncertainties are discussed in greater detail in Item 1A, \u201cRisk Factors.\u201d\nCertain amounts disclosed below vary from those previously provided by the Company, including those furnished as an exhibit to the Form 8-K the Company filed with the SEC on February 17, 2021, as a result of the correction of certain immaterial errors. The adjustments to the financial results primarily related to foreign currency exchange gains and losses and the income tax provision, which are not included in the Company\u2019s operating earnings, a non-U.S. GAAP financial measure. For further discussion about these revisions to previously reported amounts, see Note 2, \u201cRevisions of Previously Issued Financial Statements.\u201d\nFor discussion of our results of operations and changes in financial conditions for year ended December 31, 2019 compared to year ended December 31, 2018 refer to Part II. Item 7. Management\u2019s Discussion and Analysis of Financial Conditions and Results of Operations in our 2019 Form 10-K which was filed with the SEC on February 28, 2020 (the \u201c2019 10-K\u201d) and such discussion is incorporated herein by reference. However, for certain items below in the discussion of our consolidated results of operations, we have included the discussion for the year ended December 31, 2019 compared to year ended December 31, 2018, when applicable, to reflect the adjustments described above and in Note 2, \u201cRevisions of Previously Issued Financial Statements.\u201d These revised discussions replace the applicable discussion in the 2019 10-K.\nConsolidated Results of Operations\nFor the year ended December 31, 2020, we reported a net loss attributable to common shareholders of $58.7 million ($1.70 per diluted common share) as compared to a net loss of $14.1 million ($0.41 per diluted common share) for the year ended December 31, 2019. For the year ended December 31, 2018, we reported net income of $57.0 million ($1.65 per fully diluted share).\nThe following is a comparison of selected data from our results of operations, as well as book value per common share, for the relevant periods:\nImpact of COVID-19\nThe global COVID-19 pandemic has resulted in and is expected to continue to result in significant disruptions in economic activity and financial markets. COVID-19 has directly and indirectly adversely affected the Company and may continue to do so for an uncertain period of time. Beginning in March 2020, the pandemic and related economic conditions began to impact our results of operations. For the year ended December 31, 2020, our underwriting results included net pre-tax catastrophe losses of $73.2 million associated with COVID-19 and related economic conditions, primarily resulting from contingency and property exposures in the Company\u2019s International Operations and property exposures in its U.S. Operations. Property losses relate to sub-limited affirmative business interruption coverage, primarily in certain International markets, as well as expected costs associated with claims handling. Premium levels in certain lines in both our U.S. and International Operations reporting segments has been negatively impacted by the challenges of the economic slowdown. Conversely, our current accident year non-catastrophe loss results saw reduced claim activity during the year ended December 31, 2020 due, in part, to the impact of the COVID-19 pandemic. Our liquidity and capital resources were not materially impacted by COVID-19 and related economic conditions during the year ended Decem", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax provision. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01455", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nThe Company is a management services company managing the acquisition and conventional operation of mature oil fields and the further recovery of stranded oil from those fields using enhanced oil recovery methods for its sole customer, SORC, a direct, wholly owned subsidiary of Alleghany. See \u201cItem 1. Business\u201d for a discussion of our business and our transactions with SORC. The sole source of revenue for the Company comes from the management fees described in the MSA and from a Royalty based upon the success of SORC. As of May 31, 2020, no royalties have been accrued or paid.\nFrom SORC\u2019s formation in 2011 through June 30, 2020, Alleghany\u2019s net investment into SORC has been $275.9 million. This investment has been channeled primarily into three major projects discussed in the following paragraphs.\nThe first project was located in Kansas. SORC funds have been used to acquire oil and gas leases and to purchase mineral rights totaling approximately 2,500 acres and used to construct and develop an Underground Gravity Drainage (\u201cUGD\u201d) facility. SORC completed construction of its underground facility in 2014 and commenced its drilling program in 2015. After a thorough evaluation of the project, SORC sold substantially all its assets to third parties as of December 29, 2017 and no longer has oil and gas properties in Kansas.\nThe second project was located in Louisiana where SORC had acquired oil and gas leases on approximately 9,244 acres in a targeted oil reservoir. The oil field assets there were operational, producing crude oil using both conventional and UGD production methods, and were sold to a third party in July 2020.\nThe third project is located in Wyoming. On January 30, 2015, SORC, through one of its subsidiaries, purchased the Department of Energy\u2019s Naval Petroleum Reserve Number 3 (NPR-3), the Teapot Dome Oilfield, for $45.2 million. The purchase culminated a competitive bidding process that closed on October 16, 2014. Under the terms of the sale, operation and ownership of all of NPR-3\u2019s mineral rights and approximately 9,000 acres of land immediately transferred to SORC. The remaining surface acreage transferred in June 2015, bringing the total acres purchased to 9,318. The oil field there is operational, currently producing crude oil using both conventional and UGD production methods, and classified by SORC as held for sale.\nIn its Form 10-Q report for the second quarter ended June 30, 2020, Alleghany reported that (a) for the second quarter and first six months of 2020, Alleghany recorded $44.5 million and $74.4 million, respectively, of impairment charges at SORC from write-downs of SORC\u2019s oil field assets; (b). SORC\u2019s oil field assets are held for sale and consequently, were written down to estimated fair value, which reflects a significant decline in oil prices, less costs to sell; and (c) as of June 30, 2020, SORC\u2019s stockholder\u2019s equity was $26 million, which consisted primarily of deferred tax assets and current taxes receivable.\nItem 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations - continued\nLiquidity and Capital Resources\nIn accordance with the SORC license and management services agreements, the Company believes that it will receive from SORC sufficient working capital necessary to meet its obligations under the Agreements. The Company provides the know-how, expertise, and management required to identify, evaluate, acquire, test and develop targeted properties, and SORC provides all required funding and owns any acquired assets. It is expected that SORC will be funded primarily by Alleghany in exchange for issuance by SORC to Alleghany of 12% Cumulative Preferred Stock. As of June 30, 2020, SORC had received $275.9 million in net funding from Alleghany. Prior to the Company receiving any Royalty cash distributions from SORC, all SORC preferred share accrued dividends (in exce", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: deferred tax, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01456", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nAlphabet Inc.\nINDEX TO CONSOLIDATED FINANCIAL STATEMENTS\nPage\nReports of Ernst & Young LLP, Independent Registered Public Accounting Firm\nFinancial Statements:\nConsolidated Balance Sheets\nConsolidated Statements of Income\nConsolidated Statements of Comprehensive Income\nConsolidated Statements of Stockholders\u2019 Equity\nConsolidated Statements of Cash Flows\nNotes to Consolidated Financial Statements\nThe supplementary financial information required by this Item 8 is included in Item 7 under the caption \u201cQuarterly Results of Operations.\u201d\nAlphabet Inc.\nREPORT OF ERNST & YOUNG LLP, INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nTo the Stockholders and the Board of Directors of Alphabet Inc.\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheets of Alphabet Inc. (the Company) as of December 31, 2019 and 2020, the related consolidated statements of income, comprehensive income, stockholders' equity and cash flows for each of the three years in the period ended December 31, 2020, and the related notes and financial statement schedule listed in the Index at Item 15 (collectively referred to as the \u201cconsolidated financial statements\u201d). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2019 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with U.S. generally accepted accounting principles.\nWe also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 2, 2021 expressed an unqualified opinion thereon.\nBasis for Opinion\nThese financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company\u2019s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the U.S. Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\nCritical Audit Matter\nThe critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1652044_2020.htm (CIK: 1652044, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01457", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nAll information required by this item is listed in the Index to Financial Statements in Part IV, Item 15(a)1 of this Report.\nITEM 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 895665_2020.htm (CIK: 895665, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01458", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nReport of Independent Registered Public Accounting Firm\nTo the shareholders and the board of directors of Pan Global Corp.\nOpinion on the Financial Statements\nWe have audited the accompanying balance sheet of Pan Global Corp. (the \"Company\") as of September 30, 2020, the related statement of operations, stockholders' equity (deficit), and cash flows for the year then ended, and the related notes (collectively referred to as the \"financial statements\"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2020, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States.\nSubstantial Doubt about the Company\u2019s Ability to Continue as a Going Concern\nThe accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company\u2019s significant operating losses raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.\nBasis for Opinion\nThese financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (\"PCAOB\") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company\u2019s internal control over financial reporting. Accordingly, we express no such opinion.\nOur audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.\n/s BF Borgers CPA PC\nBF Borgers CPA PC\nWe have served as the Company's auditor since\nLakewood, CO\nApril 22, 2021\nPAN GLOBAL CORP.\nBALANCE SHEETS\nThe accompanying notes are an integral part of these financial statements.\nPAN GLOBAL CORP.\nSTATEMENTS OF OPERATIONS\nThe accompanying notes are an integral part of these financial statements.\nPAN GLOBAL CORP.\nSTATEMENTS OF CASH FLOWS\nThe accompanying notes are an integral part of these financial statements.\nPAN GLOBAL CORP.\nSTATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY\nThe accompanying notes are an integral part of the financial statements.\nNOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS\nPan Global, Corp. (\u201cthe Company\u201d was incorporated in the state of Nevada on April 30, 2010 under the name of Savvy Business Support, Inc. (\u201cSavvy\u201d). Savvy offered general business services/support to start-up companies, small and medium business planning to expand, individu", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1492617_2020.htm (CIK: 1492617, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01459", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A: RISK FACTORS\nWe are subject to various risks that may materially harm our business, prospects, financial condition and results of operations. An investment in our common stock is speculative and involves a high degree of risk. In evaluating an investment in shares of our common stock, you should carefully consider the risks described below, together with the other information included in this report.\nThe risks described below are not the only risks we face. If any of the events described in the following risk factors actually occurs, or if additional risks and uncertainties later materialize that are not presently known to us or that we currently deem immaterial, then our business, prospects, results of operations and financial condition could be materially adversely affected. In that event, the trading price of our common stock could decline, and you may lose all or part of your investment in our shares. The risks discussed below include forward-looking statements, and our actual results may differ substantially from those discussed in these forward-looking statements.\nRisks Related to Our Business\nWe are a company with a limited operating history and our future profitability is uncertain. We anticipate future losses and negative cash flows and we may never be profitable.\nWe are a company with a limited operating history and limited revenues to date. We have incurred losses since our inception and expect to experience operating losses and negative cash flows for the foreseeable future. As of December 31, 2020, we had a total accumulated deficit of approximately $75 million. We anticipate our losses will continue to increase from current levels because we expect to incur additional costs and expenses related to prototype development, consulting costs, laboratory development costs, marketing and other promotional activities, the addition of engineering and manufacturing personnel, and our continued efforts to form relationships with strategic partners. We may never generate significant revenue and we may never be profitable.\nIf we do not receive additional financing when and as needed in the future, we may not be able to continue our research and development or commercialization efforts and our business may fail.\nOur business is capital-intensive and requires capital investments in order for it to develop. Our cash on hand will likely not be sufficient to meet all of our future needs because our target customers are, in general, slow to adopt new technologies, and we anticipate that we will require substantial additional funds in excess of our current financial resources for research, development and commercialization of our technology, to obtain and maintain patents and other intellectual property rights in our technology, and for working capital and other purposes, the timing and amount of which are difficult to ascertain. Until our technology generates revenues sufficient to support our operations, we plan to obtain the necessary working capital for operations through the sale of our securities, but we may not be able to obtain financing in amounts sufficient to fund our business plans. If we cannot obtain additional funding when and as needed, our business might fail.\nMarket acceptance of our technology and business is difficult to predict. If our technology does not achieve market acceptance, our business could fail.\nWe are continuing to develop our technology, which is being implemented and tested in the field by customers in various markets. If we are unable to effectively develop and demonstrate our technology in a timely fashion, gain recognition in our market segments, and develop a critical level of successful sales and product installations, we may not be able to successfully achieve sales revenue and our results of operations and financial condition would then suffer. Our ability to achieve future revenue will depend significantly upon achieving a critical mass of market awareness and sales to potential cu", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1434524_2020.htm (CIK: 1434524, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01460", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nWe caution you that our business, financial condition and results of operations are subject to a number of risks and uncertainties that make an investment in our securities risky. The risk factors listed below could cause actual results to differ materially from our historical results or from those projected in forward-looking statements contained in this report, our other filings with the SEC, our news releases, or our other verbal or written communications. In addition to the effects of the COVID-19 pandemic and resulting disruptions on our business and operations and in the risk factors below, additional risks and uncertainties that are currently not known or believed by us to be immaterial may also have a material negative impact on our business, financial condition and results of operations. In any such event, the trading price of our securities could decline and you could lose all or part of your investment.\nAdditionally, the COVID-19 pandemic has had, and is expected to continue to have, a material adverse impact on our business, financial condition, and results of operations, as well as those of many of our customers, suppliers, and local, national, and global economies. The COVID-19 pandemic has also amplified many of the other risks discussed below to which we are subject. We are unable to predict the extent to which the pandemic and its related impacts will adversely impact our business, financial condition, and results of operations as well as our stock price. However, given the unpredictable, unprecedented, and fluid nature of the pandemic, it may also materially and adversely affect our business, financial condition, and results of operations in ways that are not currently anticipated by or known to us or that we do not currently consider to present significant risk.\nThe novel coronavirus (COVID-19) pandemic has materially disrupted and is expected to continue to materially disrupt for an extended period of time our business, operations, financial condition and results of operations.\nThe COVID-19 pandemic has had a material adverse effect on our business. The COVID-19 pandemic, federal, state and local government responses to COVID-19, our guests\u2019 responses to the pandemic, and our Company\u2019s responses to the pandemic have all disrupted and will continue to disrupt our business and our industry. In the United States, as well as globally, individuals are being encouraged to practice social distancing, restricted from gathering in groups, and in some areas are restricted from non-essential movements outside of their homes, all of which impacts our ability to operate our business.\nOur fiscal 2020 results include the decline in Company sales compared to fiscal 2019 primarily due to the COVID-19 pandemic. At the end of the third quarter of fiscal 2020, we temporarily closed all Company-owned restaurant dining and banquet rooms as we transitioned to an off-premise business model and temporarily delayed our expansion plans. Beginning on April 27, 2020, we began to reopen certain dining room locations as permitted by governments. At the end of fiscal 2020, as of June 24, 2020, and more recently as of our first period of fiscal 2021 ended July 29, 2020, 94.9% and 84.0%, respectively, of our Company-owned restaurant dining rooms or patios were open in a limited capacity.\nIn response to the pandemic, during the fourth quarter of fiscal 2020, we shifted to off-premise and then limited dining room re-opening based on regulatory requirements. We also modified work hours for our team members, implemented enhanced safety protocols, and identified and implemented cost savings measures throughout our operations. In fiscal 2020, we incurred approximately $12.2 million of expenses related to our response to the pandemic primarily related to employee relief payments, net of CARES Act employee retention tax credits, supplies such as sanitizer and face masks, and inventory spoilage. We expect to incur higher ongoin", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: tax credit, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01461", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk.\nIn the context of Item 7A, 3M is exposed to market risk due to the risk of loss arising from adverse changes in foreign currency exchange rates, interest rates and commodity prices. Changes in those factors could impact the Company\u2019s results of operations and financial condition. Senior management provides oversight for risk management and derivative activities, determines certain of the Company\u2019s financial risk policies and objectives, and provides guidelines for derivative instrument utilization. Senior management also establishes certain associated procedures relative to control and valuation, risk analysis, counterparty credit approval, and ongoing monitoring and reporting.\nThe Company is exposed to credit loss in the event of nonperformance by counterparties in interest rate swaps, currency swaps, and forward and option contracts. However, the Company\u2019s risk is limited to the fair value of the instruments. The Company actively monitors its exposure to credit risk through the use of credit approvals and credit limits, and by selecting major international banks and financial institutions as counterparties. The Company does not anticipate nonperformance by any of these counterparties.\nForeign Exchange Rates Risk:\nForeign currency exchange rates and fluctuations in those rates may affect the Company\u2019s net investment in foreign subsidiaries and may cause fluctuations in cash flows related to foreign denominated transactions. 3M is also exposed to the translation of foreign currency earnings to the U.S. dollar. The Company enters into foreign exchange forward and option contracts to hedge against the\neffect of exchange rate fluctuations on cash flows denominated in foreign currencies. These transactions are designated as cash flow hedges. 3M may dedesignate these cash flow hedge relationships in advance of the occurrence of the forecasted transaction. The maximum length of time over which 3M hedges its exposure to the variability in future cash flows of the forecasted transactions is 36 months. In addition, 3M enters into foreign currency contracts that are not designated in hedging relationships to offset, in part, the impacts of changes in value of various non-functional currency denominated items including certain intercompany financing balances. As circumstances warrant, the Company also uses foreign currency forward contracts and foreign currency denominated debt as hedging instruments to hedge portions of the Company\u2019s net investments in foreign operations. The dollar equivalent gross notional amount of the Company\u2019s foreign exchange forward and option contracts designated as either cash flow hedges or net investment hedges was $2.3 billion at December 31, 2020. The dollar equivalent gross notional amount of the Company\u2019s foreign exchange forward and option contracts not designated as hedging instruments was $3.2 billion at December 31, 2020. In addition, as of December 31, 2020, the Company had 3.5 billion Euros in principal amount of foreign currency denominated debt designated as non-derivative hedging instruments in certain net investment hedges as discussed in Note 14 in the \u201cNet Investment Hedges\u201d section.\nInterest Rates Risk:\nThe Company may be impacted by interest rate volatility with respect to existing debt and future debt issuances. 3M manages interest rate risk and expense using a mix of fixed and floating rate debt. In addition, the Company may enter into interest rate swaps that are designated and qualify as fair value hedges. Under these arrangements, the Company agrees to exchange, at specified intervals, the difference between fixed and floating interest amounts calculated by reference to an agreed-upon notional principal amount. The dollar equivalent (based on inception date foreign currency exchange rates) gross notional amount of the Company\u2019s interest rate swaps at December 31, 2020 was $403 million. Additional details about 3M\u2019s lon", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 66740_2020.htm (CIK: 66740, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01462", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data\nThe following table sets forth certain selected financial information concerning the Company and its wholly-owned subsidiary. The information was derived from audited consolidated financial statements. The information should be read in conjunction with \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations,\u201d which follows, and the audited consolidated financial statements and notes, which are presented elsewhere in this report.\n(1) Including mortgage loans to be sold.\n(2) Excluding mortgage loans to be sold.\n(3) Adjusted to retroactively reflect 10% stock dividend issued during the year ended December 31, 2018.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1007273_2020.htm (CIK: 1007273, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01463", "source": "edgar", "source_license": "public_domain", "text": "Item 11. EXECUTIVE COMPENSATION.\nThe information required by this item is incorporated by reference from the Proxy Statement under the caption \"Compensation Discussion and Analysis.\"\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1178879_2020.htm (CIK: 1178879, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01464", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\nResults of Operations\nThe following table sets forth for the periods indicated certain items from the Company\u2019s Consolidated Statements of Income expressed as a percentage of net sales and the percentage change in the dollar amount of each such item from that in the indicated previous year.\nResults of Operations: 2020 to 2019\nNet Sales. In 2020, Company net sales decreased by $170.7 million, or 9% compared to the prior year. Net sales for 2020 were negatively impacted by lower than forecasted global vehicle production rates for calendar year 2020, which were down 16% on a year over year basis. The reduction in global light vehicle production and the Company's sales was impacted primarily a result of the global shutdowns as a result of the COVID-19 pandemic, which primarily impacted the Company in the second quarter of 2020. Automotive net sales decreased as a result of an 11% decrease in automatic-dimming mirror shipments, from 42.9 million units in 2019 to 38.2 million units in 2020.\nOther net sales decreased 17% to $40.0 million compared to the prior year, as dimmable aircraft window sales decreased 30% year over year and fire protection saw a decrease in net sales of 4% year over year. Dimmable aircraft window sales were impacted by production challenges the Company's customer faced.\nCost of Goods Sold. As a percentage of net sales, cost of goods sold increased from 63.0% in 2019 to 64.1% in 2020. The year over year decrease in the gross profit margin was primarily the result of the Company's inability to leverage fixed overhead during the second quarter of 2020 as a result of COVID-19 related shutdowns and decreases in demand, as well as annual customer price reductions, which were partially offset by improvements in product mix related to Full Display Mirror\u00ae as well as purchasing cost reductions and structural cost reductions. On a year over year basis, the inability to leverage fixed overhead and annual customer price reductions each had a negative impact of approximately 150 - 250 basis points on gross profit margin. Purchasing cost reductions, product mix improvements, and structural cost reductions each independently had a positive impact on gross profit margin on a period over period basis of approximately 50 - 100 basis points.\nOperating Expenses. Engineering, research and development expenses increased by $1.2 million or 1% from 2019 to 2020, representing 7% of net sales in 2020 versus 6% of net sales in 2019. E, R & D increased, primarily due to certain severance related costs incurred in the second quarter of 2020, which were partially offset by lower overall expense levels as a result of the COVID-19 pandemic.\nSelling, general and administrative expenses increased by $4.9 million or 6% from 2019 to 2020, but remained at 5% of net sales. The primary reason for the increase from 2019 to 2020 was due to severance related costs, wages and benefits, other resources associated with mitigation of the impacts of the global COVID-19 pandemic, and increased legal and professional fees associated with acquisitions of new technology described in Note 12 of the Consolidated Financial Statements.\nTotal Other Income/(Expense). Investment income decreased $4.2 million to $7.0 million for 2020 compared to $11.2 million for 2019 primarily due to decreases in interest income from fixed income investments. Other income - net increased $4.6 million in 2020 versus 2019, primarily due to an increase in gains on sales of debt investments on a year over year basis, as well as gains recognized on initial investments that were fully acquired during 2020, as further described in Note 12 of the Consolidated Financial Statements.\nTaxes. The effective tax rate was 15.6% for year ended December 31, 2020 compared to 15.1% the prior year. The effective tax rates in 2020 and 2019 differed from the statutory federal income tax rate, primarily due to the", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax rate. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01465", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\nThe following selected financial data is based on audited historical financial statements of Aimco and the Aimco Operating Partnership, unless otherwise noted. This information should be read in conjunction with such financial statements, including the notes thereto, and \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d included herein or in previous filings with the Securities and Exchange Commission.\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1820878_2020.htm (CIK: 1820878, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01466", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors.\nAs is the case for any retailer, the Company's success in achieving its objectives and expectations is dependent upon general economic conditions, competitive conditions and consumer attitudes. However, certain factors are specific to the Company and/or the markets in which it operates. The following \"risk factors\" are specific to the Company; these risk factors affect the likelihood that the Company will achieve the objectives and expectations communicated by management. The risk factors described below are not the only ones faced by the Company and additional risks and uncertainties not presently known or that are currently deemed immaterial also may impair the Company's business operations. Management's strategies are subject to the risks described herein and may be subject to other risks that have not yet been identified.\n(i) The announcement and pendency of the proposed Merger may adversely affect the Company's business, financial condition and results of operations.\nUncertainty about the effect of the proposed Merger on the Company's employees, customers, and other parties may have an adverse effect on the Company's business, financial condition and results of operations regardless of whether the proposed Merger is completed. These risks to the Company's business include, among others, the following, all of which may be exacerbated by a delay in the completion of the proposed Merger: (i) the impairment of the Company's ability to attract, retain, and motivate its employees; (ii) the diversion of significant management time and attention from ongoing business operations towards the completion of the proposed Merger; (iii) difficulties maintaining relationships with customers, suppliers and other business partners; (iv) delays or deferments of certain business decisions by the Company's customers, suppliers and other business partners; (v) the inability to pursue alternative business opportunities or make appropriate changes to the Company's business because the Merger Agreement requires the Company to, subject to certain exceptions, including as required by a Governmental Entity or by applicable Law (in each case as defined in the Merger Agreement), conduct its business in the ordinary course of business and to not engage in certain kinds of transactions prior to the completion of the proposed Merger without the prior written consent of Parent (such consent not to be unreasonably conditioned, withheld or delayed), even if such actions could prove beneficial; (vi) litigation relating to the proposed Merger and the costs related thereto; and (vii) the incurrence of significant costs, expenses and fees for professional services and other transaction costs in connection with the proposed Merger.\n(ii) Failure to consummate the proposed Merger within the expected time frame or at all may have a material adverse impact on the Company's business, financial condition and results of operations.\nThere can be no assurance that the proposed Merger will be consummated. The consummation of the proposed Merger is subject to various conditions, including, among others, customary conditions relating to (i) the receipt of certain non-U.S. regulatory approvals; (ii) clearance by the CFIUS; (iii) the absence of a law or order in effect that enjoins, prevents or otherwise prohibits the consummation of the proposed Merger or any other transactions contemplated under the Merger Agreement issued by a governmental entity; (iv) the absence of any legal proceeding seeking to enjoin, prevent or otherwise prohibit the consummation of the proposed Merger or any other transactions contemplated under the Merger Agreement instituted by a governmental entity of competent jurisdiction; and (v) the absence of a Material Adverse Effect (as defined in the Merger Agreement). There can be no assurance that these and other conditions to closing will be satisfied in a timely manner or at all.\nIn connection with the proposed Merger, the Regis", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 98246_2020.htm (CIK: 98246, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01467", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data.\nThe consolidated Financial Statements required by this item are attached hereto on pages-F25.\nItem 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 87802_2020.htm (CIK: 87802, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01468", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nSee notes to consolidated financial statements.\nSee notes to consolidated financial statements.\n(1)Amount is net of tax of $262 for 2020.\n(2)Amounts are net of tax of $158 and $182 for 2020 and 2019, respectively. All amounts are reclassified from accumulated other comprehensive loss to operating and administrative expense.\n(3)Amounts are net of tax of $536 and $384 for 2020 and 2019, respectively.\n(4)Amounts are net of tax of $444 and $133 for 2020 and 2019, respectively. All amounts are reclassified from accumulated other comprehensive loss to operating and administrative expense.\nSee notes to consolidated financial statements.\nSee notes to consolidated financial statements.\nSee notes to consolidated financial statements.\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n(All amounts are in thousands, except per share data).\nNOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES\nNature of operations\nVillage Super Market, Inc. (the \u201cCompany\u201d or \u201cVillage\u201d) operates a chain of 35 supermarkets under the ShopRite and Fairway names in New Jersey, Maryland, New York and eastern Pennsylvania and three specialty markets under the Gourmet Garage name in New York City. The Company is a member of Wakefern Food Corporation (\"Wakefern\"), the nation's largest retailer-owned food cooperative and owner of the ShopRite, Fairway and Gourmet Garage names. This relationship provides Village many of the economies of scale in purchasing, distribution, store and own branded products, advanced retail technology, marketing and advertising associated with chains of greater size and geographic coverage.\nPrinciples of consolidation\nThe consolidated financial statements include the accounts of Village Super Market, Inc. and its subsidiaries, which are wholly owned. Intercompany balances and transactions have been eliminated.\nFiscal year\nThe Company and its subsidiaries utilize a 52-53 week fiscal year ending on the last Saturday in the month of July. Fiscal 2020 and 2019 contain 52 weeks.\nUse of estimates\nIn conformity with U.S. generally accepted accounting principles, management of the Company has made a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Some of the more significant estimates are patronage dividends, pension accounting assumptions, accounting for contingencies, accounting for derivative instruments and hedging activities, purchase accounting and the impairment of long-lived assets and goodwill. Actual results could differ from those estimates.\nIndustry segment\nThe Company consists of one operating segment, the retail sale of food and nonfood products.\nRevenue recognition\nRevenue is recognized at the point of sale to the customer, including Pharmacy sales. Digital channel sales are recognized either upon pickup in-store or upon delivery to the customer, including any related service revenues. Sales tax is excluded from revenue.\nDiscounts provided to customers through ShopRite coupons and loyalty programs are recognized as a reduction of sales as products are sold. Discounts provided by vendors are not recognized as a reduction in sales. Rather, the Company records a receivable from the vendor for the difference in sales price and payment received from the customer.\nThe Company does not recognize revenue when it sells gift cards redeemable at Wakefern member stores. Payment collected from customers for sale of these gift card is passed on to Wakefern as they can be redeemed at other locations, including those operated by Wakefern or other Wakefern members. Revenue is recognized and a receivable from Wakefern is recorded when a customer redeems these gift cards to purchase products or services.\nDisaggregated Revenues\nThe following table presents the Company's sales by product ", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 103595_2020.htm (CIK: 103595, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01469", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nOur consolidated financial statements, together with the report of our independent registered public accounting firm, appear herein commencing on page of this Annual Report on Form 10-K and are incorporated herein by reference.\nItem 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1624326_2020.htm (CIK: 1624326, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01470", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7.MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL\nCONDITION AND RESULTS OF OPERATIONS\nKey 2021 Developments\nAs discussed above under \u201cProposed Merger with Pineapple Energy,\u201d on March 1, 2021, the Company entered into an Agreement and Plan of Merger with Helios Merger Co. and Pineapple Energy LLC pursuant to which Pineapple would become a wholly owned subsidiary of the Company (the \u201cMerger\u201d). In connection with the Merger, CSI intends to pursue dispositions of its existing assets and businesses prior to the closing of the Merger. To the extent these dispositions occur, CSI expects to declare a cash dividend that distributes a portion of the proceeds from these dispositions to its shareholders as of a pre-closing record date.\nFollowing the Merger closing, CSI will use commercially reasonable efforts to complete the dispositions of these assets as soon as reasonably practicable (and, in any event, within 18 months of the closing). Proceeds that become available from the dispositions that occur following the closing of the Merger will be distributed pro rata to the legacy shareholders pursuant to the contingent value rights agreement described above. CSI will continue to support these existing business lines as it pursues new owners for these businesses.\nOverview\nCommunications Systems, Inc. provides connectivity infrastructure products and services for global deployments of broadband networks through the following business segments:\nElectronics & Software\nThis segment is comprised of CSI\u2019s Transition Networks and Net2Edge businesses. With over 30 years of growth and expertise in hardware and software development in this segment, the Company offers customers network solutions that provide secure, reliable connectivity and power through PoE products and actionable intelligence to end devices in an IoT ecosystem through embedded and cloud-based management software. In addition, this segment continues to generate revenue from its traditional products consisting of, media converters, NICs, and Ethernet switches that offer the ability to affordably integrate the benefits of fiber optics into any data network, in any application, and in any environment. The product portfolio gives customers simple, secure, and intelligent solutions for the network edge by offering support for multiple interface speeds, PoE options, and a broad array of protocols.\nAs data networks continue to change and evolve, the Company\u2019 solutions enable customers to easily deploy, provision, and proactively manage their networks with actionable insights about their edge devices and connected end points, thereby minimizing the administrative burden of the operator. The Company distributes hardware-based connectivity solutions through a network of resellers in over 50 countries.\nServices & Support\nThis segment is comprised of CSI\u2019s JDL Technologies and Ecessa Corporation businesses. With over 30 years of growth and expertise in managed services and SD-WAN solutions in this segment, the Company offers customers:\n\u25cfTechnology services and infrastructure in the commercial, healthcare, financial, and education market segments. The Company\u2019s portfolio of technology solutions includes IT managed services supporting client infrastructures from the data center to the desktop, security products and services, cloud migrations, network virtualization and resiliency, wired and wireless network design and implementation, and converged infrastructure configuration and deployment. We provide many of these technology services to the education space, including having provided services to one of the largest school districts in the US for more than 30 years. We also provide these services to a number of commercial and healthcare clients.\n\u25cfSD-WAN Never Down\u00ae networks, sold as a product or as a recurring service, enable organizations of all sizes to reliably run Internet and cloud-based applications, connect offices worldwide and distribute traffic among a fabric of multiple, diverse", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 22701_2020.htm (CIK: 22701, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01471", "source": "edgar", "source_license": "public_domain", "text": "Item 8.\nConsolidated Financial Statements and Supplementary Data.\nINDEX TO CONSOLIDATED FINANCIAL STATEMENTS\nPage\nSIERRA ONCOLOGY, INC.\nReport of Independent Registered Public Accounting Firm\nConsolidated Balance Sheets\nConsolidated Statements of Operations and Comprehensive Loss\nConsolidated Statements of Stockholders\u2019 Equity\nConsolidated Statements of Cash Flows\nNotes to Consolidated Financial Statements\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nTo the Board of Directors and Shareholders of\nSierra Oncology, Inc.:\nSan Mateo, California\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheets of Sierra Oncology Inc. and subsidiaries (the \"Company\") as of December 31, 2020 and 2019, the related consolidated statements of operations and comprehensive loss, shareholders' equity, and cash flows, for each of the three years in the period ended December 31, 2020, and the related notes (collectively referred to as the \"financial statements\"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.\nBasis for Opinion\nThese financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company\u2019s internal control over financial reporting. Accordingly, we express no such opinion.\nOur audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\nCritical Accounting Matter\nThe critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.\nAccrued Liabilities and Prepaid Expenses - Management\u2019s Estimates of Accrued and Prepaid Research and Development Costs Ass", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1290149_2020.htm (CIK: 1290149, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01472", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nUPAY, Inc.\nConsolidated Financial Statements\nIndex\nReport of Independent Registered Public Accounting Firm\nConsolidated Balance Sheets\nConsolidated Statements of Operations and Comprehensive Loss\nConsolidated Statements of Stockholders\u2019 Equity and Accumulated Other Comprehensive Loss\nConsolidated Statements of Cash Flows\nNotes to the Consolidated Financial Statements\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nTo the Board of Directors and\nStockholders of UPAY, Inc.\nOpinion on the Consolidated Financial Statements\nWe have audited the accompanying consolidated balance sheets of UPAY, Inc. (the Company) as of February 29, 2020 and February 28, 2019, and the related consolidated statements of operations, consolidated statement of stockholder\u2019s equity and accumulated other comprehensive loss, and cash flows for each of the years in the two year period ended February 29, 2020, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of February 29, 2020 and February 28, 2019, and the results of its operations and its cash flows for each of the years in the two-year period ended February 29, 2020, in conformity with accounting principles generally accepted in the United States of America.\nBasis for Opinion\nThese financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company\u2019s internal control over financial reporting. Accordingly, we express no such opinion.\nOur audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\nThe accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company suffered a net loss from operations and had negative cash flows from operations, which raises substantial doubt about its ability to continue as a going concern. Management\u2019s plans regarding those matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.\nUPAY, Inc.\nConsolidated Balance Sheets\n(Expressed in U.S. dollars)\nThe accompanying notes are an integral part of these consolidated financial statements.\nUPAY, Inc.\nConsolidated Statements of Operations and Comprehensive Loss\n(Expressed in U.S. dollars)\nThe acc", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1677897_2020.htm (CIK: 1677897, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01473", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\nOverview\nThe following discussion and analysis is intended to provide information about the financial condition and results of operations of the Company and its subsidiaries on a consolidated basis and should be read in conjunction with the consolidated financial statements and the related notes and supplemental financial information appearing elsewhere in this report.\nThe Company, which was incorporated in 1999, is the parent holding company for 1ST Constitution Bank, a commercial bank formed in 1989 that provides a wide range of financial services to consumers, businesses and government entities. The Bank's branch network primarily serves central and coastal New Jersey and offers consumer and business banking products delivered through a network of well-trained staff dedicated to a positive client experience and enhancing shareholder value. Much of the Company's lending activity is in northern, central and coastal New Jersey and the New York metropolitan area. For purposes of the discussion below, 1ST Constitution Capital Trust II (Trust II), a subsidiary of the Company, is not included in the Company's consolidated financial statements as it is a variable interest entity and the Company is not the primary beneficiary.\nOn November 8, 2019, the Company completed the merger of Shore with and into the Bank. The Shore Merger contributed approximately $284.2 million in assets, approximately $209.6 million in loans, and approximately $249.8 million in deposits.\nOn April 11, 2018, the Company completed the merger of NJCB with and into the Bank. The NJCB Merger contributed approximately $95 million in assets, approximately $75 million in loans, and approximately $87 million in deposits.\nCOVID-19 Impact and Response\nThe sudden emergence of the COVID-19 global pandemic in the first quarter of 2020 created widespread uncertainty, social and economic disruption, highly volatile financial markets and unprecedented increases in unemployment levels in a short period of time. Mandated business and school closures, restrictions on travel and social distancing have resulted in almost all businesses and employees being adversely impacted, including those located in the Bank\u2019s primary market areas of northern and central New Jersey, communities along the New Jersey shore, and the New York City metropolitan area. As a result of the COVID-19 pandemic and the ensuing economic disruption and uncertainty, it is not possible to determine the overall impact of the pandemic on the Company\u2019s business. To the extent that customers are not able to fulfill their contractual obligations, the Company\u2019s business operations, asset valuations, financial condition, cash flows and results of operations could be materially adversely impacted. Material adverse impacts may include all or a combination of valuation impairments on our intangible assets, investments, loans, deferred tax assets, or other real estate owned (\"OREO\").\nThe ultimate impact of the COVID-19 pandemic on the businesses and the people in the communities that the Bank serves and on the Company\u2019s operations and financial performance will depend on future developments related to the duration, extent and severity of the pandemic; the length of time that restrictions on travel and gatherings, capacity and other operational limitations or closures imposed on or by businesses and schools, and social distancing measures remain in place; the efficacy of the COVID-19 vaccines and the timing and the widespread distribution of such vaccines; and the enactment of further legislation or the adoption of policies designed to deliver monetary aid and other relief to borrowers, including but not limited to federal stimulus, forbearance or Federal Reserve monetary policy. In addition, the Company\u2019s operations rely on third-party vendors to process, record and monitor transactions. If any of these vendors are unable to pro", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: deferred tax, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01474", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk\nInterest Rates. We are exposed to market risk from changes in the interest rates on a significant portion of our outstanding debt. Outstanding revolving balances under our credit agreements bear interest at variable rates based on a margin over defined LIBOR, the Bank of England Base Rate, or the Australian Bank Bill Swap Rate. Based on an average of the aggregate amounts outstanding under these facilities during the year ended December 31, 2020, a 100-basis-point change in interest rates would result in an approximate $2.3 million change to our annual other interest expense. Similarly, amounts outstanding under floor plan financing arrangements bear interest at a variable rate based on a margin over the prime rate, defined LIBOR, the Finance House Base Rate, the Euro Interbank Offered Rate, the Canadian Prime Rate, the Australian Bank Bill Swap Rate, or the New Zealand Bank Bill Benchmark Rate.\nIn April 2020, we entered into a new five-year interest rate swap agreement pursuant to which the LIBOR portion of $300.0 million of our U.S. floating rate floor plan debt is fixed at 0.5875%. Based on an average of the aggregate amounts outstanding under our floor plan financing arrangements subject to variable interest payments during the year ended December 31, 2020, considering the swap arrangement, a 100-basis-point change in interest rates would result in an approximate $30.2 million change to our annual floor plan interest expense.\nWe evaluate our exposure to interest rate fluctuations and follow established policies and procedures to implement strategies designed to manage the amount of variable rate indebtedness outstanding at any point in time in an effort to mitigate the effect of interest rate fluctuations on our earnings and cash flows. These policies include:\n\u25cfthe maintenance of our overall debt portfolio with targeted fixed and variable rate components;\n\u25cfthe use of authorized derivative instruments;\n\u25cfthe prohibition of using derivatives for trading or other speculative purposes; and\n\u25cfthe prohibition of highly leveraged derivatives, derivatives which we are unable to reliably value, or derivatives which we are unable to obtain a market quotation.\nInterest rate fluctuations affect the fair market value of our fixed rate debt, mortgages, and certain seller financed promissory notes but with respect to such fixed rate debt instruments, do not impact our earnings or cash flows.\nForeign Currency Exchange Rates. As of December 31, 2020, we had consolidated operations in the U.K., Germany, Italy, Canada, Australia, and New Zealand. In each of these markets, the local currency is the functional currency. In the event we change our intent with respect to the investment in any of our international operations, we would expect to implement strategies designed to manage those risks in an effort to mitigate the effect of foreign currency fluctuations on\nour earnings and cash flows. A ten percent change in average exchange rates versus the U.S. Dollar would have resulted in an approximate $833.9 million change to our revenues for the year ended December 31, 2020.\nWe purchase certain of our new vehicles, parts, and other products from non-U.S. manufacturers. Although we purchase the majority of our inventories in the local functional currency, our business is subject to certain risks, including, but not limited to, differing economic conditions, changes in political climate, differing tax structures, other regulations and restrictions, and foreign exchange rate volatility, which may influence such manufacturers\u2019 ability to provide their products at competitive prices in the local jurisdictions. Our future results could be materially and adversely impacted by changes in these or other factors.\nFor a detailed discussion of the risks associated with recent changes in LIBOR reporting practices, refer to Part I, Item 1A, Risk Factors.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1019849_2020.htm (CIK: 1019849, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01475", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.\nOur Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations (\u201cMD&A\u201d) is provided in addition to the accompanying consolidated financial statements and notes to assist readers in understanding our results of operations, financial condition, and cash flows. Our MD&A is organized as follows:\n\u2022\nOverview. Discussion of our business and overall analysis of financial and other highlights affecting us to provide context for the remainder of MD&A.\n\u2022\nResults of Operations. An analysis comparing our financial results for the year ended September 30, 2020 (\u201cFiscal 2020\u201d) to the year ended September 30, 2019 (\u201cFiscal 2019\u201d).\n\u2022\nLiquidity and Capital Resources. An analysis of changes in our cash flows and discussion of our financial condition and liquidity.\n\u2022\nContractual Obligations. Discussion of our contractual obligations as of September 30, 2020.\n\u2022\nOff-Balance Sheet Arrangements. Discussion of our off-balance sheet arrangements as of September 30, 2020.\n\u2022\nCritical Accounting Policies and Estimates. This section provides a discussion of the significant estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities.\nThe following discussion should be read in conjunction with our consolidated financial statements and accompanying notes included in \u201cPart IV, Item 15. Exhibits, Financial Statement Schedules.\u201d The following discussion contains a number of forward-looking statements that involve a number of risks and uncertainties. Words such as \"anticipates,\" \"expects,\" \"intends,\" \"goals,\" \"plans,\" \"believes,\" \"seeks,\" \"estimates,\" \"continues,\" \"may,\" \"will,\" \"should,\" and variations of such words and similar expressions are intended to identify such forward-looking statements. Such statements are based on our current expectations and could be affected by the risk and uncertainties described in \u201cPart I, Item 1A. Risk Factors.\u201d Our actual results may differ materially.\nOverview\nALJ Regional Holdings, Inc. (\u201cALJ\u201d or \u201cwe\u201d) is a holding company that operates Faneuil, Inc. (\u201cFaneuil\u201d), Floors-N-More, LLC, d/b/a Carpets N\u2019 More (\u201cCarpets\u201d), and Phoenix Color Corp. (\u201cPhoenix\u201d). With several members of our senior management and Board of Directors coming from long careers in the professional services industry, ALJ is focused on acquiring and operating exceptional businesses.\nWe continue to see our business evolve as we execute our strategy of buying attractively valued assets, such as the acquisition of a printing and manufacturing services division in Terre Haute, Indiana by Phoenix in October 2017 (the \u201cPrinting Components Business\u201d), the acquisition of the customer management outsourcing business (\u201cCMO Business\u201d) by Faneuil in May 2017, and the acquisition of Color Optics by Phoenix in July 2016. In analyzing the financial impact of any potential acquisition, we focus on earnings, operating margin, cash flow and return on invested capital targets. We hire successful and experienced management teams to run each of our operating companies and incentivize them to drive higher profits. We are focused on increasing our net revenue at each of our operating subsidiaries by investing in sales and marketing, expanding into new products and markets, and evaluating and executing on tuck-in acquisitions, while continually examining our cost structures to drive higher profits.\nOn July 31, 2019, ALJ acquired Realtime Digital Innovations, LLC (the \u201cRDI Acquisition\u201d), to enhance workflow automation and business intelligence services. The RDI Acquisition is expected to provide Faneuil with a sustainable competitive advantage in the business process outsourcing space by allowing it to, among others, (i) automate process workflows and business intelligence, (ii) generate labor efficiencies for existing programs, (iii) expand potential new client ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1438731_2020.htm (CIK: 1438731, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01476", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nThe following risk factors and other information included in this Annual Report on Form 10-K should be carefully considered. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may adversely impact our business. If any of the following risks occur, our business, financial condition, operating results, cash flows and liquidity could be materially adversely affected. The market price of our Class A common stock could decline if one or more of these risks or uncertainties actually occur, causing you to lose all or part of your investment in our Class A common stock. Certain statements in \u201cRisk Factors\u201d are forward-looking statements. See \u201cCautionary Statement Regarding Forward-Looking Statements\u201d included elsewhere in this Annual Report.\nSummary of Principal Risk Factors\nOur business is subject to change, risks, and uncertainties, as described herein. The risks factors that the Company considers material include, but are not limited to, the following:\nRisks Related to COVID-19\n\u2022The novel coronavirus (COVID-19) pandemic has had, and will continue to have for the foreseeable future, an adverse effect on our business, financial condition and results of operations, and we are unable to predict the full extent or nature of these impacts at this time.\nRisks Related to Our Operations\n\u2022The success of our business depends upon the retention of qualified loan originators, the allocation of capital among our business lines, and maintaining strategic business alliances.\n\u2022We operate according to specific underwriting criteria in a highly competitive market for lending and investment opportunities, both of which may limit our ability to originate or acquire desirable loans and investments in our target assets and/or our ability to yield a certain return on our investments.\nMarket Risks Related to Our Investments\n\u2022We have a concentration of investments in the real estate sector, which may increase our exposure to the risks of certain economic downturns, and whose value may be affected by many factors beyond our control, including prevailing interest rates, prepayment rates on mortgage loans, increased competition, shifts in consumer patterns and advances in communication and information technology, civil unrest, acts of war and terrorism and outbreaks of communicable diseases, including COVID-19.\nRisks Related to Our Portfolio\n\u2022The repayment of mortgage loans may be limited by the application of federal, state and local law, including bankruptcy provisions and COVID-19 restrictions, the non-recourse and potentially illiquid nature of mortgage loans, our ability to evaluate the credit-worthiness of borrowers and to diligence the underlying property, including environmental issues and the property\u2019s ability to generate sufficient cash flow, the sufficiency of appropriate reserves, subordination, the lack of full control due to a participation or co-lender arrangement, and proper insurance coverage.\n\u2022Provisions for loan losses are difficult to estimate. If we are required to materially increase our level of allowance for loan losses for any reason, such increase could adversely affect our business, financial condition and results of operations.\n\u2022We value certain investments quarterly at fair value, a subjective measure. Our results of operations for a given period could be adversely affected if our determinations regarding the fair value of these investments were materially higher than the values that we ultimately realize upon their disposal.\n\u2022Our participation in the market for mortgage loan securitizations may expose us to risks that could result in losses to us and the timing of our securitization activities and other factors may greatly affect our quarterly financial results.\n\u2022The market value of our investments in CMBS and CLOs may fluctuate as a result of various market risks that are out of our", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1577670_2020.htm (CIK: 1577670, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01477", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nInformation required by this item is included beginning on page.\nItem 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 858800_2020.htm (CIK: 858800, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01478", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk\nOur consolidated balance sheets include substantial amounts of assets and liabilities whose fair values are subject to market risks. Our significant market risks are primarily associated with equity prices, commodity prices, interest rates and foreign currency exchange rates as discussed below.\nEquity Price Risk\nOur predominant exposure to equity price risk is related to our Investment segment and the sensitivities to movements in the fair value of the Investment Funds\u2019 investments.\nInvestment\nThe fair value of the financial assets and liabilities of the Investment Funds primarily fluctuates in response to changes in the value of securities. The net effect of these fair value changes impacts the net gains from investment activities in our consolidated statements of operations. The Investment Funds\u2019 risk is regularly evaluated and is managed on a position basis as well as on a portfolio basis. Senior members of our investment team meet on a regular basis to assess and review certain risks, including concentration risk, correlation risk and credit risk for significant positions. Certain risk metrics and other analytical tools are used in the normal course of business by the Investment segment.\nThe Investment Funds hold investments that are reported at fair value as of the reporting date, which include securities owned, securities sold, not yet purchased and derivatives as reported in our consolidated balance sheets. Based on their respective balances as of December 31, 2020, we estimate that in the event of a 10% adverse change in the fair value of these investments, the fair values of securities owned, securities sold, not yet purchased and derivatives would decrease by approximately $824 million, $252 million and $1.3 billion, respectively. However, as of December 31, 2020, we estimate that the impact to our share of the net gain (loss) from investment activities reported in our consolidated statements of operations would be less than the change in fair value since we have an investment of approximately 46% in the Investment Funds, and the non-controlling interests in income would correspondingly offset approximately 54% of the change in fair value. As of December 31, 2019, we estimated that in the event of a 10% adverse change in the fair value of these investments, the fair values of securities owned, securities sold, not yet purchased and derivatives would decrease by approximately $921 million, $119 million and $1.8 billion, respectively and as of December 31, 2019, our investment in the Investment Funds was 49%.\nHolding Company\nThe carrying values of investments subject to equity price risks are based on quoted market prices or management\u2019s estimates of fair value as of the balance sheet dates. Market prices are subject to fluctuation and, consequently, the amount realized in the subsequent sale of an investment may significantly differ from the reported market value. Fluctuations in the market price of a security may result from perceived changes in the underlying economic characteristics of the investee, the relative price of alternative investments and general market conditions. Furthermore, amounts realized in the sale of a particular security may be affected by the relative quantity of the security being sold.\nBased on sensitivity analysis for our equity price risks as of December 31, 2020, the effect of a hypothetical 10% adverse change in market prices would result in loss of approximately $35 million for our Holding Company. As of December 31, 2019, such hypothetical loss was approximately $39 million. The selected hypothetical change does not reflect what could be considered the best- or worst-case scenarios as results could be far worse due to the nature of equity markets.\nCommodity Price Risk\nCVR Refining, as a manufacturer of refined petroleum products, and CVR Partners, as a manufacturer of nitrogen fertilizer products, all of which are commo", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1034563_2020.htm (CIK: 1034563, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01479", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Consolidated Financial and Other Data\nThe following selected consolidated financial and other data should be read in conjunction with Item 8, Consolidated Financial Statements and Supplementary Data, and Item 7, Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations, to fully understand the information presented below. The selected consolidated income statement data and other data, excluding period end enrollment, for the years ended December 31, 2020, 2019 and 2018, and the selected consolidated balance sheet data as of December 31, 2020 and 2019, have been\nderived from our audited consolidated financial statements for such years, which are included herein. The selected consolidated income statement data and other data, excluding period end enrollment, for the years ended December 31 2017 and 2016, and the selected consolidated balance sheet data as of December 31, 2018, 2017 and 2016, have been derived from our audited consolidated financial statements for such years, which are not included herein. Our historical results are not necessarily indicative of our results for any future period.\n(1)During the third quarter of 2018, GCE made changes in its presentation of operating expenses and reclassified prior periods to conform to the current presentation. All years in the five (5) year table were reclassified to conform to the current presentation.\n(2)Enrollment represents individual students who attended a course during the last two months of the calendar year.\n(3)During the first quarter of 2016, GCE made changes in its presentation of deferred tax assets and liabilities to comply with a new accounting standard. Accordingly, we reclassified the current deferred taxes to net against noncurrent deferred tax liabilities for all prior periods to conform to the current presentation.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: deferred tax, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01480", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nIntroduction\nThis MD&A is intended to provide investors with an understanding of our recent performance, financial condition and prospects. This discussion and analysis compares 2020 results to 2019. For a discussion that compares our 2019 results to 2018, see Management's Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7 of our 2019 Annual Report on Form 10-K. The reference to \"N.M.\" indicates that the calculation is not meaningful. In addition, we provide commentary regarding organic sales growth, which describes the impact of changes in volume, product mix and net selling prices on net sales. Changes in foreign currency exchange rates and acquisitions also impact the year-over-year change in net sales. Dollar amounts are reported in millions, except per share dollar amounts, unless otherwise noted.\nThe following will be discussed and analyzed:\n\u2022Overview of Business\n\u2022Overview of 2020 Results\n\u2022Impact of COVID-19\n\u2022Results of Operations and Related Information\n\u2022Unaudited Quarterly Data\n\u2022Liquidity and Capital Resources\n\u2022Critical Accounting Policies and Use of Estimates\n\u2022New Accounting Standards\n\u2022Information Concerning Forward-Looking Statements\nThroughout this MD&A, we refer to financial measures that have not been calculated in accordance with accounting principles generally accepted in the U.S., or GAAP, and are therefore referred to as non-GAAP financial measures. These measures include adjusted gross and operating profit, adjusted net income, adjusted earnings per share, adjusted other (income) and expense, net, and adjusted effective tax rate. We believe these measures provide our investors with additional information about our underlying results and trends, as well as insight to some of the financial measures used to evaluate management.\nNon-GAAP financial measures are not meant to be considered in isolation or as a substitute for the comparable GAAP measures, and they should be read only in conjunction with our consolidated financial statements prepared in accordance with GAAP. There are limitations to these non-GAAP financial measures because they are not prepared in accordance with GAAP and may not be comparable to similarly titled measures of other companies due to potential differences in methods of calculation and items being excluded. We compensate for these limitations by using these non-GAAP financial measures as a supplement to the GAAP measures and by providing reconciliations of the non-GAAP and comparable GAAP financial measures.\nThe non-GAAP financial measures exclude the following items for the relevant time periods as indicated in the reconciliations included later in this MD&A:\n\u20222018 Global Restructuring Program - In 2018, we initiated a restructuring program to reduce our structural cost base by streamlining and simplifying our manufacturing supply chain and overhead organization. See Item 8, Note 2 to the consolidated financial statements for details.\n\u2022Softex Indonesia Acquisition-Related Costs - Transaction and integration costs associated with the acquisition of Softex Indonesia. See Item 8, Note 3 to the consolidated financial statements for details.\n\u2022Brazil Business Tax Credits - In the fourth quarter of 2020, we received a favorable legal ruling that resolved certain matters related to prior years' business taxes in Brazil. See Item 8, Note 1 to the consolidated financial statements for details.\n\u2022Property Sale Gain - In the fourth quarter of 2019, we recognized a gain on the sale of property associated with a former manufacturing facility that was closed in 2012 as part of a past restructuring.\nOverview of Business\nWe are a global company focused on leading the world in essentials for a better life, with manufacturing facilities in 34 countries, including our equity affiliates, and products sold in more than 175 countries and territories. Our products are sold under", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: tax rate, tax credit. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01481", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.\nThe financial statements required by this Item 8 are included in this Annual Report following Item 16 hereof. As a smaller reporting company, we are not required to provide supplementary financial information.\nITEM 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 33992_2020.htm (CIK: 33992, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01482", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nINDEX TO CONSOLIDATED FINANCIAL STATEMENTS\nReport of Independent Registered Public Accounting Firm\nMagnachip Semiconductor Corporation Consolidated Balance Sheets as of December 31, 2020 and 2019\nMagnachip Semiconductor Corporation Consolidated Statements of Operations for the Years Ended December 31, 2020, 2019 and 2018\nMagnachip Semiconductor Corporation Consolidated Statements of Comprehensive Income/ (Loss) for the Years Ended December 31, 2020,\nMagnachip Semiconductor Corporation Consolidated Statements of Changes in Stockholders\u2019 Equity for the Years Ended December 31, 2020,\nMagnachip Semiconductor Corporation Consolidated Statements of Cash Flows for the Years Ended December 31, 2020, 2019 and 2018\nMagnachip Semiconductor Corporation Notes to Consolidated Financial Statements\nReport of Independent Registered Public Accounting Firm\nTo the\nBoard of Directors and Stockholders of\nMagnachip Semiconductor Corporation\nOpinions on the Financial Statements and Internal Control over Financial Reporting\nWe have audited the accompanying consolidated balance sheets of Magnachip Semiconductor Corporation and its subsidiaries (the \u201cCompany\u201d) as of December 31, 2020 and 2019, and the related consolidated statements of operations, comprehensive income (loss), changes in stockholders\u2019 equity and cash flows for each of the three years in the period ended December 31, 2020, including the related notes (collectively referred to as the \u201cconsolidated\nfinancial statements\u201d).\nWe also have audited the Company\u2019s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control-Integrated Framework\n(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).\nIn our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019,\nand the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020\nin conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control-Integrated Framework\n(2013) issued by the COSO.\nChanges in Accounting Principles\nAs discussed in Note 8 to the consolidated financial statements, the Company changed the manner in which it accounts for leases in 2019, and as discussed in Note 1 the manner in which it accounts for revenue from contracts with customers in 2018.\nBasis for Opinions\nThe Company\u2019s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the Management\u2019s Annual Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company\u2019s consolidated\nfinancial statements and on the Company\u2019s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.\nOur a", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1325702_2020.htm (CIK: 1325702, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01483", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nSummary of Risk Factors\nThe risk factors summarized and detailed below could materially harm our business, operating results and/or financial condition, impair our future prospects and/or cause the price of our common stock to decline. These are not all of the risks we face and other factors not presently known to us or that we currently believe are immaterial may also affect our business if they occur. Material risks that may affect our business, operating results and financial condition include, but are not necessarily limited to, those relating to:\nRisks Related to our Business and Industry\n\u2022the impact of the COVID-19 pandemic;\n\u2022general economic trends and the performance of the housing, real estate, mortgage finance, and broader financial markets;\n\u2022federal and state legislative and regulatory developments and the actions of governmental authorities and entities;\n\u2022changing benchmark interest rates, and the Federal Reserve\u2019s actions and statements regarding monetary policy;\n\u2022our ability to compete successfully;\n\u2022our ability to adapt our business model and strategies to changing circumstances;\n\u2022strategic business and capital deployment decisions we make;\n\u2022our use of financial leverage;\n\u2022our exposure to a breach of our cybersecurity or data security;\nRisks Related to our Investments and Investing Activity\n\u2022our exposure to credit risk and the timing of credit losses within our portfolio;\n\u2022the concentration of the credit risks we are exposed to, including due to the structure of assets we hold, the geographical concentration of real estate underlying assets we own, and our exposure to environmental and climate-related risks;\n\u2022the efficacy and expense of our efforts to manage or hedge credit risk, interest rate risk, and other financial and operational risks;\n\u2022changes in credit ratings on assets we own and changes in the rating agencies\u2019 credit rating methodologies;\n\u2022changes in mortgage prepayment rates;\n\u2022changes in interest rates;\n\u2022our ability to redeploy our available capital into new investments;\n\u2022interest rate volatility, changes in credit spreads, and changes in liquidity in the market for real estate securities and loans;\n\u2022our ability to finance the acquisition of real estate-related assets with short-term debt;\n\u2022changes in the values of assets we own;\n\u2022the ability of counterparties to satisfy their obligations to us;\n\u2022our exposure to the discontinuation of LIBOR;\n\u2022our exposure to liquidity risk, risks associated with the use of leverage, and market risks;\nOperational and Other Risks\n\u2022changes in the demand from investors for residential and business purpose mortgages and investments, and our ability to distribute residential and business purpose mortgages through our whole-loan distribution channel;\n\u2022our involvement in securitization transactions, the profitability of those transactions, and the risks we are exposed to in engaging in securitization transactions;\n\u2022exposure to claims and litigation, including litigation arising from our involvement in loan origination and securitization transactions;\n\u2022whether we have sufficient liquid assets to meet short-term needs;\n\u2022our ability to successfully retain or attract key personnel;\n\u2022changes in our investment, financing, and hedging strategies and new risks we may be exposed to if we expand our business activities;\n\u2022our exposure to a disruption of our technology infrastructure and systems;\n\u2022the impact on our reputation that could result from our actions or omissions or from those of others;\n\u2022our failure to maintain appropriate internal controls over financial reporting and disclosure controls and procedures;\nRisks Related to Legislative and Regulatory Matters Affecting our Industry\n\u2022the termination of our captive insurance subsidiary\u2019s membership in the Federal Home Loan Bank and the implications for our income generating abilities;\n\u2022the impact of changes to U.S. federal income tax laws on the U.S. housing market, mortgage finance markets, and our business;\n\u2022", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax law. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01484", "source": "edgar", "source_license": "public_domain", "text": "Item 8.Financial Statements and Supplementary Data\nIONIX TECHNOLOGY, INC.\nINDEX TO CONSOLIDATED FINANCIAL STATEMENTS\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANT\nTo the Stockholders and Board of Directors of\nIonix Technology, Inc.\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheets of Ionix Technology, Inc. and subsidiaries (\"the Company\") as of June 30, 2020 and 2019, and the related consolidated statements of comprehensive income (loss), stockholders' equity and cash flows for each of the years in the two-year period ended June 30, 2020 and related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2020 and 2019, and the results of its operations and its cash flows for each of the years in the two-year period ended June 30, 2020, in conformity with accounting principles generally accepted in the United States of America.\nBasis for Opinion\nThese financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.\nOur audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\n/s/ Prager Metis CPAs, LLC\nWe have served as the Company's auditor since 2018.\nHackensack, New Jersey\nSeptember 28,\nIONIX TECHNOLOGY, INC.\nCONSOLIDATED BALANCE SHEETS\nThe accompanying notes are an integral part of these consolidated financial statements.\nIONIX TECHNOLOGY, INC.\nCONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)\nThe accompanying notes are an integral part of these consolidated financial statements.\nIONIX TECHNOLOGY, INC.\nCONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY\nThe accompanying notes are an integral part of these consolidated financial statements.\nIONIX TECHNOLOGY, INC.\nCONSOLIDATED STATEMENTS OF CASH FLOWS\nThe accompanying notes are an integral part of these consolidated financial statements.\nIONIX TECHNOLOGY, INC.\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\nJune 30, 2020\nNOTE 1 - NATURE OF OPERATIONS\nBusiness\nIonix Technology, Inc. (the \u201cCompany\u201d or \u201cIonix\u201d), formerly known as Cambridge Projects Inc., is a Nevada corporation that was formed on March 11, 2011. By and through its wholly owned subsidiaries and an entity controlled through VIE agreements in China, the Company sells the high-end intelligent electronic equipment,", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1528308_2020.htm (CIK: 1528308, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01485", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data\n(1)In 2017, we remeasured our net deferred tax assets at the lower enacted corporate income tax rate under the Tax Act.\nMGIC Investment Corporation 2020 Form 10-K | 43\nMGIC Investment Corporation and Subsidiaries\nTable of Contents | Glossary of terms and acronyms\nMGIC Investment Corporation 2020 Form 10-K | 44\nMGIC Investment Corporation and Subsidiaries\nTable of Contents | Glossary of terms and acronyms\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, deferred tax, tax rate. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01486", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS.\nOur business faces significant risks and uncertainties. Certain important factors may have a material adverse effect on our business prospects, financial condition and results of operations, and you should carefully consider them. Accordingly, in evaluating our business, we encourage you to consider the following discussion of risk factors, in its entirety, in addition to other information contained in or incorporated by reference into this Annual Report on Form 10-K and our other public filings with the SEC.\nRisk Factors Summary\nThe following is a summary of the principal risks that could adversely affect our business, conditions and financial results.\nRisks Related to Our Financial Position and Need for Capital\n\u2022We are not currently profitable and may never become profitable.\n\u2022Unless and until we become profitable, we may need to raise additional capital, which may not be available on favorable terms, if at all, in order to continue operating our business.\n\u2022Raising additional capital may cause dilution to our existing stockholders, restrict our operations or require us to relinquish rights to our technologies or product candidates.\nRisks Related to the Commercialization and Development of Our Product Candidates\n\u2022We are heavily dependent on the commercial success of TYMLOS; we may not be able to meet expectations with respect to TYMLOS sales or attain or maintain profitability and positive cash-flow from operations.\n\u2022Our current and future product candidates may never receive regulatory approval.\n\u2022We may never receive approval for, or commercialize, our products outside of the United States.\n\u2022Any collaboration arrangements that we may enter into in the future may not be successful, which could adversely affect our ability to develop and commercialize our product candidates.\n\u2022We have sold or licensed our oncology assets; however there can be no assurance that those or other transactions will yield additional value for stockholders.\n\u2022The results of clinical trials may not support our product candidate claims.\n\u2022If serious adverse or undesirable side effects are identified during the development or commercialization of our product candidates, we may need to abandon our development or commercialization of some of our product candidates or products.\n\u2022Any product candidate for which we have or obtain marketing approval, including TYMLOS, is subject to restrictions or potential withdrawal from the market and we may be subject to penalties if we fail to comply with regulatory requirements or if we experience unanticipated problems with our products, when and if any of them are approved.\n\u2022The commercial success of TYMLOS and any product candidates that we may develop and that may be approved will depend upon the degree of market acceptance by regulators, key opinion leaders, physicians, patients, third-party payors and others in the medical community.\n\u2022Our ability to successfully commercialize products depends in part on the extent to which coverage and reimbursement for the costs of our products and related treatments will be available in the United States and worldwide from government authorities and health benefit programs, private health insurers and other organizations.\n\u2022We may expend resources to pursue a particular product candidate or indication and fail to capitalize on product candidates or indications that may be more profitable or for which there is a greater likelihood of success.\nRisks Related to Our Dependence on Third Parties\n\u2022We currently rely on third parties to manufacture TYMLOS and to produce our product candidates; our dependence on these parties, including any inability on our part to accurately anticipate product demand and timely secure manufacturing capacity to meet commercial or clinical product demand may impair the commercialization of TYMLOS and the research and development activities and potential commercialization of our product candidates.\n\u2022We have entered into, and in the future ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1428522_2020.htm (CIK: 1428522, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01487", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\nAmounts presented in Item 7 are in thousands, except per share data.\nOverview\nWe are a global company that designs, manufactures and sells precision and specialty controlled motion components and systems used in a broad range of industries. Our target markets include Vehicle, Medical, Aerospace & Defense, and Industrial. We are headquartered in Amherst, NY, and have operations in the United States, Canada, Mexico, Europe and Asia-Pacific. We are known worldwide for our expertise in electro-magnetic, mechanical and electronic motion technology. We sell component and integrated controlled motion solutions to end customers and OEMs through our own direct sales force and authorized manufacturers\u2019 representatives and distributors. Our products include brush and brushless DC motors, brushless servo and torque motors, coreless DC motors, integrated brushless motor-drives, gearmotors, gearing, modular digital servo drives, motion controllers, incremental and absolute optical encoders, active and passive filters for power quality and harmonic issues, and other controlled motion-related products.\nFinancial Overview\nHighlights for our fiscal year ended December 31, 2020, include:\n\u25cfRevenue was $366,694 for 2020 compared with $371,084 in 2019. Our Medical market experienced strong growth of more than 61%, which included the contribution from Dynamic Controls, however all other market verticals experienced reduced demand as a result of the global economic impact of the COVID-19 pandemic. Sales to U.S. customers were 53% of total sales for 2020 and 57% of total sales for 2019, with the balance of sales to customers primarily in Europe, Canada and Asia-Pacific.\n\u25cfGross profit was $108,575 for 2020, a 4% decrease from $112,584 in 2019. As a percentage of revenue, gross margin decreased 70 basis points to 29.6% as productivity and cost containment efforts helped to mostly offset the impact of lower revenue and higher tariffs, freight and duties.\n\u25cfOperating income was $22,994, or 6% of revenue, for 2020 compared with $29,443, or 8% of revenue, for 2019.\n\u25cfNet income was $13,643, or $1.43 per diluted share, compared with $17,022, or $1.80 per diluted share, for 2019.\n\u25cfBookings were $370,712 for 2020 compared with $366,103 for 2019, an increase of 1%. Backlog as of December 31, 2020 was $141,344, an increase of 13% from $124,950 at year end 2019.\n\u25cfDebt of $120,079, net of cash of $23,131, increased by $599 to $96,948 at December 31, 2020 from debt of $109,765, net of cash of $13,416 of $96,349 at December 31, 2019.\n\u25cfWe declared and paid a dividend of $0.03 per share for each quarter of 2020 and 2019 pursuant to our quarterly dividend program. Dividends to shareholders for 2020 and 2019 were $0.12 per diluted share. The dividend payout ratio was 8% and 7% for 2020 and 2019, respectively when compared with the diluted earnings per share of $1.43 and $1.80, respectively.\nThe Company\u2019s 2020 sales were 1% lower than in the prior year. Our market position in the Medical market, combined with the acquisition of Dynamic Controls, nearly offset reductions in our other served markets, many of which were negatively impacted by the COVID-19 pandemic.\nNet income was 19.9% lower in 2020 compared to 2019, and earnings per diluted share decreased by 20.6%. These decreases reflect the impact of declines in the markets we serve and the supply chains we utilize due to market conditions impacted by the COVID-19 pandemic, along with incremental expenses from Dynamic Controls.\nWe remain focused on executing our strategy for growth while streamlining the organization and emphasizing continuous improvement in quality, delivery, cost and innovation as we drive the One Allied approach and expand our value proposition for our customers. Solid strides continue to be made with our multi-product, fully integrated solutions that are leading to increased business. Also, we continue to bu", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 46129_2020.htm (CIK: 46129, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01488", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data.\nThe financial statements listed in the Index to Financial Statements beginning on page are filed as part of this Annual Report on Form 10-K and incorporated by reference herein.\nItem 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1826553_2020.htm (CIK: 1826553, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01489", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nExecutive Compensation\nFor information regarding executive compensation, the sections captioned \u201cExecutive Compensation,\u201d \u201cCompensation Discussion & Analysis\u201d and \u201cDirector Compensation\u201d in the Company\u2019s Proxy Statement for the 2021 Annual Meeting of Stockholders are incorporated herein by reference.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1723596_2020.htm (CIK: 1723596, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01490", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nThe following table sets forth the compensation paid to our executive officers during the twelve month periods ended, December 31, 2020, 2019 and 2018. No other executive officer received compensation greater than $100,000 during any fiscal year.\nSummary Compensation Table\nName\nand\nPrincipal\nPosition\nFiscal\nYear\nEnded\n12/31\nSalary\n($)\nBonus\n($)\nStock\nAwards\n($)\nOption\nAwards\n($)\nNon-Equity\nIncentive\nPlan\nCompensation\n($)\nNonqualified\nDeferred\nCompensation\nEarnings\n($)\nAll Other\nCompensation\n($)\nTotal\n($)\nKenneth Tan (1)\n60,929\n60,929\n76,084\n76,084\n33,333\n33,333\nBella Tsang (2)\n61,538\n61,538\n46,154\n46,154\n46,154\n46,154\nChanning Au (3)\n41,303\n41,303\n46,154\n46,154\n46,154\n46,154\nFootnotes:\n(1)Mr. Kenneth Tan was appointed as Chief Executive Officer and a Director of the Company as of August 26, 2013.\n(2)Ms. Bella Tsang was appointed as Secretary and Director of the Company as of August 26, 2013, and was appointed as Treasurer and principal financial officer of the Company as of June 25, 2015; and on October 29, 2015, she resigned as a Treasurer and principal financial officer of the Company.\n(3)Channing Au was appointed as Chief Financial Officer and Treasurer of the Company as of November 5, 2015.\nThere are no other compensatory plans or arrangements in use except as disclosed, including payments to be received from the Company with respect to any executive officer, that would result in payments to such person because of his or her resignation, retirement or other termination of employment with the Company, or its subsidiaries, any change in control, or a change in the person\u2019s responsibilities following a change in control of the Company.\nOutstanding Equity Awards at Fiscal Year-End\nNo executive officer received any equity awards, or holds exercisable or non-exercisable options, as of the years ended December 31, 2020.\nLong-Term Incentive Plans\nThere are no arrangements or plans currently used and in which we provide pension, retirement or similar benefits for directors or executive officers.\nCompensation Committee\nWe currently do not have a compensation committee of the Board of Directors. The Board of Directors as a whole determines executive compensation.\nDirector Compensation\nNone of the directors received compensation for director services during the fiscal year ending December 31, 2020.\nPension Benefits\nNo named executive officers received or held pension benefits and the Company does not maintain a pension benefit plan during the fiscal year ended December 31, 2020.\nNonqualified Deferred Compensation\nNo nonqualified deferred compensation was offered or issued to any named executive officer during the fiscal year ended December 31, 2020.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1417664_2020.htm (CIK: 1417664, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01491", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS.\nInvesting in our common stock involves a high degree of risk. Before making an investment decision, you should carefully consider the risks described below, with all of the other information we include in this report and the additional information in the other reports we file with the Securities and Exchange Commission (the \"SEC\" or the \"Commission\"). These risks may result in material harm to our business, our financial condition, and the results of our operations. In this eventuality, the market price of our common stock may decline, and you could lose part or all of your investment.\nRISK FACTORS SUMMARY\nWe are subject to a variety of risks and uncertainties, including risks related to our industry and business, risks related to our finances and capital requirements, risks related to securities markets and investment in our stock, and certain general risks, which could have a material adverse effect on our business, financial condition, results of operations and cash flows. The summary below is not exhaustive and is qualified by reference to the full set of risk factors set forth in this \u201cRisk Factors\u201d section.\nRisks Related to Our Industry and Business\n\u2022We are dependent on the commercial success of our products in the U.S.\n\u2022If other versions of extended or controlled release oxcarbazepine or topiramate, or other products including generics containing apomorphine hydrochloride for the treatment of Parkinson\u2019s Disease, are approved and successfully commercialized, our business could be materially harmed.\n\u2022We are subject to uncertainty relating to payment or managed care reimbursement policies, which, if not favorable for our products or product candidates, could hinder or prevent our commercial success.\n\u2022We depend on wholesalers, distributors, and specialty pharmacies for the retail distribution of our products. If we lose any of our significant wholesaler, distributor, or specialty pharmacy accounts, our business could be harmed.\n\u2022Final marketing approval of any of our product candidates or approval of additional indications for existing products by the FDA or other regulatory authorities may be delayed, limited, or denied, any of which would adversely affect our ability to generate operating revenues.\n\u2022If we fail to produce our products and product candidates in the volumes that we require on a timely basis or fail to comply with stringent regulations applicable to pharmaceutical drug manufacturers, we may face delays in the development and commercialization of our products and product candidates, or be required to withdraw our products from the market.\n\u2022If we do not obtain marketing exclusivity for our product candidates, our business may suffer.\n\u2022We depend on collaborators to work with us to develop, manufacture and commercialize their and our products and product candidates.\n\u2022We rely on and will continue to rely on outsourcing arrangements for certain of our critical activities, including clinical research of our product candidates, manufacture of our compounds and product candidates beyond Phase II clinical trials, and the manufacture of our commercial products.\n\u2022Delays or failures in the completion of clinical development of our product candidates would increase our costs, delay, or limit our ability to generate revenues.\n\u2022If we fail to comply with healthcare regulations, we could face substantial penalties. Our business, operations, and financial condition could be adversely affected.\n\u2022We could be involved in lawsuits to protect or enforce our patents, which could be expensive, time consuming, distracting, and ultimately unsuccessful.\n\u2022Limitations on our patent rights relating to our products and product candidates may limit our ability to prevent third parties from competing against us.\n\u2022The Company\u2019s financial condition and results of operations for the fiscal year 2021 and beyond may be materially and adversely affected by the ongoing COVID-19 outbreak.\n\u2022Compliance with the terms and conditio", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1356576_2020.htm (CIK: 1356576, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01492", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nDuke Energy will provide information that is responsive to this Item 11 in its definitive proxy statement or in an amendment to this Annual Report not later than 120 days after the end of the fiscal year covered by this Annual Report. That information is incorporated in this Item 11 by reference.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 30371_2020.htm (CIK: 30371, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01493", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors.\nThe COVID-19 pandemic has caused significant disruption to our operations and is negatively impacting our business, key financial and operating metrics, and results of operations in numerous ways that remain unpredictable.\nOur business has been and may continue to be materially impacted by the effects of the COVID-19 outbreak, which was declared a global pandemic in March 2020. This pandemic and related measures taken to contain the spread of COVID-19, such as government-mandated business closures, orders to \u201cshelter in place,\u201d and travel and transportation restrictions, have negatively affected the U.S. and global economies, disrupted global supply chains, and led to unprecedented levels of unemployment. We have also taken certain actions in response to these measures, such as temporarily closing three of our eight fulfillment centers to assess our ability to operate under shelter-in-place orders and develop protocols to protect the welfare of our warehouse employees.\nThese factors have resulted in significant disruption that has negatively impacted and may continue to negatively impact our business, including our operational capacity. While all of our fulfillment centers are currently open, they were operating at a reduced capacity in the third fiscal quarter of 2020 as employees worked on an opt-in basis and with social distancing protocols that required fewer employees to be in a fulfillment center than previously. We also provided all of our fulfillment center employees four weeks of flexible paid time off. Due to these measures, we had significantly less capacity in our warehouses during the third quarter of fiscal year 2020, which resulted in delayed Fix shipments, a significant Fix backlog, delayed inventory and return processing, extended wait times for clients, and inventory management challenges. During the fourth quarter of fiscal year 2020, we experienced smaller, intermittent interruptions at some of our fulfillment centers when we temporarily closed for part of a work day or for a full day to perform safety and cleaning procedures following an employee testing positive for COVID-19. All of these factors negatively impacted our ability to fulfill new and existing client demand and our revenue, revenue per active client, and gross margin in the fiscal year ended August 1, 2020.\nThere continues to be a great deal of uncertainty around the breadth and duration of the COVID-19 pandemic and its impact on U.S. and global economic activity and consumer behavior. Unemployment rates in the U.S. and UK have increased significantly, which has dampened and could continue to dampen consumer spending and demand for our service, as could the possibility of a national or global economic recession or depression. To the extent the impact of COVID-19 continues or worsens, or if there is a resurgence after any containment, consumer behavior may be altered for an extended period, which would impact our results of operations and financial condition.\nCurrently, most of our employees in our corporate offices are working remotely. An extended period of remote work arrangements could strain our business continuity plans, increase operational risk, including heightened vulnerability to cyber attacks, reduce productivity, and impair our ability to manage our business. Our ability to return to normalized operations and the timing of such a return cannot be predicted at this time.\nAdditionally, the COVID-19 pandemic and resulting economic disruption has also led to significant volatility in the capital markets and has adversely impacted our stock price. While we have taken measures to preserve our access to liquidity, our cash generated from operations has been negatively impacted and future cash flows will be impacted by the development of the pandemic.\nThe COVID-19 pandemic has negatively impacted our results of operations, but the extent and duration of this impact remain uncertain. It will depend on factors such as ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1576942_2020.htm (CIK: 1576942, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01494", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\nAs used herein, the terms \u201cwe,\u201d \u201cour,\u201d \u201cus\u201d and \u201cthe Company\u201d refer to Lodging Fund REIT III, Inc., a Maryland corporation, Lodging Fund REIT III OP, LP, a Delaware limited partnership, which we refer to as the \u201cOperating Partnership,\u201d Lodging Fund REIT III TRS, Inc., a Delaware corporation, which we refer to as the \u201cMaster TRS\u201d and their\nsubsidiaries, except where the context otherwise requires. The following discussion and analysis should be read in conjunction with the accompanying consolidated financial statements of the Company and the notes thereto.\nOverview\nWe were formed on April 9, 2018 as a Maryland corporation for the primary purpose of acquiring a diversified portfolio of hotel properties located primarily in America\u2019s Heartland, which we define as the geographic area from North Dakota to Texas and the Appalachian Mountains to the Rocky Mountains. We have elected to be taxed as a real estate investment trust, or REIT, beginning with the taxable year ending December 31, 2018. We conduct substantially all of our business and own substantially all real estate investments through the Operating Partnership. We are the sole general partner of the Operating Partnership. We and the Operating Partnership are advised by the Advisor pursuant to an advisory agreement, as amended, under which the Advisor performs advisory services regarding acquisition, financing and disposition of the hotel properties, and is responsible for managing, operating and maintaining the hotel properties and day-to-day management of the Company. The Advisor may, in its sole discretion, perform these duties through one or more affiliates. We have engaged NHS to manage several of the hotel properties acquired to date; however, we can engage third party property management companies, and did so in January 2020. The Pineville Property is currently being managed on a day-to-day basis by Beacon, an affiliate of the seller of the Pineville Property, pursuant to a sub-management agreement. The Southaven Property is subject to a management agreement with Vista. NHS is wholly-owned by Norman Leslie, a director and executive officer of the Company and a principal of the Advisor. The Advisor has no direct employees. The employees of the Sponsor, an affiliate of the Advisor, provide services to the Company related to the negotiations of property acquisitions and financing, asset management, accounting, investor relations, and all other administrative services.\nOn June 1, 2018, we commenced an offering (the \u201cOffering\u201d) of up to $100,000,000 in shares of our common stock under a private placement to qualified purchasers who meet the definition of \u201caccredited investors,\u201d as provided in Regulation D of the Securities Act of 1933, as amended (the \u201cSecurities Act\u201d). The Offering will continue until the earlier of (i) the date when the maximum offering amount is sold, (ii) May 31, 2022, which may be extended by our board of directors in its sole discretion, or (iii) a decision by the Company to terminate the Offering. As of December 31, 2020, the Company had issued 7,675,843 shares of common stock resulting in gross offering proceeds of approximately $75.3 million, including 392,812 shares issued under our dividend reinvestment plan. The net offering proceeds have been used to fund property acquisitions. During the year ended December 31, 2020 we repurchased 64,190 shares, which represents an original investment of $641,898, including $16,898 of DRIP shares, for $590,547. As of December 31, 2020, $24,032 of the redemption proceeds had not yet been paid and was included in other liabilities on the accompanying consolidated balance sheets included as part of this Annual Report on Form 10-K. No public market exists for the shares of our common stock and none is expected to develop.\nOn April 29, 2020, we classified and designated 7,000,000 shares of authorized but unissued common ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1745032_2020.htm (CIK: 1745032, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01495", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data\nLANCASTER COLONY CORPORATION AND SUBSIDIARIES\nFIVE YEAR FINANCIAL SUMMARY\n(1)\nCertain prior-year amounts were reclassified in 2019 to reflect the impact of the adoption of new accounting guidance for the presentation of net periodic pension cost and net periodic postretirement benefit cost. This adoption resulted in changes in classification on the income statement such that net periodic pension cost and net periodic postretirement benefit cost are reported outside of income from operations for all periods presented.\n(2)\nIn 2018, we adopted new accounting guidance for stock-based compensation, including the following provisions that were applied on a prospective basis: (a) the inclusion of the tax consequences related to stock-based compensation within the computation of income tax expense versus equity and (b) assumed proceeds used in the calculation of weighted average shares no longer include the amount of excess tax benefits.\n(3)\nIn 2020, we adopted new accounting guidance for leases that requires lessees to recognize a right-of-use asset and a lease liability for leases with terms of more than 12 months. This guidance was applied on a prospective basis.\n(4)\nAmounts for 2020 and 2019 include finance lease right-of-use assets of $2.3 million and $2.1 million, respectively. The related lease liabilities were $2.2 million and $2.0 million, respectively.\n(5)\nAmounts for 2019 and 2017 exclude property obtained in acquisitions ($4.8 million in the 2019 acquisition of Omni Baking Company; $1.9 million in the 2019 acquisition of Bantam Bagels; and $5.1 million in the 2017 acquisition of Angelic Bakehouse).\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax expense, tax benefit. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01496", "source": "edgar", "source_license": "public_domain", "text": "Item 6.\nSelected Financial Data\nThe following selected financial data should be read in conjunction with Management\u2019s Discussion and Analysis of Results of Operations and Financial Condition, the Consolidated Financial Statements and the Notes to the Consolidated Financial Statements in this Annual Report on Form 10-K.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1512499_2020.htm (CIK: 1512499, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01497", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nOur future results of operations are subject to risks and uncertainties that could cause actual results to differ materially from historical and current results, and from our projections. The following risk factors represent our current view of some of the most important risks facing our business and are important to understanding our business. These are not the only risks we face. Additional factors not presently known to us or that we currently deem to be immaterial also may adversely affect, possibly to a material extent, our business, cash flows, financial condition, or results of operations in future periods. In addition, refer to the cautionary note regarding forward-looking statements at the beginning of Part I of this Form 10-K.\nOur business and results of operations have been, and our financial condition may be, impacted by the outbreak of COVID-19 and such impact could be materially adverse. The global spread of COVID-19 created significant volatility, uncertainty and economic disruption. In the United States and globally, governmental authorities instituted certain preventative measures, including border closures, travel restrictions, operational restrictions on certain businesses, shelter-in-place orders, quarantines and recommendations to practice social distancing. These restrictions disrupted and may continue to disrupt economic activity, resulting in reduced commercial and consumer confidence and spending, increased unemployment, closure or restricted operating conditions for businesses, volatility in the global capital markets, instability in the credit and financial markets, labor shortages, regulatory recommendations to provide relief for impacted consumers, disruption in supply chains, and restrictions on many hospitality and travel industry operations.\nThe extent to which the coronavirus pandemic impacts our business, operations, and financial results is uncertain and will depend on future developments, including the duration or recurrence, of the pandemic, the related length and severity of its impact on the U.S. and global economy, and the continued governmental, business and individual actions taken in response to the pandemic and economic disruption. Impacts related to the COVID-19 pandemic are expected to continue to pose risks to our business for the foreseeable future, heightened many of the risks and uncertainties identified below, and could have a materially adverse impact on our business, financial condition, and results of operations.\nOur business is substantially dependent on our clients continued use of our solutions and services, and our results of operations will decline if our clients are no longer willing or able to use them. Our clients are sensitive to negative changes in economic conditions. If they cease operations or file for bankruptcy protection, we may not be paid for services we already provided, and our client base will shrink, which will lower our revenue. If under financial pressure, our clients may determine that they are no longer willing to pay for the services and solutions we provide, which would reduce our revenue. Our clients may decrease their workforce, which would decrease their demand for our services. Because of spending constraints on our clients and competition in the industry, we may face pricing pressure on our services and face challenges in onboarding new clients, which would reduce revenue and ultimately impact our results of operations. If the third-party service providers we rely on are unable to perform their services for us and our clients, our operations could be materially disrupted and we could face significant penalties or liabilities.\nOur operational risk, including data security risk, has increased during the pandemic as a majority of our employees are working remotely and cybercriminal activity increases in an attempt to profit from the disruption to typical operations.\nThere has been and may continue to be a significant numbe", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 723531_2020.htm (CIK: 723531, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01498", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\nWe have adopted the amendment to eliminate Item 301 of Regulation S-K, and we are omitting this disclosure in reliance thereon.\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 921299_2020.htm (CIK: 921299, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01499", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nNeither we nor our general partner directly employ any of the persons responsible for managing our business. All of our general partner\u2019s executive officers are also employees of Targa. A full discussion of the compensation programs for Targa\u2019s executive officers and the policies and philosophy of the compensation committee of Targa\u2019s board of directors will be set forth in Targa\u2019s 2021 proxy statement under the heading \u201cCompensation Discussion and Analysis.\u201d\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1379661_2020.htm (CIK: 1379661, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01500", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nOur Consolidated Balance Sheets, as of April 30, 2020 and 2019, and our Consolidated Statements of Operations, Comprehensive Loss, Stockholders Equity and Cash Flows for each of the two years in the period ended April 30, 2020 and associated Notes and Schedules, together with the reports thereon of our independent registered public accounting firm, are set forth on pages to of this Report and are incorporated by reference herein.\nITEM 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1157075_2020.htm (CIK: 1157075, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01501", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nWe are a smaller reporting company, as defined by Rule 229.10(f)(1) and are not required to provide the information required by this Item.\nITEM 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1662684_2020.htm (CIK: 1662684, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01502", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nThe information required by this item is incorporated herein by reference to our Proxy Statement relating to our 2020 Meeting of Stockholders. The Proxy Statement will be filed with the Securities and Exchange Commission within 120 days of the end of the fiscal year ended January 31, 2020.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1540184_2020.htm (CIK: 1540184, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01503", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nThe following Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations (\u201cMD&A\u201d) is intended to help the reader understand our results of operations and financial condition. This MD&A is provided as a supplement to, and should be read in conjunction with, our audited consolidated financial statements and the accompanying notes thereto and other disclosures included in this Annual Report on Form 10-K, including the disclosures under \u201cRisk Factors\u201d. Our consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (\u201cU.S. GAAP\u201d) and unless otherwise indicated are presented in U.S. dollars.\nExcept for the historical information contained herein, the matters discussed in this MD&A may be deemed to be forward-looking statements. Forward-looking statement are only predictions based on management\u2019s current views and assumptions and involve risks and uncertainties, and actual results could differ materially from those projected or implied. We make such forward-looking statements pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. Words such as \u201cmay,\u201d \u201cexpect,\u201d \u201canticipate,\u201d \u201cestimate,\u201d \u201cintend,\u201d and similar expressions (as well as other words or expressions referencing future events, conditions or circumstances) are intended to identify forward-looking statements.\nOur actual results and the timing of certain events may differ materially from the results discussed, projected, anticipated, or indicated in any forward-looking statements. We caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and the development of the industry in which we operate may differ materially from the forward-looking statements contained in this MD&A. In addition, even if our results of operations, financial condition and liquidity, and the development of the industry in which we operate are consistent with the forward-looking statements contained in this MD&A, they may not be predictive of results or developments in future periods.\nWe caution readers not to place undue reliance on any forward-looking statements made by us, which speak only as of the date they are made. We disclaim any obligation, except as specifically required by law and the rules of the SEC, to publicly update or revise any such statements to reflect any change in our expectations or in events, conditions, or circumstances on which any such statements may be based, or that may affect the likelihood that actual results will differ from those set forth in the forward-looking statements.\nOverview\nWe are a leader in the field of gene therapy, seeking to develop single treatments with potentially curative results for patients suffering from genetic and other devastating diseases. We are advancing a focused pipeline of innovative gene therapies, including product candidates for the treatment of hemophilia B, which we intend to license to CSL Behring pursuant to the CSL Behring Agreement, and Huntington\u2019s disease. We believe our validated technology platform and manufacturing capabilities provide us distinct competitive advantages, including the potential to reduce development risk, cost, and time to market. We produce our AAV-based gene therapies in our own facilities with a proprietary, commercial-scale, cGMP-compliant, manufacturing process. We believe our Lexington, Massachusetts-based facility is one of the world\u2019s most versatile gene therapy manufacturing facilities.\nBusiness developments\nBelow is a summary of our recent significant business developments:\nCSL Behring commercialization and license agreement\nOn June 24, 2020, uniQure biopharma B.V., a wholly owned subsidiary of uniQure N.V., entered into the CSL Behring ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1590560_2020.htm (CIK: 1590560, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01504", "source": "edgar", "source_license": "public_domain", "text": "Item 1A.\nRisk Factors.\nInvesting in our common stock involves a high degree of risk. You should carefully consider the risks described below, as well as the other information in this report, including our consolidated financial statements and the related notes and \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations,\u201d before deciding whether to invest in our common stock. The occurrence of any of the events or developments described below could harm our business, financial condition, results of operations and growth prospects. In such an event, the market price of our common stock could decline, and you may lose all or part of your investment.\nSummary Risk Factors\nThe below summary of risk factors provides an overview of many of the risks we are exposed to in the normal course of our business activities. As a result, the below summary risks do not contain all of the information that may be important to you, and you should read the summary risks together with the more detailed discussion of risks set forth following this section under the heading \"Risk Factors,\" as well as elsewhere in this Annual Report on Form 10-K. Additional risks, beyond those summarized below or discussed elsewhere in this Annual Report on Form 10-K, may apply to our activities or operations as currently conducted or as we may conduct them in the future or in the markets in which we operate or may in the future operate. Consistent with the foregoing, we are exposed to a variety of risks, including risks associated with the following:\n\u2022\nWe have incurred net losses in every year since our inception and anticipate that we will continue to incur net losses for the foreseeable future.\n\u2022\nOur business is highly dependent on the success of momelotinib. If we are unable to successfully develop, obtain regulatory approval for and commercialize momelotinib, or experience significant delays in doing so, our business will be materially harmed.\n\u2022\nIf further preclinical development or clinical trials of momelotinib, or any other future product candidates that we may develop or acquire fail to demonstrate acceptable safety and efficacy or do not otherwise produce positive results, we may incur additional costs or experience delays in completing, or ultimately be unable to complete, the development and commercialization of current or future product candidates.\n\u2022\nOur business, results of operations and financial condition have been adversely affected and may be materially adversely affected by the COVID-19 pandemic.\n\u2022\nWe will need to acquire additional capital to complete the development and commercialization of momelotinib and any future product candidates.\n\u2022\nThe manufacture of momelotinib and the comparator, danazol, requires outsourced, custom manufacturing and we may encounter difficulties in production, particularly with respect to formulation, process development or scaling up of our manufacturing capabilities. If our third-party manufacturers or suppliers encounter such difficulties, our ability to provide supply of momelotinib for preclinical studies, clinical trials or our products for patients, if approved, or danazol for the MOMENTUM trial could be delayed or stopped, or we may be unable to maintain a commercially viable cost structure.\n\u2022\nOur reliance on third-party manufacturing partners or suppliers may cause our supply of research and development, preclinical and clinical development materials to become limited or interrupted or fail to be of satisfactory quantity or quality.\n\u2022\nWe face significant competition from other hematology and oncology companies, and our operating results will suffer if we fail to compete effectively.\n\u2022\nIf we are unable to adequately prepare the market for the potential future commercialization of a product, we may not be able to generate product revenue once marketing authorization is obtained. We currently have no marketing and sales organization and have no experience in marketing products. If we a", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1290149_2020.htm (CIK: 1290149, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01505", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nHumana Inc.\nCONSOLIDATED BALANCE SHEETS\nThe accompanying notes are an integral part of the consolidated financial statements.\nHumana Inc.\nCONSOLIDATED STATEMENTS OF INCOME\nThe accompanying notes are an integral part of the consolidated financial statements.\nHumana Inc.\nCONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME\nThe accompanying notes are an integral part of the consolidated financial statements.\nHumana Inc.\nCONSOLIDATED STATEMENTS OF STOCKHOLDERS\u2019 EQUITY\nThe accompanying notes are an integral part of the consolidated financial statements.\nHumana Inc.\nCONSOLIDATED STATEMENTS OF CASH FLOW\nHumana Inc.\nCONSOLIDATED STATEMENTS OF CASH FLOW-(Continued)\nThe accompanying notes are an integral part of the consolidated financial statements.\nHumana Inc.\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n1. REPORTING ENTITY\nNature of Operations\nHumana Inc., headquartered in Louisville, Kentucky, is a leading health and well-being company committed to helping our millions of medical and specialty members achieve their best health. Our successful history in care delivery and health plan administration is helping us create a new kind of integrated care with the power to improve health and well-being and lower costs. Our efforts are leading to a better quality of life for people with Medicare, families, individuals, military service personnel, and communities at large. To accomplish that, we support physicians and other health care professionals as they work to deliver the right care in the right place for their patients, our members. Our range of clinical capabilities, resources and tools, such as in-home care, behavioral health, pharmacy services, data analytics and wellness solutions, combine to produce a simplified experience that makes health care easier to navigate and more effective. References throughout these notes to consolidated financial statements to \u201cwe,\u201d \u201cus,\u201d \u201cour,\u201d \u201cCompany,\u201d and \u201cHumana,\u201d mean Humana Inc. and its subsidiaries. We derived approximately 83% of our total premiums and services revenue from contracts with the federal government in 2020, including 14% related to our federal government contracts with the Centers for Medicare and Medicaid Services, or CMS, to provide health insurance coverage for individual Medicare Advantage members in Florida. CMS is the federal government\u2019s agency responsible for administering the Medicare program.\n2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES\nBasis of Presentation\nOur financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America. Our consolidated financial statements include the accounts of Humana Inc. and subsidiaries that the Company controls, including variable interest entities associated with medical practices for which we are the primary beneficiary. We do not own many of our medical practices but instead enter into exclusive management agreements with the affiliated Professional Associations, or P.A.s, that operate these medical practices. Based upon the provisions of these agreements, these affiliated P.A.s are variable interest entities and we are the primary beneficiary, and accordingly we consolidate the affiliated P.A.s. All significant intercompany balances and transactions have been eliminated.\nThe preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The areas involving the most significant use of estimates are the estimation of benefits payable, the impact of risk adjustment provisions related to our Medicare contracts, the valuation and related impairment recognition of investment securities, and the valuation and related impairment recognition of long-lived assets, including goodwill. These estimates are based on ", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 49071_2020.htm (CIK: 49071, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01506", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nIndex to the Consolidated Financial Statements of Superior Industries International, Inc.\nPAGE\nReports of Independent Registered Public Accounting Firm\nFinancial Statements\nConsolidated Statements of Income (Loss)\nConsolidated Statements of Comprehensive Income (Loss)\nConsolidated Balance Sheets\nConsolidated Statements of Shareholders\u2019 Equity (Deficit)\nConsolidated Statements of Cash Flows\nNotes to Consolidated Financial Statements\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nTo the shareholders and the Board of Directors of Superior Industries International, Inc.\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheets of Superior Industries International, Inc. and subsidiaries (the \"Company\") as of December 31, 2020 and 2019, the related consolidated statements of income (loss), comprehensive income (loss), shareholders' equity (deficit), and cash flows, for each of the two years in the period ended December 31, 2020, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the \"financial statements\"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.\nWe have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 5, 2021, expressed an unqualified opinion on the Company's internal control over financial reporting.\nBasis for Opinion\nThese financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\nCritical Audit Matter\nThe critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit ma", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 95552_2020.htm (CIK: 95552, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01507", "source": "edgar", "source_license": "public_domain", "text": "Item 7\nITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nThe following Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations (\u201cMD&A\u201d) is intended to help the reader understand the results of operations and financial condition of Microsoft Corporation. MD&A is provided as a supplement to, and should be read in conjunction with, our consolidated financial statements and the accompanying Notes to Financial Statements (Part II, Item 8 of this Form 10-K).\nOVERVIEW\nMicrosoft is a technology company whose mission is to empower every person and every organization on the planet to achieve more. We strive to create local opportunity, growth, and impact in every country around the world. Our platforms and tools help drive small business productivity, large business competitiveness, and public-sector efficiency. They also support new startups, improve educational and health outcomes, and empower human ingenuity.\nWe generate revenue by offering a wide range of cloud-based and other services to people and businesses; licensing and supporting an array of software products; designing, manufacturing, and selling devices; and delivering relevant online advertising to a global audience. Our most significant expenses are related to compensating employees; designing, manufacturing, marketing, and selling our products and services; datacenter costs in support of our cloud-based services; and income taxes.\nAs the world responds to the outbreak of a novel strain of the coronavirus (\u201cCOVID-19\u201d), we are working to do our part by ensuring the safety of our employees, striving to protect the health and well-being of the communities in which we operate, and providing technology and resources to our customers to help them do their best work while remote.\nHighlights from fiscal year 2020 compared with fiscal year 2019 included:\n\u2022\nCommercial cloud revenue increased 36% to $51.7 billion.\n\u2022\nOffice Commercial products and cloud services revenue increased 12%, driven by Office 365 Commercial growth of 24%.\n\u2022\nOffice Consumer products and cloud services revenue increased 11%, with continued growth in Office 365 Consumer subscribers to 42.7 million.\n\u2022\nLinkedIn revenue increased 20%.\n\u2022\nDynamics products and cloud services revenue increased 14%, driven by Dynamics 365 growth of 42%.\n\u2022\nServer products and cloud services revenue increased 27%, driven by Azure growth of 56%.\n\u2022\nEnterprise Services revenue increased 5%.\n\u2022\nWindows Commercial products and cloud services revenue increased 18%.\n\u2022\nWindows original equipment manufacturer licensing (\u201cWindows OEM\u201d) revenue increased 9%.\n\u2022\nSurface revenue increased 8%.\n\u2022\nXbox content and services revenue increased 11%.\n\u2022\nSearch advertising revenue, excluding traffic acquisition costs, was relatively unchanged.\nIndustry Trends\nOur industry is dynamic and highly competitive, with frequent changes in both technologies and business models. Each industry shift is an opportunity to conceive new products, new technologies, or new ideas that can further transform the industry and our business. At Microsoft, we push the boundaries of what is possible through a broad range of research and development activities that seek to identify and address the changing demands of customers and users, industry trends, and competitive forces.\nPART II\nItem 7\nEconomic Conditions, Challenges, and Risks\nThe markets for software, devices, and cloud-based services are dynamic and highly competitive. Our competitors are developing new software and devices, while also deploying competing cloud-based services for consumers and businesses. The devices and form factors customers prefer evolve rapidly, and influence how users access services in the cloud, and in some cases, the user\u2019s choice of which suite of cloud-based services to use. We must continue to evolve and adapt over an extended time in pace with this changing environment. The investments we are making in infrastructure and devic", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 789019_2020.htm (CIK: 789019, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01508", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA\nThe following five-year financial summary includes comparative amounts derived from the audited Consolidated Financial Statements.\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1635984_2020.htm (CIK: 1635984, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01509", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nThe following is a summary of certain key risk factors with respect to our Company. You should read this summary together with the more detailed descriptions of risks relating to our Company below.\nRisks Relating to Our Business and Industry\n\u25cfDemand for our services is dependent on a number of factors that could be materially impacted by adverse changes in the global economy, including related to the COVID-19 pandemic.\n\u25cfWe operate in highly competitive and rapidly evolving industries and face competition from a wide variety of service providers.\n\u25cfOur business depends on consumer confidence, which could be adversely affected by a number of factors, many of which are outside of our control.\n\u25cfOur Consumer-to-Consumer business is highly dependent on our ability to maintain our agent network under terms consistent with or more advantageous than those currently in place.\n\u25cfOur industry is subject to rapid and significant technological changes.\n\u25cfWe are a global company and accordingly are subject to a number of risks related to our international operations.\n\u25cfAs a company that transfers and retains large amounts of confidential and personal information, we are exposed to risks relating to ensuring such information is not improperly used or disclosed.\n\u25cfOur ability to provide reliable service largely depends on the efficient and uninterrupted operation of our computer information systems and those of our service providers.\n\u25cfWe may not realize all of the anticipated benefits from restructuring and related initiatives.\n\u25cfWe face credit, liquidity, and fraud risks from our agents, consumers, businesses, and third-party processors.\n\u25cfChanges in tax laws, or their interpretation, or unfavorable resolution of tax contingencies could adversely affect our tax expense.\n\u25cfOur ability to remain competitive depends in part on our ability to protect our trademarks, patents, copyrights, and other intellectual property rights and to defend ourselves against potential intellectual property infringement claims.\nRisks Relating to Our Regulatory and Litigation Environment\n\u25cfOur services are subject to increasingly strict legal and regulatory requirements, including those intended to help detect and prevent money laundering, terrorist financing, fraud, and other illicit activity.\n\u25cfThe laws and regulations governing our business are frequently changing and evolving and could require changes in our business model and increase our costs of operations.\n\u25cfThe changes in our compliance program required by the consent orders and settlement agreements to which we are party have had, and may continue to have, adverse effects on our business.\n\u25cfWestern Union is the subject of litigation, including purported class action litigation, and regulatory actions, which could result in material settlements, judgments, fines or penalties.\nThere are many factors that affect our business, financial condition, results of operations, and cash flows, some of which are beyond our control. These risks include, but are not limited to, the risks described in detail below. Such risks are grouped according to:\n\u25cfRisks Relating to Our Business and Industry; and\n\u25cfRisks Relating to Our Regulatory and Litigation Environment\nYou should carefully consider all of these risks.\nRisks Relating to Our Business and Industry\nRisks Relating to our Business Model and COVID-19\nGlobal economic downturns or slower growth or declines in the money transfer, payment service, and other markets in which we operate, including downturns or declines related to interruptions in migration patterns, and difficult conditions in global financial markets and financial market disruptions could adversely affect our business, financial condition, results of operations, and cash flows.\nThe global economy has experienced in recent years, and may experience, downturns, volatility and disruption, such as the COVID-19 pandemic (see risk factor \u201cThe COVID-19 pandemic is ongoing and has negatively impacted our bus", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: tax expense, tax law. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01510", "source": "edgar", "source_license": "public_domain", "text": "Item 1A.Risk Factors.\nAs a smaller reporting company, we are not required to provide disclosure pursuant to this item.\nItem 1B.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1488917_2020.htm (CIK: 1488917, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01511", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nThe following discussion of market risks contains forward-looking statements and should be read in conjunction with our consolidated financial statements and related notes in Part IV, Item 15 of this report, the \u201cRisk Factors\u201d in Part I, Item 1A of this report, the \"Management's Discussion and Analysis of Financial Condition and Results of Operations\" in Part II, Item 7 of this report and the cautionary statements included throughout this report. Actual results may differ materially from the following discussion based on general conditions in the commodity and financial markets.\nWe purchase food and other commodities for use in our operations based on market prices established with our suppliers. Many of the commodities purchased by us can be subject to volatility due to market supply and demand factors outside of our control. We mitigate the risk of supply shortages and obtain competitive prices by utilizing multiple qualified suppliers for substantially all our ingredients and supplies.\nWe negotiate short-term and long-term agreements for some of our principal commodity, supply and equipment requirements, such as certain dairy products and poultry, depending on market conditions and expected demand. We continue to evaluate the possibility of entering into similar arrangements for other commodities and periodically evaluate hedging vehicles, such as direct financial instruments, to assist us in managing risk and variability associated with such commodities. Although these vehicles may be available to us, as of the end of our 2020 fiscal year, we had chosen not to enter into any hedging contracts due to pricing volatility, excessive risk premiums, hedge inefficiencies or other factors. Commodities for which we have not entered into contracts can be subject to unforeseen supply and cost fluctuations, which at times may be significant. Additionally, the cost of commodities subject to governmental regulation, such as dairy and corn, can be especially susceptible to price fluctuation. Commodities we purchase on the international market may be subject to even greater fluctuations in cost and availability, which could result from a variety of factors, including the value of the U.S. dollar relative to other currencies, international trade disputes, tariffs and varying global demand. We may or may not have the ability to increase menu prices or vary menu items in response to food commodity price increases. For fiscal years 2020 and 2019, a hypothetical increase of 1% in food costs would have negatively impacted cost of sales by $4.6 million and $5.6 million, respectively. (See Item 1A - Risk Factors - Risks Related to Our Business - \u201cOur inability to anticipate and react effectively to changes in the costs of key operating resources may increase our cost of doing business, which could materially adversely affect our financial performance.\u201d)\nWe are exposed to market risk from interest rate changes on our funded debt. This exposure relates to the component of the interest rate on the Amended Facility that is indexed to market rates. Based on outstanding borrowings at December 29, 2020 and December 31, 2019, a hypothetical 1% rise in interest rates would have increased interest expense by $2.8 million and $2.9 million, respectively, on an annual basis. (See Note 12 of Notes to Consolidated Financial Statements in Part IV, Item 15 of this report for further discussion of our long-term debt.)\nWe are also subject to market risk related to our investments in variable life insurance contracts used to support our ESP to the extent these investments are not equivalent to the related liability. In addition, because changes in these investments are not taxable, gains and losses result in tax benefit and tax expense, respectively, and directly affect net income through the income tax provision. Based on balances at December 29, 2020 and December 31, 2019, a hypothetical 10% declin", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax expense, tax provision, tax benefit. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01512", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data.\nNatural Grocers by Vitamin Cottage, Inc.\nIndex to Consolidated Financial Statements\nPage\nNumber\nReports of Independent Registered Public Accounting Firm\nConsolidated Balance Sheets as of September 30, 2020 and 2019\nConsolidated Statements of Income for the years ended September 30, 2020, 2019 and 2018\nConsolidated Statements of Cash Flows for the years ended September 30, 2020, 2019 and 2018\nConsolidated Statements of Changes in Stockholders\u2019 Equity for the years ended September 30, 2020, 2019 and 2018\nNotes to Consolidated Financial Statements\nReport of Independent Registered Public Accounting Firm\nTo the Stockholders and Board of Directors\nNatural Grocers by Vitamin Cottage, Inc.:\nOpinion on the Consolidated Financial Statements\nWe have audited the accompanying consolidated balance sheets of Natural Grocers by Vitamin Cottage, Inc. and subsidiaries (the Company) as of September 30, 2020 and 2019, the related consolidated statements of income, stockholders\u2019 equity, and cash flows for each of the years in the three-year period ended September 30, 2020, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2020 and 2019, and the results of its operations and its cash flows for each of the years in the three-year period ended September 30, 2020, in conformity with U.S. generally accepted accounting principles.\nWe also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company\u2019s internal control over financial reporting as of September 30, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated December 10, 2020 expressed an unqualified opinion on the effectiveness of the Company\u2019s internal control over financial reporting.\nChange in Accounting Principle\nASU 2014-09, Revenue from Contracts with Customers\nAs discussed in Note 2 to the consolidated financial statements, the Company has changed its method of accounting for revenue as of October 1, 2018 due to the adoption of ASU 2014-09, Revenue from Contracts with Customers.\nASU 2016-02, Leases\nAs discussed in Note 2 to the consolidated financial statements, the Company has changed its method of accounting for leases as of October 1, 2019 due to the adoption of ASU 2016-02, Leases.\nBasis for Opinion\nThese consolidated financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.\n/s", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1547459_2020.htm (CIK: 1547459, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01513", "source": "edgar", "source_license": "public_domain", "text": "Item 11.\nExecutive Compensation\nThe information required by this Item 11 is incorporated by reference from the information to be contained in our 2020 Proxy Statement under the sections entitled \u201cBoard of Directors-Committees, Membership and Meetings-The Compensation Committee-Compensation Committee Interlocks and Insider Participation,\u201d \u201cBoard of Directors-Director Compensation,\u201d and \u201cExecutive Compensation.\u201d\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1341439_2020.htm (CIK: 1341439, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01514", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION.\nThe following is a summary of the compensation we paid for each of the last two years ended September 30, 2020 and 2019, respectively (i) to the persons who acted as our principal executive officer during our fiscal year ended September 30, 2020 and (ii) to the person who acted as our next most highly compensated executive officer other than our principal executive officer who was serving as an executive officer as of the end of our last fiscal year.\nOUTSTANDING EQUITY AWARDS\nGrants of Plan-Based Awards\n(1) As of September 30, 2019\nWarrants Issued to Management\nEmployment Agreements\nAdam Berk-On June 1, 2017, the Company entered into an Employment Agreement for an initial term of one year, subject to automatic renewals for additional one-year periods until terminated, with the remaining term at all times being not less than one year. The Employment Agreement provides for a base salary of $10,000 per month. Mr. Berk also received a restricted stock grant of 100,000 shares of Company common stock and options to purchase 50,000 shares of Company common stock exercisable for a period of three years at an exercise price of $2.40 per share. At the end of the initial one-year term of the Employment Agreement, and assuming that the term is extended, Mr. Berk is entitled to receive an additional restricted stock grant of 100,000 shares of Company common stock and options to purchase 50,000 shares of Company common stock at the then market value, exercisable for a period of three years.\nSteven Hubbard- On June 1, 2017, the Company entered into an Employment Agreement for an initial term of one year, subject to automatic renewals for additional one-year periods until terminated, with the remaining term at all times being not less than one year. The Employment Agreement provides for a base salary of $5,000 per month. Mr. Hubbard also received a restricted stock grant of 50,000 shares of Company common stock and options to purchase 100,000 shares of Company common stock exercisable for a period of three years at an exercise price of $2.40 per share. At the end of the initial one-year term of the Employment Agreement, and assuming that the term is extended, Mr. Hubbard is entitled to receive an additional restricted stock grant of 50,000 shares of Company common stock and options to purchase 100,000 shares of Company common stock at the then market value, exercisable for a period of three years.\nCompensation of Directors\nIndependent members of the Board of Directors receive periodic stock option grants (see Grants of Plan-Based Awards, above). At this time, there is no other board of director compensation plan in place.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1697834_2020.htm (CIK: 1697834, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01515", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nMark Scharmann acts as the President and director of the Company. Mr. Scharmann does not currently receive any compensation, from the Company. The Company has not paid any compensation to any officer during the past three years nor has the Company granted any stock options or restricted stock to its officers during the past three years.\nThe Company has no retirement, pension, profit sharing, or insurance or medical reimbursement plans covering its officers or directors and is not contemplating implementing any of these plans at this time.\nThe Company\u2019s directors do not receive any compensation for serving as directors of the Company and no compensation was paid to the Company\u2019s President during the 2020 or 2019 fiscal years.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 894560_2020.htm (CIK: 894560, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01516", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nOwnership of our securities involves a high degree of risk. Holders of our securities should carefully consider the following risk factors and the other information contained in this report, including our historical financial statements and related notes included herein. Additional risks and uncertainties not presently known to us, which we currently deem immaterial or which are similar to those faced by other companies in our industry or businesses in general, may also impair our business or operations. If any of the following risks or uncertainties actually occur, our business, financial condition and operating results could be adversely affected in a material way. This could cause the trading prices of our securities to decline, perhaps significantly, and you may lose part or all of your investment.\nRisks Related to Our Business and Industry\nThe COVID-19 pandemic could significantly impact our business and operating results.\nThe COVID-19 pandemic has negatively impacted the global economy, disrupted consumer spending and global supply chains, and created significant volatility and disruption of financial markets. The extent of the impact of the COVID-19 pandemic on our business and financial performance, including our ability to execute our near-term and long-term business strategies and initiatives in the expected time frame, will depend on future developments, including the duration, severity and any resurgences of the pandemic, which are uncertain and cannot be predicted.\nDuring 2020, global businesses faced the challenge of operating during the COVID-19 pandemic. While we managed through this unprecedented environment, our future operations could be adversely affected to the extent that coronavirus or any other epidemic harms the global economy or adversely impacts demand for fresh horticultural products. Our operations may experience disruptions in the event of a global pandemic or restriction on travel that results from a global pandemic, which may materially and adversely affect our business, financial condition and results of operations. The extent to which the coronavirus or other health epidemic may impact our results will depend on future developments, which are highly uncertain and cannot be predicted.\nIncreased competition in our industry can lead to pricing pressure, reduced margins or the inability of our products and services to achieve market acceptance.\nActions by new or existing competitors, including introduction of competing products or services, promotions, combinations with other products or services, or price-cutting may lower our sales or require actions to retain and attract customers which could adversely affect our profitability. Increased competition from existing or new competitors could result in price reductions, increased competition for materials, reduced margins or loss of market share, any of which could materially and adversely affect our business and our operating results and financial condition. For example, during 2017 and 2018, we decreased pricing in the U.S. to defend market share against increased competition. The situation stabilized during the 2019 season, however in 2020, we again faced significant price pressure. We may elect to take similar action in other regions, such as Europe, in the future, depending on competitive pressures.\nIn addition, if the prices at which our customers sell their products increase or decrease, the demand for our products or services may change. If the demand for our products or services decreases, there could be a significant impact on our business in the applicable location or region and a material adverse effect on our revenues and results of operations.\nOur relationship with our employees could deteriorate, and certain key employees could leave, which could adversely affect our business, financial condition and results of operations.\nOur business involves complex operations and demands a management team and workforce that i", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1592016_2020.htm (CIK: 1592016, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01517", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nReport of Independent Registered Public Accounting Firm\nTo the Stockholders and Board of Directors of Gold Resource Corporation\nOpinions on the Financial Statements and Internal Control over Financial Reporting\nWe have audited the accompanying consolidated balance sheets of Gold Resource Corporation (the \u201cCompany\u201d) as of December 31, 2020 and 2019 and the related consolidated statements of operations, shareholders\u2019 equity, and cash flows for each of the years in the three-year period ended December 31, 2020, and the related notes (collectively referred to as the \u201cfinancial statements\u201d). We also have audited the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the \u201cCOSO framework\u201d).\nIn our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in the COSO framework.\nBasis for Opinions\nThe Company's management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management\u2019s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company\u2019s financial statements and an opinion on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (\u201cPCAOB\u201d) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.\nOur audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.\nDefinition and Limitations of Internal Control over Financial Reporting\nA company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial re", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1160791_2020.htm (CIK: 1160791, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01518", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.\nINTEREST RATE RISK.\nWe could be exposed to changes in interest rates, primarily as a result of floating interest rates on the Revolving Facility. There was no outstanding balance on the Revolving Facility subject to interest rate risk at December 31, 2020. Any future borrowings under the Revolving Facility would be subject to interest rate risk. See Note 3 of Notes to Consolidated Financial Statements.\nITEM 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 82020_2020.htm (CIK: 82020, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01519", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nPismo Coast Village, Inc. is responsible for the information and representations contained in this report. The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which we considered appropriate in the circumstances and include some amounts based on our best estimates and judgments. Other financial information in this report is consistent with these financial statements.\nOur accounting systems include controls designed to reasonably assure assets are safeguarded from unauthorized use or disposition, and provide for the preparation of financial statements in conformity with accounting principles generally accepted in the United States of America. These systems are supplemented by the selection and training of qualified financial personnel and an organizational structure that provides for appropriate segregation of duties.\nREPORT OF INDEPENDENT REGISTERED\nPUBLIC ACCOUNTING FIRM\nTo the Board of Directors and Shareholders\nPismo Coast Village, Inc.\n165 South Dolliver Street\nPismo Beach, California\nOpinion on the Financial Statements\nWe have audited the accompanying balance sheets of Pismo Coast Village, Inc. (the Company) (a California corporation) as of September 30, 2020 and 2019, and the related statements of income and comprehensive income, stockholders\u2019 equity, and cash flows for each of the years in the two-year period ended September 30, 2020 and 2019, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2020 and 2019, and the results of its operations and its cash flows for each of the years in the two-year period ended September 30, 202020, in conformity with accounting principles generally accepted in the United States of America.\nBasis for Opinion\nThese financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company\u2019s internal control over financial reporting. Accordingly, we express no such opinion.\nOur audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\nBROWN ARMSTRONG ACCOUNTANCY CORPORATION\nWe have served as the Company\u2019s auditor since 2005.\nBakersfield, California\nNovember 18, 2020\nPISMO COAST VILLAGE, INC.\nBALANCE SHEET\nSEPTEMBER 30, 2020 AND 2019\nPISMO COAST VILLAGE, INC.\nSTATEMENTS", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 216877_2020.htm (CIK: 216877, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01520", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nThe following table provides certain summary information concerning compensation awarded to, earned by or paid to our Chief Executive Officer and other named executive officers of our Company (collectively, the \u201cnamed executive officers\u201d) for Fiscal 2019.\nSUMMARY COMPENSATION TABLE\nNarrative Disclosure to Summary Compensation Table\nMr. Atkinson does not have an employment contract with the Company and had an annual salary of $150,000 for the fiscal year ended March 31, 2020 and 2019.\nMr. Marquis does not have an employment contract with the Company and had an annual salary of $150,000 for the fiscal year ended March 31, 2020 and 2019.\nMr. Melo does not have an employment contract with the Company and had an annual salary of $157,200 for the fiscal years ended March 31, 2020 and 2019.\nAs of June 28, 2020, the Company did not have any employment contracts with any of its employees. However, on January 3, 2014, the Company entered into agreements with the three executive officers named above that if an executive\u2019s employment is terminated by the executive or the Company following a change in control, the executive will be entitled to the following within 10 days of termination:\n\u25cf All accrued and unpaid compensation due to the executive as of the date of termination.\n\u25cf A lump sum payment equal to one year\u2019s executive base salary if the executive terminates employment.\n\u25cf A lump sum of one and a half year\u2019s executive base salary and targeted annual bonus if the Company terminates employment.\n\u25cf All outstanding stock options shall be fully vested and exercisable for the remainder of their full term.\n\u25cf All outstanding equity-based compensation awards (other than stock options) shall become fully vested with any restrictions removed.\nOPTION GRANTS IN FISCAL 2020\nOUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END\nThe following table sets forth information with respect to outstanding grants of options to purchase our common stock under our Year 2001 Stock Option Plan as well as other stock option awards issued with Board of Directors approval to the named executive officers as of the fiscal year ended March 31, 2020:\nCHIEF EXECUTIVE PAY RATIO DISCLOSURE\nThe Securities and Exchange Commission adopted a rule requiring annual disclosure of the ratio of the total annual compensation of the chief executive officer to the median employee\u2019s total annual compensation. Mr. Atkinson\u2019s total compensation as reported in the Executive Summary Compensation Table is compared to the median employee\u2019s total compensation as reflected in the ratio table below. The median employee was determined using the quarterly average number of active full-time employees and a subcontractor for the fiscal year ended March 31, 2020 excluding Mr. Atkinson. All wages, cash bonuses, contractor payments, and fair market value of stock option awards granted to each employee (excluding Mr. Atkinson) were included in determining the median employee\u2019s total compensation. The table below presents the ratio of Mr. Atkinson\u2019s total annual compensation to the median employee\u2019s total annual compensation.\nThe following table sets forth with respect to the named director, compensation information inclusive of equity awards and payments made in Fiscal 2020.\nDIRECTOR COMPENSATION\nRefer to Note 1 \u201cStock Based Compensation\u201d in the Notes to the Consolidated Financial Statements included elsewhere in this Annual Report for the relevant assumptions used to determine the valuation of our option awards.\n1) As of March 31, 2020 the aggregate number of stock awards held by Messrs. Judkowitz and Kling is 350,337 and 15,668, respectively. The aggregate stock awards held by Messrs. Hon, Yat Tung Lau and Philip Lau is 54,942, 44,525 and 15,668, respectively.\n(2) As of March 31, 2020 the aggregate number of Company stock options held by Messrs. Judkowitz and Kling is 160,000 and 60,000, respectively and Messrs. Hon, Yat Tung Lau and Philip Lau is 80,000, 60,000 and 60,000 res", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 923601_2020.htm (CIK: 923601, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01521", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nRisk Factor Summary\nOur business, operations and financial results are subject to varying degrees of risk and uncertainty. We are providing the following summary of the risk factors to enhance readability of our risk factor disclosure. Material risks that may adversely affect our business and operating results include, but are not limited to, the following:\nRisks Related to Our Business and Industry\n\u2022We depend on our ability to attract and retain experienced and productive advisors, and we are subject to competition in all aspects of our business.\n\u2022Our financial condition and results of operations may be adversely affected by market fluctuations and other economic factors.\n\u2022Significant interest rate changes could affect our profitability and financial condition.\n\u2022Any damage to our reputation could harm our business and lead to a loss of revenues and net income.\n\u2022Our business is subject to risks related to litigation, arbitration claims and regulatory actions.\n\u2022There are risks inherent in the independent broker-dealer business model.\n\u2022We rely on third-party service providers, including off-shore providers, to perform technology, processing and support functions, and our operations are dependent on financial intermediaries that we do not control.\n\u2022Lack of liquidity or access to capital could impair our business and financial condition.\n\u2022Our business could be materially adversely affected as a result of the risks associated with acquisitions and investments.\n\u2022Our risk management policies and procedures may not be fully effective in mitigating our risk exposure in all market environments or against all types of risks.\n\u2022We face competition in attracting and retaining key talent.\n\u2022The securities settlement process exposes us to risks related to adverse movements in price.\n\u2022Our indebtedness could adversely affect our financial health and may limit our ability to use debt to fund future capital needs.\n\u2022Restrictions under our Credit Agreement and the Indentures governing our Notes may prevent us from taking actions that we believe would be in the best interest of our business.\n\u2022Provisions of our Credit Agreement and the Indentures could discourage an acquisition of us by a third-party.\n\u2022Our insurance coverage may be inadequate or expensive.\n\u2022Poor service or performance of the financial products that we offer or competitive pressures on pricing of such services or products may cause clients of our advisors to withdraw their assets on short notice.\n\u2022A loss of our marketing relationships with manufacturers of financial products could harm our relationship with our advisors and, in turn, their clients.\n\u2022Changes in U.S. federal income tax law could make some of the products distributed by our advisors less attractive to clients.\n\u2022The effects of the outbreak of the novel coronavirus (COVID-19) have negatively affected the global economy, U.S. economy and global financial markets, and may disrupt our operations and our advisors' operations, which could have a material adverse effect on our business, financial condition and results of operations.\nRisks Related to Our Regulatory Environment\n\u2022Any failure to comply with applicable federal or state laws or regulations exposes us to litigation and regulatory actions, which could increase our costs or negatively affect our reputation.\n\u2022Regulatory developments could adversely affect our business by increasing our costs or making our business less profitable.\n\u2022We are subject to various regulatory requirements, which, if not complied with, could result in the restriction of the conduct or growth of our business.\n\u2022Failure to comply with ERISA regulations and certain retirement plan regulations could result in penalties against us.\nRisks Related to Our Technology\n\u2022We rely on technology in our business, and technology and execution failures could subject us to losses, litigation and regulatory actions.\n\u2022Our information technology systems may be vulnerable to security risks.\n\u2022Failure ", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax law. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01522", "source": "edgar", "source_license": "public_domain", "text": "Item 7.\nManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operation.\nYou should read the following discussion and analysis together with the consolidated financial statements and the related notes to those statements included in \u201cItem 8 - Consolidated Financial Statements and Supplementary Data.\u201d The discussion contains forward-looking statements that involve risks and uncertainties. As a result of many factors, such as those set forth under \u201cRisk Factors\u201d and elsewhere in this Annual Report on Form 10-K, our actual results may differ materially from those anticipated in these forward-looking statements.\nBasanite and its wholly owned subsidiaries are herein referred to as the \"Company\", \u201cwe\u201d, \u201cour\u201d, or \u201cus\u201d.\nOverview\nThis overview provides a high-level discussion of our operating results and some of the trends that affect our business. We believe that an understanding of these trends is important to understand our financial results for the years ended December 31, 2020 and 2019, respectively.\nThe Company\u2019s wholly owned subsidiary, Basanite Industries, LLC (\u201cBI\u201d) manufactures BasaFlex\u2122, a basalt fiber reinforced polymer (\u201cBFRP\u201d) rebar. BFRP rebar is a stronger, lighter, sustainable, non-conductive and non-corrosive alternative for traditional steel rebar and wire mesh. BI leases a fully permitted and Underwriters Laboratories (\u201cUL\u201d) approved 36,900 square foot facility located in Pompano Beach, Florida, equipped with five customized Pultrusion machines. Each machine has two linear production lines (a total capacity of 10 manufacturing lines). BI\u2019s operations team is currently in the processes of optimizing and scaling the manufacturing plant to produce 11,000 to 17,000 linear feet of BFRP rebar per line, per day, depending on the product mix. BI\u2019s own fully equipped Test Lab is utilized to evaluate, validate and verify each product\u2019s performance attributes.\nThe manufacture of concrete reinforcement products made from continuous basalt fiber creates substantial benefits for the construction industry, including but not limited to, the following:\n\u00b7\nBasaFlex\u2122 never rusts - steel reinforcement products rust, causing time and repair costs down the road;\n\u00b7\nBasaFlex\u2122 is sustainable; with a longer lifecycle - production of our products results in exceptionally low carbon footprint when compared with steel. The lack of corrosion allows the \u201clifespan\u201d of concrete products to be significantly longer; and\n\u00b7\nBasaFlex\u2122 has a lower final, in place cost - the physical nature of our products relative to steel (4X lighter, easily transportable, \u201ccoil-able\u201d, safer and easier to use) reduces the all-in cost of reinforcement when all factors are considered.\nWe believe that macroeconomic factors are pressuring the construction industry to consider the use of alternative reinforcement materials for the following reasons: the increasing need for global infrastructure repair; recent design trends towards increasing the lifespan of projects and materials; and increasing consideration of the long-term costs and environmental impacts of material selections. We believe we are well positioned to benefit from this renewed focus, although it is difficult to determine at this point the impacts of the COVID-19 pandemic to the construction industry.\nBasanite Industries submitted its first round of BasaFlex\u2122 (Basalt Fiber Reinforced Polymer) rebar products to the Structures and Materials Department of the University of Miami (UM), Miami, Florida, an industry accredited independent testing laboratory, to obtain a Certified Test Report which allows Basanite to participate in approved fiber-reinforced polymer (FRP) applications, such as precast, architectural, flatwork and other non-structural engineered applications. On May 29th, 2020, a Certified Test Report was submitted to Basanite for engineering use. Basanite Industries has submitted a second round of BasaFlex\u2122 rebars for additional testing, that will further certify and qualify BasaFle", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1448705_2020.htm (CIK: 1448705, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01523", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. Quantitative and Qualitative Disclosures about Market Risk\nNot required.\nAPYX MEDICAL CORPORATION\nITEM 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 719135_2020.htm (CIK: 719135, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01524", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nReport of Independent Registered Public Accounting Firm\nTo the Stockholders and Board of Directors\nIAA, Inc.:\nOpinion on the Consolidated Financial Statements and Internal Control Over Financial Reporting\nWe have audited the accompanying consolidated balance sheets of IAA, Inc. and subsidiaries (the Company) as of December 27, 2020 and December 29, 2019, the related consolidated statements of income, comprehensive income, stockholders\u2019 equity (deficit), and cash flows for the years ended December 27, 2020, December 29, 2019, and December 30, 2018 and the related notes to the consolidated financial statements (collectively, the consolidated financial statements). We also have audited the Company\u2019s internal control over financial reporting as of December 27, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.\nIn our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 27, 2020 and December 29, 2019, and the results of its operations and its cash flows for the years ended December 27, 2020, December 29, 2019, and December 30, 2018, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 27, 2020 based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.\nChanges in Accounting Principle\nAs discussed in Note 2 to the consolidated financial statements, the Company has changed its method of accounting for leases as of December 31, 2018, due to the adoption of Financial Accounting Standards Board Accounting Standard Codification (ASC) Topic 842, Leases.\nBasis for Opinion\nThe Company\u2019s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying management\u2019s report on internal control over financial reporting. Our responsibility is to express an opinion on the Company\u2019s consolidated financial statements and an opinion on the Company\u2019s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.\nOur audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessin", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1745041_2020.htm (CIK: 1745041, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01525", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nThe following discussion and analysis of the financial condition and results of operations of Nasdaq should be read in conjunction with our consolidated financial statements and related notes included in this Form 10-K, as well as the discussion under \u201cItem 1A. Risk Factors.\u201d For further discussion of our growth strategy, products and services, and competitive strengths, see \u201cItem 1. Business.\u201d Unless stated otherwise, the comparisons presented in this discussion and analysis refer to the year-over-year comparison of changes in our financial condition and results of operations as of and for the fiscal years ended December 31, 2020 and December 31, 2019. Discussion of fiscal year 2018 items and the year-over year comparison of changes in our financial condition and results of operations as of and for the fiscal years ended December 31, 2019 and December 31, 2018 can be found in Part II, \u201cItem 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d of our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, which was previously filed with the SEC on February 25, 2020.\nBusiness Segments\nWe manage, operate and provide our products and services in four business segments: Market Services, Corporate Platforms, Investment Intelligence and Market Technology. See Note 1, \u201cOrganization and Nature of Operations,\u201d and Note 19, \u201cBusiness Segments,\u201d to the consolidated financial statements for further discussion of our reportable segments and geographic data, as well as how management allocates resources, assesses performance and manages these businesses as four separate segments.\nImpact of COVID-19 on Our Business\nFor a discussion of the impact of COVID-19 on our business, see \u201cItem 1A. Risk Factors - Risks Related To Our Business and Industry - The COVID-19 pandemic could have an adverse effect on our business, financial condition, liquidity or results of operations,\u201d and \u201cLiquidity and Capital Resources.\u201d\nSources of Revenues and Transaction-Based Expenses\nSee \u201cRevenue Recognition and Transaction-Based Expenses,\u201d of Note 2, \u201cSummary of Significant Accounting Policies,\u201d to the consolidated financial statements for further discussion of our sources of revenues and transaction-based expenses.\nNasdaq\u2019s Operating Results\nKey Drivers\nThe following table and charts include key drivers and other metrics for our Market Services, Corporate Platforms, Investment Intelligence and Market Technology segments. In evaluating the performance of our business, our senior management closely evaluates these key drivers.\n____________\n(1) Includes Finnish option contracts traded on Eurex for which Nasdaq and Eurex have a revenue sharing arrangement.\n(2) Includes transactions executed on The Nasdaq Stock Market\u2019s, Nasdaq BX\u2019s and Nasdaq PSX\u2019s systems plus trades reported through the FINRA/Nasdaq Trade Reporting Facility.\n(3) Transactions executed on Nasdaq Commodities or OTC and reported for clearing to Nasdaq Commodities measured by Terawatt hours (TWh).\n(4) New listings include IPOs, including issuers that switched from other listing venues, closed-end funds and separately listed ETPs.\n(5) New listings include IPOs and represent companies listed on the Nasdaq Nordic and Nasdaq Baltic exchanges and companies on the alternative markets of Nasdaq First North.\n(6) Number of total listings on The Nasdaq Stock Market at period end, including 412 ETPs as of December 31, 2020, 412 as of December 31, 2019 and 392 as of December 31, 2018.\n(7) Represents companies listed on the Nasdaq Nordic and Nasdaq Baltic exchanges and companies on the alternative markets of Nasdaq First North.\n(8) Total contract value of orders signed during the period.\n(9) ARR for a given period is the annualized revenue of active Market Technology support and SaaS subscription contracts. ARR is currently one of our key performance metrics to assess the h", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1120193_2020.htm (CIK: 1120193, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01526", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk.\nForeign Currency Exchange Risk\nWe conduct business in certain foreign markets, primarily in the United Kingdom and the European Union. For the period from January 29, 2020 to December 31, 2020, for the period from January 1, 2020 to January 28, 2020, for the year ended December 31, 2019, and for the year ended December 31, 2018, international revenue accounted for 44.3%, 47.5%, 47.3%, and 53.8% of combined revenue, respectively. Our primary exposure to foreign currency exchange risk is the underlying user\u2019s functional currency other than the U.S. Dollar, primarily the British Pound and Euro. As foreign currency exchange rates change, translation of the statements of operations of our international businesses into U.S. dollars affects year-over-year comparability of operating results. The average Euro versus the U.S. Dollar exchange rate was 2% higher in the year ended December 31, 2020 than in the year ended December 31, 2019.\nHistorically, we have not hedged any foreign currency exposures. Our continued international expansion increases our exposure to exchange rate fluctuations and as a result such fluctuations could have a significant impact on our future results of operations.\nInterest Rate Risk\nAt December 31, 2020, we had long-term debt outstanding with a carrying value of $826.2 million. A hypothetical interest rate increase or decrease of 1% would have increased or decreased interest expense for the period from January 29, 2020 to December 31, 2020 by $5.3 million based upon the outstanding balance and rate in effect at December 31, 2020. See Note 10, Debt, within the audited consolidated financial statements included elsewhere in this Annual Report. Borrowings under our Senior Secured Credit Facilities bear interest at a variable market rate. In order to reduce the financial impact of increases in interest rates, the Company entered into two interest rate swaps for a total notional amount of $350 million on June 22, 2020. The effective date for the interest rate swaps is June 30, 2020 and final maturity date is June 30, 2024. The financial impact of the interest rate swaps is to fix the variable interest rate element on $350 million of the long-term debt at a rate of 0.4008%. We did not have any long-term debt outstanding at December 31, 2019.\nIn July 2017, the UK\u2019s Financial Conduct Authority, which regulates LIBOR, announced that it intends to phase out LIBOR by the end of 2021. The expected discontinuation, reform or replacement of LIBOR may result in fluctuating interest rates, or higher interest rates, which could have a material adverse effect on our interest expense.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1830043_2020.htm (CIK: 1830043, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01527", "source": "edgar", "source_license": "public_domain", "text": "Item 8.\nFinancial Statements and Supplementary Data.\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nTo the Shareholders and Board of Directors of\niSun, Inc.\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheets of iSun, Inc. (formerly The Peck Company Holdings, Inc.) (the \u201cCompany\u201d) as of December 31, 2020 and 2019, the related consolidated statements of operations, stockholders\u2019 equity and cash flows for each of the two years in the period ended December 31, 2020, and the related notes (collectively referred to as the \u201cfinancial statements\u201d). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.\nBasis for Opinion\nThese financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (\u201cPCAOB\u201d) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company\u2019s internal control over financial reporting. Accordingly, we express no such opinion.\nOur audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\n/s/ Marcum llp\nMarcum llp\nWe have served as the Company\u2019s auditor since 2019\nNew York, NY\nMarch 15, 2021\niSun, Inc.\n(formerly known as The Peck Company Holdings, Inc.)\nConsolidated Balance Sheets\nDecember 31, 2020 and 2019\nThe accompanying notes are an integral part of these consolidated financial statements.\niSun, Inc.\n(formerly known as The Peck Company Holdings, Inc.)\nConsolidated Statements of Operations\nFor the Years Ended December 31, 2020 and 2019\nThe accompanying notes are an integral part of these consolidated financial statements.\niSun, Inc.\n(formerly known as The Peck Company Holdings, Inc.)\nConsolidated Statement of Changes in Stockholders\u2019 Equity\nDecember 31, 2020 and 2019\nThe accompanying notes are an integral part of these consolidated financial statements.\niSun, Inc.\n(formerly known as The Peck Company Holdings, Inc.)\nConsolidated Statements of Cash Flows\nFor the Years Ended December 31, 2020 and 2019\nThe accompanying notes are an integral part of these consolidated financial statements.\niSUN, INC.\n(formerly known as The Peck Company Holdings, Inc.)\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\nDECEMBER 31, 2020 AND 2019\n1.\nSUMMARY OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES\na)\nOrganization\niSu", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1634447_2020.htm (CIK: 1634447, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01528", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nThe information required by this Item is herein incorporated by reference to the Company's definitive proxy statement relating to the 2021 Annual Meeting of Stockholders, which will be filed with the SEC not later than 120 days after December 31, 2020.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1678463_2020.htm (CIK: 1678463, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01529", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nRefer to the Index to Financial Statements on page.\nItem 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1048789_2020.htm (CIK: 1048789, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01530", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nVISION HYDROGEN CORPORATION\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nTo the Board of Directors and Stockholders of Vision Hydrogen Corporation, Inc.\nOpinion on the Financial Statements\nWe have audited the accompanying balance sheets of Vision Hydrogen Corporation as of December 31, 2020 and 2019, and the related statements of operations, stockholders\u2019 equity, and cash flows for each of the years in the two year period ended December 31, 2020, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the years in the two year period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.\nBasis for Opinion\nThese financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company\u2019s internal control over financial reporting. Accordingly, we express no such opinion.\nOur audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\n/s/ Rosenberg Rich Baker Berman, P.A.\nWe have served as the Company\u2019s auditor since 2015.\nSomerset, New Jersey\nMarch 12, 2021\nVISION HYDROGEN CORPORATION\nBALANCE SHEETS\nThe accompanying notes are an integral part of these consolidated financial statements.\nVISION HYDROGEN CORPORATION\nSTATEMENT OF OPERATIONS\nThe accompanying notes are an integral part of these consolidated financial statements.\nVISION HYDROGEN CORPORATION\nSTATEMENT OF STOCKHOLDERS\u2019 EQUITY (DEFICIT)\nFOR THE YEAR ENDED DECEMBER 31, 2019\nThe accompanying notes are an integral part of these consolidated financial statements.\nVISION HYDROGEN CORPORATION\nSTATEMENT OF STOCKHOLDERS\u2019 EQUITY (DEFICIT)\nFOR THE YEAR ENDED DECEMBER, 31 2020\nThe accompanying notes are an integral part of these consolidated financial statements.\nVISION HYDROGEN CORPORATION\nSTATEMENTS OF CASH FLOWS\nThe accompanying notes are an integral part of these consolidated financial statements.\nVISION HYDROGEN CORPORATION\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\nDECEMBER 31, 2020 AND 2019\n1. ORGANIZATION AND LINE OF BUSINESS\nVision Hydrogen Corporation (the \u201cCompany\u201d) was incorporated in the state of Nevada on August 17, 2015 as H/Cell Energy Corporation and is based in Jersey City, New Jerse", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1676580_2020.htm (CIK: 1676580, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01531", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data.\nThe following table summarizes the relevant 2020, 2019, 2018, 2017 and 2016 financial data for the Trust and should be read in conjunction with the Trust\u2019s financial statements, schedules and notes related thereto which are included in this report. The Trust commenced operations on July 10, 2006.\nThe following table summarizes the relevant quarterly financial data for each of the four quarters of 2020 for the Trust and should be read in conjunction with the Trust\u2019s financial statements, schedules and notes related thereto which are included in this report.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1332174_2020.htm (CIK: 1332174, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01532", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nThe financial statements required to be filed pursuant to this Item 8 are appended to this Annual Report on Form 10-K and incorporated by reference herein. An index of those financial statements is set forth under Item 15. \u201cExhibits and Financial Statement Schedules\u201d.\nItem 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1270073_2020.htm (CIK: 1270073, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01533", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nWe are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item..\nITEM 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1816176_2020.htm (CIK: 1816176, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01534", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nAs of March 31, 2020 and March 31, 2019, we were subject to minimal market risk on our cash and cash equivalents as we maintained our balances in very liquid funds with maturities of 90 days or less at the time of purchase.\nAs of March 31, 2020 and March 31, 2019, we had $129.0 million and $11.0 million, respectively, in outstanding borrowings under our revolving credit agreement. The revolving borrowings under our revolving credit agreement bear interest at our option of either, (a) for base rate loans, a base rate based on the highest of (i) 0%, (ii) the rate of interest publicly announced by the administrative agent as its prime rate in effect at its principal office in New York City, (iii) the overnight bank funding rate (not to be less than zero) as determined by the Federal Reserve Bank of New York plus 0.50% or (iv) the LIBOR-based rate for one, two, three or six months Eurodollar deposits plus 1%, and (b) for Eurodollar loans, the LIBOR-based rate for one, two, three or six months (as selected by us) Eurodollar deposits plus 1.00%, plus, in each case, an applicable margin based on our total leverage ratio from time to time, ranging from 0.50% to 1.50% for base rate loans, and from 1.50% to 2.50% for Eurodollar loans. Accordingly, we are exposed to interest rate risk, primarily changes in LIBOR, due to our loans under the revolving credit agreement. A one hundred basis point (1.00%) change in the interest rate on our outstanding loans as of March 31, 2020 would result in a corresponding change in our annual interest expense of approximately $1.3 million. Refer to Note 10, \u201cLine of Credit\u201d of our notes to consolidated financial statements included elsewhere in this Report for additional information.\nAs of March 31, 2020 and March 31, 2019, we had international operations that exposed us to the risk of fluctuations in foreign currency exchange rates against the U.S. dollar. However, the impact of foreign currency fluctuations has not been material to our financial position or operating results.\nITEM 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 708818_2020.htm (CIK: 708818, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01535", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures about Market Risk\nWe are subject to financial market risks, including changes in interest rates, and changes in interest rates may affect both our interest expense on the debt outstanding under our Credit Facility and our interest income from portfolio investments. Our risk management systems and procedures are designed to identify and analyze our risk, to set appropriate policies and limits and to continually monitor these risks. Our investment income will be affected by changes in various interest rates, including LIBOR and prime rates, to the extent that any debt investments include floating interest rates. See \u201cRisk Factors - Risks Relating to Our Investments - Changes relating to the LIBOR calculation process, the phase-out of LIBOR and the use of replacement rates for LIBOR may adversely affect the value of our portfolio securities.\u201d and \u201cRisk Factors - Risks Relating to Our Investments - Changes in interest rates may affect our cost of capital, net investment income and value of our investments.\u201d for more information regarding risks associated with our debt investments and borrowings that utilize LIBOR as a reference rate.\nThe majority of our debt investments are made with either fixed interest rates or floating rates that are subject to contractual minimum interest rates for the term of the investment. As of December 31, 2020, approximately 71% of our debt investment portfolio (at cost) bore interest at floating rates, 87% of which were subject to contractual minimum interest rates. Our interest expense will be affected by changes in the published LIBOR rate in connection with our Credit Facility; however, the interest rates on our outstanding SBIC debentures, and the outstanding Notes, which collectively comprise the majority of our outstanding debt, are fixed for the life of such debt. As of December 31, 2020, we had not entered into any interest rate hedging arrangements. Due to our limited use of derivatives, we have claimed an exclusion from the definition of the term \u201ccommodity pool operator\u201d under the Commodity Exchange Act and, therefore, are not subject to registration or regulation as a pool operator under such Act. The following table shows the\napproximate annualized increase or decrease in the components of net investment income due to hypothetical base rate changes in interest rates, assuming no changes in our investments and borrowings as of December 31, 2020.\nThe hypothetical results assume that all LIBOR and prime rate changes would be effective on the first day of the period. However, the contractual LIBOR and prime rate reset dates would vary throughout the period, on either a monthly or quarterly basis, for both our investments and our Credit Facility. The hypothetical results would also be impacted by the changes in the amount of debt outstanding under our Credit Facility (with an increase (decrease) in the debt outstanding under the Credit Facility resulting in an (increase) decrease in the hypothetical interest expense).\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1396440_2020.htm (CIK: 1396440, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01536", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data.\nThe following statements are filed with this report:\nReport of Independent Registered Public Accounting Firm - Grant Thornton LLP\nConsolidated Balance Sheets - December 31, 2020 and 2019\nConsolidated Statements of Operations - Years ended December 31, 2020, 2019 and 2018\nConsolidated Statements of Comprehensive Income - Years ended December 31, 2020, 2019 and 2018\nConsolidated Statements of Stockholders\u2019 Equity - Years ended December 31, 2019, 2018 and 2017\nConsolidated Statements of Cash Flows - Years ended December 31, 2020, 2019 and 2018\nNotes to Consolidated Financial Statements\n- 33 -\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nBoard of Directors and Stockholders\nP.A.M. Transportation Services, Inc.\nOpinion on the financial statements\nWe have audited the accompanying consolidated balance sheets of P.A.M. Transportation Services, Inc. (a Delaware corporation) and subsidiaries (the \u201cCompany\u201d) as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive income, stockholders\u2019 equity, and cash flows for each of the three years in the period ended December 31, 2020, and the related notes (collectively referred to as the \u201cfinancial statements\u201d). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.\nWe also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (\u201cPCAOB\u201d), the Company\u2019s internal control over financial reporting as of December 31, 2020, based on criteria established in the 2013 Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (\u201cCOSO\u201d), and our report dated March 5, 2021 expressed an unqualified opinion.\nBasis for opinion\nThese financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\nCritical audit matter\nThe critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below,", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 798287_2020.htm (CIK: 798287, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01537", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nIn addition to the other information set forth in this report, you should carefully consider the following factors, which could materially affect our business, financial condition or results of operations in future periods. The risks described below are not the only risks facing our Company. Additional risks not currently known to us or that we currently consider immaterial also may materially adversely affect our business, financial condition or results of operations in future periods.\nRisks Related to the COVID-19 Pandemic and Other Events\nThe COVID-19 pandemic has had, and may continue to have, a negative effect on our business.\nThe public health crisis caused by the COVID-19 pandemic and the measures taken by governments, businesses, including us, and the public at large to limit the spread of the disease have had, and may continue to have, a negative effect on our business including, without limitation, the following:\n\u2022We have experienced a decrease in demand and commodity prices for products from our plants that serve food service customers, restaurants, and other customers who sell food for consumption away from home. These customers have been significantly negatively affected by stay-at-home restrictions or recommendations, closings of restaurants, social distancing requirements and cancellations of major sporting and other events. This negative trend may continue to some degree even though government restrictions are reduced or lifted because restaurants and other venues may be required to operate at reduced capacities and consumers may fear gathering in public places. In addition, resurgences of COVID-19 infections after restrictions are lifted are causing and could continue to cause governments to impose new or stricter closure, capacity or social distancing requirements. This could cause consumer demand for food away from home to worsen. While we have experienced increased demand for products from our plants that serve retail grocery store customers, that increase in demand cannot entirely offset the decrease in demand from our food service customers. We also cannot predict whether and to what extent changes in consumer food purchasing behavior will persist even after the threat of the pandemic has been eliminated or how those changes would affect our business.\n\u2022Deteriorating economic and political conditions caused by the COVID-19 pandemic, such as increased unemployment, decreases in disposable income and consumer spending, declines in consumer confidence, changes in consumer buying patterns, or economic slowdowns or recessions, may contribute to lower demand for our products, especially products from our plants that serve food service customers.\n\u2022We have experienced some disruption in our operations due to the pandemic, including higher than normal absenteeism related to COVID-19 among our hourly employees and inefficiencies from a significant number of new hires. While we have been able to operate despite these disruptions, a higher level of disruption could materially and adversely affect our operations. For example, although we are taking measures to protect our employees and prevent the spread of coronavirus in our facilities, these measures may not be sufficient to prevent an outbreak of infections among our employees. Government restrictions like social distancing regulations or limits on the number of persons who can be present in our facilities could also impair operations. The absence of a significant number of employees to staff our plants could cause a material reduction in our production volumes and could also hurt our ability to make certain products that require more labor to produce. If an outbreak at any of our facilities is severe, we could even be forced to close the facility, which in turn would constrain our ability to meet customer orders, increase our costs and reduce our revenues.\n\u2022We have incurred additional expenses directly related to COVID-19, which consist primar", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 812128_2020.htm (CIK: 812128, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01538", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nSet forth below are the audited financial statements for the Company for the fiscal years ended December 31, 2020 and 2019 and the reports thereon of BF Borgers, CPA PC and ZH CPA, LLC, respectively.\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nBoard of Directors and Stockholders\nAllyMe Group, Inc.\nOpinion on the Financial Statements\nWe have audited the accompanying balance sheet of AllyMe Group, Inc. (the \u201cCompany\u201d) as of December 31, 2020 and the related statements of operations and comprehensive income, changes in equity, and cash flows for the period ended December 31, 2020, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020, and the results of its operations and its cash flows for the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.\nGoing Concern Uncertainties\nThe accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses from operations that raises substantial doubt about its ability to continue as a going concern. Management\u2019s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.\nBasis for Opinion\nThese financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company\u2019s internal control over financial reporting. Accordingly, we express no such opinion.\nOur audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.\n/s/ B F Borgers CPA PC\nWe have served as the Company\u2019s auditor since 2020\nLakewood, Colorado\nApril 8, 2021\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nBoard of Directors and Stockholders\nAllyMe Group Inc.\nOpinion on the Financial Statements\nWe have audited the accompanying balance sheets of AllyMe Group Inc. and subsidiaries (the \u201cCompany\u201d) as of December 31, 2019, and the related statements of operations and comprehensive income, changes in equity, and cash flows for each of the year ended December 31, 2019, and the related notes and schedules (collectively referred to as the financial statements). In ou", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1657045_2020.htm (CIK: 1657045, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01539", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nReport of Independent Registered Public Accounting Firm\nTo the Shareholders and the Board of Directors of MediaCo Holding Inc. and Subsidiaries\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheets of MediaCo Holding Inc. and Subsidiaries (the Company) as of December 31, 2020 and 2019, the related consolidated and combined statements of operations, changes in equity, and cash flows for the year ended December 31, 2020 and the ten-months ended December 31, 2019, and the related notes (collectively referred to as the \u201cconsolidated and combined financial statements\u201d). In our opinion, the consolidated and combined financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2020 and 2019, and the results of its operations and its cash flows for the year ended December 31, 2020 and the ten-months ended December 31, 2019 in conformity with U.S. generally accepted accounting principles.\nBasis for Opinion\nThese financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company\u2019s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company\u2019s internal control over financial reporting. Accordingly, we express no such opinion.\nOur audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\nThe Company's Ability to Continue as a Going Concern\nThe accompanying consolidated and combined financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated and combined financial statements, the Company does not expect to meet its liquidity needs or maintain compliance with certain of its financial covenants, which could cause the acceleration of all or a portion of unpaid principal amounts under the Company\u2019s Senior Credit Facility, and the Company's sources of liquidity would be insufficient to satisfy such accelerated obligations if they became due within one year after the date of issuance of its consolidated and combined financial statements. As a result, the Company has stated that substantial doubt exists about the Company\u2019s ability to continue as a going concern. Management's evaluation of the events and conditions and management\u2019s plans regarding these matters are also described in Note 1. The consolidated and combined financial statements do not include any adjustments that might result from the outcome of this uncertainty.\n/s/ Ernst & Young LLP\nWe h", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1784254_2020.htm (CIK: 1784254, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01540", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nTo the Board of Directors and\nMembers of Cardinal Ethanol, LLC\nOpinion on the Financial Statements\nWe have audited the accompanying balance sheets of Cardinal Ethanol, LLC (the Company) as of September 30, 2020 and 2019, and the related statements of operations, changes in members\u2019 equity, and cash flows for each of the years in the three-year period ended September 30, 2020, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2020 and 2019, and the results of its operations and its cash flows for each of the years in the three-year period ended September 30, 2020, in conformity with accounting principles generally accepted in the United States of America.\nBasis for Opinion\nThese financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company\u2019s internal control over financial reporting. Accordingly, we express no such opinion.\nOur audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\nWe have served as the Company's auditor since 2005.\n/s/ Boulay PLLP\nMinneapolis, Minnesota\nNovember 18, 2020\nCARDINAL ETHANOL, LLC\nBalance Sheets\nNotes to Financial Statements are an integral part of this Statement.\nCARDINAL ETHANOL, LLC\nBalance Sheets\nNotes to Financial Statements are an integral part of this Statement.\nCARDINAL ETHANOL, LLC\nStatements of Operations\nNotes to Financial Statements are an integral part of this Statement.\nCARDINAL ETHANOL, LLC\nStatements of Cash Flows\nCARDINAL ETHANOL, LLC\nStatements of Cash Flows\nNotes to Financial Statements are an integral part of this Statement.\nCARDINAL ETHANOL, LLC\nStatements of Changes in Members' Equity\nNotes to Financial Statements are an integral part of this Statement.\nCARDINAL ETHANOL, LLC\nNotes to Audited Financial Statements\nSeptember 30, 2020 and 2019\n1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES\nNature of Business\nCardinal Ethanol, LLC, (the \u201cCompany\u201d) is an Indiana limited liability company currently producing fuel-grade ethanol, distillers grains, corn oil and carbon dioxide near Union City, Indiana and sells these products throughout the continental United States. During the fiscal years ended September 30, 2020, 2019 and 2018, the Company produced approximately 129,100,000, ", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1352081_2020.htm (CIK: 1352081, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01541", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nFINANCIAL STATEMENTS\nAll other schedules are omitted because they are not applicable or the required information is shown in the consolidated financial statements or notes thereto.\nMANAGEMENT\u2019S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING\nTO THE SHAREHOLDERS OF RYDER SYSTEM, INC.:\nManagement of Ryder System, Inc., together with its consolidated subsidiaries (Ryder), is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. Ryder\u2019s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the consolidated financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.\nRyder\u2019s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of Ryder; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of Ryder\u2019s management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Ryder\u2019s assets that could have a material effect on the consolidated financial statements.\nBecause of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.\nManagement assessed the effectiveness of Ryder\u2019s internal control over financial reporting as of December 31, 2020. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in \u201cInternal Control - Integrated Framework (2013).\u201d Based on our assessment and those criteria, management determined that Ryder maintained effective internal control over financial reporting as of December 31, 2020.\nRyder\u2019s independent registered public accounting firm, PricewaterhouseCoopers LLP, has audited the effectiveness of Ryder\u2019s internal control over financial reporting as of December 31, 2020. Their report appears on the subsequent page.\nReport of Independent Registered Public Accounting Firm\nTo the Board of Directors and Shareholders of Ryder System, Inc.\nOpinions on the Financial Statements and Internal Control over Financial Reporting\nWe have audited the accompanying consolidated balance sheets of Ryder System, Inc. and its subsidiaries (the \u201cCompany\u201d) as of December 31, 2020 and 2019, and the related consolidated statements of earnings, of comprehensive income, of shareholders' equity and of cash flows for each of the three years in the period ended December 31, 2020, including the related notes and financial statement schedule listed in the accompanying index (collectively referred to as the \u201cconsolidated financial statements\u201d). We also have audited the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).\nIn our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 85961_2020.htm (CIK: 85961, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01542", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data.\nThe following tables set forth selected historical consolidated financial data for the periods as of the dates indicated. We derived the consolidated statements of operations data and the consolidated balance sheet data from our audited consolidated financial statements included elsewhere in this report.\nOur historical results are not necessarily indicative of future results of operations. You should read the information set forth below together with \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations,\u201d and our consolidated financial statements and the related notes thereto included elsewhere in this report.\n(1)\nExcludes the current portion of our long-term debt of $7.2 million as of December 31, 2020, $10.8 million as of December 31, 2019, and $6.8 million as of December 31, 2018.\n28 | 2020 Form 10-K\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1725057_2020.htm (CIK: 1725057, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01543", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\nObjective\nWe report financial operating performance under four operating segments, including our Rent-A-Center Business segment (formerly Core U.S.), which represents our company-owned stores and e-commerce platform through rentacenter.com; our Preferred Lease segment (formerly Acceptance Now), which includes our virtual, staffed, and hybrid business models; and our Mexico and Franchising segments.\nThe following discussion focuses on recent developments expected to have current and future impacts on the results of our business, trends and uncertainties within our industry and business model that may impact our financial results, our recent results of operations, and discussion of our liquidity and capital resources. You should read the following discussion in conjunction with the consolidated financial statements and notes thereto included elsewhere in this Annual Report on Form 10-K.\nRecent Developments\nAcima Acquisition. On December 20, 2020, we entered into the Merger Agreement with Radalta, LLC, a Utah limited liability company and wholly owned subsidiary of the Company, Acima, and Aaron Allred, solely in his capacity as the representative of the former owners of Acima, providing for the merger of Radalta, LLC with and into Acima, with Acima surviving the Merger as a wholly owned subsidiary of the Company. The Merger was completed on February 17, 2021. In accordance with the Merger Agreement, we issued to the former owners of Acima an aggregate of 10,779,923 shares of our common stock (the \u201cAggregate Stock Consideration\u201d), with a value of $51.14 per share based on the closing price of our common stock on the date of closing, and paid to them aggregate cash consideration of $1,273.3 million (the \u201cAggregate Cash Consideration\u201d). Under the terms of the Merger Agreement, $50 million of the Aggregate Cash Consideration was placed into escrow at the closing of the Merger to cover certain potential tax and regulatory indemnification obligations of the former owners of Acima under the Merger Agreement. Although the Company currently believes the escrow holdback amount, which serves as the sole recourse of the Company with respect to any indemnifiable claims, will be sufficient to cover any such potential tax and regulatory matters, there is no assurance that any actual payments by the Company with respect to such matters will not exceed the escrow holdback amount.\nIn accordance with the terms of the Merger Agreement, the portion of the Aggregate Stock Consideration issued to former owners of Acima who are also employees of Acima is subject to certain vesting conditions over a three year period. The portion of the Aggregate Stock Consideration issued to non-employee former owners of Acima is subject to the terms of an 18-month lockup agreement, pursuant to which one-third of the aggregate shares of common stock of the Company received by a non-employee former owner in the Merger becomes transferable after each six month period following the closing of the Merger. The Company entered into a Registration Rights Agreement, dated as of February 17, 2021, pursuant to which certain former owners of Acima are entitled to registration rights in respect of the portion of the Aggregate Stock Consideration received by them in the Merger.\nIn connection with the signing of the Merger Agreement, we entered into employment agreements with certain executives of Acima, including Aaron Allred, Chairman and Founder of Acima, which became effective upon the closing of the Merger.\nDividends. On December 3, 2020, we announced that our board of directors approved an increased quarterly cash dividend of $0.31 per share for the first quarter of 2021. The dividend was paid on January 12, 2021 to our common stockholders of record as of the close of business on December 15, 2020.\nTrends and Uncertainties\nCOVID-19 Pandemic. Beginning in the latter half of March 2020,", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 933036_2020.htm (CIK: 933036, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01544", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data\nWe derived the selected statements of operations data for the years ended December 31, 2020, 2019 and 2018 and the balance sheets data as of December 31, 2020 and 2019 from our audited financial statements appearing elsewhere in this Annual Report on Form 10-K. The balance sheet data as of December 31, 2018 is derived from our audited financial statements which is not included herein. You should read this data together with our audited financial statements and related notes thereto included elsewhere in this and the information under the caption \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\u201d The selected financial data included in this section are not intended to replace the audited financial statements and related notes thereto included elsewhere in this Annual Report on Form 10-K. Our historical results are not necessarily indicative of our future results.\nStatements of Operations Data:\nBalance Sheets Data:\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1397702_2020.htm (CIK: 1397702, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01545", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nIn the normal course of business, our subsidiaries are party to financial instruments that are subject to market risks arising from changes in commodity prices, interest rates, foreign currency exchange rates, and derivative instruments. Our use of derivative instruments is very limited and we do not enter into derivative instruments for trading purposes. The following analysis provides quantitative information regarding our exposure to financial instruments with market risks. We use a sensitivity model to evaluate the fair value or cash flows of financial instruments with exposure to market risk that assumes instantaneous, parallel shifts in exchange rates and interest rate yield curves. There are certain limitations inherent in the sensitivity analysis presented, primarily due to the assumption that exchange rates change in a parallel manner and that interest rates change instantaneously. In addition, the fair value estimates presented herein are based on pertinent information available to us as of December 31, 2020. Further information is included in Item 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 225648_2020.htm (CIK: 225648, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01546", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\n_______________________________________________________________________________\n(1)New insurance written (\"NIW\") includes NIW on a flow basis (in which loans are insured in individual, loan-by-loan transactions) and bulk insurance that we write (in which each loan in a portfolio of loans is insured in a single transaction).\n(2)Loss ratio is calculated by dividing the provision for losses and loss adjustment expenses (\"LAE\") by net premiums earned.\n(3)Expense ratio is calculated by dividing other underwriting and operating expenses by net premiums earned.\n(4)Combined statutory capital equals the sum of statutory capital of Essent Guaranty, Inc. plus Essent Guaranty of PA, Inc., after eliminating the impact of intercompany transactions. Statutory capital is computed based on accounting practices prescribed or permitted by the Pennsylvania Insurance Department and the National Association of Insurance Commissioners Accounting Practices and Procedures Manual.\n(5)Combined risk-to-capital ratio equals the sum of net risk in force of Essent Guaranty, Inc. and Essent Guaranty of PA, Inc. divided by combined statutory capital.\n(6)Net risk in force represents total risk in force, net of reinsurance ceded and net of exposures on policies for which loss reserves have been established.\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1448893_2020.htm (CIK: 1448893, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01547", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk\nMarket risk represents the exposure to unanticipated changes in net interest earnings or loss due to changes in the market value of assets and liabilities as a result of fluctuations in interest rates. As a financial institution, our primary market risk is interest rate risk. Interest rate risk is the risk to earnings and value arising from volatility in market interest rates. Interest rate risk arises from timing differences in the repricings and maturities of interest-earning assets and interest-bearing liabilities (repricing risk), changes in the expected maturities of assets and liabilities arising from embedded options, such as borrowers\u2019 ability to prepay loans at any time and depositors\u2019 ability to redeem certificates of deposit before maturity (option risk), changes in the shape of the yield curve where interest rates increase or decrease in a nonparallel fashion (yield curve risk), and changes in spread relationships between different yield curves, such as U.S. Treasuries and LIBOR (basis risk).\nWe manage market risk though our Asset Liability Council (\"ALCO\") which is comprised of senior management who are responsible for ensuring that board approved strategies, policy limits, and procedures for managing interest rate risk are appropriately executed within the designated lines of authority and responsibility. The ALCO meets monthly\nto review, among other things, the composition of our assets and liabilities, the sensitivity of our assets and liabilities to interest rate changes, our actual and forecasted liquidity position, investment activity and our interest rate hedging transactions. The ALCO reports regularly to our board of directors. Our board reviews all policies impacting asset and liability management and establishes risk tolerance limits for business operations on at least an annual basis.\nInterest rate risk management is an active process that encompasses monitoring loan and deposit flows complemented by investment and funding activities. Effective management of interest rate risk begins with understanding the dynamic characteristics of assets and liabilities and determining the appropriate interest rate risk posture given business forecasts, management objectives, market expectations, and policy constraints. In recognition of this, we actively manage our assets and liabilities to maximize our net interest income and return on equity, while managing our risk exposure and maintaining adequate liquidity and capital positions.\nGiven the nature of our loan and deposit activities, we are liability sensitive to volatility in interest rates. A liability sensitive position refers to a balance sheet position in which an increase in short-term interest rates is expected to generate lower net interest income, as rates paid on our interest-bearing liabilities would reprice upward more quickly than rates earned on our interest-earning assets, thus compressing our net interest margin. Conversely, an asset sensitive position refers to a balance sheet position in which an increase in short-term interest rates is expected to generate higher net interest income, as rates earned on our interest-earning assets would reprice upward more quickly than rates paid on our interest-bearing liabilities, thus expanding net interest margin.\nWe use two primary modeling techniques to assess our exposure to interest rates that simulate the earnings and valuation effects of variations in interest rates: Net Interest Income at Risk (\"NII at Risk\") and the Economic Value of Equity (\"EVE\"). These models require that we use numerous assumptions, including asset and liability pricing and repricing, future growth, prepayment rates, non-maturity deposit sensitivity and decay rates. These assumptions are inherently uncertain and, as a result, the models cannot precisely predict the fluctuations in market interest rates or precisely measure the impact of future changes in interest ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1475348_2020.htm (CIK: 1475348, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01548", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nThe following discussion, which presents our results, should be read in conjunction with the accompanying consolidated financial statements and notes thereto, along with Item 1A. Risk Factors and \u201cCautionary Statement Concerning Forward-Looking Statements\u201d preceding Item 1 of this report. In addition, a detailed discussion of the 2019 year-over-year changes from 2018 can be found in Item 7 in our Annual Report on Form 10-K for the year ended December 31, 2019 and is hereby incorporated by reference into this Annual Report on Form 10-K. The following discussion reflects 2020 (current year) results compared to 2019 (prior year), unless otherwise noted.\nOur Business\nWe are a leading heavy building materials supplier of aggregates and ready-mixed concrete in select geographic markets in the United States, the U.S. Virgin Islands and Canada. We operate through two primary segments, which are ready-mixed concrete and aggregate products.\nReady-mixed concrete. Our ready-mixed concrete segment (which represented 85.0% of our revenue in 2020) engages principally in the formulation, production and delivery of ready-mixed concrete to our customers\u2019 job sites. We provide our ready-mixed concrete from our operations in Texas, New Jersey, New York City, Washington, D.C., Philadelphia, Northern California, Oklahoma and the U.S. Virgin Islands.\nAggregate products. Our aggregate products segment (which represented 11.1% of our revenue, excluding $64.2 million of intersegment sales) produces crushed stone, sand and gravel from 20 aggregates facilities located in British Columbia, Canada, Texas, Oklahoma, New Jersey, New York, and the U.S. Virgin Islands. We sell aggregates for use in commercial, industrial and public works projects, as well as consume them internally in the production of ready-mixed concrete. We produced approximately 13.7 million tons of aggregates in 2020, with British Columbia, Canada representing 39%, Texas and Oklahoma representing 32%, New Jersey and New York representing 27% and the U.S. Virgin Islands representing 2% of the total production. During 2020, we consumed 34% of our aggregate production internally and sold 66% to third-party customers. We believe our aggregates reserves provide us with additional raw materials sourcing flexibility and supply availability.\nOverview\nThe geographic markets for our products are generally local, except for our Canadian aggregate products operation, Polaris, which primarily serves markets in California. Our operating results are subject to fluctuations in the level and mix of construction activity that occur in our markets. The level of activity affects the demand for our products, while the product mix of activity among the various segments of the construction industry affects both our relative competitive strengths and our operating margins. Commercial and industrial projects generally provide more opportunities to sell value-added products that are designed to meet the high-performance requirements of those types of projects.\nOur customers are generally involved in the construction industry, which is a cyclical business and is subject to general and more localized economic conditions. In addition, our business is impacted by seasonal variations in weather conditions, which vary by regional market. Accordingly, because of inclement weather, demand for our products and services during the winter months are typically lower than in other months of the year. Also, sustained periods of inclement weather and other adverse weather conditions could cause the delay of construction projects during other times of the year.\nOur ready-mixed concrete sales volume decreased 10.2% to 8.2 million cubic yards and generated revenue of $1.2 billion. Ready-mixed concrete sales volume was down primarily due to delayed projects and regional demand, which were both heavily impacted by the COVID-19 pandemic in 20", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1073429_2020.htm (CIK: 1073429, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01549", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data\nSelected Historical Consolidated Financial Data\nThe following tables present certain selected historical consolidated financial information as of and for each of the years in the five-year period ended December 31, 2020. The selected historical consolidated financial data as of and for the years ended December 31, 2020, 2019, 2018, 2017 and 2016 are derived from our historical audited Consolidated Financial Statements. The selected historical data related to the balance sheet information for December 31, 2020 and 2019 and the statement of operations information for the years ended December 31, 2020, 2019 and 2018 are included in this Form 10-K. The selected historical data related to the balance sheet information for December 31, 2018, 2017 and 2016 and statement of operations information for the years ended December 31, 2017 and 2016 are not included in this Form 10-K.\nThe selected historical consolidated financial data presented below should be read in conjunction with \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d and our historical Consolidated Financial Statements and the accompanying Notes thereto included elsewhere in this Annual Report. For the periods presented, our business was wholly owned by Honeywell through October 1, 2016. The financial information included herein may not necessarily reflect our financial position, results of operations and cash flows in the future or what our financial position, results of operations and cash flows would have been\nhad we been an independent, publicly-traded company during the periods presented prior to October 1, 2016. In addition, our historical consolidated financial information does not reflect changes as a result of our separation from Honeywell, including changes in the financing, operations, cost structure and personnel needs of our business. Further, the historical consolidated financial information includes allocations of certain Honeywell corporate expenses to the historical Consolidated Financial Statements. We believe the assumptions and methodologies underlying the allocation of these expenses are reasonable. However, such expenses may not be indicative of the actual level of expenses that we would have incurred if we had operated as an independent, publicly-traded company or of the costs expected to be incurred in the future.\n(1) On October 1, 2016, the date of consummation of the Spin-Off, 30,482,966 shares of the Company\u2019s common stock were distributed to Honeywell stockholders of record as of September 16, 2016. Basic and Diluted Earnings Per Share (\"EPS\") for all periods prior to the Spin-Off reflect the number of distributed shares, or 30,482,966 shares. These shares were treated as issued and outstanding from January 1, 2016 for purposes of calculating historical Basic and Diluted EPS. No dividends have been paid by the Company from October 1, 2016 through December 31, 2020.\n(2) Reflects a net tax benefit of $53,424 primarily related to the reduction in the federal corporate tax rate to 21% pursuant to the Tax Cuts and Jobs Act.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: tax rate, tax benefit. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01550", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation.\nThe information required by this item will be set forth in our Proxy Statement and is incorporated herein by reference.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1698530_2020.htm (CIK: 1698530, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01551", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. TRUSTEE'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.\nOn March 11, 2020 the World Health Organization declared the novel strain of coronavirus (COVID-19) a global pandemic and recommended containment and mitigation measures worldwide. COVID-19 has significantly impacted coal mines, resulting in shutdowns and fewer tons of coal being produced. The Trust cannot reasonably estimate the length or severity of this pandemic, and while COVID-19 has negatively impacted the Trust\u2019s financial results for 2020, the Trust currently cannot anticipate the impact on its financial results or results of operations for fiscal 2021.\nDistributable income is the total amount of net royalty and overriding royalty payments received from the various mines increased by the amount of interest earned and any other amounts received by the Trust and decreased by the amount of trust expenses. During 2020, royalty income decreased by $136,818, or 11.6%, to $1,047,086 in 2020 from $1,183,904 in 2019, and distributable income also decreased by 14.5% to $857,268 in 2020 from $1,002,915 in 2019. These decreases were largely attributable to the lack of production at the Spring Creek Mine and decreased coal production at certain Decker Mines together with the recent bankruptcy filing of the owner of the Decker Mine in December 2020, which resulted in the Trust not receiving a royalty payment in the fourth quarter 2020.\nThe following schedule reflects the royalty and overriding royalty payments received by the Trust in respect of leases at the following mines:\nDecker Mine. The amount of royalties and overriding royalties received by the Trust with respect to the Decker Mine decreased to $1,037,086 in 2020 from $1,173,904 in 2019, a decrease of $136,818, or 11.6%. This change resulted from fewer tons of coal produced as well as fluctuations in coal price and from the delay of the fourth quarter royalty payment. There is only one lease at the Decker Mine that is actively producing at this time.\nIn December 2020, Lighthouse Resources, Inc., the owner of the Decker Mine, filed for Chapter 11 bankruptcy, in the United States Bankruptcy Court for the District of Delaware (Case No. 20-13056(JTD)). Lighthouse has reduced operations at the Decker Mine with plans for continued reductions. In March 2021, the Decker Mine ceased operations. The Trust is actively monitoring the bankruptcy filings, and is an unsecured creditor in the bankruptcy case. In light of the pending bankruptcy, the Trust is currently uncertain whether it will receive additional royalty payments from the Decker Mine or the status of its interest in the royalty leases.\nSpring Creek Mine. The amount of royalties and overriding royalties received by the Trust with respect to the Spring Creek Mine remained consistent at $10,000 in 2020 and 2019. This Mine had no production for 2020 or 2019, and the $10,000 payment is a prepayment required under the applicable agreement. Historically, the prepayment amount was $50,000 each year; however, due to the financial struggles of the coal operator and the lack of mining activities, the parties reduced the prepayment amount in 2019 to $10,000. In addition, for the past several years, a general decrease in the amount of coal produced at the Spring Creek Mine has impacted the amount of royalties paid to the Trust. The Trust anticipates that the amount of coal will continue to decrease as the mine operator notified the Trust that this mine is being depleted, and that the operator is moving into other areas of the mine, which are not subject to the terms of the Trust's lease. Further, Cloud Peak sold its assets to Navajo Transitional Energy Company (\u201cNTEC\u201d) in October 2019, after NTEC successfully bid to assume ownership of the mines through an auction conducted by the bankruptcy court. NTEC is wholly owned by the Navajo Nation. Since the transition to NTEC, the Mine shut down briefly and has continued to have operational issues which a", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 711477_2020.htm (CIK: 711477, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01552", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nMANAGEMENT REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING\nManagement is responsible for establishing and maintaining adequate internal control over financial reporting for The Lincoln National Life Insurance Company to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of the consolidated financial statements for external purposes in accordance with United States of America generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with United States of America generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the consolidated financial statements.\nBecause of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of internal control over financial reporting effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.\nManagement assessed our internal control over financial reporting as of December 31, 2020, the end of our fiscal year. Management based its assessment on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Management\u2019s assessment included evaluation of such elements as the design and operating effectiveness of key financial reporting controls, process documentation, accounting policies, and our overall control environment.\nBased on the assessment, management has concluded that our internal control over financial reporting was effective as of the end of the fiscal year to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external reporting purposes in accordance with United States of America generally accepted accounting principles.\nThis Annual Report does not include an attestation report of the Company\u2019s registered public accounting firm, Ernst & Young LLP, regarding the effectiveness of our internal control over financial reporting. Management\u2019s report was not subject to attestation by the Company\u2019s registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only a management report in this Annual Report.\n\u200e\nReport of Independent Registered Public Accounting Firm\nTo the Stockholder and the Board of Directors of The Lincoln National Life Insurance Company\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheets of The Lincoln National Life Insurance Company (the Company) as of December 31, 2020 and 2019, and the related consolidated statements of comprehensive income (loss), stockholder\u2019s equity and cash flows for each of the three years in the period ended December 31, 2020, and the related notes and financial statement schedules listed in the Index at Item 15(a)(2)(collectively referred to as the \u201cconsolidated financial statements\u201d). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2020 and 2019, and the results of its operations and its cash flows", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 726865_2020.htm (CIK: 726865, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01553", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data.\nThe following table presents selected consolidated financial data for the last five fiscal years.\n(a) The increases in income/(loss), income/(loss) attributable to common shareholders, and basic and diluted income/(loss) per common share in 2017 compared to 2016 were primarily driven by the Tax Cuts and Jobs Act (\u201cU.S. Tax Reform\u201d), which was enacted in December 2017. See Note 10, Income Taxes, in Item 8, Financial Statements and Supplementary Data, in our Annual Report on Form 10-K for the year ended December 28, 2019 for additional information.\n(b) The decreases in income/(loss), income/(loss) attributable to common shareholders, and basic and diluted income/(loss) per common share in 2018 compared to 2017, and the decrease in total assets from December 30, 2017 to December 29, 2018, were primarily driven by non-cash impairment losses in 2018. See Note 9, Goodwill and Intangible Assets, in Item 8, Financial Statements and Supplementary Data, in our Annual Report on Form 10-K for the year ended December 28, 2019 for additional information.\n(c) The increases in income/(loss), income/(loss) attributable to common shareholders, and basic and diluted income/(loss) per common share in 2019 compared to 2018 were primarily driven by lower non-cash impairment losses in 2019. See Note 9, Goodwill and Intangible Assets, in Item 8, Financial Statements and Supplementary Data, for additional information.\n(d) The decreases in income/(loss), income/(loss) attributable to common shareholders, and basic and diluted income/(loss) per common share in 2020 compared to 2019 were primarily driven by higher non-cash impairment losses in 2020. See Note 9, Goodwill and Intangible Assets, in Item 8, Financial Statements and Supplementary Data, for additional information.\n(e) Amounts exclude the current portion of long-term debt.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax reform. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01554", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data.\nOur historical consolidated balance sheet data at December 31, 2020 and 2019 and our consolidated statement of operations data for the years ended December 31, 2020, 2019 and 2018 have been derived from our historical consolidated financial statements included elsewhere in this Annual Report. The following table shows our selected historical financial data for the periods indicated. You should read our selected historical financial data, together with the notes thereto, in conjunction with the more detailed information contained in our consolidated financial statements and related notes and \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d included in this Annual Report. The insurance segment\u2019s operating results and assets and liabilities that were sold on June 30, 2020 are presented as discontinued operations for all periods presented in the following table. The operations acquired in the BORO Acquisition are included in our operating results beginning August 1, 2018 (dollars in thousands, except per share data and weighted average shares outstanding).\n(1)Dividend payout ratio is defined as cash dividends declared per common share divided by basic earnings per common share.\n(2)Noted measures are typically used for measuring the performance of banking and financial institutions.\n(3)Ratios and financial data presented on a consolidated basis and includes discontinued operations and those assets and liabilities classified as discontinued.\n(4)Noted measures during 2017 include estimated non-cash, non-recurring charges to Hilltop consolidated and banking segment results of $28.4 million and $25.7 million, respectively, primarily attributable to the revaluation of deferred tax assets as a result of the enactment of the Tax Cuts and Jobs Act of 2017 (\u201cthe Tax Legislation\u201d). Deferred tax asset amounts recorded in December 2017 following enactment of the Tax Legislation were final as of September 30, 2018.\n(5)Net interest margin is defined as net interest income divided by average interest-earning assets.\n(6)Net interest margin (taxable equivalent), a non-GAAP measure, is defined as taxable equivalent net interest income divided by average interest-earning assets. Taxable equivalent adjustments are based on a 21% federal income tax rate for 2020, 2019 and 2018 periods presented and 35% federal income tax rate for 2017 and 2016 periods presented. The interest income earned on certain earning assets is completely or partially exempt from federal income tax. As such, these tax-exempt instruments typically yield lower returns than taxable investments. To provide more meaningful comparisons of net interest margins for all earning assets, we use net interest income on a taxable-equivalent basis in calculating net interest margin by increasing the interest income earned on tax-exempt assets to make it fully equivalent to interest income earned on taxable investments. For the periods presented, the taxable equivalent adjustments to interest income for Hilltop consolidated were $1.2 million, $0.6 million, $0.9 million, $2.2 million and $2.4 million, respectively, and for the banking segment were $0.8 million, $0.6 million, $0.8 million, $1.6 million and $1.5 million, respectively.\n(7)Efficiency ratio is defined as noninterest expenses divided by the sum of total noninterest income and net interest income for the year.\n(8)Net revenue is defined as the sum of total broker-dealer net interest income plus total broker-dealer noninterest income.\nGAAP Reconciliation and Management\u2019s Explanation of Non-GAAP Financial Measures\nWe present certain measures in our selected financial data that are not measures of financial performance recognized by GAAP. \u201cTangible book value per common share\u201d is defined as our total stockholders\u2019 equity, excluding preferred stock, reduced by goodwill and other intangible assets, divided by total common shares outstanding. \u201cTangible common equity to tan", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, deferred tax, tax rate. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01555", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A.\nRISK FACTORS\nRisk Factors Summary\nThe summary of risks below provides an overview of the principal risks we are exposed to in the normal course of our business activities:\n\u2022\nOur business is highly regulated, and if we fail to comply with applicable laws, regulations, rules and guidance, our business could be adversely affected.\n\u2022\nThe lending and financing industry continues to be targeted by new laws or regulations in many jurisdictions that could restrict the lending and financing products and services we offer, impose additional compliance costs on us, render our current operations unprofitable or even prohibit our current operations.\n\u2022\nThe CFPB has examination authority over our U.S. consumer lending business that could have a significant impact on our U.S. business.\n\u2022\nWe are subject to a Consent Order issued by the CFPB, and any noncompliance could materially adversely affect our business.\n\u2022\nSignificant changes in international laws or regulations or a deterioration of the political, regulatory or economic environment of Brazil, or any other country in which we begin operations, could affect our operations in these countries.\n\u2022\nThe COVID-19 pandemic has negatively impacted our operations and financial results. The ultimate extent of the impact on our business, financial position, results of operations, liquidity, and prospects is uncertain.\n\u2022\nOur access to payment processing systems to disburse and collect loan and financing proceeds and repayments, including the Automated Clearing House, is critical to our business, and any interruption or limitation on our ability to utilize any of the available means of processing deposits or payments could materially adversely affect our business.\n\u2022\nThe failure to comply with debt collection regulations could subject us to fines and other liabilities, which could harm our reputation and business.\n\u2022\nWe use lead providers and marketing affiliates to assist us in obtaining new customers, and if lead providers or marketing affiliates do not comply with an increasing number of applicable laws and regulations, or if our ability to use such lead providers or marketing affiliates is otherwise impaired, it could adversely affect our business.\n\u2022\nThe use of personal data for credit underwriting is highly regulated.\n\u2022\nNegative public perception of our business could cause demand for our products to significantly decrease.\n\u2022\nControl of the Congress and the executive branch of the U.S. government could have a significant impact on financial services legislation passed in Congress and signed into law.\n\u2022\nCurrent and future litigation or regulatory proceedings could have a material adverse effect on our business, prospects, results of operations, financial condition and cash flows.\n\u2022\nJudicial decisions, CFPB rulemaking or amendments to the Federal Arbitration Act could render the arbitration agreements we use illegal or unenforceable.\n\u2022\nIn some circumstances, federal preemption and application of an out-of-state choice of law provision will not, or may not, be available for the benefit of certain non-bank purchasers of loans to defend against a state law claim of usury.\n\u2022\nThe failure of third parties who provide products, services or support to us to maintain their products, services or support could disrupt our operations or result in a loss of revenue.\n\u2022\nOur business depends on the uninterrupted operation of our systems and business functions, including our information technology and other business systems, as well as the ability of such systems to support compliance with applicable legal and regulatory requirements.\n\u2022\nDecreased demand for our products and specialty financial services and our failure to adapt to such decrease could result in a loss of revenue and could have a material adverse effect on us.\n\u2022\nThe determination of the fair values of the Company\u2019s loan and finance receivables portfolio involves unobservable inputs that can be highly subjective and may prove to be materially dif", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1529864_2020.htm (CIK: 1529864, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01556", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nThe information required by Item 11 is incorporated herein by reference to the sections labeled \"Compensation Discussion and Analysis,\" \"Compensation Committee Report,\" \"Compensation Committee Interlocks and Insider Participation,\" \"Executive Compensation,\" and \"Non-Employee Director Compensation,\" all of which will appear in our definitive proxy statement for our 2020 Annual Meeting of Stockholders.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1409171_2020.htm (CIK: 1409171, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01557", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7 MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.\nThe financial data referred to in the following discussion and analysis is derived from our audited financial statements for the fiscal years ended December 31, 2020 and 2019, which are included in this Annual Report. These financial statements have been prepared and presented in accordance with generally accepted accounting principles (GAAP) in the United States. The following discussion and analysis of our financial data is only a summary and you should read and consider it in conjunction with our financial statements and their related notes. This discussion contains forward-looking statements reflecting our current expectations that involve risks and uncertainties. Our actual results and the timing of events may differ materially from those contained in our forward-looking statements due to a number of factors, including those discussed in the section entitled \u201cRisk Factors\u201d and elsewhere in this Annual Report on Form 10-K.\nOverview\nWe have developed and commercialized a proprietary cloud-based marketing and sales enablement software platform. Our innovative Fision platform integrates, streamlines and automates the use of many marketing and sales resources and communications of a company in order to bridge the significant gap typically existing between marketing and sales personnel, which gap inhibits the speed and effectiveness of targeting and reaching the customer base of a company. Our unique software solutions supported by their cloud-based delivery are readily scalable to adapt seamlessly to any rapid business growth of our existing or potential customers, regardless of their size.\nFision automated software enables the marketing department of our customers to easily and quickly create and implement professional marketing campaigns and other presentations for distribution to and support of sales force personnel regardless of their location. Use of our software reduces substantially the time and cost incurred by our customers for their marketing functions and activities, while still emphasizing, protecting and enhancing their valuable brand assets. Our current and targeted customer base is global and ranges across diverse industries and companies of all sizes, particularly those companies selling familiar branded products or services.\nOur Fision software platform offers three major benefits to our customers, (i) accelerating their revenues, (ii) improving and protecting their marketing and brand effectiveness, and (iii) reducing significantly their marketing and sales costs.\nRevenue Model\nOur revenue model is primarily based on prescribed software licensing fees received by us on a regular monthly basis from customers which are under written licensing agreements with us. Because of the long-term nature and the substantial expense commitment required by each new customer to enter into a binding licensing agreement with us, the sales cycle involved in our revenue model is quite lengthy. Accordingly, the unpredictable and different timing involved from customer to customer to procure our licensing contracts has prevented us from receiving consistent overall revenues or accurately forecasting our future revenue stream.\nWe generate our revenues primarily from recurring monthly payments from customers having a license from one to three years to access and use our proprietary marketing software platform, which payments include fees based on actual use of the Fision platform. We also receive from each new customer a prescribed one-time set-up and integration fee payable to us at the outset of the license. And we receive certain secondary fees from time to time for customized software development projects, and for processing emails for certain customers.\nMarketing Model\nWe have marketed and licensed our proprietary software products primarily through direct sales by our management and other in-house personnel, and also secondarily throu", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1487931_2020.htm (CIK: 1487931, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01558", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.\nAs a \u201csmaller reporting company\u201d, we are not required to provide this information.\nITEM 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1625288_2020.htm (CIK: 1625288, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01559", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nInformation relating to our executive compensation is set forth under the caption \u201cExecutive Compensation\u201d of our 2021 Proxy Statement. Such information is incorporated herein by reference.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 797465_2020.htm (CIK: 797465, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01560", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nPRUCO LIFE INSURANCE COMPANY OF NEW JERSEY\nFINANCIAL STATEMENTS INDEX\nManagement\u2019s Annual Report on Internal Control Over Financial Reporting\nManagement of Pruco Life Insurance Company of New Jersey (the \u201cCompany\u201d) is responsible for establishing and maintaining adequate internal control over financial reporting. Management conducted an assessment of the effectiveness, as of December 31, 2020, of the Company\u2019s internal control over financial reporting, based on the framework established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (\u201cCOSO\u201d). Based on our assessment under that framework, management concluded that the Company\u2019s internal control over financial reporting was effective as of December 31, 2020.\nOur internal control over financial reporting is a process designed by or under the supervision of our principal executive and principal financial officers to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and the directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company\u2019s assets that could have a material effect on our financial statements.\nBecause of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.\nThis Annual Report does not include an attestation report of the Company\u2019s registered public accounting firm, PricewaterhouseCoopers LLP, regarding the internal control over financial reporting. Management\u2019s report was not subject to attestation by the Company\u2019s registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management\u2019s report in this Annual Report.\nMarch 19, 2021\nReport of Independent Registered Public Accounting Firm\nTo the Board of Directors and Stockholder of Pruco Life Insurance Company of New Jersey\nOpinion on the Financial Statements\nWe have audited the accompanying statements of financial position of Pruco Life Insurance Company of New Jersey (the \"Company\") as of December 31, 2020 and 2019, and the related statements of operations and comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2020 including the related notes and financial statement schedule listed in the index appearing under Item 15(a)(2) (collectively referred to as the \u201cfinancial statements\u201d). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019 and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020 in conformity with accounting principles generally accepted in the United States of America.\nChanges in Accounting Principles\nAs discussed in Note 2 to the financial statements, the Company changed the manner in which it accounts for credit losses on certain financ", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1038509_2020.htm (CIK: 1038509, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01561", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nAs the Company is a \u201csmaller reporting company,\u201d this item is inapplicable.\nITEM 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1588014_2020.htm (CIK: 1588014, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01562", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nThe information required by this Item is incorporated by reference to our definitive proxy statement for the Annual Meeting of Stockholders to be filed within 120 days from December 31, 2020.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1515156_2020.htm (CIK: 1515156, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01563", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data\nWe are a smaller reporting company as defined by Rule 12-b-2 of the Exchange Act and are not required to provide the information required under this Item.\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 922521_2020.htm (CIK: 922521, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01564", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\nThis item is no longer required as we have elected to early adopt the changes to Item 301 of Regulation S-K contained in SEC Release No. 33-10890.\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1783400_2020.htm (CIK: 1783400, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01565", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nThe following discussion and analysis should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K. This discussion and analysis also contains forward-looking statements and should be read in conjunction with the disclosures and information contained in \u201cForward-Looking and Cautionary Statements\u201d and Item 1A. \u201cRisk Factors\u201d in this Annual Report on Form 10-K.\nThrough this discussion and analysis, we intend to provide the reader with some narrative context for how our management views our consolidated financial statements, additional context within which to assess our operating results, and information on the quality and variability of our earnings, liquidity and cash flows.\nImpact of COVID-19 on Sallie Mae\nDuring the first quarter of 2020, the outbreak of coronavirus 2019 or COVID-19 (\u201cCOVID-19\u201d) began to spread worldwide and has caused significant disruptions to the U.S. and world economies. On March 11, 2020, the World Health Organization declared the COVID-19 outbreak to be a pandemic. On March 13, 2020, then President Trump declared a national emergency, which made federal funds available to respond to the crisis. Beginning on March 15, 2020, many businesses closed or reduced hours throughout the U.S. to combat the spread of COVID-19. All 50 states have reported cases of COVID-19 and each has implemented various containment efforts, including lockdowns on non-essential businesses. Early in the second quarter of 2020, severe restrictions were placed on businesses to slow the growth of COVID-19 infections. Many shut down, causing the unemployment rate to increase dramatically, while others instituted a work from home regime. In response, we offered disaster forbearance to those customers who contacted us and were negatively affected by COVID-19. As the second quarter of 2020 concluded, the country experienced a significant spike in COVID-19 infections as more people left homes for work and other activities. During the third quarter of 2020, economic and consumer trends appeared to be slightly improving and progress was made on vaccine trials and possible treatments to mitigate the spread of the virus. The fourth quarter of 2020 saw a rapid economic recovery from the initial onset of the COVID-19 pandemic. Concurrently, a significant spike in COVID-19 infections during the fourth quarter, and the continued threat of a surge in virus cases nationally, posed a renewed threat to the economic recovery. However, at the end of the fourth quarter, the rollout of new vaccines and the ratification of the Consolidated Appropriations Act, 2021 (the \u201cCAA\u201d), which provides for additional COVID-19 focused relief and extends certain provisions of the CARES Act (which was signed into law on March 27, 2020 by then President Trump), contributed to a more positive long-term outlook. In addition, the new Biden administration, which has control of both houses of the U.S. Congress, has proposed additional economic stimulus in early 2021.\nThe impact of COVID-19 is felt by our colleagues, our customers, and our communities. In response to COVID-19, we implemented efforts to safeguard our team members and enabled a remote work environment. In addition, we have taken steps to help our customers in this time of crisis. Further, The Sallie Mae Fund, our charitable arm, has made contributions to assist in our hometown communities. The following discussion highlights how we are responding and the expected impacts of COVID-19 on our business.\nThe COVID-19 crisis is unprecedented and has had a significant impact on the economic environment globally and in the U.S. While we have highlighted below how we have responded to the pandemic and described its financial impact, there is a significant amount of uncertainty as to the length and breadth of the impact to the U.S. economy and, con", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1032033_2020.htm (CIK: 1032033, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01566", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements\nQCR HOLDINGS, INC.\nIndex to Consolidated Financial Statements\nReport of Independent Registered Public Accounting Firm\nFinancial Statements\nConsolidated Balance Sheets as of December 31, 2020 and 2019\nConsolidated Statements of Income for the years ended December 31, 2020, 2019, and 2018\nConsolidated Statements of Comprehensive Income for the years ended December 31, 2020, 2019, and 2018\nConsolidated Statements of Changes in Stockholders\u2019 Equity for the years ended December 31, 2020, 2019, and 2018\nConsolidated Statements of Cash Flows for the years ended December 31, 2020, 2019, and 2018\nNotes to Consolidated Financial Statements:\n\u25cf Note 1: Nature of Business and Significant Accounting Policies\n\u25cf Note 2: Sales/Mergers/Acquisitions\n\u25cf Note 3: Investment Securities\n\u25cf Note 4: Loans/Leases Receivable\n\u25cf Note 5: Premises and Equipment\n\u25cf Note 6: Goodwill and Intangibles\n\u25cf Note 7: Derivatives and Hedging Activities\n\u25cf Note 8: Deposits\n\u25cf Note 9: Short-Term Borrowings\n\u25cf Note 10: FHLB Advances\n\u25cf Note 11: Other Borrowings and Unused Lines of Credit\n\u25cf Note 12: Subordinated Notes\n\u25cf Note 13: Junior Subordinated Debentures\n\u25cf Note 14: Federal and State Income Taxes\n\u25cf Note 15: Employee Benefit Plans\n\u25cf Note 16: Stock-Based Compensation\n\u25cf Note 17: Regulatory Capital Requirements and Restrictions on Dividends\n\u25cf Note 18: Earnings Per Share\n\u25cf Note 19: Commitments and Contingencies\n\u25cf Note 20: Quarterly Results of Operations (Unaudited)\n\u25cf Note 21: Parent Company Only Financial Statements\n\u25cf Note 22: Fair Value\n\u25cf Note 23: Business Segment Information\nReport of Independent Registered Public Accounting Firm\nTo the Stockholders and the Board of Directors of QCR Holdings, Inc.\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheets of QCR Holdings, Inc. and its subsidiaries (the Company) as of December 31, 2020 and 2019, the related consolidated statements of income, comprehensive income, changes in stockholders' equity and cash flows for each of the three years in the period ended December 31, 2020, and the related notes to the consolidated financial statements (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.\nWe have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013, and our report dated March 12, 2021 expressed an unqualified opinion on the effectiveness of the Company's internal control over financial reporting.\nBasis for Opinion\nThese financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. ", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 906465_2020.htm (CIK: 906465, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01567", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nOur business involves significant risks. In addition to the risks and uncertainties discussed above under \u201cCautionary Note Regarding Forward-Looking Statements,\u201d you should carefully consider the specific risks set forth herein. If any of these risks actually occur, it may materially harm our business, financial condition, liquidity and results of operations. As a result, the market price of our securities could decline, and you could lose all or part of your investment. Additionally, the risks and uncertainties described in this Annual Report on Form 10-K or in any document incorporated by reference herein are not the only risks and uncertainties that we face. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may become material and adversely affect our business.\nUnless the context requires otherwise, \u201cwe,\u201d \u201cus,\u201d \u201cour,\u201d \u201cRepay\u201d and the \u201cCompany\u201d refer to the business of Repay Holdings Corporation and its subsidiaries. In the sections of the Risk Factors entitled \u201cRisks Related to Our Ownership Structure\u201d and \u201cRisks Related to Our Class A Common Stock,\u201d \u201cwe,\u201d us\u201d and \u201cour\u201d refer only to Repay Holdings Corporation excluding, unless the context requires otherwise or as expressly stated, its subsidiaries.\nRisks Related to Our Business\nThe continued impact of the COVID-19 outbreak and the measures implemented to mitigate the spread of the virus on our business, results of operations and financial condition will depend on future developments, which are highly uncertain and largely without precedent.\nWe continue to face various risks related to the outbreak of a novel strain of coronavirus (COVID-19), which the World Health Organization declared a global pandemic in March 2020. The COVID-19 pandemic and the mitigation efforts by governments and other parties to attempt to control its spread have adversely impacted the U.S. and global economy, leading to reduced consumer and business spending, reduced economic activity and disruptions and volatility in the U.S. and\nglobal capital markets. We are diligently working to ensure that we can continue to operate with minimal disruption, mitigate the impact of the pandemic on our employees\u2019 health and safety, and address potential business interruptions on ourselves and our customers. However, we cannot assure you that we will continue to be successful in these efforts.\nAlthough we have experienced increased demand for some of our service offerings as a result of an accelerated shift to electronic payments, we believe that the COVID-19 pandemic, the mitigation efforts and the resulting economic impact have had, and may continue to have, an overall adverse effect on our business, results of operations and financial condition. The actual full effect (which could be material) cannot be reasonably estimated at this time, and it will depend on numerous evolving factors and future developments that we are not able to predict, including: the duration, spread and severity of the outbreak (including whether there are continued waves of infection); the nature, extent and effectiveness of mitigation measures; the extent and duration of the effect on the economy, unemployment, consumer confidence and consumer and business spending; and how quickly and to what extent normal economic and operating conditions can resume. We believe that the resulting financial impact on our business, results of operations and financial conditions will not be known for a significant period of time.\nThe effects of the COVID-19 pandemic, the mitigation efforts and the resulting economic impact on our business, results of operations and financial condition have included and may continue to include the following with respect to the key industry-oriented \u201cvertical\u201d markets that we serve:\n\u2022\nA decrease in the origination of personal or automotive loans and a decrease in payments (from delinquencies, defaults or otherwise) made in respect of existing obl", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1720592_2020.htm (CIK: 1720592, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01568", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nThe response to this item is included in Part IV, Item 15 of this Report.\nITEM 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 924822_2020.htm (CIK: 924822, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01569", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nNone of our officers or directors have received any cash compensation for services rendered to us. Our Sponsor, officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made by us to our Sponsor, officers, directors or our or any of their affiliates.\nAfter the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting, management or other compensation from the combined company. All compensation will be fully disclosed to stockholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our stockholders in connection with a proposed business combination. It is unlikely the amount of such compensation will be known at the time, because the directors of the post-combination business will be responsible for determining executive officer and director compensation. Any compensation to be paid to our officers after the completion of our initial business combination will be determined by a compensation committee constituted solely by independent directors.\nWe are not party to any agreements with our officers and directors that provide for benefits upon termination of employment. The existence or terms of any such employment or consulting arrangements may influence our management\u2019s motivation in identifying or selecting a target business, and we do not believe that the ability of our management to remain with us after the consummation of our initial business combination should be a determining factor in our decision to proceed with any potential business combination.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1826814_2020.htm (CIK: 1826814, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01570", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nThe information required under this Item regarding our executive compensation and our Compensation Committee Report is included under the caption \"Executive Compensation\" in our 2021 Proxy Statement and is incorporated herein by reference. The information required by this Item regarding Compensation Committee interlocks and insider participation is included under the caption \"Board of Directors,\" subheading \"Committees of the Board,\" subheading \"Compensation Committee,\" subpart \"Compensation Committee Interlocks and Insider Participation\" in our 2021 Proxy Statement and is incorporated herein by reference.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 101199_2020.htm (CIK: 101199, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01571", "source": "edgar", "source_license": "public_domain", "text": "Item 11 - Executive Compensation\nCompensation Committee Report\nThe Company's named executive officers are also named executive officers of Clearway, Inc., and the compensation of the named executive officers disclosed herein reflects total compensation for services with respect to Clearway, Inc. and all of its subsidiaries, including the Company. The Compensation Committee of the Board of Clearway, Inc. (the \u201cCompensation Committee\u201d) has reviewed and discussed the Compensation Discussion and Analysis included in this Annual Report on Form 10-K required by Item 402(b) of Regulation S-K with management and, based upon such review and discussion, the Compensation Committee has recommended to the Board that the Compensation Discussion and Analysis be included in this Annual Report on Form 10-K.\nCompensation Discussion and Analysis\nExecutive Summary\nExecutive Compensation Program\nClearway, Inc. is a publicly-traded energy infrastructure investor and owner of modern, sustainable and long-term contracted assets across North America. GIP, through its portfolio company, CEG, holds all of Clearway, Inc.\u2019s Class B common stock and Class D common stock, and thus has the majority voting interest in the Company. This Compensation Discussion and Analysis ( this \u201cCD&A\u201d) describes the philosophy, elements, implementation and results of the Clearway, Inc.'s 2020 executive compensation program as it applies to the executive team. As discussed above, Clearway, Inc.\u2019s named executive officers are also named executive officers of Clearway Energy LLC, and the compensation of the named executive officers (\u201cNEOs\u201d) discussed below reflects total compensation for services with respect to Clearway, Inc. and all of its subsidiaries, including Clearway Energy LLC. In this CD&A, the term \u201cCompany,\u201d as well as the terms \u201cour,\u201d \u201cwe,\u201d \u201cus\u201d or like terms, are used to refer to Clearway, Inc. and its consolidated subsidiaries, including Clearway Energy LLC and its consolidated subsidiaries.\nThe Compensation Committee\u2019s objectives are to design a simple yet competitive program, which is aligned with the interests of our stockholders. This program is designed to align short-term and long-term compensation with the Company\u2019s annual performance and 3-year total stockholder return (\u201cTSR\u201d), respectively. Our annual incentive program (\u201cAIP\u201d) is based on objective criteria that support the achievement of our short-term objectives, which we believe create long-term shareholder value. Our long-term incentives are comprised of 67% Relative Performance Stock Units (\u201cRPSUs\u201d), which vest based on relative TSR measured over 3 years and 33% Restricted Stock Units (\u201cRSUs\u201d), which vest based on continued service over 3 years. The program incorporates many best practices in compensation design, while being tailored to our business needs and compensation objectives.\nIn 2020, the Compensation Committee reviewed and did not modify its compensation philosophy behind the compensation program. Thus, NEO compensation continued to be delivered through a mix of (i) base salary, (ii) an annual incentive bonus opportunity under the AIP and (iii) long-term incentive compensation under our Amended and Restated 2013 Equity Incentive Plan (\u201cLTIP\u201d) in the form of RPSUs, and RSUs.\nAt our 2020 Annual Meeting of Stockholders, we received 99% support for our say on pay proposal. We believe these results demonstrate our stockholders support our pay practices and that our compensation program is aligned with their interests.\nKey Governance Features of Our Executive Compensation Program\nOur compensation program and practices incorporate several key governance features as highlighted in the table below.\nBusiness Strategy and Company Performance\nThe Company\u2019s primary business strategy is to focus on the acquisition and ownership of assets with predictable, long-term cash flows that allow the Company to increase the cash dividends paid to holders of the Company\u2019s Class A and Class C common stock over time w", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1637757_2020.htm (CIK: 1637757, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01572", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nThe risks summarized and detailed below are not the only risks facing us. Please be aware that additional risks and uncertainties not currently known to us or that we currently deem to be immaterial could also materially and adversely affect our business, results of operations, financial condition, cash flows, or prospects. You should also refer to the other information contained in our periodic reports, including the Cautionary Note Regarding Forward-Looking Statements, our consolidated financial statements and the related notes, and Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations for a further discussion of the risks, uncertainties, and assumptions relating to our business.\nRisk Factors Summary\nMaterial risks that may affect our business, operating results and financial condition include, but are not necessarily limited to, those relating to:\nRisks related to our business and industry\n\u25cfThe impact of the COVID-19 pandemic on our business;\n\u25cfOur ability to anticipate and respond to changing industry trends, changes in the competitive landscape, and the needs and preferences of our merchants and consumers;\n\u25cfThe effect of global economic, political, and other conditions on consumer, business, and government spending;\n\u25cfOur ability to protect our systems and data from continually evolving cybersecurity risks or other technological risks;\n\u25cfFailures in our processing systems due to software defects, undetected errors, computer viruses, and development delays;\n\u25cfDegradation of the quality of the products and services we offer, including support services;\n\u25cfRisks created by acquisitions;\n\u25cfContinued consolidation in the banking industry;\n\u25cfIncreased customer, referral partner, or sales partner attrition;\n\u25cfAny increase in chargebacks not paid by our merchants;\n\u25cfFailure to maintain or collect reimbursements from our financial institution referral partners;\n\u25cfFraud by merchants or other counterparties or partners;\n\u25cfFailures by third-party vendors, on whom we rely to provide products and services;\n\u25cfOur ability to maintain our merchant relationships and strategic relationships with various financial institutions and referral partners;\n\u25cfSeasonality and volatility resulting in fluctuations in our quarterly revenues and operating results;\n\u25cfOur ability to recruit, retain, and develop qualified personnel;\n\u25cfGeopolitical and other risks associated with operations outside of the United States;\n\u25cfA decline in the use of cards as a payment mechanism for consumers or other adverse developments with respect to the card industry in general;\n\u25cfIncreases in card network fees and other changes to fee arrangements;\n\u25cfFailure by us, our merchants or our sales partners to comply with the applicable requirements of card networks resulting in fines or penalties;\nRisks related to our financial results and indebtedness\n\u25cfThe effect of foreign currency exchange rates;\n\u25cfThe possibility of impairment of a significant portion of the goodwill and intangible assets on our balance sheet;\n\u25cfThe impact on our results of operations if we were required to establish a valuation allowance against our deferred tax assets;\n\u25cfThe effect of our substantial indebtedness on our ability to raise capital, react to changes in the economy or our industry, or meet our debt obligations;\n\u25cfThe risk that we could be required to purchase the remainder of our eService subsidiary in Poland;\n\u25cfRestrictions imposed by our Senior Secured Credit Facilities and our other outstanding indebtedness;\n\u25cfAccelerated funding programs, which increase our working capital requirements and expose us to incremental credit risk;\nRisks related to legal and regulatory requirements\n\u25cfFailure to comply with, or changes in, laws and regulations, including those specific to the payments industry and those relating to anti-corruption, anti-money laundering, privacy, data protection, and information security, and consumer protection;\n\u25cfFailure to enforce and defend our intel", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1704596_2020.htm (CIK: 1704596, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01573", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk\nWe are subject to certain financial market risks, such as interest rate fluctuations. In addition, U.S. and global capital markets and credit markets have experienced a higher level of stress due to the global COVID-19 pandemic, which has resulted in an increase in the level of volatility across such markets. Because we fund a portion of our investments with borrowings, our net investment income is affected by the difference between the rate at which we invest and the rate at which we borrow. As a result, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income. In connection with the COVID-19 pandemic, the U.S. Federal Reserve and other central banks have reduced certain interest rates and LIBOR has decreased. In addition, in a prolonged low interest rate environment, including a reduction of LIBOR to zero, the difference between the total interest income earned on interest earning assets and the total interest expense incurred on interest bearing liabilities may be compressed, reducing our net interest income and potentially adversely affecting our operating results. As of December 31, 2020, 100.0% of investments at fair value (excluding unfunded debt investments) represent floating-rate investments with a LIBOR floor (includes investments bearing prime interest rate contracts) and none of our investments at fair value represent fixed-rate investments. Additionally, our Wells Subscription Line and Wells Credit Facility are also subject to floating interest rates and are currently paid based on floating LIBOR rates and prime interest rates.\nThe following table estimates the potential changes in net cash flow generated from interest income and expenses, should interest rates increase by 100, 200 or 300 basis points, or decrease by 25 basis points. Interest income is calculated as revenue from interest generated from our portfolio of investments held on December 31, 2020. Interest expense is calculated based on the terms of our outstanding revolving credit facility and subscription line. For our floating rate revolving credit facility and subscription line, we use the outstanding balance as of December 31, 2020. Interest expense on our floating rate revolving credit facility and subscription line is calculated using the interest rate as of December 31, 2020, adjusted for the hypothetical changes in rates, as shown below. The base interest rate case assumes the rates on our portfolio investments remain unchanged from the actual effective interest rates as of December 31, 2020. These hypothetical calculations are based on a model of the investments in our portfolio, held as of December 31, 2020, and are only adjusted for assumed changes in the underlying base interest rates. In addition, in a prolonged low interest rate environment, including a reduction of LIBOR to zero, the difference between the total interest income earned on interest earning assets and the total interest expense incurred on interest bearing liabilities may be compressed, reducing our net interest income and potentially adversely affecting our operating results.\nActual results could differ significantly from those estimated in the table.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1766037_2020.htm (CIK: 1766037, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01574", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nOur business involves a high degree of risk. If any of the following risks, or any risk described elsewhere in this Annual Report on Form 10-K, actually occurs, our business, financial condition, results of operations or cash flows could suffer. The risks described below are not the only ones facing us. Additional risks not presently known to us or which we currently consider immaterial also may adversely affect us.\nRisks related to our emergence from bankruptcy\nWe recently emerged from bankruptcy, which may adversely affect our business and relationships.\nIt is possible that our having filed for bankruptcy and our recent emergence from the Chapter 11 Cases may adversely affect our business and relationships with customers, vendors, contractors, employees or suppliers. Due to uncertainties, many risks exist, including the following:\n\u2022key suppliers, vendors or other contract counterparties may terminate their relationships with us, require additional financial assurances or enhanced performance from us or pursue unreasonable fee increases for their goods or services;\n\u2022our ability to renew existing contracts and compete for new business may be adversely affected;\n\u2022our ability to attract, motivate and/or retain key employees and executives may be adversely affected;\n\u2022landowners may not be willing to lease acreage to us; and\n\u2022competitors may take business away from us, and our ability to attract and retain customers may be negatively impacted.\nThe occurrence of one or more of these events could have a material and adverse effect on our operations, financial condition and reputation. We cannot assure you that having been subject to bankruptcy protection will not adversely affect our operations in the future.\nOur actual financial results after emergence from bankruptcy may not be comparable to our historical financial information as a result of the implementation of the Plan and the transactions contemplated thereby and our adoption of fresh start accounting.\nIn connection with the disclosure statement we filed with the Bankruptcy Court, and the hearing to consider confirmation of the Plan, we prepared projected financial information to demonstrate to the Bankruptcy Court the feasibility of the Plan and our ability to continue operations upon our emergence from bankruptcy. Those projections were prepared solely for the purpose of the bankruptcy proceedings and have not been, and will not be, updated on an ongoing basis and should not be relied upon by investors. At the time they were prepared, the projections reflected numerous assumptions concerning our anticipated future performance and with respect to prevailing and anticipated market and economic conditions that were and remain beyond our control and that may not materialize. Projections are inherently subject to substantial and numerous uncertainties and to a wide variety of significant business, economic and competitive risks and the assumptions underlying the projections and/or valuation estimates may prove to be wrong in material respects. Actual results will likely vary significantly from those contemplated by the projections. As a result, investors should not rely on these projections.\nIn addition, our capital structure was significantly altered by the Plan, and we adopted fresh start accounting upon our emergence from bankruptcy. Under fresh start accounting, our assets and liabilities were recorded at fair value as of the Emergence Date. Accordingly, our future financial conditions and results of operations may not be comparable to the financial condition or results of operations reflected in our historical financial statements.\nUpon our emergence from bankruptcy, the composition of our Board of Directors changed significantly.\nPursuant to the Plan, the composition of our Board of Directors changed significantly. Our Board of Directors currently consists of six directors, none of whom served on the Board of Directors prior to our emergence from the ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1486159_2020.htm (CIK: 1486159, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01575", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\nThe information responsive to Item 301 of Regulation S-K is not required of smaller reporting companies.\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1655020_2020.htm (CIK: 1655020, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01576", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nAn investment in these securities involves a high degree of risk and is speculative in nature. In addition to the other information regarding the Company contained in this Prospectus, you should consider many important factors in determining whether to purchase Shares. Following are what we believe are material risks related to the Company and an investment in the Company. Investors are urged to perform their own due diligence, with the help of their investment, accounting, legal and/or other professionals and to make an independent decision regarding an investment in the Shares.\nRISKS ASSOCIATED WITH OUR BUSINESS\nOur independent auditors have issued an audit opinion for Ajia which includes a statement describing our going concern status. Our financial status creates a doubt whether we will continue as a going concern.\nAs described in Note B of our accompanying financial statements, our auditors have issued a going concern opinion regarding the Company. This means there is substantial doubt we can continue as an ongoing business for the next twelve months. The financial statements do not include any adjustments that might result from the uncertainty regarding our ability to continue in business. As such, we may have to cease operations and investors could lose part or all of their investment in the Company.\nWe lack an operating history and have losses which we expect to continue into the future. There is no assurance our future operations will result in profitable revenues. If we cannot generate sufficient revenues to operate profitably, we may suspend or cease operations.\nWe were incorporated on March 19, 2014, and we have not fully developed our proposed business operations and have realized no revenues. We have no operating history upon which an evaluation of our future success or failure can be made. Our net loss for the years ended June 30, 2020 and 2019, was $61,649 and $244,984, respectively, most of which is for professional fees. Our ability to achieve and maintain profitability and positive cash flow is dependent upon:\n\u2022\nCompletion of the share offering,\n\u2022\nOur ability to attract customers who will use our services,\n\u2022\nOur ability to generate revenue through the sale of our services.\nBased upon current plans, we expect to incur operating losses in future periods because we will be incurring expenses and not generating revenues. We cannot guarantee that we will be successful in generating revenues in the future. In the event the Company is unable to generate revenues, it may be required to seek additional funding. Such funding may not be available, or may not be available on terms which are beneficial and/or acceptable to the Company. In the event the Company cannot generate revenues and/or secure additional financing, the Company may be forced to cease operations and investors will likely lose some or all of their investment in the Company.\nAlthough we obtain clients or customers, there is no assurance that we will make a profit.\nEven if we obtain clients or customers for our services, there is no guarantee that we will develop products and/or services that our clients/customers will want to use. If we are unable to attract enough customers/clients to purchase services (and any products we may develop or sell) it will have a negative effect on our ability to generate sufficient revenue from which we can operate or expand our business. The lack of sufficient revenues will have a negative effect on the ability of the Company to continue operations and it could force the Company to cease operations.\nSome of our competitors have significantly greater financial and marketing resources than we do.\nOur industry has many competitors that have significantly greater financial and marketing resources than do we. There are no assurances that our efforts to compete in the marketplace will be successful. We are a relatively late entry into a mature market for self-help photo kiosks. There can be no assurance th", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1650739_2020.htm (CIK: 1650739, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01577", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors.\nInvesting in our Common Stock involves a high degree of risk. You should carefully consider the following risks and other information in this Annual Report before you make any trading decisions regarding our Common Stock. Our business, financial condition or operating results may suffer if any of the following risks are realized. Additional risks and uncertainties not currently known to us may also adversely affect our business, financial condition or operating results. If any of these risks or uncertainties occurs, the trading price of our Common Stock could decline and you could lose part or all of your investment.\nSummary\nRISKS RELATED TO OUR BUSINESS\nThe ultimate impact of the COVID-19 pandemic outbreak cannot be estimated at this time, but it may have a material adverse effect on our business, financial condition and results of operations.\nDuring times of difficult market conditions, our fixed costs combined with lower net sales and lower profit margins may have a negative impact on our business, operating results and financial condition.\nDownturns in the highly cyclical semiconductor industry or changes in end-market demand could adversely affect our operating results and financial condition.\nThe semiconductor business is highly competitive, and increased competition may harm our business, operating results and financial condition.\nDelays in initiation of production at facilities due to implementing new production techniques or resolving problems associated with technical equipment malfunctions could adversely affect our manufacturing efficiencies, operating results and financial condition.\nWe are and will continue to be under continuous pressure from our customers and competitors to reduce the price of our products, which could adversely affect our growth and profit margins.\nOur customers require our products to undergo a lengthy and expensive qualification process without any assurance of product sales and may demand to audit our operations from time to time. A failure to qualify a product or a negative audit finding could adversely affect our net sales, operating results and financial condition.\nProduction at our manufacturing facilities could be disrupted for a variety of reasons, including natural disasters and other extraordinary events, which could prevent us from producing enough of our products to maintain our sales and satisfy our customers\u2019 demands and could adversely affect our operating results and financial condition.\nNew technologies could result in the development of new products by our competitors and a decrease in demand for our products, and we may not be able to develop new products to satisfy changes in demand, which would adversely affect our net sales, market share, operating results and financial condition.\nWe may be subject to claims of infringement of third-party intellectual property rights or demands that we license third-party technology, which could result in significant expense, reduction in our intellectual property rights and a negative impact on our business, operating results and financial condition.\nWe depend on third-party suppliers for timely deliveries of raw materials, manufacturing services, product and process development, parts and equipment, as well as finished products from other manufacturers, and our reputation with customers, operating results and financial condition could be adversely affected if we are unable to obtain adequate supplies in a timely manner.\nIf we do not succeed in continuing to vertically integrate our business, we will not realize the cost and other efficiencies we anticipate, which could adversely affect our ability to compete, our operating results and financial condition.\nPart of our growth strategy involves identifying and acquiring companies. We may be unable to identify suitable acquisition candidates or consummate desired acquisitions and, if we do make any acquisitions, we may be unable to successfully integrate any acquired", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 29002_2020.htm (CIK: 29002, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01578", "source": "edgar", "source_license": "public_domain", "text": "Item 11.Executive Compensation.\nThis Compensation Discussion and Analysis describes the historical compensation practices of Neurotrope, which may not be indicative of Synaptogenix\u2019s compensation practices following the Spin-Off, and outlines certain aspects of our anticipated compensation structure for our executive officers following the Spin-Off. Among other things, Charles Ryan is no longer our Chief Executive Officer after the Spin-Off. The compensation policies and practices discussed in this document remain subject to review and approval by the Synaptogenix Compensation Committee.\nThe following table sets forth information concerning the total compensation paid or accrued by Neurotrope during the last two fiscal years ended December 31, 2020, except that following the Spin-Off, the table sets for information concerning the total compensation paid or accrued by us, to (i) all individuals that served as our principal executive officer or acted in a similar capacity for us at any time during the fiscal year ended December 31, 2020; (ii) the two most highly compensated executive officers other than the principal executive officer who were serving as executive officers at December 31, 2020; and (iii) up to two additional individuals for whom disclosure would have been required pursuant to clause (ii) above but for the fact that the individual was not serving as an executive officer at December 31, 2020 (collectively, the \u201cnamed executive officers\u201d).\nThe Compensation Committee of the Board of Directors is responsible for determining executive compensation.\n(1) Represents Synaptogenix data for period January 1, 2020 to December 31, 2020. Synaptogenix (formerly Neurotrope Bioscience, Inc.) was spun out from Neurotrope as of December 2, 2020.\n(2) Dr. Tuchman was acting Chief Medical Officer until November 2020.\n(3) Includes $212,500 paid to Dr. Ryan in fiscal 2020 for services rendered in 2019, $100,000 paid to Mr. Weinstein in fiscal 2021 for services rendered in 2020 and reflected in 2020 herein and $60,000 paid to Mr. Weinstein in fiscal 2020 for services rendered in 2019 and reflected in 2019 herein.\n(4) Mr. Weinstein and Dr. Ryan's 2019 and 2020 amounts reflect healthcare payments and insurance premiums paid on their behalf.\n(5) Includes $49,335 paid to Mr. Weinstein for all accrued vacation in lieu of severance for moving from Neurotrope to Synaptogenix in 2020.\n(6) Includes severance payments of $650,000 pursuant to Dr. Ryan's separation agreement signed on December 2, 2020 payable in 2021.\n(7) Dr. Tuchman, pursuant to his employment letter dated December 2, 2020, was awarded 53,300 stock options which were approved by the Synaptogenix Board of Directors on January 19, 2021.\nOutstanding Equity Awards at 2020 Fiscal Year-End\nPursuant to the Merger Agreement, all options to purchase shares of Neurotrope common stock were disposed of as follows: each holder received an option to purchase one share of Petros common stock for every option to purchase five shares of Neurotrope common stock held. As a result, there were no outstanding options to purchase shares of Synaptogenix following the Mergers and the Spin-Off, and no equity awards of Synaptogenix were outstanding as of December 31, 2020.\nExecutive Employment Arrangements\nWe have no plans in place and have never maintained any plans that provide for the payment of retirement benefits or benefits that will be paid primarily following retirement including, but not limited to, tax qualified deferred benefit plans, supplemental executive retirement plans, tax-qualified deferred contribution plans and nonqualified deferred contribution plans.\nExcept as indicated below, we have no contracts, agreements, plans or arrangements, whether written or unwritten, that provide for payments to the named executive officers listed above.\nNarrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table\nAlan J. Tuchman, MD. Synaptogenix is party to an offer letter as of", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1571934_2020.htm (CIK: 1571934, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01579", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8.\nFINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.\nSee the Consolidated Financial Statements and notes thereto and supplementary data on pages 39 - 81.\nITEM 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 315189_2020.htm (CIK: 315189, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01580", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nWe are exposed to market risk, including changes in currency exchange rates, interest rates and certain commodity prices. To manage the volatility related to these exposures we use various financial instruments, including some derivatives, to help us hedge our foreign currency exchange risk and interest rate risk. We also use raw material purchasing contracts and pricing contracts with our customers to help mitigate commodity price risks. These contracts generally do not contain minimum purchase requirements.\nWe do not use derivative instruments for trading or speculative purposes. We manage counterparty credit risk by entering into derivative instruments only with financial institutions with investment-grade ratings.\nForeign Exchange Risk\nOur international operations accounted for 54% and 53% of our sales in 2020 and 2019, respectively. As a result, we have significant exposure to foreign exchange risk on transactions that can potentially be denominated in many foreign currencies. These transactions include foreign currency denominated imports and exports of raw materials and finished goods (both intercompany and third party) and loan repayments. The functional currency of our operating subsidiaries is the related local currency.\nWe reduce foreign currency cash flow exposure from exchange rate fluctuations where economically feasible by hedging firmly committed foreign currency transactions. Our use of forward contracts is designed to protect our cash flows against unfavorable movements in exchange rates, to the extent of the amount that is under contract. We do not attempt to hedge foreign currency exposure in a manner that would entirely eliminate the effect of changes in foreign currency exchange rates on net income and cash flow. We do not speculate in foreign currency nor do we hedge the foreign currency translation of our international businesses to the U.S. dollar for purposes of consolidating our financial results, or other foreign currency net asset or liability positions.\nWe are party to various foreign exchange rate swaps in Brazil in order to reduce the foreign currency risk associated with certain assets and liabilities of our Brazilian subsidiary that are denominated in U.S. dollars. The counter-parties to the foreign exchange rate swap agreements are financial institutions with investment grade ratings. We do not apply hedge accounting to these derivative instruments.\nOur foreign exchange risk is also mitigated because we operate in many foreign countries, which reduces the concentration of risk in any one currency. In addition, our foreign operations have limited imports and exports, which reduces the potential impact of foreign currency exchange rate fluctuations.\nA 5% strengthening of the U.S. dollar against the primary currencies in which we conduct our non-U.S. operations in 2020 would generate an approximate $104 negative impact to our estimated net sales. Conversely, a 5% weakening of the U.S. dollar against the same currencies would benefit our estimated net sales by an equal amount.\nInterest Rate Risk\nWe have exposure to interest rate risk through our variable rate borrowing activities. As a result of our emergence from Chapter 11, the interest rates of approximately 28% of our outstanding debt are fixed. On October 10, 2019, we executed an interest rate swap agreement to hedge interest rate variability caused by quarterly changes in cash flow due to associated changes in LIBOR under the Company\u2019s Senior Secured Term Loan. In this arrangement, we receive a variable 3-month LIBOR and pay fixed interest rate swaps, effective January 1, 2020 and expiring January 1, 2025, and we have designated $300 of our variable rate Senior Secured Term Loan as the notional amount for the future interest rate payments. As a result of this transaction, 46% of our outstanding debt is at fixed interest rates and approximately 54% of our outstanding debt i", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 13239_2020.htm (CIK: 13239, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01581", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.\nWe did not enter into any risk management trading activities during fiscal 2020. Our remaining market risk sensitive instruments and positions have been determined to be \u201cother than trading.\u201d\nCommodity price risk management\nOur risk management activities primarily attempt to mitigate price risks related to the purchase, storage, transport and sale of propane generally in the contract and spot markets from major domestic energy companies. We attempt to mitigate these price risks through the use of financial derivative instruments and forward propane purchase and sales contracts.\nOur risk management strategy involves taking positions in the forward or financial markets that are equal and opposite to our positions in the physical products market in order to minimize the risk of financial loss from an adverse price change. This risk management strategy is successful when our gains or losses in the physical product markets are\noffset by our losses or gains in the forward or financial markets. Propane related financial derivatives are designated as cash flow hedges.\nOur risk management activities include the use of financial derivative instruments including, but not limited to, price futures, swaps, options and basis swaps to seek protection from adverse price movements and to minimize potential losses. We enter into these financial derivative instruments with brokers who are clearing members with the Intercontinental Exchange or the Chicago Mercantile Exchange and, to a lesser extent, directly with third parties in the over-the-counter market. We also enter into forward propane purchase and sales contracts with counterparties. These forward contracts qualify for the normal purchase normal sales exception within GAAP guidance and are therefore not recorded on our financial statements until settled.\nTransportation Fuel Price Risk\nFrom time to time, our risk management activities also attempt to mitigate price risks related to the purchase of gasoline and diesel fuel for use in the transport of propane from retail fueling stations. When employed, we attempt to mitigate these price risks through the use of financial derivative instruments.\nWhen employed, our risk management strategy involves taking positions in the financial markets that are not more than the forecasted purchases of fuel for our internal use in the retail and supply propane delivery fleet in order to minimize the risk of decreased earnings from an adverse price change. This risk management strategy locks in our purchase price and is successful when our gains or losses in the physical product markets are offset by our losses or gains in the financial markets. Our transport fuel financial derivatives are not designated as cash flow hedges.\nRisk Policy and Sensitivity Analysis\nMarket risks associated with energy commodities are monitored daily by senior management for compliance with our commodity risk management policy. This policy includes an aggregate dollar loss limit and limits on the term of various contracts. We also utilize volume limits for various energy commodities and review our positions daily where we remain exposed to market risk, so as to manage exposures to changing market prices.\nWe have prepared a sensitivity analysis to estimate the exposure to market risk of our energy commodity positions. Forward contracts, futures, swaps and options outstanding as of July 31, 2020 and July 31, 2019, that were used in our risk management activities were analyzed assuming a hypothetical 10% adverse change in prices for the delivery month for all energy commodities. The potential loss in future earnings from these positions due to a 10% adverse movement in market prices of the underlying energy commodities was estimated at $8.0 million and $8.0 million as of July 31, 2020 and July 31, 2019, respectively. The preceding hypothetical analysis is limited because changes in prices may or may not equal 10%,", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 922360_2020.htm (CIK: 922360, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01582", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION\nAND RESULTS OF OPERATIONS\nEXECUTIVE OVERVIEW\nFlexpoint Sensor Systems, Inc. is a company engaged principally in improving its unique sensor technology, expanding its suite of products, developing new sensor applications, obtaining financing and seeking long-term sustainable manufacturing contracts, licensing agreements and royalty agreements. Our operations have not yet commenced to a commercially sustainable level and include designing, engineering, manufacturing, licensing and selling sensor technology and products featuring our Bend Sensor\u00ae technology and equipment.\nFinalizing long-term, constant revenue generating production contracts with our existing and other customers remains our greatest challenge because our on-going business is dependent on the types of revenues and cash flows generated by such contracts. Cash flow and cash requirement risks are closely tied to and are dependent upon our ability to attract significant long-term production contracts. We must continue to obtain funding to operate and expand our operations so that we can deliver our unique Bend Sensor\u00ae and Bend Sensor\u00ae related technologies and products to the market. Management believes that even though we are making positive strides forward with our business plan we will need to raise additional operating capital.\nWorldwide automakers are faced with the challenge of providing a safer, more energy efficient, longer lasting product that consumers can afford. This has required automakers to search new and innovative ways to lower the overall weight of the vehicle and to improve its fuel efficiencies, while lowering the cost. We continue to experience an increased interest regarding automotive and other potential applications for our sensor technology because they meet this criterion. With its versatility, light weight, single layer construction and the fact that it is currently being used in various safety devices the Bend Sensor\u00ae is positioned well to meet the challenges that the automobile industry is facing.\nLIQUIDITY AND CAPITAL RESOURCES\nCurrently our revenue is primarily from design contract, testing and production services for prototypes and samples and recurring business, and is not to a level to support our operations. However, we believe, based upon current orders and projected orders over the next twelve months, that we could be producing sensors under long-term contracts that will help support our existing operations and potential future growth. Management recognizes such contracts usually go through a long negotiation process and there can be no guarantee that we will be successful in our negotiations or that such contracts will be sufficient to support our current operations in the near future.\nFor the past twelve months we have relied on the proceeds of convertible loans from existing shareholders, funds received under the Paycheck Protection Program and proceeds from sales. During 2020 and 2019, the Company secured financing to fund its operations by issuing additional convertible notes to Capital Communications LLC, First Equity Holdings and officers, the balances of which were $510,000 and $890,000 as of December 31, 2020 and 2019, respectively, net of $540,000 and $300,000 in notes converted to shares of restricted common stock in 2020 and 2019, respectively. The notes have an annual interest rate of 10% and default rate of 15%, have various maturity dates, and are secured by the Company\u2019s business assets.\nManagement believes that our current cash burn rate is approximately $60,000 per month and that proceeds from additional convertible notes and estimated revenues for engineering design and prototype products will be sufficient to fund the next twelve months of operations. Our auditors have expressed doubt about our ability to continue as a going concern and that we may not realize significant revenue or become profitable within the next twelve months. We will require", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 925660_2020.htm (CIK: 925660, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01583", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nThe statements in this discussion regarding industry outlook, our expectations regarding our future performance, liquidity and capital resources and other non-historical statements are subject to numerous risks and uncertainties, including, but not limited to, the risks and uncertainties described under \"Risk Factors\" and \"Cautionary Note Regarding Forward-Looking Statements\" as discussed elsewhere in this Form 10-K. Our actual results may differ materially from those contained in or implied by any forward-looking statements.\nOur Company\nTriton International Limited (\"Triton\", \"we\", \"our\" or the \"Company\") is the world's largest lessor of intermodal containers. Intermodal containers are large, standardized steel boxes used to transport freight by ship, rail or truck. Because of the handling efficiencies they provide, intermodal containers are the primary means by which many goods and materials are shipped internationally. We also lease chassis, which are used for the transportation of containers.\nWe operate our business in one industry, intermodal transportation equipment, and have two business segments, which also represent our reporting segments:\n\u2022Equipment leasing - we own, lease and ultimately dispose of containers and chassis from our lease fleet.\n\u2022Equipment trading - we purchase containers from shipping line customers, and other sellers of containers, and resell these containers to container retailers and users of containers for storage or one-way shipment.\nOperations\nOur consolidated operations include the acquisition, leasing, re-leasing and subsequent sale of multiple types of intermodal containers and chassis. As of December 31, 2020, our total fleet consisted of 3.7 million containers and chassis, representing 6.2 million TEU or 7.0 million CEU. Our primary customers include the world's largest container shipping lines. For the year ended December 31, 2020, our twenty largest customers accounted for 84% of our lease billings, our five largest customers accounted for 58% of our lease billings, and our two largest customers accounted for 22% and 14% of our lease billings.\nThe most important driver of profitability in our business is the extent to which leasing revenues, which are driven by our owned equipment fleet size, utilization and average lease rates, exceed our ownership and operating costs. Our profitability is also driven by the gains or losses we realize on the sale of used containers in the ordinary course of our business.\nWe lease five types of equipment: (1) dry containers, which are used for general cargo such as manufactured component parts, consumer staples, electronics and apparel, (2) refrigerated containers, which are used for perishable items such as fresh and frozen foods, (3) special containers, which are used for heavy and over-sized cargo such as marble slabs, building products and machinery, (4) tank containers, which are used to transport bulk liquid products such as chemicals, and (5) chassis, which are used for the transportation of containers on land. Our in-house equipment sales group manages the sale process for our used containers and chassis from our equipment leasing fleet and buys and sells used and new containers and chassis acquired from third parties.\nThe following tables summarize our equipment fleet as of December 31, 2020, 2019 and 2018, indicated in units, TEU and CEU. CEU and TEU are standard industry measures of fleet size and are used to measure the quantity of containers that make up our revenue earning assets:\n(1) In the equipment fleet tables above, we have included total fleet count information based on CEU. CEU is a ratio used to convert the actual number of containers in our fleet to a figure based on the relative purchase prices of our various equipment types to that of a 20-foot dry container. For example, the CEU ratio for a 40-foot high cube dry container is 1.70, and a 4", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1660734_2020.htm (CIK: 1660734, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01584", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk.\nThe information required by this item is included in Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations, and in Notes 1, 14 and 15 to the consolidated financial statements contained in Item 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 10795_2020.htm (CIK: 10795, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01585", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data\nThe following table summarizes selected financial data about the Company. The following selected financial data information should be read in conjunction with Item 7, \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations,\u201d and our consolidated financial statements, including the notes thereto, included elsewhere herein. The selected financial data presented below has been derived from our audited consolidated financial statements (in thousands, except per share amounts):\n(1)\nIncludes amounts classified as held for sale, where applicable.\n(2)\nFFO, Core FFO and AFFO are non-GAAP measures. For definitions of these non-GAAP measures, as well an explanation of why we believe these measures are useful and reconciliations to the most directly comparable GAAP financial measures, see Item 7, \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d below.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1620393_2020.htm (CIK: 1620393, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01586", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors.\nGeneral Business Risks\nWe rely heavily on sales to certain customers, including the U.S. government, particularly to agencies of the Department of Defense, and HAPSMobile, Inc.\nHistorically, we have derived a significant portion of our total sales and our small UAS and tactical missile systems sales from the U.S. government and its agencies. Additionally, more recently, we have derived a significant portion of our revenue from contracts with HAPSMobile, Inc. Sales to the U.S. government, either as a prime contractor or subcontractor and inclusive of foreign military sales, represented approximately 61% of our revenue for the fiscal year ended April 30, 2020. The DoD, our principal U.S. government customer, accounted for approximately 51% of our revenue for the fiscal year ended April 30, 2020. We believe that the success and growth of our business for the foreseeable future will continue to depend to a significant degree on our ability to win government contracts, in particular from the DoD. Many of our government customers are subject to budgetary constraints and our continued performance under these contracts, or award of additional contracts from these agencies, could be jeopardized by spending reductions, including constraints on government spending imposed by the Balanced Budget Act of 2019 and its subsequent amendments, or budget cutbacks at these agencies. The funding of U.S. government programs is uncertain and dependent on continued congressional appropriations and administrative allotment of funds based on an annual budgeting process. We cannot assure you that current levels of congressional funding for our products and services will continue and that our business will not decline. Additionally, if annual budget appropriations or continuing resolutions are not enacted timely, we could face U.S. government shutdowns, which could adversely impact our programs and contracts with the U.S. government, our ability to receive timely payment from U.S. government entities and our ability to timely obtain export licenses for our products to fulfill contracts with our international customers.\nThe U.S. military funds our contracts primarily through operational needs statements, and to a lesser extent, through programs of record, which provides us with less visibility and certainty on future funding allocations for our contracts. Furthermore, all of our contracts with the U.S. government are terminable by the U.S. government at will. A significant decline in government expenditures generally, or with respect to programs for which we provide products, could adversely affect our business and prospects. Our operating results may also be negatively impacted by other developments that affect these government programs generally, including the following:\n\u25cfchanges in government programs that are related to our products and services;\n\u25cfadoption of new laws or regulations relating to government contracting or changes to existing laws or regulations;\n\u25cfchanges in political or public support for security and defense programs;\n\u25cfdelays or changes in the government appropriations and budget process;\n\u25cfuncertainties associated with the current global threat environment and other geo-political matters; and\n\u25cfdelays in the payment of our invoices by government payment offices.\nThese developments and other factors could cause governmental agencies to reduce their purchases under existing contracts, to exercise their rights to terminate contracts at-will or to abstain from renewing contracts, any of which would cause our revenue to decline and could otherwise harm our business, financial condition and results of operations.\nIn fiscal year 2020, HAPSMobile accounted for 17% of our total revenue. Our Design and Development Agreement with HAPSMobile allows HAPSMobile to terminate the contract at its convenience for any reason. The termination of this contract or the loss of revenues from programs with HAPSMobile, could cause our reve", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1368622_2020.htm (CIK: 1368622, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01587", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nIndex to Consolidated Financial StatementsPage\nReport of Independent Registered Public Accounting Firm\nConsolidated Balance Sheets\nConsolidated Statements of Operations and Comprehensive Loss\nConsolidated Statements of Stockholders' Equity\nConsolidated Statements of Cash Flows\nNotes to Consolidated Financial Statements\nReport of Independent Registered Public Accounting Firm\nTo the shareholders and the Board of Directors of Greenlane Holdings, Inc.\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheets of Greenlane Holdings, Inc. and subsidiaries (the \"Company\") as of December 31, 2020 and the related consolidated statements of operations and comprehensive loss, stockholders\u2019 equity, and cash flows for the year ended December 31, 2020, and the related notes (collectively referred to as the \"financial statements\"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.\nChange in Accounting Principle\nAs discussed in Note 2 to the financial statements, the Company changed its method of accounting for leases in 2019 due to the adoption of ASC 842, Leases.\nBasis for Opinion\nThese financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company\u2019s internal control over financial reporting. Accordingly, we express no such opinion.\nOur audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.\n/s/ Deloitte & Touche LLP\nBoca Raton, Florida\nMarch 31, 2021\nWe have served as the Company\u2019s auditor since 2019.\nGREENLANE HOLDINGS, INC.\nCONSOLIDATED BALANCE SHEETS\n(in thousands, except par value per share amounts)\nThe accompanying notes are an integral part of these consolidated financial statements.\nGREENLANE HOLDINGS, INC.\nCONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS\n(in thousands, except per share amounts)\nThe accompanying notes are an integral part of these consolidated financial statements.\nGREENLANE HOLDINGS, INC.\nCONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY\n(in thousands)\nThe accompanying notes are an integral part of these consolidated financial statements.\nGREENLANE HOLDINGS, INC.\nCONSOLIDATED S", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1743745_2020.htm (CIK: 1743745, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01588", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data\nThe selected financial and other data below as of December 31, 2020, 2019, 2018, 2017, and 2016 and for the years then ended have been derived from audited financial statements. The data should be read in conjunction with \"Item 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1535778_2020.htm (CIK: 1535778, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01589", "source": "edgar", "source_license": "public_domain", "text": "Item 11.\nExecutive Compensation\nThe information required by this item will be set forth in the Proxy Statement and is incorporated into this report by this reference.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1369568_2020.htm (CIK: 1369568, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01590", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures about Market Risk.\nAs a smaller reporting company, we are not required to provide the information required by this Item.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1606254_2020.htm (CIK: 1606254, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01591", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11: EXECUTIVE COMPENSATION\nThe information required in this item is incorporated by reference herein to the information presented in the Company\u2019s definitive Proxy Statement for its 2021 annual meeting of shareholders to be filed with the SEC.\nITEM 12:", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1098151_2020.htm (CIK: 1098151, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01592", "source": "edgar", "source_license": "public_domain", "text": "Item 8.\nFinancial Statements and Supplementary Data\nThe response to this item is submitted as a separate section of this Annual Report. See Part IV, Item 15.\nItem 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1341439_2020.htm (CIK: 1341439, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01593", "source": "edgar", "source_license": "public_domain", "text": "Item 8.Consolidated Financial Statements and Supplementary Data.\nINDEX TO CONSOLIDATED FINANCIAL STATEMENTS\nvenus concept inc.\nPage\nReport of Independent Registered Public Accounting Firm\nConsolidated Balance Sheets\nConsolidated Statements of Operations\nConsolidated Statements of Comprehensive Loss\nConsolidated Statements of Stockholders\u2019 Equity\nConsolidated Statements of Cash Flows\nNotes to Consolidated Financial Statements\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nTo the Board of Directors and Stockholders of Venus Concept Inc.\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheets of Venus Concept Inc. and its subsidiaries (the Company) as of December 31, 2020 and 2019, and the related consolidated statements of operations, comprehensive loss, stockholders\u2019 equity, and cash flows for each of the years in the two-year period ended December 31, 2020, and the related notes (collectively referred to as the \u201cconsolidated financial statements\u201d).\nIn our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2020 and 2019, and the results of its consolidated operations and its consolidated cash flows for each of the years in the two-year period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.\nGoing Concern\nThe accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has reported recurring net losses and negative cash flows from operations, that raises substantial doubt about its ability to continue as a going concern. Management\u2019s plans regarding these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.\nBasis for Opinion\nThese consolidated financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company\u2019s internal control over financial reporting. Accordingly, we express no such opinion.\nOur audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.\n/s/ MNP LLP\nChartered Professional Accountants\nLicensed Public Accountants\nWe have served as the Company\u2019s audito", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1409269_2020.htm (CIK: 1409269, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01594", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6.Selected Financial Data\nNot required for smaller reporting companies like Cincinnati Bancorp, Inc..\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1787005_2020.htm (CIK: 1787005, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01595", "source": "edgar", "source_license": "public_domain", "text": "Item 11 - Executive Compensation\nThe information concerning management remuneration will be contained under the heading \u201cGeneral Information Relating to the Board of Directors and Its Committees,\u201d and in Sections C-H of Part I of the Company\u2019s 2020 Proxy Statement, and is hereby incorporated by reference.\nItem 12", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 93676_2020.htm (CIK: 93676, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01596", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data\nThe following table presents a summary of our selected historical consolidated financial data. We prepare our financial statements in accordance with U.S. GAAP.\nThe results of operations for prior years are not necessarily indicative of the results to be expected for any future period.\nOn December 6, 2019, we acquired Marvell Technology Group Ltd.'s (\"Marvell\") Wireless WiFi Connectivity Business Unit, Bluetooth technology portfolio and related assets, for total consideration of $1.7 billion, net of closing adjustments. The results of their operations and the estimated fair value of the assets acquired and liabilities assumed in the business combination are included in our financial statements from the date of acquisition forward.\nOn July 26, 2018, we received $2 billion in termination compensation from Qualcomm per the terms of the purchase contract.\nOn February 6, 2017, we divested our Standard Products (\u201cSP\u201d) business, receiving $2.6 billion in cash proceeds, net of cash divested. Prior to February 6, 2017, the results of the SP business were included in the reportable segment SP.\nThe information set forth below for the five years ended December 31, 2020, is not necessarily indicative of results of future operations, and should be read in conjunction with Part II, Item 7, \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d and the consolidated financial statements and accompanying notes thereto included in Part II, Item 8 of this Form 10-K to fully understand factors that may affect the comparability of the information presented below.\n(1) Reflects the results of the SP business up to the February 6, 2017 divestment.\n(2) Under the modified retrospective method, revenue amounts before January 1, 2018 have not been adjusted for the impact of adopting ASC 606.\n(3) Gross profit in 2020 includes a charge of $17 million and in 2019 includes a charge of $8 million resulting from the purchase accounting effect on the inventory acquired from Marvell. In 2016 gross profit includes a charge of $448 million, resulting from the purchase accounting effect on the inventory acquired from Freescale.\n(4) In 2020, total operating expenses include charges related to an impairment charge of $36 million relative to in-process research and development (IPR&D) that was acquired from Freescale. In 2019, total operating expenses include charges related to the acquisition of Marvell as follows - $7 million for the amortization of acquisition-related intangibles and $5 million of acquisition related costs. Total operating expenses in 2016 include charges related to the acquisition of Freescale as follows - $1,430 million for the amortization of acquisition-related intangibles, which includes an impairment charge of $89 million relative to IPR&D that was acquired from Freescale, and $53 million of merger and integration related costs.\n(5) Other income (expense) in 2020 includes the net gain on the sale of the Voice and Audio Solutions (VAS) assets of $110 million and in 2018 includes the termination compensation received from Qualcomm ($2 billion). Other income (expense) in 2017 includes the recognition of the gain on the sale of our SP business ($1,597 million).\n(6) Reflects the interim dividends declared under the previously announced Quarterly Dividend Program.\n(7) Consolidated balance sheet data as of 2019 includes the impact of purchase accounting on the assets acquired and liabilities assumed in connection with our acquisition of Marvell.\n(8) Working capital is calculated as current assets less current liabilities (excluding short-term debt).\n(9) On May 1, 2020, NXP entered into three new senior unsecured notes, which are due in 2025 ($500 million), 2027 ($500 million) and 2030 ($1 billion). NXP used the net proceeds for general corporate purposes as well as the repayment of the $1,350 million aggregate principal amount of outstanding notes due 2021 and the $400 million aggregate", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1413447_2020.htm (CIK: 1413447, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01597", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nOur business, operating results, financial condition and prospects are subject to a variety of significant risks, many of which are beyond our control. The following is a description of some of the important risk factors that may cause our actual results in future periods to differ substantially from those we currently expect or seek. The risks described below are not the only risks we face. There are additional risks and uncertainties not currently known to us or that we currently deem to be immaterial that also may materially adversely affect our business, operating results, financial condition or prospects.\nRisks Related to Our Business and Our Industry\nWe have a history of losses and may not achieve or maintain profitability.\nWe incurred net losses of $31.7 million in fiscal 2020, $39.1 million in fiscal 2019 and $10.4 million in fiscal 2018. Any failure to increase our revenue as we grow our business could prevent us from achieving or maintaining profitability on a consistent basis or at all. We expect our operating expenses to continue to increase as we implement our growth strategy to maintain and extend our technology leadership, expand and diversify our customer base and attract and retain top talent. Our strategic initiatives may be costlier than we expect, and we may not be able to increase our revenue to offset these increased operating expenses. Our revenue growth may slow or revenue may decline for a number of reasons, including increased competition, reduced demand for our solutions, a decrease in the growth or size of the information security market or any failure by us to capitalize on growth opportunities. If we are unable to meet these risks and challenges as we encounter them, our business, financial condition and results of operations may suffer.\nWe must continue to enhance our existing solutions and technologies and develop or acquire new solutions and technologies, or we will lose customers and our competitive position will suffer.\nMany of our customers operate in markets characterized by rapidly changing technologies, which require them to support a variety of hardware, software applications, operating systems and networks. As their technologies grow more complex, we expect these customers to face new and increasingly sophisticated methods of cyber attack. To maintain or increase our market share, we must continue to adapt and improve our solutions in response to these changes without compromising the high service levels demanded by our customers. If we fail to predict accurately or react in a timely manner to the changing needs of our customers and emerging technological trends, we will lose customers, which will negatively affect our revenue, financial condition and results of operations.\nThe forces behind changes in technology, which we do not control, include:\n\u2022\nthe establishment by organizations of increasingly complex IT networks that often include a combination of on-premise, cloud and hybrid environments;\n\u2022\nthe rapid growth of smart phones, tablets and other mobile devices and the \u201cbring your own device\u201d trend in enterprises;\n\u2022\naction by hackers and other threat actors seeking to compromise secure systems;\n\u2022\nevolving computer hardware and software standards and capabilities;\n\u2022\nchanging customer requirements for information technology; and\n\u2022\nintroductions of new products and services or enhancements to existing products and services by our competitors.\nOur future growth also depends on our ability to scale our Counter Threat Platform to analyze an ever increasing number of events. As of January 31, 2020, our platform analyzed as many as 320 billion events each day. If the number of events grows to a level that our platform is unable to process effectively, or if our platform fails to handle automatically an increasing percentage of events or is unable to process a sudden, sharp increase in the number of events, we might fail to identify network, application and/or endpoint e", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1468666_2020.htm (CIK: 1468666, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01598", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nUNITED STATES BASKETBALL LEAGUE, INC.\nFebruary 29, 2020 and February 28, 2019 Financial Statements\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nTo the Board of Directors and Stockholders of\nUnited States Basketball League, Inc.\nOpinion on the Financial Statements\nWe have audited the accompanying balance sheets of United States Basketball League, Inc. (the \u201cCompany\u201d) as of February 29, 2020 and the related statements of operations, stockholders\u2019 equity (deficiency), and cash flows for the year ended February 29, 2020, and the related notes (collectively referred to as the \u201cfinancial statements\u201d). In our opinion, the financial statements present fairly, in all material respects, the financial position of United States Basketball League Inc. as of February 29, 2020 and the results of its operations and cash flows for the year ended February 29, 2020 conformity with accounting principles generally accepted in the United States.\nBasis for Opinion\nThese financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s financial statements based on my audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (\u201cPCAOB\u201d) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor are we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company\u2019s internal control over financial reporting. Accordingly, we express no such opinion.\nOur audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.\nGoing Concern Uncertainty\nThe accompanying financial statements referred to above have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company\u2019s present financial situation raises substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.\nCritical Audit Matters\nCritical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgements. We determined that there were no critical audit matters.\nElmhurst, New York\nMay 28, 2021\nUNITED STATES BASKETBALL LEAGUE, INC.\nBALANCE SHEETS\nThe accompanying notes are an integral part of these financial statements.\nUNITED STATES BASKETBALL LEAGUE, INC.\nSTATEMENTS OF OPERATIONS\nThe accompanying notes are an integral part of these financial statements.\nUNITED STATES BASKETBALL LEAGUE, INC", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 764630_2020.htm (CIK: 764630, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01599", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nForeign Exchange Rates. We have operations in foreign locations around the world and we are exposed to risk resulting from fluctuations in foreign currency exchange rates. We have experienced significant foreign currency fluctuations in fiscal 2020 due primarily to the volatility of the euro and British pound in relation to the U.S. dollar. However, while strengthening of the U.S. dollar compared to foreign currency exchange rates generally has the effect of reducing revenues it also has the effect of reducing expenses denominated in currencies other than the U.S. dollar. These foreign currency exchange rate movements could create a foreign currency gain or loss that could be realized or unrealized for us. Unfavorable movements in foreign currency exchange rates between the U.S. dollar and other foreign currencies may have an adverse impact on our operations. We did not have any foreign currency forward or option contracts, other foreign currency denominated derivatives or other financial instruments open as of January 31, 2020.\nWe face two risks related to foreign currency exchange rates-translation risk and transaction risk. Amounts invested in our foreign operations are translated into U.S. dollars using period-end exchange rates. The resulting translation adjustments are recorded as a component of accumulated other comprehensive loss in the Consolidated Balance Sheets. Revenues and expenses in foreign currencies translate into higher or lower revenues and expenses in U.S. dollars as the U.S. dollar weakens or strengthens against other currencies. Our international subsidiaries also hold U.S. dollar and euro-based net monetary accounts subject to revaluation that results in realized or unrealized foreign currency gains or losses. Furthermore, we have exposure to foreign exchange fluctuations arising from the remeasurement of non-functional currency assets, liabilities and intercompany balances into U.S. dollars for financial reporting purposes.\nFor fiscal 2020 approximately 50% of our revenue was denominated in foreign currencies, compared with 51% for both fiscal 2019 and 2018. We also incurred a significant portion of our expenses in currencies other than the U.S. dollar, approximately 40% for fiscal 2020 and 41% for both fiscal 2019 and 2018. Based on a hypothetical 10% adverse movement in all foreign currency exchange rates, our revenue would be adversely affected by approximately 5% partially offset by a positive effect on our expenses of approximately 4%, and our operating income would be adversely affected by approximately 46%.\nFor fiscal 2020, 2019 and 2018, foreign currency transaction and remeasurement (gains) losses totaled $(0.1) million, $(0.2) million and $2.5 million, respectively, and are included in \u201cOther (income) expense, net\u201d in our Consolidated Statements of Operations and Comprehensive (Loss) Income. We performed a sensitivity analysis on the net U.S. dollar and euro-based monetary accounts subject to revaluation that are held by our international subsidiaries and on the non-functional currency assets, liabilities and intercompany balances that are remeasured into U.S. dollars. A hypothetical 10% adverse movement in all foreign currency exchange rates would result in foreign currency transaction and remeasurement losses of approximately $4.3 million.\nThese estimates assume an adverse shift in all foreign currency exchange rates against the U.S. dollar, which do not always move in the same direction or in the same degrees, and actual results may differ materially from the hypothetical analysis.\nInterest Rates. We invest our surplus cash in a variety of financial instruments, consisting principally of short-term marketable securities with maturities of less than 90 days at the date of purchase. Our investment securities are held for purposes other than trading. Cash balances held by subsidiaries are invested primarily in registered money", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1036188_2020.htm (CIK: 1036188, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01600", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nThe following discussion and analysis should be read in conjunction with the historical financial statements and related notes included elsewhere in this Report. This discussion contains \u201cforward-looking statements\u201d reflecting our current expectations, estimates and assumptions concerning events and financial trends that may affect our future operating results or financial position. Actual results and the timing of events may differ materially from those contained in these forward-looking statements due to a number of factors. Factors that could cause or contribute to such differences include, but are not limited to, market prices for oil and natural gas, capital expenditures, economic and competitive conditions, regulatory changes and other uncertainties, as well as those factors discussed below and elsewhere in this report. Please read Cautionary Note Regarding Forward-Looking Statements. Also, please read the risk factors and other cautionary statements described under \u201cPart I, Item 1A. Risk Factors.\u201d We assume no obligation to update any of these forward-looking statements, except as required by applicable law.\nOverview\nHighPeak Energy, Inc., a Delaware corporation, was formed in October 2019 solely for the purpose of combining the businesses of Pure and HPK LP, referred to herein as the \u201cHighPeak business combination,\u201d which was completed on August 21, 2020. HPK LP was formed in August 2019 for the purpose combining the assets of HighPeak I and HighPeak II into one entity. HighPeak I was formed in June 2014 for the purpose of acquiring, exploring and developing oil and natural gas properties, although it had no activity until 2017. Beginning in late 2017, HighPeak I began acquiring its assets through an organic leasing campaign and a series of acquisitions consisting primarily of leasehold acreage and existing vertical producing wells.\nThe Company\u2019s assets are located primarily in Howard County, Texas, which lies within the north eastern part of the oil-rich Midland Basin. As of December 31, 2020, the assets consisted of two highly contiguous leasehold positions of approximately 59,092 gross (50,636 net) acres, approximately 24% of which were held by production, with an average working interest of 86%. Approximately 97% of the operated acreage provides for horizontal wells with lateral lengths of 10,000 feet or greater. For the year ended December 31, 2020, approximately 95% and 5% of production from the assets were attributable to liquids (both oil and NGL) and natural gas, respectively. As of December 31, 2020, HighPeak Energy was drilling with one (1) rig. We are the operator on approximately 95% of the net acreage across our assets. Further, as of December 31, 2020, there were approximately 115 gross (71.7 net) producing wells, including 19 gross (18.3 net) horizontal wells, with total sales volumes of approximately 3,426 Boe/d in December 2020. As of December 31, 2020, of the 22,515 MBoe of proved reserves of the assets, 46% were developed, 94% of which were liquids.\nThe financial results as presented in this section entitled \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d consist of the historical results of HPK LP from August 28, 2019 (Inception) through December 31, 2019 combined with HighPeak I for the year ended December 31, 2019 (excluding HighPeak I\u2019s equity in losses of HPK LP which was its only activity during the period following its business combination with and into HPK LP), HPK LP for the period from January 1, 2020 through August 21, 2020 and the Company from August 22, 2020 through December 31, 2020. At the Closing of the HighPeak business combination on August 21, 2020, the Company\u2019s \u201cpredecessors\u201d for accounting purposes were HPK LP for the period from October 1, 2019 through August 21, 2020 and HighPeak I from January 1, 2017 through September 30, 2019 (collectively, ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1792849_2020.htm (CIK: 1792849, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01601", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nAttached audited financial statements for Kyto Technology and Life Science, Inc. for the fiscal years ended March 31, 2020 and 2019 can be found beginning on page.\nITEM 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1164888_2020.htm (CIK: 1164888, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01602", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nTo the stockholders and the Board of Directors of ICU Medical, Inc.\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheets of ICU Medical, Inc. and subsidiaries (the \"Company\") as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive income, stockholders' equity, and cash flows, for each of the three years in the period ended December 31, 2020, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the \"financial statements\"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.\nWe have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 26, 2021, expressed an unqualified opinion on the Company's internal control over financial reporting.\nBasis for Opinion\nThese financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\nCritical Audit Matter\nThe critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.\nRevenue Recognition - Chargeback Reserve- Refer to Note 1 and Note 4 to the financial statements\nCritical Audit Matter Description\nThe Company recognizes revenue for product sales net of a reserve for estimated chargebacks. Chargebacks are the difference between prices the Company charges distribution customers and contracted prices the Company has with the end-customer which are processed as credits to the distribution customers", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 883984_2020.htm (CIK: 883984, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01603", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nOUR OPERATIONS AND FINANCIAL RESULTS ARE SUBJECT TO VARIOUS RISKS AND UNCERTAINTIES, INCLUDING THOSE DESCRIBED BELOW, THAT COULD ADVERSELY AFFECT OUR BUSINESS, FINANCIAL CONDITION, RESULTS OF OPERATIONS, CASH FLOWS, AND THE TRADING PRICE OF OUR COMMON STOCK\nRisks Relating to Our Business\nThe COVID-19 pandemic has disrupted our business. We are unable to ascertain the impact the pandemic will have on our future financial position, operations, cash flows and stock price.\nOur business has been, and continues to be, impacted by government restrictions and quarantines related to COVID-19. Like many other companies, we have been subject to government-imposed restrictions on, among other things, pricing for certain products and services and our ability to sell certain \"non-essential\" services. For example, until June 1, 2020, the restrictions imposed by the South African government suspended our lending and other financial services activities, and imposed limitations on the level of banking-related fees that we were permitted to charge our customers, which consequently impacted our business. Most employees in South Africa, including many of our employees, were required to work from home following the publication of government-imposed restrictions. Governments, including the South African government, have recommended that employees continue to work from home even after mandatory quarantine requirements were relaxed. As a result of the work from home environment, we face additional challenges providing employees with secure remote access to computer networks as well as initiating and accepting instructions via e-mail or other electronic media. Responsible action to combat the spread of the COVID-19 pandemic may impact productivity and introduce new operating risks to us, our business partners, customers and suppliers.\nOur business model depends on the expansion of our financial services activities in South Africa and relies on face-to-face interactions with our customers. As a result of the restrictions described above, our business was significantly and adversely impacted during the fourth quarter of fiscal 2020. In particular, we were unable to charge fees for certain transactions and were not permitted to originate loans or sell insurance policies through face-to-face interactions for a period of time. Going forward, we believe that our business activities will be adversely impacted if stricter restrictions are reintroduced to combat the spread of the pandemic. Furthermore, should there be an increase in mortality rates across our customer base, we may see an increase in microloan defaults and funeral policy claim payouts.\nIn addition to the adverse consequences on our business as described above, the pandemic has impacted global markets, including reduced economic activity and increased market volatility. Our stock price may be influenced by these events.\nWe are unable to accurately predict the impact of the pandemic and government-imposed restrictions on our future financial position, results of operations, cash flows and stock price. Circumstances may change rapidly as matters related to the pandemic evolve.\nWe have recently modified our business strategy to focus on South Africa, and to exit or reduce our activities outside the African continent. Our future success, and our ability to return to profitability and positive cash flow is substantially dependent on our ability to implement this strategy successfully.\nDuring the last several months, our board has conducted an extensive review of our business strategy and operations. After completion of the strategic review in July 2020, our board has determined to focus on our South African operations and other business opportunities in South Africa and to a lesser extent, the rest of the African continent, and to exit or reduce our presence in other geographies. Our future success will depend on our ability to deploy the significant levels of cash generated from", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1041514_2020.htm (CIK: 1041514, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01604", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nThe information required under this item is incorporated herein by reference to the 2020 Proxy Statement.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1021162_2020.htm (CIK: 1021162, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01605", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nSome of the statements in this annual report on Form 10-K constitute forward-looking statements, which relate to future events or our future performance or financial condition. The forward-looking statements contained in this annual report on Form 10-K involve risks and uncertainties, including statements as to:\n\u2022\nour, or our portfolio companies\u2019, future business, operations, operating results or prospects;\n\u2022\nthe return or impact of current and future investments;\n\u2022\nthe impact of global health epidemics, such as the current novel coronavirus (\u201cCOVID-19\u201d) pandemic, on our or our portfolio companies\u2019 business and the global economy;\n\u2022\nthe impact of fluctuations in interest rates on our business;\n\u2022\nthe impact of a protracted decline in the liquidity of credit markets on our business;\n\u2022\nour contractual arrangements and relationships with Investcorp and its affiliates;\n\u2022\nour contractual arrangements and relationships with lenders and other third parties;\n\u2022\nactual and potential conflicts of interest with the Adviser;\n\u2022\nthe dependence of our future success on the general economy, interest rates and the effects of each on the industries in which we invest;\n\u2022\nchanges in political, economic or industry conditions, the interest rate environment or conditions affecting the financial and capital markets, including changes from the impact of the current COVID-19 pandemic and sharp declines in energy prices;\n\u2022\nthe ability of our portfolio companies to achieve their objectives or service their debt obligations to us, including as a result of the current COVID-19 pandemic;\n\u2022\nour ability to continue to effectively manage our business due to the disruptions caused by the current COVID-19 pandemic;\n\u2022\nthe use of borrowed money to finance a portion of our investments;\n\u2022\nthe adequacy of our financing sources and working capital;\n\u2022\nthe timing of cash flows, if any, from the operations of our portfolio companies;\n\u2022\nthe ability of the Adviser to locate suitable investments for us and to monitor and administer our investments;\n\u2022\nthe ability of the Adviser to attract and retain highly talented professionals;\n\u2022\nour ability to qualify and maintain our qualification as a RIC and as a BDC; and\n\u2022\nthe effect of changes to tax legislation and our tax position and other legislative and regulatory changes.\nSuch forward-looking statements may include statements preceded by, followed by or that otherwise include the words \u201cmay,\u201d \u201cmight,\u201d \u201cwill,\u201d \u201cintend,\u201d \u201cshould,\u201d \u201ccould,\u201d \u201ccan,\u201d \u201cwould,\u201d \u201cexpect,\u201d \u201cbelieve,\u201d \u201cestimate,\u201d \u201canticipate,\u201d \u201cpredict,\u201d \u201cpotential,\u201d \u201cplan\u201d or similar words.\nWe have based the forward-looking statements included in this annual report on Form 10-K on information available to us on the date of this report on Form 10-K. Actual results could differ materially from those anticipated in our forward-looking statements, and future results could differ materially from historical performance. We undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, unless required by law or SEC rule or regulation. You are advised to consult any additional disclosures that we may make directly to you or through reports that we in the future may file with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.\nOverview\nWe are a closed-end, externally managed, non-diversified management investment company that has elected to be regulated as a BDC under the 1940 Act. In addition, for U.S. federal income tax purposes, we intend to continue to qualify to be treated as a RIC under Subchapter M of the Code.\nOur primary investment objective is to maximize total return to stockholders in the form of current income and capital appreciation by investing directly in debt and related equity of privately held middle market companies to help these", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1578348_2020.htm (CIK: 1578348, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01606", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7: MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nFORWARD-LOOKING STATEMENTS\nCertain statements made in this report, as well as oral statements made by the Company from time to time, constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Readers can identify these forward-looking statements by our use of the words \u201cexpects,\u201d \u201canticipates,\u201d \u201cestimates,\u201d \u201cbelieves,\u201d \u201cprojects,\u201d \u201cintends,\u201d \u201cplans,\u201d \u201cwill,\u201d \u201cmay,\u201d \u201cshall,\u201d \u201ccould,\u201d \u201cshould,\u201d and similar words and other statements of a similar sense. These statements are based on our current estimates and expectations as to prospective events and circumstances, which may or may not be in our control and as to which there can be no firm assurances given. These forward-looking statements, which include statements regarding business and market trends, future financial performance, the expected impact of the COVID-19 pandemic on our assets, business and results of operations, customer order rates and timing of related revenue, future product mix, restructuring and other cost-savings initiatives, research and development activities, capital projects, investments, acquisitions, liquidity, dividends and stock repurchases, strategic plans, and estimated tax benefits and expenses and other tax matters, involve known and unknown risks and uncertainties that could cause actual results to differ materially from those projected. Such risks and uncertainties include: (1) the impact, duration, and severity of the COVID-19 pandemic; (2) potential disruptions to our business due to restructuring activities; (3) the loss of, or curtailment of purchases by, large customers in the consumer electronics and logistics industries; (4) the reliance on revenue from the automotive industry; (5) the reliance on key suppliers to manufacture and deliver critical components for our products; (6) the failure to effectively manage product transitions or accurately forecast customer demand; (7) the inability to design and manufacture high-quality products; (8) the inability to attract and retain skilled employees and maintain our unique corporate culture; (9) the failure to effectively manage our growth; (10) the inability to achieve growth in revenue and profits from the logistics industry; (11) the technological obsolescence of current products and the inability to develop new products; (12) the failure to properly manage the distribution of products and services; (13) the impact of competitive pressures; (14) the challenges in integrating and achieving expected results from acquired businesses; (15) potential disruptions in our business systems; (16) information security breaches; (17) the inability to protect our proprietary technology and intellectual property; (18) potential impairment charges with respect to our investments or acquired intangible assets; (19) exposure to additional tax liabilities; (20) fluctuations in foreign currency exchange rates and the use of derivative instruments; (21) our involvement in time-consuming and costly litigation; (22) unfavorable global economic conditions; and (23) economic, political, and other risks associated with international sales and operations. The foregoing list should not be construed as exhaustive and we encourage readers to refer to the detailed discussion of risk factors included in Part I - Item 1A of this Annual Report on Form 10-K. The Company cautions readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date made. The Company disclaims any obligation to subsequently revise forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date such statements are made.\nEXECUTIVE OVERVIEW\nCognex Corporation is a leading worldwide provider of machine vision products that capture and an", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 851205_2020.htm (CIK: 851205, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01607", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors.\n\ufeff\nIn analyzing whether to make or to continue an investment in the Company, investors should consider, among other factors, the following risk factors. The risks listed here may not be the only risks we face. Additional risks that are not presently known, or that we presently deem immaterial, could also have a material effect on our financial condition, results of operations, business and prospects:\nRisks Related to the COVID-19 Pandemic\nThe widespread outbreak of COVID-19 has adversely affected, and will likely continue to adversely affect, the global economy, United States economy, our local economy and our markets and may disrupt our operations, which could have an adverse effect on our business, financial condition and results of operations. The COVID-19 pandemic continues to negatively impact economic and commercial activity and financial markets, both globally and within the United States. Early in the pandemic, stay-at-home orders, travel restrictions and closure of non-essential businesses resulted in significant business and operational disruptions, including business closures, supply chain disruptions, and mass layoffs and furloughs. Though these early restrictions have been generally lifted or eased, continuing capacity restrictions and health and safety recommendations that discourage travel and encourage continued social distancing and tele-work have limited the ability of businesses to return to pre-pandemic levels of activity and employment.\nThe COVID-19 pandemic has had an impact on the Company\u2019s business and is likely to continue to do so. To date, the COVID-19 pandemic has:\n\u00b7\ncaused some of the Company\u2019s borrowers to be unable to meet existing payment obligations, particularly those borrowers more severely impacted by business shutdowns and travel restrictions;\n\u00b7\nrequired the Company to significantly increase its allowance for loan losses, which had an impact on 2020 net income; and\n\u00b7\ncaused changes in consumer and business spending, borrowing and savings habits, which has resulted in significant deposit growth, and increased liquidity in a low rate interest environment.\nCertain actions taken by U.S. or other governmental authorities, including the Federal Reserve, that are intended to mitigate the macroeconomic effects of the COVID-19 pandemic may have an impact on our business operations. During the 1st quarter of 2020, the Federal Open Market Committee of the Federal Reserve reduced the target range for the federal funds rate to between 0.00% to 0.25%, which was a 150 basis\n\t\t\t\n\t\t\n\t\t\t\n\t\t\npoints decrease from the target range in the 4th quarter of 2019. Market interest rates have decreased since March 2020, resulting in net interest margin compression for our Company.\nThe extent to which the COVID-19 pandemic will ultimately affect our business is unknown and will depend, among other things, on the duration of the pandemic, the actions undertaken by national, state and local governments and health officials to contain the virus or mitigate its effects, the safety and effectiveness of the vaccines that have been developed and the ability of pharmaceutical companies and governments to manufacture and distribute those vaccines, and how quickly and to what extent economic conditions improve and normal business and operating conditions resume.\nWe are subject to regulatory enforcement risk and reputation risk regarding our participation in the PPP and we are subject to the risk that the SBA may not fund some or all PPP loan guarantees. The CARES Act included the PPP as a loan program administered through the SBA. Under the PPP, small businesses and other entities and individuals were able to apply for loans from existing SBA lenders and other approved regulated lenders that enrolled in the program, subject to detailed qualifications and eligibility criteria.\nBecause of the short timeframe between the passing of the CARES Act and implementation of the PPP, some of the rules and guidance rela", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1341318_2020.htm (CIK: 1341318, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01608", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Reserved.\nThis item is reserved in light of the Company\u2019s early adoption of Item 301 of Regulation S-K pursuant to SEC Release Nos. 33-10890; 34-90459 (Management\u2019s Discussion and Analysis; Selected Financial Data, and Supplementary Financial Information) adopted by the SEC on November 19, 2020.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1234006_2020.htm (CIK: 1234006, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01609", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures about Market Risk\nWe are exposed to market risk from changes in foreign currency rates.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1711754_2020.htm (CIK: 1711754, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01610", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations\nInformation regarding forward-looking statements\nThis Annual Report on Form 10-K contains certain statements, statistics and projections that are, or may be, forward-looking. These forward-looking statements are subject to known and unknown risks, uncertainties, assumptions and other factors that could cause our actual results of operations, financial condition, liquidity, performance, prospects, opportunities, achievements or industry results, as well as those of the markets we serve or intend to serve, to differ materially from those expressed in, or suggested by, these forward-looking statements. The accuracy and completeness of all such statements, including, without limitation, statements regarding our future financial position, strategy, plans and objectives for the management of future operations, is not warranted or guaranteed. These statements typically contain words such as \"believes,\" \"intends,\" \"expects,\" \"anticipates,\" \"estimates,\" \"may,\" \"will,\" \"should\" and words of similar import. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. We undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. Although we believe that the expectations reflected in such statements are reasonable, no assurance can be given that such expectations will prove to be correct. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. These factors include, but are not limited to, factors identified in \"Business,\" \"Risk factors,\" and \"Management's Discussion and Analysis of Financial Condition and Results of Operations,\" or elsewhere in this Annual Report, as well as:\n\u2022general economic conditions, or conditions affecting demand for the services offered by us in the markets in which we operate, both domestically and internationally, being less favorable than expected;\n\u2022worldwide economic and business conditions and conditions in the industries in which we operate;\n\u2022ongoing impact of COVID-19 and future pandemics;\n\u2022fluctuations in the cost of raw materials and utilities;\n\u2022currency fluctuations and other financial risks;\n\u2022our ability to protect our intellectual property;\n\u2022the significant amount of indebtedness we have incurred and may incur, and the obligations to service such indebtedness and to comply with the covenants contained therein;\n\u2022relationships with our customers and suppliers;\n\u2022increased competition from other companies in the industries in which we operate;\n\u2022changing technology;\n\u2022our ability to execute and integrate new acquisitions;\n\u2022claims for personal injury, death or property damage arising from the use of products produced by us;\n\u2022the occurrence of accidents or other interruptions to our production processes;\n\u2022changes in our business strategy or development plans, and our expected level of capital expenditure;\n\u2022our ability to attract and retain qualified personnel;\n\u2022restrictions on the ability of Luxfer Holdings PLC to receive dividends or loans from certain of its subsidiaries;\n\u2022regulatory, environmental, legislative and judicial developments; and\n\u2022our intention to pay dividends.\nPlease read the sections \"Business,\" \"Risk factors,\" and \"Management's Discussion and Analysis of Financial Condition and Results of Operations,\" of this Annual Report on Form 10-K for a more complete discussion of the factors that could affect our performance and the industries in which we operate, as well as those discussed in other documents we file or furnish with the SEC.\nAbout Luxfer\nLuxfer Holdings PLC (\"Luxfer,\" \"the Company,\" \"we\") is a global producer of highly-engineered industrial materials focused on sustained value creation using its broad array of te", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1096056_2020.htm (CIK: 1096056, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01611", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data\nThe selected financial data on the following pages include selected historical financial information of our company as of and for each of the five years ended December 31, 2020. The following data should be read in conjunction with \"Part II, Item 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1121484_2020.htm (CIK: 1121484, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01612", "source": "edgar", "source_license": "public_domain", "text": "Item 6.Selected Financial Data\nWe derived the selected consolidated financial data presented below as of December 31, 2020 and 2019 and for the years ended December 31, 2020, 2019, and 2018 from our audited consolidated financial statements and related notes included elsewhere in this filing. We derived the selected historical consolidated financial data presented below as of December 31, 2018 and as of and for the years ended December 31, 2017 and 2016 from our consolidated financial statements and related notes not included herein. Refer to Item 7, Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations, and the notes to the accompanying consolidated financial statements for additional information regarding the financial data presented below, including matters that might cause this data not to be indicative of our future financial position or results of operations.\n(1) We define operating earnings as income from continuing operations attributable to Encompass Health before (1) loss on early extinguishment of debt; (2) interest expense and amortization of debt discounts and fees; (3) other income; (4) loss on interest rate swaps; and (5) income tax expense or benefit.\n(2) During the fourth quarter of 2013, we exchanged $320 million in aggregate principal amount of newly issued 2.00% Convertible Senior Subordinated Notes due 2043 (\u201cConvertible Notes\u201d) for 257,110 shares of our then outstanding 6.50% Series A Convertible Perpetual Preferred Stock. On April 23, 2015, we exercised our rights to force conversion of all remaining outstanding shares of our convertible perpetual preferred stock into common stock. During the second quarter of 2017, we exercised the early redemption option and subsequently retired all $320 million of the Convertible Notes reducing our long-term debt balance by approximately $278 million. Substantially all of the holders elected to convert their Convertible Notes to shares of our common stock, which resulted in the issuance of 8.9 million shares from treasury stock.\n(3) In May 2018, we acquired Camellia Healthcare and affiliated entities using cash on hand and borrowings under our revolving credit facility. In July 2019, we acquired privately owned Alacare Home Health & Hospice using cash on hand and borrowings under our revolving credit facility. See Note 2, Business Combinations, and Note 10, Long-term Debt, to the accompanying consolidated financial statements.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax expense. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01613", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nThe following discussion should be read in conjunction with the Consolidated Financial Statement and Notes thereto. This section includes discussion of financial information as of and for the year ended December 31, 2020 and provides comparisons to the same information as of and for the year ended December 31, 2019. Comparisons of 2019 financial information to the same information for 2018 can be found in \"Management's Discussion and Analysis of Financial Condition and Results of Operations\" in Part II, Item 7 of the Company's Annual Report on Form 10-K for the year ended December 31, 2019 as filed with the Securities and Exchange Commission on February 25, 2020.\nCertain statements appearing in this Item 7 are forward-looking statements within the meaning of the federal securities laws. Our actual results may differ materially. We caution you not to place undue reliance on any such forward-looking statements. See \u201cCautionary Factors That May Affect Future Results\u201d for additional information regarding our forward-looking statements.\nBACKGROUND\nAs of December 31, 2020, we owned interests in 48 hotels in major urban gateway markets including New York, Washington DC, Boston, Philadelphia, San Diego, Los Angeles, Miami and select markets on the West Coast including 37 wholly-owned hotels, 1 hotel through our interest in a consolidated joint venture, and interests in 10 hotels owned through unconsolidated joint ventures. We have elected to be taxed as a REIT for federal income tax purposes, beginning with the taxable year ended December 31, 1999. For purposes of the REIT qualification rules, we cannot directly operate any of our hotels. Instead, we must lease our hotels to a third party lessee or to a TRS, provided that the TRS engages an eligible independent contractor, as defined under the REIT rules, to manage the hotels. As of December 31, 2020, we have leased all of our hotels to a wholly-owned TRS, a joint venture owned TRS, or an entity owned by our wholly-owned TRS. Each of these TRS entities will pay qualifying rent, and the TRS entities have entered into management contracts with qualified independent managers, including HHMLP, with respect to our hotels. We intend to lease all newly acquired hotels to a TRS. The TRS structure enables us to participate more directly in the operating performance of our hotels. Each TRS directly receives all revenue from, and funds all expenses relating to, hotel operations of the hotels that it leases. Each TRS is also subject to income tax on its earnings.\nCOVID-19\nAt the beginning of the year, we expected that we would achieve operating results for 2020 that would out perform other market participants due to the strong performance anticipated from newly renovated and upgraded hotels in our portfolio, primarily led by our hotels in South Florida. We started 2020 off on solid footing with our comparable portfolio achieving RevPAR growth through the end of February 2020 but this was quickly erased as a result of the global economic slowdown caused by the COVID-19 pandemic. Due to the COVID-19 pandemic and the effects of travel restrictions both globally and in the United States, the hospitality industry has experienced drastic drops in demand. The global impact of the pandemic has been rapidly evolving, and in the United States, certain states and cities, including most of the states and cities where we own properties, have reacted by instituting various restrictive measures such as quarantines, restrictions on travel, school closings, \"stay at home\" rules and restrictions on types of business that may continue to operate. During the first half of 2020 as a result of the impact of the COVID-19 pandemic, we had temporarily closed 21 of our 48 hotels while our remaining hotels operated in a significantly reduced capacity. During the second quarter of 2020 we reopened 5 hotels, during the third quarter", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01614", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7.\nMANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nOverview\nCalAmp Corp. (including its subsidiaries unless the context otherwise requires, \u201cCalAmp\u201d, \u201cthe Company\u201d, \u201cwe\u201d, \u201cour\u201d, or \u201cus\u201d) is a global technology solutions pioneer leading transformation to a mobile connected economy. We help reinvent businesses and improve lives around the globe with technology solutions that streamline complex mobile Internet of Things (\u201cIoT\u201d) deployments through wireless connectivity solutions and derived data intelligence. Our software applications, scalable cloud services, and intelligent devices collect and assess business-critical data anywhere in the world from industrial machines, commercial and passenger vehicles, their drivers and contents. With our global network of LoJack licensees and a strong ecosystem of industry partnerships, we bring intelligence to the edge in the mobile connected economy to help drive business efficiencies.\nIn February 2019, we acquired Tracker Network (UK) Limited, which brings us strong brand awareness across the United Kingdom and extensive law enforcement relationships with an ability to help drive our expansion in Europe. In March 2019, we acquired Car Track, S.A. de C.V. (\u201cLoJack Mexico\u201d), which will leverage our full stack of telematics and SaaS solutions to expand product offerings to our substantial subscriber base in Mexico. Both Tracker UK and LoJack Mexico were customers in our Telematics Systems segment prior to the acquisition.\nIn April 2019, we acquired Synovia Solutions (\u201cSynovia\u201d), a North American market leader in fleet safety and management for K-12 school bus and state and local government fleets. Synovia was a customer in our Telematics Systems segment prior to our acquisition. Combined with the recent acquisitions of Tracker Network UK and LoJack Mexico, the Synovia acquisition expands our fleet management and vehicle safety services portfolio while accelerating our transformation to high-value subscription-based services. These acquisitions contributed to a shift in revenues from our Telematics Systems segment to our Software & Subscriptions segment during fiscal 2020.\nWe operate under two reportable segments: Telematics Systems and Software & Subscription Services.\nTelematics Systems\nOur Telematics Systems segment offers a series of advanced telematics and stolen vehicle recovery (\u201cSVR\u201d) products for the broader connected vehicle and emerging industrial IoT marketplace, which enable customers to optimize their operations by collecting, monitoring and effectively reporting business-critical information and desired intelligence from high-value remote and mobile assets. Our telematics products include asset tracking units, mobile telematics devices, fixed and mobile wireless gateways, and routers. These wireless networking devices underpin a wide range of solutions, and are ideal for applications demanding secure, reliable and business-critical communications. Products and sales channels include Original Equipment Manufacturers (\u201cOEM\u201d), Mobile Resource Management (\u201cMRM\u201d) and SVR products.\nSoftware & Subscription Services\nOur Software & Subscription Services segment offers cloud-based application enablement and telematics service platforms that facilitate integration of our own applications, as well as those of third parties, through open Application Programming Interfaces (\u201cAPIs\u201d) to deliver full-featured mobile IoT solutions to a wide range of customers and markets. Our scalable proprietary applications and other subscription services enable rapid and cost-effective development of high-value solutions for customers all around the globe. Services include Fleet Management, Vehicle Finance, Auto Remote Start, Supply Chain Integrity and International Vehicle Location.\nRecent Developments\nIn December 2019, a strain of coronavirus entitled COVID-19 emerged in China and spread to other countries including to the United States. In March 2020, the World He", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 730255_2020.htm (CIK: 730255, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01615", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7: MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nYou should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and related notes beginning on page in this annual report on Form 10-K. This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth under \u201cRisk Factors\u201d in this annual report on Form 10-K.\nOur Company\nWe were incorporated in Delaware under the Delaware General Corporation Law in March 2009 and are the successor to Apex Silver Mines Limited for purposes of reporting under the Exchange Act. During the year ended December 31, 2020, our only sources of income were revenues from the lease of our Velarde\u00f1a oxide plant and sales of non-core assets. We incurred net operating losses for the years ended December 31, 2020 and 2019.\nWe are primarily focused on operations at the Rodeo property as well as further studies of a restart plan for Velarde\u00f1a, including use of bio-oxidation to improve the payable gold recovery. We are also focused on (i) advancing our El Quevar exploration property in Argentina through the Earn-in Agreement with Barrick and (ii) continuing to evaluate and search for mining opportunities in North America (including Mexico) with near term prospectus of mining, and particularly for properties within reasonable haulage distances of our processing plants at the Velarde\u00f1a Properties. We are also reviewing strategic opportunities, focusing primarily on development or operating properties in North America, including Mexico.\n2020 Highlights\nCOVID-19 uncertainties\nWe undertook several initiatives in response to the COVID-19 pandemic and will continue to implement most of these initiatives in 2021 until it is considered safe to alter or remove these practices. We followed, and continue to follow, World Health Organization protocols and local government rules and recommendations at all of our projects and corporate offices. Office employees are working remotely wherever possible. In compliance with a directive of the Mexican Federal Government to suspend all non-essential activities, including mining, in response to the COVID-19 pandemic, we suspended mining activities at our Velarde\u00f1a Properties (Durango State, Mexico) during portions of April and May 2020. Activities at the Velarde\u00f1a Properties, including processing of Hecla material at the oxide mill, continued uninterrupted since the temporary shutdown.\nTo provide greater financial flexibility at the onset of the COVID-19 pandemic, on March 30, 2020, we entered into a short-term loan agreement (the \u201cLoan Agreement\u201d) with Sentient Global Resources Fund IV , L.P., a Cayman Islands exempted limited partnership (\u201cSentient\u201d), pursuant to which Sentient granted to us an unsecured loan in an amount equal\nto $1.0 million (the \u201cSentient Loan\u201d). Sentient is a private equity fund, and together with certain other Sentient equity funds, Sentient is our largest stockholder, and at the time of the loan held approximately 38% of our outstanding common stock. The Sentient Loan bore interest at a rate of 10% per annum and the loan was due in full, together with accrued interest and any other amount outstanding under the Loan Agreement, on December 31, 2020. On August 12, 2020, we repaid in full all outstanding borrowings under, and terminated, the Loan Agreement, with no prepayment penalty.\nIn addition to the Sentient Loan, we also reached an agreement in April 2020 with Compa\u00f1\u00eda Minera Autl\u00e1n S.A.B. de C.V. (\u201cAutl\u00e1n\u201d) to extend the time to repay the then remaining $0.8 million related to the $1.5 million refundable deposit received for the proposed sale of our Velarde\u00f1a Properties and other assets in June 2019 through December 2020. The deposit w", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1011509_2020.htm (CIK: 1011509, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01616", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nCompensation Discussion and Analysis\nNone of our officers have received any cash compensation for services rendered to us. Other than the payment to an affiliate of our sponsor of $10,000 per month for office space, utilities and secretarial and administrative support and reimbursement of expenses, we will not pay compensation of any kind, including any finder\u2019s fee, reimbursement, consulting fee or monies in respect of any payment of a loan, to our officers and directors prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is). However, these individuals are reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. We do not have a policy that prohibits our sponsor, executive officers or directors, or any of their respective affiliates, from negotiating for the reimbursement of out-of-pocket expenses by a target business. Our audit committee reviews on a quarterly basis all payments that were made to our sponsor, officers or directors, or our or their affiliates. Any such payments prior to an initial business combination will be made using funds held outside the trust account. Other than quarterly audit committee review of such payments, we do not expect to have any additional controls in place governing our reimbursement payments to our directors and executive officers for their out-of-pocket expenses incurred in connection with identifying and consummating an initial business combination.\nAfter the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to stockholders, to the extent then known, in the proxy solicitation materials or tender offer documents furnished to our stockholders in connection with a proposed initial business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed initial business combination, because the directors of the post-combination business will be responsible for determining officer and director compensation. Any compensation to be paid to our officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors.\nWe do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management\u2019s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment.\nThe compensation committee has reviewed and discussed this Compensation Discussion and Analysis with management and, based upon its review and discussions, the compensation committee recommended to the board of directors that the Compensation Discussion and Analysis be included ", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1831937_2020.htm (CIK: 1831937, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01617", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. Financial Statements and Supplementary Data\nThis information appears following Item 16 of this Annual Report on Form 10-K and is included herein by reference.\nITEM 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1759008_2020.htm (CIK: 1759008, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01618", "source": "edgar", "source_license": "public_domain", "text": "Item 11.\nExecutive Compensation.\nThe information required by this item is incorporated herein by reference to our Proxy Statement with respect to our 2021 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the end of the fiscal year covered by this Annual Report on Form 10-K.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1409269_2020.htm (CIK: 1409269, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01619", "source": "edgar", "source_license": "public_domain", "text": "Item 7A - Quantitative and Qualitative Disclosures About Market Risk\nThe Company is exposed to several market risks in its normal business activities. Market risk is the potential loss that may result from market changes associated with the Company's power generation or with an existing or forecasted financial or commodity transaction. The types of market risks the Company is exposed to are commodity price risk, interest rate risk, liquidity risk, and credit risk.\nCommodity Price Risk\nCommodity price risks result from exposures to changes in spot prices, forward prices, volatilities, and correlations between various commodities, such as electricity, natural gas and emissions credits. The Company manages the commodity price risk of its merchant generation operations by entering into derivative or non-derivative instruments to hedge the variability in future cash flows from forecasted power sales or purchases of fuel. The portion of forecasted transactions hedged may vary based upon management's assessment of market, weather, operation and other factors. See Item 15 - Note 7, Accounting for Derivative Instruments and Hedging Activities, to the Consolidated Financial Statements for more information.\nBased on a sensitivity analysis using simplified assumptions, the impact of a $0.50 per MMBtu decrease in natural gas prices across the term of the derivative contracts would cause no change to the net value of natural gas derivatives, and an increase of $0.50 MMBtu in natural gas prices across the term of the derivative contracts would cause an increase of approximately $1 million to the net value of natural gas derivatives as of December 31, 2020. The impact of a $0.50 per MWh increase or decrease in power prices across the term of the derivative contracts would cause a change of approximately $3 million to the net value of power derivatives as of December 31, 2020.\nInterest Rate Risk\nThe Company is exposed to fluctuations in interest rates through its issuance of variable rate debt. Exposures to interest rate fluctuations may be mitigated by entering into derivative instruments known as interest rate swaps, caps, collars and put or call options. These contracts reduce exposure to interest rate volatility and result in primarily fixed rate debt obligations when taking into account the combination of the variable rate debt and the interest rate derivative instrument. See Item 15 - Note 7, Accounting for Derivative Instruments and Hedging Activities, to the Consolidated Financial Statements for more information.\nMost of the Company's project subsidiaries enter into interest rate swaps, intended to hedge the risks associated with interest rates on non-recourse project level debt. See Item 15 - Note 10, Long-term Debt, to the Consolidated Financial Statements for more information about interest rate swaps of the Company's project subsidiaries.\nIf all of the above swaps had been discontinued on December 31, 2020, the Company would have owed the counterparties $134 million. Based on the credit ratings of the counterparties, the Company believes its exposure to credit risk due to nonperformance by counterparties to its hedge contracts to be insignificant.\nThe Company has long-term debt instruments that subject it to the risk of loss associated with movements in market interest rates. As of December 31, 2020, a 1% change in interest rates would result in an approximately $1 million change in interest expense on a rolling twelve-month basis.\nAs of December 31, 2020, the fair value of the Company's debt was $7,021 million and the carrying value was $7,049 million. The Company estimates that a 1% decrease in market interest rates would have increased the fair value of its long-term debt by $412 million.\nLiquidity Risk\nLiquidity risk arises from the general funding needs of the Company's activities and in the management of the Company's assets and liabilities.\nCounterparty Credit Risk\nCredit risk relates to the risk of loss resulting from non-p", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1637757_2020.htm (CIK: 1637757, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01620", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nIndustry Conditions\nHousing market conditions were very strong in 2020, despite a short pause in March and April due to COVID-19 uncertainties, as healthy underlying economic and housing market fundamentals drove demand with historically low interest rates, a limited supply of homes, and an increased desire for healthier, safer homes. Homebuilders with attractive, lower price-point product in desirable locations captured this demand that has been bolstered in part by millennials entering the market in a meaningful way, as well as the baby boomer generation downsizing. We believe the longer-term economic data supports a continuation of a solid homebuilding cycle, although individual market results will vary, responding to each respective market's economic factors.\nAt Meritage, we continue to focus on enhancing our entry-level and first move-up product through our commitment to simplification and remaining focused on our key financial initiatives of home closing gross margin improvement, selling, general and administrative cost control and long-term community count growth. As of December 31, 2020, 94% of our current communities are targeted to first-time or first move-up buyers and those buyer segments represented approximately 95% of our orders in 2020. We believe our strategy will allow us to achieve higher gross margins and better opportunities to leverage our overhead costs in the years to come.\nSummary Company Results\nTotal home closing revenue increased 23.9% due to higher closing volume, to $4.5 billion for the year ended December 31, 2020 from $3.6 billion in 2019. Home closing gross margin for the year ended December 31, 2020 improved by 310 basis points to 22.0% while gross margin for the year ended December 31, 2019 was 18.9%. The improved margin in 2020 reflects increased pricing power, increased volume and efficiencies in our construction process and effective cost controls, despite increasing lumber prices. We recorded impairment charges of approximately $24.9 million during the year ended December 31, 2020, primarily resulting from the decision to sell land assets that no longer fit our strategy, compared to $7.3 million of similar charges in 2019. Interest expense decreased to $2.2 million for the year ended December 31, 2020 from $8.4 million in 2019, due to the the early redemption of senior notes in the fourth quarter of 2019, partially offset by interest charges from our Credit Facility which had $500.0 million outstanding for several months during the first half of 2020. Pre-tax net earnings of $533.6 million in 2020 increased 76.1% from $302.9 million in 2019. Our effective tax rate in 2020 was 20.6% as compared to a 17.6% effective tax rate in 2019. Net income for the year ended December 31, 2020 was $423.5 million compared to $249.7 million in 2019.\nOur results for 2020 reflect strong growth in both closings and orders as buyers took advantage of the historically low interest-rate environment and capitalized on their desire to purchase their first home or move out of their existing home and transition to a larger, healthier home with indoor space to accommodate work and school from home needs and outdoor space to enjoy. We ended 2020 with 11,834 closings, a 27.7% increase over 9,267 closings in 2019. Orders improved by 42.7% in 2020 with 13,724 orders for the year compared to 9,616 in 2019. At December 31, 2020, our backlog of $1.8 billion on 4,672 units increased by 65.1% in value, compared to $1.1 billion on 2,782 units at December 31, 2019. Despite the instability of the market in the early stages of the COVID-19 pandemic, our full year cancellation rate on sales orders as a percentage of gross sales in 2020 decreased to 13.6% as compared to 14.2% for the year ended December 31, 2019.\nCompany Positioning\nWe believe that the investments in our new communities designed for the first-time and first move-up homebu", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: tax rate, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01621", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nWe are exposed to changes in prevailing market interest rates affecting the return on our investments but do not consider this interest rate market risk exposure to be material to our financial condition or results of operations. We invest primarily in United States Treasury instruments with short-term (less than one year) maturities. The carrying amount of these investments approximates fair value due to the short-term maturities. Under our current policies, we do not use derivative financial instruments, derivative commodity instruments or other financial instruments to manage our exposure to changes in interest rates or commodity prices.\nITEM 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1445109_2020.htm (CIK: 1445109, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01622", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\n\ufeff\nThe information required under this item is incorporated herein by reference to the Company\u2019s definitive proxy statement, to be filed with the Securities and Exchange Commission not later than 120 days after the close of the Company\u2019s fiscal year ended April 30, 2020.\n\ufeff\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 915358_2020.htm (CIK: 915358, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01623", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\nGILEAD SCIENCES, INC.\nSELECTED CONSOLIDATED FINANCIAL DATA\n_______________________________\n(1) See Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations included in Item 7", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 882095_2020.htm (CIK: 882095, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01624", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nMarket risk is the risk of loss to future earnings, values or cash flows that may result from changes in the price of a financial instrument. The fair value of a financial instrument, derivative or non-derivative, might change as a result of changes in interest rates, exchange rates, commodity prices, equity prices and other market changes. We have operations internationally and we are exposed to market risks in the ordinary course of our business. These risks include interest rate and foreign currency exchange rate risks.\nInterest Rate Risk\nWe enter into derivative agreements to fix the interest rates on a portion of our floating-rate debt. We assess and manage the external and internal risk associated with these derivative instruments in accordance with our overall operating goals. External risk is defined as those risks outside of our direct control, including counterparty credit risk, liquidity risk, systemic risk and legal risk. Internal risk relates to those operational risks within the management oversight structure and includes actions taken in contravention of our policies.\nThe primary external risk of our derivative agreements is counterparty credit exposure, which is defined as the ability of a counterparty to perform its financial obligations under the agreement. All of our derivative agreements are with highly-rated financial institutions. Credit exposures are measured based on the market value of outstanding derivative instruments. Both current and potential exposures are calculated for each derivative agreement to monitor counterparty credit exposure.\nAs of December 31, 2020, we had derivative agreements in place to fix interest rates on a portion of our borrowings under debt facilities with floating interest rates as summarized below:\n(1) The impact of forward starting swaps with total notional amount of $950.0 million will increase the weighted average remaining term to 6.0 years.\nOur derivative agreements are designated as cash flow hedges for accounting purposes. Any unrealized gains or losses related to the changes in fair value are recognized in accumulated other comprehensive income and reclassified to interest and debt expense as they are realized. As of December 31, 2020, we do not have any material non-designated derivatives. Previously, a portion of our swap portfolio was not designated and changes in the fair value of non-designated derivative agreements were recognized in the consolidated statements of operations as unrealized (gain) loss on derivative instruments, net and reclassified to realized (gain) loss on derivative instruments, net as they were realized.\nApproximately 87% of our debt is either fixed or hedged using derivative instruments which helps mitigate the impact of changes in short-term interest rates. However, a 100 basis point increase in the interest rates on our unhedged debt (primarily LIBOR) would result in an increase of approximately $8.0 million in interest expense over the next 12 months.\nForeign currency exchange rate risk\nAlthough we have significant foreign-based operations, the majority of our revenues and our operating expenses are denominated in U.S. dollars. However, we pay our non-U.S. employees in local currencies and certain operating expenses are denominated in foreign currencies. Net foreign currency exchange gains and losses were immaterial for the years ended December 31, 2020 and, 2019.\nITEM 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1660734_2020.htm (CIK: 1660734, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01625", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A.\nQUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK\nWe are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.\nITEM 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1061027_2020.htm (CIK: 1061027, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01626", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data.\nReport of Independent Registered Public Accounting Firm\nShareholders and Board of Directors\nAxonics Modulation Technologies, Inc.\nIrvine, California\nOpinion on the Consolidated Financial Statements\nWe have audited the accompanying consolidated balance sheets of Axonics Modulation Technologies, Inc. (the \u201cCompany\u201d) as of December 31, 2020 and 2019, the related consolidated statements of comprehensive loss, stockholders\u2019 equity (deficit), and cash flows for each of the three years in the period ended December 31, 2020, the consolidated statement of mezzanine equity for the year ended December 31, 2018, and the related notes (collectively referred to as the \u201cconsolidated financial statements\u201d). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.\nWe also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (\u201cPCAOB\u201d), the Company\u2019s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (\u201cCOSO\u201d) and our report dated March 1, 2021 expressed an unqualified opinion thereon.\nBasis for Opinion\nThese consolidated financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.\nOur audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.\nCritical Audit Matter\nThe critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.\nIncome Taxes\nAs described in Notes 1 and 8 to the consolidated financial statements, the Company\u2019s accounting for income taxes requires the recognition of deferred tax assets, liabilities, and valuation reserves for the expected future tax consequences of events ", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, deferred tax. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01627", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nSummary Compensation Table\nThe table below summarizes all compensation awarded to, earned by, or paid to our former or current executive officers for the fiscal years ended July 31, 2020 and 2019 and 2018.\nThe table below summarizes all compensation awarded to, earned by, or paid to each named executive officer for our last two completed fiscal years for all services rendered to us.\n* Stock Award was 8,000,000 Series D Preferred Shares\n(1) Based on the remaining 6 months of Calendar year 2020\n(2) Stock award, grant date of July 1, 2020, of 2,000,000 shares of Series D Preferred Stock is the result of a transfer from Emerging Growth Advisors, Inc., holding of 8,000,000 shares of Series D Preferred Stock.\n(3) Initial stock award, grant date of April 29, 2019, was 8,000,000 Series D Preferred Shares in the name of Emerging Growth Advisors, Inc. A total of 2,000,000 shares was transferred to Rob Gietl as part of his agreement to become President/CEO and Chairman of the Company, therefore compensation amount is reduced by $367,485.\n(4) The valuation of the stock grant of Series D Preferred Stock is based on an analysis of FASB ASC 718-10 and FASB ASC 505-50 as is more fully described in Footnote 10 to the July 31, 2019 year-end financial states incorporated into this Offering Statement.\nNarrative to Summery Compensation Table\nOn October 1, 2018, we entered into an employment agreement with James W. Zimbler (\u201cZimbler\u201d) to be our Chief Executive Officer (the \u201cZimbler Agreement\u201d). Effective with the appointment of Rob Gietl as President/CEO and Chairman of the Board of Directors, the Employment Agreement was superseded by a consulting Agreement dated July 1, 2020 with a term of three years. The Consulting Agreement has the following material terms. A consulting fee of $15,000 is payable per month for the first year increasing by $2,500 per year for the next two years. Consultant is also entitled to an additional payment of up to $1,500 per month to cover the cost of Health Insurance. Consultant is also to be reimbursed for reasonable expenses performed on behalf of the Company.\nThe following is a summary of the material terms of the Gietl Agreement.\n\u00a7 The term commences on July 1, 2020 and is for a period of three (3) years, unless terminated earlier as provided therein.\n\u00a7 Gietl\u2019s initial monthly Base Salary is $15,000, with an increase of $2,500 each year for the term of the Agreement.\n\u00a7 Gietl is entitled to participate in any Bonus or Executive Compensation Plan established by the Company.\n\u00a7 Upon termination of Gietl\u2019s employment, he may be entitled to receive certain post-termination severance benefits depending upon whether such termination is by the Company without Cause, in relation to a Change of Control, a resignation by Gietl for Good Reason, or by reason of Gietl\u2019s death or disability (as such terms are defined in the Gietl Agreement).\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1304741_2020.htm (CIK: 1304741, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01628", "source": "edgar", "source_license": "public_domain", "text": "Item 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nII-76\nTable of Contents Index to Financial Statements\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nTo the stockholders and the Board of Directors of The Southern Company and Subsidiary Companies\nOpinions on the Financial Statements and Internal Control over Financial Reporting\nWe have audited the accompanying consolidated balance sheets of The Southern Company and subsidiary companies (Southern Company) as of December 31, 2020 and 2019, the related consolidated statements of income, comprehensive income, stockholders' equity, and cash flows for each of the three years in the period ended December 31, 2020, and the related notes (collectively referred to as the \"financial statements\"). We also have audited Southern Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).\nIn our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Southern Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, Southern Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.\nBasis for Opinions\nSouthern Company's management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on these financial statements and an opinion on Southern Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to Southern Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.\nOur audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.\nDefinition and Limitations of Internal Control over Fina", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 41091_2020.htm (CIK: 41091, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01629", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nThe factors described below represent our principal risks. Other factors may exist that we do not consider to be significant based on information that is currently available or that we are not currently able to anticipate.\nRisks Related to Our Corporate Structure\nThe limit on the number of shares a person may own may discourage a takeover that could otherwise result in a premium price to our stockholders and may hinder a stockholder's ability to dispose of his or her shares.\nOur charter, with certain exceptions, authorizes our directors to take such actions as are necessary and desirable to preserve our qualification as a REIT. In this respect, among other things, unless exempted (prospectively or retroactively) by our board of directors, no person may own (i) more than 9.8% in value of the aggregate of our outstanding shares (of any class or series, including common shares or preferred shares) of stock, or (ii) more than 9.8% (in value or number, whichever is more restrictive) of the aggregate of the outstanding shares of only our common stock. This restriction may have the effect of delaying, deferring or preventing a change in control of us, including an extraordinary transaction (such as a merger, tender offer or sale of all or substantially all our assets) that might provide a premium price for holders of our common stock, and may make it more difficult for a stockholder to sell or dispose of his or her shares.\nOur charter permits our board of directors to issue stock with terms that may subordinate the rights of common stockholders or discourage a third party from acquiring us in a manner that might result in a premium price to our stockholders.\nOur charter permits our board of directors to issue up to 510,000,000 shares of common stock, of which 185,000,000 are designated as Class A shares, 75,000,000 are designated as Class I shares, 175,000,000 are designated as Class T shares, and 75,000,000 are designated as Class T2 shares, and 100,000,000 shares of preferred stock. In addition, our board of directors, without any action by our stockholders, may amend our charter from time to time to increase or decrease the aggregate number of shares or the number of shares of any class or series of stock that we have authority to issue. Our board of directors may classify or reclassify any unissued common stock or preferred stock into other classes or series of stock and establish the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications and terms and conditions of repurchase of any such stock. Thus, if also approved by a majority of our independent directors not otherwise interested in the transaction, who will have access, at our expense, to our legal counsel or independent legal counsel, our board of directors could authorize the issuance of additional preferred stock with terms and conditions that could have a priority as to distributions and amounts payable upon liquidation over the rights of the holders of our common stock. Preferred stock could also have the effect of delaying, deferring or preventing a change in control of us, including an extraordinary transaction (such as a merger, tender offer or sale of all or substantially all our assets) that might provide a premium price for holders of our common stock.\nOur board of directors may change our investment policies without stockholder approval, which could alter the nature of our stockholders' investments.\nOur charter requires that our independent directors review our investment policies at least annually to determine that the policies we are following are in the best interest of the stockholders. These policies may change over time. The methods of implementing our investment objectives and strategies also may vary, as new real estate development trends emerge and new investment techniques are developed. Except to the extent that policies and investment limitations a", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1567925_2020.htm (CIK: 1567925, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01630", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\nThe following table summarizes our selected historical financial information for each of the last five fiscal years (in thousands except per share amounts). The selected financial information has been derived from our audited Consolidated Financial Statements. Additional data for fiscal years 2020, 2019, and 2018 is included elsewhere in this report.\nThe following selected financial data should be read in conjunction with the Company\u2019s consolidated financial statements and notes along with \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d included elsewhere in this report.\nNon-GAAP Financial Measures\nOur reported results are presented in accordance with GAAP. We also disclose Funds From Operations (\u201cFFO\u201d) and Adjusted Funds From Operations (\u201cAFFO\u201d), both of which are non-GAAP financial measures. We believe these two non-GAAP financial measures are useful to investors because they are widely accepted industry measures used by analysts and investors to compare the operating performance of REITs.\nFFO and AFFO do not represent cash generated from operating activities and are not necessarily indicative of cash available to fund cash requirements; accordingly, they should not be considered alternatives to net income as a performance measure or cash flows from operating activities as reported on our statement of cash flows as a liquidity measure and should be considered in addition to, and not in lieu of, GAAP financial measures.\nWe compute FFO in accordance with the definition adopted by the Board of Governors of the National Association of Real Estate Investment Trusts, or NAREIT. NAREIT defines FFO as GAAP net income or loss adjusted to exclude extraordinary items (as defined by GAAP), net gain or loss from sales of depreciable real estate assets, impairment write-downs associated with depreciable real estate assets and real estate related depreciation and amortization, including the pro rata share of such adjustments of unconsolidated subsidiaries. The Company also excludes the gains or losses from sales of assets incidental to the primary business of the REIT which specifically include the sales of mitigation credits, impact fee credits, subsurface sales, and the land sales gains included in discontinued operations. To derive AFFO, we modify the NAREIT computation of FFO to include other adjustments to GAAP net income related to non-cash revenues and expenses such as straight-line rental revenue, amortization of deferred financing costs, amortization of capitalized lease incentives and above- and below-market lease related intangibles, and non-cash compensation. Such items may cause short-term fluctuations in net income but have no impact on operating cash flows or long-term operating performance. We use AFFO as one measure of our performance when we formulate corporate goals.\nFFO is used by management, investors and analysts to facilitate meaningful comparisons of operating performance between periods and among our peers primarily because it excludes the effect of real estate depreciation and amortization and net gains on sales, which are based on historical costs and implicitly assume that the value of real estate diminishes predictably over time, rather than fluctuating based on existing market conditions. We believe that AFFO is an additional useful supplemental measure for investors to consider because it will help them to better assess our operating performance without the distortions created by other non-cash revenues or expenses. FFO and AFFO may not be comparable to similarly titled measures employed by other companies.\nReconciliation of Non-GAAP Measures (in thousands):\nOther Data (in thousands except per share data):\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 23795_2020.htm (CIK: 23795, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01631", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nOur consolidated financial statements required by this Item are set forth in Item 15 beginning on page of this Annual Report on Form 10-K.\nITEM 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1410428_2020.htm (CIK: 1410428, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01632", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11.Executive Compensation\nThe information required by this item is hereby incorporated by reference to the material appearing in the Notice and Proxy Statement for the 2021 Annual Meeting of Shareholders, to be filed pursuant to Regulation 14A under the Exchange Act.\n\u200e\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1393311_2020.htm (CIK: 1393311, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01633", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.\nWe do not hold any derivative instruments and do not engage in any hedging activities.\nITEM 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1584693_2020.htm (CIK: 1584693, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01634", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nThe information required by this Item is incorporated herein by reference to the Proxy Statement to be issued in connection with the Annual Meeting of Stockholders of our Company which is expected to be held on July 21, 2020, under those sections of the Proxy Statement to be titled \u201cExecutive Compensation,\u201d \u201cCompensation Committee Interlocks and Insider Participation,\u201d and \u201cDirector Compensation.\u201d That Proxy Statement will be filed within 120 days after the end of our fiscal year. Notwithstanding the foregoing, the Compensation Committee Report included within the section of the Proxy Statement to be titled \u201cExecutive Compensation\u201d is only being \u201cfurnished\u201d hereunder and shall not be deemed \u201cfiled\u201d with the Securities and Exchange Commission or subject to the liabilities of Section 18 of the Securities Exchange Act of 1934.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 16918_2020.htm (CIK: 16918, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01635", "source": "edgar", "source_license": "public_domain", "text": "Item 7.Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nCurrent Positioning\nThe outcome of the ongoing coronavirus situation is uncertain and could have a positive or negative impact on the performance of the Fund. In addition to the tragic human impacts of the virus, the resulting economic fallout appears recessionary. The past two U.S. recessions, in 2000 and 2008, were two of the best performing periods for the Fund. However, the future will not unfold exactly like the past and the Fund\u2019s performance in the future is unknowable.\nThe Fund\u2019s exposures evolve dynamically based on the tactical opportunities perceived by the underlying systematic trading programs. As macroeconomic trends change course, for example becoming more bearish, we would expect the portfolio\u2019s exposures to adapt accordingly. For example, the Fund\u2019s current positioning has changed substantially from year end.\nDuring January and February 2020, the Fund redeemed its interest in the LoCorr Macro Strategies Fund, removed Mondiale Asset Management Ltd., PGR Capital LLP and Winton Capital Management Ltd. as Trading Advisors and added Graham Capital Management, LP. Additionally, the Fund modified the trading program that Millburn Ridgefield Corporation used for the Fund to a program with higher volatility. In August, the Fund removed Synergie Capital Management, LLC as Trading Advisor.\nResults of Operations\nThe returns for each class of Units for the years ended, or periods ended from inception to, December 31, 2020, 2019 and 2018 were:\n\u2020 Inception date: November 1, 2018.\n\u2020\u2020 Inception date: July 1, 2019.\nResults from past periods are not necessarily indicative of results that may be expected for any future period. Monthly analysis of the trading gains and losses is provided below.\nJanuary\nIn January, capital markets were impacted by two significant developments. Early in the month, Iranian General Qassem Soleimani was killed in a U.S. airstrike. Iran responded with their own missile attack against a U.S. military base in Iraq, though tensions de-escalated from there. While global equity markets shrugged off these events, they fell later in the month as mounting concerns regarding the coronavirus outbreak fueled a risk-off stance by market participants. Speculation regarding the virus\u2019 future effect on Chinese and global economic growth helped drive rates lower/bond prices higher. Gold also continued to surge as investors sought safe haven assets while oil prices sold-off sharply.\nThe Fund enjoyed a strong start to the year with the largest gains from long fixed income positions, which were boosted by falling rates. Foreign currency trading was profitable as long U.S. Dollar positions benefitted from the greenback\u2019s strength. Long positions in equities were unprofitable, as stocks were hurt by the coronavirus fears during the second half of January. In commodities, long precious metals exposure was profitable. Energy trading also enjoyed gains as plunging natural gas prices provided a lift to short positions. Trading in agricultural commodities was not a significant factor. The Fund finished with a net gain of 3.19%, 3.31%, 3.30%, 3.34%, 3.43% and 3.36% for Class A, A2, A3, B, I, and R Units, respectively.\nFebruary\nAfter the S&P 500 reached a new high in mid-February, intensifying coronavirus fears contributed to a massive sell-off in equities while the U.S. 10-year Treasury yield fell to an all-time low. The rapidity of the correction in the S&P 500 was historic as the Index experienced its fastest ever 10% sell-off. With the outbreak spreading outside of China and cases in Italy, Iran, and South Korea soaring, investors fled risk assets in droves as they grappled with how deeply and for how long quarantines, reduced travel, factories shutting down, school closures, etc. will negatively impact economic growth and corporate profitability. While the severity of the economic toll may be unknowable at this time, some recent datap", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 861441_2020.htm (CIK: 861441, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01636", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk\nThe market risk inherent in our financial instruments and in our financial position represents the potential loss arising from adverse changes in interest rates. As of December 31, 2020 and 2019, we had cash, cash equivalents, restricted cash and investments of $140.1 million and $91.6 million, respectively, consisting of non-interest and interest-bearing money market accounts. Our primary exposure to market risk is interest rate sensitivity, which is affected by changes in the general level of U.S. interest rates. Due to the short-term and the low risk profile of our money market accounts and investments, and our current plan to hold investments to maturity, an immediate 100 basis point change in interest rates would not have a material effect on the fair market value of our cash equivalents or short-term investments.\nIn addition, we are subject to currency risk for balances held in Russian rubles in our foreign subsidiary. We hold portions of our funds in both U.S. dollars and Russian rubles. The exchange rate between the U.S. dollar and Russian ruble changes from period to period. As of December 31, 2020, we held cash and cash equivalents totaling $0.3 million in Russian banks to support our Russian subsidiary, all of which were denominated in U.S. dollars. We do not hedge against foreign currency risks. We do not believe that inflation and changing prices had a significant impact on our results of operations for any periods presented herein.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1453687_2020.htm (CIK: 1453687, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01637", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nThe following risk management discussion and the estimated amounts generated from sensitivity analysis presented are forward-looking statements of market risk assuming certain market conditions occur. Future results may differ materially from these estimated results due to, among other things, actual developments in the global financial markets, changes in the composition of our investment portfolio, or changes in our business strategies. The results of analysis we use to assess and mitigate risk are not projections of future events or losses. See \"Cautionary Statement Regarding Forward-Looking Statements\" for additional information regarding our forward-looking statements.\nWe are principally exposed to four types of market risk: interest rate risk; credit risk; equity price risk and foreign currency risk. Our policies to address these risks in 2020 are not materially different than those used in 2019, and, based on our current knowledge and expectations, we do not currently anticipate significant changes in our market risk exposures or in how we will manage those exposures in future reporting periods. However, due to the ongoing uncertainty and volatility in financial markets as a result of the economic conditions caused by the COVID-19 pandemic, we expect interest rates, credit spreads and global equity markets to remain volatile in the near-term. Furthermore, the pandemic has increased the risk of defaults across many industries. As a result, we continue to closely monitor market risk during this time.\nInterest Rate and Credit Spread Risk\nInterest rate risk is the price sensitivity of a security to changes in interest rates. Credit spread risk is the price sensitivity of a security to changes in credit spreads. Our investment portfolio and funds held - directly managed includes fixed maturity and short-term investments, whose fair values will fluctuate with changes in interest rates and credit spreads. We attempt to maintain adequate liquidity in our fixed maturity investments portfolio with a strategy designed to emphasize the preservation of our invested assets and provide sufficient liquidity for the prompt payment of claims and contract liabilities, as well as for settlement of commutation payments. We also monitor the duration and structure of our investment portfolio.\nThe following table summarizes the aggregate hypothetical change in fair value from an immediate parallel shift in the treasury yield curve, assuming credit spreads remain constant, in our fixed maturity and short-term investments portfolio classified as trading and AFS, our funds held directly managed portfolio, our fixed income funds and our fixed income exchange-traded funds, and excludes investments classified as held-for-sale:\n(1) Excludes equity exchange-traded funds of $154.9 million and $0 for the years ended December 31, 2020 and December 31, 2019, respectively, which are included in the Equity Price Risk section below.\nActual shifts in interest rates may not change by the same magnitude across the maturity spectrum or on an individual security and, as a result, the impact on the fair value of our fixed maturity securities, short-term investments, funds held - directly managed and fixed income exchange-traded fund may be materially different from the resulting change in value indicated in the tables above.\nThe following table summarizes the aggregate hypothetical change in fair value from an immediate parallel shift in credit spreads assuming interest rates remain fixed, in our fixed maturity and short-term investments portfolio classified as trading and AFS, our funds held directly managed portfolio, our fixed income funds and our fixed income exchange-traded funds, and excludes investments classified as held-for-sale:\n(1) Excludes equity exchange-traded funds of $154.9 million and $0 for the years ended December 31, 2020 and December 31, 2019, respectively, which are included ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1363829_2020.htm (CIK: 1363829, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01638", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures about Market Risk\nCurrency Risks\nTransaction Exposure and Revaluation Effects\nTransaction exposure arises because the cost of a product originates in one currency and the product is sold in another currency. Revaluation effects come from valuation of assets denominated in other currencies than the reporting currency of each unit.\nThe Company\u2019s gross transaction exposure for 2020 was approximately $0.9 billion. A part of the currency flows had counter-flows in the same currency pair, which reduced the net exposure to approximately $0.6 billion. The largest net transaction exposures were the sale of Euro against the U.S. Dollar, the purchase of U.S. Dollar against Korean Won and the sale of Euro against Romanian Leu. The five largest currency pairs accounted for approximately 86% of the Company\u2019s net currency transaction exposure.\nSince the Company can only effectively hedge these currency flows in the short term, periodic hedging would only reduce the impact of fluctuations temporarily. Over time, periodic hedging would postpone but not reduce the impact of fluctuations. In addition, the net exposure is limited to approximately one quarter of net sales and is made up of close to 20 different currency pairs with exposures of more than $1 million each. Veoneer generally does not hedge these flows. However, for some purchased components from external suppliers, the Company may enter into hedging from time to time. There were no foreign exchange forward contracts outstanding as of December 31, 2020.\nTranslation Exposure in the Statement of Operations and Balance Sheet\nThe Company estimates that a 1% increase in the value of the U.S. dollar versus European currencies would decrease reported U.S. dollar annual net sales in 2020 by approximately $6 million or by -0.4% while it would have a positive impact on the operating loss for 2020 by approximately $1 million, or b 0.2%, assuming reported corporate average margin.\nInterest Rate Risk\nAs of December 31, 2020, we had cash and cash equivalents of $758 million. As of December 31, 2020, the Company estimates that a 1% change of the interest rates would not significantly impact our interest expense or income.\nComponent Costs\nVeoneer procures raw material and components from a variety of suppliers around the world. Generally, we seek to obtain mechanical components and material in the region in which our products are manufactured to limit transportation, currency risks and other costs. The most significant raw materials we use to manufacture our products are various electrical components and material price changes in Veoneer\u2019s supply chain could have a significant impact on products profitability.\nThe Company\u2019s strategies to offset price increases on cost of materials include working with suppliers to mitigate costs, seeking alternative product designs and material specifications, combining purchase requirements with our customers and/or suppliers, changing suppliers, and other means. However, should these actions not be sufficient to offset component price increases, our earnings could be materially impacted.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1733186_2020.htm (CIK: 1733186, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01639", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11.\nEXECUTIVE COMPENSATION\nCOMPENSATION DISCUSSION AND ANALYSIS\nThe primary focus of our executive compensation programs is to improve our performance year over year and over a longer-term period. The compensation programs were designed to provide the tools necessary to hire executives with the skills needed to manage Tandy Leather Factory, Inc. to meet these goals and to retain them over the long-term. In developing the programs, a key consideration was to have plans that were easy to understand and administer, while being competitive with companies of similar size and philosophy. Over the past several years, management and the Compensation Committee have worked to refine the compensation programs used to ensure that they support these goals and our ongoing business objectives. Our philosophy has been to reward team performance, measured by our overall results. Each executive officer\u2019s compensation is linked to their individual contribution toward increases in the size of our operations, our income, and increases in stockholder value. At the 2020 Annual Meeting, stockholders were asked to approve Tandy Leather Factory, Inc.\u2019s 2019 executive compensation programs. Approximately 99% of the shares voted approved the program. In consideration of these results and other factors the Compensation Committee evaluates on a regular basis, the Compensation Committee concluded that Tandy Leather Factory, Inc.\u2019s existing executive compensation programs continue to be appropriate to support Tandy Leather Factory, Inc.\u2019s compensation philosophy and objectives described in this discussion.\nCompensation for our executive officers consists of the following components:\n\u2022\nBase salary;\n\u2022\nAnnual incentive bonus;\n\u2022\nRestricted stock unit grants;\n\u2022\nRetirement and other benefits, and\n\u2022\nEmployment Agreements.\nEach of these elements of pay is described below.\nCompany Performance. In 2020, Tandy Leather Factory, Inc.\u2019s sales decreased approximately 15% from 2019, as the Company\u2019s entire fleet of stores was temporarily shut down by the COVID-19 pandemic. Because of the ongoing financial restatement, the Company has not yet announced (as of the date of this information statement) its full-year gross profits or operating expenses for 2020.\nBase Salary\nBase salaries are intended to reward our executive officers based upon their roles within Tandy Leather Factory, Inc. and for their performance in those roles. Base salaries are established when an executive officer is hired, based on prior experience and compared to salaries for comparable positions in other companies. Base salaries are generally increased annually, if market factors dictate such increases and assuming our financial performance is satisfactory. The Company did not increase, and temporarily lowered because of the COVID-19 pandemic, base salaries for its executive officers during 2020.\nBonuses\nWe award discretionary bonuses to our executive officers, as determined by the Compensation Committee. We determine these bonuses on a subjective basis, considering business prospects for the upcoming year and the improvement in our net income and financial position for the year in question. These discretionary bonuses are awarded annually and paid in the first quarter of the following year. We did not award any bonuses to our executive officers for 2020.\nRestricted Stock Unit Grants\nWe award restricted stock unit grants to promote long-term retention of executive officers and permit them to accumulate equity ownership in Tandy Leather Factory, Inc., so that the interests of our management team are directly aligned with the interest of our stockholders. We believe it is important to have an element of compensation that is focused directly on retaining talent so that we can minimize potential loss of company and industry knowledge and the disruption inherent in unplanned turnovers. Restricted stock unit grants also align our executive officers with our stockholders by making them stockholders themselv", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 909724_2020.htm (CIK: 909724, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01640", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\nCautionary Note Regarding Forward-Looking Statements\nThis Annual Report on Form 10-K and certain information incorporated herein by reference contain forward-looking statements within the \u201csafe harbor\u201d provisions of the Private Securities Litigation Reform Act of 1995. All statements included or incorporated by reference in this Annual Report, other than statements that are purely historical, are forward-looking statements. Words such as \u201canticipate,\u201d \u201cexpect,\u201d \u201cintend,\u201d \u201cplan,\u201d \u201cbelieve,\u201d \u201cseek,\u201d \u201cestimate,\u201d \u201cwill,\u201d \u201cshould,\u201d \u201cwould,\u201d \u201ccould,\u201d \u201cmay\u201d and similar expressions also identify forward-looking statements. The forward-looking statements include, without limitation, statements regarding our future operations, financial condition and prospects, operating results, revenues and earnings liquidity, our estimated income tax rate, unrecognized tax positions, amortization expenses, impact of recent accounting pronouncements, our cost management program, our acquisition strategy and our growth plans, expectations regarding our recent acquisitions, and the reasonableness of the carrying value related to specific financial assets and liabilities.\nOur expectations, beliefs, objectives, intentions and strategies regarding future results are not guarantees of future performance and are subject to risks and uncertainties that could cause actual results to differ materially from results contemplated by our forward-looking statements.\nWe urge you to carefully consider risks and uncertainties and review the additional disclosures we make concerning risks and uncertainties that may materially affect the outcome of our forward-looking statements and our future business and operating results, including those made in Item 1A, \u201cRisk Factors\u201d in this Annual Report on Form 10-K, as such risk factors may be amended, supplemented or superseded from time to time by other reports we file with the SEC. We assume no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of the filing of this Annual Report on Form 10-K.\nOverview\nWe are an arrhythmia management company focused on improving the way cardiac arrhythmias are diagnosed and treated. Despite several decades of effort by the incumbents in this field, the clinical and economic challenges associated with arrhythmia treatment continue to be a huge burden for patients, providers and payors. We are committed to advancing the field of electrophysiology with a unique array of products and technologies which will enable more physicians to treat more patients more effectively and efficiently. Through internal product development, acquisitions and global partnerships, we have established a global sales presence delivering a broad portfolio of highly differentiated electrophysiology products. Our goal is to provide our customers with a complete solution for catheter-based treatment of cardiac arrhythmias in the geographic markets that we serve.\nOur product portfolio includes novel access catheters, diagnostic and mapping catheters, ablation catheters, mapping and imaging consoles and accessories, as well as supporting algorithms and software programs. Our foundational and most highly differentiated product is our AcQMap imaging and mapping system. Our paradigm-shifting AcQMap System offers a novel approach to mapping the drivers and maintainers of arrhythmias with unmatched speed and precision. With the ability to rapidly and accurately identify ablation targets and to confirm both ablation success and procedural completion, we believe our AcQMap System addresses the primary unmet need in electrophysiology procedures today.\nWe were incorporated in the State of Delaware on March 25, 2011 and are headq", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax rate. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01641", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nInvesting in our common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described below, together with all of the other information in this Annual Report on Form 10-K, including the section titled \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d and our Consolidated Financial Statements and related notes, before making a decision to invest in our common stock. Our business, results of operations, financial condition or prospects could also be harmed by risks and uncertainties that are not presently known to us or that we currently believe are not material. If any of the risks actually occur, our business, results of operations and financial condition could be adversely affected. In that event, the market price of our common stock could decline, and you could lose all or part of your investment. In addition, the impacts of COVID-19 and any worsening of the economic environment may exacerbate the risks described below, any of which could have a material impact on us. This situation is changing rapidly, and additional impacts may arise that we are not currently aware of.\nSummary Risk Factors\nThe following summarizes the most material risks that make an investment in our securities risky or speculative. If any of the following risks occur or persist, our business, financial condition, results of operations and prospects could be materially harmed and the market price of our common stock could significantly decline:\nBusiness and Operations\n\u2022\nthe effects of the COVID-19 pandemic could materially and adversely affect our business, financial condition and results of operations, including by, among other things, decreasing customer demand for\nour products and services or putting at risk our ability to collect from customers amounts due for products and services;\n\u2022\nour financial results depend on our ability to attract and retain customers, convert unpaid users to customers, and develop and expand relationships with organizational customers;\n\u2022\nour revenue growth rate has fluctuated in recent periods and may slow in the future;\n\u2022\nour business depends on a strong and trusted brand, and any failure to maintain, protect and enhance our brand would hurt our ability to retain or expand our customer and user base, our market share and our ability to attract and retain employees;\n\u2022\nas a substantial portion of our sales efforts are increasingly targeted at winning SurveyMonkey Enterprise customers, we may not succeed in building a significant and effective salesforce or managing our sales channels effectively, our sales cycle may become lengthier and more expensive, we may encounter greater pricing pressure and our customers may be displeased with our support and services;\n\u2022\nour inability to successfully retain our existing senior management and other key personnel or to attract and retain new qualified personnel could materially and adversely impact our ability to operate or grow our business;\n\u2022\ngeneral global economic conditions and our inability to compete successfully in our markets may materially and adversely affect demand for our products, services and solutions;\nInformation Technology and Cybersecurity\n\u2022\nwe have experienced, and may in the future experience, interruptions in the performance of our network infrastructure, websites, other systems and those of third-party service providers, including server failures that temporarily impair or disable the performance of our websites due to a variety of factors, such as infrastructure changes, human or software errors, capacity constraints and denial of service or fraud or security attacks;\n\u2022\nwe are vulnerable to software bugs, computer viruses, break-ins, phishing attacks, employee errors or malfeasance, attempts to overload our servers with denial-of-service or other attacks and similar disruptions from unauthorized use of our computer systems, any of which could lead to interruption", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1739936_2020.htm (CIK: 1739936, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01642", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nRisks Related to Our Business and Operations\nOur revenue may fluctuate from period to period, which could cause our share price to fluctuate.\nOur revenue may fluctuate from period to period in the future due to a variety of factors, many of which are beyond our control. Factors relating to our business that may contribute to these fluctuations include the following events, as well as other factors described elsewhere in this Annual Report on Form 10-K:\n\u2022\na decline or slowdown of the growth in the value of financial market assets or changes in the mix of assets on our platform, which may reduce the value of our platform assets and therefore our revenue and cash flows;\n\u2022\na lowering of interest rates, which would directly and proportionately impact our spread-based revenue;\n\u2022\nsignificant fluctuations in securities prices affecting the value of assets on our platform, including as a result of public health concerns or epidemics such as the COVID-19 pandemic;\n\u2022\nnegative public perception and reputation of the financial services industry, which would reduce demand for our investment solutions and services;\n\u2022\nunanticipated acceleration of client investment preferences to lower-fee options;\n\u2022\ndownward pressure on fees we charge our investor clients, which would reduce our revenue;\n\u2022\nchanges in laws or regulations that could impact our ability to offer investment solutions and services;\n\u2022\nfailure to obtain new clients or retain existing clients on our platform, or changes in the mix of clients on our platform;\n\u2022\nfailure by our financial adviser clients to obtain new investor clients or retain their existing investor clients;\n\u2022\nfailure to adequately protect our proprietary technology and intellectual property rights;\n\u2022\nreduction in the suite of investment solutions and services made available by third-party providers to existing clients;\n\u2022\nreduction in fee percentage or total fees for future periods, which may have a delayed impact on our results given that our asset-based fees are billed to advisers in advance of each quarter;\n\u2022\nchanges in our pricing policies or the pricing policies of our competitors to which we have to adapt; or\n\u2022\ngeneral domestic and international economic and political conditions that may decrease investor demand for financial advisers or investment services.\nAs a result of these and other factors, our results of operations for any quarterly or annual period may differ materially from our results of operations for any prior or future quarterly or annual period and should not be relied upon as indications of our future performance.\nWe operate in an intensely competitive industry, with many firms competing for business from financial advisers on the basis of the quality and breadth of investment solutions and services, ability to innovate, reputation and the prices of services, among other factors, and this competition could hurt our financial performance.\nWe compete with many different types of companies that vary in size and scope, including other TAMPs. In addition, some of our adviser clients have developed or may develop the in-house capability to provide the technology or investment advisory services they have retained us to perform. These clients may also offer internally developed services to their financial advisers, obviating the need to hire us, and they may offer these services to third-party financial advisers or financial institutions, thereby competing directly with us for that business.\nSome of our competitors have greater name recognition or greater resources than we do, and may offer a broader range of services across more markets. These resources may allow our competitors to respond more quickly to new technologies or changes in demand for investment solutions and services, devote greater resources to developing and promoting their services and make more\nattractive offers to potential clients and strategic partners, which could hurt our financial performance. Further, some of", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1591587_2020.htm (CIK: 1591587, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01643", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nThis information appears following Item 16 of this Report and is included herein by reference.\nITEM 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1817640_2020.htm (CIK: 1817640, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01644", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nThe following discussion should be read in conjunction with, and is qualified in its entirety by reference to, Item 6, \"Selected Financial Data\" and our consolidated financial statements and related notes included elsewhere in this annual report. The discussions in this section contain forward-looking statements that involve risks and uncertainties, including, but not limited to, those described in Item 1A, \"Risk Factors.\" Actual results could differ materially from those discussed below. Please refer to the section entitled \"Forward-Looking Statements\".\nOverview\nWe are one of the largest providers of highly engineered industrial process heating solutions for process industries. For over 65 years, we have served a diverse base of thousands of customers around the world in attractive and growing markets, including oil & gas, chemical processing, power generation, mining and other industrial markets. We are a global leader and one of the few thermal solutions providers with a global footprint. We offer a full suite of products (heating units, heating cables, temporary power solutions and tubing bundles) and services (engineering, installation and maintenance services) and software (design optimization and control systems) required to deliver comprehensive solutions to some of the world's largest and most complex projects. We serve our customers through a global network of sales and service professionals and distributors in more than 30 countries and through our ten manufacturing facilities on three continents. These global capabilities and longstanding relationships with some of the largest multinational oil & gas, chemical processing, power and EPC companies in the world have enabled us to diversify our revenue streams and opportunistically access high growth markets worldwide. For fiscal 2020, approximately 59% of our revenues were generated outside of the United States. Since March 2015, we have acquired four companies (THS, Unitemp, Sumac and IPI), that offer complementary products and services to our core thermal\nsolution offerings. We actively pursue both organic and inorganic growth initiatives that serve to advance our corporate strategy.\nRevenue. Our revenues are derived from providing customers with a full suite of innovative and reliable process heating solutions, including electric and steam heat tracing, tubing bundles, control systems, design optimization, engineering services, installation services, portable power solutions and software. Additionally, THS offers a complementary suite of advanced heating and filtration solutions for industrial and hazardous area applications. Historically, our sales are primarily to industrial customers for petroleum and chemical plants, oil and gas production facilities and power generation facilities. Our petroleum customers represent a significant portion of our business. We serve all three major categories of customers in the petroleum industry - upstream exploration/production, midstream transportation and downstream refining. Overall, demand for industrial heat tracing solutions falls into two categories: (i) new facility construction, which we refer to as Greenfield projects, and (ii) recurring maintenance, repair and operations and facility upgrades or expansions, which we refer to as MRO/UE. Greenfield construction projects often require comprehensive heat tracing solutions. We believe that Greenfield revenue consists of sales revenue by customer in excess of $1 million annually (excluding sales to resellers), and typically includes most orders for projects related to facilities that are new or that are built independent of existing facilities. We refer to sales revenue by customer of less than $1 million annually, which we believe are typically derived from MRO/UE, as MRO/UE revenue. Based on our experience, we believe that $1 million in annual sales is an appropriate threshold f", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1489096_2020.htm (CIK: 1489096, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01645", "source": "edgar", "source_license": "public_domain", "text": "Item 1A.Risk Factors\nSummary Risk Factors\nOur business is subject to a number of risks, including risks that may prevent us from achieving our business objectives or may adversely affect our business, financial condition, results of operations, cash flows, and prospects. These risks are discussed more fully below and include, but are not limited to, risks related to:\n\u2022adverse effects of the COVID-19 pandemic, including a significant reduction in business and personal travel and travel restrictions in regions where our hotels are located, and one or more possible recurrences of COVID-19 cases causing a further reduction in business and personal travel and potential reinstatement of travel restrictions by state or local governments;\n\u2022ongoing negotiations with our lenders regarding potential forbearance or the exercise by our lenders of their remedies for default under our loan agreements;\n\u2022actions by our lenders to accelerate loan balances and foreclose on the hotel properties that are security for our loans that are in default;\n\u2022actions by the lenders of our senior secured credit facility to foreclose on our assets which are pledged as collateral;\n\u2022general volatility of the capital markets and the market price of our common stock and preferred stock;\n\u2022availability, terms, and deployment of capital;\n\u2022unanticipated increases in financing and other costs, including a rise in interest rates;\n\u2022actual and potential conflicts of interest with Ashford Inc. and its subsidiaries (including Ashford LLC, Remington Hotels and Premier), Braemar, our executive officers and our non-independent directors;\n\u2022the expenditures, disruptions and uncertainties associated with a potential proxy contest;\n\u2022changes in personnel of Ashford LLC or the lack of availability of qualified personnel;\n\u2022changes in governmental regulations, accounting rules, tax rates and similar matters;\n\u2022our ability to implement effective internal controls to address the material weakness identified in this Annual Report on Form 10-K;\n\u2022the timing or outcome of the SEC investigation;\n\u2022legislative and regulatory changes, including changes to the Code, and related rules, regulations and interpretations governing the taxation of real estate investment trusts;\n\u2022limitations imposed on our business and our ability to satisfy complex rules in order for us to qualify as a REIT for U.S. federal income tax purposes; and\n\u2022future sales and issuances of our common stock or other securities might result in dilution and could cause the price of our common stock to decline.\nRISKS RELATED TO OUR BUSINESS\nA financial crisis, economic slowdown, pandemic or epidemic or other economically disruptive event may harm the operating performance of the hotel industry generally. If such events occur, we may be harmed by declines in occupancy, average daily room rates and/or other operating revenues.\nThe performance of the lodging industry has been closely linked with the performance of the general economy and, specifically, growth in the U.S. gross domestic product. A majority of our hotels are classified as upscale and upper upscale. In an economic downturn, these types of hotels may be more susceptible to a decrease in revenue, as compared to hotels in other categories that have lower room rates. This characteristic may result from the fact that upscale and upper upscale hotels generally target business and high-end leisure travelers. In periods of economic difficulties or concerns with respect to communicable disease, business and leisure travelers may seek to reduce travel costs and/or health risks by limiting travel or seeking to reduce costs on their trips. Any economic recession will likely have an adverse effect on us. Our business has been and will continue to be materially adversely affected by the impact of the COVID-19 pandemic, see \u201cThe outbreak of COVID19 has and will continue to significantly reduce our occupancy rates and RevPAR.\u201d\nThe hotel industry is highly competitive and the hotels in whi", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax rate. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01646", "source": "edgar", "source_license": "public_domain", "text": "Item 6.Selected Financial Data\nThe following table sets forth selected historical consolidated financial data as of and for the years ended December 31, 2020, 2019, 2018, 2017 and 2016. The selected balance sheet data as of December 31, 2020 and 2019, and the selected statement of income data for the years ended December 31, 2020 and 2019, have been derived from our audited consolidated financial statements included elsewhere in this Report on Form 10-K. The selected balance sheet data as of December 31, 2018, 2017 and 2016 and the selected statement of income data for the years ended December 31, 2018, 2017 and 2016 have been derived from our audited consolidated financial statements that are not included in this Report on Form 10-K. Our historical results are not necessarily indicative of any future performance. The information presented in the following table has been adjusted to give effect to a one-for-five reverse stock split of our common shares completed effective May 4, 2018. The effect of the reverse stock split on outstanding shares and per share figures has been retroactively applied to all periods presented. This data should be read in conjunction with, and is qualified by reference to, \"Item 7", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1437958_2020.htm (CIK: 1437958, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01647", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nINDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE\nConsolidated Financial Statements\nReports of Independent Registered Public Accounting Firm\nConsolidated Statements of Operations\nConsolidated Statements of Comprehensive Income\nConsolidated Balance Sheets\nConsolidated Statements of Cash Flows\nConsolidated Statements of Stockholders' (Deficit) Equity\nNotes to the Consolidated Financial Statements\nFinancial Statement Schedule\nSchedule II-Valuation and Qualifying Accounts\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nTo the stockholders and the Board of Directors of\nCDK Global, Inc.\nHoffman Estates, Illinois\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheets of CDK Global, Inc. and subsidiaries (the \"Company\") as of June 30, 2020 and 2019, the related consolidated statements of operations, comprehensive income, stockholders' (deficit) equity, and cash flows, for each of the three years in the period ended June 30, 2020, and the related notes and the schedule listed in the Index at Item 8 (collectively referred to as the \"financial statements\"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended June 30, 2020, in conformity with accounting principles generally accepted in the United States of America.\nWe have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of June 30, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated August 6, 2020, expressed an unqualified opinion on the Company's internal control over financial reporting.\nChanges in Accounting Principle\nAs discussed in Note 14 to the financial statements, effective July 1, 2019, the Company adopted the Financial Accounting Standards Board Accounting Standards Codification 842, Leases, using the modified retrospective approach.\nAs discussed in Note 2 to the financial statements, effective July 1, 2018, the Company adopted the Financial Accounting Standards Board Accounting Standards Codification 606, Revenue from Contracts with Customers, using the modified retrospective approach.\nBasis for Opinion\nThese financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\nCritical Audit Matter\nThe critical audit matter communicated below is a matter arising from the current-period audit of t", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1609702_2020.htm (CIK: 1609702, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01648", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nAs of February 29, 2020, the Company\u2019s investments include cash and cash equivalents of approximately $1.000 billion, short-term investment securities of $385.6 million and long term investments in auction rate securities of approximately $20.3 million at weighted average interest rates of 1.10%, 1.52% and 1.81%, respectively. The book value of these investments is representative of their fair values.\nThe Company\u2019s senior unsecured notes have fixed interest rates and are not subject to interest rate risk. As of February 29, 2020, the fair value of the senior unsecured notes was $1.126 billion, which is based on quoted prices in active markets for identical instruments compared to the carrying value of approximately $1.495 billion.\nITEM 8", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 886158_2020.htm (CIK: 886158, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01649", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data.\nThe financial statements required to be filed pursuant to this Item 8 are appended to this Annual Report on Form 10-K. An index of those financial statements is found in Item 15, Exhibits and Financial Statement Schedules, of this Annual Report on Form 10-K.\nItem 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1659352_2020.htm (CIK: 1659352, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01650", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nThis Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations (\u201cMD&A\u201d) primarily reviews the financial condition and results of operations of the Company for the past two years, although in some circumstances a period longer than two years is covered in order to comply with SEC disclosure requirements or to more fully explain long-term trends. The following discussion and analysis should be read in conjunction with the Selected Consolidated Financial Information beginning on page 31 and the Company\u2019s Consolidated Financial Statements and related notes that appear on pages 73 through 135. All references in the discussion to the financial condition and results of operations refer to the consolidated position and results of the Company and its subsidiaries taken as a whole.\nUnless otherwise noted, all earnings per share (\u201cEPS\u201d) figures disclosed in the MD&A refer to diluted EPS; interest income, net interest income, and net interest margin are presented on a fully tax-equivalent (\u201cFTE\u201d) basis, which is a non-GAAP measure. The term \u201cthis year\u201d and equivalent terms refer to results in calendar year 2020, \u201clast year\u201d and equivalent terms refer to calendar year 2019, and all references to income statement results correspond to full-year activity unless otherwise noted.\nThis MD&A contains certain forward-looking statements with respect to the financial condition, results of operations, and business of the Company. These forward-looking statements involve certain risks and uncertainties. Factors that may cause actual results to differ materially from those contemplated by such forward-looking statements are set herein under the caption \u201cForward-Looking Statements\u201d on page 67.\nCritical Accounting Policies\nAs a result of the complex and dynamic nature of the Company\u2019s business, management must exercise judgment in selecting and applying the most appropriate accounting policies for its various areas of operations. The policy decision process not only ensures compliance with the current accounting principles generally accepted in the United States of America (\u201cGAAP\u201d), but also reflects management\u2019s discretion with regard to choosing the most suitable methodology for reporting the Company\u2019s financial performance. It is management\u2019s opinion that the accounting estimates covering certain aspects of the business have more significance than others due to the relative importance of those areas to overall performance, or the level of subjectivity in the selection process. These estimates affect the reported amounts of assets and liabilities as well as disclosures of revenues and expenses during the reporting period. Actual results could meaningfully differ from these estimates. Management believes that the critical accounting estimates include the allowance for credit losses, actuarial assumptions associated with the pension, post-retirement and other employee benefit plans, the provision for income taxes, investment valuation, the carrying value of goodwill and other intangible assets, and acquired loan valuations. A summary of the accounting policies used by management is disclosed in Note A, \u201cSummary of Significant Accounting Policies\u201d, starting on page 79.\nSupplemental Reporting of Non-GAAP Results of Operations\nThe Company also provides supplemental reporting of its results on an \u201coperating,\u201d \u201cadjusted\u201d or \u201ctangible\u201d basis, from which it excludes the after-tax effect of amortization of core deposit and other intangible assets (and the related goodwill, core deposit intangible and other intangible asset balances, net of applicable deferred tax amounts), accretion on non-impaired purchased loans, expenses associated with acquisitions, acquisition-related provision for credit losses, the unrealized gain (loss) on equity securities, net gain on sale of investments, litigation accrual, the gain (loss) on debt extinguishment a", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, deferred tax. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01651", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nThe following portions of the Proxy Statement are incorporated herein by reference:\n\u2022information under the caption \u201cCorporate Governance-Compensation and Benefits Committee-Compensation Committee Interlocks and Insider Participation\u201d;\n\u2022information included under the caption \u201cCompensation and Benefits Committee Report\u201d;\n\u2022information included under the caption \u201cCompensation Discussion and Analysis\u201d, and\n\u2022information included under the caption \u201cCompensation of Directors.\u201d\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 820027_2020.htm (CIK: 820027, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01652", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A.\nRISK FACTORS\nThe following risk factors and other information included in this Annual Report on Form 10-K should be carefully considered. The risks and uncertainties described below are not the only risks to the Company. Our business operations or financial condition could be impaired by risks and uncertainties not presently known to the Company, or that the Company's management does not currently consider material. If any of the risks described below were to occur, our business, financial condition, operating results and cash flows could be materially adversely affected.\nThe recent COVID-19 pandemic could have a material adverse effect on our business, financial condition and results of operations.\nThe COVID-19 outbreak, which has been declared a global pandemic, has led to severe disruptions in the market and the global and U.S. economies that may continue for a prolonged duration. In response, various governmental bodies and private enterprises have implemented numerous measures to contain the outbreak, such as travel bans and restrictions, quarantines, shelter-in-place orders, and factory and office shutdowns. These measures and other public and private responses to the outbreak have impacted, and may further impact, our workforce and operations, and those of our customers, partners, vendors and suppliers.\nThe manufacture of product components, the final assembly of our products and other critical operations are concentrated in certain geographic locations, including the U.S., Singapore, South Korea, and Taiwan. Each of these countries has been affected by the outbreak and has taken measures to try to contain it, and there is considerable uncertainty regarding the impact and duration of such measures and potential future measures. Restrictions on our access to our manufacturing facilities or on our support operations or workforce, similar limitations for our vendors and suppliers, and disruptions of transportation, such as reduced availability of air transport, port closures and increased border controls or closures, could limit our capacity to meet customer demand.\nDue to the spread of COVID-19, we have modified our business practices, including employee travel restrictions, employee work locations, and cancellation of physical participation in non-critical meetings, events and conferences pursuant to applicable government guidelines. There is no certainty that such measures will be sufficient to mitigate the risks posed by COVID-19, which could adversely impact our ability to perform critical functions, such as the research and development of new products, the manufacture of product components, the final assembly of our products, and the distribution and sale of our products.\nThe current outbreak and the efforts to control it have slowed economic activity and may trigger a recession or a period of economic slowdown. Customer demand may be reduced to the extent customers experience shortages of other necessary materials and are forced to slow production of their end products (with a corresponding decline in the rate at which they purchase materials from us), or to the extent our customers experience reduced consumer demand for their end-products as consumers curtail purchases.\nThe full extent and nature of the impact of the COVID-19 pandemic and related containment measures on our business and financial performance are highly uncertain, as the situation continues to evolve. An extended period of disruption to global supply chain and economic activities due to the pandemic, as well as other factors that are currently unforeseeable, could have a material adverse impact on our ability to access sources of liquidity, as well as our financial condition and results of operations. A prolonged impact of the pandemic also could heighten many of the other risks, such as those relating to disruptions on our operations and our reliance on customers and other third parties, described in this Annual Report on Form 10-K.\nOur su", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 743988_2020.htm (CIK: 743988, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01653", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk\nInterest Rate Risk:\nChanges in short-term interest rates related to several separate funding sources impact the Company\u2019s earnings. These sources are borrowings under the Accounts Receivable Facility, borrowings under the Senior Credit Facility and short-term bank borrowings by the Company's international subsidiaries. If the market rates for short-term borrowings increased by one-percentage-point around the globe, the impact from our variable rate debt would be an increase in interest expense of $4.6 million annually, with a corresponding decrease in income from continuing operations before income taxes of the same amount. This amount was determined by considering the impact of hypothetical interest rates on the Company\u2019s borrowing cost and year-end debt balances by category.\nForeign Currency Exchange Rate Change Risk:\nFluctuations in the value of the U.S. dollar compared to foreign currencies, including the Euro, also impact the Company\u2019s earnings. The greatest risk relates to products shipped between the Company\u2019s European operations and the United States, as well as intercompany loans between Timken affiliates. Foreign currency forward contracts are used to hedge a portion of these intercompany transactions. Additionally, hedges are used to cover third-party purchases of products and equipment. As of December 31, 2020, there were $173.2 million of hedges in place. A uniform 10% weakening of the U.S. dollar against all currencies would have resulted in a charge of $6.8 million related to these hedges, which would have partially offset the otherwise favorable impact of the underlying currency fluctuation. In addition to the direct impact of the hedged amounts, changes in exchange rates also affect the volume of sales or foreign currency sales price as competitors\u2019 products become more or less attractive.\nCommodity Price Risk:\nIn the ordinary course of business, the Company is exposed to market risk with respect to commodity price fluctuations, primarily related to our purchases of raw materials and energy, principally steel and natural gas. Whenever possible, the Company manages its exposure to commodity risks primarily through the use of supplier pricing agreements that enable the Company to establish the purchase prices for certain inputs that are used in our manufacturing and distribution business.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 98362_2020.htm (CIK: 98362, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01654", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures about Market Risk\nInterest Rate and Market Risk\nWe are exposed to market risk related to changes in interest rates. As of December 31, 2020, we had total cash, cash equivalents and short-term investments of $500.7 million. Our primary exposure to market risk is interest rate sensitivity, which is affected by changes in the general level of U.S. interest rates, particularly because our investments are in short-term securities. Our available-for-sale securities are subject to interest rate risk and will fall in value if market interest rates increase, which could result in a realized loss if we are forced to sell an investment before its scheduled maturity. We currently do not hedge our interest rate risk exposure. Due to the short-term duration of our investment portfolio and the low risk profile of our investments, an immediate change in interest rates of 10 basis points would not result in a significant change in the fair market value of our portfolio.\nThe primary objective of our investment activities is to preserve principal while at the same time maximizing the income we receive from our investments without significantly increasing risk. To achieve this objective, we maintain our portfolio of cash equivalents and short-term and long-term investments in a variety of securities, including money market funds, U.S. Treasury, government agency and corporate debt obligations, commercial paper and asset-backed securities. These securities are all classified as available-for-sale and consequently are recorded on the balance sheet at fair value, with unrealized gains or losses reported as a separate component of accumulated other comprehensive income (loss). Our holdings of the securities of any one issuer, except for obligations of the U.S. Treasury, U.S. Treasury-guaranteed securities or money market funds, do not exceed 5% of our portfolio.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1604464_2020.htm (CIK: 1604464, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01655", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\nThe data given below, excluding the store count data, as of and for each of the five years in the period ended January 31, 2020, has been derived from our audited consolidated financial statements. In order to understand the effect of accounting policies and material uncertainties that could affect our presentation of financial information, this data should be read in conjunction with our Consolidated Financial Statements and Notes thereto included under Item 8 to this Form 10-K and in conjunction with Management's Discussion and Analysis of Financial Condition and Results of Operation included under Item 7", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1409171_2020.htm (CIK: 1409171, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01656", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nCONSOLIDATED STATEMENTS OF INCOME FOR THE YEARS ENDED DECEMBER 31,\nPPL Corporation and Subsidiaries\n(Millions of Dollars, except share data)\nThe accompanying Notes to Financial Statements are an integral part of the financial statements.\nCONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME\nFOR THE YEARS ENDED DECEMBER 31,\nPPL Corporation and Subsidiaries\n(Millions of Dollars)\nThe accompanying Notes to Financial Statements are an integral part of the financial statements.\nCONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31,\nPPL Corporation and Subsidiaries\n(Millions of Dollars)\nThe accompanying Notes to Financial Statements are an integral part of the financial statements.\nCONSOLIDATED BALANCE SHEETS AT DECEMBER 31,\nPPL Corporation and Subsidiaries\n(Millions of Dollars, shares in thousands)\nThe accompanying Notes to Financial Statements are an integral part of the financial statements.\nCONSOLIDATED BALANCE SHEETS AT DECEMBER 31,\nPPL Corporation and Subsidiaries\n(Millions of Dollars, shares in thousands)\n(a)1,560,000 shares authorized; 768,907 and 767,233 shares issued and outstanding at December 31, 2020 and December 31, 2019.\nThe accompanying Notes to Financial Statements are an integral part of the financial statements.\nCONSOLIDATED STATEMENTS OF EQUITY\nPPL Corporation and Subsidiaries\n(Millions of Dollars)\n(a)Shares in thousands. Each share entitles the holder to one vote on any question presented at any shareowners' meeting.\n(b)Dividends declared per share of common stock at December 31, 2020, 2019 and 2018 were: $1.66, $1.65 and $1.64.\nThe accompanying Notes to Financial Statements are an integral part of the financial statements.\n(THIS PAGE LEFT BLANK INTENTIONALLY.)\nCONSOLIDATED STATEMENTS OF INCOME FOR THE YEARS ENDED DECEMBER 31,\nPPL Electric Utilities Corporation and Subsidiaries\n(Millions of Dollars)\n(a)Net income equals comprehensive income.\nThe accompanying Notes to Financial Statements are an integral part of the financial statements.\nCONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31,\nPPL Electric Utilities Corporation and Subsidiaries\n(Millions of Dollars)\nThe accompanying Notes to Financial Statements are an integral part of the financial statements.\nCONSOLIDATED BALANCE SHEETS AT DECEMBER 31,\nPPL Electric Utilities Corporation and Subsidiaries\n(Millions of Dollars, shares in thousands)\nThe accompanying Notes to Financial Statements are an integral part of the financial statements.\nCONSOLIDATED BALANCE SHEETS AT DECEMBER 31,\nPPL Electric Utilities Corporation and Subsidiaries\n(Millions of Dollars, shares in thousands)\n(a)170,000 shares authorized; 66,368 shares issued and outstanding at December 31, 2020 and December 31, 2019.\nThe accompanying Notes to Financial Statements are an integral part of the financial statements.\nCONSOLIDATED STATEMENTS OF EQUITY\nPPL Electric Utilities Corporation and Subsidiaries\n(Millions of Dollars)\n(a)Shares in thousands. All common shares of PPL Electric stock are owned by PPL.\nThe accompanying Notes to Financial Statements are an integral part of the financial statements.\nCONSOLIDATED STATEMENTS OF INCOME FOR THE YEARS ENDED DECEMBER 31,\nLG&E and KU Energy LLC and Subsidiaries\n(Millions of Dollars)\nThe accompanying Notes to Financial Statements are an integral part of the financial statements.\nCONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME\nFOR THE YEARS ENDED DECEMBER 31,\nLG&E and KU Energy LLC and Subsidiaries\n(Millions of Dollars)\nThe accompanying Notes to Financial Statements are an integral part of the financial statements.\nCONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31,\nLG&E and KU Energy LLC and Subsidiaries\n(Millions of Dollars)\nThe accompanying Notes to Financial Statements are an integral part of the financial statements.\nCONSOLIDATED BALANCE SHEETS AT DECEMBER 31,\nLG&E and KU Energy LLC and Subsidiaries\n(Millions of Dollars)\nThe accompanying Notes to Financial Sta", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 60549_2020.htm (CIK: 60549, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01657", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nWe are exposed to market risks in the ordinary course of our business. Our primary exposure to market risk is interest rate sensitivity, which is affected by changes in the general level of U.S. interest rates, particularly because our investments are in marketable securities. Our marketable securities are subject to interest rate risk and could fall in value if market interest rates increase. However, we believe that our exposure to interest rate risk is not significant as the majority of our investments are short-term in duration and due to the low risk profile of our investments, a 10% change in interest rates would not have a material effect on the total market value of our investment portfolio. We have the ability to hold our marketable securities until maturity, and therefore we would not expect our operating results or cash flows to be affected to any significant degree by the effect of a change in market interest rates on our investments.\nAs of December 31, 2020, we held $148.1 million in cash, cash equivalents, marketable securities, and restricted cash, all of which was denominated in U.S. dollar assets, and consisting primarily of investments in money market funds, U.S. treasury securities, U.S. government agency securities, and corporate bonds.\nWe are also exposed to market risk related to changes in foreign currency exchange rates, as a result of entering into transactions denominated in currencies other than U.S. dollars. Due to the uncertain timing of expected payments in foreign currencies, we do not utilize any forward exchange contracts. All foreign transactions settle on the applicable spot exchange basis at the time such payments are made. For the year ended December 31, 2020, a majority of our expenditures were denominated in U.S. dollars. A hypothetical 10% change in foreign exchange rates during any of the periods presented would not have had a material impact on our consolidated financial statements.\nITEM 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1636282_2020.htm (CIK: 1636282, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01658", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nThe following discussion and analysis provides information management believes to be relevant to understanding the financial condition and results of operations of the Company. You should read this discussion and analysis along with our consolidated financial statements and related notes thereto at April 24, 2020 and April 26, 2019 and for each of the three fiscal years ended April 24, 2020 (fiscal year 2020), April 26, 2019 (fiscal year 2019), and April 27, 2018 (fiscal year 2018), which are presented within \"Item 8. Financial Statements and Supplementary Data\" in this Annual Report on Form 10-K.\nThroughout this Management\u2019s Discussion and Analysis, we present certain financial measures that we use to evaluate the operational performance of the Company and as a basis for strategic planning; however, such financial measures are not presented in our financial statements prepared in accordance with accounting principles generally accepted in the U.S. (U.S. GAAP). These financial measures are considered \"non-GAAP financial measures\" and are intended to supplement, and should not be considered as superior to, financial measures presented in accordance with U.S. GAAP. We generally use non-GAAP financial measures to facilitate management's review of the operational performance of the Company and as a basis for strategic planning. We believe that non-GAAP financial measures provide information useful to investors in understanding the Company's underlying operational performance and trends and may facilitate comparisons with the performance of other companies in the medical technologies industry.\nAs presented in the GAAP to Non-GAAP Reconciliations section below, our non-GAAP financial measures exclude the impact of certain charges or benefits that contribute to or reduce earnings and that may affect financial trends, and include certain charges or benefits that result from transactions or events that we believe may or may not recur with similar materiality or impact to our operations in future periods (Non-GAAP Adjustments).\nIn the event there is a Non-GAAP Adjustment recognized in our operating results, the tax cost or benefit attributable to that item is separately calculated and reported. Because the effective rate can be significantly impacted by the Non-GAAP Adjustments that take place during the period, we often refer to our tax rate using both the effective rate and the non-GAAP nominal tax rate (Non-GAAP Nominal Tax Rate). The Non-GAAP Nominal Tax Rate is calculated as the income tax provision, adjusted for the impact of Non-GAAP Adjustments, as a percentage of income before income taxes, excluding Non-GAAP Adjustments.\nFree cash flow is a non-GAAP financial measure calculated by subtracting property, plant, and equipment additions from operating cash flows.\nRefer to the \u201cGAAP to Non-GAAP Reconciliations,\" \"Income Taxes,\" and \"Free Cash Flow\" sections for reconciliations of the non-GAAP financial measures to their most directly comparable financial measures prepared in accordance with U.S. GAAP.\nEXECUTIVE LEVEL OVERVIEW\nMedtronic is among the world's largest medical technology, services, and solutions companies - alleviating pain, restoring health, and extending life for millions of people around the world. Our primary products include those for cardiac rhythm disorders, cardiovascular disease, advanced and general surgical care, respiratory and monitoring solutions, renal care, neurological disorders, spinal conditions and musculoskeletal trauma, urological and digestive disorders, and ear, nose, and throat and diabetes conditions.\nThe global healthcare system is facing an unprecedented challenge as a result of the Covid-19 pandemic (\"COVID-19\" or the \"pandemic\"). The Company\u2019s top priority during this pandemic has been to ensure the health and well-being of our more than 90,000 employees and their families around the globe. In addi", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax rate, tax provision. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01659", "source": "edgar", "source_license": "public_domain", "text": "Item 7A.\nQuantitative and Qualitative Disclosures About Market Risk\nWe are exposed to certain market risks, one of the most predominant of which is a change in interest rates. Increases in interest rates can result in increased interest expense under our Revolving Credit Facility and other variable-rate debt. Increases in interest rates can also result in increased interest expense when our fixed rate debt matures and needs to be refinanced. We attempt to manage interest rate risk by entering into long-term fixed rate debt or by entering into interest rate swaps to convert certain variable-rate debt to a fixed rate. The interest rate swaps have been designated by us as cash flow hedges for accounting purposes and are reported at fair value. We have not entered, and do not intend to enter, into derivative or interest rate transactions for speculative purposes. Further information concerning our interest rate swaps can be found in Note 12 in our Consolidated Financial Statements contained elsewhere in this Annual Report on Form 10-K.\nOur fixed-rate debt includes our Senior Notes, mortgages, and variable-rate debt converted to a fixed rate with the use of interest rate swaps. Our fixed-rate debt and outstanding interest rate swaps had carrying values and fair values of approximately $1.4 billion and $1.6 billion, respectively, as of December 31, 2020. Changes in market interest rates impact the fair value of our fixed-rate debt and interest rate swaps, but they have no impact on interest incurred or on cash flows. For instance, if interest rates were to increase 1%, and the fixed-rate debt balance were to remain constant, we would expect the fair value of our debt to decrease, similar to how the price of a bond decreases as interest rates rise. A 1% increase in market interest rates would have resulted in a decrease in the fair value of our fixed-rate debt and interest rate swaps of approximately $79.8 million as of December 31, 2020.\nBorrowings pursuant to our Revolving Credit Facility and other variable-rate debt bear interest at rates based on LIBOR plus an applicable margin, and totaled $969.8 million as of December 31, 2020, of which $859.8 million was swapped to a fixed rate by our use of interest rate swaps. Taking into account the effect of our interest rate swaps, a 1% increase or decrease in interest would have a corresponding $1.1 million increase or decrease in interest expense annually.\nWith the exception of our interest rate swap transactions, we have not engaged in transactions in derivative financial instruments or derivative commodity instruments.\nAs of December 31, 2020, our financial instruments were not exposed to significant market risk due to foreign currency exchange risk.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1424182_2020.htm (CIK: 1424182, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01660", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nWe are a Smaller Reporting Company, as defined in Rule 12b-2 of the Exchange Act and, accordingly, have omitted certain information required by Item 11 of this Annual Report as permitted by applicable scaled disclosure rules.\nThe additional information required by Item 11 of this Annual Report is incorporated herein by reference from our Proxy Statement related to the 2020 Annual Meeting of Stockholders under the headings \u201cEXECUTIVE COMPENSATION - DIRECTOR AND OFFICER COMPENSATION,\u201d \u201cSUMMARY COMPENSATION TABLE,\u201d \u201cDIRECTOR COMPENSATION\u201d and \u201cOUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END.\u201d\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1644488_2020.htm (CIK: 1644488, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01661", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nINDEX TO CONSOLIDATED FINANCIAL STATEMENTS\n\u200e\nReport of Independent Registered Public Accounting Firm\nTo the Shareholders and the Board of Directors of Chipotle Mexican Grill, Inc.\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheets of Chipotle Mexican Grill, Inc. (the Company) as of December 31, 2020 and 2019, the related consolidated statements of income, comprehensive income, shareholders' equity and cash flows for each of the three years in the period ended December 31, 2020, and the related notes (collectively referred to as the \u201cconsolidated financial statements\u201d). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with U.S. generally accepted accounting principles.\nWe also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 9, 2021 expressed an unqualified opinion thereon.\nAdoption of New Accounting Standard\nAs discussed in Note 10 to the consolidated financial statements, the Company changed its method for accounting for leases in 2019.\nBasis for Opinion\nThese financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company\u2019s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\nCritical Audit Matter\nThe critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosure to which it relates.\nValuation and accounting for stock-based compensation\nDescription of the Matter\nThe Company incurred $84.5 million in stock-based compensation expense during the year ended December 31, 2020. Approximately 229,000 of the Company\u2019s vested and non-vested stock awards were subject to service and performance", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1058090_2020.htm (CIK: 1058090, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01662", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nThis report contains \u201cforward-looking statements\u201d within the meaning of U.S. federal securities laws. Forward-looking statements are all statements other than statements of historical facts. For additional information, see \u201cCautionary Statement\u201d in Items 7. And 7A. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations and Quantitative and Qualitative Disclosures About Market Risk.\nWe undertake no obligation to update any forward-looking statements. We caution readers that forward-looking statements are not guarantees of future performance and our actual results may differ materially from those anticipated, expected, projected or assumed in the forward-looking statements. Important factors that can cause our actual results to differ materially from those anticipated in the forward-looking statements are described below. Investors should carefully consider the risks described below in addition to the other information set forth in this Annual Report on Form 10-K. The risks discussed below are not the only risks we face. Other risks or uncertainties not presently known to us, or that we currently believe are immaterial, may materially affect our business if they occur. Moreover, new risks emerge from time to time. Further, our business may also be affected by additional factors that generally apply to all companies operating in the U.S. and globally, which have not been included.\nRisks Relating to the COVID-19 Pandemic\nThe COVID-19 pandemic has had a significant adverse impact on our business, which is likely to continue with unknown severity and for an unknown period of time.\nThe COVID-19 pandemic has had a significant adverse impact on our business, financial condition, results of operations, liquidity and stock price. The COVID-19 pandemic is complex and continuously evolving, with federal, state and local governments, and other organizations imposing or recommending, and businesses and individuals implementing, a variety of restrictions on activities in order to combat its spread. These restrictions have included stay-at-home orders, bans on travel, limitations on the size of gatherings, limitations on the operations of businesses, closures of work facilities, schools, public buildings and businesses, cancellation of events, quarantines and social distancing measures. State and local governments have implemented phased reopening processes, often with reduced capacity and social distancing restrictions. During 2020, there were declines followed by resurgences of COVID-19 cases throughout the U.S., and cases generally rose during the fourth quarter. Authorities have reacted to these resurgences by deferring the phasing out of restrictions and, in some instances, re-imposing restrictions. In December 2020, the first COVID-19 vaccines were approved for use in the U.S., and the early stages of distribution of the vaccine are in process as of the date of this report. Recently, variants of the virus that causes COVID-19 have been identified in the U.S. and elsewhere, and information about them is rapidly emerging, including how easily they might spread, whether they could cause more severe illness, and whether currently authorized vaccines will protect against them. Even if there is ultimately widespread distribution and acceptance of these vaccines, their long-term efficacy is unknown.\nThe pandemic has caused a sharp global slowdown of economic activity resulting in a recession in the U.S., a steep increase in unemployment in the U.S. and significant volatility and disruption of financial markets. The pandemic had a significant adverse impact on our company during 2020, particularly in our hotel and entertainment businesses, and is expected to continue to adversely impact our company in 2021. Because the pandemic is unprecedented in recent history, we cannot predict its future impact on our company with any certainty. In addition to the pandemic-related risks discussed below, we", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 885508_2020.htm (CIK: 885508, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01663", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors.\nRisk Factor Summary\nWe are providing the following summary of the risk factors contained in our Form 10-K to enhance the readability and accessibility of our risk factor disclosures. We encourage our stockholders to carefully review the full risk factors contained in this Form 10-K in their entirety for additional information regarding the risks and uncertainties that could cause our actual results to vary materially from recent results or from our anticipated future results.\nRisks related to our business and operations\n\u2022\nWe may not be successful in our efforts to grow;\n\u2022\nOur newly opened stores may negatively impact our financial results in the short-term, and may not achieve sales and operating levels consistent with our more mature stores on a timely basis or at all;\n\u2022\nIf we are unable to successfully identify market trends and react to changing consumer preferences in a timely manner, our sales may decrease;\n\u2022\nOur store sales growth and quarterly financial performance may fluctuate for a variety of reasons;\n\u2022\nAdverse economic conditions and political instability could adversely affect our business, results of operations and financial condition and could negatively impact our ability to execute our growth strategy;\n\u2022\nThe ongoing COVID-19 pandemic has impacted our operations and this or other future pandemics could materially impact our business, results of operations and financial condition;\n\u2022\nWe may be unable to compete effectively in our markets, which are highly competitive;\n\u2022\nAn inability to maintain or increase our operating margins could adversely affect our results of operations;\n\u2022\nA reduction in traffic to anchor stores in the shopping areas in close proximity to our stores could significantly reduce our sales and leave us with unsold inventory, which could have a material adverse effect on our business, financial condition and results of operations;\n\u2022\nWe may experience product recalls, withdrawals or seizures which could reduce our sales and adversely affect our results of operations;\n\u2022\nOur future business, results of operations and financial condition may be adversely affected by reduced availability of certified organic products or products that meet our other internal standards;\n\u2022\nDisruptions affecting our significant suppliers, or our relationships with such suppliers, could negatively affect our business;\n\u2022\nAdverse weather conditions, natural disasters and the effects of climate change could disrupt our supply chain and adversely impact our sales and financial performance;\n\u2022\nActs of violence at or threatened against our stores or the shopping centers in which they are located, including active shooter situations and terrorist acts, could adversely impact our sales, which could materially adversely affect our financial performance;\n\u2022\nThe current geographic concentration of our stores creates exposure to local economies, regional downturns, severe weather and other catastrophic occurrences;\n\u2022\nIf we fail to maintain our reputation and the value of our brand, our sales may decline;\n\u2022\nPerishable food product losses could materially impact our results of operations;\n\u2022\nThe decision by certain of our suppliers to distribute their specialty products through other retail distribution channels could negatively impact our revenue from the sale of such products;\n\u2022\nOur ability to operate our business effectively could be impaired if we fail to retain or attract key personnel or are unable to attract, train and retain qualified employees;\n\u2022\nAny significant interruption in the operations of our bulk food repackaging facility and distribution center or our supply chain network could disrupt our ability to deliver our merchandise in a timely manner;\n\u2022\nHigher wage and benefit costs could adversely affect our business;\n\u2022\nUnion activity at third-party transportation companies or labor organizing activities among our Crew members could disrupt our operations and harm our business;\n\u2022\nFuture events could result", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1547459_2020.htm (CIK: 1547459, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01664", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nThe Consolidated Financial Statements and schedules that constitute Item 8 are attached at the end of this report. An index to the Consolidated Financial Statements and supplemental schedules are also included on page of this report.\nITEM 9A.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1092662_2020.htm (CIK: 1092662, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01665", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nReference is made to our consolidated financial statements beginning on page of this report.\nITEM 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1161582_2020.htm (CIK: 1161582, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01666", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nOur business is subject to numerous risks. You should carefully consider the risks described below, as well as the other information in this Annual Report on Form 10-K, including our consolidated financial statements and the related notes and \u201cManagement\u2019s discussion and analysis of financial condition and results of operations,\u201d and in our other filings with the Securities and Exchange Commission. The occurrence of any of the events or developments described below could harm our business, financial condition, results of operations and growth prospects. In such an event, the market price of our common stock could decline and you may lose all or part of your investment. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations.\nRisks related to our financial condition and capital requirements\nWe have incurred net losses in every year since our inception and anticipate that we will continue to incur net losses in the future.\nWe are a clinical-stage biopharmaceutical company with a limited operating history. Investment in biopharmaceutical product development is highly speculative because it entails substantial upfront capital expenditures and significant risk that any potential product candidate will fail to demonstrate adequate effect or an acceptable safety profile, gain regulatory approval and become commercially viable. We have no products approved for commercial sale and have not generated any revenue from product sales to date, and we continue to incur significant research and development and other expenses related to our ongoing operations. As a result, we are not profitable and have incurred losses in each period since our inception in 2013. For the years ended December 31, 2020 and 2019, we reported net losses of $167.7 million and $163.5 million, respectively. As of December 31, 2020, we had an accumulated deficit of $480.5 million. We expect to continue to incur significant losses for the foreseeable future, and we expect these losses to increase as we continue our research and development of, and seek regulatory approvals for, our product candidates. We anticipate that our expenses will increase substantially if, and as, we:\n\u25cfconduct clinical trials for our product candidates and if we experience any delays, setbacks or disruptions to our preclinical studies, clinical trials or our clinical supply due to the COVID-19 pandemic;\n\u25cffurther develop our RED PLATFORM;\n\u25cfcontinue to discover and develop additional product candidates;\n\u25cfmaintain, expand and protect our intellectual property portfolio;\n\u25cfhire additional clinical, scientific, manufacturing and commercial personnel;\n\u25cfexpand in-house manufacturing capabilities, including through the renovation, customization and operation of our manufacturing facility purchased in 2018;\n\u25cfestablish a commercial manufacturing source and secure supply chain capacity sufficient to provide commercial quantities of any product candidates for which we may obtain regulatory approval;\n\u25cfacquire or in-license other product candidates and technologies;\n\u25cfseek regulatory approvals for any product candidates that successfully complete clinical trials;\n\u25cfestablish a sales, marketing and distribution infrastructure to commercialize any products for which we may obtain regulatory approval; and\n\u25cfadd operational, regulatory, financial and management information systems and personnel, including personnel to support our product development and planned future commercialization efforts, as well as any additional infrastructure necessary to function as a public company.\nTo become and remain profitable, we or any potential future collaborator must develop and eventually commercialize products with significant market potential at an adequate profit margin after cost of goods sold and other expenses. This will require us to be successful in a range of challenging activities, including completing preclinical stu", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1709401_2020.htm (CIK: 1709401, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01667", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A.RISK FACTORS\nBelow are some of the risks and uncertainties that could cause our actual results to differ materially from those presented in our forward-looking statements. The risks and uncertainties summarized and described below are not the only ones we face but do represent those risks and uncertainties that we believe are material to our business, operating results, prospects, and financial condition. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also harm our business.\nRisk Factors Summary\nMaterial risks that may affect our business, operating results and financial condition include, but are not necessarily limited to, those relating to:\nRisks related to our business and properties\n\u2022Our inability to find suitable investments or achieve our investment objectives;\n\u2022The impact of the COVID-19 pandemic on our business;\n\u2022The impact of economic and political conditions on the creditworthiness of our tenants, and occupancy and market rental rates;\n\u2022Changes in general economic conditions and regulatory matters germane to the real estate industry, which may cause our operating results to suffer and property values to decline;\n\u2022Risks associated with property development or redevelopment;\n\u2022Our dependence on the economic environment of our primary markets;\n\u2022The negative effect of lease defaults or terminations, particularly by a significant tenant, on our financial condition and results of operations;\n\u2022The failure of future acquisitions to perform in accordance with our expectations and exposure to unknown liabilities as a result;\n\u2022The physical effects of climate change;\n\u2022Risks associated with uninsured real property losses or excessively expensive insurance premiums and potential defaults of our insurance providers;\n\u2022Actual or threatened terrorist attacks, armed hostilities, or contagious disease epidemics;\n\u2022Our inability to fund the future capital needs of our properties;\n\u2022Our inability to protect our systems and data from cyber incidents or a deficiency in our cybersecurity;\n\u2022The financial impact of compliance costs relating to various governmental laws and regulations;\n\u2022The possible discovery of previously undetected environmentally hazardous conditions;\n\u2022Risks associated with property ownership through joint ventures;\n\u2022Our ability to recruit, retain, and develop qualified personnel and dependence on our executive officers;\n\u2022The possibility of impairment of a real estate assets;\n\u2022The risks associated with our investment advisory business;\nRisks related to our indebtedness\n\u2022The effects of our significant indebtedness, which may increase our business risks;\n\u2022The possibility of interest rate increases;\n\u2022Risks associated with the phasing out of LIBOR and changes in the methods in which LIBOR rates are determined;\n\u2022The possibility of a downgrade in the credit rating of our debt;\nFederal income tax risks\n\u2022The impact of our failure to qualify as a REIT;\n\u2022The failure of Columbia OP to be treated as a disregarded entity or a partnership;\n\u2022The effect of legislation that modifies partnership tax audit rules on our business;\n\u2022The possibility of being forced to borrow funds or dispose of assets during unfavorable conditions to make distributions to our stockholders and maintain our REIT status;\n\u2022The possibility of being forced to forego otherwise attractive opportunities to maintain our REIT status;\n\u2022The impact of adverse state or local tax audits and changes in state and local tax laws on our financial condition;\nGeneral risks\n\u2022Our inability to pay or maintain cash distributions or increase distributions over time;\n\u2022The impact of volatility or decline of our stock price;\n\u2022The potentially dilutive effects of further issuances of equity securities;\n\u2022Provisions in our organizational documents limiting the number of shares a person may own or discouraging a takeover of us;\n\u2022Certain protections by Maryland General Corporation Law relating to deterring or defending hostile takeovers; ", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax law. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01668", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11 - EXECUTIVE COMPENSATION\t\nThe particulars of compensation paid to the following persons:\n(a)all individuals serving as our principal executive officer during the year ended December 31, 2020;\n(b)each of our two most highly compensated executive officers other than our principal executive officer who were serving as executive officers at December 31, 2020 who had total compensation exceeding $100,000; and\n(c)up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at December 31, 2020,\nwho we will collectively refer to as the named executive officers, for the years ended December 31, 2020, 2019 and 2018, are set out in the following summary compensation table:\nSummary Compensation\nThe following table provides a summary of the compensation received by the persons set out therein for each of our last three fiscal years:\n(1)Mr. Martin was appointed President, Chief Executive Officer, and Chief Financial Officer on September 30, 2014.\n(2)All $96,000 owed to Mr. Martin was accrued in 2020.\n(3)Ms. Breen was appointed Secretary and Treasurer on September 30, 2014.\n(4)Ms. Breen was paid $24,000 in 2020 with the remaining $54,000 accrued.\nEmployment Contracts\nIn 2014 and 2016 we entered into employment agreements with Glenn E. Martin, our Chief Executive Officer and Chief Financial Officer, Nicole Breen, our Secretary and Treasurer and Ryan Breen, our Vice President and Social Media Officer.\nUnder the terms of our agreement with Mr. Martin dated October 1, 2016, he serves as our President and Chief Executive Officer. The agreement was for a two-year term and Mr. Martin received Seven Million (7,000,000) shares of our common stock, restricted in accordance with Rule 144, and was to receive Seven Million (7,000,000) additional shares as his annual salary for agreeing to serve as our President and Chief Executive Officer. Additionally, Mr. Martin was entitled to One Million (1,000,000) shares of a yet-to-be-created class of Series B Preferred Stock if we regained \u201cfully-reporting\u201d status with the Securities and Exchange Commission. We are obligated to maintain and pay the premiums for \u201ckey man\u201d life insurance in the amount of $1,000,000. Our agreement with Mr. Martin also contained various provisions related to his termination without cause and in the event we undergo a change of control transaction. To date, no \u201ckey man\u201d insurance has been obtained.\nOn January 23, 2018, our Board of Directors agreed to enter into an Amended and Restated Employment Agreement with Glenn E. Martin. Under the new agreement, Mr. Martin will serve as our President and Chief Executive Officer for a five (5) year term in exchange for a base salary of $1,500 per week, which will be increased to $120,000 annually in the event we raise an aggregate of $2,000,000 during the term of the agreement. The agreement went effective beginning February 1, 2018. Additionally, we agreed to grant Mr. Martin One Million (1,000,000) shares of our restricted common stock on February 1, 2018 pursuant to the terms of a Restricted Stock Agreement, with the shares subject to certain restrictions on transfer which expire on 33% of the shares on February 1, 2019, 66% of the shares on February 1, 2020 and 100% of the shares on February 1, 2021. We also agreed to issue Mr. Martin a Non-Qualified Stock Option on February 1, 2018 to purchase up to Four Million (4,000,000) shares of our common stock at $10.55 per share, with the options vesting 33 1/3% on August 1, 2018, 33 1/3% on February 1, 2019 and 33 1/3rd % on February 1, 2020. The options expire ten years from the date of grant. As a result of the Amended and Restated Employment Agreement with Mr. Martin, he is no longer entitled to the Seven Million (7,000,000) shares of our common stock as annual salary, or the One Million (1,000,000) shares of a yet-to-be-created class of Series B Preferred Stock if we become fully-re", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1393772_2020.htm (CIK: 1393772, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01669", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nIndex to Consolidated Financial Statements\nPAGE\nReport of Independent Registered Public Accounting Firm\nReport of Independent Registered Public Accounting Firm\nConsolidated Balance Sheets\nConsolidated Statements of Comprehensive Income\nConsolidated Statements of Cash Flows\nConsolidated Statements of Changes in Stockholders\u2019 Equity\nNotes to Consolidated Financial Statements\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nThe Board of Directors and Stockholders of Luminex Corporation\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheets of Luminex Corporation (the Company) as of December 31, 2020 and 2019, the related consolidated statement of comprehensive income, changes in stockholders\u2019 equity and cash flows for each of the three years in the period ended December 31, 2020, and the related notes (collectively referred to as the \u201cconsolidated financial statements\u201d). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with U.S. generally accepted accounting principles.\nWe also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company\u2019s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 26, 2021 expressed an unqualified opinion thereon.\nBasis for Opinion\nThese financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\nCritical Audit Matters\nThe critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.\nRevenues with variable considerations\nDescription of the matterAs described in Note 1 to the consolidated financial statements, revenues from product sales typica", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1033905_2020.htm (CIK: 1033905, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01670", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data\n\u200c\n(1) The 52 weeks ended August 29, 2020 was negatively impacted by the charges for additional Emergency-Time Off (\"ETO\") benefit enhancement for eligible part-time and full-time hourly employees and other expenses in response to COVID-19 of $83.9 million (pre-tax), recognized in the third and fourth quarters.\n(2) The fiscal year ended August 31, 2019 consisted of 53 weeks.\n(3) Fiscal 2018 was negatively impacted by pension termination charges of $130.3 million (pre-tax) recognized in the fourth quarter and asset impairments of $193.2 million (pre-tax) recognized in the second quarter of fiscal 2018. See \u201cNote L - Pension and Savings Plans\u201d and \u201cNote M - Sale of Assets\u201d of the Notes to Consolidated Financial Statements for more information. Fiscal 2018 also includes a benefit to net income related to the Tax Cuts and Jobs Act (\u201cTax Reform\u201d). See \u201cNote D - Income Taxes\u201d of the Notes to Consolidated Financial Statements for more information.\n(4) Fiscal 2020, 2019, 2018 and 2017 include excess tax benefits from stock option exercises of $20.9 million, $46.0 million, $31.3 million and $31.2 million, respectively, related to the adoption of Accounting Standards Update (\u201cASU\u201d) 2016-09, Compensation - Stock Compensation (Topic 718): Improvement to Employee Share-based Payment Accounting. The Company adopted ASU 2016-09 effective August 28, 2016 and applied the recognition of excess tax deficiencies and tax benefits in the income statement on a prospective basis. Income tax expense, net income and diluted earnings per share amounts presented for prior periods were not restated. The Company applied ASU 2016-09 relating to the presentation of the excess tax benefits on the Consolidated Statements of Cash Flows retrospectively. Prior period amounts for net cash provided by operating activities for all years presented above were restated to conform to the current period presentation.\n(5) The domestic comparable sales increases are based on sales for all AutoZone domestic stores open at least one year. Same store sales are computed on a 52-week basis. Relocated stores are included in the same store sales computation based on the year the original store was opened. Closed store sales are included in the same store sales computation up to the week it closes, and excluded from the computation for all periods subsequent to closing. All sales through our www.autozone.com website, including consumer direct ship-to-home sales, are also included in the computation.\n(6) The Company adopted ASU 2016-02, Leases (Topic 842), beginning with its first quarter ended November 23, 2019 which resulted in the Company recognizing a right-of-use asset (\u201cROU asset\u201d) and a corresponding lease liability on the balance sheet. See \u201cNote A - Significant Accounting Policies\u201d.\n(7) 26 IMC branches were sold on April 4, 2018. See \u201cNote M - Sale of Assets\u201d of the Notes to Consolidated Financial Statements for more information.\n(8) Inventory turnover is calculated as cost of sales divided by the average merchandise inventory balance over the trailing 5 quarters.\n(9) After-tax return on invested capital is defined as after-tax operating profit (excluding rent charges) divided by invested capital (which includes a factor to capitalize leases). For fiscal 2020, average debt is presented net of excess cash of $374.2 million. For fiscal 2019, after-tax operating profit was adjusted for the impact of the average revaluation of deferred tax liabilities, net of repatriation tax. For fiscal 2018, after-tax operating profit was adjusted for impairment charges, pension termination charges and the impact of the revaluation of deferred tax liabilities, net of repatriation tax. See Reconciliation of Non-GAAP Financial Measures in Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\n(10) Adjusted debt to EBITDAR is defined as the sum of total debt, finance lease obligations and annual rents times six; divided by net incom", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax expense, deferred tax, tax benefit. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01671", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7.\nMANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nThe following discussion and analysis is based on, and should be read in conjunction with, the consolidated financial statements and the related notes thereto of the City Office REIT, Inc. for the years ended December 31, 2020 and December 31, 2019.\nAs used in this section, unless the context otherwise requires, references to \u201cwe,\u201d \u201cour,\u201d \u201cus,\u201d and \u201cour company\u201d refer to City Office REIT, Inc., a Maryland corporation, together with our consolidated subsidiaries, including City Office REIT Operating Partnership L.P., a Maryland limited partnership of which we are the sole general partner and which we refer to in this section as our Operating Partnership, except where it is clear from the context that the term only means City Office REIT, Inc.\nThis management\u2019s discussion and analysis of financial condition and results of operations (this \u201cMD&A\u201d) contains forward-looking statements that involve risks, uncertainties and assumptions. See \u201cCautionary Statement Regarding Forward-Looking Statements\u201d for a discussion of the risks, uncertainties and assumptions associated with those statements. Our actual results may differ materially from those expressed or implied in the forward-looking statements as a result of various factors, including, but not limited to, those in \u201cRisk Factors\u201d and included in other portions of this document.\nYou should read the following MD&A in conjunction with the historical consolidated financial statements, and notes thereto, included elsewhere in this Report. We have omitted from this MD&A a detailed discussion of the year-over-year changes from the Company\u2019s fiscal year 2018 as compared to fiscal year 2019, which can be found in the MD&A section in the Company\u2019s annual report on Form 10-K\nfor the year ended December 31, 2019, filed with the U.S. Securities and Exchange Commission on February 26, 2020.\nOverview\nCompany\nWe were formed as a Maryland corporation on November 26, 2013. On April 21, 2014, we completed our initial public offering (\u201cIPO\u201d) of shares of common stock. We contributed the net proceeds of the IPO to our Operating Partnership in exchange for common units in our Operating Partnership. Both we and our Operating Partnership commenced operations upon completion of the IPO and certain related formation transactions.\nThe Company\u2019s interest in the Operating Partnership entitles the Company to share in distributions from, and allocations of profits and losses of, the Operating Partnership in proportion to the Company\u2019s percentage ownership of common units. As the sole general partner of the Operating Partnership, the Company has the exclusive power under the Operating Partnership\u2019s partnership agreement to manage and conduct the Operating Partnership\u2019s business, subject to limited approval and voting rights of the limited partners.\nThe Company has elected to be taxed and will continue to operate in a manner that will allow it to qualify as a REIT under the Code. Subject to qualification as a REIT, the Company will be permitted to deduct dividend distributions paid to its stockholders, eliminating the U.S. federal taxation of income represented by such distributions at the Company level. REITs are subject to a number of organizational and operational requirements. If the Company fails to qualify as a REIT in any taxable year, the Company will be subject to U.S. federal and state income tax on its taxable income at regular corporate tax rates and any applicable alternative minimum tax.\nDuring the year ended December 31, 2020, the Company completed the repurchase of 11,363,851 shares of its common stock for approximately $100.0 million.\nOn July 23, 2020, the Company sold a land parcel at the Circle Point property in Denver, Colorado for $6.5 million, resulting in an aggregate gain of $1.3 million net of disposal-related costs and taxes paid by our taxable REIT subsidiary, which has been classified as net g", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax rate. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01672", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nYou should carefully consider the risks described below, together with all of the other information included in this Form 10-K, in considering our business and prospects. Set forth below and elsewhere in this Form 10-K and in other documents we file with the SEC are descriptions of certain risks, uncertainties, and other factors that could cause our actual results to differ materially from those anticipated. If any of the following risks, other unknown risks, or risks that we think are immaterial occur, our business, financial condition, results of operations, cash flows, or growth prospects could be adversely impacted, which could result in a complete loss on your investment.\nRisks Relating to Our Financial Position, Our Need for Additional Capital, and Our Business\nWe anticipate that we will incur losses for the foreseeable future and we may never sustain profitability.\nWe may not generate the cash that is necessary to finance our operations in the foreseeable future. We incurred net losses of $111.1 million, $77.7 million and $155.6 million for the years ended December 31, 2020, 2019, and 2018, respectively. We expect to continue to incur substantial losses for the foreseeable future as we:\n\u2022support the Phase 3 AFFIRM-AL clinical trial for birtamimab expected to commence in 2021, the Phase 2 PASADENA clinical trial for prasinezumab (PRX002/RG7935) being conducted by Roche, the Phase 2b clinical trial for prasinezumab expected to commence in 2021, the Phase 2/3 clinical trial for PRX004 expected to commence in 2021, the Phase 1 clinical trial for PRX005 expected to commence in 2021, the Phase 1 clinical trial for PRX012 expected to commence in 2022, and possibly initiate additional clinical trials for these and other programs;\n\u2022develop and possibly commercialize our drug candidates, including birtamimab, prasinezumab, PRX004, PRX005, and PRX012;\n\u2022undertake nonclinical development of other drug candidates and initiate clinical trials, if supported by nonclinical data;\n\u2022pursue our early stage research and seek to identify additional drug candidates; and\n\u2022potentially acquire rights from third parties to drug candidates or technologies through licenses, acquisitions, or other means.\nWe must generate significant revenue to achieve and maintain profitability. Even if we succeed in discovering, developing, and commercializing one or more drug candidates, we may not be able to generate sufficient revenue and we may never be able to achieve or sustain profitability.\nWe will require additional capital to fund our operations, and if we are unable to obtain such capital, we will be unable to successfully develop and commercialize drug candidates.\nAs of December 31, 2020, we had cash and cash equivalents of $295.4 million. Although we believe, based on our current business plans, that our existing cash and cash equivalents will be sufficient to meet our obligations for at least the next twelve months, we anticipate that we will require additional capital in order to continue the research and development, and eventual commercialization, of our drug candidates. Our future capital requirements will depend on many factors that are currently unknown to us, including, without limitation:\n\u2022the timing of progress, results and costs of our clinical trials, including the Phase 3 clinical trial for birtamimab expected to commence in 2021, the Phase 2 clinical trial for prasinezumab, the Phase 2b clinical trial for prasinezumab expected to commence in 2021, the Phase 2/3 clinical trial for PRX004 expected to commence in 2021, the Phase 1 clinical trial for PRX005 expected to commence in 2021, and the Phase 1 clinical trial for PRX012 expected to commence in 2022;\n\u2022the timing, initiation, progress, results, and costs of these and our other research, development, and possible commercialization activities;\n\u2022the results of our research and nonclinical and clinical studies;\n\u2022the costs of manufacturing our drug candidates for clinica", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1559053_2020.htm (CIK: 1559053, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01673", "source": "edgar", "source_license": "public_domain", "text": "Item 6.\nSelected Financial Data.\nInformation required by this Item 6. is not included as we are electing to exclude this information pursuant to Regulation S-K Item 301, as amended.\nFor financial data and discussion of our results of operations and financial position, refer to Part II, Item 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1720990_2020.htm (CIK: 1720990, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01674", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nDisclosure in response to this item is not required of a smaller reporting company.\nITEM 1B.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1516805_2020.htm (CIK: 1516805, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01675", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nWe are exposed to certain market risks, primarily related to interest rates and foreign currency exchange rates.\nInterest Rates - Our financial instruments potentially subject to interest rate risk include commercial paper and floating rate borrowings under our Credit Facilities. Our $1,250 million Credit Facility and $500 million 364-Day Facility were undrawn as of December 31, 2020.\nForeign Currency - We currently have, and in the future may enter into, foreign currency forward contracts to manage foreign currency exchange rate risk related to payments to suppliers denominated in foreign currencies. As of December 31, 2020, the fair values of our outstanding foreign currency forward contracts were not significant.\nITEM 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1501585_2020.htm (CIK: 1501585, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01676", "source": "edgar", "source_license": "public_domain", "text": "Item 7.\nManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nThe following discussion contains forward-looking statements, including, without limitation, our expectations and statements regarding our outlook and future revenues, expenses, results of operations, liquidity, plans, strategies and objectives of management and any assumptions underlying any of the foregoing. Our actual results may differ significantly from those projected in the forward-looking statements. Our forward-looking statements and factors that might cause future actual results to differ materially from our recent results or those projected in the forward-looking statements include, but are not limited to, those discussed in the section titled \u201cCautionary Note Regarding Forward-Looking Statements\u201d and \u201cRisk Factors\u201d of this Annual Report on Form 10-K. Except as required by law, we assume no obligation to update the forward-looking statements or our risk factors for any reason.\nManagement Overview\nWe have been focused on implementing a multi-pronged platform for growth within the non-discretionary automotive aftermarket for the replacement parts and diagnostic testing industry, through organic growth and acquisitions. Our investments in infrastructure and human resources, including the consolidation of our distribution center in Mexico and the significant expansion of manufacturing capacity, are expected to be transformative and scalable. As a result, gross profit and net income have been impacted, and our future performance and opportunities should be considered with these factors in mind.\nNew products introduced through our growth strategies noted above include: (i) turbochargers through an acquisition in July 2016; (ii) brake power boosters in August 2016; (iii) the design and manufacture of diagnostics systems for alternators, starters, belt-start generators (stop start and hybrid technology), and electric power trains for electric vehicles through an acquisition in July 2017; (iv) the design and manufacture of advanced power emulators (AC and DC) and custom power electronic products for the automotive and aerospace industries through an acquisition in December 2018; (v) alternators and starters for medium and heavy duty trucks, industrial equipment, farm and agriculture, transit and emergency service vehicles, and marine applications through an acquisition in January 2019; and (vi) the addition of brake calipers in August 2019.\nImpact of the Novel Coronavirus (\u201cCOVID-19\u201d)\nIn March 2020, the WHO declared the outbreak of COVID-19 as a pandemic, which has spread globally and created significant volatility, uncertainty and economic disruption in many countries, including the countries in which we operate. National, state and local governments in these countries have implemented a variety of measures in response to the COVID-19 pandemic that have the effect of restricting or limiting, among other activities, the operations of certain businesses.\nOur business has continued to operate as we have been declared an essential business. We believe that the effects of the COVID-19 pandemic did not materially impact our financial results for the fourth quarter of fiscal 2020; however, the effects of the pandemic on our financial results for the first quarter of fiscal 2021 and other future periods could be significant and cannot currently be reasonably estimated due to the significant volatility, uncertainty and economic disruption caused by the pandemic. See Item 1A \u201cRisk Factors\u201d of this Form 10-K for further discussion of the potential impact of the COVID-19 pandemic on our business, results of operations and financial condition.\nIn response to the COVID-19 pandemic, we have established a committee, comprised of our executive officers, to oversee our risk identification, management and mitigation strategies regarding the impact of the pandemic on our business and operations. Among other significant risks that are actively being ma", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 918251_2020.htm (CIK: 918251, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01677", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk\nWe are exposed to market risks in the ordinary course of our business. These market risks are principally limited to interest rate fluctuations and foreign currency exchange rate fluctuations.\nInterest rate sensitivity\nWe are exposed to market risk related to changes in interest rates as it impacts our interest income.\nCash, cash equivalents and cash reserve account. At March 31, 2020, we had cash and cash equivalents of $120.8 million and we also held $9.0 million of restricted cash. Our exposure to market risk includes interest income sensitivity, which is impacted by changes in the general level of U.S. and European interest rates. Our cash and cash equivalents and the cash reserve account are held in interest-bearing savings accounts and bank accounts. We do not enter into investments for trading or speculative purposes. Due to the current levels of interest rates, we do not believe an immediate one percentage point change in interest rates would have a material effect on the fair market value of our holdings, and therefore we do not expect our operating results or cash flows to be significantly affected by changes in market interest rates.\nSecured Notes. At March 31, 2020, we had term debt of $145.0 million outstanding under the Secured Notes. The Secured Notes are fixed-rate instruments and, as a result, a change in market interest rates has no impact on our interest expense incurred or cash flows.\nForeign currency exchange risk\nThe main currencies that we use for our trading operations are the U.S. Dollar, the Pound Sterling, the Swiss Franc and to a lesser extent, the Euro. Our meaningful cash balances are held in a mixture of U.S. Dollars, Euros, Pounds Sterling and Swiss Francs. These cash balances may not be the same as the functional currencies of the Quotient entities in which they are held and as a result, exchange rate fluctuations may result in foreign exchange gains and losses on our income statement.\nWe are subject to market risks arising from changes in foreign currency exchange rates between the U.S. Dollar and the Pound Sterling and the U.S. Dollar and the Swiss Franc. Accordingly, fluctuations in the U.S. Dollar versus Pounds Sterling and the U.S. Dollar versus the Swiss Franc exchange rate give rise to exchange gains and losses. These gains and losses arise from the conversion of U.S. Dollars and Euros to Pounds Sterling and the retranslation of cash, accounts receivable, intercompany indebtedness and other asset and liability balances. Based on our assets and liabilities held in Pounds Sterling at March 31, 2020, we estimate that a 5% strengthening of the Pound Sterling against the U.S. Dollar would give rise to a gain of approximately $0.5 million and a 5% weakening of the Pound Sterling against the U.S. Dollar would give rise to loss of approximately $0.5 million. Based on our assets and liabilities held in Swiss Francs at March 31, 2020, we estimate that a 5% strengthening of the Swiss Franc against the U.S. Dollar would give rise to a gain of approximately $1.3 million and a 5% weakening of the Swiss Franc against the U.S. Dollar would give rise to loss of approximately $1.3 million.\nMost of our revenues are earned in U.S. Dollars, but the costs of our conventional reagent manufacturing operations are payable mainly in Pounds Sterling. We therefore closely monitor the results of our UK operations to address this difference. During the year ended March 31, 2020, the net operating expenses arising in Pounds Sterling from our UK conventional reagent manufacturing operations amounted to approximately $36.2 million. This expenditure is offset by revenues arising in U.S. Dollars and other currencies. We have entered into forward contracts to hedge against the effects of fluctuations in the U.S. Dollar versus the Pounds Sterling exchange rate. The principal value of the hedges related to the results of fiscal year 2021 is $6.0 million and,", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1596946_2020.htm (CIK: 1596946, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01678", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data.\nThe following table sets forth selected financial data as of and for the years ended December 31, 2020, 2019, 2018, 2017 and 2016. We derived the selected financial data from our consolidated financial statements for those periods included in this annual report on Form 10-K or our prior annual reports on Form 10-K. We have reclassified certain amounts in our historical audited consolidated financial statements, including amounts related to assets and liabilities reclassified as held-for-sale during these periods. These reclassifications had no effect on our reported net income (loss).\nYou should read the selected financial data in this table together with, and such selected financial data is qualified by reference to, our consolidated financial statements and the notes to those restated consolidated financial statements in Item 8 of this report and \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d in Item 7", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1295401_2020.htm (CIK: 1295401, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01679", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk\nEquity Risk\nWe have exposure to equity risk with respect to the equity investments that we hold in Arcturus and Solid. The carrying value of our equity investment held in Arcturus was $95.4 million and $27.8 million as of December 31, 2020 and 2019, respectively, and the carrying value of our equity investment held in Solid was $59.3 million as of December 31, 2020. If the Arcturus or Solid stock price had been lower at December 31, 2020 compared to December 31, 2019, we would have reported an even greater net loss for the year ended December 31, 2020. A hypothetical 10 percent decrease in the market price for our equity investments as of December 31, 2020 and 2019 would decrease the fair value by $15.5 million and $2.7 million, respectively. Given the historic volatility of the publicly traded stock price of Arcturus and Solid, the fair value of our investments in Arcturus and Solid is subject to wide fluctuations which may have a significant impact on our net income (loss) in future periods.\nInterest Rate Risk\nOur exposure to market risk for changes in interest rates relates primarily to interest earned on our cash equivalents and marketable debt securities. The primary objective of our investment activities is to preserve our capital to fund operations. A secondary objective is to maximize income from our investments without assuming significant risk. Our investment policy provides for investments in low-risk, investment-grade debt instruments. As of December 31, 2020 and 2019, we had cash, cash equivalents, and marketable debt securities totaling $1,212.0 million and $760.4 million, respectively, which include bank deposits, money market funds, U.S. government treasury and agency securities, and investment-grade corporate bond securities which are subject to default, changes in credit rating, and changes in market value. The securities in our investment portfolio are classified as available for sale and are subject to interest rate risk and will decrease in value if market interest rates increase. Due to the COVID-19 pandemic and the reduction of rates by the U.S. Federal Reserve, we expect that the interest yield on our investments may continue to decrease. A hypothetical 100 basis point change in interest rates during any of the periods presented would not have had a material impact on the fair market value of our cash equivalents and marketable debt securities as of December 31, 2020 and 2019. To date, we have not experienced a loss of principal on any of our investments and as of December 31, 2020, we did not record any allowance for credit loss from our investments.\nForeign Currency Risk\nWe face foreign exchange risk as a result of entering into transactions denominated in currencies other than U.S. dollars. Due to the uncertain timing of expected payments in foreign currencies, we do not utilize any forward exchange contracts. All foreign transactions settle on the applicable spot exchange basis at the time such payments are made. Volatile market conditions arising from the COVID-19 pandemic may result in significant changes in exchange rates, and in particular a weakening of foreign currencies relative to the U.S. dollar may negatively affect our revenue and operating income as expressed in U.S. dollars. An adverse movement in foreign exchange rates could have a material effect on payments made to foreign suppliers and for license agreements. For the year ended December 31, 2020, a majority of our revenue and expense activities and capital expenditures were denominated in U.S. dollars. A hypothetical 10% change in foreign exchange rates during any of the periods presented would not have had a material impact on our consolidated financial statements.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1515673_2020.htm (CIK: 1515673, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01680", "source": "edgar", "source_license": "public_domain", "text": "Item 7.\nManagement\n\u2019\ns Discussion and Analysis o\nf Financial Condition and Results of Operations\nThe following discussion and analysis of our financial condition and results of operations should be read in conjunction with Part I, Item 1A,\nRisk Factors; Part II, Item 6,\nSelected Financial Data; and our consolidated financial statements and related notes, each included elsewhere in this Annual Report on Form 10-K.\nThis section of this Annual Report on Form 10-K\ngenerally discusses 2020 and 2019 items and year-over-year comparisons between 2020 and 2019. Discussions of 2018 items and year-over-year comparisons between 2019 and 2018 that are not included in this Annual Report on Form 10-K\ncan be found in Part II, Item 7,\nManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations, of our Annual Report on Form 10-K\nfor the year ended December 31, 2019, or the 2019 10-K.\nOverview\nWe are a global nutrition company that sells weight management, targeted nutrition, energy, sports, and fitness, and outer nutrition products to and through independent members, or Members. In China, we sell our products to and through independent service providers and sales representatives to customers and preferred customers, as well as through Company-operated retail platforms when necessary. We refer to Members that distribute our products and achieve certain qualification requirements as \u201csales leaders.\u201d\nWe provide high-quality, science-backed products to Members and their customers who seek a healthy lifestyle and we also offer a business opportunity to those Members who seek additional income. We believe enhanced consumer awareness and demand for our products due to global trends such as the obesity epidemic, increasing interest in a fit and active lifestyle, living healthier and the rise of entrepreneurship, coupled with the effectiveness of personalized selling through a direct sales channel, have been the primary reasons for our continued success.\nOur products are grouped in four principal categories: weight management; targeted nutrition; energy, sports, and fitness; and outer nutrition, along with literature, promotional, and other items. Our products are often sold through a series of related products and literature designed to simplify weight management and nutrition for consumers and maximize our Members\u2019 cross-selling opportunities.\nWhile we continue to monitor the current global financial environment and the impacts of the COVID-19 pandemic, we remain focused on the opportunities and challenges in retailing our products and enhancing the customer experience, sponsoring and retaining Members, improving Member productivity, further penetrating\nexisting markets, globalizing successful Daily Methods of Operation, or DMOs, such as Nutrition Clubs, Fit Clubs, and Weight Loss Challenges, introducing new products and globalizing existing products, developing niche market segments and further investing in our infrastructure.\nWe sell our products in six geographic regions:\n\u2022\nNorth America;\n\u2022\nMexico;\n\u2022\nSouth and Central America;\n\u2022\nEMEA, which consists of Europe, the Middle East, and Africa;\n\u2022\nAsia Pacific (excluding China); and\n\u2022\nChina.\nOn July 15, 2016, we reached a settlement with the FTC and entered into the Consent Order, which resolved the FTC\u2019s multi-year investigation of the Company. We continue to monitor the impact of the Consent Order and our board of directors established the Implementation Oversight Committee in connection with the Consent Order, and more recently, our Audit Committee assumed oversight of continued compliance with the Consent Order. The Implementation Oversight Committee had met regularly with management to oversee our compliance with the terms of the Consent Order. While we currently do not expect the settlement to have a long-term and materially adverse impact on our business and our Member base, our business and our Member base, particularly in the U.S., may be negatively impacted. The terms o", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1180262_2020.htm (CIK: 1180262, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01681", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nIn your evaluation of our company and business, you should carefully consider the risks and uncertainties described below, together with information included elsewhere in this Annual Report on Form 10-K and other documents we file with the SEC. The risks and uncertainties described below are those that we have identified as material but are not the only risks and uncertainties facing us. If any of these risks or uncertainties actually occurs, our business, financial condition or operating results could be materially harmed and the price of our stock could decline. Our business is also subject to general risks and uncertainties that affect many other companies, such as our ability to collect receivables, overall U.S. and global economic and industry conditions, geopolitical events, changes in laws or accounting rules, fluctuations in interest and exchange rates, terrorism, international conflicts, major health concerns, climate change or other disruptions of expected economic and business conditions. Additional risks and uncertainties not currently known to us or that we currently believe are immaterial also may materially harm our business, financial condition or operating results and result in a decline in the price of our stock.\nRisks Relating to Our Business\nWe depend on government agencies as our primary customers and if our reputation or relationships with these agencies were harmed, our future revenues and growth prospects would be adversely affected.\nWe generated 87%, 85% and 84% of our total revenues during fiscal 2019, 2018 and 2017, respectively, from contracts with the U.S. government (including all branches of the U.S. military), either as a prime contractor or a subcontractor to other contractors engaged in work for the U.S. government. We generated more than 10% of our total revenues during fiscal 2019, 2018 and 2017 from the U.S. Army. We expect to continue to derive most of our revenues from work performed under U.S. government contracts. Our reputation and relationship with the U.S. government, and in particular with the agencies of the DoD and the U.S. Intelligence Community, are key factors in maintaining and growing our revenues. Negative press reports or publicity, which could pertain to employee or subcontractor misconduct; conflicts of interest; poor contract performance; deficiencies in services, reports, products or other deliverables; information security breaches or other aspects of our business, regardless of accuracy, could harm our reputation, particularly with these agencies. If our reputation is negatively affected, or if we are suspended or debarred from contracting with government agencies for any reason, the amount of business with government and other customers would decrease and our future revenues and growth prospects would be adversely affected.\nA decline in the U.S. government budget, changes in spending or budgetary priorities or delays in contract awards may significantly and adversely affect our future revenues and limit our growth prospects.\nRevenues under contracts with the DoD and U.S. Intelligence Community, either as a prime contractor or subcontractor to other contractors, represented approximately 48% of our total revenues for fiscal 2019, 2018 and 2017. Levels of U.S. government and DoD spending are difficult to predict and subject to significant risk. Our operating results could be adversely affected by spending caps or changes in the budgetary priorities of the U.S. government or the DoD, as well as delays in program starts or the award of contracts or task orders under contracts. Current U.S. government spending levels for defense-related or other programs may not be sustained and future spending and program authorizations may not increase or may decrease or shift to programs in areas in which we do not provide services or are less likely to be awarded contracts. Such changes in spending authorizations and budgetary priorities may occur as a result of ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1336920_2020.htm (CIK: 1336920, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01682", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nThe following table summarizes the compensation of key executives during the last two complete fiscal years. No other officers or directors received annual compensation in excess of $100,000 during the last two complete fiscal years.\nLONG-TERM INCENTIVE PLANS\nThere are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers, except that our directors and executive officers may receive stock options at the discretion of our board of directors. We do not have any material bonus or profit-sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of our board of directors.\nWe have no plans or arrangements in respect of remuneration received or that may be received by our executive officers to compensate such officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control, where the value of such compensation exceeds $60,000 per executive officer.\nDIRECTORS COMPENSATION\nWe reimburse our directors for expenses incurred in connection with attending board meetings. We have no present formal plan for compensating our directors for their service in their capacity as directors, although in the future, such directors are expected to receive compensation and options to purchase shares of common stock as awarded by our board of directors or (as to future options) a compensation committee which may be established in the future. Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our board of directors. The board of directors may award special remuneration to any director undertaking any special services on behalf of our company other than services ordinarily required of a director. Other than indicated in this annual report, no director received and/or accrued any compensation for his or her services as a director, including committee participation and/or special assignments.\nREPORT ON EXECUTIVE COMPENSATION\nOur compensation program for our executive officers is administered and reviewed by our board of directors. Historically, executive compensation consists of a combination of base salary and bonuses. Individual compensation levels are designed to reflect individual responsibilities, performance, and experience, as well as the performance of our company. The determination of discretionary bonuses is based on various factors, including implementation of our business plan, acquisition of assets, development of corporate opportunities and completion of financing.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1165639_2020.htm (CIK: 1165639, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01683", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\nThe following selected consolidated financial data is not necessarily indicative of results of future operations, and should be read in conjunction with Item 7, \u201cManagement's Discussion and Analysis of Financial Condition and Results of Operations,\u201d and the consolidated financial statements and related notes thereto included in Item 8 of this Form 10-K to fully understand factors that may affect the comparability of the information presented below. The financial data for the fiscal years ended January 31, 2020 and 2019, are derived from, and are qualified by reference to, the audited consolidated financial statements that are included in this Form 10-K. The Consolidated Statements of Operations and the Consolidated Statements of Cash Flows data for the fiscal year ended January 31, 2018, are derived from, and are qualified by reference to, the audited consolidated financial statements that are included in this Form 10-K. The Consolidated Balance Sheet data for the fiscal year ended January 31, 2018, and the remaining financial data for the fiscal years ended January 31, 2017 and 2016, are derived from audited, consolidated financial statements which are not included in this Form 10-K.\nThe consolidated balance sheet data as of January 31, 2020 reflects the adoption of Accounting Standards Update (ASU) No. 2016-02 Leases (Topic 842). The consolidated statement of operations data for fiscal 2019 and the selected consolidated balance sheet data as of January 31, 2019 reflect the adoption of ASU 2014-09, Revenue from Contracts with Customers (Topic 606) and ASU2016-16 Intra-entity Transfers of Assets Other Than Inventory.\n(1)\nFiscal year 2020 includes a net increase in valuation allowances of $16.2 million, primarily related to the placement of a valuation allowance against Ireland net deferred tax assets.\n(2)\nFiscal year 2019 net income includes a $1.3 million reversal of the 2017 Tax Reform Act (the Tax Act) estimated tax liability recorded in fiscal year 2018.\n(3)\nFiscal year 2018 net loss includes a $2.0 million estimated tax liability, representing the Company\u2019s best estimate of the impact of the Tax Act in accordance with QAD\u2019s understanding of the Tax Act and the related guidance available.\n(4)\nFiscal year 2017 includes placement of a valuation allowance of $16.3 million against U.S. federal and state net deferred tax assets.\n(5)\nFiscal year 2016 includes the issuance of 450,000 shares of Class A common stock at $20.00 per share for net proceeds to the Company of $8.4 million after deduction of offering expenses as a result of an option to purchase additional shares exercised in full by the underwriters related to the fiscal year 2015 stock issuance.\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: deferred tax, tax liability, tax reform. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01684", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nThe financial statements and related notes thereto required by this item begin at page hereof.\nItem 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 866609_2020.htm (CIK: 866609, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01685", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nAMYRIS, INC.\nINDEX TO CONSOLIDATED FINANCIAL STATEMENTS\nPage\nReport of Independent Registered Public Accounting Firm\nConsolidated Balance Sheets\nConsolidated Statements of Operations\nConsolidated Statements of Comprehensive Loss\nConsolidated Statements of Stockholders' Deficit and Mezzanine Equity\nConsolidated Statements of Cash Flows\nNotes to Consolidated Financial Statements\nReport of Independent Registered Public Accounting Firm\nBoard of Directors and Stockholders of Amyris, Inc.\nOpinion on the Consolidated Financial Statements\nWe have audited the accompanying consolidated balance sheets of Amyris, Inc. and subsidiaries (the \"Company\") as of December 31, 2020 and 2019, and the related statements of operations, comprehensive loss, stockholders\u2019 deficit and mezzanine equity, and cash flows for each of the two years in the period ended December 31, 2020, and the related notes (collectively referred to as the \u201cconsolidated financial statements\u201d). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.\nWe also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (\u201cPCAOB\u201d), the Company\u2019s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (\u201cCOSO\u201d) and our report dated March 5, 2021 expressed an unqualified opinion on the effectiveness of the Company\u2019s internal control over financial reporting.\nGoing Concern\nThe accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has suffered recurring losses from operations, has an accumulated deficit of $2.1 billion and current debt service requirements that raise substantial doubt about its ability to continue as a going concern. Management\u2019s plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.\nChanges in Accounting Principles\nAs discussed in Note 1 to the consolidated financial statements, the Company has changed its accounting method of accounting for leases on January 1, 2019, due to the adoption of Financial Accounting Standard Board\u2019s Accounting Standards Codification 842, Leases. The Company also amended the classification of certain equity-linked financial instruments with down round features and the respective disclosure requirements in fiscal year 2019 due to adoption of Accounting Standards Update No. 2017-11.\nBasis for Opinion\nThese consolidated financial statements are the responsibility of the entity\u2019s management. Our responsibility is to express an opinion on these financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (\"PCAOB\") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.\nOur audits included performing procedures to assess the risks of material misstatement of the consoli", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1365916_2020.htm (CIK: 1365916, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01686", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nYou should carefully consider each of the following risks and uncertainties, which we believe are the principal risks that we face and of which we are currently aware, and all of the other information in this Form 10-K. Some of the risks and uncertainties described below relate to our business, while others relate to the spin-off. Other risks relate principally to the securities markets and ownership of our common stock.\nIf any of the following events actually occur, our business, financial condition or financial results could be materially adversely affected, the trading price of our common stock could decline and you could lose all or part of your investment. Additional risks and uncertainties that we do not presently know about or currently believe are not material may also adversely affect our business and operations.\nRisks Relating to Our Business\nWe serve customers who are involved in drilling for and production of oil and natural gas. Demand for services in the oil and natural gas industry is cyclical, is currently experiencing a significant downturn and has experienced additional significant downturns in recent years, which are currently significantly affecting, and have in recent years significantly affected, the performance of our business. Additional adverse developments affecting this industry could have a material adverse effect on our business, financial condition and results of operations.\nOur revenues are primarily generated from customers who are engaged in drilling for and production of oil and natural gas. Demand for services in the oil and natural gas industry is cyclical and subject to sudden and significant volatility, and we depend on our customers\u2019 willingness to make capital and operating expenditures to explore for, develop and produce oil and natural gas in the United States. Additionally, developments that adversely affect oil and natural gas drilling and production services could reduce our customers\u2019 willingness to make such expenditures and\nmaterially reduce our customers\u2019 demand for our services and associated product offerings, resulting in a material adverse effect on our business, financial condition and results of operations.\nThe predominant factor that would reduce demand for our services and associated product offerings would be a reduction in land-based drilling activity in the continental United States.\nIn recent years, the oil and gas industry has experienced significant downturns. For example, the oilfield service industry experienced an abrupt deterioration in demand during the second half of 2019, which led to a sharp decline in U.S. land rig count and an unprecedented decline in operating frac spreads from the second quarter through the end of 2019. These downturns placed unprecedented pressure on both our customers and competitors.\nOil prices declined sharply in March 2020 to levels as low as approximately $21 per barrel as a result of multiple factors affecting levels of supply and demand in global oil and gas markets, including the announcement of price reductions and production increases by OPEC members and other oil exporting nations. Oil and natural gas prices are expected to continue to be volatile as a result of the near term production increases and the ongoing COVID-19 outbreaks and as changes in oil and natural gas inventories, industry demand and national and economic performance are reported, and we cannot predict when prices will improve and stabilize.\nWorldwide political, economic and military events as well as natural disasters and global or national health pandemics, epidemics or concerns and other factors beyond our control contribute to oil and natural gas price levels and volatility and are likely to continue to do so in the future. Current levels in the price of natural gas, oil or natural gas liquids, as well as ongoing volatility, have had an adverse impact on the level of drilling and E&P activity, which could materially and adversely af", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1738827_2020.htm (CIK: 1738827, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01687", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS\nWe are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide information required under this item.\nITEM 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1659617_2020.htm (CIK: 1659617, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01688", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s discussion and analysis of financial condition and results of operations\nReferences to the \u201cCompany,\u201d \u201cThoma Bravo Advantage,\u201d \u201cour,\u201d \u201cus\u201d or \u201cwe\u201d refer to Thoma Bravo Advantage. The following discussion and analysis of the Company\u2019s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.\nCautionary Note Regarding Forward-Looking Statements\nThis Annual Report on Form 10-K includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the \u201cSecurities Act\u201d), and Section 21E of the Securities Exchange Act of 1934, as amended (the \u201cExchange Act\u201d). We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and\nunknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as \u201cmay,\u201d \u201cshould,\u201d \u201ccould,\u201d \u201cwould,\u201d \u201cexpect,\u201d \u201cplan,\u201d \u201canticipate,\u201d \u201cbelieve,\u201d \u201cestimate,\u201d \u201ccontinue,\u201d or the negative of such terms or other similar expressions. Such statements include, but are not limited to, possible business combinations and the financing thereof, and related matters, as well as all other statements other than statements of historical fact included in this Form 10-K. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other Securities and Exchange Commission (\u201cSEC\u201d) filings.\nOverview\nWe are a blank check company incorporated in the Cayman Islands on November 6, 2020 for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses that we have not yet selected (\u201cBusiness Combination\u201d).\nOur sponsor is Thoma Bravo Advantage Sponsor LLC, a Delaware limited liability company. We are an emerging growth company and, as such, we are subject to all of the risks associated with emerging growth companies.\nOur registration statements for the Initial Public Offering became effective on January 14, 2021. On January 20, 2021, we consummated the Initial Public Offering of 100,000,000 Class A ordinary shares (the \u201cPublic Shares\u201d), including the 10,000,000 Public Shares as a result of the underwriters\u2019 full exercise of their over-allotment option, at an offering price of $10.00 per Public Share, generating gross proceeds of $1.0 billion, and incurring offering costs of approximately $54.5 million, of which $35.0 million was for deferred underwriting commissions.\nSimultaneously with the closing of the Initial Public Offering, we consummated the Private Placement of 2,400,000 Private Placement Shares at a price of $10.00 per Private Placement Warrant, generating gross proceeds of approximately $24.0 million.\nUpon the closing of the Initial Public Offering and the Private Placement, $1.0 billion ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (\u201cTrust Account\u201d), located in the United States at Citibank, N.A., with Continental Stock Transfer & Trust Company acting as trustee, and will be invested by the trustee only in United States \u201cgovernment securities\u201d within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 of the Investment Company Act, until t", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1832459_2020.htm (CIK: 1832459, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01689", "source": "edgar", "source_license": "public_domain", "text": "Item 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nIndex to Consolidated Financial Statements\nPage\nNo.\n\u2022\nReport of Independent Registered Public Accounting Firm\n\u2022\nConsolidated Statements of Operations for the years ended March 31, 2020 and 2019\n\u2022\nConsolidated Balance Sheets as of March 31, 2020 and 2019\n\u2022\nConsolidated Statements of Changes in Shareholders\u2019 Equity for the years ended March 31, 2020 and 2019\n\u2022\nConsolidated Statements of Cash Flows for the years ended March 31, 2020 and 2019\n\u2022\nNotes to Consolidated Financial Statements\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nTo: the Board of Directors and Stockholders\nof Emerson Radio Corp. and Subsidiaries\nOpinion on the Consolidated Financial Statements\nWe have audited the accompanying consolidated balance sheets of Emerson Radio Corp. and Subsidiaries (the \"Company\") as of March 31, 2020 and 2019, and the related consolidated statements of operations, changes in stockholders' equity, and cash flows for each of the years in the two-year period ended March 31, 2020, and the related notes (collectively referred to as the \u201cconsolidated financial statements\u201d). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company as of March 31, 2020 and 2019, and the results of their operations and their cash flows for each of the years in the two-year period ended March 31, 2020, in conformity with accounting principles generally accepted in the United States of America\nBasis for Opinion\nThese consolidated financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company\u2019s internal control over financial reporting. Accordingly, we express no such opinion.\nOur audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.\n/s/ MSPC\nCertified Public Accountants and Advisors,\nA Professional Corporation\nWe have served as the Company\u2019s auditor since 2005.\nNew York, New York\nJune 26, 2020\nEMERSON RADIO CORP. AND SUBSIDIARIES\nCONSOLIDATED STATEMENTS OF OPERATIONS\nFor The Years Ended March 31, 2020 and 2019\n(In thousands, except per share data)\nThe accompanying notes are an integral part of the consolidated financial statements.\nEMERSON RADIO CORP. AND SUBSIDIARIES\nCONSOLIDATED BALANCE SHEETS\nAs of March 31, 2020 and 2019\n(In thousands)\nThe accompanying notes are an integral part of the cons", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 32621_2020.htm (CIK: 32621, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01690", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nInvesting in our common stock involves a significant degree of risk. The material risks and uncertainties that management believes affect us are described below. Before investing in our common stock, you should carefully consider the risks and uncertainties described below, in addition to the other information contained in this Annual Report on Form 10-K. Any of the following risks, as well as risks that we do not know or currently deem immaterial, could have a material adverse effect on our business operations and/or financial condition. As a result, the trading price of our common stock could decline, and you could lose some or all of your investment. Further, to the extent that any of the information in this report, or in other reports we file with the SEC, constitutes forward-looking statements, the risk factors below are cautionary statements identifying important factors that could cause actual results to differ materially from those expressed in any forward-looking statements made by us or on our behalf. See \"Cautionary Note Regarding Forward-Looking Statements.\"\nEconomic Risk\nThe outbreak of the COVID-19 pandemic has caused a significant global economic downturn which has adversely affected, and is expected to continue to adversely affect, our business and results of operations, and the future impacts of the COVID-19 pandemic on the global economy and our business, results of operations, liquidity and financial condition remain uncertain.\nCOVID-19, which has been identified as a pandemic by the World Health Organization, continues to cause economic disruption both worldwide and in the markets we operate, as well as a destabilization effect on financial markets. The ultimate impacts of COVID-19 are uncertain and could have a material adverse effect on our business, financial condition, liquidity and results of operations. The extent of these impacts will depend on future developments, including among others, governmental, regulatory and private sector actions and responses, new information that may emerge concerning the severity of COVID-19, and actions taken to contain or prevent further spread, each of which are highly uncertain and cannot be predicted.\nOur business is dependent upon the ability and willingness of our customers to conduct banking and other financial transactions, including the payment of loan obligations. COVID-19 has and continues to disrupt the business, activities, and operations of our customers, which may cause a decline in demand for our products and services which may, in turn, result in a significant decrease in our business, negatively impacting our liquidity position and financial results. Our financial results could also be impacted due to an inability of our customers to meet their loan commitments because of their losses associated with the effects of COVID-19, resulting in increased risk of delinquencies, defaults, foreclosures, declining collateral values and other losses to our Bank. Moreover, current and future governmental action may temporarily require the Company to conduct business differently with respect to foreclosures, repossessions, payments, deferrals and other customer-related transactions.\nAlthough the Company has established a pandemic response plan and procedures, our workforce has been, is, and may continue to be impacted by COVID-19. We are taking precautions to protect the safety and well-being of our employees and customers, including temporary branch and office closures, but no assurance can be given that our actions will be adequate or appropriate, nor can we predict the level of disruption which will occur to our employees\u2019 ability to provide customer support and service. The spread could also negatively impact availability of key personnel and employee productivity, as well as the business and operations of third-party service providers who perform critical services for us, which could adversely impact our ability to deliver products and ser", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1613665_2020.htm (CIK: 1613665, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01691", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nWe are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.\nITEM 1B.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1713809_2020.htm (CIK: 1713809, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01692", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data.\nThe selected statement of operations data for the years ended December 31, 2020, 2019, and 2018 and the selected balance sheet data as of December 31, 2020 and 2019 are derived from our audited financial statements included elsewhere in this Annual Report. The selected balance sheet data as of December 31, 2018 is derived from audited financial statements that are not included in this Annual Report. We have included, in our opinion, all adjustments that we consider necessary for a fair presentation of the financial information set forth in those statements. Our historical results are not necessarily indicative of the results to be expected in any future period. You should read the following selected financial and other data in conjunction with the section titled \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d and our financial statements and related notes appearing elsewhere in this Annual Report.\nStatement of Operations Data\n(1)\nSee Note 2 to our financial statements for an explanation of the immaterial correction of errors in 2019 related to inventory associated with commissions paid outside of our normal payment cycle to consignors for returned merchandise which have been corrected within consignment revenue.\n(2)\nOperating expenses include stock-based compensation expense as follows:\n(3)\nSee Notes 2 and 14 to our financial statements for an explanation of the calculations of our basic and diluted net loss per share attributable to common stockholders and the weighted-average number of shares used in the computation of the per share amounts.\nBalance Sheet Data\n(1)\nSee Notes 2 to our financial statements for an explanation of the immaterial correction of errors in 2019 related to inventory associated with commissions paid outside of our normal payment cycle to consignors for returned merchandise which have been corrected within inventory and consignment revenue.\nNon-GAAP Financial Measures\nAdjusted EBITDA is a key performance measure that our management uses to assess our operating performance. Because Adjusted EBITDA facilitates internal comparisons of our historical operating performance on a more consistent basis, we use this measure as an overall assessment of our performance, to evaluate the effectiveness of our business strategies and for business planning purposes. Adjusted EBITDA may not be comparable to similarly titled metrics of other companies.\nWe calculate Adjusted EBITDA as net loss before interest income, interest expense, net other expense, income tax provision and depreciation and amortization, further adjusted to exclude stock-based compensation and certain one-time expenses. Adjusted EBITDA has certain limitations as the measure excludes the impact of certain expenses that are included in our statements of operations that are necessary to run our business and should not be considered as an alternative to net loss or any other measure of financial performance calculated and presented in accordance with GAAP.\nThe following table presents a reconciliation of Adjusted EBITDA from net loss for 2020, 2019, and 2018:\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax provision. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01693", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. Risk Factors.\nYou should carefully consider the risks described below before making an investment decision. The trading price of our common stock could decline due to any of these risks, in which case you could lose all or part of your investment. You should also refer to the other information in this filing, including our consolidated financial statements and related notes. The risks and uncertainties described below are those that we currently believe may materially affect our Company. Additional risks and uncertainties that we are unaware of or that we currently deem immaterial also may become important factors that affect our Company. Unless the context otherwise requires, the terms the \u201cCompany,\u201d \u201cwe,\u201d \u201cus,\u201d \u201cour\u201d or similar terms and \u201cCentene\u201d (i) prior to the closing of the Magellan Acquisition, refer to Centene Corporation, together with its consolidated subsidiaries, without giving effect to the Magellan Acquisition, and (ii) upon and after the closing of the Magellan Acquisition, refer to us, after giving effect to the Magellan Acquisition.\nRisks Relating to Our Business\nOur business could be adversely affected by the effects of widespread public health pandemics, such as the spread of COVID-19.\nPublic health pandemics or widespread outbreaks of contagious diseases could adversely impact our business. In December 2019, a novel strain of coronavirus (COVID-19) emerged, which has now spread globally, including throughout the United States. The extent to which COVID-19 continues to impact our business will depend on future developments, which are highly uncertain and cannot be predicted with confidence. Factors that may determine the severity of the impact include the duration and scale of the outbreak, new information which may emerge concerning the severity of COVID-19, (including new strains, which may be more contagious, more severe or less responsive to treatment or vaccines), the costs of prevention and treatment of COVID-19 and the potential that we will not receive state and federal government reimbursement of additional expenses incurred by our members who contract or require testing for COVID-19 or who experience other health impacts as a result of the pandemic, employee mobility, productivity and utilization of leave and other benefits, financial and other impacts on the healthcare provider community, disruptions or delays in the supply chain for testing and treatment supplies, protective equipment and other products and services, and the actions to contain COVID-19 or address its impact (including federal, state and local laws, regulations and emergency orders, including directives to remain at home, physically distance or forced business closures as well as the timing and scope of vaccine distribution), among others. Additionally, the spread of COVID-19 has led to disruption and volatility in the global capital markets, which could adversely impact our access to capital, and a decline in interest rates which could reduce our investment income. Finally, the impact of the above items on our state and federal partners could result in program changes or delays or reduced capitation payments to us. We cannot at this time predict the ultimate impact of the COVID-19 pandemic, but it could adversely affect our business, including our financial position, results of operations and/or cash flows.\nOur Medicare programs are subject to a variety of unique risks that could adversely impact our financial results.\nIf we fail to design and maintain programs that are attractive to Medicare participants; if our Medicare operations are subject to negative outcomes from program audits, sanctions, penalties or other actions; if we do not submit adequate bids in our existing markets or any expansion markets; if our existing contracts are modified or terminated; or if we fail to maintain or improve our quality Star ratings, our current Medicare business and our ability to expand our Medicare operations could be materially ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1071739_2020.htm (CIK: 1071739, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01694", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. Quantitative and Qualitative Disclosures about Market Risk\nWe are exposed to market risk in the ordinary course of our business. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily a result of fluctuations in foreign currency exchange rates and interest rates. We do not hold or issue financial instruments for trading purposes.\nForeign Currency Risk\nThe majority of our sales and contracts are denominated in U.S. dollars, and therefore our net revenue is not currently subject to significant foreign currency risk. As part of our international operations, we charge customers in British Pounds, European Union (\u201cEU\u201d) Euro, Canadian Dollars and Australian Dollars, among others. Fluctuations in foreign currency exchange rates and volatility in the market, including those resulting from the COVID-19 pandemic, will cause variability in our revenue. However, this impact has not been significant during 2020. Our operating expenses are generally denominated in the currencies of the countries in which our operations are located, which are primarily in the U.S., and to a lesser extent in Canada, Europe, and Asia-Pacific. The functional currency of our foreign subsidiaries is generally the local currency. Our consolidated results of operations and cash flows are, therefore, subject to fluctuations due to changes in foreign currency exchange rates and may be adversely affected in the future due to changes in foreign currency exchange rates. To date, we have not entered into any hedging arrangements with respect to foreign currency risk. During fiscal 2020, a hypothetical 10% change in foreign currency exchange rates applicable to our business would not have had a material impact on our consolidated financial statements. As our international operations continue to expand, risks associated with fluctuating foreign currency rates may increase. We will continue to reassess our approach to managing these risks.\nInterest Rate Risk\nAs of December 31, 2020, we had cash and cash equivalents of $639.9 million. We invest our cash and cash equivalents in short-term money market funds. We have experienced a decline in the interest rates associated with money market funds over the last several quarters. Declines in interest rates would reduce future interest income. During fiscal year 2020, a hypothetical 10% increase or decrease in overall interest rates would not have had a material impact on our interest income. The carrying amount of our cash equivalents reasonably approximates fair values. Due to the short-term nature of our money-market funds, we believe that exposure to changes in interest rates will not have a material impact on the fair value of our cash equivalents. Interest income may further reduce in the future due to interest rate volatility in the current macroeconomic environment.\nAs of December 31, 2020, we had $71.2 million, $825.0 million, $510.3 million outstanding from the 2023 Notes, 2025 Notes, and 2026 Notes (collectively the \"Notes\"), respectively. We carry the Notes at face value less unamortized discount on our balance sheet, and we present the fair value for required disclosure purposes only. The Notes have a zero percent fixed annual interest rate and, therefore, we have no economic exposure to changes in interest rates. The fair value of the Notes is exposed to interest rate risk. Generally, the fair value of our fixed interest rate Notes will increase as interest rates decline and decrease as interest rates increase. In addition, the fair values of the Notes are affected by our stock price. The fair value of the Notes will generally increase as our common stock price increases and will generally decrease as our common stock price decrease in value.\nMarket Risk\nAs of December 31, 2020, we had long term investments in convertible and redeemable preferred stock of $213.2 million. These equity inve", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1384905_2020.htm (CIK: 1384905, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01695", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data\nThe following table summarizes selected historical financial data and should be read in conjunction with \u201cItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1819394_2020.htm (CIK: 1819394, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01696", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.\nExecutive Overview\nTotal company sales increased 5.3% to $8,845.6 million in 2019. Excluding the unfavorable impacts from foreign exchange and copper and the favorable impact from acquisitions, we delivered organic sales growth of 5.6%, as summarized in the table below. The current year had 257 billing days compared to 253 billing days in the prior year period. However, due to the timing of holidays, it is estimated that there were 2 1/2 more effective selling days in 2019 compared to 2018. Excluding the favorable impact from these extra selling days, adjusted daily sales increased 4.6%. Additional highlights of the year included:\n\u2022$227.9 million of cash flow from operations; and\n\u2022Earnings per diluted share of $7.67.\nOrganic sales growth from 2018 to 2019 excludes the impact of the following items and is summarized by segment and geography below:\n\u2022$64.3 million unfavorable impact from the fluctuation in foreign exchange;\n\u2022$15.1 million unfavorable impact from the lower average price of copper; and\n\u2022$48.4 million favorable impact from acquisitions.\nAdjusted daily sales growth further excludes the favorable impact from 2 1/2 more effective selling days in 2019.\nANIXTER INTERNATIONAL INC.\nAs we enter 2020, we remain focused on delivering strong organic growth, continued gross margin improvement and strong expense discipline. We are also beginning to benefit from our movement to a U.S.-center-led business model where we drive strategies to achieve global network synergies. We continue to see generally positive sales trends in the business, based on our solid backlog and pipeline, and discussions with our customers and suppliers. Overall we expect full year 2020 organic sales growth in the 1 - 5% range.\nAcquisition of Businesses\nDuring the second quarter of 2018, we completed the acquisition of security businesses in Australia and New Zealand. These acquisitions have been accretive to earnings in the first full year of operation, exclusive of transaction and integration costs.\nConsolidated Results of Operations\nANIXTER INTERNATIONAL INC.\nItems Impacting Comparability of Results\nIn addition to the results provided in accordance with U.S. Generally Accepted Accounting Principles (\"U.S. GAAP\") above, this report includes certain non-GAAP financial measures as defined by the Securities and Exchange Commission. Specifically, net sales comparisons to the prior corresponding period, both worldwide and in relevant segments, are discussed in this report both on a U.S. GAAP and non-GAAP basis. We believe that by providing non-GAAP organic growth, which adjusts for the impact of acquisitions (when applicable), foreign exchange fluctuations, copper prices and the number of billing days, both management and investors are provided with meaningful supplemental sales information to understand and analyze our underlying trends and other aspects of our financial performance. We calculate the year-over-year organic sales growth impact related to acquisitions by including their comparable period results prior to the acquisitions with our results, as we believe this represents the most accurate representation of organic growth, considering the nature of the companies we acquired and the synergistic revenues that have been or will be achieved. Historically, and from time to time, we may also exclude other items from reported financial results (e.g., impairment charges, inventory adjustments, restructuring charges, tax items, currency devaluations, pension settlements, etc.) in presenting adjusted operating expense, adjusted operating income, adjusted income taxes and adjusted net income so that both management and financial statement users can use these non-GAAP financial measures to better understand and evaluate our performance period over period and to analyze the underlying trends of our business. We have also excluded amortization of intangible assets ass", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01697", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nTo the Stockholders and Board of Directors\nCavitation Technologies, Inc.\nChatsworth, CA\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheets of Cavitation Technologies, Inc. and subsidiaries (the \u201cCompany\u201d) as of June 30, 2020 and 2019, the related consolidated statements of operations, changes in stockholders\u2019 deficit, and cash flows for the years then ended, and the related notes (collectively referred to as the \u201cconsolidated financial statements\u201d). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2020 and 2019, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.\nGoing Concern\nThe accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has a working capital deficiency and stockholders\u2019 deficit at June 30, 2020. These conditions raise substantial doubt about the Company\u2019s ability to continue as a going concern. Management\u2019s plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.\nBasis for Opinion\nThese consolidated financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Accounting Oversight Board (United States) (\u201cPCAOB\u201d) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company\u2019s internal control over financial reporting. Accordingly, we express no such opinion.\nOur audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.\nWe have served as the Company\u2019s auditor since 2013.\n/s/ Weinberg & Company, P.A.\nWeinberg & Company, P.A.\nLos Angeles, California\nOctober 13, 2020\nCAVITATION TECHNOLOGIES, INC.\nCONSOLIDATED BALANCE SHEETS\nSee accompanying notes to the consolidated financial statements\nCAVITATION TECHNOLOGIES, INC.\nCONSOLIDATED STATEMENTS OF OPERATIONS\nSee accompanying notes to the consolidated financial statements\nCAVITATION TECHNOLOGIES, INC.\nCONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS\u2019 DEFICIT\nYEARS ENDED JUNE 30, 2020 AND 2019\nSee accompanying notes to the consolidated financial statements\nCAVITATION", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1376793_2020.htm (CIK: 1376793, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01698", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nWe are exposed to market risk associated with interest rates, foreign currency and commodity fluctuations. We occasionally utilize derivative instruments as part of our overall financial risk management policy, but do not use derivative instruments for speculative or trading purposes. In 2019 and 2020, the Company entered into U.S. Dollar to Euro cross currency swap contracts to hedge the Company\u2019s net investment in its European operations. The contracts have been designated as net investment hedges and have various maturity dates. See Note 15 to the Consolidated Financial Statements in Item 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 89800_2020.htm (CIK: 89800, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01699", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\nAs a \u201csmaller reporting company,\u201d we are not required to provide the information called for by this Item.\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1823143_2020.htm (CIK: 1823143, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01700", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data\nASU 2016-09, Compensation - Stock Compensation, was adopted effective January 1, 2017. As a result, cash flows related to excess tax benefits were reclassed from \"Cash flows from operating activities\" to \"Cash flows from financing activities.\" All periods presented in the following table have been recast to present the impact of ASU 2016-09.\nASU 2014-09, Revenue from Contracts with Customers, was adopted effective January 1, 2018. As a result, there was a change to the treatment of hardware revenue in the Infrastructure Solutions category from recording hardware revenue as a principal (gross) to recording revenue as an agent (net), and as such recorded hardware sales net of the related cost of products. Additionally, contract assets related to fulfillment costs and costs of acquisition were recorded to \"Other noncurrent assets.\" The periods ending in 2017 and 2016 have been recast to present the impact of ASU 2014-09, respectively. See Note 3 of Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K for further information regarding our adoption of Accounting Standards Codification (\"ASC\") 606.\nASU 2017-07, Improving the Presentation of Net Period Pension Cost and Net Periodic Postretirement Benefit Cost, was adopted effective January 1, 2018. As a result, expenses related to other components of net benefit cost were reclassed from \"Cost of Services,\" \"Selling, general and administrative\" and \"Other operating costs and losses\" to a new line below Operating income, \"Other components of pension and postretirement benefit plans expense.\" All periods presented in the following table have been recast to present the impact of ASU 2017-07.\nASU 2016-02, Leases, was adopted effective January 1, 2019. As a result, the Company recognized \u201coperating lease right-of-use assets\u201d and \u201coperating lease liabilities\u201d in the Consolidated Balance Sheets for 2019. ASU 2016-02 was adopted using the modified retrospective transition method, which did not require the Company to adjust comparative periods. Financial data for the periods ending in 2018, 2017 and 2016 have not been adjusted to reflect the adoption of ASU 2016-02. See Note 9 of Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K for further information regarding our adoption of ASC 842.\nForm 10-K Part II\nCincinnati Bell Inc.\nThe selected financial data should be read in conjunction with the consolidated financial statements and \"Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\" included in this document.\n(a)\nOther operating costs and losses consist of restructuring and severance related charges (reversals), loss (gain) on disposal of assets - net and transaction and integration costs.\n(b)\nTotal Long-term obligations are comprised of long-term debt, less current portion, operating lease liabilities, pension and postretirement benefit obligations, pole license agreement obligation, deferred income tax liabilities and other noncurrent liabilities. See notes 1, 8, 9, 10, and 12 to the consolidated financial statements for discussions related to 2020 and 2019.\n(c)\nOperating data includes Hawaiian Telcom results beginning with the date of the acquisition in July 2018.\n(d)\nOperating data includes OnX results beginning with the date of the acquisition in October 2017.\nForm 10-K Part II\nCincinnati Bell Inc.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax benefit. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01701", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6.\nSELECTED FINANCIAL DATA\nWe are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and are not required to provide the information specified under this item.\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 886744_2020.htm (CIK: 886744, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01702", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.\nThe following Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations (\u201cMD&A\u201d) covers information pertaining to the Company for the year ended December 31, 2020 and should be read in conjunction with the audited financial statements and related notes of the Company as of and for the year ended December 31, 2020. Except as otherwise noted, the financial information contained in this MD&A and in the financial statements has been prepared in accordance with accounting principles generally accepted in the United States of America. All amounts are expressed in U.S. dollars unless otherwise noted. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors.\nOVERVIEW\nAs a result of the notice of termination of the License Agreement on January 10, 2019, the Company no longer has business operations. The Company believes that it will continue to experience losses and increased negative working capital and negative cash flows in the near future and will not be able to return to positive cash flow without either obtaining additional financing in the near term or completing a business transaction. The Company has experienced difficulties accessing the equity and debt markets and raising capital and there can be no assurance that the Company will be able to raise such additional capital on favorable terms, or at all, or be able to complete a business transaction. If additional funds are raised through the issuance of equity securities or completing a business transaction, the Company\u2019s existing stockholders will experience significant dilution. In order to conserve the Company\u2019s cash and manage its liquidity, the Company has implemented cost-cutting initiatives including the reduction of employee headcount and overhead costs.\nThe Company\u2019s Board of Directors is exploring strategic alternatives, which may include future acquisitions, a merger with another company or the sale of the public shell company.\nTAXES\nWe have not recorded any income tax benefit for any period from inception to December 31, 2018. We did record an income tax benefit of $53 for the year ended December 31, 2019 and an income tax benefit of $53 for the year ended December 31, 2020.\nCRITICAL ACCOUNTING POLICIES\nThere are no critical accounting policies for the years ended December 31, 2020 and 2019.\nRESULTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2020 COMPARED TO THE PERIOD ENDED DECEMBER 31, 2019 (dollars in thousands)\nREVENUES. The Company did not have revenue-producing operations for the fiscal year ended December 31, 2020, or the fiscal year ended December 31, 2019.\nCOST OF REVENUES. The Company had no cost of revenues for the fiscal year ended December 31, 2020, or the fiscal year ended December 31, 2019, due to the fact that the Company has no business operations.\nPROFIT FROM SALE OF OPERATIONS, NET. We did not incur a profit from the sale of operations in the fiscal year ended December 31, 2020, or the fiscal year ended December 31, 2019.\nRESEARCH AND DEVELOPMENT EXPENSES. We did not incur any research and development expenses for the fiscal year ended December 31, 2020, or for the fiscal year ended December 31, 2019, due to the termination of the License Agreement resulting in the Company no longer having business operations.\nSELLING AND MARKETING EXPENSES. Selling and marketing expenses were $0 for the fiscal year ended December 31, 2020, and $0 for the fiscal year ended December 31, 2019, due to the Company being in its developmental stage and having no substantive operations.\nGENERAL AND ADMINISTRATIVE EXPENSES. Our general and administrative expenses consisted primarily of compensation costs for administrative, finance and general management personnel, insurance, legal, acc", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax benefit. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01703", "source": "edgar", "source_license": "public_domain", "text": "Item 1A.\nRisk Factors\nRisks Relating to Our Business and Industry\nThe effects of health crises, including the recent COVID-19 pandemic, have had an adverse impact on our business, operations and the markets and communities in which we, our partners and customers operate.\nAs a result of the COVID-19 outbreak, or similar pandemics, and government responses to such pandemics, we have and may in the future experience disruptions that could adversely impact our business, including:\n\u2022\nWe rely on third-party dealers, distributors and sales agents as our primary customers and distribution channels. These dealers, distributors and sales agents are often small businesses or sole proprietorships. Any restriction of, or disruption in, their ability to operate would adversely impact our business.\n\u2022\nApproximately 35% of our sales revenue depends on cross-border export of seed products from our primary production areas in the United States and Australia. Any disruption in cross-border shipments resulting, for example, from reduced capacity of the global shipping network or quarantine measures would adversely impact our business.\n\u2022\nApproximately 65% of our sales revenue is from dealers and distributors in the United States and Australia. Any disruption in shipments resulting, for example, from reduced capacity of the trucking and logistics network or quarantine measures would adversely impact our business.\n\u2022\nOur product revenue is predicated on our ability to timely fulfill customer orders, which depends in large part upon the consistent availability and operation of shipping and distribution networks operated by third parties. Farmers typically have a limited window during which they can plant seed, and their buying decisions can be shaped by actual or perceived disruptions in our distribution and supply channels. Any actual or perceived disruption in the distribution channel could alter customer buying decisions, prompting customers to delay or decrease their orders, which would negatively impact our sales revenue and could harm our reputation.\n\u2022\nA significant portion of our sales are made in markets in which sales are otherwise sensitive to changes in local currency to US Dollar exchange rates. During the COVID-19 pandemic, we have experienced increased foreign exchange rate volatility and currency devaluation in some of our markets outside the United States. Such volatility and disruption have impacted our customers and their ability to make timely payment on previously fulfilled orders. Any such effects on our customers\u2019 ability to pay would negatively impact our business and financial results.\n\u2022\nOur sales cycle is highly seasonal, and the majority of our sales season activities for the United States and Australia are typically concentrated between March and June of each calendar year. Our sales efforts have historically involved significant in-person interaction with potential customers and distributors. In March 2020, at the beginning of what is typically our most active selling period, many national, state and local governments in our target markets implemented various stay-at-home, shelter-in-place and other quarantine measures in response to the COVID-19 pandemic. As a result, we immediately attempted to shift our sales activities to video conferencing and similar customer interaction models but have found these alternative approaches to generally be less effective than in-person sales efforts, and this could result in decreased sales revenue and a negative impact on our business and financial results.\n\u2022\nWe clean, process and package our seed products in multiple facilities in the United States and Australia. Any outbreak of COVID-19 at one of our facilities could require us to close the facility until the outbreak is resolved. Any such closure could have a negative impact on our ability to meet customer orders.\n\u2022\nWe offer our customers payment terms generally less than one year from invoicing in alignment with the growing season. A", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1477246_2020.htm (CIK: 1477246, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01704", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data.\nReport of Independent Registered Public Accounting Firm\nTo the Shareholders and Board of Directors BrightSphere Investment Group Inc.:\nOpinion on the Consolidated Financial Statements\nWe have audited the accompanying consolidated balance sheets of BrightSphere Investment Group Inc. and subsidiaries (the Company) as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive income, changes in shareholders\u2019 equity, and cash flows for each of the years in the three-year period ended December 31, 2020, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2020, in conformity with U.S. generally accepted accounting principles.\nWe also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company\u2019s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated March 1, 2021 expressed an unqualified opinion on the effectiveness of the Company\u2019s internal control over financial reporting.\nBasis for Opinion\nThese consolidated financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.\nCritical Audit Matter\nThe critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.\nAssessment of the fair value measurement of the cash-settled affiliate awards liability\nAs discussed in Notes 2, 13 and 20 to the consolidated financial statements, the Company records liabilities for equity awards made to certain affiliate key employees. The liability for these awards is revalued each report", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1748824_2020.htm (CIK: 1748824, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01705", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nOverview\nKayne Anderson BDC, LLC was formed in May 2018 as a Delaware limited liability company. We were formed to make investments in middle-market companies and commenced operations on February 5, 2021. On this same date, prior to our election to be regulated as a BDC under the 1940 Act, we completed a conversion from a Delaware limited liability company into a Delaware corporation and Kayne Anderson BDC, Inc. succeeded to the business of Kayne Anderson BDC, LLC. We are an externally managed, closed-end, non-diversified management investment company that elected to be regulated as a BDC under the 1940 Act. In addition, for U.S. federal income tax purposes, we intend to elect to be treated as a RIC under Subchapter M of the Code.\nOur investment objective is to generate current income and, to a lesser extent, capital appreciation primarily through debt investments in middle-market companies. We define \u201cmiddle-market companies\u201d as U.S.-based companies that, in general, generate between $10 million and $150 million of annual earnings before interest, taxes, depreciation and amortization, or EBITDA. We refer to companies that generate between $10 million and $50 million of annual EBITDA as \u201ccore middle-market companies\u201d and companies that generate between $50 million and $150 million of annual EBITDA as \u201cupper middle-market companies.\u201d\nWe intend to achieve our investment objective by investing primarily in first lien senior secured, unitranche and split-lien loans to privately held middle-market companies. Depending on market conditions, we expect that between 80% and 90% of our portfolio (including investments purchased with proceeds from borrowings) will be invested in first lien senior secured, unitranche and split-lien term loans. We expect that most of these investments will be in core middle market companies, with the remainder in upper middle market companies. The remaining 10% to 20% of our portfolio will be invested in higher-yielding investments, including, but not limited to, second lien loans, last-out or subordinated loans, non-investment grade broadly syndicated first and second lien loans (commonly referred to as \u201cleveraged loans\u201d), high-yield bonds, structured products (including CLO liabilities), real estate related debt securities, equity securities purchased in conjunction with debt investments and other opportunistic investments (collectively \u201cOpportunistic Middle Market Investments\u201d).\nOur Advisor is an affiliate of Kayne Anderson. We intend to implement our investment objective by (1) accessing the established loan sourcing channels developed by Kayne Anderson, which includes an extensive network of private equity firms, other middle-market lenders, financial advisors and intermediaries, and experienced management teams, (2) selecting investments within our middle-market company focus, (3) implementing Kayne Anderson\u2019s middle market private credit team\u2019s disciplined underwriting process, which includes reviewing environmental, social and governance (\u201cESG\u201d) considerations, and (4) drawing upon the experience and resources of our Advisor\u2019s investment team and the broader Kayne Anderson network.\nWe expect to conduct private offerings of our Shares to investors in reliance on exemptions from the registration requirements of the Securities Act. At the closing of any private offering, each investor will make a Capital Commitment to purchase Shares pursuant to a Subscription Agreement entered into with us. Investors will be required to fund drawdowns to purchase Shares up to the amount of their respective Capital Commitments each time we deliver a notice to the investors. Following the Initial Closing and prior to any Liquidity Event, our Advisor may, in its sole discretion permit one or more additional closings of the private offering. See \u201cPart 1 - Item 1. Business-The Private Offering.\u201d\nAs of December 31, 2020, we had no", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01706", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures about Market Risk\nFollowing the consummation of our Initial Public Offering, the net proceeds of the Initial Public Offering, including amounts in the Trust Account, may be invested in U.S. government treasury bills, with a maturity of 185 days or less or in certain money market funds that invest only in direct U.S. government treasury obligations. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1821318_2020.htm (CIK: 1821318, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01707", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk.\nInterest Rate Risk\nWe have market risk exposure arising from changes in interest rates on our credit facility, which bears interest at rates that are benchmarked against LIBOR. Based on our overall interest rate exposure to variable rate debt outstanding as of December 31, 2020, a 1.0% increase in interest rates above the 1.0% LIBOR floor on the term loan would increase annual income (loss) before income taxes by approximately $1.7 million. Due to the 1.0% LIBOR floor under the terms of the term loan, and the LIBOR rate of 0.2% in effect on the revolver at December 31, 2020, any decrease in LIBOR rates would have had a de minimis benefit to annual income (loss) before income taxes.\nImpact of Inflation\nOur results of operations and financial condition are presented based on historical cost. While it is difficult to accurately measure the impact of inflation due to the imprecise nature of the estimates required, we believe the effects of inflation, if any, on our results of operations and financial condition have been immaterial. We cannot assure you, however, that our results of operations and financial condition will not be materially impacted by inflation in the future.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1643615_2020.htm (CIK: 1643615, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01708", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors.\nYou should carefully consider each of the following risk factors and all of the other information set forth in this Annual Report. Based on the information currently known to us, we believe that the following information identifies the material risk factors affecting our Company and our common stock. The events and consequences discussed in these risk factors could, in circumstances we may not be able to accurately predict, recognize, or control, have a material adverse effect on our business, growth, reputation, prospects, financial condition, operating results, cash flows, liquidity, and stock price. Please be advised that past financial performance may not be a reliable indicator of future performance and historical trends should not be used to anticipate results or trends in the future.\nRisks Related to Macroeconomic Conditions\nThe residential real estate market is cyclical and we are negatively impacted by downturns and constraints in this market.\nThe residential real estate market tends to be cyclical and typically is affected by changes in general economic and residential real estate conditions which are beyond our control. For example, the U.S. residential real estate industry was in a significant and lengthy downturn from the second half of 2005 through 2011. In 2020, in connection with the COVID-19 pandemic, U.S. residential real estate industry experienced significant volatility. As reported by NAR, the industry saw a 16% decline in closed homesale transaction volume in the second quarter of 2020 followed by a 29% increase in closed transaction volume in the second half of 2020, in each instance compared to the comparable 2019 period. We cannot predict the duration or continued strength of the housing recovery seen in the second half of 2020. If the residential real estate market were to materially slow or deteriorate, if the economy as a whole does not improve or continues to weaken, or if the broader real estate industry (including REITs, commercial and rental markets) were to experience a significant downtown, our business, financial condition and liquidity may be materially adversely affected, including our ability to access capital and grow our business.\nAny of the following factors related to the real estate industry could negatively impact the housing market and have a material adverse effect on our business by causing a lack of improvement or a decline in the number of homesales and/or stagnant or declining home prices, which in turn, could adversely affect our revenues and profitability:\n\u2022insufficient or excessive home inventory levels by market or price point;\n\u2022decreasing consumer confidence in the economy and/or the residential real estate market;\n\u2022an increase in potential homebuyers with low credit ratings or inability to afford down payments;\n\u2022stringent mortgage standards, reduced availability of mortgage financing or increasing down payment requirements or other mortgage challenges, including due to disrupted earnings;\n\u2022an increase in foreclosure activity;\n\u2022increases in mortgage rates;\n\u2022a reduction in the affordability of homes, including in connection with rising home prices;\n\u2022legislative or regulatory changes (including changes in regulatory interpretations or enforcement practices) that would adversely impact the residential real estate market, including changes relating to RESPA;\n\u2022federal, state and/or local income tax changes and other tax reform affecting real estate and/or real estate transactions, including the impact of the 2017 Tax Act;\n\u2022decelerated or lack of building of new housing for homesales, increased building of new rental properties, or irregular timing of new development closings leading to lower unit sales at Realogy Brokerage Group;\n\u2022homeowners retaining their homes for longer periods of time, including as a result of inventory shortages in new and existing housing;\n\u2022a decline in home ownership levels in the U.S., including as a result of changing attitudes ", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax reform. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01709", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\n(All figures in this item are in thousands except share, per share and other data.)\nThe following discussion should be read in conjunction with our consolidated financial statements and related notes and other financial information appearing elsewhere in this Annual Report. In addition to historical information, the following discussion and other parts of this Annual Report contain forward-looking information that involves risks and uncertainties. Our actual results may differ significantly from any results expressed or implied by these forward-looking statements due to the factors discussed in Part I, \u201cItem 1A. Risk Factors\u201d and \u201cForward-Looking Statements\u201d appearing elsewhere herein.\nOverview\nThe terms \u201cProspect,\u201d \u201cthe Company,\u201d \u201cwe,\u201d \u201cus\u201d and \u201cour\u201d mean Prospect Capital Corporation and its subsidiaries unless the context specifically requires otherwise.\nProspect is a financial services company that primarily lends to and invests in middle-market privately-held companies. We are a closed-end investment company incorporated in Maryland. We have elected to be regulated as a business development company (\u201cBDC\u201d) under the Investment Company Act of 1940 (the \u201c1940 Act\u201d). As a BDC, we have elected to be treated as a regulated investment company (\u201cRIC\u201d), under Subchapter M of the Internal Revenue Code of 1986 (the \u201cCode\u201d). We were organized on April 13, 2004 and were funded in an initial public offering completed on July 27, 2004.\nOn May 15, 2007, we formed a wholly-owned subsidiary Prospect Capital Funding LLC (\u201cPCF\u201d), a Delaware limited liability company and a bankruptcy remote special purpose entity, which holds certain of our portfolio loan investments that are used as collateral for the revolving credit facility at PCF. Our wholly-owned subsidiary Prospect Small Business Lending, LLC (\u201cPSBL\u201d) was formed on January 27, 2014 and purchases small business whole loans on a recurring basis from online small business loan originators, including On Deck Capital, Inc. (\u201cOnDeck\u201d). On September 30, 2014, we formed a wholly-owned subsidiary Prospect Yield Corporation, LLC (\u201cPYC\u201d) and effective October 23, 2014, PYC holds a portion of our investments in Rated Secured Structured Notes (\u201cRSSN\u201d) and Subordinated Structured Notes (\u201cSSN\u201d) (collectively referred to as \u201ccollateralized loan obligations\u201d or \u201cCLOs\u201d). Each of these subsidiaries have been consolidated since operations commenced.\nWe consolidate certain of our wholly-owned and substantially wholly-owned holding companies formed by us in order to facilitate our investment strategy. The following companies are included in our consolidated financial statements and are collectively referred to as the \u201cConsolidated Holding Companies\u201d: CP Holdings of Delaware LLC (\u201cCP Holdings\u201d); Credit Central Holdings of Delaware, LLC (\u201cCredit Central Delaware\u201d); Energy Solutions Holdings Inc.; First Tower Holdings of Delaware LLC (\u201cFirst Tower Delaware\u201d); MITY Holdings of Delaware Inc. (\u201cMITY Delaware\u201d); Nationwide Acceptance Holdings LLC; NMMB Holdings, Inc. (\u201cNMMB Holdings\u201d); NPH Property Holdings, LLC (\u201cNPH\u201d); Prospect Opportunity Holdings I, Inc. (\u201cPOHI\u201d); SB Forging Company, Inc. (\u201cSB Forging\u201d); STI Holding, Inc.; UTP Holdings Group Inc. (\u201cUTP Holdings\u201d); Valley Electric Holdings I, Inc.(\u201cValley Holdings I\u201d); and Valley Electric Holdings II, Inc. (\u201cValley Holdings II\u201d).\nWe are externally managed by our investment adviser, Prospect Capital Management L.P. (\u201cProspect Capital Management\u201d or the \u201cInvestment Adviser\u201d). Prospect Administration LLC (\u201cProspect Administration\u201d), a wholly-owned subsidiary of the Investment Adviser, provides administrative services and facilities necessary for us to operate.\nOur investment objective is to generate both current income and long-term capital appreciation through debt and equity investments. We invest primarily in senior and subordinated debt and equity of private companies", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: irs, internal revenue. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01710", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data\nThe selected consolidated financial data should be read in conjunction with the respective consolidated financial statements and related consolidated notes thereto and Item 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1781870_2020.htm (CIK: 1781870, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01711", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\nWe are a \u201csmaller reporting company\u201d as defined by Regulation S-K and as such, are not required to provide the information contained in this item pursuant to Regulation S-K.\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1788841_2020.htm (CIK: 1788841, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01712", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\nThe following discussion and analysis includes forward-looking statements about the Company\u2019s business and consolidated results of operations for the fiscal years ended December 31, 2020 and 2019, including discussions about management\u2019s expectations for the Company\u2019s business. These statements represent projections, beliefs and expectations based on current circumstances and conditions and in light of recent events and trends, and these statements should not be construed either as assurances of performance or as promises of a given course of action. Instead, various known and unknown factors are likely to cause the Company\u2019s actual performance and management\u2019s actions to vary, and the results of these variances may be both material and adverse. A description of material factors known to the Company that may cause its results to vary, or may cause management to deviate from its current plans and expectations, is set forth under \u201cRisk Factors\u201d in this report. See also\n\u201cForward-Looking Statements.\u201d The following discussion should also be read in conjunction with the Company\u2019s consolidated financial statements and the related Notes included in this report.\nExecutive Overview\nThe Company designs, engineers, manufactures, markets and sells a broad range of advanced, emission-certified engines and power systems that run on a wide variety of clean, alternative fuels, including natural gas, propane, and biofuels, as well as gasoline and diesel options, within the energy, industrial and transportation end markets with primary manufacturing, assembly, engineering, R&D, sales and distribution facilities located in suburban Chicago, Illinois and Darien, Wisconsin. The Company provides highly engineered, comprehensive solutions designed to meet specific customer application requirements and technical specifications, including those imposed by environmental regulatory bodies, such as the EPA, the CARB and the MEE.\nThe Company\u2019s products are primarily used by global OEM and end-user customers across a wide range of applications and equipment that includes standby and prime power generation, demand response, microgrid, combined heat and power, arbor care, material handling (including forklifts), agricultural and turf, construction, pumps and irrigation, compressors, utility vehicles, light- and medium-duty vocational trucks, school and transit buses, and utility power. The Company manages the business as a single reporting segment.\nFor 2020, net sales decreased $128.4 million, or 24%, compared to 2019, as a result of sales decreases of $73.5 million, $49.1 million, and $5.9 million in the energy, industrial, and transportation end markets, respectively. Gross margin was 14.0% and 18.3% during 2020 and 2019, respectively. Gross profit decreased during 2020 by $41.4 million compared to 2019, while operating expenses decreased by $2.5 million as compared to 2019. Interest expense decreased by $2.2 million in 2020 versus 2019. The Company recognized a loss of $1.4 million in 2019 as a result of the change in the value of the Weichai Warrant including the impact of the exercise in the second quarter of 2019. See Note 3. Weichai Transactions, included in Item 8. Financial Statements and Supplementary Data, for additional information. There was no impact from a change in the value of warrants for 2020 due to the Weichai Warrant being exercised in April 2019. Also, the Company recorded an income tax benefit of $3.7 million for 2020 versus an expense of $0.4 million for 2019. Collectively, these factors contributed to a $31.2 million increase in the net loss, which totaled $23.0 million in 2020 compared to net income of $8.2 million in 2019. Diluted loss per share was $1.00 in the 2020 period compared to diluted earnings per share of $0.38 in 2019. Adjusted net loss, which excludes certain items described below that the Company believes are not indicative of", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax benefit. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01713", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data.\nINDEX TO CONSOLIDATED FINANCIAL STATEMENTS\nFor the years ended December 31, 2020 and 2019\nReport of Independent Registered Public Accounting Firm\nConsolidated Financial Statements:\nConsolidated Balance Sheets\nConsolidated Statements of Operations and Comprehensive Loss\nConsolidated Statements of Convertible Preferred Stock and Stockholders\u2019 Equity (Deficit)\nConsolidated Statements of Cash Flows\nNotes to Consolidated Financial Statements\nReport of Independent Registered Public Accounting Firm\nTo the Stockholders and the Board of Directors of Allogene Therapeutics, Inc.\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheets of Allogene Therapeutics, Inc. (the Company) as of December 31, 2020 and 2019, the related consolidated statements of operations and comprehensive loss, statements of convertible preferred stock and stockholders\u2019 equity (deficit) and cash flows for each of the three years in the period ended December 31, 2020 and the related notes (collectively referred to as the \u201cconsolidated financial statements\u201d). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with U.S. generally accepted accounting principles.\nWe also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 25, 2021 expressed an unqualified opinion thereon.\nBasis for Opinion\nThese financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company\u2019s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\nCritical Audit Matter\nThe critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.\nAccrued Research", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1737287_2020.htm (CIK: 1737287, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01714", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nThe Consolidated Financial Statements of Progressive, along with the related Notes, Supplemental Information, and Report of the Independent Registered Public Accounting Firm, are incorporated by reference from our Annual Report.\nITEM 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 80661_2020.htm (CIK: 80661, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01715", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors for a further discussion of risks related to CECL.\nFinancial Privacy and Cybersecurity. The federal banking regulators have adopted rules that limit the ability of banks and other financial institutions to disclose non-public information about consumers to non-affiliated third parties. These limitations require disclosure of privacy policies to consumers and, in some circumstances, allow consumers to prevent disclosure of certain personal information to a non-affiliated third party. These regulations affect how consumer information is transmitted through diversified financial companies and conveyed to outside vendors. In addition, consumers may also prevent disclosure of certain information among affiliated companies that is assembled or used to determine eligibility for a product or service, such as that shown on consumer credit reports and asset and income information from applications. Consumers also have the option to direct banks and other financial institutions not to share information about transactions and experiences with affiliated companies for the purpose of marketing products or services.\nIn the ordinary course of business, we rely on electronic communications and information systems to conduct our operations and to store sensitive data. We employ an in-depth, layered, defensive approach that leverages people, processes and technology to manage and maintain cybersecurity controls. We employ a variety of preventative and detective tools to monitor, block, and provide alerts regarding suspicious activity, as well as to report on any suspected advanced persistent threats. Notwithstanding the strength of our defensive measures, the threat from cyber-attacks is severe, attacks are sophisticated and increasing in volume, and attackers respond rapidly to changes in defensive measures. While to date we have not detected a significant compromise, significant data loss or any material financial losses related to cybersecurity attacks, our systems and those of our customers and third-party service providers are under constant threat and it is possible that we could experience a significant event in the future. Risks and exposures related to cybersecurity attacks are expected to remain high for the foreseeable future due to the rapidly evolving nature and sophistication of these threats, as well as due to the expanding use of Internet banking, mobile banking and other technology-based products and services by us and our customers. See Item 1A. Risk Factors for a further discussion of risks related to cybersecurity.\nThe Bank Secrecy Act. The Bank Secrecy Act (the \"BSA\") requires all financial institutions, including banks and securities broker-dealers, to, among other things, establish a risk-based system of internal controls reasonably designed to prevent money laundering and the financing of terrorism. It includes a variety of recordkeeping and reporting requirements (such as cash and suspicious activity reporting) as well as due diligence/know-your-customer documentation requirements. The Bank has established an anti-money laundering program to comply with the BSA requirements.\nThe Sarbanes-Oxley Act. The Sarbanes-Oxley Act of 2002 (\"SOX\") implements a broad range of corporate governance and accounting measures for public companies (including publicly-held bank holding companies such as the Company) designed to promote honesty and transparency in corporate America and better protect investors from the types of corporate wrongdoings that occurred at Enron and WorldCom, among other companies. SOX's principal provisions, many of which have been implemented through regulations released and policies and rules adopted by the securities exchanges in 2003 and 2004, provide for and include, among other things:\n\u25cfThe creation of an independent accounting oversight board;\n\u25cfAuditor independence provisions which restrict non-audit services that accountants may provide to clients;\n\u25cfAdditional corporate governance and", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1093672_2020.htm (CIK: 1093672, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01716", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures about Market Risk\nIn the ordinary course of business, our financial results are exposed to fluctuations in interest rates and foreign currency exchange rates. In accordance with applicable guidance, we presented a sensitivity analysis showing the potential impact to net income of changes in interest rates and foreign currency exchange rates. For the year ended December 31, 2020 and December 31, 2019, our analysis utilized a hypothetical 100 basis-point increase or decrease to the average interest rate on our variable rate debt instruments to illustrate the potential impact to interest expense of changes in interest rates. For the year ended December 31, 2020 and December 31, 2019, our analysis utilized a hypothetical 100 basis-point increase or decrease to market interest rates on our fixed rate debt instruments to illustrate the potential impact to fair value of changes in interest rates.\nSimilarly, for the same period, our analysis used a uniform and hypothetical 10% strengthening of the U.S. dollar versus the average exchange rates of applicable currencies to depict the potential impact to net income of changes in foreign exchange rates. These market risk instruments and the potential impacts to the consolidated statements of operations as presented below.\nMarket risk on variable-rate financial instruments. At December 31, 2020 and December 31, 2019, we maintained a Senior Secured Credit Facility comprised of a $225.0 million revolving credit facility and $2,000.0 million of Term Loans due 2026. The Senior Secured Credit Facility provides for borrowings at a rate per annum equal to, at our option, either (i) an applicable margin plus a base rate determined by reference to the highest of (a) 0.50% per annum plus the Federal Funds Effective Rate, or (b) the prime rate of Citi or (ii) LIBOR +3.0%. The rate in effect at December 31, 2020 and December 31, 2019 for the outstanding Term Loans due 2026 was 3.23% 5.23% per annum, respectively. Increases in market interest rates would cause interest expense to increase and earnings before income taxes to decrease. The change in interest expense and earnings before income taxes would be dependent upon the weighted average outstanding borrowings during the reporting period following an increase in market interest rates. At December 31, 2020, we had aggregate principal balance of $212.2 million under our revolving credit facility, $120.8 million under the Odeon Revolver Credit Facility, and had an aggregate principal balance of $1,965.0 million outstanding under the Term Loans due 2026. A 100-basis point change in market interest rates would have increased or decreased interest expense on the Senior Secured Credit Facility and the Odeon Revolver Credit Facility by $23.0 million during the year ended December 31, 2020. At December 31, 2019, we had no variable-rate borrowings outstanding under our revolving credit facility and had an aggregate principal balance of $1,985.0 million outstanding under the Term Loans due 2026. A 100-basis point change in market interest rates would have increased or decreased interest expense on the Senior Secured Credit Facility by $19.8 million during the year ended December 31, 2019.\nMarket risk on fixed-rate financial instruments. Included in long-term corporate borrowings at December 31, 2020 were principal amounts of $500.0 million of our First Lien Notes due 2025, $1,423.6 million of our\nSecond Lien Notes due 2026, $600.0 million of our Convertible Notes due 2026, $300.0 million of our First Lien Notes due 2026, $98.3 million of our Notes due 2025, $55.6 million of our Notes due 2026, $130.7 million of our Notes due 2027, and \u00a34.0 million ($5.4 million) of our Sterling Notes due 2024. A 100-basis point change in market interest rates would have caused an increase or (decrease) in the fair value of our fixed rate financial instruments of approximately $39.7 million and $(37.9) million, respectively durin", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01717", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nReport of Independent Registered Public Accounting Firm\nTo the General Partner and Unitholders of AllianceBernstein L.P.\nOpinions on the Financial Statements and Internal Control over Financial Reporting\nWe have audited the accompanying consolidated statements of financial condition of AllianceBernstein L.P. and its subsidiaries (the \u201cCompany\u201d) as of December 31, 2020 and 2019, and the related consolidated statements of income, of comprehensive income, of changes in partners\u2019 capital and of cash flows for each of the three years in the period ended December 31, 2020, including the related notes and financial statement schedule listed in the index appearing under Item 15(a) (collectively referred to as the \u201cconsolidated financial statements\u201d). We also have audited the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).\nIn our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.\nBasis for Opinions\nThe Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management\u2019s Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company\u2019s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.\nOur audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe t", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1109448_2020.htm (CIK: 1109448, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01718", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nSUMMARY COMPENSATION TABLE\nThe following table sets forth information regarding each element of compensation that we paid or awarded to our named executive officers for fiscal years 2020 and 2019:\n____________\n(1)\nOn February 3, 2020, Yamilka Veras was appointed President, Treasurer, Secretary and Director of the Company\n(2) On June 4, 2020, Andrew Birnbaum was appointed President, Treasurer, Secretary and Director of the Company.\nOur officer and director has not received monetary compensation since our inception to the date of this report. We currently do not pay any compensation to any officer or any member of our board of directors.\nSTOCK OPTION GRANTS\nWe had no outstanding equity awards as of the end of the fiscal period ended October 31, 2020, or through the date of filing of this report. The following table sets forth certain information concerning outstanding stock awards held by our officer and our director as of the fiscal year ended October 31, 2020:\n__________\n(1) On February 3, 2020, Yamilka Veras was appointed President, Treasurer, Secretary and Director of the Company.\n(2) On June 4, 2020, Andrew Birnbaum was appointed President, Treasurer, Secretary and Director of the Company.\nEMPLOYMENT AGREEMENTS\nThe Company is not a party to any employment agreement and has no compensation agreement with any officer or director.\nDIRECTOR COMPENSATION\nThe following table sets forth director compensation as of October 31, 2020:\n_____________\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1627554_2020.htm (CIK: 1627554, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01719", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. RISK FACTORS\nIn this section, we describe what we believe to be the material risks related to our business. The risks and uncertainties described below or elsewhere in this report are not the only ones to which we are exposed. Additional risks and uncertainties not presently known and/or risks we currently deem immaterial may also adversely affect our business and operations. If any of the developments included in the following risks were to occur, our business, financial condition, results of operations, cash flows or prospects could be materially adversely affected.\nRisks Related to the COVID-19 Pandemic\nPublic health emergencies or outbreaks of epidemics, pandemics, or contagious diseases have disrupted, and could continue to disrupt, our operations and materially and adversely affect our business, financial condition, and results of operations.\nWidespread public health emergencies or outbreaks of epidemics, pandemics, or contagious diseases, such as the COVID-19 pandemic, have had, and could continue to have, a material adverse effect our business, financial condition, and results of operations. As a result of the COVID-19 pandemic, governmental authorities in jurisdictions where our facilities, customers, and suppliers are located have imposed mandatory closures, stay-at-home orders, and social distancing protocols that significantly limit the movement of people, goods, and services or otherwise restrict normal business operations or consumption patterns.\nThe COVID-19 pandemic has disrupted our operations and will likely continue to affect our business. Specifically, many of our sales and service organizations throughout the Americas, Europe and Asia Pacific have, at one time or another, been subject to temporary closures or otherwise been required to adopt remote work strategies. And, we may continue to experience additional temporary facility closures in response to government mandates and/or the incidence of additional contagion spread.\nAdditionally, the COVID-19 outbreak has disrupted and could in the future disrupt our ability to deliver and/or install machines, our procurement of supplies for our operations, and our customers\u2019 purchasing behavior or decisions. The COVID-19 pandemic has resulted in significantly reduced demand for our products, which could continue for an extended period of time. Any or all of the foregoing in jurisdictions where we or our customers, suppliers, or business partners are located have had and could continue to have a material adverse effect on our business, results of operations, cash flows, and financial condition.\nSignificant increases in economic and demand uncertainty have led to disruption and volatility in the global credit and financial markets, which increases the cost of capital and adversely impacts access to capital for both our company and our customers and suppliers. In addition, resulting changes in our access to or cost of capital, expected cash flows, or other factors could cause our goodwill to be impaired, resulting in a non-cash charge against results of operations to write down goodwill for the amount of the impairment. The duration and scope of the COVID-19 pandemic remains uncertain and, therefore, we cannot reasonably estimate its potential impact on our business, financial condition, or results of operations, but such impact has been, and could continue to be, material.\nRisks Related to Our Industry and International Operations\nThe cyclical nature of our business causes fluctuations in our operating results.\nThe machine tool industry is highly cyclical and changes in demand can occur abruptly in the geographic markets we serve. As a result of this cyclicality, we have experienced significant fluctuations in our sales, which, in periods of reduced demand, have adversely affected our results of operations and financial condition, which could re-occur in the future.\nUncertain global economic conditions may adversely affect overall demand.\nWe typically sell ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 315374_2020.htm (CIK: 315374, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01720", "source": "edgar", "source_license": "public_domain", "text": "Item 7.Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nReferences to the \u201cCompany,\u201d \u201cour,\u201d \u201cus\u201d or \u201cwe\u201d refer to Pontem Corporation. The following discussion and analysis of the Company\u2019s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.\nCautionary Note Regarding Forward-Looking Statements\nThis Annual Report on Form 10-K includes forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as \u201cmay,\u201d \u201cshould,\u201d \u201ccould,\u201d \u201cwould,\u201d \u201cexpect,\u201d \u201cplan,\u201d \u201canticipate,\u201d \u201cbelieve,\u201d \u201cestimate,\u201d \u201ccontinue,\u201d or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other SEC filings.\nOverview\nWe are a blank check company incorporated as a Cayman Islands exempted company on October 15, 2020 for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the \u201cBusiness Combination\u201d). While we may pursue an initial business combination target in any industry, we intend to focus our search on global and regional consumer brands businesses.\nWe intend to effectuate our initial business combination using cash from the proceeds of our initial public offering and the private placement of the private placement warrants, our shares, debt or a combination of cash, equity and debt.\nThe issuance of additional shares in a business combination:\n\u25cfmay significantly dilute the equity interest of our existing investors, which dilution would increase if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares;\n\u25cfmay subordinate the rights of holders of Class A ordinary shares if preference shares are issued with rights senior to those afforded our Class A ordinary shares;\n\u25cfcould cause a change in control if a substantial number of our Class A ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;\n\u25cfmay have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us; and\n\u25cfmay adversely affect prevailing market prices for our Class A ordinary shares and/or warrants.\nSimilarly, if we issue debt or otherwise incur significant debt, it could result in:\n\u25cfdefault and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;\n\u25cfacceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;\n\u25cfour immediate payment of all principal and accrued interest, if any, if the debt is payable on deman", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1830392_2020.htm (CIK: 1830392, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01721", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7: MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.\nINTRODUCTION\nThroughout Management\u2019s Discussion and Analysis (\u201cMD&A\u201d) the term, the \u201cCompany\u201d, refers to the consolidated entity of Pathfinder Bancorp, Inc. Pathfinder Bank (the \u201cBank\u201d) and Pathfinder Statutory Trust II are wholly owned subsidiaries of Pathfinder Bancorp, Inc.; however, Pathfinder Statutory Trust II is not consolidated for reporting purposes (see Note 13 of the consolidated financial statements). Pathfinder Risk Management Company, Inc., and Whispering Oaks Development Corp. are wholly owned subsidiaries of Pathfinder Bank.\nOn October 16, 2014, Pathfinder Bancorp, MHC converted from the mutual to stock form of organization (the \u201cConversion\u201d). In connection with the Conversion, the Company sold 2,636,053 shares of common stock to depositors at $10.00 per share. Shareholders of Pathfinder Bancorp, Inc., a federal corporation (\u201cPathfinder-Federal\u201d), the Company\u2019s predecessor, received 1.6472 shares of the Company\u2019s common stock for each share of Pathfinder-Federal common stock they owned immediately prior to completion of the transaction. Following the completion of the Conversion, Pathfinder-Federal was succeeded by the Company and Pathfinder Bancorp, MHC ceased to exist. The Company had 4,531,383 and 4,709,238 shares outstanding at December 31, 2020 and December 31, 2019, respectively.\nOn June 1, 2016, Pathfinder Bank, a savings bank chartered by the NYSDFS, merged into Pathfinder Commercial Bank, a limited purpose commercial bank also chartered by the NYSDFS. Prior to the merger, Pathfinder Bank owned 100% of Pathfinder Commercial Bank. On that same date, NYSDFS expanded the powers that it had previously granted to Pathfinder Commercial Bank and chartered Pathfinder Commercial Bank as a fully-empowered commercial bank. Simultaneously, the entity that had operated as \u201cPathfinder Commercial Bank\u201d changed its name to \u201cPathfinder Bank.\u201d As a result of this charter conversion and accompanying name change, the entity now known as \u201cPathfinder Bank\u201d is a commercial bank with the full range of powers granted under a commercial banking charter in New York State. The merger, which had no effect on the Company\u2019s results of operations, converted the consolidated Bank from a savings bank to a commercial bank and was completed in order to better align the Bank\u2019s organization certificate with its long-term strategic focus.\nSince the Conversion, we have substantially transformed our business activities from those of a traditional savings bank to those of a commercial bank. This transformation of activities has significantly affected the overall composition of our balance sheet. While not reducing our role as a leading originator of one-to-four family residential real estate loans within our marketplace, which had been our primary focus as a savings bank, we have substantially grown our commercial business and commercial real estate loan portfolios since the Conversion. As a commercial bank, we have been able to offer customized products and services to meet individual commercial customer needs and thereby more definitively differentiate our services from those offered by our competitors. As a result, we have been able to create a substantially more diversified loan portfolio than the one that was in place before the completion of the Conversion. When compared to the Bank\u2019s loan portfolio composition prior to the Conversion, it is our view that our current asset portfolio (1) significantly improves upon the distribution of credit risk across a broader range of borrowers, industries and collateral types, and (2) is more likely to generate consistent net interest margins in a broader range of interest rate environments due to the portfolio\u2019s increased percentage of shorter-term and/or adjustable-rate assets. In a concurrent effort, the Bank has been able to fund the majority of the high level of growth in our loan portfolios primarily w", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1609065_2020.htm (CIK: 1609065, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01722", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nGeneral Information\nThe Board of Directors takes seriously its role in the administration of the Company\u2019s compensation programs and values input from shareholders.\nOur named executive officers are compensated through the following three components:\n\u25cfBase Salary\n\u25cfShort-Term Incentives (cash bonuses)\n\u25cfLong-Term Incentives (equity-based awards)\n\u25cfBenefits\nThese components provide a balanced mix of base compensation and compensation that is contingent upon our executive officer\u2019s individual performance. A goal of the compensation program is to provide executive officers with a reasonable level of security through base salary and benefits. We want to ensure that the compensation programs are appropriately designed to encourage executive officer retention and motivation to create shareholder value. We believe that our shareholders are best served when we can attract and retain talented executives by providing compensation packages that are competitive but fair.\nBase Salaries\nBase salaries generally have been targeted to be competitive when compared to the salary levels of persons holding similar positions in other publicly traded mining companies of comparable size. The executive officer\u2019s respective responsibilities, experience, expertise, and individual performance are considered.\nShort-Term Incentives\nCash bonuses may be awarded at the sole discretion of the Board of Directors based upon a variety of factors that encompass both individual and company performance.\nLong-Term Incentives\nEquity incentive awards help to align the interests of our employees with those of our shareholders. Equity based awards are made under our Equity Incentive Plan. Options are granted with exercise prices equal to the closing price of our common stock on the date of grant and may be subject to a vesting schedule as determined by the Board of Directors who administer the plan.\nWe believe that grants of equity-based compensation:\n\u25cfenhance the link between the creation of shareholder value and long-term executive incentive compensation;\n\u25cfprovide focus, motivation, and retention incentive; and\n\u25cfprovide competitive levels of total compensation\nIn addition to cash and equity compensation programs, named executive officers participate in the health and welfare benefit programs available to other employees.\nCompensation Table\nWe were incorporated in August 2020. The following table sets forth in summary form the compensation received by our executive officers for the year ended December 31, 2020:\n(1)The dollar value of base salary (cash and non-cash) earned.\n(2)The dollar value of bonus (cash and non-cash) earned.\n(3)The value of all stock awarded during the periods covered by the table calculated in accordance with ASC 718-10-30-3 which represented the grant date fair value.\n(4)The fair value of all stock options granted during the periods covered by the table calculated on the grant date in accordance with ASC 718-10-30-3 which represented the grant date fair value.\nEmployment Agreements\nOn March 1, 2021 we entered into employment agreements with the persons shown below. Each employment agreement is for a one year period and expires on March 1, 2022.\nEquity Incentive Plan\nOur Board of Directors has adopted the 2020 Equity Incentive Plan (the \u201cPlan\u201d) that reserves 5,000,000 shares of common stock for issuance to plan participants in the form of incentive and non-qualified stock options, stock appreciation rights (\u201cSARs\u201d), and stock grants and units. Each stock option awarded allows the holder to purchase one share of our common stock.\nThe Plan is administered by our Board of Directors (or any committee subsequently appointed by the Board) and is vested with the authority to interpret the provisions of the Plan and supervise the administration of the Plan. In addition, the Board is empowered to select those persons who will participate in the Plan, to determine the number of shares subject to each award and to determine when, a", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1828377_2020.htm (CIK: 1828377, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01723", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nOur consolidated financial statements are annexed to this Annual Report beginning on page.\nITEM 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1512931_2020.htm (CIK: 1512931, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01724", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk\nThe Company has interest rate risk in its floating-rate debt obligations and interest rate swaps, commodity price risk in jet fuel required to operate its aircraft fleet, and market risk in the derivatives used to manage its fuel hedging program and in the form of fixed-rate debt instruments. As of December 31, 2020, the Company operated a total of 137 aircraft under operating and finance leases. However, except for a small number of aircraft that have lease payments that fluctuate based in part on changes in market interest rates, the remainder of the leases are not considered market sensitive financial instruments and, therefore, are not included in the interest rate sensitivity analysis below. The Company also has 47 aircraft under operating and finance lease that have been subleased to another carrier. Further information about these leases is disclosed in Note 8 to the Consolidated Financial Statements. The Company does not purchase or hold any derivative financial instruments for trading purposes. See Note 11 to the Consolidated Financial Statements for information on the Company\u2019s accounting for its hedging program and for further details on the Company\u2019s financial derivative instruments.\nHedging\nThe Company purchases jet fuel at prevailing market prices, but seeks to manage market risk through execution of a documented hedging strategy. The Company utilizes financial derivative instruments, on both a short-term and a long-term basis, as a form of insurance against the potential for significant increases in fuel prices. The Company believes there can be significant risk in not hedging against the possibility of such fuel price increases, especially in energy markets in which prices are high and/or rising. The Company expects to consume approximately 284 million gallons of jet fuel in first quarter 2021. Based on this anticipated usage, a change in jet fuel prices of just one cent per gallon would impact the Company\u2019s Fuel and oil expense by approximately $3 million for the three months ended March 31, 2021, excluding any impact associated with fuel derivative instruments held.\nAs of December 31, 2020, the Company held a net position of fuel derivative instruments that represented a hedge for a portion of its anticipated jet fuel purchases for future periods. See Note 11 to the Consolidated Financial Statements for further information. The Company may increase or decrease the volume of fuel hedged based on its expectation of future market prices and its forecasted fuel consumption levels, while considering the significant cost that can be associated with different types of hedging strategies. The gross fair value of outstanding financial derivative instruments related to the Company\u2019s jet fuel market price risk at December 31, 2020, was an asset of $134 million. In addition, $34 million in cash collateral deposits were held by the Company in connection with these instruments based on their fair value as of December 31, 2020. The fair values of the derivative instruments, depending on the type of instrument, were determined by use of present value methods or standard option value models with assumptions about commodity prices based on those observed in underlying markets. An immediate 10 percent increase or decrease in underlying fuel-related commodity prices from the December 31, 2020, prices would correspondingly change the fair value of the commodity derivative instruments in place by approximately $84 million. Fluctuations in the related commodity derivative instrument cash flows may change by more or less than this amount based upon further fluctuations in futures prices, as well as related income tax effects. In addition, this does not consider changes in cash or letters of credit utilized as collateral provided to or by counterparties, which would fluctuate in an amount equal to or less than this amount, depending on the type of collateral arrangem", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01725", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nAs an \u201cemerging growth company\u201d, we are not required to provide the information required by this Item.\nItem 1B.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1726822_2020.htm (CIK: 1726822, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01726", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nWe will include information relating to our executive officer and director compensation and the compensation committee of our board of directors in the 2021 Proxy Statement and is incorporated herein by reference.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 913760_2020.htm (CIK: 913760, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01727", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF\nOPERATIONS (Continued)\nClean Energy Ventures hedges certain of its expected production of SRECs through forward and futures contracts. Clean Energy Ventures intends to physically deliver all SRECs it sells and recognizes SREC revenue as operating revenue on the Consolidated Statements of Operations upon delivery of the underlying SREC.\nWe have not designated any derivatives as fair value or cash flow hedges as of September 30, 2020 and 2019.\nIncome Taxes\nThe determination of our provision for income taxes requires the use of estimates and the interpretation and application of tax laws. Judgment is required in assessing the deductibility and recoverability of certain tax benefits. We use the asset and liability method to determine and record deferred tax assets and liabilities, representing future tax benefits and taxes payable, which result from the differences in basis recorded in GAAP financial statements and amounts recorded in the income tax returns. The deferred tax assets and liabilities are recorded utilizing the statutorily enacted tax rates expected to be in effect at the time the assets are realized, and/or the liabilities settled. An offsetting valuation allowance is recorded when it is more likely than not that some or all of the deferred income tax assets won\u2019t be realized. Any significant changes to the estimates and judgments with respect to the interpretations, timing or deductibility could result in a material change to earnings and cash flows. For a more detailed description of Income Taxes see Note 13. Income Taxes in the accompanying Consolidated Financial Statements.\nFor state income tax and other taxes, estimates and judgments are required with respect to the apportionment among the various jurisdictions. In addition, we operate within multiple tax jurisdictions and are subject to audits in these jurisdictions. These audits can involve complex issues, which may require an extended period of time to resolve. We maintain a liability for the estimate of potential income tax exposure and, in our opinion, adequate provisions for income taxes have been made for all years reported. Any significant changes to the estimates and judgments with respect to the apportionment factor could result in a material change to earnings and cash flows.\nOccasionally, the federal and state taxing authorities determine that it is necessary to make certain changes to the income tax laws. These changes may include but are not limited to changes in the tax rates and/or the treatment of certain items of income or expense. Accounting guidance requires that the Company reflect the effect of tax laws or tax rates at the date of enactment. Additionally, the Company is required to re-measure its deferred tax assets and liabilities as of the date of enactment. For non-regulated entities, the effect of changes in tax rates and/or tax laws are required to be included in income from continuing operations for the period that includes the enactment date. For regulated entities, if as the result of an action by a regulator it is probable that the future increase or decrease in taxes payable for items such as changes in tax law or rates will be recovered from or returned to customers through future rates, an asset or liability shall be recognized for that probable increase or decrease in future revenue. Accounting guidance also requires that regulatory liabilities/assets be considered a temporary difference for which a deferred tax asset/liability shall be recognized.\nAccounting guidance requires that we establish reserves for uncertain tax positions when it is more likely than not that the positions will not be sustained when challenged by taxing authorities. Any changes to the estimates and judgments with respect to the interpretations, timing or deductibility could result in a change to earnings and cash flows. Interest and penalties related to unrecognized tax b", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, deferred tax, tax rate, tax benefit. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01728", "source": "edgar", "source_license": "public_domain", "text": "Item 11. EXECUTIVE OFFICER AND DIRECTOR COMPENSATION\nThis section describes the material elements of compensation awarded to, earned by or paid to each of our named executive officers. Our compensation committee will review and approve the compensation of our executive officers and oversee our executive compensation programs and initiatives.\nSummary Compensation Table\nThe following table provides information regarding the total compensation for services rendered in all capacities that was earned during the fiscal year indicated by our named officers for fiscal year 2020 and 2019.\n(1) The aggregate fair value of the stock awards and stock option awards on the date of grant was computed in accordance with FASB ASC Topic 718.\n(2) In association with the Merger, Mr. Heyward was appointed Chief Executive Officer of the Company on November 15, 2013. Per his employment agreement, Mr. Heyward is entitled to an annual salary of $200,000. Mr. Heyward entered into a new five-year employment agreement on November 16, 2018. Under his new employment agreement, Mr. Heyward is entitled to an annual salary of $300,000. Mr. Heyward entered into a new five-year employment agreement on December 7, 2020. Under his new employment agreement, Mr. Heyward is entitled to an annual salary of $430,000.\nDuring 2020, Mr. Heyward was paid $161,200 in producers fees for the production of Rainbow Rangers Season 1 and $322,400 in producers fees for the production of Rainbow Rangers season 2. During 2020, Mr. Heyward was also paid $11,370 in interest on the Senior Convertible Notes and $3,000 in board fees for his attendance at the unscheduled board meetings and the Company paid $380,989 in security costs at his residence.\n(3)\nEffective April 18, 2018, the Company entered into an employment agreement with Mr. Denton, whereby Mr. Denton agreed to serve as the Company\u2019s Chief Financial Officer (\u201cCFO\u201d) for a period of two years, with a mutual option for an additional one-year period, in consideration for an annual salary of $225,000. Mr. Denton received $5,550 for consulting services prior to becoming the CFO. Mr. Denton also received $49,962 in relocation expenses for his relocation from Salt Lake City, Utah to Los Angeles, California. On December 7, 2020, Mr. Denton entered into a new one-year employment agreement, with a mutual option for two additional one-year periods. Under his new employment agreement, Mr. Denton is entitled to an annual salary of $300,000 the first year, $325,000 the second year and $350,000 the third year and an annual signing bonus of $50,000 each year.\nOn September 26, 2018, Mr. Denton received 85,088 options with a strike price of $2.09.\nOn March 7, 2019, the Company granted 15,000 stock options to Mr. Denton with a strike price of $1.99 and a term of five years. The options vested on December 31, 2019.\nOn December 7, 2020, the Company granted 950,000 stock options to Mr. Denton with a strike price of $1.39 and a term of 10 years. 380,000 of the options vested on the grant date with the remaining options vesting 190,000 each of the next three years. On December 7, 2020, the Company also granted 475,000 RSUs to Mr. Denton. The RSUs vest 155,000 on the first anniversary, 158,000 on the second anniversary and 162,000 on the third anniversary.\n(4)\nEffective April 16, 2018, the Company entered into an employment agreement with Mr. Jaffa, whereby Mr. Jaffa agreed to serve as the Company\u2019s General Counsel and Senior Vice President of Business Affairs for a period of year in consideration for an annual salary of $225,000. On June 7, 2018, Mr. Jaffa was elected as the Company\u2019s Corporate Secretary. Mr. Jaffa entered into a new three-year employment agreement on December 7, 2020. Under his new employment agreement, Mr. Jaffa is entitled to an annual salary of $325,000 the first year, $350,000 the second year and $375,000 the third year and an annual signing bonus of $50,000 each year.\nOn September 26, 2018, Mr. Jaffa received 85,088 options with", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1355848_2020.htm (CIK: 1355848, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01729", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nAs a \u201csmaller reporting company,\u201d as defined by Rule 12b-2 of the Exchange Act, we have elected scaled disclosure reporting and therefore are not required to provide the information required by this Item.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1066684_2020.htm (CIK: 1066684, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01730", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial statements and supplementary data.\nThe following consolidated financial statements are incorporated by reference herein:\ne.l.f. Beauty, Inc. and subsidiaries\nIndex to consolidated financial statements\nPage\nReport of Independent Registered Public Accounting Firm\nConsolidated Balance Sheets\nConsolidated Statements of Operations and Comprehensive Income\nConsolidated Statements of Convertible Preferred Stock and Stockholders\u2019 Equity (Deficit)\nConsolidated Statements of Cash Flows\nNotes to Consolidated Financial Statements\nItem 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1600033_2020.htm (CIK: 1600033, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01731", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. Executive Compensation\nThe information called for by Item 11 is incorporated by reference from the Company\u2019s definitive proxy statement relating to its 2021 annual meeting of shareholders, including but not necessarily limited to the sections of the 2021 proxy statement entitled \u201cDirector Compensation for 2021,\u201d and \u201cExecutive Compensation\u201d.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 88790_2020.htm (CIK: 88790, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01732", "source": "edgar", "source_license": "public_domain", "text": "Item 7A Quantitative And Qualitative Disclosures About Market Risk.\nThis item does not apply to smaller reporting companies.\nItem Financial Statements And Supplementary Data.\nOur financial statements appear beginning on page, immediately following the signature page of this report.\nItem Changes In And Disagreements With Accountants On Accounting And Financial Disclosure.\nNot applicable.\nItem 9A", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 835662_2020.htm (CIK: 835662, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01733", "source": "edgar", "source_license": "public_domain", "text": "Item 11.\nExecutive Compensation\nThe information required by this Item is incorporated by reference to the following sections of the 2021 Proxy Statement: \u201cExecutive Compensation\u201d and \u201cDirector Compensation.\u201d\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1492633_2020.htm (CIK: 1492633, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01734", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data\nThe following selected consolidated statements of operations data for the years ended December 31, 2020, 2019 and 2018 and the selected consolidated balance sheet data as of December 31, 2020 and 2019 are derived from our audited consolidated financial statements included in this Annual Report on Form 10-K. The consolidated statements of operations data for the years ended December 31, 2017 and 2016 and consolidated balance sheet data as of December 31, 2018, 2017 and 2016 are from our audited financial statements not included in this Annual Report on Form 10-K.\nYou should read the following selected financial data with the historical consolidated financial statements and related notes to those statements, as well as \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations,\u201d included in this Annual Report on Form 10-K.\n_______________\n(1) We adopted Accounting Standards Codification Topic 606, Revenue From Contracts With Customers, or ASC 606, on January 1, 2017 using the modified retrospective method. The 2016 consolidated statement of operations was not adjusted for the adoption of ASC 606.\n(2) Includes stock-based compensation expense as follows:\n(3) See Note 11 to our consolidated financial statements in this Annual Report on Form 10-K for details on the calculation of basic and diluted net loss per share attributable to common stockholders.\n_______________\n(1) We define working capital (deficit) as total current assets less total current liabilities. See our consolidated financial statements in this Annual Report on Form 10-K for further details regarding our current assets and current liabilities. Changes in working capital (deficit) between 2016 and 2017 reflect increases in deferred revenue and deferred commissions as a result of our subscription model and our adoption of ASC 606 on January 1, 2017.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1660280_2020.htm (CIK: 1660280, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01735", "source": "edgar", "source_license": "public_domain", "text": "Item 6: Selected Financial Data\nThe items discussed below are considered to materially affect the comparability of the information reflected in the selected financial data. For further information see Part II, Item 7:", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 277135_2020.htm (CIK: 277135, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01736", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nThe following discussion and analysis should be read in conjunction with our Consolidated Financial Statements and notes thereto included in Part IV, Item 15(a), the risk factors included in Part I, Item 1A, and the \u201cforward-looking statements\u201d and other risks described herein and elsewhere in this Annual Report.\nThe ADI Merger\nThe completion of the ADI Merger under the ADI Merger Agreement is subject to customary closing conditions, including, among others, the approval of Maxim Integrated\u2019s stockholders, the approval of Analog Devices\u2019 shareholders and the receipt of various regulatory approvals. Subject to the satisfaction or (to the extent permissible) waiver of such conditions, the ADI Merger is expected to close in the summer of 2021. For additional information on the ADI Merger Agreement and the ADI Merger, please refer to the Company\u2019s Current Report on Form 8-K, filed with the SEC on July 13, 2020. The Company cannot guarantee that the ADI Merger will be completed on a timely basis or at all or that, if completed, it will be completed on the terms set forth in the ADI Merger Agreement.\nOverview\nWe are a global company with manufacturing facilities in the United States, the Philippines and Thailand, and sales offices and design centers throughout the world. We design, develop, manufacture and market linear and mixed-signal integrated circuits, commonly referred to as analog circuits, for a large number of customers in diverse geographical locations. The analog market is fragmented and characterized by diverse applications, a great number of product variations and, with respect to many circuit types, relatively long product life cycles. The major end-markets in which we sell our products are the automotive, communications and data center, consumer, and industrial markets. We are incorporated in the State of Delaware.\nCritical Accounting Policies\nThe methods, estimates and judgments we use in applying our most critical accounting policies have a significant impact on the results we report in our financial statements. The Securities and Exchange Commission (\u201cSEC\u201d) has defined the most critical accounting policies as the ones that are most important to the presentation of our financial condition and results of operations, and that require us to make our most difficult and subjective accounting judgments, often as a result of the need to make estimates of matters that are inherently uncertain. Based on this definition, our most critical accounting policies include valuation of inventories, accounting for income taxes, and assessment of litigation and contingencies. These policies and the estimates and judgments involved are discussed further below. We have other significant accounting policies that either do not generally require estimates and judgments that are as difficult or subjective, or it is less likely that such accounting policies would have a material impact on our reported results of operations for a given period. Our significant accounting policies are described in Note 2 to the Consolidated Financial Statements included in this Annual Report.\nInventories\nInventories are stated at the lower of (i) standard cost, which approximates actual cost on a first-in-first-out basis, or (ii) net realizable value. Our standard cost revision policy is to monitor manufacturing variances and revise standard costs on a periodic basis. At each reporting period, we assess our ending inventories for excess quantities and obsolescence based on our projected sales outlook. This assessment includes analysis of projections of future demand. Because of the cyclical nature of the market, inventory levels, obsolescence of technology, and product life cycles, we generally write-down inventories to net realizable value based on this forecasted product demand analysis. Actual demand and market conditions may be lower than those projected by us. Thi", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01737", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nOur Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is provided in addition to the accompanying consolidated financial statements and notes to assist readers in understanding our results of operations, financial condition, and cash flows. MD&A is organized as follows:\n\u25cf\nOverview. Discussion of our business and overall analysis of financial and other highlights affecting us, to provide context for the remainder of MD&A.\n\u25cf\nResults of Operations. An analysis of our financial results comparing the twelve months ended December 31, 2020 and 2019.\n\u25cf\nLiquidity and Capital Resources. An analysis of changes in our balance sheets and cash flows and discussion of our financial condition.\n\u25cf\nCritical Accounting Estimates. Accounting estimates that we believe are important to understanding the assumptions and judgments incorporated in our reported financial results and forecasts.\nThe following discussion should be read in conjunction with our consolidated financial statements and accompanying notes included elsewhere in this report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Report, particularly under \u201cPart I, Item 1A. Risk Factors,\u201d and in other reports we file with the SEC. All references to years relate to the calendar year ended December 31 of the particular year.\nOverview\nHeadquartered in Cupertino, California, Aemetis is an international renewable natural gas, renewable fuels and byproducts company focused on the acquisition, development and commercialization of innovative technologies that replace traditional petroleum-based products. We operate in two reportable geographic segments: \u201cNorth America\u201d and \u201cIndia.\u201d\nFounded in 2006, we own and operate a 65 million gallon per year ethanol facility in the California Central Valley in Keyes, California where we manufacture and produce low carbon renewable fuel ethanol, WDG, CDS, and DCP, all of which are sold to local dairies and feedlots as animal feed. We operate a research and development laboratory to develop efficient conversion technologies using waste feedstocks to produce biofuels and biochemicals. We also own and operate a 50 million gallon per year renewable chemical and advanced fuel production facility on the East Coast of India producing high quality distilled biodiesel and refined glycerin for customers in India and Europe.\nDuring 2018, Aemetis Biogas, LLC (\u201cABGL\u201d) was formed to construct bio-methane anaerobic digesters at local dairies near the Keyes Plant, many of whom also purchase WDG produced at the Keyes Plant. The digesters are connected via a pipeline owned by ABGL to a gas cleanup and compression unit being built at the Keyes Plant to produce Renewable Natural Gas (\u201cRNG\u201d). During 2020, ABGL completed construction on the first two diary digesters and the pipeline that carries bio-methane from these dairies to the Keyes Plant. The next phase of the project involves the construction of 15 additional dairies, for a total of 17 dairies. With plans to build digesters at more than 30 dairies, ABGL continues to negotiate and sign participation agreements with local dairies and convert those agreements into fully executed leases to capture dairy bio-methane from manure wastewater lagoons where the bio-methane would otherwise be released into the atmosphere. Upon receiving the bio-methane from the dairies, impurities will be removed and converted to RNG where it will be either injected into the local gas utility pipeline, supplied to a renewable compressed natural gas.\nIn December 2018, we purchased a 5.2-acre parcel of land next to the Keyes Plant and subsequently leased", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 738214_2020.htm (CIK: 738214, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01738", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nOverview\nThe Partnership\u2019s business is participation in oil and gas development and production activities on federal lease tracts in the Gulf of Mexico, offshore Louisiana. The Partnership is a very minor participant in the oil and gas industry and faces strong competition in all aspects of its business. With a relatively small amount of capital invested in the Partnership and management\u2019s decision to avoid incurring debt, the Partnership has not engaged in acquisition or exploration activities in recent years. The Partnership has not carried any debt since January 1997. The limited amount of capital and the Partnership\u2019s modest reserve base have contributed to the Partnership focusing primarily on production activities on remaining leases and dismantlement and abandonment activities on surrendered leases.\nThe following discussion should be read together with the Consolidated Financial Statements and the Notes to Consolidated Financial Statements set forth in Part II, Item 8 - \u201cFinancial Statements and Supplementary Data\u201d of this Form 10-K. This section of this Form 10-K generally discusses 2020 and 2019 items and year-to-year comparisons between 2020 and 2019. Discussions of 2018 items and year-to-year comparisons between 2019 and 2018 that are not included in this Form 10-K are incorporated by reference to Part II, Item 7 - \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d of the Partnership\u2019s Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC on February 27, 2020.\nThe Partnership derives its revenue from the production and sale of crude oil, natural gas and NGLs. With only modest levels of production from current wells, the Partnership sells its production at market prices and has not used derivative financial instruments or otherwise engaged in hedging activities. Oil and gas prices in recent years have been volatile, and this volatility has caused the Partnership\u2019s revenues and resulting cash flow from operating activities to fluctuate significantly. During 2020, the coronavirus disease 2019 (COVID-19) pandemic further exacerbated realized price volatility, resulting from lower consumer demand and changes in economic activity. As a result, the Partnership\u2019s average realized oil prices decreased 35 percent from 2019, while natural gas prices decreased 8 percent from the prior year period. Given the small number of producing wells owned by the Partnership and exposure to inclement weather and pipeline interruptions in the Gulf of Mexico, the Partnership\u2019s production is also subject to higher volatility than those companies with a larger or more diversified property portfolio. Extended downtime of the Partnership\u2019s producing properties could materially impact any anticipated revenues, earnings, and cash flow.\nThe Partnership participates in workover and recompletion activities as recommended by the operator of the properties in which the Partnership owns an interest. During 2020, the Partnership had minimal cash outlays for oil and gas property additions and did not participate in any new drilling projects. The Partnership\u2019s primary cash outlay for 2020 was related to decommissioning and abandonment activities at Ship Shoal 258/259. The abandonment activity at North Padre Island 969/976 continued in 2020, but a majority of platform removal and decommissioning activity was deferred to 2021.\nBecause of continued declines in production levels, lower commodity prices in recent years, and the need to reserve cash for future asset retirement obligations, the Partnership did not make any distributions to the Investing Partners during 2020. The Partnership will continue to review available cash balances, scheduled plugging and abandonment activity, oil and gas prices realized by the Partnership for the sale of its production, and the anticipated level of recompletion and ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 727538_2020.htm (CIK: 727538, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01739", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nNorfolk Southern Corporation and Subsidiaries\nThe following discussion and analysis should be read in conjunction with the Consolidated Financial Statements and Notes.\nOVERVIEW\nWe are one of the nation\u2019s premier transportation companies. Our Norfolk Southern Railway Company subsidiary operates approximately 19,300 route miles in 22 states and the District of Columbia, serves every major container port in the eastern U.S., and provides efficient connections to other rail carriers. We are a major transporter of industrial products, including agriculture, forest and consumer products, chemicals, and metals and construction materials. In addition, we operate the most extensive intermodal network in the East and are a principal carrier of coal, automobiles, and automotive parts.\nIn 2020, we continued the implementation of our strategic plan, including tactical changes to our operating plan, to generate operational efficiencies, improve customer service, and deliver strong financial results. The COVID-19 pandemic caused significant economic disruption and, along with softening energy markets, reduced the demand for our services. Nevertheless, we executed on operational initiatives to generate efficiencies and lower our cost structure. In the face of economic headwinds that resulted in a year-over-year volume decline of 12%, we improved productivity by driving year-over-year average headcount down by 18%, and we increased asset utilization through rationalization of our locomotive fleet. These sustainable cost structure improvements will provide greater benefits as the economy recovers. However, there is still substantial uncertainty as to the pace of economic recovery and the continued effects of the pandemic on our results of operations. We continue to monitor the impact of the pandemic on our employees\u2019 availability and remain committed to protecting our employees and providing excellent transportation service products for our customers.\nSUMMARIZED RESULTS OF OPERATIONS\nIncome from railway operations declined in 2020 compared to 2019 as railway operating revenues fell 13% which exceeded a 7% reduction in operating expenses. Railway operating revenues declined as lower customer demand resulted in volume reductions. Additionally, negative mix and lower fuel surcharge revenue, partially offset by increased pricing, led to lower revenue per unit. Railway operating expenses decreased due to declines in fuel price and consumption, reduced employment levels, lower volumes and operational efficiency improvements. Additionally, 2020 results were adversely impacted by a loss on asset disposal of $385 million related to locomotives sold, and by a $99 million impairment charge related to an equity method investment. For more information on the impact of these charges, see Notes 7 and 6, respectively.\nIncome from railway operations rose in 2019 compared to 2018 as a 3% reduction in railway operating expenses more than offset the impact of a 1% decline in railway operating revenues. In addition to higher income from railway operations, net income and diluted earnings per share growth in 2019 also benefited from a lower effective\nK19\ntax rate. Our continuing share repurchase program contributed to diluted earnings per share growth that exceeded that of net income.\nThe following tables adjust our 2020 U.S. Generally Accepted Accounting Principles (\u201cGAAP\u201d) financial results to exclude the effects of the aforementioned charges. The income tax effects on the non-GAAP adjustments were calculated based on the applicable tax rates to which the non-GAAP adjustments relate. We use these non-GAAP financial measures internally and believe this information provides useful supplemental information to investors to facilitate making period-to-period comparisons by excluding the 2020 charges. While we believe that these non-GAAP financial measures are useful in evaluat", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax rate. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01740", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION\nBalance Sheet\nOriginal Sixteen to One Mine, Inc. is a distinct company. It is the only operating company of its kind remaining in the United States. Management knows the assets of the Company are understated due to the age of acquisition. Exploration and development expenses are not capitalized. The Company celebrated its 100-year anniversary on Oct. 9, 2011. It is the oldest gold mining corporation in the United States. Gold inventory is recorded at spot price despite proven additional value.\nNo value is recorded on the balance sheet for timber. The company owns 470 acres of prime forested timberland. No value is recorded on the balance sheet for the Company owned water- rights. Reduced value is recorded on the balance sheet for buildings, equipment and land. No value is recorded on the balance sheet for marketable aggregate and decorative stone currently stockpiled. No value is recorded on the balance sheet for goodwill. Fixed assets are recorded at historic cost less depreciation.\n(A) Comparisons of 2020 with 2019.\nBalance Sheet Comparisons\nAssets:\nFor the one-year period ended December 31, 2020, compared to the one-year period ended December 31, 2019, cash increased by $17,389 (392%) due to cash flow variations. Accounts receivable increased by $250 (.5%).\nFor the one-year period ended December 31, 2020, compared to the one-year period ended December 31, 2019 inventory increased by $3,734 (1.2%) due to changes in mining objectives in 2020 and sales of inventory to fund operations.\nLiabilities:\nFor the one-year period ended December 31, 2020, compared to the one-year period ended December 31, 2019, accounts payable decreased by $18,821 as the company relied on loans to finance the operation.\nFor the one-year period ended December 31, 2020, compared to the one-year period ended December 31, 2019, notes due related parties increased by $89,200 (200%) due to a combination of additional loans and interest expense.\nFor the one-year period ended December 31, 2020, compared to the one-year period ended December 31, 2019, long-term notes decreased by $50,864 (25%) as a result of scheduled payments.\nStatement of Operations\nIncome:\nFor the one-year period ended December 31, 2020, compared to the one-year period ended December 31, 2019, revenue decreased by $138,061 (60%) primarily due to a reduction in mining and increase in maintenance.\nOperating Expenses:\nFor the one-year period ended December 31, 2020, compared to the one-year period ended December 31, 2019, operating expenses decreased overall by $176,629 (40%) due to reduced operations in 2020.\nOther Income and Expense:\nFor the one-year period ended December 31, 2020, compared to the one-year period ended December 31, 2019, other income increased by $2,000 (71%) due to more rent collected on a company house.\nFor the one-year period ended December 31, 2020, compared to the one-year period ended December 31, 2019, other expenses decreased by $16,784 (100%)primarily due to a reconciliation of the stock account that was needed due to a discrepancy accumulated by years of rounding.(par value $0.033)\nThe company showed a loss of $173,578 in 2020 compared to a loss of $230,933 in 2019. The $57,355 (25%) difference is primarily due to lower operating costs and reduced operations in 2020 compared to 2019. The basic and diluted loss per share was (.012) in 2020 compared to (.016) in 2019. The number of shares used for the 2020 calculation was 14,390,631 and the number of shares for the 2019 calculation was 14,342,097.\n(A) Comparisons of 2019 with 2018.\nBalance Sheet Comparisons\nAssets:\nFor the one-year period ended December 31, 2019, compared to the one-year period ended December 31, 2018, cash increased by $1,137 (34%) due to cash flow variations. Accounts receivable decreased by $10,651 (16%).\nFor the one-year period ended December 31, 2019, compared to the one-year period ended December 31, 201", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 74925_2020.txt (CIK: 74925, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01741", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA.\nWe are a smaller reporting company and therefore, we are not required to provide information required by this Item of Form 10-K.\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1730869_2020.htm (CIK: 1730869, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01742", "source": "edgar", "source_license": "public_domain", "text": "Item 6.\nSelected Financial Data.\nAs a smaller reporting company, we are not required to provide the selected financial data required by Item 301 of Regulation S-K.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1615165_2020.htm (CIK: 1615165, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01743", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nThe following discussion and analysis should be read in conjunction with our accompanying consolidated financial statements and the notes thereto included in this Annual Report. Also refer to \u201cForward Looking Statements\u201d preceding Part I.\nAs used herein, the terms \u201cwe,\u201d \u201cour,\u201d \u201cus,\u201d and \u201cCompany\u201d refer to Strategic Realty Trust, Inc., and, as required by context, Strategic Realty Operating Partnership, L.P., a Delaware limited partnership, which we refer to as our \u201coperating partnership\u201d or \u201cOP\u201d, and to their respective subsidiaries. References to \u201cshares\u201d and \u201cour common stock\u201d refer to the shares of our common stock.\nOverview\nWe are a Maryland corporation that was formed on September 18, 2008, to invest in and manage a portfolio of income-producing retail properties, located in the United States, real estate-owning entities and real estate-related assets, including the investment in or origination of mortgage, mezzanine, bridge and other loans related to commercial real estate. During the first quarter of 2016, we also invested, through joint ventures, in two significant retail projects under development, one of which was substantially completed during the year ended December 31, 2020. We have elected to be taxed as a real estate investment trust (\u201cREIT\u201d) for federal income tax purposes, commencing with the taxable year ended December 31, 2009, and we have operated and intend to continue to operate in such a manner. We own substantially all of our assets and conduct our operations through our operating partnership, of which we are the sole general partner. We also own a majority of the outstanding limited partner interests in the operating partnership.\nSince our inception, our business has been managed by an external advisor. We do not have direct employees and all management and administrative personnel responsible for conducting our business are employed by our advisor. Currently we are externally managed and advised by SRT Advisor, LLC, a Delaware limited liability company (the \u201cAdvisor\u201d) pursuant to an advisory agreement with the Advisor (the \u201cAdvisory Agreement\u201d) initially executed on August 10, 2013, and subsequently renewed every year through 2021. The current term of the Advisory Agreement terminates on August 9, 2021. The Advisor is an affiliate of Glenborough, LLC (together with its affiliates, \u201cGlenborough\u201d), a privately held full-service real estate investment and management company focused on the acquisition, management and leasing of commercial properties.\nImpact of COVID-19\nOn March 11, 2020, the World Health Organization declared COVID-19, a respiratory illness caused by the novel coronavirus, a pandemic, and on March 13, 2020, the United States declared a national emergency with respect to COVID-19. The COVID-19 pandemic has caused state and local governments to institute quarantines, shelter-in-place rules and restrictions on travel, the types of business that may continue to operate, and the types of construction projects that may continue. California, where the majority of our properties are located, declared a state of emergency on March 4, 2020 and instituted a shelter-in-place order on March 19, 2020 to reduce the spread of COVID-19. On May 7, 2020, California moved into Stage 2 of its four-stage reopening roadmap, permitting certain sectors of the economy to reopen provided that there were significant safety measures in place. On June 12, 2020, California permitted businesses such as movie theaters, restaurants, wineries, bars, zoos, museums, gyms, fitness centers, hotels, card rooms, racetracks, and campgrounds to re-open. On July 13, 2020, California re-instituted a state-wide closure on many types of businesses that were previously permitted to re-open such as indoor dining, bars, movie theaters, and museums. In August 2020, California moved to a four-tier, color-coded system assigning every county to a ti", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01744", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11.EXECUTIVE COMPENSATION\nInformation required by this Item 11 is incorporated herein by reference to the 2021 proxy statement, including the information in the 2021 proxy statement appearing under the captions \u201cElection of Directors-Director Compensation\u201d and \u201cExecutive Compensation.\u201d\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 354963_2020.htm (CIK: 354963, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01745", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nThis discussion summarizes the significant factors affecting the operating results, financial condition, liquidity and cash flows of the Company and its subsidiaries as of and for the fiscal years ended February 29, 2020 and February 28, 2019. The discussion and analysis that follows should be read together with the consolidated financial statements of Seychelle Environmental Technologies, Inc. and the notes to the consolidated financial statements included elsewhere in this annual report on Form 10-K. Except for historical information, the matters discussed in this section are forward looking statements that involve risks and uncertainties and are based upon judgments concerning various factors that are beyond the Company's control.\nApplication of Critical Accounting Policies and Estimates\nOur consolidated financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles in the United States of America. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. These estimates and assumptions are affected by management's application of accounting policies. Ultimate results could vary from amounts presently estimated.\nCritical accounting policies for us include our accounting for inventory reserves, allowance for doubtful accounts receivable and sales returns reserves and determination of the valuation allowance for deferred tax assets.\nInventory Reserves\nAt each balance sheet date, the Company evaluates its ending inventory for excess quantities and obsolescence. This evaluation includes an analysis of sales levels by product type. Among other factors, the Company considers current product configurations, historical and forecasted demand, market conditions and product life cycles when determining the market value of the inventory. This requires significant judgments including estimation of future cash flows, which is dependent on internal forecasts, estimation of the long-term rate of growth for our business, and the period over which cash flows will occur. Provisions are made to reduce excess or obsolete inventories to their estimated net realizable values. Once established, write-downs are considered permanent adjustments to the cost basis of the excess or obsolete inventory.\nAllowance for Doubtful Accounts\nThe Company analyzes its current account receivable portfolio and make estimates for potential uncollectible amount based on a variety of factors, including the age of the receivable, historical payment patterns, and actual return experience of specific products or similar products. The Company also reviews its estimates for product returns based on expected return data communicated to us by customers and historical experience. Management is able to make reasonable and reliable estimates of its allowance for doubtful accounts and product returns based on our history in this business.\nIncome Taxes\nDeferred income tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when necessary to reduce deferred income tax assets to the amounts expected to be realized. The Company recognizes the tax benefit from uncertain tax positions only if it is more likely than not that the tax positions will be sustained on examinations by the tax authorities, based on the technical merits of the position.\nRecent Accounting Pronouncements\nIn May 2014, the Financial Accounting Standards Bo", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, deferred tax, tax rate, tax benefit. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01746", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. Executive Compensation\nInformation required by this item is incorporated by reference in the Proxy Statement for the 2021 Annual Meeting.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1605301_2020.htm (CIK: 1605301, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01747", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nThis information appears following Item 16 of this Report and is incorporated herein by reference.\nITEM 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1820190_2020.htm (CIK: 1820190, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01748", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation.\nThe information required by this Item is incorporated herein by reference from our Proxy Statement for our 2020 Annual Meeting of Stockholders.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1100397_2020.htm (CIK: 1100397, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01749", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nInvestments in the Company\u2019s common stock involve risk. In addition to the other information set forth in this Report, including the information addressed under \u201cForward-Looking Statements,\u201d investors in the Company\u2019s common stock should carefully consider the factors discussed below. The following discussion highlights the risks that we believe are material to the Company, but does not necessarily include all risks that we may face. These factors could materially and adversely affect the Company\u2019s business, financial condition, liquidity, results of operations, and capital position, and could cause the Company\u2019s actual results to differ materially from its historical results or the results contemplated by the forward-looking statements contained in this Report, in which case the trading price of the Company\u2019s common stock could decline.\nRisks Related to the COVID-19 Pandemic\nThe COVID-19 pandemic and resulting adverse economic conditions have already adversely impacted the Company\u2019s business and results, and could have a more material adverse impact on our business, financial condition and results of operations.\nThe ongoing COVID-19 global and national health emergency has caused significant disruption in the United States and international economies and financial markets. The spread of COVID-19 in the United States has caused illness, quarantines, cancellation of events and travel, business and school shutdowns, reduction in commercial activity and financial transactions, supply chain interruptions, increased unemployment, and overall economic and financial market instability. In March 2020, almost all states, including Virginia, where the Company is headquartered, and North Carolina, in which the Company has significant operations, issued \u201cstay-at-home orders\u201d and declared states of emergency. Many state and local governments began implementing phased regulations and guidelines for reopening communities and economies, often with reduced capacity and social distancing restrictions. However, recently, many state and local governments have implemented additional restrictions in light of the significant COVID-19 resurgence.\nAlthough banks have generally been permitted to continue operating, the COVID-19 pandemic has caused disruptions to the Company\u2019s business and could cause material disruptions to our business and operations in the future. Impacts to our business have included decreased operating effectiveness due to additional health and safety precautions we implemented at our branches and the transition of 20% of our workforce to home locations, decreases in customer traffic in our branches and increases in requests for forbearance and loan modifications. Further, loan payment deferment programs that we have implemented and government stimulus programs, like the PPP, may mask credit deterioration in our loan portfolio by making less applicable standard measures of developing financial weakness in a client or portfolio, such as past due monitoring and non-accrual assessments. To the extent that commercial and social restrictions remain in place or increase, the Company\u2019s expenses, delinquencies, charge-offs, foreclosures and credit losses could materially increase, and we could experience reductions in interest and fee income. In addition, we anticipate that potential declines in credit quality could significantly affect the adequacy of our allowance for loan losses, which we expect could lead to increases in the provision for loan losses and related declines in our net income.\nUnfavorable economic conditions and increasing unemployment figures may also make it more difficult for the Company to maintain deposit levels and loan origination volume and to obtain additional financing. Furthermore, such conditions have and may continue to cause the value of our Company\u2019s investment portfolio and of collateral associated with our existing loans to decline. In addition, in March 2020, the FRB lowered the targ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1829576_2020.htm (CIK: 1829576, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01750", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors.\nRisks Related to Our Business\nThe Company\u2019s Financial Condition is in Large Part Dependent upon IBM: A significant portion of IBM Credit\u2019s financing business consists of financing associated with the sale of IBM\u2019s products and services. Financing originations, which determine the company\u2019s financing asset base, are impacted by IBM\u2019s product and services sales volumes and IBM Credit\u2019s participation rates in those sales. Participation rates reflect the propensity of IBM\u2019s clients to finance their transactions through IBM Credit in lieu of paying IBM up-front cash or financing through a third party. As discussed on page 6 under \u201cFinancing Incentive Programs,\u201d IBM Credit participates in certain marketing programs in conjunction with IBM that allow the company to offer financing to end-user clients, which provides IBM Credit with a competitive advantage in financing IBM\u2019s offerings. Any change in these marketing programs or IBM\u2019s distribution methods, or any reduction in the company\u2019s ability to offer competitively priced financing to IBM end-user clients, could reduce the company\u2019s participation rates in IBM\u2019s product and service offerings, which could have a material adverse effect on the business, financial condition, results of operations and cash flows of the company. IBM also provides IBM Credit with other types of operational and administrative support, which are integral to the conduct of the company\u2019s business. For additional information, see note C, \u201cRelationship with IBM and Related Party Transactions,\u201d to the Consolidated Financial Statements. Any changes in the levels of support from IBM could also negatively impact the company\u2019s results. Further, if there were significant changes in IBM\u2019s liquidity or capital position, the quality of IBM\u2019s offerings, transfers of ownership of IBM\u2019s products or services, or other factors impacting IBM or its products, such changes could significantly affect IBM Credit\u2019s financial condition and results of operations. In addition, IBM has one of the strongest brand names in the world, and its brand and overall reputation could be negatively impacted by many factors, including if IBM does not continue to be recognized for its industry-leading technology and solutions and as a hybrid cloud and AI leader. If negative perceptions tarnish IBM\u2019s or IBM Credit\u2019s brand image and reputation, IBM Credit\u2019s ability to attract and retain customers and talent could be impacted. The success of IBM\u2019s business and operations and demand for IBM products and services are subject to a number of risks, including, among others:\n\u25cfIBM\u2019s ability to reach its growth and productivity objectives under its long-term business strategy\u037e\n\u25cfIBM\u2019s ability to continue its cutting-edge innovation and ability to commercialize such innovations\u037e\n\u25cfRisks from IBM\u2019s investments in key strategic areas to drive revenue growth and market share\u037e\n\u25cfIBM\u2019s relationship with its critical suppliers\u037e\n\u25cfQuality issues with IBM products\u037e\n\u25cfIBM\u2019s reliance on third party distribution channels and ecosystems\u037e and\n\u25cfRisks from IBM\u2019s acquisitions, alliances, dispositions and other strategic transactions, including IBM\u2019s proposed separation of the Managed Infrastructure Services Unit of its Global Technology Services segment, as well as integration challenges.\nAdditionally, the company\u2019s credit ratings depend, in part, on the existence of the Support Agreement with IBM. If this arrangement, or replacement arrangements, if any, are modified, or if a credit rating of IBM is lowered, the company\u2019s credit ratings could be negatively impacted, potentially leading to higher borrowing costs and negatively impacting the company\u2019s ability to offer competitively priced financing to its clients, which could have a material adverse effect on the business, financial condition, results of operations and cash flows of the company.\nDownturn in Economic Environment Could Impact the Company\u2019s Business: If there is a downturn in the economic envir", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1225307_2020.htm (CIK: 1225307, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01751", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nThe information required by this Item 11 is incorporated herein by reference from our proxy statement for our 2021 annual meeting for stockholders under the headings \u201cExecutive Compensation\u201d and \u201cDirector Compensation,\u201d which proxy statement will be filed within 120 days after the December 31, 2020 fiscal year end.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1104038_2020.htm (CIK: 1104038, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01752", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nMarket risk is the risk of loss arising from adverse changes in market prices and interest rates. The Company may from time to time be exposed to interest rate risk inherent in its financial instruments, but is not currently subject to foreign currency or commodity price risk. The Company manages exposure to these market risks through its regular operating and financing activities.\nThe Company's operations are interest rate sensitive. As overall manufactured housing demand can be adversely affected by increases in interest rates, a significant increase in wholesale or mortgage interest rates may negatively affect the ability of distributors and home buyers to secure financing. Higher interest rates could unfavorably impact the Company's revenues, gross margins and net earnings.\nCountryPlace is exposed to market risk related to the accessibility and terms of long-term financing of its loans. In the past, CountryPlace accessed the asset-backed securities market to provide term financing of its home-only and non-conforming mortgage originations. At present, independent asset-backed and mortgage-backed securitization markets are not readily available to CountryPlace and other manufactured housing lenders. Accordingly, CountryPlace has not continued to securitize its loan originations as a means to obtain long-term funding.\nThe Company is also exposed to market risks related to the Company's consumer and commercial loan notes receivables. For fixed and step rate instruments, changes in interest rates do not change future earnings and cash flows. However, changes in interest rates could affect the fair value of these instruments. Assuming the level of these instruments as of March 28, 2020 is held constant, a 1% (100 basis points) unfavorable change in average interest rates would adversely impact the fair value of these instruments, as follows (in thousands):\nIn originating loans for sale, CountryPlace issues interest rate lock commitments (\"IRLCs\") to prospective borrowers and third-party originators. These IRLCs represent an agreement to extend credit to a loan applicant, whereby the interest rate on the loan is set prior to loan closing or sale. These IRLCs bind CountryPlace to fund the approved loan at the specified rate regardless of whether interest rates or market prices for similar loans have changed between the commitment date and the closing date. As such, outstanding IRLCs are subject to interest rate risk and related loan sale price risk during the period from the date of the IRLC through the earlier of the loan sale date or IRLC expiration date. The loan commitments generally range between 30 and 180 days; however, borrowers are not obligated to close the related loans. As a result, CountryPlace is subject to fallout risk related to IRLCs, which is realized if approved borrowers choose not to close on the loans within the terms of the IRLCs. As of March 28, 2020, CountryPlace had outstanding IRLCs with a notional amount of $29.4 million recorded at fair value in accordance with FASB ASC 815, Derivatives and Hedging. The estimated fair values of IRLCs are based on quoted market values and are recorded in other assets in the Consolidated Balance Sheets. The fair value of IRLCs is based on the value of the underlying loan adjusted for: (i) estimated cost to complete and originate the loan and (ii) the estimated percentage or IRLCs that will result in closed loans. The initial and subsequent changes in the value of IRLCs are a component of current income. Assuming CountryPlace's level of IRLCs is held constant, a 1% (100 basis points) increase in average interest rates would decrease the fair value of CountryPlace's obligations by approximately $444,000.\nITEM 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 278166_2020.htm (CIK: 278166, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01753", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures about Market Risk\nWe are exposed to certain market risks, one of the most predominant of which is a change in interest rates. Increases in interest rates can result in increased interest expense under our Revolving Credit Facility and other variable rate debt. Increases in interest rates can also result in increased interest expense when our fixed rate debt matures and needs to be refinanced.\nThe following table sets forth as of December 31, 2020 our debt obligations and weighted average interest rates on debt maturing each year (dollars in thousands):\n(1)Represents principal maturities only and therefore excludes net discounts and deferred financing costs of $14.5 million.\n(2)As of December 31, 2020, maturities included $143.0 million in 2023 that may be extended to 2024, subject to certain conditions.\n(3)The amounts reflected above used interest rates as of December 31, 2020 for variable rate debt.\nThe fair value of our debt was $2.1 billion as of December 31, 2020 and $1.9 billion as of December 31, 2019. If interest rates had been 1% lower, the fair value of our fixed-rate debt would have increased by approximately $52 million as of December 31, 2020 and $45 million as of December 31, 2019.\nSee Note 11 to our consolidated financial statements for information pertaining to interest rate swap contracts in place as of December 31, 2020 and 2019 and their respective fair values.\nBased on our variable-rate debt balances, including the effect of interest rate swap contracts, our interest expense would have increased by $2.2 million in 2020 and $2.0 million in 2019 if the applicable LIBOR rate was 1% higher. Interest expense in 2020 was more sensitive to a change in interest rates than 2019 due primarily to our having a higher average variable-rate debt balance in 2020 including the effect of interest rate derivatives in place.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1577966_2020.htm (CIK: 1577966, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01754", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nThis information appears following Item 15 of this Annual Report on Form 10-K and is incorporated herein by reference.\nItem 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1823524_2020.htm (CIK: 1823524, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01755", "source": "edgar", "source_license": "public_domain", "text": "Item 6. SELECTED FINANCIAL DATA.\nThe selected historical consolidated financial data presented below is derived from our consolidated financial statements. The selected consolidated financial data set forth below is qualified in its entirety by, and should be read in conjunction with, our consolidated financial statements for the year ended December 31, 2020, and the discussion of our business, operations and financial results in the section captioned, \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\u201d\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 915778_2020.htm (CIK: 915778, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01756", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.\nOverview\nUnited Airlines Holdings, Inc. (together with its consolidated subsidiaries, \"UAL\" or the \"Company\") is a holding company and its principal, wholly-owned subsidiary is United Airlines, Inc. (together with its consolidated subsidiaries, \"United\"). As UAL consolidates United for financial statement purposes, disclosures that relate to activities of United also apply to UAL, unless otherwise noted. United's operating revenues and operating expenses comprise nearly 100% of UAL's revenues and operating expenses. In addition, United comprises approximately the entire balance of UAL's assets, liabilities and operating cash flows. When appropriate, UAL and United are named specifically for their individual contractual obligations and related disclosures and any significant differences between the operations and results of UAL and United are separately disclosed and explained. We sometimes use the words \"we,\" \"our,\" \"us,\" and the \"Company\" in this report for disclosures that relate to all of UAL and United.\nImpact of COVID-19 and Outlook\nThe novel coronavirus (COVID-19) pandemic, together with the measures implemented or recommended by governmental authorities and private organizations in response to the pandemic, has had an adverse impact that has been material to the Company's business, operating results, financial condition and liquidity. The Company began experiencing a significant decline in international and domestic demand related to COVID-19 during the first quarter of 2020. The decline in demand caused a material deterioration in our revenues in 2020, resulting in a net loss of $7.1 billion. The full extent of the ongoing impact of COVID-19 on the Company's longer-term operational and financial performance will depend on future developments, including those outside our control related to the efficacy and speed of vaccination programs in curbing the spread of the virus, the introduction and spread of new variants of the virus which may be resistant to currently approved vaccines, passenger testing requirements, mask mandates or other restrictions on travel, all of which are highly uncertain and cannot be predicted with certainty.\nIn response to decreased demand, the Company cut, relative to 2019 capacity, approximately 57% of its scheduled capacity for 2020. In the first quarter of 2021, the Company expects scheduled capacity to be down at least 51% versus the first quarter of 2019. The Company plans to continue to proactively evaluate and cancel flights on a rolling 60-day basis until it sees signs of a recovery in demand and expects demand to remain suppressed, relative to 2019 levels, until vaccines for COVID-19 are widely distributed and are effective in curbing the spread of the virus. In addition, the Company does not currently expect the recovery from COVID-19 to follow a linear path. As such, the Company's actual flown capacity may differ materially from its currently scheduled capacity.\nThe Company has taken a number of actions in response to the decreased demand for air travel. In addition to the schedule reductions discussed above, the Company has:\n\u2022reduced its planned capital expenditures and reduced operating expenditures in 2020 (including by postponing projects deemed non-critical to the Company's operations);\n\u2022terminated its share repurchase program;\n\u2022issued or entered into approximately $13.4 billion in new secured notes, secured term loan facilities and new aircraft financings in 2020, including short term borrowings that were paid in 2020;\n\u2022borrowed $1.0 billion under the $2.0 billion revolving credit facility established under the Amended and Restated Credit and Guaranty Agreement (the \"Credit Agreement\");\n\u2022availed itself of financial assistance and/or financing made available by the U.S. Treasury Department (\"Treasury\"), as further described below;\n\u2022raised approximately $2.1 billion in cash proceeds from ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 100517_2020.htm (CIK: 100517, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01757", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nDiscussion of the year-over-year comparison of changes in the Company's financial condition and results of operation as of and for the fiscal years ended December 31, 2019 and December 31, 2018 can be found in Part II, Item 7. \"Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\" of our Annual Report on Form 10-K for the fiscal year ended December 31, 2019.\n2020 vs. 2019\nOVERVIEW\nSales in 2020 were down from the prior year. The sales decrease was primarily from lower volumes, in part created by uncertainty and general disruptions around the global pandemic relating to the transmission of COVID-19 and governmental and societal reactions thereto in the second quarter. The impact of foreign currency translation decreased sales by about 3 percent. The Company's consolidated gross profit was $433.1 million for 2020, an increase of $5.0 million or about 1 percent from 2019. The gross profit as a percent of net sales increased 210 basis points to 34.7 percent in 2020 from 32.6 percent in 2019. For 2020, diluted earnings per share were $2.14, up from 2019 diluted earnings per share of $2.03.\nEFFECTS OF THE GLOBAL PANDEMIC\nThe top priority of the Company is the health and welfare of its employees and partners around the world. In response to the health risks posed by the Global Pandemic, the Company implemented and has been following the recommended hygiene and social distancing practices promulgated by the United States Centers for Disease Control and the World Health Organization.\nThe Company\u2019s products and services are generally viewed as essential in most jurisdictions in which the Company operates. All the Company\u2019s global manufacturing and distribution operations are operating with limited disruption.\nThe primary impacts of the Global Pandemic on the Company\u2019s end markets remain consistent with prior disclosures. Large dewatering equipment sales in the Water Systems segment continue to be depressed and the deferral or cancellation of the construction of new filling stations in the Fueling Systems segment continues. The Company\u2019s financial results are also impacted negatively by continuing government mandated closures and related customer behaviors.\nRESULTS OF OPERATIONS\nNet Sales\nNet sales in 2020 were $1,247.3 million, a decrease of $67.3 million or about 5 percent compared to 2019 sales of $1,314.6 million. The incremental impact of sales from acquired businesses was $12.8 million. Sales revenue decreased by $39.6 million or 3 percent in 2020 due to foreign currency translation. The sales change in 2020, excluding acquisitions and foreign currency translation, was a decrease of about 3 percent.\nNet Sales-Water Systems\nWater Systems sales were $734.7 million in 2020, a decrease of $46.8 million or about 6 percent versus 2019. The incremental impact of sales from acquired businesses was $12.8 million. Foreign currency translation changes decreased sales $40.0 million, or about 5 percent, compared to sales in 2019. The Water Systems sales change in 2020, excluding acquisitions and foreign currency translation, was a decrease of $19.6 million or about 3 percent.\nWater Systems sales in the U.S. and Canada decreased by about 7 percent compared to 2019. The incremental impact of sales from acquired businesses was $12.8 million. Sales revenue decreased by $0.7 million in 2020 due to foreign currency translation. In 2020, sales of dewatering equipment decreased by about 54 percent due to lower sales in rental channels and\nsubstantial uncertainty in oil production end markets. Sales of groundwater pumping equipment increased by 12 percent versus 2019. Sales of other surface pumping equipment decreased by about 3 percent.\nWater Systems sales in markets outside the U.S. and Canada decreased by about 4 percent compared to 2019. Sales revenue decreased by $39.3 million or about 11 percent in 2020 due to foreign curr", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 38725_2020.htm (CIK: 38725, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01758", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nThe following factors should be considered when reviewing our business. These factors could have a material adverse impact on our business, prospects, financial position, results of operations or cash flows and could cause results to differ materially from those expressed elsewhere in this report.\nGENERAL OPERATIONAL AND FINANCIAL RISKS\nInability to successfully develop, obtain regulatory approval for, or construct generation, transmission and distribution projects could adversely impact our businesses.\nOur business plan calls for extensive investment in capital improvements and additions, including the construction and/or acquisition of T&D facilities and generation units; and modernizing existing infrastructure pursuant to investment programs entitled to current recovery. Currently, we have several significant projects underway or being contemplated.\nThe successful construction and development of these projects will depend, in part, on our ability to:\n\u2022obtain necessary governmental and regulatory approvals;\n\u2022obtain environmental permits and approvals;\n\u2022obtain community support for such projects to avoid delays in the receipt of permits and approvals from regulatory authorities;\n\u2022complete such projects within budgets and on commercially reasonable terms and conditions;\n\u2022obtain any necessary debt financing on acceptable terms and/or necessary governmental financial incentives;\n\u2022ensure that contracting parties, including suppliers, perform under their contracts in a timely and cost effective manner; and\n\u2022at PSE&G, recover the related costs through rates.\nAny delays, cost escalations or otherwise unsuccessful construction and development could materially affect our financial position, results of operations and cash flows. Modifications to existing facilities may require us to install the best available control technology or to achieve the lowest achievable emission rates required by then-current regulations, which would likely result in substantial additional capital expenditures.\nIn addition, the successful operation of new or upgraded generation facilities or transmission or distribution projects is subject to risks relating to supply interruptions; work stoppages and labor disputes; weather interferences; unforeseen engineering and environmental problems, including those related to climate change; and the other risks described herein. Any of these risks could cause our return on these investments to be lower than expected or they could cause these facilities to operate below expected capacity or availability levels, which would adversely impact our financial condition and results of operations through lost revenue, increased expenses, higher maintenance costs and penalties.\nLack of growth or slower growth in the number of customers, or a decline in customer demand, which may not be fully addressed by our recently approved CIP, could adversely impact our financial condition, results of operations and cash flows.\nOur CIP, which was recently approved by the BPU as part of our CEF-EE program, reduces the impact on our distribution revenues from changes in sales volumes and demand for most customers. The CIP, which is calculated annually, provides for a true-up to our current period revenue as compared to revenue thresholds established in our most recent distribution base rate proceeding. Recovery under the CIP is subject to certain limitations, including an actual versus allowed ROE test and ceilings on customer rate increases. The CIP does not address changes in the number of customers.\nGrowth in customer accounts and growth of customer usage each directly influence the demand for electricity and the need for additional transmission and distribution facilities. Customer growth and customer usage may be affected by a number of factors, including:\n\u2022the impacts of economic downturns, including increased unemployment and less demand from C&I customers;\n\u2022regulatory initiatives to reduce energy consumption or tha", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1158659_2020.htm (CIK: 1158659, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01759", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data.\nThe following selected financial data was derived from our Consolidated Financial Statements, which were prepared from our books and records. In August 2018, we acquired all of the outstanding common stock of A. Schulman, Inc. (\u201cA. Schulman\u201d). As such, amounts below incorporate the businesses acquired from A. Schulman beginning August 2018. This data should be read in conjunction with the Consolidated Financial Statements and related notes thereto and \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d below, which includes a discussion of factors that will enhance an understanding of this data.\n(a)Operating income and Income from continuing operations in 2020 include pre-tax charges of $37 million ($27 million, after tax) for integration costs associated with our acquisition of A. Schulman and a pre-tax non-cash charge of $582 million ( $446 million, after tax), related to impairment of long-lived assets at our Houston refinery. Integration activities related to our acquisition of A. Schulman were substantially completed by the third quarter of 2020.\nIn 2019, we had pre-tax charges of $116 million ($89 million, after tax) for integration costs associated with our acquisition of A. Schulman.\nIn 2018, we had pre-tax acquisition-related transaction and integration costs of $73 million ($57 million, after tax) associated with the acquisition of A. Schulman.\nIn 2016, we had a pre-tax charge of $58 million ($37 million, after tax) for a pension settlement.\n(b)Interest expense and Income from continuing operations in 2020 include pre-tax charges of $69 million ($53 million, after tax) related to the redemption of $1,000 million aggregate principal amount of our then outstanding 6% senior notes due 2021 and \u20ac750 million aggregate principal amount of our then outstanding 1.875% guaranteed notes due 2022.\nIn 2017, we had pre-tax charges of $113 million ($106 million, after tax) related to the redemption of $1,000 million aggregate principal amount of our then outstanding 5% senior notes due 2019.\n(c)Income from continuing operations in 2019 and 2018 includes a non-cash tax benefit of $113 million and $358 million, respectively, from the previously unrecognized tax benefits and the release of associated accrued interest.\nAlso included in 2018 is a $34 million after tax gain on the sale of our carbon black subsidiary in France.\nIncome from continuing operations in 2017 includes an $819 million non-cash tax benefit related to the lower federal income tax rate resulting from the enactment of the U.S. Tax Cuts and Jobs Act, an after tax gain $103 million on the sale of our 27% interest in Geosel, a joint venture in France and a $20 million after tax gain on the sale of property in Lake Charles, Louisiana.\nIncome from continuing operations in 2016 includes $135 million of out-of-period adjustments related to taxes on our cross-currency swaps and deferred liabilities related to some of our consolidated subsidiaries. Also included in 2016, is an after tax gain of $78 million on the sale of our wholly owned Argentine subsidiary.\n(d)Includes Long-term debt and Current maturities of long-term debt.\n(e)We define working capital as the sum of Accounts receivable and Inventories less Accounts payable.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax rate, tax benefit. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01760", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nConsolidated Results of Operations and Financial Condition\nOverview\nWe are a global market leader in the design, development, manufacture, sale, service and support of commercial jetliners, military aircraft, satellites, missile defense, human space flight and launch systems and services. We are one of the two major manufacturers of 100+ seat airplanes for the worldwide commercial airline industry and one of the largest defense contractors in the U.S. While our principal operations are in the U.S., we conduct operations in an expanding number of countries and rely on an extensive network of non-U.S. partners, key suppliers and subcontractors.\nOur strategy is centered on successful execution in healthy core businesses - Commercial Airplanes (BCA), Defense, Space & Security (BDS), and Global Services (BGS) - supplemented and supported by Boeing Capital (BCC). Taken together, these core businesses have historically generated substantial earnings and cash flow that permit us to invest in new products and services. We focus on producing the products and providing the services that the market demands, and continue to find new ways to improve efficiency and quality to provide a fair return for our shareholders. BCA is committed to being the leader in commercial aviation by offering airplanes and services that deliver superior design, safety, efficiency and value to customers around the world. BDS integrates its resources in defense, intelligence, communications, security, space and services to deliver capability-driven solutions to customers at reduced costs. Our BDS strategy is to leverage our core businesses to capture key next-generation programs while expanding our presence in adjacent and international markets, underscored by an intense focus on growth and productivity. BGS provides support for commercial and defense through innovative, comprehensive, and cost-competitive product and service solutions. BCC facilitates, arranges, structures and provides selective financing solutions for our Boeing customers.\nBusiness Environment and Trends\nThe global outbreak of COVID-19 and the residual impacts of the 737 MAX grounding continue to have significant adverse impacts on our business and are expected to continue to negatively impact revenue, earnings and operating cash flow in future quarters. They are also having a significant impact on our liquidity - see Liquidity Matters in Note 1 to our Consolidated Financial Statements for a further discussion of liquidity and additional actions we are taking in response to these challenges.\nThe COVID-19 pandemic has caused an unprecedented shock to demand for air travel, creating a tremendous challenge for our customers, our business and the entire commercial aerospace manufacturing and services sector. Global economic growth, a primary driver for air travel, is expected to have declined to between -4% and -5% in 2020. The latest International Air Transport Association (IATA) forecast projected full-year 2020 passenger traffic to be down more than 60% compared to 2019 as global economic activity slows due to COVID-19, and governments severely restricted travel to contain the spread of the virus. The recovery remains slow and uneven as travel restrictions and varying regional travel protocols continue to impact air travel. Generally, we expect domestic travel to recover faster than international travel. As a result, we expect the narrow-body market to recover faster than the wide-body market. Also, the pace of the commercial market recovery will be heavily dependent on COVID-19 infection rates, progress on testing, government travel restrictions, and timing and availability of a vaccine. Air cargo traffic levels contracted this year due to weak global trade growth and capacity limitations given the large impact that COVID-19 has had on international passenger operations, which also carry cargo. Demand ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 12927_2020.htm (CIK: 12927, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01761", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nIndex\nHERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES\n(DEBTOR-IN-POSSESSION)\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nTo the Stockholders and the Board of Directors of Hertz Global Holdings, Inc.\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheets of Hertz Global Holdings, Inc. and subsidiaries (the Company) as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive income (loss), changes in equity and cash flows for each of the two years in the period ended December 31, 2020, and the related notes and financial statement schedules listed in the Index at Item 15(a) (collectively referred to as the \u201cconsolidated financial statements\u201d). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2020, in conformity with U.S. generally accepted accounting principles.\nWe also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 26, 2021 expressed an adverse opinion thereon.\nThe Company\u2019s Ability to Continue as a Going Concern\nThe accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has filed for relief under Chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the District of Delaware and has stated that substantial doubt exists about the Company\u2019s ability to continue as a going concern. Management's evaluation of the events and conditions and management\u2019s plans regarding these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.\nAdoption of New Accounting Standard\nAs discussed in Note 10 to the consolidated financial statements the Company changed its method of accounting for leases as a result of the adoption of Accounting Standards Update (ASU) No. 2016-02, Leases (Topic 842), and the related amendments, effective January 1, 2019.\nBasis for Opinion\nThese consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company\u2019s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statemen", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 47129_2020.htm (CIK: 47129, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01762", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7.-MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION\nAND RESULTS OF OPERATIONS\nThe following discussion should be read in conjunction with our audited financial statements and notes thereto included in Part IV, Item 15.-Exhibits and Financial Statement Schedules. This Annual Report on Form 10-K contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including but not limited to statements relating to the Company\u2019s strategic initiatives. Forward-looking statements typically are identified by use of terms such as \u201cmay\u201d, \u201cwill\u201d, \u201cshould\u201d, \u201cplan\u201d, \u201cproject\u201d, \u201cexpect\u201d, \u201canticipate\u201d, \u201cestimate\u201d, and similar words, although some forward-looking statements are expressed differently. These forward-looking statements are based upon the Company\u2019s current expectations and assumptions and are subject to various risks and uncertainties that could cause actual results and performance to differ materially. Some of these risks and uncertainties are described in the Company\u2019s filings with the Securities and Exchange Commission, including in Part I, Item 1A - Risk Factors section of this Annual Report on Form 10-K for the fiscal year ended February 1, 2020. Included among the risks and uncertainties that could cause actual results and performance to differ materially are the risks that the Company will be unsuccessful in gauging fashion trends and changing consumer preferences, risks related to COVID-19 (novel coronavirus) and its impacts on our markets (including decreased customer traffic at malls and other places our stores are located, closures of schools causing decreased demand for our products and negative impacts on our customers\u2019 spending patterns due to decreased income or actual or perceived wealth), the risks resulting from the highly competitive nature of the Company\u2019s business and its dependence on consumer spending patterns, which may be affected by changes in economic conditions, the risk that the Company\u2019s strategic initiatives to increase sales and margin are delayed or do not result in anticipated improvements, the risk of delays, interruptions and disruptions in the Company\u2019s global supply chain, including disruptions in supply due to COVID-19 (novel coronavirus) or other disease outbreaks, foreign sources of supply in less developed countries or more politically unstable countries, the risk that the cost of raw materials or energy prices will increase beyond current expectations or that the Company is unable to offset cost increases through value engineering or price increases, various types of litigation, including class action litigations brought under consumer protection, employment, and privacy and information security laws and regulations, the imposition of regulations affecting the importation of foreign-produced merchandise, including duties and tariffs, and the uncertainty of weather patterns. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date they were made. The Company undertakes no obligation to release publicly any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.\nAs used in this Annual Report on Form 10-K, references to the \u201cCompany\u201d, \u201cThe Children\u2019s Place\u201d, \u201cwe\u201d, \u201cus\u201d, \u201cour\u201d, and similar terms refer to The Children\u2019s Place, Inc. and its subsidiaries. Our fiscal year ends on the Saturday on or nearest to January 31. Other terms that are commonly used in our management\u2019s discussion and analysis of financial condition and results of operations are defined as follows:\n\u2022\nFiscal 2019 - The fifty-two weeks ended February 1, 2020\n\u2022\nFiscal 2018 - The fifty-two weeks ended February 2, 2019\n\u2022\nFiscal 2017 - The fifty-three weeks ended February 3, 2018\n\u2022\nFiscal 2020 - Our next fiscal year representing the fifty-two weeks ending January 30, 2", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1041859_2020.htm (CIK: 1041859, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01763", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.\nThe following discussion of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the related notes thereto included elsewhere in this Annual Report on Form 10-K beginning on page. The following discussion contains forward-looking statements that involve risks and uncertainties. Investors should not place undue reliance on these forward-looking statements. These forward-looking statements are based on current expectations and actual results could differ materially from those discussed herein. Factors that could cause or contribute to the differences are discussed in Item 1A, \u201cRisk Factors\u201d and elsewhere in this Annual Report on Form 10-K. Our actual results could differ materially from those predicted in these forward-looking statements, and the events anticipated in the forward-looking statements may not actually occur. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. We are under no duty to update any of the forward-looking statements after the date of this Annual Report on Form 10-K to conform these statements to actual results or to reflect the occurrence of unanticipated events, unless required by applicable laws or regulations.\nResults of Operations\nYear Ended December 31, 2020 Compared to the Year Ended December 31, 2019\nRevenues- For the year ended December 31, 2020, we generated revenues from continuing operations of approximately $14.29 million, compared to approximately $16.49 million for the year ended December 31, 2019, a decrease of $2.20 million. The year-over-year decrease was driven by a dispensary revenue decline of $5.98 million which was partially offset by cultivation and manufacturing revenue increases of which totaled $3.78 million. The dispensary revenue was hit by a customer traffic decline from COVID-19 and six combined months of store closures for our two Bay area dispensaries due to civil unrest.\nGross Profit and Gross Margin- Our gross profit for the year ended December 31, 2020 was approximately $3.60 million, compared to a gross profit of approximately, $10.35 million for the year ended December 31, 2019, a decrease of $6.75 million. Our gross margin for the year ended December 31, 2020 was approximately 25.2%, compared to approximately 62.8% for the year ended December 31, 2019. Most of the gross profit decrease came about because of less year-over-year dispensary revenue as well as higher cost of sales in our cultivation and production operations.\nSelling, General and Administrative Expenses- Selling, general and administrative expenses for the year ended December 31, 2020 were approximately $24.60 million, compared to approximately $36.68 million for the year ended December 31, 2019, a decrease of $12.08 million. In general the decrease was due to costs driven out of the company as we narrowed our focus onto a few key assets. The following areas were examples of this:(i) a $3.162 million decrease in salaries / payroll taxes, (ii) a $2.47 million decrease in option expense, (iii) a $1.57 million decrease in allowance for doubtful accounts, (iv) a $1.49 million decrease in advertising & promotion expense, (v) a $0.53 million decrease in insurance expense, (vi) a $0.49 million decrease in legal fees, (vii) a $0.47 million decrease in amortization expense, (viii) a $0.45 million decrease in accounting fees, and (ix) a $0.44 million decrease in consulting and other professional fees.\nOther Operating Gain/Expense - Other operating expenses for the year ended December 31, 2020 were approximately $19.88 million, compared to Other expenses of $8.58 million in the year ended December 31, 2019, an increase in $11.30 million.The 2020 activity was driven by goodwill impairment charges of $19.91 million.\n", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1451512_2020.htm (CIK: 1451512, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01764", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nFactors that May Affect Future Results\n1. We may require additional funds to achieve our business objectives and any inability to obtain funding will impact our business.\nWe may incur operating losses in future periods because there are expenses associated with the acquisition, exploration and development of natural resource properties. We may need to raise additional funds in the future through public or private debt or equity sales to fund our future operations and fulfill contractual obligations. These financings may not be available when needed, and even if these financings are available, they may be on terms that we deem unacceptable or are materially adverse to your interests with respect to dilution of book value, dividend preferences, liquidation preferences or other terms. Any inability to obtain financing could have an adverse effect on our ability to implement our business objectives and as a result, could require us to diminish or suspend our operations or cause a materially adverse effect on our business. Obtaining additional financing would be subject to a number of factors, including the market prices for gold, silver and other minerals. These factors may make the timing, amount, terms or conditions of additional financing unavailable to us.\n2. Because our Directors may serve as officers and directors of other companies engaged in mineral exploration, a potential conflict of interest could negatively impact our ability to acquire properties to explore and to run our business.\nOur Directors and Officers may work for other mining and mineral exploration companies. Due to time demands placed on our Directors and Officers, and due to the competitive nature of the exploration business, the potential exists for conflicts of interest to occur from time to time that could adversely affect our ability to conduct our business. The Officers and Directors\u2019 employment and affiliations with other entities limit the amount of time they can dedicate to us. Also, our Directors and Officers may have a conflict of interest in helping us identify and obtain the rights to mineral properties because they may also be considering the same properties. To mitigate these risks, we work with several technical consultants in order to ensure that we are not overly reliant on any one of our Officers and Directors to provide us with technical services. However, we cannot be certain that a conflict of interest will not arise in the future. To date, there have not been any conflicts of interest between any of our Directors or Officers and the Company.\n3. Because of the speculative nature of exploration and development, there are substantial risks in our business model.\nThe search for valuable natural resources as a business is extremely risky. We can provide investors with no assurance that the properties we own contain commercially exploitable reserves. Exploration for natural resources is speculative and involves risk. Few properties that are explored are ultimately developed into producing commercially feasible reserves. Problems such as unusual or unexpected formations and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts. In such a case, we would be unable to complete our business plan.\n4. Because of the unique difficulties and uncertainties inherent in mineral exploration and the mining business, we face risks.\nPotential investors should be aware of the difficulties normally encountered by mineral exploration companies. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the exploration of the mineral properties that we plan to undertake. These potential problems include, but are not limited to, unanticipated problems relating to exploration and additional costs and expenses that may exceed current estimates. In addition, the search for valuable minerals involves nu", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1080448_2020.htm (CIK: 1080448, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01765", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nThe information required by this Item will be presented in, and is incorporated herein by reference to, CapStar Financial\u2019s Definitive Proxy Statement for the 2021 Annual Meeting of Shareholders which will be filed with the SEC within 120 days of December 31, 2020.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1676479_2020.htm (CIK: 1676479, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01766", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nThe Financial Statements and Supplementary Data required by this item are in Item 15 of Part IV, \u201cIndex to Financial Statements\u201d at page of this Annual Report and are incorporated herein by reference.\nItem 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1757932_2020.htm (CIK: 1757932, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01767", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nAn investment in our common stock or debt securities involves risks and uncertainties and our actual results and future trends may differ materially from our past or projected future performance. We urge investors to consider carefully the risk factors described below in evaluating the information contained in this report.\nRisks Related to COVID-19\nWe face significant risks related to the spread of the COVID-19 virus and developments surrounding the global pandemic have had, and will continue to have, significant effects on our business, financial condition, results of operations, and cash flows. We also face significant risks related to the global economic downturn and severe reduction in commercial air traffic caused by the pandemic. These risks include materially reduced demand for our products and services, increased instability in our supply chain, and challenges to the ongoing viability of some of our customers. We may face similar risks in connection with any future public health crises, including resurgences in the spread of COVID-19.\nThe COVID-19 pandemic has subjected our business, operations, financial performance, cash flows and financial condition to a number of risks, including, but not limited to those discussed below.\nOperations-related risks: As a result of the COVID-19 pandemic, we are facing increased operational challenges from the need to protect employee health and safety. These challenges have included, and may in the future include production site shutdowns, and workplace disruptions and restrictions on the movement of people, raw materials and goods, both at our own facilities and those of our customers and suppliers.\nFor example, during the second quarter of 2020, we temporarily suspended operations in Puget Sound, South Carolina, and Philadelphia, as well as at several other key production sites. We had not previously experienced a complete suspension of our operations at these production sites. While we have resumed operations at all of our production sites we cannot predict whether or where further production disruptions could be required or what the ongoing impact of COVID-19-related operating restrictions will be. For example, we continue to experience additional operating costs due to social distancing requirements and other factors related to COVID-19 restrictions. We cannot predict the impact that future production disruptions may have on our business, operations, financial performance and financial condition. We continue to monitor federal, state, and municipal health authorities for new or modified guidance and requirements concerning the COVID-19 pandemic, and we may be required to impose additional operational restrictions and/or suspend operations at key production sites based on these requirements and recommendations and/or workplace disruptions caused by COVID-19.\nMany of our suppliers also were required to suspend operations during the second quarter of 2020, and they may experience additional disruptions in 2021. Any such disruptions could have severe adverse impacts on our production costs, delivery schedule and/or ability to meet customer commitments.\nAny prolonged suspension of operations or delayed recovery in our operations, and/or any similar suspension of operations or delayed recovery at one or more of our key suppliers, or the failure of any of our key suppliers, would result in further challenges to our business, leading to a further material adverse effect on our business, financial condition, results of operations, and cash flows.\nLiquidity risks: The COVID-19 pandemic has also had a significant impact on our liquidity and overall debt levels. During the year ended December 31, 2020, net cash used by operating activities was $18.4 billion. At December 31, 2020, cash and short-term investments totaled $25.6 billion. Our debt balance totaled $63.6 billion at December 31, 2020, up from $27.3 billion at December 31, 2019. We expect negative operating cash", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 12927_2020.htm (CIK: 12927, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01768", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nThe information required to be furnished pursuant to this item for IPALCO will be set forth under the caption \u201cExecutive Compensation\u201d in the Proxy Statement, which information is incorporated herein by reference.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 728391_2020.htm (CIK: 728391, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01769", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors.\nAn investment in our securities involves a high degree of risk. You should consider carefully all of the risks described below, together with the other information contained in this Form 10-K, before making a decision to invest in our Units, warrants or shares. If any of the following events occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment.\nRisks relating to Our Business and the Initial Business Combination\nOur public stockholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete our initial business combination even though a majority of our public stockholders do not support such a combination.\nWe may choose not to hold a stockholder vote to approve our initial business combination unless the initial business combination would require stockholder approval under applicable law or stock exchange listing requirements or if we decide to hold a stockholder vote for business or other reasons. Except as required by law, the decision as to whether we will seek stockholder approval of a proposed initial business combination or will allow stockholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors, such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek stockholder approval. Accordingly, we may complete our initial business combination even if holders of a majority of our public shares do not approve of the initial business combination we complete.\nIf we seek stockholder approval of our initial business combination, our initial stockholders have agreed to vote in favor of such initial business combination, regardless of how our public stockholders vote.\nPursuant to the letter agreement, our initial stockholders have agreed to vote their founder shares, as well as any public shares purchased during or after the Initial Public Offering (including in open market and privately negotiated transactions), in favor of our initial business combination. As a result, in addition to our initial stockholders\u2019 founder shares, we would need only 11,364,707, or 41.2% (assuming all outstanding shares are voted), or 3,247,060, or 11.8% (assuming only the minimum number of shares representing a quorum are voted), of the 27,600,000 public shares sold in the Initial Public Offering to be voted in favor of an initial business combination in order to have our initial business combination approved. Our initial stockholders own shares representing approximately 15% of our outstanding shares of common stock, subject to proportional decreases due to the potential forfeiture of shares by our Sponsor. Accordingly, if we seek stockholder approval of our initial business combination, the agreement by our initial stockholders to vote in favor of our initial business combination will increase the likelihood that we will receive the requisite stockholder approval for such initial business combination.\nYour only opportunity to affect the investment decision regarding a potential business combination will be limited to the exercise of your right to redeem your shares from us for cash, unless we seek stockholder approval of the initial business combination.\nAt the time of your investment in us, you will not be provided with an opportunity to evaluate the specific merits or risks of our initial business combination. Since our board of directors may complete an initial business combination without seeking stockholder approval, public stockholders may not have the right or opportunity to vote on the initial business combination, unless we seek such stockholder vote.\nAccordingly, if we do not seek stockholder approval, your only opportunity to affect the investment decision regardi", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1826814_2020.htm (CIK: 1826814, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01770", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nThe risks and uncertainties described below can adversely affect our business, operating results, prospects and financial condition. These risks and uncertainties could cause our actual results to differ materially from those presented in our forward-looking statements.\nGeneral Risks of the Company\nBecause there is no public trading market for our stock, it will be difficult for stockholders to sell their stock.\nThere is no current public market for our stock and there is no assurance that a public market will ever develop for our stock. Our charter contains restrictions on the ownership and transfer of our stock, and these restrictions may inhibit our stockholders\u2019 ability to sell their stock. Our charter prevents any one person from owning more than 9.8% in number of shares or value, whichever is more restrictive, of the outstanding shares of any class or series of our stock unless exempted by our board of directors. Our charter also limits our stockholders\u2019 ability to transfer their stock to prospective stockholders unless (i) they meet suitability standards regarding income or net worth, and (ii) the transfer complies with minimum purchase requirements.\nWe believe the value of our stock owned by our stockholders has declined substantially from the issue price. It may be difficult for our stockholders to sell their stock promptly or at all. If our stockholders are able to sell shares of stock, they may only be able to sell them at a substantial discount from the price they paid. This may be the result, in part, because the amount of funds available for investment was reduced by sales commissions, dealer manager fees, organization and offering expenses, and acquisition fees and expenses. As of December 31, 2020, our estimated per-share value of our common stock was $2.90 per share. Unless our aggregate investments increase in value to compensate for upfront fees and expenses and prior declines in value, it is unlikely that our stockholders will be able to sell their stock without incurring a substantial loss. We cannot assure our stockholders that their stock will ever appreciate in value to equal the price they paid for their stock. It is also likely that their stock would not be accepted as the primary collateral for a loan. Stockholders should consider their stock as an illiquid investment, and they must be prepared to hold their stock for an indefinite period of time.\nWe have limited liquidity and we may be required to pursue certain measures in order to maintain or enhance our liquidity.\nLiquidity is essential to our business and our ability to operate and to fund our existing obligations. We are dependent on external debt financing, joint venture opportunities and cash from our operating properties to fund our ongoing operations. We may not find suitable joint venture partners willing to provide capital at terms acceptable to us or at all. Our access to debt financing depends on the willingness of third parties to provide us with corporate- or asset-level debt. It also depends on conditions in the capital markets generally. Companies in the real estate industry have at times historically experienced limited availability of capital, and new capital sources may not be available on acceptable terms, if at all. We cannot be certain that sufficient funding will be available to us in the future on terms that are acceptable to us, if at all. If we cannot obtain sufficient funding on acceptable terms, or at all, we will not be able to operate and/or grow our business, which would likely have a negative impact on the value of our common stock and our ability to make distributions to our stockholders. In such an instance, a lack of sufficient liquidity would have a material adverse impact on our operations, cash flow, financial condition and our ability to continue as a going concern. We may be required to pursue certain measures in order to maintain or enhance our liquidity, including seeking the extension", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1310383_2020.htm (CIK: 1310383, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01771", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors.\nOur business is subject to a number of risks. You should carefully consider the risks and uncertainties described below together with all of the other information contained in this Annual Report on Form 10-K, including the Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations section and the consolidated financial statements and the related notes thereto in evaluating our company. The risks described below are not the only risks facing us. The occurrence of any of the following risks, or of additional risks and uncertainties not presently known to us or that we currently believe to be immaterial, could cause our business, prospects, results of operations and financial condition to suffer materially.\nRisks Related to Our Financial Position and Need for Additional Capital\nWe have incurred significant losses since our inception, have no products approved for sale and we expect to incur substantial losses for the foreseeable future and may never achieve or maintain profitability.\nSince inception, we have incurred significant operating losses. Our net losses were $39.3 million and $42.7 million for the years ended December 31, 2020 and 2019, respectively. As of December 31, 2020, we had an accumulated deficit of $162.7 million. To date, we have financed our operations primarily with proceeds from sales of preferred stock (including borrowings under convertible promissory notes, which converted into preferred stock in 2015), payments under the license and collaboration agreement, or the Regeneron Agreement, to which we are a party with Regeneron Pharmaceuticals, Inc., or Regeneron, and, most recently, from the sale of common stock in our initial public offering, or IPO. Since inception, we have devoted substantially all of our resources on organizing and staffing, business planning, raising capital, establishing our intellectual property portfolio and performing research and development of our product candidates, programs and platform. We are still in the early stages of development of our product candidates, and we have not completed development of any product candidates. We expect to continue to incur significant expenses and operating losses over the next several years. Our operating expenses and net losses may fluctuate significantly from quarter to quarter and year to year. We anticipate that our expenses and capital expenditures will increase substantially if and as we:\n\u2022\nsubmit an investigational new drug application, or IND, or clinical trial application, or CTA, and initiate a planned Phase 1/2 clinical trial of our lead gene therapy product candidate, DB-OTO, for the treatment of profound hearing loss due to mutation of the otoferlin, or OTOF, gene;\n\u2022\ncontinue our current research programs and our preclinical development of DB-OTO, DB-ATO, AAV.103, AAV.104, AAV.201 and any product candidates that may arise from our current or future research programs;\n\u2022\ncontinue our clinical development of DB-020, including our ongoing Phase 1b clinical trial;\n\u2022\nadvance additional product candidates into preclinical and clinical development;\n\u2022\nexpand the capabilities of and invest in our platform;\n\u2022\nseek marketing approvals for any product candidates that successfully complete clinical trials;\n\u2022\nultimately establish a sales, marketing and distribution infrastructure to commercialize any products for which we may obtain marketing approval;\n\u2022\nexpand, maintain and protect our intellectual property portfolio;\n\u2022\nhire additional clinical, regulatory, quality control and scientific personnel;\n\u2022\nestablish and maintain agreements with manufacturers for our product candidates; and\n\u2022\nadd operational, legal, compliance, financial and management information systems and personnel, including personnel to support our research, product development and future commercialization efforts and support our operations as a public company.\nIn addition, our expenses will increase if, among other things:\n\u2022\nwe are", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1656536_2020.htm (CIK: 1656536, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01772", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nIncorporated by reference from Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report.\nITEM 7A.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 80661_2020.htm (CIK: 80661, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01773", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosure about Market Risk\nAs of December 31, 2020, we had cash, cash equivalents and investments of $176.3 million, which consisted of cash, money market accounts, U.S. government money market funds, U.S government treasury bills and U.S. government treasury notes. Interest income is sensitive to changes in the general level of interest rates; however, due to the nature of these investments, an immediate 10% change in interest rates would not have a material effect on the fair market value of our investment portfolio.\nAs of December 31, 2020, we had $75.0 million of borrowings outstanding under the 2018 Credit Facility. Outstanding borrowings under the 2018 Credit Facility accrue at a rate of the one-month U.S. LIBOR rate plus 5.50%. An immediate 10% change in the one-month U.S. LIBOR rate would not have a material impact on our debt-related obligations, financial position or results of operations.\nWe are not currently exposed to significant market risk related to changes in foreign currency exchange rates; however, we have contracted with and may continue to contract with foreign vendors that are located in Europe, Australia and China. Our operations may be subject to fluctuations in foreign currency exchange rates in the future.\nInflation generally affects us by increasing our cost of labor. We do not believe that inflation had a material effect on our business, financial condition or results of operations during the year ended December 31, 2020.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1709401_2020.htm (CIK: 1709401, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01774", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nExecutive Summary\nWe are a customer-focused, growth-oriented electric and natural gas utility company with a mission of Improving Life with Energy and a vision to be the Energy Partner of Choice. The Company provides electric and natural gas utility service to 1.3 million customers over 800 communities in eight states, including Arkansas, Colorado, Iowa, Kansas, Montana, Nebraska, South Dakota and Wyoming. We conduct our business operations through four reportable segments: Electric Utilities, Gas Utilities, Power Generation and Mining. Certain unallocated corporate expenses that support our operating segments are presented as Corporate and Other. The Company conducts its utility operations under the name Black Hills Energy predominantly in rural areas of the Rocky Mountains and Midwestern states. The Company\u2019s Electric Utilities are supported by our Power Generation and Mining segments, which are mostly contracted to company affiliates and subject to utility-like regulation and oversight. The Power Generation segment produces electric power from its five generating facilities and sells most of the electric capacity and energy to our Electric Utilities under mid- and long-term contracts. The Mining segment, consisting of a single coal mine near Gillette, Wyoming, sells nearly all production to fuel the five on-site, mine-mouth power generation facilities. With more than 90% of the Company\u2019s assets directly invested in its regulated utility businesses and the Power Generation and Mining segments supporting its electric utilities mainly through long-term contracts, the Company considers itself a domestic, pure-play electric and natural gas utility company.\nThe Company has provided energy and served customers for 137 years, since the 1883 gold rush days in Deadwood, South Dakota. Throughout our history, the common thread that unites the past to the present is our commitment to serve our customers and communities. Our strategic focus has not changed in over a century - serving customers with affordable, reliable and safe energy and being strong environmental stewards. Our strategy today continues that emphasis on serving customers and being responsive to the people and communities we serve. Customer expectations are rapidly changing with the advancement of technology and customers are demanding simpler, faster and more convenient solutions to their energy needs. Customers and other stakeholders are demanding cleaner energy solutions to address concerns around carbon emissions. In this rapidly changing energy environment, we are Ready to serve.\nOur strategy focuses on improving the way we serve customers with safe, reliable, affordable and cleaner energy while improving the lives of the customers and communities we serve. Our emphasis is on consistently outperforming utility industry averages in key safety metrics; transforming the customer experience; growing our electric and natural gas customer load; pursuing operating efficiencies; and modernizing utility infrastructure. These areas of focus will present the company with significant investment needs as we modernize our infrastructure systems, meet customer growth and fulfill customer expectations for cleaner energy services. It will also allow us to better understand our customer and community needs while providing more intuitive and cost-effective interactions.\nKey Elements of our Business Strategy\nModernize, replace and operate utility infrastructure to meet our customers\u2019 energy needs while providing safe, reliable, affordable and cleaner energy. Our utilities own and operate large electric and natural gas infrastructure systems with a geographic footprint that spans nearly 1,600 miles of the United States. Our Electric Utilities own and operate 992 MW of generation capacity and 8,900 miles of transmission and distribution lines and our Gas Utilities own and operate 47,000 miles of ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1130464_2020.htm (CIK: 1130464, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01775", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.\nSome of our operations are carried out in the Republic of South Africa, or RSA, and we are subject to specific considerations and significant risks not typically associated with companies in North America and Western Europe. Accordingly, our business, financial condition and results of operations may be influenced by the political, economic and legal environments in the RSA, and by the general state of the RSA economy. Our results may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things.\nForeign Exchange Risk\nWe are exposed to foreign exchange risk as our revenues and consolidated results of operations may be affected by fluctuations in foreign currency as we translate these currencies into U.S. dollars when we consolidate our financial results. Operating outside of the United States further exposes us to foreign exchange risk, which we monitor. We are most sensitive to changes in the exchange rates of the South African rand, the renminbi, the euro and the U.S. dollar. We have more ZAR expenses than we do sales in South Africa. Furthermore, a portion of our consolidated revenues are denominated in South African Rand, or ZAR, certain of our assets are denominated in ZAR, and our research and marketing operations in South Africa utilize South African labor sources. A decrease in the value of the U.S. dollar in relation to the ZAR could increase our cost of doing business in South Africa. Alternatively, if the ZAR depreciates against the U.S. Dollar, the value of our ZAR revenues, earnings and assets as expressed in our U.S. Dollar financial statements will decline. In China we have more renminbi expenses than we do sales, because we manufacture our products in China that we sell globally. A decrease in the value of the U.S. dollar in relation to the renminbi could increase our cost of purchasing products in China. We have not entered into any hedging transactions in an effort to reduce our exposure to foreign exchange risk. In Europe we have significantly more sales than we do expenses. Since 64% of our sales is derived outside the U.S. where the U.S. dollar is not the primary currency, significant fluctuations in exchange rates such as the strengthening of the dollar versus our customers' local currency can adversely affect our ability to remain competitive in those areas.\nInflation\nInflationary factors such as increases in the cost of our sales and overhead costs may adversely affect our operating results. Although we do not believe that inflation has had a material impact on our financial position or results of operations to date, a high rate of inflation in the future may have an adverse effect on our ability to maintain current levels of gross margin and selling, general and administrative expenses as a percentage of net sales if the selling prices of our products do not increase with these increased costs.\nITEM 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1456189_2020.htm (CIK: 1456189, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01776", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk.\nThe Partnership is a commodity pool engaged primarily in the speculative trading of Futures Interests. The market-sensitive instruments held by the Partnership are acquired for speculative trading purposes only and, as a result, all or substantially all of the Partnership\u2019s assets are at risk of trading loss. Unlike an operating company, the risk of market-sensitive instruments is inherent to the primary business activity of the Partnership.\nThe Futures Interests on such contracts traded by the Partnership involve varying degrees of related market risk. Market risk is often dependent upon changes in the level or volatility of held interest rates, exchange rates, and prices of financial instruments and commodities, factors that result in frequent changes in the fair value of the Partnership\u2019s open positions, and consequently in its earnings, whether realized or unrealized, and cash flow. Gains and losses on open positions of exchange-traded futures, exchange-traded forward and exchange-traded futures-styled option contracts are settled daily through variation margin. Gains and losses on non-exchange-traded forward currency contracts and forward currency option contracts are settled upon termination of the contract. Gains and losses on non-exchange-traded forward currency option contracts are settled on an agreed-upon settlement date.\nThe Partnership\u2019s total market risk may increase or decrease as it is influenced by a wide variety of factors, including, but not limited to, the diversification among the Partnership\u2019s open positions, the volatility present within the markets, and the liquidity of the markets.\nThe face value of the market sector instruments held by the Partnership is typically many times the applicable margin requirements. Margin requirements generally range between 2% and 15% of contract face value. Additionally, the use of leverage causes the face value of the market sector instruments held by the Partnership typically to be many times the total capitalization of the Partnership.\nThe Partnership\u2019s past performance is no guarantee of its future results. Any attempt to numerically quantify the Partnership\u2019s market risk is limited by the uncertainty of its speculative trading. The Partnership\u2019s speculative trading and use of leverage may cause future losses and volatility (i.e., \u201crisk of ruin\u201d) that far exceed the Partnership\u2019s experience to date as discussed under the \u201cPartnership\u2019s Value at Risk in Different Market Sectors\u201d section and significantly exceed the Value at Risk tables disclosed.\nLimited partners will not be liable for losses exceeding the current net asset value of their investment.\nQuantifying the Partnership\u2019s Trading Value at Risk\nThe following quantitative disclosures regarding the Partnership\u2019s market risk exposures contain \u201cforward-looking statements\u201d within the meaning of the safe harbor from civil liability provided for such statements by the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the \u201cExchange Act\u201d)). All quantitative disclosures in this section are deemed to be forward-looking statements for purposes of the safe harbor, except for statements of historical fact.\nThe Partnership accounts for open positions on the basis of fair value accounting principles. Any loss in the market value of the Partnership\u2019s open positions is directly reflected in the Partnership\u2019s earnings and cash flow.\nThe Partnership\u2019s risk exposure in the market sectors traded by the Trading Advisors is estimated below in terms of Value at Risk. Please note that the Value at Risk model is used to numerically quantify market risk for historic reporting purposes only and is not utilized by either Ceres or the Trading Advisors in their daily risk management activities.\nValue at Risk is a measure of the maximum amount which the Partnersh", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1066656_2020.htm (CIK: 1066656, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01777", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. Risk Factors\nThe material risks that management believes affect the Company are described below. You should carefully consider the risks as described below, together with all of the information included herein. The risks described below are not the only risks the Company faces. Additional risks not presently known also may have a material adverse effect on the Company\u2019s results of operations and financial condition.\nRisks Related to Covid-19\nThe COVID-19 pandemic has adversely affected our business, financial condition and results of operations, and the ultimate impacts of the pandemic on our business, financial condition and results of operations will depend on future developments and other factors that are highly uncertain and will be impacted by the scope and duration of the pandemic and actions taken by governmental authorities in response to the pandemic.\nThe ongoing COVID-19 global and national health emergency has caused significant disruption in the international and United States economies and financial markets and has had an adverse effect on our business, financial condition and results of operations. The spread of COVID-19 has caused illness, quarantines, cancellation of events and travel, business and school shutdowns, reduction in business activity and financial transactions, supply chain interruptions and overall economic and financial market instability. In response to the COVID-19 pandemic, the governments of the states in which we do business, and of most other states, have taken preventative or protective actions, such as imposing restrictions on travel and business operations, advising or requiring individuals to limit or forego their time outside of their homes, and ordering temporary closures of businesses that have been deemed to be non-essential. These restrictions and other consequences of the pandemic have resulted in significant adverse effects for many different types of businesses, including, among others, those in the travel, hospitality and food and beverage industries, and have resulted in a significant number of layoffs and furloughs of employees nationwide and in the regions in which we operate. It has also negatively affected individuals ability to work, which impacts the housing and multi-family rental markets.\nThe ultimate effects of COVID-19 on the broader economy and the markets that we serve are not known nor is the ultimate length of the restrictions described above. Additionally, it is not known when COVID-19 can be controlled and abated. Moreover, the Federal Reserve has taken action to lower the Federal Funds rate, which may negatively affect our interest income and, therefore, earnings, financial condition and results of operation. Additional impacts of COVID-19 on our business could be widespread and material, and may include, or exacerbate, among other consequences, the following:\n\u25cfthe demand for our products and services may decline, making it difficult to grow assets and income;\n\u25cfif the economy is unable to substantially reopen or remain reopened, and high levels of unemployment continue for an extended period of time, loan delinquencies, problem assets, and foreclosures may increase, resulting in increased charges and reduced income;\n\u25cfcollateral for loans, especially real estate, may decline in value, which could cause loan losses to increase;\n\u25cfour allowance for loan losses may increase if borrowers experience financial difficulties, which will adversely affect our net income;\n\u25cfthe net worth and liquidity of loan guarantors may decline, impairing their ability to honor commitments to us;\n\u25cfas the result of the decline in the Federal Reserve Board\u2019s target federal funds rate to near 0%, the yield on our assets may decline to a greater extent than the decline in our cost of interest-bearing liabilities, reducing our net interest margin and spread and reducing net income; and\n\u25cfour cyber security risks are increased as the result of an increase in the number of employees wo", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1531031_2020.htm (CIK: 1531031, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01778", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nThe information required by this item is incorporated by reference to the information contained in the sections of our 2020 Proxy Statement captioned \u201cCompensation Discussion and Analysis,\" \"Summary Compensation Tables,\" \u201cCompensation of our Board of Directors\" and \u201cCompensation Committee Interlocks and Insider Participation.\u201d\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1262976_2020.htm (CIK: 1262976, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01779", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nInformation in the Proxy Statement under the captions \u201cCompensation Discussion and Analysis,\u201d \u201cBoard of Directors and Corporate Governance,\u201d and \u201cExecutive Compensation\u201d is incorporated herein by reference.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 884219_2020.htm (CIK: 884219, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01780", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nThe following discussion should be read in conjunction with our audited financial statements and the related notes for the years ended October 31, 2020 and October 31, 2019 that appear elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include but are not limited to those discussed below and elsewhere in this annual report, particularly in the section entitled \u201cRisk Factors\u201d beginning on page 29 of this annual report.\nCritical Accounting Policies and Estimates\nRevenue Recognition\nDuring Fiscal 2019, the Company acquired full ownership of all products under its Global Distribution Agreement directly from the technology holder and in turn re-sold the products through by wholesale through sub-distributors and also directly to end users via e-commerce. The Company determined that it is the primary obligator as it i) is responsible for fulfillment; ii) assumes full inventory risk; iii) has no right of return of unsold product; iv) has the sole right to establish selling prices; v) has physical loss inventory risk and vi) has credit risk. The Company recognizes revenue, at the gross amount invoiced, when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when the following criteria are met persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, price is fixed and determinable, and collectability is reasonably assured.\nUse of Estimates\nThe preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the fiscal year. The Company bases its estimates on historical experience, current conditions and on other assumptions that it believes to be reasonable under the circumstances. Actual results could differ from those estimates and assumptions.\nIncome Taxes\nDeferred income tax assets and liabilities are determined based on temporary differences between financial reporting and tax bases of assets and liabilities, operating loss, and tax credit carryforwards, and are measured using the enacted income tax rates and laws that will be in effect when the differences are expected to be recovered or settled. Realization of certain deferred income tax assets is dependent upon generating sufficient taxable income in the appropriate jurisdiction. The Company records a valuation allowance to reduce deferred income tax assets to amounts that are more likely than not to be realized. The initial recording and any subsequent changes to valuation allowances are based on a number of factors (positive and negative evidence). The Company considers its actual historical results to have a stronger weight than other, more subjective, indicators when considering whether to establish or reduce a valuation allowance.\nThe Company continually evaluates its uncertain income tax positions and may record a liability for any unrecognized tax benefits resulting from uncertain income tax positions taken or expected to be taken in an income tax return. Estimated interest and penalties are recorded as a component of interest expense and other expense, respectively.\nBecause tax laws are complex and subject to different interpretations, significant judgment is required. As a result, the Company makes certain estimates and assumptions in: (1) calculating its income tax expense, deferred tax assets, and deferred tax liabilities; (2) d", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax expense, deferred tax, tax rate. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01781", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\nThe information contained in this section should be read in conjunction with \u201cITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\u201d. This discussion contains forward-looking statements, which relate to future events or the future performance or financial condition of Owl Rock Core Income Corp. and involves numerous risks and uncertainties, including, but not limited to, those described in \u201cITEM 1A. RISK FACTORS\u201d. This discussion also should be read in conjunction with the \u201cCautionary Statement Regarding Forward Looking Statements\u201d set forth on page 1 of this Annual Report on Form 10-K. Actual results could differ materially from those implied or expressed in any forward-looking statements.\nOverview\nOwl Rock Core Income Corp. (the \u201cCompany\u201d, \u201cwe\u201d, \u201cus\u201d, or \u201cour\u201d) is an externally managed, non-diversified closed-end management investment company that has elected to be treated as a business development company (\u201cBDC\u201d) under the 1940 Act. Formed as a Maryland corporation on April 22, 2020, we are externally managed by Owl Rock Capital Advisors LLC (the \u201cAdviser\u201d) which is responsible for sourcing potential investments, conducting due diligence on prospective investments, analyzing investment opportunities, structuring investments and monitoring our portfolio on an ongoing basis. The Adviser is registered as an investment adviser with the Securities and Exchange Commission (\u201cSEC\u201d). We intend to elect to be treated as a RIC under Subchapter M of the Code, and we intend to operate in a manner so as to to qualify for the tax treatment applicable to RICs. On October 23, 2020, we formed a wholly-owned subsidiary, OR Lending IC LLC, a Delaware limited liability company.\nWe are managed by our Adviser. Our Adviser is registered with the SEC as an investment adviser under the Advisers Act. Subject to the overall supervision of our Board, our Adviser manages the day-to-day operations of, and provides investment advisory and management services, to us. The Adviser or its affiliates may engage in certain organizational activities and receive attendant arrangement, structuring or similar fees. Our Adviser is responsible for managing our business and activities, including sourcing investment opportunities, conducting research, performing diligence on potential investments, structuring our investments, and monitoring our portfolio companies on an ongoing basis through a team of management professionals. Our Board consists of eight directors, five of whom are independent.\nWe have received an exemptive order that permits us to offer multiple classes of shares of common stock and to impose asset-based servicing and distribution fees and early withdrawal fees. We intend to offer on a best efforts, continuous basis up to $2,500,000,000 in any combination of amount of shares of Class S, Class D, and Class I common stock. The share classes have different upfront selling commissions and ongoing servicing fees. Each class of common stock will be offered through Owl Rock Capital Securities LLC (d/b/a Owl Rock Securities) (the \u201cDealer Manager\u201d). The Dealer Manager is entitled to receive upfront selling commissions of up to 3.50% of the offering price of each Class S share sold in the offering and 1.50% of the offering price of each Class D share sold. Class I shares are not subject to upfront selling commissions. Any upfront selling commissions for the Class S shares and Class D shares sold in the offering will be deducted from the purchase price. Class S, Class D and Class I shares will be offered at initial purchase prices per shares of $10.35, $10.15 and $10.00, respectively. Thereafter, the purchase price per share for each class of common stock will vary and will not be sold at a price below the Company\u2019s net asset value per share of such class, as determined in accordance with the Company\u2019s share pricing policy, plus applicable upfront selling co", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1812554_2020.htm (CIK: 1812554, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01782", "source": "edgar", "source_license": "public_domain", "text": "Item 7A.\nQuantitative and Qualitative Disclosures About Market Risk\nOur exposure to market risk is currently confined to our cash and cash equivalents, short-term investments and debt. We have not used derivative financial instruments for speculation or trading purposes. The primary objectives of our investment activities are to preserve our capital for the purpose of funding operations while maximizing the income we receive from our investments without significantly increasing risk. To achieve these objectives, our investment policy allows us to maintain a portfolio of cash equivalents and short-term investments through a variety of securities, including U.S. Treasury securities, U.S. government agency securities, and money market funds. Our cash and cash equivalents as of both December 31, 2020 and December 31, 2019 primarily included amounts in bank deposit accounts and money market funds, and we did not have any short-term investments as of either such date. We believe that a change in average interest rates would not affect our interest income and results of operations by a material amount.\nThe risk inherent in our market risk sensitive instruments and positions is the potential loss arising from interest rates as discussed below. The sensitivity analyses presented do not consider the effects that such adverse changes may have on the overall economic activity, nor do they consider additional actions we may take to mitigate our exposure to such changes. Actual results may differ.\nInterest: Our earnings are affected by changes in interest rates due to the impact those changes have on interest income generated from our cash, cash equivalents and short-term investments. Our cash and cash equivalents as of both December 31, 2020 and December 31, 2019 included amounts in bank deposit accounts and money market funds. We believe we have minimal interest rate risk as a 10% decrease in the average interest rate on our portfolio would have reduced interest income for the years ended December 31, 2020, 2019 and 2018 by immaterial amounts.\nInflation: We do not believe that inflation has had a material effect on our results of operations. However, there can be no assurance that our business will not be affected by inflation in the future.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1537054_2020.htm (CIK: 1537054, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01783", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors.\nWe qualify as a smaller reporting company, as defined by Item 10 of Regulation S-K and, thus, are not required to provide the information required by this Item.\nItem 1B.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1762239_2020.htm (CIK: 1762239, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01784", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation.\nThe information required by this item is contained in the Proxy Statement and is incorporated in this Annual Report on Form 10-K by reference.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1746466_2020.htm (CIK: 1746466, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01785", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nWe believe that our market risk exposures are immaterial as we do not have instruments for trading purposes, and reasonable possible near-term changes in market rates or prices will not result in material near-term losses in earnings, material changes in fair values or cash flows for all instruments.\nWe maintain all of our cash, cash equivalents and restricted cash in two financial institutions, and we perform periodic evaluations of the relative credit standing of these institutions. However, no assurances can be given that the third-party institutions will retain acceptable credit ratings or investment practices.\nITEM 8", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1053369_2020.htm (CIK: 1053369, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01786", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data.\nThe following selected data should be read in conjunction with the consolidated financial statements and related notes that are included in Item 8 of this Report, and \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations,\u201d which is included in Item 7", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 714395_2020.htm (CIK: 714395, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01787", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nAs a \u201csmaller reporting company,\u201d we are not required to provide the information called for by this Item.\nITEM 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1279695_2020.htm (CIK: 1279695, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01788", "source": "edgar", "source_license": "public_domain", "text": "Item 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nThe Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements. This Report may contain certain statements of a forward-looking nature relating to future events or future business performance. Any such statements that refer to our estimated or anticipated future results or other non-historical facts are forward-looking and reflect our current perspective of existing trends and information. These statements involve risks and uncertainties that cannot be predicted or quantified and, consequently, actual results may differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, among others, risks and uncertainties detailed in Item 1 above. Any forward-looking statements contained in or incorporated into this Annual Report on Form 10-K speak only as of the date of this Report. We undertake no obligation to update publicly any forward-looking statement, whether as a result of new information, future events or otherwise.\nOVERVIEW\nWe are engaged in independent brokerage and advisory services and asset management services, investment banking, equity research and institutional sales and trading, through our broker-dealer subsidiaries, NSC and WEC. We are committed to establishing a significant presence in the financial services industry by meeting the varying investment needs of our retail, corporate and institutional clients. Our wholly-owned subsidiary, NAM, is a federally-registered investment adviser that provides asset management advisory services to clients for a fee based upon a percentage of assets managed. We also provide tax preparation services through National Tax, which provides tax preparation services to individuals, predominantly in the middle and upper income tax brackets and accounting services to small and midsize companies.\nNSC and WEC are subject to regulation by, among others, the SEC and FINRA, and are members of SIPC. In addition, NSC is licensed to conduct its brokerage activities in all 50 states, plus the District of Columbia and Puerto Rico and the U.S. Virgin Islands. National Tax is also subject to regulation by, among others, the IRS.\nAs of September 30, 2020, we had approximately 1,010 associated personnel serving retail and institutional customers, trading and investment banking clients. In addition to our 30 Company offices located in New York, New Jersey, Florida, Texas, Massachusetts and Washington, we had approximately 100 other registered offices, owned and operated by independent owners who maintain all appropriate licenses and are responsible for all office overhead and expenses.\nOur registered representatives offer a broad range of investment products and services. These products and services allow us to generate both commissions (from transactions in securities and other investment products) and fee income (for providing investment advisory services, namely managing clients\u2019 accounts). The investment products and services offered include but are not limited to stocks, bonds, mutual funds, annuities, insurance, and managed money accounts.\nProposal\nOn April 30, 2020, B. Riley and the Company entered into a limited waiver of certain provisions of the standstill agreement with B. Riley and in connection therewith, B. Riley amended its Schedule 13D filing relating to the Company and sent the Board a letter containing a proposal regarding the Company. The Board formed a Special Committee of non-executive, independent directors to review the B. Riley proposal.\nCOVID-19 Update and Action\nThe COVID-19 outbreak continues to cause significant disruption in business activity and the financial markets both globally and in the United States. As a result of the spread of COVID-19, economic uncertainties have arisen which have negatively impacted and are likely to continue to negatively impact our businesses, fina", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01789", "source": "edgar", "source_license": "public_domain", "text": "Item 7A.\nQuantitative and Qualitative Disclosures About Market Risk\nInterest Rate Risk\nOther outstanding debt consists of various variable rate instruments, including debt outstanding under the Term Loan with Squadron Medical.\nOur borrowings under our credit facility exposes us to market risk related to changes in interest rates. As of December 31, 2020, our outstanding floating rate indebtedness totaled $49.3 million. The primary base interest rate is the LIBOR rate. Assuming the outstanding balance on our floating rate indebtedness remains constant over a year, a 100-basis point increase in the interest rate would decrease pre-tax income and cash flow by approximately $0.5 million.\nCommodity Price Risk\nWe purchase raw materials that are processed from commodities, such as titanium and stainless steel. These purchases expose us to fluctuations in commodity prices. Given the historical volatility of certain commodity prices, this exposure can impact our product costs. However, because our raw material prices comprise a small portion of our cost of revenue, we have not experienced any material impact on our results of operations from changes in commodity prices. A 10% change in commodity prices would not have had a material impact on our results of operations for the twelve months ended December 31, 2020.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1350653_2020.htm (CIK: 1350653, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01790", "source": "edgar", "source_license": "public_domain", "text": "Item 7.\nManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nThis Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations and this report contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. When used in this report, the terms \u201cmay,\u201d \u201cmight,\u201d \u201cwill,\u201d \u201cobjective,\u201d \u201cintend,\u201d \u201cshould,\u201d \u201ccould,\u201d \u201ccan,\u201d \u201cwould,\u201d \u201cexpect,\u201d \u201cbelieve,\u201d \u201cestimate,\u201d \u201cpredict,\u201d \u201cpotential,\u201d \u201cplan,\u201d \u201canticipate,\u201d \u201cseek,\u201d \u201cfuture,\u201d \u201cstrategy,\u201d \u201clikely,\u201d or the negative of these terms, and similar expressions are intended to identify forward-looking statements. These statements include statements regarding our proposed acquisition by Marvell and the timing and impact thereof; anticipated trends and challenges in our business and the markets in which we operate, including the market for 25G to 600G high-speed analog and mixed signal semiconductor solutions, demand for our current products, our plans for future products and anticipated features and benefits thereof, expansion of our product offerings and business activities, enhancements of existing products, our ability to forecast demand and its effects, the impact of U.S. government export restrictions on Huawei, our acquisitions and investments in other companies or technologies, including our acquisition of eSilicon, and the anticipated benefits thereof and increase in expenses related thereto, critical accounting policies and estimates, our expectations regarding our expenses and revenue, sources of revenue, our effective tax rate and tax benefits, the benefits of our products and services, our technological capabilities and expertise, our liquidity position and sufficiency thereof, including our anticipated cash needs and uses of cash, our ability to generate cash, our operating and capital expenditures and requirements and our needs for additional financing and potential consequences thereof, repatriation of cash balances from our foreign subsidiaries, our contractual obligations, our anticipated growth and growth strategies, including growing our end customer base, interest rate sensitivity, adequacy of our disclosure controls, our legal proceedings and warranty claims. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these or any other forward-looking statements. These risks and uncertainties include, but are not limited to, those risks discussed below, as well as risks related to the satisfaction of the conditions to closing the acquisition by Marvell of us (including the failure to obtain necessary regulatory and stockholder approvals) in the anticipated timeframe or at all, risks related to the ability to realize the anticipated benefits of the acquisition, including the possibility that the expected benefits to the combined company from the proposed acquisition will not be realized or will not be realized within the expected time period, disruption from the transaction making it more difficult to maintain business, contractual and operational relationships, the unfavorable outcome of any legal proceedings that have been or may be instituted against Marvell, us or the combined company, the ability to retain key personnel, negative effects of this announcement or the consummation of the proposed acquisition on the market price of the capital stock of us or Marvell, and on our and Marvell\u2019s operating results, risks relating to the value of the HoldCo Common Stock (as defined below)to be issued in the transaction, significant transaction costs, fees, expenses and charges, unknown liabilities, the risk of litigation and/or regulatory actions related to the proposed acquisition, the occurrence of any event, change or other circumstances that could give rise to the termin", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: tax rate, tax benefit. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01791", "source": "edgar", "source_license": "public_domain", "text": "Item 6.Selected Financial Data\nThe selected financial data below (in millions, except per share amounts) should be read in conjunction with Item 7, Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations as well as the consolidated financial statements and the related notes.\n_____________________\n(i)During 2020, the Company recognized pre-tax expense of $13.6 million within operating expenses related to the write-off of software development costs.\n(ii)During 2020 and 2019, the Company recognized pre-tax restructuring charges of $17.0 million and $168.8 million, respectively, within operating expenses related to the implementation of Precision Scheduled Railroading (\u201cPSR\u201d) initiatives as well as the voluntary separation program.\n(iii)During 2018, the Company recognized a pre-tax gain of $17.9 million within operating expenses for insurance recoveries related to damage from Hurricane Harvey in 2017.\n(iv)During 2018, 2017 and 2016, the Company recognized a pre-tax benefit of $37.7 million, $44.1 million and $62.8 million, respectively, within operating expenses related to a credit that was available for the excise tax included in the price of fuel that was purchased and consumed in locomotives and certain work equipment in Mexico. Effective January 1, 2019, the Company began recognizing the benefit as a reduction of income tax expense due to changes in Mexican tax law; and beginning April 30, 2019, railroads in Mexico are no longer eligible for the tax credit due to changes in Mexican tax regulations.\n(v)During 2020, the Company recognized a $14.5 million tax benefit for the reversal of 2018 and 2019 global intangible low-taxed income (\u201cGILTI\u201d) tax expense recognized in prior years\u2019 consolidated financial statements, as the result of final regulations issued by the Treasury Department that provide for a high-tax exception to the GILTI tax retroactive to 2018.\n(vi)During 2019 and 2018, the Company recognized pre-tax debt retirement costs of $1.1 million and $2.2 million, respectively, related to debt retirement and restructuring activities that occurred during the periods.\n(vii)During 2019, the Company recognized a $12.8 million net tax benefit related to the Mexican fuel excise tax credit generated through April 29, 2019, noted in (iv) above.\n(viii)During 2017, the Company recognized a provisional $413.0 million net tax benefit, as a result of the Tax Cuts and Jobs Act (the \u201cTax Reform Act\u201d), which was signed into law December 22, 2017. During 2018, the Company recognized a $20.9 million net tax benefit for adjustments to the provisional tax impacts of the Tax Reform Act recognized in 2017.\n(ix)During the first quarter of 2019, the Company adopted ASU No. 2016-02, Leases, also known as Accounting Standard Codification (\u201cASC\u201d) Topic 842. Prior to 2019, the Company accounted for leases under ASC Topic 840, Leases.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax expense, tax benefit, tax credit. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01792", "source": "edgar", "source_license": "public_domain", "text": "Item 7A - Quantitative and Qualitative Disclosures About Market Risk.\nInterest Rate Exposure\nWe are exposed to the impact of interest rate changes as borrowings under the Senior Facilities bear interest at variable interest rates. It is our policy to enter into interest rate swap and interest rate cap transactions only to the extent considered necessary to meet our objectives.\nBased on our exposure to variable rate borrowings at December 26, 2020, after consideration of our LIBOR floor rate and interest rate swap agreements, a one percent (1%) change in the weighted average interest rate for a period of one year would change the annual interest expense by approximately $9.6 million.\nForeign Currency Exchange\nWe are exposed to foreign exchange rate changes of the Canadian and Mexican currencies as it impacts the $157.8 million tangible and intangible net asset value of our Canadian and Mexican subsidiaries as of December 26, 2020. The foreign subsidiaries net tangible assets were $93.9 million and the net intangible assets were $63.8 million as of December 26, 2020.\nWe utilize foreign exchange forward contracts to manage the exposure to currency fluctuations in the Canadian dollar versus the U.S. Dollar. See Note 12 - Derivatives and Hedging, of the Notes to Consolidated Financial Statements.\nItem 8", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1029831_2020.htm (CIK: 1029831, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01793", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11.\nEXECUTIVE COMPENSATION\nThis Annual Report on Form 10-K incorporates by reference the information appearing beginning under the captions \"Executive Compensation,\" \"Non-Employee Director Compensation\" and \"Miscellaneous Matters\" of the Proxy Statement.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1757898_2020.htm (CIK: 1757898, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01794", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nFirsthand Technology Value Fund, Inc.\nConsolidated Statements of Assets and Liabilities\n*\nIncludes Fidelity Investment Money Market Treasury Portfolio - Class I, which invests primarily in U.S. Treasury securities. The yields as of 12/31/20 and 12/31/19 were 0.01% and 1.50% respectively. Please see https://fundresearch.fidelity.com/mutual-funds/summary/316175504 for additional information.\n**\nIncludes warrants whose primary risk exposure is equity contracts.\nSee accompanying notes to financial statements\nFirsthand Technology Value Fund, Inc.\nConsolidated Schedule of Investments\nDECEMBER 31, 2020\nSee accompanying notes to financial statements\nFirsthand Technology Value Fund, Inc.\nConsolidated Schedule of Investments - continued\nDECEMBER 31, 2020\nSee accompanying notes to financial statements\nFirsthand Technology Value Fund, Inc.\nConsolidated Schedule of Investments - continued\nDECEMBER 31, 2020\nSee accompanying notes to financial statements\nFirsthand Technology Value Fund, Inc.\nConsolidated Schedule of Investments - continued\nDECEMBER 31, 2020\nSee accompanying notes to financial statements\nFirsthand Technology Value Fund, Inc.\nConsolidated Schedule of Investments - continued\nDECEMBER 31, 2020\nSee accompanying notes to financial statements\nFirsthand Technology Value Fund, Inc.\nConsolidated Schedule of Investments - continued\nDECEMBER 31, 2020\n*\nNon-income producing security.\nCDI\nCHESS Depositary Interests\n(1)\nRestricted security. Fair Value is determined by or under the direction of the Company\u2019s Board of Directors (See note 3). At December 31, 2020, we held $64,536,628 (or 63.2% of net assets) in restricted securities (see Note 2).\n(2)\nControlled investments.\n(3)\nAffiliated issuer.\n(4)\nFair Value Level 3 security.\n(5)\nThe Fidelity Investments Money Market Portfolio invests primarily in U.S. Treasury securities.\nSee accompanying notes to financial statements\nFirsthand Technology Value Fund, Inc.\nConsolidated Schedule of Investments\nDECEMBER 31, 2019\nSee accompanying notes to financial statements\nFirsthand Technology Value Fund, Inc.\nConsolidated Schedule of Investments - continued\nDECEMBER 31, 2019\nSee accompanying notes to financial statements\nFirsthand Technology Value Fund, Inc.\nConsolidated Schedule of Investments - continued\nDECEMBER 31, 2019\nSee accompanying notes to financial statements\nFirsthand Technology Value Fund, Inc.\nConsolidated Schedule of Investments - continued\nDECEMBER 31, 2019\nSee accompanying notes to financial statements\nFirsthand Technology Value Fund, Inc.\nConsolidated Schedule of Investments - continued\nDECEMBER 31, 2019\n*\nNon-income producing security.\n(1)\nRestricted security. Fair Value is determined by or under the direction of the Company\u2019s Board of Directors (See note 3). At December 31, 2019, we held $114,282,924 (or 89.9% of net assets) in restricted securities (see Note 2).\n(2)\nControlled investments.\n(3)\nAffiliated issuer.\n(4)\nFair Value Level 3 security.\n(5)\nThe Fidelity Investments Money Market Portfolio invests primarily in U.S. Treasury securities.\nSee accompanying notes to financial statements\nFirsthand Technology Value Fund, Inc.\nConsolidated Statements of Operations\n(1)\nPrimary exposure is equity risk.\n(2)\nPer share results are calculated based on weighted average shares outstanding for each period.\nSee accompanying notes to financial statements\nFirsthand Technology Value Fund, Inc.\nConsolidated Statements of Cash Flows\nSee accompanying notes to financial statements\nFirsthand Technology Value Fund, Inc.\nConsolidated Statements of Changes in Net Assets\nSee accompanying notes to financial statements\nFirsthand Technology Value Fund, Inc.\nConsolidated Financial Highlights\nSelected per share data and ratios for a share outstanding throughout each year\nSee accompanying notes to financial statements\nFirsthand Technology Value Fund, Inc.\nConsolidated Financial Highlights - continued\nSelected per share data and ratios for a share outstanding thro", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1495584_2020.htm (CIK: 1495584, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01795", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\nSelected Financial Data\n(Dollars in thousands, except per share data and per square foot data).\nFiscal 2016 contains 53 weeks, with the additional week included in the fourth quarter. All other fiscal years contain 52 weeks.\n(1) Includes a $1,911 (net of tax) gain for Superstorm Sandy insurance proceeds received, an $854 (net of tax) gain on the sale of pharmacy prescription lists related to three store pharmacies closed in March 2020, a $2,512 incremental benefit from a federal net operating loss carryback at a rate higher than the current statutory tax rate, a $1,423 (net of tax) gain arising from the breakup of Village\u2019s initial \u201cstalking horse\u201d bid under the January 20, 2020 Fairway Asset Purchase Agreement, transaction costs incurred for the Fairway acquisition of $1,888 (net of tax), amortization of acquisition related inventory step-up of $355 (net of tax), a non-cash pension charge related to the termination of a company-sponsored pension plan and other pension settlement charges of $1,160 (net of tax), pre-opening costs related to the Stroudsburg, Pennsylvania replacement store of $891\n(net of tax) and store closure costs and charges to write off the lease asset and related obligations for the old Stroudsburg store of $557 (net of tax).\n(2) Includes a $290 (net of tax) gain for Superstorm Sandy insurance proceeds received, a tax benefit of $777 related to the favorable settlement of a tax audit with the New Jersey Division of Taxation and a non-cash pension charge related to pension settlement charges of $308 (net of tax).\n(3) Includes a $3,300 reduction in deferred tax expense as a result of the Tax Cuts and Jobs Act, an $822 (net of tax) non-recurring credit accrued related to multi-employer pension benefits, $877 (net of tax) in non-recurring assessments from Wakefern and $695 (net of tax) in pre-opening costs related to the Bronx, New York City store.\n(4) Includes estimated net income of $280 due to the fiscal year including a 53rd week and a $545 (net of tax) gain due to the recovery of insurance receivables related to Superstorm Sandy.\n(5) On July 28, 2019, the Company adopted ASU 2016-02, \u201cLeases.\u201d The adoption of the standard resulted in the recognition of operating lease assets and operating lease liabilities, included in long-term debt of $99,415 and $111,139, respectively, as of the date of adoption.\n(6) New stores and replacement stores are included in same store sales in the quarter after the store has been in operation for four full quarters. Store renovations and expansions are included in same store sales immediately. The change in same store sales in fiscal 2017 and 2016 excludes the impact of the 53rd week in fiscal 2016.\n(7) Amounts for the year ended July 25, 2020 exclude the results of the Fairway stores acquired on May 14, 2020, amounts for the year ended July 27, 2019 exclude the results of the Gourmet Garage stores acquired on June 24, 2019. Amounts for the year ended July 28, 2018 exclude results of the store opened in the Bronx, New York on June 28, 2018.\nUnaudited Quarterly Financial Data\n(Dollars in thousands except per share amounts).\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: tax expense, deferred tax, tax rate, tax benefit. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01796", "source": "edgar", "source_license": "public_domain", "text": "Item 11. EXECUTIVE COMPENSATION\nThe information required by this Item 11 will be included in our definitive proxy statement to be filed with the SEC with respect to our 2021 Annual Meeting of Stockholders and is incorporated herein by reference.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1503274_2020.htm (CIK: 1503274, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01797", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nOverview of the Fund\u2019s Business\nThe Fund was organized primarily to acquire interests in oil and natural gas properties located in the United States offshore waters of Texas, Louisiana and Alabama in the Gulf of Mexico. The Fund\u2019s primary investment objective is to generate cash flow for distribution to its shareholders by generating returns across a portfolio of oil and natural gas projects. Distributions to shareholders, if any, are funded from available cash from operations, as defined in the Fund\u2019s LLC Agreement, and the frequency and amount are within the Manager\u2019s discretion. The Fund\u2019s capital has been fully allocated to its projects. As a result, the Fund will not invest in any new projects and will limit its investment activities, if any, to those projects in which it currently has a working interest.\nThe Manager performs, or arranges for the performance of, the management, advisory and administrative services required for the Fund\u2019s operations. The Manager does not currently, nor is there any plan to, operate any project in which the Fund participates. The Manager enters into operating agreements with third-party operators for the management of all development and producing operations, as appropriate. The Manager also participates in distributions. See Item 1. \u201cBusiness\u201d of this Annual Report under the headings \u201cProject Information\u201d and \u201cProperties\u201d for more information regarding the projects of the Fund.\nRecent Developments\nIn March 2020, the World Health Organization categorized the outbreak of COVID-19 as a global pandemic, which resulted in a significant drop in oil demand caused by lockdown measures and industrial slowdown around the world. In addition, in March 2020, the failure of an alliance between the Saudi Arabia-led Organization of Petroleum Exporting Countries (\u201cOPEC\u201d) and Russia to reach an agreement on oil production volumes resulted in an oil \u201cprice war\u201d and caused oil prices to collapse. On April 12, 2020, OPEC and Russia agreed to reduce production by approximately 9.7 million barrels per day in May and June 2020. Despite this agreement, oil prices decreased to their lowest level in April 2020 as compared to the past several years as a result of the initial oil price war and significant decreases in oil demand caused by world-wide government-ordered lock-downs. Since then, the oil market has stabilized and strengthened with oil prices gradually rising. On June 6, 2020, OPEC and Russia agreed to extend the production cut of approximately 9.7 million barrels per day through the end of July 2020 and maintain a production cut of 7.7 million barrels per day from August 2020 through the end of 2020. On December 3, 2020, OPEC and Russia agreed to reduce the production cut to 7.2 million barrels per day beginning in January 2021 and will then meet monthly to assess market conditions and decide on further production adjustments for the following month, with further monthly adjustments being no more than 0.5 million barrels per day. During the January 2021 meeting, OPEC and Russia agreed to reduce the production cut to 7.125 and 7.05 million barrels per day for February 2021 and March 2021, respectively.\nAlthough the ultimate extent of the impact of the COVID-19 pandemic and resulting market disruption to the Fund\u2019s operating results and cash flows is unknown, the period of low oil and natural gas commodity prices negatively impacted cash flow generated by the Beta Project. However, because the Fund owns the Beta Project with little debt and the project is a long-lived asset that is expected to produce over many years with relatively low operating costs, the Fund believes that it is positioned to weather this period of uncertainty and volatility from the COVID-19 pandemic. However, if oil and natural gas commodity prices and the overall economy continue to be impacted by the COVID-19 pandemic, the Fund, its operators", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1385662_2020.htm (CIK: 1385662, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01798", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nThe following table sets forth the annual and long-term compensation of our Named Executive Officers for services rendered in all capacities to the Company for the years ended December 31, 2020 and December 31, 2019.\nSummary Compensation Table\nNarrative Disclosure to Summary Compensation Table\nThere are no employment contracts, compensatory plans or arrangements, including payments to be received from the Company with respect to any executive officer, that would result in payments to such person because of his or her resignation, retirement or other termination of employment with the Company, or its subsidiaries, any change in control, or a change in the person\u2019s responsibilities following a change in control of the Company.\nOutstanding Equity Awards at Fiscal Year-End\nThere are no current outstanding equity awards to our executive officers as of December 31, 2020.\nLong-Term Incentive Plans\nThere are no arrangements or plans in which we provide pension, retirement or similar benefits for Directors or executive officers.\nCompensation Committee\nWe currently do not have a compensation committee of the Board of Directors. The Board of Directors as a whole determines executive compensation.\nCompensation of Directors\nDirectors receive director fee for their services to our Board of Directors.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1571804_2020.htm (CIK: 1571804, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01799", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nOur Company commenced operation in February 2020, and we have signed 3 service contracts and leased premises in Margao, Goa, India.\nIn order to continue as a going concern, the Company will need increase the number of its clientele and when required, the Company may need to seek additional capital resources. Management\u2019s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking third party equity and/or debt financing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. There is substantial doubt about the Company\u2019s ability to continue as a going concern within one year after the date that the financial statements are issued.\nWe believe that we will have to raise further to begin operations and we cannot assure you that we will stay in business after our operations have commenced. If we are unable to successfully negotiate strategic alliances with purveyors of services to enable us to offer these services to our clients, or if we are unable to attract enough clients to utilize our services, we may quickly use up the proceeds from this offering and will need to find alternative sources, like a second public offering, a private placement of securities, or loans from our officer or others in order for us to maintain our operations. At the present time, we have not made any arrangements to raise additional cash, other than through this offering.\nOur administrative offices are currently located at the premises of our President, Chasma Mulla, who provides such space to us on a rent-free basis. We plan to use her office and rent a space for our operations.\nResults of Operations:\nRevenue\nThe Company commence its operation in February 2020, and we have earned $3,002 in revenue.\nExpenses\nOur operating expenses for the year ended August 31, 2020 and 2019 are outlined in the table below:\nResults of Operations\nThe Company commence its operation in February 2020, and we have earned $3,002 in revenue. Since inception, we sold 11,000,000 shares of common stock total proceeds of $56,000.\nFor the year ended August 31, 2020, we earned $3,002 in gross revenue. We incurred total operating expenses in the amount of $25,840, comprised mainly of professional fees totaling $13,353, rent expense totaling $983, transfer agent set-up fees and filing fees totaling $9,426 administration, fee payment to the Company CEO totaling $410 and general and administration charges totaling $1,668.\nFor the year ended August 31, 2019, we have incurred total operating expenses in the amount of $12,424 which comprises of professional audit fees totaling $8,000 and general and administrative expenses totaling $4,424 which mainly relates to travel, filing fees and state fees.\nLiquidity and Capital Resources\nOur cash balance at August 31, 2020 was $25,242 and $1,462 in current liabilities. In September 2020, we have raised $50,000 from sale of 5,000,000 shares. If additional funds become required before generation of revenue, the additional funding may come from equity financing from the sale of our common stock or advances from related parties.\nWe have raised $50,000, to complete our plan of operation for the next 12 months and we believe we have sufficient current cash to cover our expenses for filing required quarterly and annual reports with the Securities and Exchange Commission and fund our plan of limited operation. We anticipate our costs of being a reporting company to be approximately $16,000 for the next twelve months in connection with our public filings that will have to be made with the SEC on a quarterly basis. If needed, we may get additional funding from advances from related parties and/or from equity financing from the sale of our common stock. If we are successful in completing", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1750398_2020.htm (CIK: 1750398, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01800", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\nIntroduction\nThe following discussion and analysis should be read in conjunction with our consolidated financial statements and the related notes included in Item 8 of this annual report. In addition, please see \u201cInformation Regarding Non-GAAP Measures and Other\u201d beginning on page 34 for a reconciliation of the non-GAAP measures for adjusted total revenues, organic commission, fee and supplemental revenues and adjusted EBITDAC to the comparable GAAP measures, as well as other important information regarding these measures.\nWe are engaged in providing insurance brokerage and consulting services, and third-party property/casualty claims settlement and administration services to entities in the U.S. and abroad. We believe that one of our major strengths is our ability to deliver comprehensively structured insurance and risk management services to our clients. Our brokers, agents and administrators act as intermediaries between underwriting enterprises and our clients and we do not assume net underwriting risks. We are headquartered in Rolling Meadows, Illinois, have operations in 49 countries and offer client-service capabilities in more than 150 countries globally through a network of correspondent brokers and consultants. In 2020, we expanded, and expect to continue to expand, our international operations through both acquisitions and organic growth. We generate approximately 68% of our revenues for the combined brokerage and risk management segments domestically, with the remaining 32% generated internationally, primarily in the U.K., Australia, Canada, New Zealand and Bermuda (based on 2020 revenues). We expect that our international revenue as a percentage of our total revenues in 2021 will be comparable to 2020. We have three reportable segments: brokerage, risk management and corporate, which contributed approximately 74%, 14% and 12%, respectively, to 2020 revenues. Our major sources of operating revenues are commissions, fees and supplemental and contingent revenues from brokerage operations and fees from risk management operations. Investment income is generated from invested cash and fiduciary funds, clean energy investments, and interest income from premium financing.\nThis Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations contains certain statements relating to future results which are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Please see \u201cInformation Concerning Forward-Looking Statements\u201d at the beginning of this annual report, for certain cautionary information regarding forward-looking statements and a list of factors that could cause our actual results to differ materially from those predicted in the forward-looking statements.\nPrior Year Discussion of Results and Comparisons\nFor information on fiscal 2018 results and similar comparisons, see \"Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations\" of our Form 10-K for the fiscal year ended December 31, 2019.\nSummary of Financial Results - Year Ended December 31,\nSee the reconciliations of non-GAAP measures on page 30.\nIn our corporate segment, net after tax earnings from our clean energy investments was $69.8 million and $88.5 million in 2020 and 2019, respectively. Our current estimate of the 2021 annual net after tax earnings, including IRC Section 45 tax credits, which will be produced from all of our clean energy investments in 2021, is $60.0 million to $75.0 million. We expect to use the additional cash flow generated by these earnings to continue our mergers and acquisition strategy in our core brokerage and risk management operations.\nThe following provides information that management believes is helpful when comparing revenues before reimbursements, net earnings, EBITDAC and diluted net earnings per share for 2020 and 2019. ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 354190_2020.htm (CIK: 354190, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01801", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation.\nNone of our executive officers or directors have received any cash compensation for services rendered to us, other than (i) our non-employee directors who receive an annual cash retainer of $20,000 and an one-time cash payment of $30,000 to be paid upon the consummation of our initial business combination and (ii) Matthew Roden, as Chairman, receives an annual cash retainer of $40,000 and will receive a one-time cash payment of $60,000 to be paid upon the consummation of our initial business combination. Commencing on the date that our securities are first listed on the Nasdaq through the earlier of consummation of our initial business combination and our liquidation, we will reimburse an affiliate of our sponsor for office space, secretarial and administrative services provided to us in the amount of $10,000 per month. In addition, our sponsor, executive officers and directors, or their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made by us to our sponsor, executive officers or directors, or their affiliates. Any such payments prior to an initial business combination will be made using funds held outside the trust account. Other than quarterly audit committee review of such reimbursements, we do not expect to have any additional controls in place governing our reimbursement payments to our directors and executive officers for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection with identifying and consummating an initial business combination. Other than these payments and reimbursements, no compensation of any kind, including finder\u2019s and consulting fees, will be paid by the company to our sponsor, executive officers and directors, or their respective affiliates, prior to completion of our initial business combination.\nAfter the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our shareholders in connection with a proposed business combination. We have not established any limit\non the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed business combination, because the directors of the post-combination business will be responsible for determining executive officer and director compensation. Any compensation to be paid to our executive officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors.\nWe do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our executive officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management\u2019s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not ", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1823524_2020.htm (CIK: 1823524, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01802", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nAn investment in our common stock is speculative and involves a high degree of risk, including a risk of loss of your entire investment. You should carefully consider the risks described below and the other information in this Annual Report before purchasing shares of our common stock. The risks and uncertainties described below are not the only ones facing us. Additional risks and uncertainties may also adversely impair our business operations. If any of the events described in the risk factors below actually occur, our business, financial condition or results of operations could suffer significantly. In such event, the value of our common stock could decline, and you could lose all or a substantial portion of the money that you pay for our common stock.\nSummary of Risk Factors\n\u25cf Our operations, business and financial results have been and could continue to be adversely impacted by the current public health pandemic related to COVID-19.\n\u25cf We have incurred significant losses since our inception and may never achieve or maintain profitability.\n\u25cf We will need substantial additional funding. If we are unable to raise capital when needed, we could be forced to delay, reduce or eliminate our product development programs or commercialization efforts.\n\u25cf Raising additional capital may cause dilution to stockholders, restrict operations or require us to relinquish rights to our technologies or product candidates.\n\u25cf Our stockholders may be subject to substantial dilution by the exercise of derivative securities, and by the future issuance of stock to the former stockholders of Aquarius pursuant to the terms of the merger agreement.\n\u25cf Our operating history to date may make it difficult to evaluate the success of our business and assess our future viability.\n\u25cf U.S. federal income tax reform could materially affect our tax obligations and effective tax rate.\n\u25cf We are early in our development efforts, which may not be successful.\n\u25cf We cannot be certain that our product candidates will receive regulatory approval, without which we cannot market any of our product candidates. Any delay in the approval process will harm our business.\n\u25cf We depend in part on technology owned or licensed to us by third parties, the loss of which would terminate or delay the further development of our product candidates, injure our reputation or force us to pay higher royalties.\n\u25cf Clinical drug development involves a lengthy and expensive process and uncertain as to outcome.\n\u25cf Delays in any aspect of our clinical trials could result in increased costs to us and delay or limit our ability to obtain regulatory approval for our product candidates.\n\u25cf We may not have or be able to obtain sufficient quantities of our products to meet our supply and clinical studies obligations.\n\u25cf If we are unable to successfully commercialize our products our ability to generate revenue will be limited.\n\u25cf If our preclinical and clinical studies do not produce positive results, if our clinical trials are delayed or if serious side effects are identified during such studies or trials, we may experience delays, incur additional costs and ultimately be unable to commercialize our product candidates.\n\u25cf If we cannot enroll enough patients to complete our clinical trials, our business, financial condition and results of operations may be adversely affected.\n\u25cf If we are unable to establish sales and marketing capabilities, we may not successfully commercialize any of our product candidates.\n\u25cf If we are unable to file for approval of LYPDISO, MAT2203 or MAT2501 under Section 505(b)(2) of the FDCA or if we are required to generate additional data related to safety and efficacy in order to obtain approval under Section 505(b)(2), we may be unable to meet our anticipated development and commercialization timelines.\n\u25cf We face competition from other biotechnology and pharmaceutical companies.\n\u25cf Even if we obtain marketing approval for any product candidate, we will be subject to", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax rate, tax reform. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01803", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk\nInterest Rate Risk\nAs of January 31, 2020, we had cash, cash equivalents and investments totaling $351.4 million, invested in money market funds, U.S. Treasury securities, commercial paper, corporate debt securities, and U.S. Government agency securities. Our cash and cash equivalents are held for working capital purposes. Our investments are made for capital preservation purposes. We do not enter into investments for trading or speculative purposes.\nOur investments classified as held-to-maturity consist of U.S. Treasury securities, commercial paper, and corporate debt securities with maturities of less than one year. These investments were classified as held-to-maturity as we have the positive intent and ability to hold these until maturity. We classify our available-for-sale investments, including those with stated maturities beyond twelve months, as short-term based on their highly liquid nature and because they represent the investment of cash that is available for current operations. In addition, the Company may sell these investments at any time for use in its current operations or for other purposes, even prior to maturity. January 31, 2020, our held-to-maturity and available-for-sale investments are recorded as current on our consolidated balance sheets.\nAs of January 31, 2020, a hypothetical 10% relative change in interest rates would not have a material impact on our consolidated financial statements.\nForeign Currency Exchange Risk\nOur reporting currency and the functional currency of our wholly owned foreign subsidiaries is the U.S. dollar. Primarily all of our sales are denominated in U.S. dollars, and therefore substantially all of our revenue is not currently subject to significant foreign currency risk. Our operating expenses are denominated in the currencies of the countries in which our operations are located, which are primarily in the United States, Canada, the United Kingdom, and Australia. Our consolidated results of operations and cash flows are, therefore, subject to fluctuations due to changes in foreign currency exchange rates and may be adversely affected in the future due to changes in foreign exchange rates. To date, we have not entered into any hedging arrangements with respect to foreign currency risk or other derivative financial instruments, although we may choose to do so in the future. We do not believe that a hypothetical 10% increase or decrease in the relative value of the U.S. dollar to other currencies would have a material effect on our operating results.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1568100_2020.htm (CIK: 1568100, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01804", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\n\ufeff\nThe following discussion and analysis should be read together with the Company\u2019s audited consolidated financial statements and related notes included in Item 8 of this Annual Report on Form 10-K, including the basis of presentation for the consolidated financial statements prior to September 30, 2020 (the date of the spin-off of the Company from Bluegreen Vacations Holding Corporation) which reflect combined financial statements of BBX Capital, Inc. and its subsidiaries and do not necessarily reflect what the results of operations, financial position, or cash flows would have been had BBX Capital, Inc. and its subsidiaries been a separate entity or what the results of operations, financial position, or cash flows will be in the future. The following discussion contains forward-looking statements, including those that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include, without limitation, those discussed below and elsewhere in this Annual Report on Form 10-K, particularly in \u201cRisk Factors\u201d and \u201cCautionary Note Regarding Forward-Looking Statements.\u201d\n\ufeff\nOverview\n\ufeff\nBBX Capital, Inc. (referred to together with its subsidiaries as the \u201cCompany,\u201d \u201cwe,\u201d \u201cus,\u201d or \u201cour,\u201d and without its subsidiaries as \u201cBBX Capital\u201d) is a Florida-based diversified holding company whose principal holdings are BBX Capital Real Estate LLC (\u201cBBX Capital Real Estate\u201d or \u201cBBXRE\u201d), BBX Sweet Holdings, LLC (\u201cBBX Sweet Holdings\u201d), and Renin Holdings, LLC (\u201cRenin\u201d).\n\ufeff\nAs of December 31, 2020, the Company had total consolidated assets of approximately $447.7 million and shareholders\u2019 equity of approximately $309.2 million. Net (loss) income attributable to shareholders for the years ended December 31, 2020, 2019, and 2018 was approximately ($42.3) million, $13.7 million, and ($9.2) million, respectively.\n\ufeff\nImpact of the COVID-19 Pandemic\n\ufeff\nThe COVID-19 pandemic has resulted in an unprecedented disruption in the U.S. and global economies and the industries in which the Company operates due to, among other things, (i) government ordered \u201cshelter in place\u201d and \u201cstay at home\u201d orders and advisories, travel restrictions, and restrictions on business operations, (ii) government guidance and restrictions with respect to travel, public accommodations, social gatherings, and related matters, and (iii) the general public\u2019s reaction to the pandemic. The disruptions arising from the pandemic and the reaction of the general public had a significant adverse impact on the Company's financial condition and operations during the year ended December 31, 2020. The duration and severity of the pandemic and related disruptions, as well as the adverse impact on economic and market conditions, are uncertain; however, given the nature of these circumstances, the adverse impact of the pandemic on the Company\u2019s consolidated results of operations, cash flows, and financial condition in 2020 has been, and is expected to continue to be, material. Furthermore, although the duration and severity of the effects of the pandemic are uncertain, demand for many of the Company\u2019s products and services may remain weak for a significant length of time, and the Company cannot predict if or when the industries in which the Company operates will return to pre-pandemic levels.\n\ufeff\nAlthough the impact of the COVID-19 pandemic on the Company\u2019s principal holdings and management\u2019s efforts to mitigate the effects of the pandemic has varied, as described in further detail below, BBX Capital and its subsidiaries have sought to take steps to manage expenses through cost saving initiatives and reductions in employee head count and actions to increase liquidity and strengthen the Company\u2019s financial position, including reducing planned capital expenditures. As of Decembe", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1814974_2020.htm (CIK: 1814974, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01805", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data\nThe following table sets forth selected historical financial information derived from our audited financial statements included elsewhere in this report as of December 31, 2020 and 2019 and for the year ended December 31, 2020 and for the period from February 13, 2019 (inception) through December 31, 2019. You should read the following selected financial data in conjunction with \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d and the financial statements and the related notes appearing elsewhere in this report.\n(1)excludes an aggregate of up to 32,751,669 and 32,897,017 shares subject to redemption at December 31, 2020 and 2019, respectively.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1769318_2020.htm (CIK: 1769318, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01806", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation.\nThe following table shows compensation paid, accrued or awarded with respect to our named executive officers during the years indicated, a significant portion of all compensation after 2008 is accrued but not paid:\n- Summary Compensation Table\n(1) The Company\u2019s Board of Directors discontinued compensation for the Company\u2019s officers and directors effective January 1, 2018. In addition, due to the financial condition of the Company, Mr. Ross has deferred the receipt of a portion of his salary since January 2009. Mr. Ross received $40,000 and $-0- of his deferred salary in cash during the years ended December 31, 2020 and 2019, respectively. As of December 31, 2020, a total of $525,708 of his salary has been accrued but was unpaid. The Company\u2019s Board of Directors approved the grant of 2,000,000 restricted shares of common stock effective August 19, 2020 to Mr. Ross. Of the 2,000,000 total restricted shares, a total of 250,000 shares vest at the end of calendar quarter over the following 8 fiscal quarters ending June 30, 2022, assuming that he remains as an employee of the Company at such points in time. The value of the restricted stock awards was determined based on the total number of restricted shares at the closing price on the date of award on August 19, 2020.\n(2) The Company\u2019s Board of Directors discontinued compensation for the Company\u2019s officers and directors effective January 1, 2018. Mr. Hutchins began serving the Company as Chief Financial Officer in August 2007. Since January 2009 he has deferred his compensation and a total of $900,000 of direct compensation was accrued but unpaid as of December 31, 2020 and 2019. Previously, Mr. Hutchins received other indirect compensation consisting of services billed at the CFO firm\u2019s normal standard billing rate plus out-of-pocket expenses for general corporate and bookkeeping purposes. For the years ended December 31, 2020 and 2019 the Company was billed $-0- for such services. Total amounts accrued for his indirect compensation was $762,407 as of December 31, 2020 and 2019. The Company\u2019s Board of Directors approved the grant of 500,000 restricted shares of common stock effective August 19, 2020 to Mr. Hutchins. Of the 500,000 total restricted shares, a total of 62,500 shares vest at the end of calendar quarter over the following 8 fiscal quarters ending June 30, 2022, assuming that he remains as an employee of the Company at such points in time. The value of the restricted stock awards was determined based on the total number of restricted shares at the closing price on the date of award on August 19, 2020.\n(3) The Company\u2019s Board of Directors appointed John Loeffelbein, as Chief Operating Officer of Infinity Energy Resources, Inc. effective September 30, 2019. In connection with his appointment as Chief Operating Officer the Board of Directors approved the grant of 2,000,000 restricted shares of common stock effective October 2, 2019. Of the 2,000,000 total restricted shares, 1,250,000 vested immediately and the remaining 750,000 vested one year after the date of grant, assuming he remains as an employee of the Company at that point in time. Mr. Loeffelbein received no cash compensation for his services for the remainder of 2019 and calendar year 2020. The value of the restricted stock awards was determined based on the total number of restricted shares at the closing price on the date of award or October 2, 2019.\nCompensation Policies and Objectives\nWe structure compensation for executive officers, including the named executive officers, to drive performance, to accomplish both our short-term and long-term objectives, and to enable us to attract, retain and motivate well qualified executives by offering competitive compensation and by rewarding superior performance. We also seek to link our executives\u2019 total compensation to the interests of our shareholders. To accomplish this, our board of directors relies on the following elements of compe", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 822746_2020.htm (CIK: 822746, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01807", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nOur principal business consists of collecting deposits and making loans secured by various types of collateral, including real estate and other assets in the markets in which we are located. Attracting and maintaining deposits is affected by a number of factors, including interest rates paid on competing deposits and other investments offered by other financial and non-financial institutions, account maturities, fee structures, and levels of personal income and savings. Lending activities are affected by the demand for funds and thus are influenced by interest rates, the number and quality of lenders and regional economic conditions. Sources of funds for lending activities include deposits, borrowings, repayments on loans, cash flows from investment and mortgage-backed securities and income provided from operations.\nOur earnings depend primarily on net interest income, which is the difference between interest earned on our interest-earning assets, consisting primarily of loans and investment securities, and the interest paid on interest-bearing liabilities, consisting primarily of deposits, borrowed funds, and trust-preferred securities. Net interest income is a function of our interest rate spread, which is the difference between the average yield earned on our interest-earning assets and the average rate paid on our interest-bearing liabilities, as well as a function of the average balance of interest-earning assets compared to the average balance of interest-bearing liabilities. Also contributing to our earnings is noninterest income, which consists primarily of service charges and fees on loan and deposit products and services, fees related to insurance and investment management and trust services, and net gains and losses on the sale of assets. Net interest income and noninterest income are offset by provisions for credit losses, general administrative and other expenses, including employee compensation and benefits and occupancy and processing costs, as well as by state and federal income tax expense.\nOur net income was $74.9 million, or $0.62 per diluted share, for the year ended December 31, 2020 compared to $110.4 million, or $1.04 per diluted share, for the year ended December 31, 2019 and $105.5 million, or $1.02 per diluted share, for the year ended December 31, 2018. The provision for credit losses was $84.0 million for the year ended December 31, 2020 compared to $22.7 million for the year ended December 31, 2019 and $20.3 million for the year ended December 31, 2018.\nCritical Accounting Policies\nCertain accounting policies are important to the understanding of our financial condition, since they require management to make difficult, complex or subjective judgments, some of which may relate to matters that are inherently uncertain. Estimates associated with these policies are susceptible to material changes as a result of changes in facts and circumstances, including, but without limitation, changes in interest rates, performance of the economy, financial condition of borrowers and laws and regulations. The following are the accounting policies we believe are critical.\nAllowance for Credit Losses. We recognize that losses will be experienced on loans and that the risk of loss varies with the type of loan, the creditworthiness of the borrower, general economic conditions and the quality of the collateral for the loan. We maintain an allowance for expected lifetime losses in the loan portfolio. The allowance for credit losses represents management\u2019s estimate of lifetime expected losses based on all available information. The allowance for credit losses is based on management\u2019s evaluation of relevant available information, from internal and external sources, relating to past events, current conditions and reasonable and supportable forecasts. The loan portfolio is reviewed regularly by management in its determination of the", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax expense. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01808", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nRISK FACTORS\nYou should consider carefully the following risk factors, together with all of the other information included in this Annual Report. Each of these risk factors, either alone or taken together, could adversely affect our business, operating results and financial condition, as well as adversely affect the value of an investment in our common stock. There may be additional risks that we do not presently know of or that we currently believe are immaterial which could also impair our business and financial position.\nRISKS RELATED TO THE DISCOVERY AND DEVELOPMENT OF PRODUCT CANDIDATES\nThe approach we are taking to discover and develop drugs is novel and may never lead to marketable products.\nWe have concentrated our therapeutic product research and development efforts on microRNA technology, and our future success depends on the successful development of this technology and products based on our microRNA product platform. Neither we, nor any other company, has received regulatory approval to market therapeutics targeting microRNAs. The scientific discoveries that form the basis for our efforts to discover and develop product candidates are relatively new. The scientific evidence to support the feasibility of developing product candidates based on these discoveries is both preliminary and limited. If we do not successfully develop and commercialize product candidates based upon our technological approach, we may not become profitable and the value of our common stock may decline.\nFurther, our focus solely on microRNA technology for developing drugs as opposed to multiple, more proven technologies for drug development increases the risks associated with the ownership of our common stock. If we are not successful in developing any product candidates using microRNA technology, we may be required to change the scope and direction of our product development activities. In that case, we may not be able to identify and implement successfully an alternative product development strategy.\nWe may not be successful in our efforts to identify or discover potential product candidates.\nThe success of our business depends primarily upon our ability to identify, develop and commercialize microRNA therapeutics. Our research programs may initially show promise in identifying potential product candidates, yet fail to yield product candidates for clinical development for a number of reasons, including:\n\u2022our research methodology or that of any collaboration partner may be unsuccessful in identifying potential product candidates;\n\u2022potential product candidates may be shown to have harmful side effects or may have other characteristics that may make the products unmarketable or unlikely to receive marketing approval; or\n\u2022our current or future collaboration partners may change their development profiles for potential product candidates or abandon a therapeutic area.\nIf any of these events occur, we may be forced to abandon our development efforts for a program or programs, which would have a material adverse effect on our business and could potentially cause us to cease operations. Research programs to identify new product candidates require substantial technical, financial and human resources. We may focus our efforts and resources on potential programs or product candidates that ultimately prove to be unsuccessful.\nPreclinical and clinical studies of our product candidates may not be successful. If we are unable to generate successful results from our preclinical and clinical studies of our product candidates, or experience significant delays in doing so, our business may be materially harmed.\nWe have invested a significant portion of our efforts and financial resources in the identification and development of product candidates that target microRNAs. Our ability to generate product revenues, which we do not expect will occur for many years, if ever, will depend heavily on the successful development and eventual commercial", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1505512_2020.htm (CIK: 1505512, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01809", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nCommodity price risk:\nFor additional information on metal price sensitivity, refer to \u201cMetal Prices\u201d in Part II, Item 7 of this annual report.\nOpen sales risk:\nOur provisional copper and molybdenum sales contain an embedded derivative that is required to be separate from the host contract for accounting purposes. The host contract is the receivable from the sale of copper or molybdenum concentrates at prevailing market prices at the time of the sale. The embedded derivative, which does not qualify for hedge accounting, is marked to market through earnings in each period prior to settlement. See Note 18 to the consolidated financial statements for further information about these provisional sales.\nForeign currency exchange rate risk:\nOur functional currency is the U.S. dollar. Portions of our operating costs are denominated in Peruvian soles and Mexican pesos. Given that our revenues are primarily denominated in U.S. dollars, when inflation or deflation in our Mexican or Peruvian operations is not offset by a change in the exchange rate of the sol or the peso to the dollar, our financial position, results of operations and cash flows could be affected by local cost conversion when expressed in U.S. dollars. In addition, the dollar value of our net monetary assets denominated in soles or pesos can be affected by an exchange rate variance of the sol or the peso, resulting in a re-measurement gain or loss in our financial statements. Recent inflation and exchange rate variances for the three years ended December 31, 2020 are provided in the table below:\nChange in monetary position:\nAssuming an exchange rate variance of 10% at December 31, 2020, we estimate our net monetary position in Peruvian sol and Mexican peso would increase (decrease) our net earnings as follows:\nThe net monetary position is net of those assets and liabilities that are sol or peso denominated as of December 31, 2020.\nShort-term investments:\nFor additional information on our trading securities and available-for-sale investments, refer to Note 3 Short-term Investments in Part II, Item 8", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1001838_2020.htm (CIK: 1001838, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01810", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nBUSINESS OVERVIEW\nSeparation from United Technologies Corporation\nOn April 3, 2020, UTC completed the Separation through the Distribution of all of the outstanding common stock of the Company to UTC shareowners who held shares of UTC common stock as of the close of business on March 19, 2020, the record date for the Distribution. UTC distributed 866,158,910 shares of Carrier common stock in the Distribution at the Effective Time. As a result of the Distribution, UTC shareowners of record received one share of the Company's common stock for every one share of UTC common stock and Carrier became an independent public company. Our common stock is listed under the symbol \"CARR\" on the NYSE. In connection with the Separation, Carrier issued an aggregate principal balance of $11.0 billion of debt and transferred approximately $10.9 billion of cash to UTC on February 27, 2020 and March 27, 2020. On April 1, 2020 and April 2, 2020, Carrier received cash contributions totaling $590 million from UTC related to the Separation. See Note 12 - Borrowings and Lines of Credit and Note 4 - Earnings Per Share in the accompanying Notes to the Consolidated Financial Statements for additional information.\nPrior to the Separation and the Distribution, the Consolidated Financial Statements reflect the financial position, results of operations and cash flows of the Company for the periods presented as historically managed within UTC. For the periods prior to the Separation and the Distribution, the Consolidated Financial Statements were derived from the consolidated financial statements and accounting records of UTC and thus were prepared on a \"carve-out\" basis, as described subsequently. The Company's financial statements for the period from April 3, 2020 through December 31, 2020 are consolidated financial statements based on the reported results of Carrier as a stand-alone company.\nThe Consolidated Financial Statements include all revenues and costs directly attributable to Carrier, including costs for facilities, functions and services used by Carrier. Prior to the Separation and the Distribution, costs for certain functions and services performed by UTC were directly charged to Carrier based on specific identification when possible or based on a reasonable allocation driver such as net sales, headcount, proportionate usage or other allocation methods. The results of operations include allocations of costs for administrative functions and services performed on behalf of Carrier by centralized groups within UTC.\nWe entered into the TSA with UTC and Otis in connection with the Separation pursuant to which UTC provides us with certain services and we provide certain services to UTC for a limited time to help ensure an orderly transition following the Separation and the Distribution. The services we receive include, but are not limited to, information technology services, technical and engineering support, application support for operations, legal, payroll, finance, tax and accounting, general administrative services and other support services. The costs for these services historically were included in our operating results based on allocations from UTC and have not been materially different under the TSA, nor do we expect such costs to be materially different when these services are transitioned from UTC to Carrier.\nSubsequent to the Separation and the Distribution, we have incurred and will continue to incur expenditures consisting primarily of employee-related costs, costs to establish certain stand-alone functions and information technology systems and other transaction-related costs. Additionally, we will have incurred and will continue to incur increased costs as a result of becoming an independent, publicly traded company, primarily from establishing or expanding corporate support for our businesses, including information technology, human resources, ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1783180_2020.htm (CIK: 1783180, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01811", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nThe information contained under the caption \u201cExecutive Compensation\u201d and \u201cSummary Compensation Table\u201d in the Company\u2019s definitive Proxy Statement to be filed within 120 days of the end of our fiscal year is incorporated herein by reference.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 8063_2020.htm (CIK: 8063, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01812", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data.\nCortexyme, Inc.\nAudited Financial Statements\nPage\nReport of Independent Registered Public Accounting Firm\nBalance Sheets\nStatements of Operations and Comprehensive Loss\nStatement of Convertible Preferred Stock and Stockholders\u2019 Equity (Deficit)\nStatements of Cash Flows\nNotes to Financial Statements\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nStockholders and Board of Directors\nCortexyme, Inc.\nSouth San Francisco, California\nOpinion on the Financial Statements\nWe have audited the accompanying balance sheets of Cortexyme, Inc. (the \u201cCompany\u201d) as of December 31, 2020 and 2019, the related statements of operations and comprehensive loss, redeemable convertible preferred stock and stockholders\u2019 equity (deficit), and cash flows for each of the three years in the period ended December 31, 2020, and the related notes (collectively referred to as the \u201cfinancial statements\u201d). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.\nWe also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (\u201cPCAOB\u201d), the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (\u201cCOSO\u201d) and our report dated March 1, 2021 expressed an unqualified opinion thereon.\nChange in Accounting Principle\nAs discussed in Note 2 to the financial statements, the Company changed its method of accounting for leases in 2019 due to the adoption of the Accounting Standards Codification Topic 842, \u201cLeases.\u201d\nBasis for Opinion\nThese financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.\nOur audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\nCritical Audit Matter\nThe critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinion on the critical audit matter or on the accounts or disclosures", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1662774_2020.htm (CIK: 1662774, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01813", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA.\nAs a \u201csmaller reporting company\u201d the information required by this item is not required to be provided.\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1218683_2020.htm (CIK: 1218683, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01814", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\nCritical Accounting Policies and Estimates.\nThe preparation of our consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions in applying our critical accounting policies that affect the reported amounts of assets and liabilities and the disclosure (if any) of contingent assets and liabilities at the date of the consolidated financial statements and the reported amount of revenues and expenses during the reporting period. Our estimates and assumptions concern, among things, potential impairment of our other investments and other long-lived assets, uncertainties for Federal and state income tax and allowance for potential doubtful accounts. We evaluate those estimates and assumptions on an ongoing basis based on historical experience and on various other factors which we believe are reasonable under the circumstances. Note 1 of the consolidated financial statements, included elsewhere on this Form 10-K, includes a summary of the significant accounting policies and methods used in the preparation of the Company\u2019s consolidated financial statements. The Company believes the following critical accounting policies affect the significant judgments and estimates used in the preparation of the Company\u2019s consolidated financial statements:\nMarketable Securities. All unrealized gains and losses on the Company\u2019s investment portfolio are included in the Consolidated Statements of Income. Our investments in equity and debt marketable securities are carried at fair value and based on quoted market prices or other observable inputs. Marketable securities are subject to fluctuations in value in accordance with market conditions.\nOther Investments. The Company\u2019s other investments consist primarily of nominal equity interests in various privately held entities, including limited partnerships whose purpose is to invest venture capital funds in growth-oriented enterprises. The Company does not have significant influence over any investee and the Company\u2019s investment typically represents less than 5% of the investee\u2019s ownership. These investments generally do not meet the criteria of accounting under the equity method and are carried at cost less distributions and other than temporary unrealized losses. These investments do not have available quoted market prices, so we must rely on valuations and related reports and information provided to us by those entities for the purposes of determining other-than-temporary declines. These valuations are by their nature subject to estimates which could change significantly from period to period. The Company regularly reviews the underlying assets in its other investment portfolio for events, that may indicate the investment has suffered other-than-temporary decline in value including. These events include but are not limited to bankruptcies, closures and declines in estimated fair value. When a decline is deemed other-than-temporary, we permanently reduce the cost basis component of the investments to its estimated fair value, and the loss is recorded as a component of income from other investments. As such, any recoveries in the value of the investments will not be recognized until the investments are sold.\nWe believe our estimates of each of these items historically have been adequate. However, due to uncertainties inherent in the estimation process, it is reasonably possible that the actual resolution of any of these items could vary significantly from the estimate and, accordingly, there can be no assurance that the estimates may not materially change in the near term.\nReal Estate. Land, buildings and improvements, furniture, fixtures and equipment are recorded at cost. Tenant improvements, which are included in buildings and improvements, are stated at cost. Expenditures for ordinary maintenance and r", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 311817_2020.htm (CIK: 311817, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01815", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data.\nThe financial statements and Report of Independent Registered Public Accounting Firm are listed in the \u201cIndex to the Financial Statements\u201d on page and included on pages through, immediately following the signature page of this Comprehensive Annual Report.\nItem 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1726822_2020.htm (CIK: 1726822, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01816", "source": "edgar", "source_license": "public_domain", "text": "Item 1A.\nRisk Factors.\nRisks Related to Macroeconomic and Political Conditions\nWe may be adversely affected by economic conditions in our market area.\nWe are located in southwestern Virginia and northwestern North Carolina, and our local economy is heavily influenced by the furniture and textile industries, both of which have been in decline in recent years. Further changes in the economy may influence the growth rate of our loans and deposits, the quality of the loan portfolio and loan and deposit pricing. Higher unemployment rates may lead to future increases in past-due and nonperforming loans thus having a negative impact on the earnings of the Bank. An additional, significant decline in general economic conditions caused by inflation, recession, unemployment or other factors beyond our control, would impact these local economic conditions and the demand for banking products and services generally, which could negatively affect our financial condition and performance.\nWe may be adversely impacted by changes in market conditions.\nWe are directly and indirectly affected by fluctuations in market conditions, which are subject to rapid or unpredictable change. Market risk generally represents the risk that values of assets and liabilities or revenues will be adversely affected by changes in market conditions. As a financial institution, market risk is inherent in the financial instruments associated with our operations and activities, including loans, deposits, securities, short-term borrowings, long-term debt and trading account assets and liabilities. A few of the market conditions that may shift from time to time, thereby exposing us to market risk, include fluctuations in interest rates, equity and futures prices, and price deterioration or changes in value due to changes in market perception or actual credit quality of issuers. Our investment securities portfolio, in particular, may be impacted by market conditions beyond our control, including rating agency downgrades of the securities, defaults of the issuers of the securities, lack of market pricing of the securities, and inactivity or instability in the credit markets. Any changes in these conditions, in current accounting principles or interpretations of these principles could impact our assessment of fair value and thus the determination of other-than-temporary impairment of the securities in the investment securities portfolio.\nThe ongoing COVID-19 pandemic and measures intended to prevent its spread may adversely affect our business, financial condition and operations; the extent of such impacts are highly uncertain and difficult to predict.\nGlobal health and economic concerns relating to the COVID-19 outbreak and government actions taken to reduce the spread of the virus have had a material adverse impact on the macroeconomic environment, and the outbreak has significantly increased economic uncertainty. The pandemic has resulted in federal, state and local authorities, including those who govern the markets in which we operate, implementing numerous measures to try to contain the virus. These measures, including shelter in place orders and business limitations and shutdowns, have significantly contributed to rising unemployment and negatively impacted consumer and business spending.\nThe COVID-19 outbreak has adversely impacted and is likely to continue to adversely impact our workforce and operations and the operations of our customers and business partners. In particular, we may experience adverse effects due to a number of operational factors impacting us or our customers or business partners, including but not limited to:\n\u25cf\ncredit losses resulting from financial stress experienced by our borrowers, especially those operating in industries most hard hit by government measures to contain the spread of the virus;\n\u25cf\noperational failures, disruptions or inefficiencies due to changes in our normal business practices necessitated by our internal measures to protect ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1657642_2020.htm (CIK: 1657642, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01817", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11 - EXECUTIVE COMPENSATION\nThe information from the definitive proxy statement of the registrant for the 2021 annual meeting of stockholders under the captions,\n\u00b7\u201cEXECUTIVE OFFICER COMPENSATION,\u201d\n\u00b7COMPENSATION DISCUSSION AND ANALYSIS,\u201d and\n\u00b7BOARD OF DIRECTORS AND OTHER BOARD COMMITTEE REPORTS: Compensation and Option Committee Interlocks and Insider Participation,\u201d specifically excluding the \u201cReport of the Compensation Committee\u201d\nis incorporated herein by reference.\nITEM 12", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 706698_2020.htm (CIK: 706698, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01818", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nTo the Stockholders and the Board of Directors of\n10X Capital Venture Acquisition Corp.\nOpinion on the Financial Statements\nWe have audited the accompanying balance sheet of 10X Capital Venture Acquisition Corp. (the \u201cCompany\u201d) as of December 31, 2020 and the related statements of operations, changes in stockholders\u2019 equity and cash flows for the period from August 10, 2020 (inception) through December 31, 2020, and the related notes (collectively referred to as the \u201cfinancial statements\u201d). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020, and the results of its operations and its cash flows for the period from August 10, 2020 (inception) through December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.\nBasis for Opinion\nThese financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (\u201cPCAOB\u201d) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company\u2019s internal control over financial reporting. Accordingly, we express no such opinion.\nOur audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.\n/s/ WithumSmith+Brown, PC\nWe have served as the Company\u2019s auditor since 2020.\nNew York, New York\nMarch 29, 2021\n10X CAPITAL VENTURE ACQUISITION CORP\nBALANCE SHEET\nDECEMBER 31, 2020\nThe accompanying notes are an integral part of the financial statement.\n10X CAPITAL VENTURE ACQUISITION CORP.\nSTATEMENT OF OPERATIONS\nFOR THE PERIOD FROM AUGUST 10, 2020 (INCEPTION) THROUGH DECEMBER 31, 2020\nThe accompanying notes are an integral part of the financial statement.\n10X CAPITAL VENTURE ACQUISITION CORP\nSTATEMENT OF CHANGES IN STOCKHOLDERS\u2019 EQUITY\nFOR THE PERIOD FROM AUGUST 10, 2020 (INCEPTION) THROUGH DECEMBER 31, 2020\nThe accompanying notes are an integral part of the financial statement.\n10X CAPITAL VENTURE ACQUISITION CORP\nSTATEMENT OF CASH FLOWS\nFOR THE PERIOD FROM AUGUST 10, 2020 (INCEPTION) THROUGH DECEMBER 31, 2020\nThe accompanying notes are an integral part of the financial statement.\nNOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS\n10X Capital Venture Acquisition Corp. (the \u201cCompany\u201d) was incorporated in Delaware on August 10, 2020. The Company was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination wit", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1821595_2020.htm (CIK: 1821595, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01819", "source": "edgar", "source_license": "public_domain", "text": "item 8. financial statements and supplementary data\nSee financial statements included in Item 15, \u201cExhibits, Financial Statement Schedules,\u201d of this Report.\nitem 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1779020_2020.htm (CIK: 1779020, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01820", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. RISK FACTORS\nThe presentation of Risk Factors is not required for smaller reporting companies like Generations Bancorp NY, Inc.\nItem 1B.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1823365_2020.htm (CIK: 1823365, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01821", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.\nThe Trust is a speculative commodity pool. The market sensitive instruments, which are held by the Trading Companies or Galaxy Plus entities in which the Series are invested, are acquired for speculative trading purposes, and all or a substantial amount of the Series\u2019 assets are subject to the risk of trading loss. Unlike an operating company, the risk of market sensitive instruments is integral, not incidental, to the Series\u2019 main line of business.\nMarket movements result in frequent changes in the fair market value of each Trading Company\u2019s open positions and, consequently, in each Series of the Trust\u2019s earnings and cash flow. The Trading Companies\u2019 and Galaxy Plus entities\u2019 and consequently the Series\u2019 market risk is influenced by a wide variety of factors, including the level and volatility of exchange rates, interest rates, equity price levels, the market value of financial instruments and contracts, the diversification effects among the open positions and the liquidity of the markets in which trades are made.\nEach Trading Company and Galaxy Plus entity rapidly acquires and liquidates both long and short positions in a wide range of different markets. Consequently, it is not possible to predict how a particular future market scenario will affect performance, and the past performance for any Series is not necessarily indicative of the future results of such Series.\nAdditional risk of trading loss from investment in an unaffiliated Trading Company may result from the Managing Owner\u2019s inability to directly control or stop trading in the event of exercise of certain withdrawal provisions in the investment agreement.\nThe Trading Companies and Galaxy Plus entities, and consequently the Series\u2019 primary market risk exposures as well as the strategies used and to be used by the Trading Advisors for managing such exposures are subject to numerous uncertainties, contingencies and risks, any one of which could cause the actual results of the Trust\u2019s and the Managing Owner\u2019s risk controls to differ materially from the objectives of such strategies. Government interventions, defaults and expropriations, illiquid markets, the emergence of dominant fundamental factors, political upheavals, changes in historical price relationships, an influx of new market participants, increased regulation and many other factors could result in material losses as well as in material changes to the risk exposures and the risk management strategies of the Trading Companies and Galaxy Plus entities and consequently the Trust. There can be no assurance that the Trading Companies\u2019 and Galaxy Plus entities\u2019 current market exposure and/or risk management strategies will not change materially or that any such strategies will be effective in either the short- or long-term. Investors must be prepared to lose all or substantially all of their investment in a Series.\nQuantitative Market Risk\nTrading Risk\nThe Series\u2019 approximate risk exposure in the various market sectors traded by its Trading Advisors is quantified below in terms of value at risk. Due to the Series\u2019 mark-to-market accounting, any loss in the fair value of the Series\u2019 (through the Trading Companies and Galaxy Plus entities) open positions is directly reflected in the Series\u2019 earnings, realized or unrealized gain/loss.\nExchange maintenance margin requirements have been used by the Trust as the measure of its value at risk. Maintenance margin requirements are set by exchanges to equal or exceed the maximum losses reasonably expected to be incurred in the fair value of any given contract in 95% to 99% of any one-day interval. The maintenance margin levels are established by brokers, dealers and exchanges using historical price studies as well as an assessment of current market volatility and economic fundamentals to provide a probabilistic estimate of the maximum expected near-term one-day price fluctuation. Maintenance margin has been", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1389123_2020.htm (CIK: 1389123, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01822", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data\nConsistent with the rules applicable to \u201csmaller reporting entities\u201d, we have omitted he information required by Item 6.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1784440_2020.htm (CIK: 1784440, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01823", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nTJX provides projections and other forward-looking statements in the following discussions particularly relating to the Company\u2019s future financial performance. These forward-looking statements are estimates based on information currently available to the Company, are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, and subject to the cautionary statements set forth on page 2 of this Form 10-K. The Company\u2019s results are subject to risks and uncertainties including, but not limited to, those described in Part I, Item 1A, Risk Factors, and those identified from time to time in our other filings with the Securities and Exchange Commission. TJX undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future developments or otherwise.\nThe discussion that follows relates to our 52-week fiscal year ended February 1, 2020 (fiscal 2020) and our 52-week fiscal year ended February 2, 2019 (fiscal 2019).\nThe following is a discussion of our consolidated operating results, followed by a discussion of our segment operating results. Discussions of fiscal 2018 items and year-to-year comparisons between fiscal 2019 and fiscal 2018 that are not included in this Form 10-K can be found in \"Management's Discussion and Analysis of Financial Condition and Results of Operations\" in Part II, Item 7 of our annual report on Form 10-K for the fiscal year ended February 2, 2019.\nOVERVIEW\nWe are the leading off-price apparel and home fashions retailer in the U.S. and worldwide. We sell a rapidly changing assortment of apparel, home fashions and other merchandise at prices generally 20% to 60% below full-price retailers\u2019 (including department, specialty, and major online retailers) regular prices on comparable merchandise, every day. We operate over 4,500 stores and have four main segments: in the U.S., Marmaxx (which operates T.J. Maxx, Marshalls, tjmaxx.com and marshalls.com) and HomeGoods (which operates HomeGoods and Homesense); TJX Canada (which operates Winners, HomeSense and Marshalls in Canada); and TJX International (which operates T.K. Maxx, Homesense and tkmaxx.com in Europe, and T.K. Maxx in Australia). In addition to our four main segments, Sierra operates sierra.com and retail stores in the U.S. The results of Sierra are included in the Marmaxx segment.\nHighlights of our financial performance for fiscal 2020 include the following:\n-Net sales increased to $41.7 billion for fiscal 2020, up 7% over fiscal 2019. At February 1, 2020, the number of stores in operation increased 5% and selling square footage increased 4% over the end of fiscal 2019.\n-Comp sales increased 4% in fiscal 2020 over an increase of 6% in fiscal 2019. The fiscal 2020 increase was driven primarily by an increase in customer traffic at each of our four segments.\n-Diluted earnings per share for fiscal 2020 were $2.67 compared to $2.43 per share in fiscal 2019.\n-Our fiscal 2020 pre-tax margin (the ratio of pre-tax income to net sales) was 10.6%, a 0.1 percentage point decrease compared to 10.7% in fiscal 2019.\n-Our cost of sales, including buying and occupancy costs, ratio for fiscal 2020 was 71.5% a 0.1 percentage point increase compared to 71.4% in fiscal 2019.\n-Our selling, general and administrative (\u201cSG&A\u201d) expense ratio for fiscal 2020 was 17.9%, a 0.1 percentage point increase compared to 17.8% in fiscal 2019.\n-Our consolidated average per store inventories, including inventory on hand at our distribution centers (which excludes inventory in transit) and excluding our e-commerce businesses, increased 4% on both a reported basis and a constant currency basis at the end of fiscal 2020 as compared to the prior year.\n-During fiscal 2020, we repurchased 27.1 million shares of our common stock for $1.5 billion, on a \u201ctrade date basis\u201d. Earnings per share reflect the benefit of ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 109198_2020.htm (CIK: 109198, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01824", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nThe risks and uncertainties set forth below, as well as other risks and uncertainties described elsewhere in this Annual Report on Form 10-K including on our consolidated financial statements and related notes and the section titled \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d or in other filings by Chegg with the SEC, could adversely affect our business, financial condition, results of operations, and the trading price of our common stock. Additional risks and uncertainties that are not currently known to us or that are not currently believed by us to be material may also harm our business operations and financial results. Because of the following risks and uncertainties, as well as other factors affecting our financial condition and results of operations, past financial performance should not be considered to be a reliable indicator of future performance, and investors should not use historical trends to anticipate results or trends in future periods.\nSummary of Risk Factors\nBelow is a summary of the principal factors that make an investment in our common stock speculative or risky. This summary does not address all of the risks that we face. Additional discussion of the risks summarized in this risk factor summary, and other risks that we face, can be found below under the heading \u201cRisk Factors\u201d and should be carefully considered, together with other information in this Form 10-K and our other filings with the SEC, before making an investment decision regarding our common stock.\n\u2022The full effect of the COVID-19 pandemic is uncertain and cannot be predicted. The COVID-19 pandemic could worsen, or its effects may be prolonged, which could lead to a materially adverse effect on our business and results of operations.\n\u2022Our limited operating history and evolving digital offerings make it difficult to evaluate our current business and future prospects, and predict results of operations.\n\u2022Our future revenue depends on our ability to continue to attract new students, which have an inherently high rate of turnover primarily due to graduation.\n\u2022If search engines\u2019 methodologies are modified or our search result page rankings decline for other reasons, student engagement with our website could decline, which may harm our business and results of operations.\n\u2022We face competition in aspects of our business, and we expect such competition to increase.\n\u2022We have a history of losses and we may not achieve or sustain profitability in the future.\n\u2022We rely on AWS and other third-party software and service providers to provide systems, storage, and services for our website and any disruption of such services or a material change to our arrangements could adversely affect our business.\n\u2022Our wide variety of accepted payment methods subjects us to third-party payment processing-related risks, including risks associated with credit card fraud.\n\u2022Our business is seasonal, and increased risk from disruption during peak periods makes our operating results difficult to predict.\n\u2022We depend on mobile app stores and operating systems to grow our student user base and their engagement with our learning platform.\n\u2022If we fail to convince brands of the benefits of advertising on our learning platform, or if platforms such as Google Chrome, Safari, or Firefox limit our access to advertising and marketing audiences, or the data required to effectively reach those audiences, our business could be harmed.\n\u2022Government regulation of education and student information is evolving, and unfavorable developments could have an adverse effect on our results of operations.\n\u2022Colleges and certain governments may restrict online access or access to our website, which could lead to the loss of or slowing of growth in our student user base and their level of engagement with our platform.\n\u2022Our international operations, and the expansion thereof, subject us to increased challenges, risks, and costs, which could adverse", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1364954_2020.htm (CIK: 1364954, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01825", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nAEP\nThe information required by this item is incorporated herein by reference to the material under Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations in the 2020 Annual Report. Year-to-year comparisons between 2019 and 2018 have been omitted from this Form 10-K but may be found in \"Management's Discussion and Analysis of Financial Condition\" in Part II, Item 7 of our Form 10-K for the fiscal year ended December 31, 2019, which specific discussion is incorporated herein by reference.\nAEP Texas, AEPTCo, APCo, I&M, OPCo, PSO and SWEPCo\nOmitted pursuant to Instruction I(2)(a). Management\u2019s narrative analysis of the results of operations and other information required by Instruction I(2)(a) is incorporated herein by reference to the material under Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations in the 2020 Annual Report.\nITEM 7A.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 92487_2020.htm (CIK: 92487, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01826", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. TRUSTEES\u2019 DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.\nThe information under the headings \u201cTrustees\u2019 Discussion and Analysis of Financial Condition and Results of Operations,\u201d \u201cLeasehold Royalties,\u201d \u201cTrust Expenses,\u201d and \u201cUnallocated Reserve\u201d in the Annual Report is incorporated herein by reference.\nITEM 7A.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 65172_2020.htm (CIK: 65172, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01827", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nThe information required by this item is incorporated by reference to our 2021 proxy statement, to be filed within 120 days of our fiscal year end (December 31, 2020) and such information is incorporated herein by reference.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 948320_2020.htm (CIK: 948320, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01828", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A.\nQUANTITATIVE\nAND QUALITATIVE\nDISCLOSURES ABOUT MARKET RISK\nThe information called for by ITEM 7A is set forth in ITEM\n7 under the caption \u201cMarket and Liquidity Risk Management\u201d\nand is incorporated herein by reference.\nITEM 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 750574_2020.htm (CIK: 750574, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01829", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nExecutive Compensation\nOur President, CEO and Chairman of the Board of Directors, Robert I. Goldstein, our Chief Financial Officer and Secretary, Rachel Boulds and our Chief Operating Office, Richard Landry are compensated for their services to the Company; no other officer receives compensation from the Company. Until the Company acquires additional capital, it is not anticipated that any other officer other than these three individuals will receive compensation from the Company other than reimbursement for out-of-pocket expenses incurred on behalf of the Company.\nThe Company has no stock option, retirement, pension, or profit sharing programs for the benefit of directors, officers or other employees, but our officers and directors may recommend adoption of one or more such programs in the future.\nEmployment Agreements and Compensation\nOn November 4, 2014, we entered into a five-year Employment Agreement with our President, Chief Executive Officer and Chairman of the Board of Directors, Robert I. Goldstein. The Agreement calls for a salary of $100,000 per year, with his compensation beginning in fiscal 2015 and payable in January 2016. Mr. Goldstein later agreed to temporarily reduce his compensation to $50,000 for 2015. Compensation for 2016 increased to $100,000 as authorized by the Board of Directors.\nOn October 16, 2014, we entered into an employment agreement with Rachel Boulds, our CFO. Ms. Boulds is entitled to receive quarterly payments of $2,500. She also received a stock compensation of 25,000 shares of US Nuclear Corp restricted common stock, on the first anniversary date of her employment.\nOn February 27, 2019, we entered into an employment agreement with Richard Landry, our COO. Mr. Landry is entitled to receive monthly compensation of $10,000.\nSummary Compensation Table\nThe following table provides information regarding the compensation of our named executive officers for the years ended December 31, 2020 and 2019.\n(1) Mr. Goldstein has accrued unpaid salary.\nEquity Incentive Plan\nAs of the date of this Report, the Registrant has not entered into any Equity Incentive Plans.\nOption Grants in the Last Fiscal Year\nNo Stock Appreciation Rights (\u201cSARs\u201d) or options to purchase our stock were granted to the Named Executive Officers during fiscal year ended December 31, 2020.\nRetirement Plan\nWe do not currently have any retirement plan, but we expect to adopt one in the near term.\nDirector Compensation\nThe following table provides information concerning the compensation of the directors of the Company for the past fiscal year:\nThere are no outstanding equity awards or options to directors issued or outstanding.\nCompensation Committee\nAs of the date of this Form 10-K, we did not have a standing Compensation Committee. We intend to establish a Compensation Committee of the Board of Directors. The Compensation Committee would review and approve our salary and benefits policies, including compensation of executive officers. The Compensation Committee would also administer any stock option plans that we may adopt and recommend and approve grants of stock options under such plans.\nAudit Committee Financial Expert\nThe Company does not have an audit committee financial expert.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1543623_2020.htm (CIK: 1543623, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01830", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data\n(1)Net income per common share is based on the weighted average common shares outstanding during each year. Stockholders\u2019 equity per common share is calculated based on actual common shares outstanding at the end of each year.\n(2)Average stockholders' equity is calculated based on the month-end stockholders equity balances between December 31, 2019 and December 31, 2020 (13-month average).\n(3)Debt includes all interest-bearing debt and total capitalization includes interest-bearing debt and stockholders\u2019 equity.\n(4)During 2019, the Company recorded a $5.6 million non-cash impairment charge related to the sale of the Seeger business, resulting in an $0.11 reduction per basic and diluted shares. During 2020, the Company recorded adjustments related to the sale of the Seeger business, including $2.4 million of divestiture charges and $4.2 million of tax expense, resulting in a $0.13 reduction per basic and diluted shares. See Note 3 of the Consolidated Financial Statements.\n(5)Effective January 1, 2019, the Company adopted amended guidance related to leases. See Notes 1 and 20 of the Consolidated Financial Statements.\n(6)During 2018, the Company completed the acquisitions of IGS and Gimatic. The results of IGS and Gimatic, from their acquisitions on July 23, 2018 and October 31, 2018, respectively, have been included within the Company's Consolidated Financial Statements for the period ended December 31, 2018.\n(7)Effective January 1, 2018, the Company adopted amended guidance related to revenue recognition. See Note 4 of the Consolidated Financial Statements.\n(8)During 2018, the Company adopted amended guidance relating to the presentation of pension and other postretirement benefit costs, requiring that other components of expense (other than service expense) be reported separately outside of operating income. The amended guidance was applied retrospectively for the presentation of the service cost component and the other components of net periodic benefit cost in the Consolidated Statements of Income during 2017 and 2016.\n(9)During 2017, the Company completed the acquisition of the assets of the Gammaflux business. The results of Gammaflux, from the acquisition on April 3, 2017, have been included within the Company's Consolidated Financial Statements for the period ended December 31, 2017.\n(10)During 2017, the Company recorded the effects of the U.S. Tax Reform, resulting in tax expense of $96.7 million, or $1.79 per basic share ($1.77 per diluted share). See Note 15 of the Consolidated Financial Statements.\n(11)During 2016, the Company completed the acquisition of FOBOHA. The results of FOBOHA, from the acquisition on August 31, 2016, have been included within the Company's Consolidated Financial Statements for the period ended December 31, 2016.\nTable of Content\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: tax expense, tax reform. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01831", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nThe following risk factors and other information included in this Annual Report on Form 10-K should be carefully considered. The occurrence of any of the following risks or of unknown risks and uncertainties may adversely affect our business, operating results and financial condition.\nRisk Factors Summary\nRisks Related to the Operations of Our Business\n\u2022We may not be able to fully execute our growth strategy due to various factors, such as unreceptive capital markets and/or excessive competition for acquisitions.\n\u2022We may not have sufficient cash from operations to pay the current level of quarterly distribution following the establishment of cash reserves and payment of fees and expenses.\n\u2022Our profitability and cash flow are dependent on our ability to increase or, at a minimum, maintain our current commodity-crude oil, natural gas, refined products, soda ash, NaHS and caustic soda-volumes, which often depend on actions and commitments by parties beyond our control.\n\u2022Many of our crude oil and natural gas transportation customers are producers whose drilling activity levels and spending for transportation have been, and may continue to be, impacted by the deterioration in the commodity markets.\n\u2022Fluctuations in prices for crude oil, refined petroleum products, NaHS, soda ash and caustic soda could adversely affect our business.\nRisks Related to Liquidity and Financing\n\u2022Our indebtedness could adversely restrict our ability to operate, affect our financial condition, prevent us from complying with requirements under our debt instruments and prevent us from paying cash distributions to our unitholders.\n\u2022We may not be able to access adequate capital (debt and/or equity) on economically viable terms, or any terms.\nRisks Related to Legal and Regulatory Compliance\n\u2022Our operations are subject to federal, state and local environmental protection and safety laws and regulations.\n\u2022Climate change legislation and regulatory initiatives may decrease demand for the products we store, transport and sell and increase our operating costs.\n\u2022Changes in environmental laws could increase costs and harm our business, financial condition and results of operations.\nRisks Related to Our Partnership Structure\n\u2022Individual members of the Davison family can exert significant influence over us and may have conflicts of interest with us and may be permitted to favor their interests to the detriment of our other unitholders.\n\u2022Our Class B Common Units may be transferred to a third party without unitholder consent, which could affect our strategic direction.\n\u2022The interruption of distributions to us from our subsidiaries and joint ventures could affect our ability to make payments on indebtedness or cash distributions to our unitholders.\n\u2022We do not have the same flexibility as other types of organizations to accumulate cash and equity to protect against illiquidity in the future.\nTax Risks to Our Unitholders\n\u2022Our tax treatment depends on our status as a partnership for federal income tax purposes, as well as us not being subject to a material amount of entity-level taxation by individual states. If the Internal Revenue Service, or IRS, were to treat us as a corporation (for U.S. federal income tax purposes) or if we were to become subject to a material amount of entity-level taxation for state tax purposes, then our cash available for distribution to our unitholders would be substantially reduced.\n\u2022Our unitholders will be required to pay taxes on income (as well as deemed distributions, if any) from us even if they do not receive any cash distributions from us.\n\u2022Our unitholders will likely be subject to state and local taxes in states where they do not live as a result of an investment in our units.\nGeneral Risks\n\u2022We are exposed to the credit risk of our customers in the ordinary course of our business activities.\n\u2022A natural disaster, pandemic, epidemic, accident, terrorist attack or other interruption event could result in an economic slowd", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, irs, internal revenue. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01832", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nFORWARD-LOOKING STATEMENTS\nThis report contains \u201cforward-looking statements\u201d within the meaning of the securities laws, for which we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. In some cases, forward-looking statements can be identified by terminology such as \u201cexpect,\u201d \u201canticipate,\u201d \u201cintend,\u201d \u201cmay,\u201d \u201cplan,\u201d \u201cwill,\u201d \u201cshould,\u201d \u201ccould,\u201d \u201cwould,\u201d \u201cassume,\u201d \u201cbelieve,\u201d \u201cestimate,\u201d \u201cpredict,\u201d \u201cpotential,\u201d \u201cproject,\u201d \u201ccontinue,\u201d \u201cseek,\u201d and similar expressions, as well as statements in the future tense. We have based these forward-looking statements on our current expectations and projections about future events, based on information currently available to us. Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at which, or means by which, such performance or results will be achieved.\nForward-looking statements are subject to risks, uncertainties, and assumptions, including those described in the section entitled \u201cRisk Factors\u201d and elsewhere in this Annual Report on Form 10-K. Unforeseen developments could cause actual performance or results to differ substantially from those expressed in or suggested by the forward-looking statements. Management does not assume responsibility for the accuracy or completeness of these forward-looking statements. There is no regulation requiring an update of any of the forward-looking statements after the date of this report to conform these statements to actual results or to changes in our expectations.\nOur business activities are affected by many factors, including, without limitation, redemptions by mutual fund shareholders, taxes, general economic and business conditions, including those related to the COVID-19 pandemic, movement of interest rates, competitive conditions, industry regulation, and fluctuations in the stock market, many of which are beyond the control of our management. Further, the business and regulatory environments in which we operate remain complex, uncertain, and subject to change. We expect that regulatory requirements and developments will cause us to incur additional administrative and compliance costs. Notwithstanding the variability in our economic and regulatory environments, we remain focused on the investment performance of the Hennessy Funds and on providing high-quality customer service to investors.\nOur business strategy centers on (i) the identification, completion, and integration of future acquisitions and (ii) organic growth, through both the retention of the mutual fund assets we currently manage and the generation of inflows into the mutual funds we manage. The success of our business strategy may be influenced by the factors discussed in Item 1A, \u201cRisk Factors.\u201d All statements regarding our business strategy, as well as statements regarding market trends and risks and assumptions about changes in the marketplace, are forward-looking by their nature.\nOUR CONTINUING RESPONSE TO THE COVID-19 PANDEMIC\nIn mid-March 2020, in response to the COVID-19 pandemic, we invoked our business continuity plan to ensure a smooth transition to remote work for our employees. We have continued to effectively operate the Company and remain committed to providing the same high level of services to the 16 Hennessy Funds and their shareholders. Further, we have undertaken various initiatives to ensure our continuing success in the work-from-home environment and to look forward to our employees\u2019 returning to the office, including the following:\n\u2022\nRegularly engaging with key partners and service providers to garner assurance regarding their ability to continue to provide high-quality services to us and to the Hennessy Funds;\n\u2022\nStrengthening our digital marketing and public relations, including by ex", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1145255_2020.htm (CIK: 1145255, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01833", "source": "edgar", "source_license": "public_domain", "text": "Item 6.\nSelected Financial Data\n(Dollars in Thousands, Except Per Share Data)\nInterest Income\n$\n106,197\n$\n112,836\n$\n99,395\n$\n86,930\n$\n81,154\nNet Interest Income\n101,326\n103,343\n92,504\n82,982\n77,965\nProvision for Credit Losses\n9,645\n2,027\n2,921\n2,215\nNoninterest Income\n(1)\n111,165\n53,053\n51,565\n51,746\n53,681\nNoninterest Expense\n149,962\n113,609\n111,503\n109,447\n113,213\nIncome Attributable to Noncontrolling Interests\n(2)\n(11,078)\n-\n-\n-\n-\nNet Income Attributable to CCBG\n(3)\n31,576\n30,807\n26,224\n10,863\n11,746\nPer Common Share:\nBasic Net Income\n$\n1.88\n$\n1.84\n$\n1.54\n$\n0.64\n$\n0.69\nDiluted Net Income\n1.88\n1.83\n1.54\n0.64\n0.69\nCash Dividends Declared\n0.57\n0.48\n0.32\n0.24\n0.17\nDiluted Book Value\n19.05\n19.40\n18.00\n16.65\n16.23\nDiluted Tangible Book Value\n(4)\n13.76\n14.37\n12.96\n11.68\n11.23\nPerformance Ratios:\nReturn on Average Assets\n0.93\n%\n1.03\n%\n0.92\n%\n0.39\n%\n0.43\n%\nReturn on Average Equity\n9.36\n9.72\n8.89\n3.83\n4.22\nNet Interest Margin (FTE)\n3.30\n3.85\n3.64\n3.37\n3.25\nNoninterest Income as % of Operating Revenues\n52.32\n33.92\n35.79\n38.41\n40.78\nEfficiency Ratio\n70.43\n72.40\n77.05\n80.50\n85.34\nAsset Quality:\nAllowance for Credit Losses (\"ACL\")\n$\n23,816\n$\n13,905\n$\n14,210\n$\n13,307\n$\n13,431\nACL to Loans Held for Investment (\"HFI\")\n1.19\n%\n0.75\n%\n0.80\n%\n0.80\n%\n0.86\n%\nNonperforming Assets (\"NPAs\")\n6,679\n5,425\n9,101\n11,100\n19,171\nNPAs to Total\nAssets\n0.18\n0.18\n0.31\n0.38\n0.67\nNPAs to Loans HFI plus OREO\n0.33\n0.29\n0.51\n0.67\n1.21\nACL to Non-Performing Loans\n405.66\n310.99\n206.79\n185.87\n157.40\nNet Charge-Offs to Average\nLoans HFI\n0.12\n0.13\n0.12\n0.14\n0.09\nCapital Ratios:\nTier 1 Capital\n16.19\n%\n17.16\n%\n16.36\n%\n16.33\n%\n15.51\n%\nTotal Capital\n17.30\n17.90\n17.13\n17.10\n16.28\nCommon Equity Tier 1 Capital\n13.71\n14.47\n13.58\n13.42\n12.61\nTangible Common Equity\n(4)\n6.25\n8.06\n7.58\n7.09\n6.90\nLeverage\n9.33\n11.25\n10.89\n10.47\n10.23\nEquity to Assets\n8.45\n10.59\n10.23\n9.80\n9.67\nDividend Pay-Out\n30.32\n26.23\n20.78\n37.50\n24.64\nAverages for the Year:\nLoans Held for Investment\n$\n1,957,576\n$\n1,811,738\n$\n1,711,635\n$\n1,610,127\n$\n1,530,260\nEarning Assets\n3,083,675\n2,697,098\n2,561,884\n2,502,231\n2,432,392\nTotal Assets\n3,391,071\n2,987,056\n2,857,148\n2,816,096\n2,752,309\nDeposits\n2,844,347\n2,537,489\n2,422,973\n2,371,871\n2,282,785\nShareowners\u2019 Equity\n337,313\n317,072\n294,864\n283,404\n278,335\nYear-End\nBalances:\nLoans Held for Investment\n$\n2,006,427\n$\n1,835,929\n$\n1,774,225\n$\n1,653,492\n$\n1,561,289\nEarning Assets\n3,475,904\n2,806,913\n2,658,539\n2,582,922\n2,520,053\nTotal Assets\n3,798,071\n3,088,953\n2,959,183\n2,898,794\n2,845,197\nDeposits\n3,217,560\n2,645,454\n2,531,856\n2,469,877\n2,412,286\nShareowners\u2019 Equity\n320,837\n327,016\n302,587\n284,210\n275,168\nOther Data:\nBasic Average Shares Outstanding\n16,784,711\n16,769,507\n17,029,420\n16,951,663\n16,988,747\nDiluted Average Shares Outstanding\n16,821,950\n16,827,413\n17,072,329\n17,012,637\n17,061,186\nShareowners of Record\n(5)\n1,201\n1,243\n1,312\n1,389\n1,489\nBanking Locations\n(5)\nFull-Time Equivalent Associates\n(5)(6)\n(1)\nIncludes $2.5 million gain from sale of trust preferred securities in 2016.\n(2)\nAcquired 51% membership interest in Brand Mortgage Group, LLC , re-named as Capital City Home Loans, on March 1, 2020 - fully consolidated\n(3)\nFor 2017, includes $4.1 million, or $0.24 per diluted share, income tax expense\nadjustment related to the Tax\nCuts and Jobs Act of 2017.\nFor 2018, includes $3.3 million, or $0.19 per diluted share, income tax benefit for\n2017 plan year pension contributions made in 2018.\n(4)\nDiluted tangible book value and tangible common equity ratio are non-GAAP financial measures. For additional\ninformation, including a reconciliation\nto GAAP, refer\nto page 32\n(5)\nAs of February 25th of the following year.\n(6)\nReflects 756 full-time equivalent associates at Core CCBG and 198 full-time\nequivalent associates at CCHL.\nNON-GAAP FINANCIAL MEASURES\nWe present a\ntangible common equity ratio and a tangible book value per\ndiluted share that, in each case, removes the effect of\ngoodwill that resulted from merger and acquisition\nactivity. We\nbelieve these measures\nare us", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax expense, tax benefit. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01834", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors.\nOur business, financial condition, results of operations, cash flows and prospects and the prevailing market price and performance of our Class A Common Stock may be adversely affected by a number of factors, including the material risks noted below. Our stockholders and prospective investors should consider these risks, uncertainties and other factors prior to making an investment decision.\nRisks Related to Our Growth Strategy\nOur investment in new business strategies, services and technologies is inherently risky, and could disrupt our ongoing business or have a material adverse effect on our overall business and results of operations.\nWe have invested and expect to continue to invest in new business strategies, services and technologies, including our EchoPark business. Such endeavors may involve significant risks and uncertainties, including allocating management resources away from current operations, insufficient revenues to offset expenses associated with these new investments, inadequate return of capital on our investments and unidentified issues not discovered in our due diligence of such strategies and offerings. Because these ventures are inherently risky, no assurance can be given that such strategies and offerings will be successful and will not have a material adverse effect on our reputation, financial condition and operating results.\nOur ability to make acquisitions, execute our growth strategy for our EchoPark business and grow organically may be restricted by our ability to obtain capital, the terms of the instruments governing our long-term debt and the need obtain consent from manufacturers.\nWe intend to finance future real estate and dealership acquisitions with cash generated from operations, through issuances of our stock or debt securities and through borrowings under credit arrangements. We may not be able to obtain additional financing by issuing stock or debt securities due to the market price of our Class A Common Stock, overall market conditions or certain covenants under the instruments that govern our long-term debt that restrict our ability to issue additional indebtedness, or the need for manufacturer consent to the issuance of equity securities. Using cash to complete acquisitions could substantially limit our operating and financial flexibility.\nThe amount of capital presently available to us is limited to the liquidity available under our existing debt agreements and cash flows generated through operating activities. Pursuant to the 2016 Credit Facilities (as defined below), we are restricted from making dealership acquisitions in any fiscal year if the aggregate cost of all such acquisitions is in excess of certain amounts, without the written consent of the Required Lenders (as that term is defined in the 2016 Credit Facilities). Our ability to obtain additional sources of financing may be limited by the fact that substantially all of the assets of our dealerships are pledged to secure the indebtedness under the 2016 Credit Facilities and the Silo Floor Plan Facilities (as defined below). These pledges may impede our ability to borrow from other sources. Our pace and scale of growing our EchoPark business may be limited in the event other sources of capital are unavailable.\nIn addition, we are dependent to a significant extent on our ability to finance our new and certain of our used vehicle inventory under the 2016 Floor Plan Facilities or the Silo Floor Plan Facilities (each, as defined below) (collectively, \u201cFloor Plan Financing\u201d). Floor Plan Financing arrangements allow us to borrow money to buy a particular new vehicle from the manufacturer or a used vehicle on trade-in or at auction and pay off the loan when we sell that particular vehicle. We must obtain Floor Plan Financing or obtain consents to assume existing floor plan notes payable in connection with our acquisition of dealerships. In the event that we are unable to obtain such financing, our ability to ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1043509_2020.htm (CIK: 1043509, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01835", "source": "edgar", "source_license": "public_domain", "text": "Item 8.Financial Statements and Supplementary Data\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nTo the stockholders and the Board of Directors of ManTech International Corporation\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheets of ManTech International Corporation and subsidiaries (the \"Company\") as of December 31, 2020 and 2019, the related consolidated statements of income, comprehensive income, changes in stockholders' equity, and cash flows, for each of the three years in the period ended December 31, 2020, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the \"financial statements\"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.\nWe have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 19, 2021, expressed an unqualified opinion on the Company's internal control over financial reporting.\nBasis for Opinion\nThese financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\nCritical Audit Matter\nThe critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.\nRevenue from Contracts with Customers - Refer to Notes 2 and 3 to the financial statements\nCritical Audit Matter Description\nThe Company recognizes revenue on contracts over time when there is a continuous transfer of control to the customer over the duration of the contract as the services are rendered. The accounting conclusions for contracts involves judgment, particularly as it relates to", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 892537_2020.htm (CIK: 892537, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01836", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA.\nThe following selected financial information is qualified by reference to, and should be read in conjunction with, the Company\u2019s consolidated financial statements and the notes thereto, and \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d contained elsewhere herein. The selected consolidated income statement data for the fiscal years ended August 29, 2020, August 31, 2019, and September 1, 2018 and the selected consolidated balance sheet data as of August 29, 2020 and August 31, 2019 are derived from MSC\u2019s audited consolidated financial statements which are included elsewhere herein. The selected consolidated income statement data for the fiscal years ended September 2, 2017, and September 3, 2016, and the selected consolidated balance sheet data as of September 1, 2018, September 2, 2017, and September 3, 2016 are derived from MSC\u2019s audited consolidated financial statements not included herein.\n__________________________\n(1)In the second quarter of fiscal year 2020, the Company paid a special cash dividend of $5.00 per share.\n(2)In fiscal year 2018, the Company recorded a net tax benefit of $40,464 due to the revaluation of its net deferred tax liabilities primarily related to the lower federal corporate tax rate, partially offset by the lower federal benefit for state taxes and the change from a worldwide tax system to a territorial tax system.\n(3)In fiscal year 2019, the Company incurred $6,725 of severance and separation benefits charges and other related costs associated with workforce reduction and increased performance management.\n(4)In fiscal year 2020, the Company incurred $6,583 of consulting-related costs to review the optimization of the Company\u2019s operations, and $10,446 of severance and separation benefits charges and other related costs.\n(5)Total assets and working capital were impacted in fiscal year 2020 by the adoption of ASU 2016-02, \u201cLeases,\u201d as described further in Notes 1 and 10 to the Consolidated Financial Statements included in Item 8. Prior period amounts were not adjusted and continue to be reported in accordance with our historic accounting policies.\n\u200e\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: deferred tax, tax rate, tax benefit. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01837", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nAdvanced Emissions Solutions, Inc.\nReport of Independent Registered Public Accounting Firm\nTo the Stockholders and the Board of Directors of\nAdvanced Emissions Solutions, Inc. and Subsidiaries\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheets of Advanced Emissions Solutions, Inc. and subsidiaries (the Company) as of December 31, 2020 and 2019, the related consolidated statements of operations, changes in stockholders\u2019 equity and cash flows for the years then ended, and the related notes (collectively referred to as the \"consolidated financial statements\"). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2020 and 2019, and the consolidated results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.\nBasis for Opinion\nThese consolidated financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company\u2019s internal control over financial reporting. Accordingly, we express no such opinion.\nOur audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.\nCritical Audit Matters\nThe critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which they relate.\nIncome Taxes - Realizability of Deferred Tax Assets\nAs described in Notes 1 and 18 to the consolidated financial statements, the Company recognizes deferred income taxes for the effects of temporary differences between the tax basis of an asset or liability and their reported amounts in the accompanying consolidated balance sheet. These temporary diff", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, deferred tax. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01838", "source": "edgar", "source_license": "public_domain", "text": "Item 6. SELECTED FINANCIAL DATA\nThe selected consolidated financial data presented below as of the end of each of the fiscal years in the five-year period ended December 25, 2020 have been derived from our audited consolidated financial statements. The data set forth below is qualified by reference to, and should be read in conjunction with our consolidated financial statements and their notes and \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d included elsewhere in this Annual Report on Form 10-K. Our consolidated statement of operations for the fiscal year ended December 30, 2016 contained a 53rd week while all other years presented contained 52 weeks.\nConsolidated Statement of Operations Data:\n(Amounts presented in thousands, except for per share amounts)\n(1)Fiscal year 2020 results of operations were materially impacted by the Pandemic.\n(2)Includes the impact of the reclassification of food processing costs from selling, general, and administrative expenses, to cost of sales and other reclassifications. Refer to the \u201cReclassifications\u201d section of \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d included elsewhere in this Annual Report on Form 10-K.\n(3)Fiscal year 2020 includes a $24,200 write-down related to Del Monte and Bassian trademarks and income of $11,479 related to the revaluation of several earn-out liabilities. Fiscal year 2016 includes income of $8,347 related to the revaluation of the Del Monte earn-out liabilities.\n(4)Fiscal year 2016 includes the impact of our debt restructuring resulting in a loss on extinguishment of debt of $22,310.\n(5)Fiscal year 2017 includes a tax benefit of $3,573 related to the enactment of H.R. 1, originally known as the Tax Cuts and Jobs Act (the \u201cTax Act\u201d). Among other changes to the U.S. Internal Revenue Code, the Tax Act reduced the U.S. federal corporate top tax rate from 35.0% to 21.0%.\n(6)Fiscal year 2019 and beyond includes the impact of recognizing operating lease right-of-use assets and liabilities as a result of our adoption of Accounting Standards Codification Topic 842, \u201cLeases,\u201d as of December 29, 2018.\n(7)We define working capital as current assets less current liabilities.\nAcquisitions Affecting Comparability of Operating Results\nThe Company has made several acquisitions throughout the five-year period ended December 25, 2020. For acquisitions affecting the comparability of the most recent three fiscal years, refer to the \u201cRecent Significant Acquisitions\u201d section of \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d included elsewhere in this Annual Report on Form 10-K. Acquisitions affecting comparability of the previous periods as described below:\nOn August 25, 2017, we entered into an asset purchase agreement to acquire substantially all of the assets of Fells Point, a specialty center-of-the-plate manufacturer and distributor based in the metro Baltimore and Washington DC area. The final purchase price for the transaction was approximately $34.1 million, including $29.7 million paid in cash at closing, $3.3 million consisting of 185,442 shares of our common stock and $1.1 million paid upon settlement of a net working capital true-up. We are also required to pay additional contingent consideration, if earned, in the form of an earn-out amount which could total approximately $12.0 million. The payment of the earn-out liability is subject to the successful achievement of annual Adjusted EBITDA targets for the Fells Point business over a period of four years following closing. We paid $3.0 million during both fiscal 2018 and fiscal 2019 to the former owners of Fells Point related to the successful attainment of the targeted EBITDA in the first two years of their earn-out agreement.\nOn June 27, 2016, we acquired substantially all of the assets of MT Food, based in Chicago, Illinois. Founded in the mid-1990\u2019s, MT Food was a wholesale distributor of dairy, ", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: tax rate, tax benefit, irs, internal revenue. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01839", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Consolidated Financial and Other Data\nThe following tables present selected consolidated financial and other data as of and for the periods indicated below. This selected data has been derived from our audited consolidated financial statements.\nOur historical results are not necessarily indicative of the results that should be expected in any future period. You should read this data together with our audited consolidated financial statements and related notes which are included elsewhere in this Annual Report on Form 10-K, as well as \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations,\u201d also included elsewhere this Annual Report on Form 10-K.\n(1)Indicates non-GAAP financial measure; see \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations-Reconciliation of Non-GAAP Financial Measures\u201d for a reconciliation of the non-GAAP financial measures to their most directly comparable financial measures prepared in accordance with GAAP.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1761312_2020.htm (CIK: 1761312, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01840", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nThis item is included in a separate section at the end of this report beginning on page.\nItem 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 860546_2020.htm (CIK: 860546, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01841", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nThe risks and uncertainties described below could materially and adversely affect our business, financial condition and results of operations and could cause actual results to differ materially from our expectations and projections. You should read these Risk Factors in conjunction with \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d in Item 7 and our Consolidated Financial Statements and related notes in Item 8. There also may be other factors that we cannot anticipate or that are not described in this report generally because we do not currently perceive them to be material. Those factors could cause results to differ materially from our expectations.\nThe COVID-19 pandemic and the efforts to mitigate its impact may have an adverse effect on our business, liquidity, results of operations, financial condition and price of our securities.\nThe pandemic involving the novel strain of coronavirus, or COVID-19, and the measures taken to combat it, may have adverse effect on our business. Public health authorities and governments at local, national and international levels have announced various measures to respond to this pandemic. Some measures that directly or indirectly impact our business include:\n\u25cf voluntary or mandatory quarantines;\n\u25cf restrictions on travel;\n\u25cflimiting gatherings of people in public places: and\nCongestion at all ports, product delays from overseas.\nAlthough we have been deemed an \u201cessential\u201d business by state and local authorities in the areas in which we operate, we have undertaken the following measures in an effort to mitigate the spread of COVID-19 including limiting store business hours and encouraging employees to work remotely if possible. We also have enacted our business continuity plans, including implementing procedures requiring employees working remotely where possible which may make maintaining our normal level of corporate operations, quality controls and internal controls difficult. Moreover, the COVID-19 pandemic has caused temporary or long-term disruptions in our supply chains and/or delays in the delivery of our inventory. Further, the COVID-19 pandemic and mitigation efforts have also adversely affected our customers\u2019 financial condition, resulting in reduced spending for the products we sell.\nAs events are rapidly changing, we do not know how long the COVID-19 pandemic and the measures that have been introduced to respond to it will disrupt our operations or the full extent of that disruption. Further, once we are able to restart normal business hours and operations doing so may take time and will involve costs and uncertainty. We also cannot predict how long the effects of COVID-19 and the efforts to contain it will continue to impact our business after the pandemic is under control. Governments could take additional restrictive measures to combat the pandemic that could further impact our business or the economy in the geographies in which we operate. It is also possible that the impact of the pandemic and response on our suppliers, customers and markets will persist for some time after governments ease their restrictions. These measures have negatively impacted, and may continue to impact, our business and financial condition as the responses to control COVID-19 continue.\nEconomic conditions could adversely affect our business.\nUncertain global economic conditions, in particular in light of the COVID-19 pandemic, could adversely affect our business. Negative global economic trends, such as decreased consumer and business spending, high unemployment levels and declining consumer and business confidence, pose challenges to our business and could result in declining revenues, profitability and cash flow. Although we continue to devote significant resources to support our brands, unfavorable economic conditions may negatively affect demand for our products.\nWe face competition that could prohibit us from developing or increasing ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1604868_2020.htm (CIK: 1604868, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01842", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\n2020 Summary Compensation Table\nThe following table sets forth information regarding compensation earned in or with respect to our fiscal years 2020, and 2019:\n(i) our principal executive officer or other individual serving in a similar capacity during the fiscal year 2020, and 2019\n(ii) our two most highly compensated executive officers other than our principal executive officers who were serving as executive officers at December 31, 2020, and 2019 whose compensation exceed $100,000; and\n(iii) up to two additional individuals for whom disclosure would have been required but for the fact that the individual was not serving as an executive officer at December 31, 2020. Compensation information is shown for the fiscal years ended December 31, 2020, and 2019:\n(1) Ms. Toneguzzo served as the Chief Executive Officer of the Company from June 3, 2019, until her resignation in August 2020.\n(2) In August 2020, Mr. Pier assumed the role of Interim Chief Executive Officer of the Company. Mr. Pier receives $7,500 per month in his role of Executive Chairman of the Board of Directors of the Company, and did not receive any additional compensation for his role as Interim CEO.\n(3) Mr. McCormack served as the Chief Executive Officer of the Company from June 1, 2016 until the closing date of the Investment and Restructuring Agreement on May 21, 2019.\n(4) This amount was not paid by the Company and was transferred to Athens Encapsulation, Inc. (\u201cAEI\u201d) in connection with the IAR Agreement. As such, it is no longer an outstanding obligation of the Company.\n(5) Mr. Farrahar served as the Chief Financial Officer of the Company from January 21, 2015 to February 4, 2020.\n(6) For 2019, $43,750 was not paid and that amount was transferred to AEI in connection with the IAR Agreement.\nNarrative Disclosure to Summary Compensation Table\nExcept as otherwise described below, there are no compensatory plans or arrangements, including payments to be received from the Company with respect to any named executive officer, that would result in payments to such person because of his or her resignation, retirement or other termination of employment with the Company, or our subsidiaries, any change in control, or a change in the person\u2019s responsibilities following a change in control of the Company.\nOutstanding Equity Awards at 2020 Fiscal Year-End\n2020 Option Grants\nThe following table summarizes activities related to stock options of the Company for the years ended December 31, 2020, and 2019:\nPursuant to IAR Agreement disclosed in Note 3 to the audited consolidated financial statements included herein, all vested stock options to employees on the Effective Date were cancelled and one former director\u2019s vested options were reduced from 1,440,000 to 600,000 shares.\nPursuant to the 2019 stock option grant agreements, 600,000 options vested immediately on the date of grant. The remaining options vest ratably over three years. The Company recorded stock compensation expense of $14,781 and $118,649 during the years ended December 31, 2020, and 2019, respectively, on the vested options. As of December 31, 2020, $6,490 of stock compensation expense remains unrecognized and will be expensed over a weighted average period of 1.50 years on the date of the grant, the Company determined the fair value of the options using a closed-form Black-Scholes pricing model and the following assumptions:\n2020 Warrant Issuances\nThe following table summarizes activities related to warrants of the Company for the years ended December 31, 2020, and 2019:\nDuring the period ended December 31, 2019, the Company issued 4,060,000 warrants to purchase shares of common stock in conjunction with a private placement. Of these warrants, 3,980,000 were issued to purchasers of common stock in the private placement as disclosed above. The remaining 80,000 of warrants were issued as consideration for stock issuance costs incurring related to the private placement disclosed ab", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1468639_2020.htm (CIK: 1468639, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01843", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. RISK FACTORS.\nOur future results may be affected by a number of factors over which we have little or no control. The following issues, uncertainties, and risks, among others, should be considered in evaluating our business and outlook. Also, note that additional risks not currently identified or known to us could also negatively impact our business or financial results.\nRisks Relating to the COVID-19 Pandemic\nOur business will continue to be adversely affected by the ongoing coronavirus pandemic.\nThe outbreak of the novel coronavirus (\u201cSARS-CoV-2\u201d or \u201cCOVID-19\u201d) has evolved into a global pandemic. The coronavirus has spread to many regions of the world, including the areas of the United States where we operate. The extent to which the coronavirus impacts our business and operating results will depend on future developments that are highly uncertain and cannot be accurately predicted, including new information that may emerge concerning actions or mandates to contain the coronavirus or treat its impact, among others.\nOur business relies heavily on the demand for petroleum products. The spread of the coronavirus has had and will continue to have a material economic effect on our business due to government-imposed restrictions on travel and shelter-in-place orders, increased teleworking and a reduction in business travel and tourism. We expect a continued reduction in demand for petroleum products at some level throughout the course of the pandemic.\nShould the coronavirus continue to spread, our business operations could be delayed or interrupted. For instance, our operations would be adversely impacted if a number of our administrative personnel, drivers or field personnel are infected and become ill or are quarantined. In response to the pandemic, we have arranged for certain administrative employees to work remotely outside of our offices or to work in shifts. At this time, we believe that our business would generally be exempted from shelter-in-place orders or other mandated local travel restrictions as an essential service but there can be no assurance as to the scope of quarantine orders imposed by local or state governments.\nWhile the potential economic impact brought by and the duration of the pandemic may be difficult to assess or predict, it has already caused, and is likely to result in further, significant disruption of global financial markets, which may reduce our ability to access capital either at all or on favorable terms. In addition, a recession, depression or other sustained adverse market event resulting from the spread of the coronavirus could materially and adversely affect our business and the value of our common stock.\nThe ultimate impact of the current pandemic, or any other health epidemic, is highly uncertain and subject to change. We do not yet know the full extent of potential delays or impacts on our business, or the economy, as a whole. However, these effects could have a material impact on our operations, and we will continue to monitor the situation closely.\nRisks Relating to Our Business\nOur business is subject to general economic and other factors that are largely out of our control and could affect our operations, profitability and cash flow.\nOur business is dependent on various economic factors over which we have little control, that include:\n\u2022\nthe availability of qualified drivers;\n\u2022\naccess to the credit and capital markets;\n\u2022\nrising healthcare costs;\n\u2022\nincreases in fuel prices, taxes and tolls;\n\u2022\nincreases in costs of equipment;\n\u2022\ninterest rate fluctuations;\n\u2022\nexcess capacity in the trucking industry;\n\u2022\nchanges in laws or regulations or changes in license and regulatory fees;\n\u2022\npotential disruptions at U.S. ports of entry and in pipeline operations;\n\u2022\ndownturns in customers\u2019 business cycles; and\n\u2022\ninsurance prices and insurance coverage availability.\nAs a result, we may experience periods of overcapacity, declining prices, lower profit margins and less availability of cash in the f", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1616741_2020.htm (CIK: 1616741, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01844", "source": "edgar", "source_license": "public_domain", "text": "Item 11 Executive Compensation\nThe board of directors administers our option compensation plan. Our Principal Executive Officer and other members of management regularly discuss our compensation issues with the Board of Directors. Subject to Board review, modification and approval, Danny Schoening typically makes recommendations respecting bonuses and equity incentive awards for the other members of the executive management team. The Board establishes all bonus and equity incentive awards for officers and directors in consultation with other members of the management team.\nSummary Compensation Table\nThe following table sets forth, for the years indicated, all compensation paid, distributed or accrued for services, including salary and bonus amounts, rendered in all capacities by our principal executive officer, principal financial officer and all other executive officers who received or are entitled to receive remuneration in excess of $100,000 during the stated periods. These officers are referred to herein as the \u201cnamed executive officers.\u201d Except as provided below, none of our executive officers received annual compensation in excess of $100,000 during the last two fiscal years.\n(1) The amounts in the \u201cOption awards\u201d column reflect the dollar amounts recognized as the executive portion of compensation expense for financial statement reporting purposes for each named executive officer during fiscal 2014 through fiscal 2016, as required by FASB ASC 718, disregarding any estimates for forfeitures relating to service-based vesting conditions. For the assumptions relating to these valuations, see note 10 to our fiscal 2014 audited financial statements.\n(2) On June 15, 2016, the Company issued 150,000 RSUs to its Chief Executive Officer, Danny Schoening, and 50,000 RSUs to its Chief Financial Officer, Karen Hawkins. The RSUs issued to Mr. Schoening and Ms. Hawkins vest as follows: 34% on January 1, 2017, 33% on January 1, 2018 and 33% on January 1, 2019. The total market value of the restricted stock units based on the shares price of $1.85 as of June 15, 2016 is $372 thousand. The restricted stock units were fully vested on January 1, 2019. On June 15, 2017, the Company issued 50,000 RSUs to its General Manager (Applied Optical Products). The RSUs issued to Mr. Bates vest as follows: 34% on January 1, 2018, 33% on January 1, 2019 and 33% on January 1, 2020. The total market value of the restricted stock units granted to Mr. Bates based on the shares price of $0.95 as of June 15, 2017 is $47.5 thousand. On January 2, 2019, the Company issued 150,000 RSUs to its Chief Executive Officer, Danny Schoening, and 50,000 RSUs to its Chief Financial Officer, Karen Hawkins. The RSUs issued to Mr. Schoening and Ms. Hawkins vest as follows: 34% on January 1, 2020, 33% on January 1, 2021 and 33% on January 1, 2022. The total market value of the restricted stock units based on the shares price of $1.32 as of January 2, 2019 is $264 thousand. The cost of the shares is amortized on a straight line basis across the vesting periods. The amounts in the \u201cStock awards\u201d column reflect the dollar amounts recognized as the executive portion of compensation expense for financial statement reporting purposes for each named executive officer during the fiscal years, as required by FASB ASC 718 (prior authoritative literature SFAS 123(R), disregarding any estimates for forfeitures relating to service-based vesting conditions.\n(3) Stanley Hirschman retired as our President as of July 20, 2017 and resigned as a director effective on November 4, 2015.\nOption Grants in Last Fiscal Year\nThere were no Option Grants during the twelve months ended September 27, 2020 or September 29, 2019.\nEmployment Agreements - Danny Schoening\nWe entered into an employment agreement with Danny Schoening dated December 1, 2008. The term of the agreement commenced as of December 1, 2008 and the current term has automatically renewed through December 1, 2020. The term of the agreemen", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1397016_2020.htm (CIK: 1397016, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01845", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. Selected Financial Data\nIn the fourth quarter of 2017, the Company recorded a one-time additional income tax expense of $658 million, or $1.90 per diluted share, related to the enactment of the United States \"Tax Cuts and Jobs Act\" (the \"Act\") on December 22, 2017. The provisions of the Act significantly revised the U.S. corporate income tax rules. The additional tax expense recorded in the fourth quarter of 2017 primarily related to a one-time repatriation tax of $676 million on the deemed repatriation of post-1986 undistributed earnings of foreign subsidiaries and $53 million of additional foreign withholding taxes related to the expected repatriation of foreign held cash and equivalents. These additional tax charges were partially offset by an $82 million one-time income tax benefit related to the remeasurement of deferred tax assets and liabilities in the fourth quarter of 2017 due to the reduction of the U.S. corporate federal tax rate from a maximum of 35% to a flat rate of 21% beginning in 2018 under the Act.\nCertain reclassifications of prior year data have been made to conform to current year reporting, including the adoption of new accounting guidance as discussed below.\nIn March 2016, the Financial Accounting Standards Board (the \"FASB\") issued authoritative guidance that included several changes to simplify the accounting for stock-based compensation, including the accounting for income taxes, forfeitures, statutory tax withholding requirements and classification of tax benefits in the statement of cash flows. Among the more significant changes, the new guidance requires that the income tax effects associated with the settlement of stock-based awards after adoption of the guidance be recognized through income tax expense rather than directly in equity. Excess tax benefits recognized in equity under the prior guidance were $29 million for the year ended December 31, 2016. The Company adopted the new guidance effective January 1, 2017 and applied the new guidance prospectively. Excess tax benefits of $27 million, $28 million, $10 million and $50 million were included in Income taxes in the statement of income for the years ended December 31, 2020, 2019, 2018 and 2017, respectively. The expected effect on income tax expense or net cash provided from operating activities related to future stock-based award settlements will vary each period and will depend on inputs such as the stock price at the time of settlement and the number of awards settled in the period presented.\nAdditional information on the comparability of results is included in Item 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax expense, deferred tax, tax rate. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01846", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data\nThe following financial data should be read in conjunction with our consolidated financial statements and the accompanying notes and the MD&A included elsewhere herein.\n(1)Our fiscal years as reported are the 52- or 53-weeks periods ending on the Friday nearest September 30. Fiscal year 2020 was a 53- week period. Fiscal years 2019, 2018, 2017 and 2016 were 52-week periods.\n(2)In fiscal year 2020, earnings from continuing operations before taxes includes a $40.5 million impairment of loans receivable from the California Proton Treatment Center, $18.7 million in restructuring charges, $17.8 million in impairments to our Maryland Proton Treatment Center and Alabama Proton Treatment Center securities, and $41.9 million in net gains on our equity investments. In fiscal year 2019, earnings from continuing operations before taxes includes a $22.0 million gain on the sale of an equity investment, a $50.5 million goodwill impairment charge related to our Proton Solutions business, a $20.8 million charge associated with the write-off of in-process research and development expenses related to an acquisition, and an $18.6 million charge to acquisition-related expenses due to an increase to the fair value of contingent consideration related to an acquisition. In fiscal year 2018, earnings from continuing operations before taxes includes a $29.7 million hedging loss related to the Australian dollar\npurchase price for Sirtex Medical Limited (\"Sirtex\"), $22.4 million in impairment charges mostly related to our Maryland Proton Therapy Center subordinated loan and $15.7 million of acquisition-related expenses, partially offset by $9.0 million for the Sirtex breakup fee. In fiscal year 2017, earnings from continuing operations before taxes includes $51.4 million in impairment charges related to our loans to the Scripps Proton Therapy Center and a $37.8 million allowance for doubtful accounts from the California Proton Therapy Center and another proton center.\n(3)In fiscal year 2018, taxes on earnings includes a $207.8 million tax expense related to the Tax Cuts and Jobs Act, partially offset by an $8.0 million benefit to income tax expense due to the partial release of a valuation allowance as a result of an acquisition.\n(4)For fiscal years 2016 through 2018, the financial position at year end includes Varex, which is presented as discontinued operations for all periods presented.\n(5)See Note 2, \"Business Combinations,\" for impact from our acquisitions to total assets in fiscal year 2019.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax expense. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01847", "source": "edgar", "source_license": "public_domain", "text": "Item 7A.Quantitative and Qualitative Disclosures About Market Risk\nInterest Rate Sensitivity\nFluctuations in interest rates may result in changes in the fair value of the Company\u2019s financial instruments, cash flows and net interest income. This risk is managed using simulation modeling to calculate the most likely interest rate risk utilizing estimated loan and deposit growth. The objective is to optimize the Company\u2019s financial position, liquidity, and net interest income while limiting volatility.\nSenior management regularly reviews the overall interest rate risk position and evaluates strategies to manage the risk. The Company's Asset and Liability Management Committee (\u201cALCO\u201d) uses simulation analysis to monitor changes in net interest income due to changes in market interest rates. The simulation of rising, declining and flat interest rate scenarios allows management to monitor and adjust interest rate sensitivity to minimize the impact of market interest rate swings. The analysis of the impact on net interest income over a twelve month period is subjected to instantaneous changes in market rates of 100 basis point and 200 basis point increases and a 100 basis point decrease on net interest income and is monitored on a quarterly basis.\nThe following table presents the ALCO simulation model's projected impact of a change in interest rates on the projected baseline net interest income for the 12 and 24 month periods beginning on January 1, 2021, holding all other changes in the balance sheet static. This change in interest rates assumes parallel shifts in the yield curve and does not take into account changes in the slope of the yield curve.\nThe Company had a positive gap position based on contractual and prepayment assumptions for the next 12 months, with a positive cumulative interest rate sensitivity gap as a percentage of total earning assets of 26.3% as of December 31, 2020. This result includes assumptions for core deposit re-pricing validated for the Company by an independent third party consulting group.\nThe computations of interest rate risk do not necessarily include certain actions management may undertake to manage this risk in response to changes in interest rates. Derivative financial instruments, such as interest rate swaps, options, caps, floors, futures and forward contracts may be utilized as components of the Company\u2019s risk management profile.\nMarket Risk\nMarket risk refers to potential losses arising from changes in interest rates, and other relevant market rates or prices.\nInterest rate risk, defined as the exposure of net interest income and Economic Value of Equity (\u201cEVE\u201d) to adverse movements in interest rates, is the Company\u2019s primary market risk, and mainly arises from the structure of the balance sheet (non-trading activities). The Company is also exposed to market risk in its investing activities. The ALCO meets regularly and is responsible for reviewing the interest rate sensitivity position of the Company and establishing policies to monitor and limit exposure to interest rate risk. The policies established by the ALCO are reviewed and approved by the Company\u2019s board of directors. The primary goal of interest rate risk management is to control exposure to interest rate risk, within policy limits approved by the board of directors. These limits reflect the Company\u2019s tolerance for interest rate risk over short-term and long-term horizons.\nThe Company also performs valuation analyses, which are used for evaluating levels of risk present in the balance sheet that might not be taken into account in the net interest income simulation analyses. Whereas net interest income simulation highlights exposures over a relatively short time horizon, valuation analysis incorporates all cash flows over the estimated remaining life of all balance sheet positions. The valuation of the balance sheet, at a point in time, is defined as the discounted present value of asset cash flows minus the discounted value of lia", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 730708_2020.htm (CIK: 730708, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01848", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nThe financial statements and related financial information required to be filed hereunder are indexed under Item 15 of this report and are incorporated herein by reference.\nITEM 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 934549_2020.htm (CIK: 934549, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01849", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\nSELECTED CONSOLIDATED FINANCIAL DATA\nYou should read the following selected consolidated financial data along with \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d and our consolidated financial statements and the accompanying notes, which are included in this Form 10-K. We derived the selected consolidated financial data from our audited consolidated financial statements. As discussed further in Note 3 to our consolidated financial statements, certain businesses were classified as discontinued operations in fiscal year 2020. The discontinued operations classification has been retrospectively applied to fiscal years 2019 and 2018, but not fiscal years 2017 and 2016, which may affect comparability.\n(1)\nIncludes amortization of deferred debt issuance costs.\n(2)\nIncluded in depreciation and amortization above.\n(3)\nIncludes discontinued operations.\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 868857_2020.htm (CIK: 868857, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01850", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. Risk Factors.\nYou should carefully consider the following factors and other information in this Annual Report on Form 10-K. Additional risks which we do not presently consider material, or of which we are not currently aware, may also have an adverse impact on us. Please also see \u201cImportant Factors Regarding Forward-Looking Statements\u201d on page (ii).\nOur financial condition and results of operations could be adversely affected by outbreaks of contagious disease such as the recent COVID-19 pandemic.\nOur business could be adversely affected by a widespread outbreak of contagious disease, including the recent COVID-19 pandemic, resulting in business closures and a limit on consumer and employee travel across the globe. Any outbreak of contagious diseases, and other adverse public health developments, could have a material and adverse effect on our business operations. These could include disruptions or restrictions on our ability to travel, temporary closures of our stores and/or office buildings or the facilities of our wholesale customers or suppliers. We may also see disruptions or delays in shipments and negative impacts to pricing of certain components of our products. Further, any disruption of our customers or suppliers would likely impact our sales and operating results. In addition, a significant outbreak of contagious diseases in the human population could result in a widespread health crisis that could adversely affect the economies and financial markets of many countries, resulting in an economic downturn that could affect demand for our end customers\u2019 products and likely impact our operating results. The resulting economic downturn can also negatively impact our stock price.\nAs of the time of this filing, the impacts of the COVID-19 pandemic have been broad reaching, including impacts to our retail, wholesale and licensing businesses. The pandemic has had an impact on our business globally, with significant temporary store closures and materially lower store traffic at stores that remain open. The COVID-19 pandemic is also impacting the Asia region where we source most of our inventory. Temporary factory closures and the pace of workers returning to work could further impact our suppliers\u2019 ability to source certain raw materials and to produce and fulfill finished goods orders in a timely manner. As of the date of this filing, we have also experienced modest impacts on deliveries, driven primarily by factory labor shortages and port congestion. However, the ability of our distribution and logistics providers to operate may be further impacted depending on the continued severity and duration of the pandemic and may have a significant impact on the cost and timing of receipts for future seasons. The occurrence of any of these events could further negatively impact our future consolidated financial position, results of operations and cash flows. There could be a prolonged impact on our business due to slow economic recovery or changes in consumer behavior. We currently anticipate that we will be able to satisfy our ongoing cash requirements during the next twelve months primarily with cash flow from operations and existing cash balances as supplemented by borrowings under our existing Credit Facility in the U.S. and Canada as well as bank facilities in Europe and China as needed. However, if we have sustained decrease in consumer demand related to the COVID-19 pandemic, we may require access to additional credit. There is no guarantee that we will be able to obtain additional credit or to extend or refinance our existing borrowing agreements, if needed. The results for the first quarter of fiscal 2021 as well as full fiscal 2021 could also be impacted in ways we are not able to predict today, including, but not limited to, non-cash write-downs and asset impairment charges (including impairments on property and equipment, operating lease right-of use assets and goodwill); unrealized gains or losses related to inv", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 912463_2020.htm (CIK: 912463, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01851", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\n(1)2017 includes Valspar financial results since June 1, 2017.\n(2)2020 includes acquisition-related amortization expense of $304.5 million. 2019 includes acquisition-related costs of $389.3 million, non-cash trademark impairment charges of $122.1 million, domestic pension plan settlement expense of $32.4 million, as well as a Brazil indirect tax credit of $50.8 million and a benefit from the resolution of the California litigation of $34.7 million. 2018 includes acquisition-related costs of $484.4 million, environmental expense provisions of $167.6 million, California litigation expense of $136.3 million and domestic pension plan settlement expense of $37.6 million. 2017 includes acquisition-related costs of $488.6 million.\n(3)2020 includes after-tax acquisition-related amortization expense of $230.0 million. 2019 includes after-tax acquisition-related costs of $299.6 million, after-tax trademark impairment charges of $93.1 million, tax credit investment loss of $74.3 million and after-tax domestic pension plan settlement expense of $25.0 million, partially offset by an after-tax Brazil indirect tax credit of $33.3 million and after-tax benefit from the resolution of the California litigation of $26.1 million. 2018 includes after-tax acquisition-related costs of $394.4 million, after-tax environmental expense provisions of $126.1 million, after-tax California litigation expense of $103.4 million and after-tax domestic pension plan settlement expense of $28.3 million. 2017 includes a one-time income tax benefit of $668.8 million from deferred income tax reductions resulting from the Tax Act (see Note 19 of Item 8) and includes after-tax acquisition-related costs of $329.4 million.\n(4)Effective January 1, 2019, the Company adopted ASU 2016-02, \u201cLeases\u201d (ASC 842) using the modified retrospective transition method. As a result, total assets in 2020 and 2019 include operating lease right-of-use assets. See the Consolidated Balance Sheets and Note 8 in Item 8 for additional information.\n(5)2020 includes a charge of $2.50 per share for acquisition-related amortization expense. 2019 includes charges of $3.21 per share for acquisition-related costs, $1.00 per share for non-cash trademark impairment charges, a tax credit investment loss of $0.79 per share and domestic pension plan settlement expense of $0.27 per share, partially offset by a Brazil indirect tax credit of $0.36 per share and a benefit from the resolution of the California litigation of $0.28 per share. 2018 includes charges of $4.15 per share for acquisition-related costs, $1.32 per share for environmental expense provisions, $1.09 per share for California litigation expense and $0.30 per share for domestic pension plan settlement expense. 2017 includes a one-time benefit of $7.04 per share from deferred income tax reductions resulting from the Tax Act (see Note 19 of Item 8) and a charge of $3.47 per share for acquisition-related costs.\n(6)Based on net income and shareholders\u2019 equity at beginning of year.\n(7)Based on cash dividends per common share and prior year\u2019s diluted net income per common share.\n(8)Ratio of income before income taxes and interest expense to interest expense.\n(9)Based on income before income taxes. 2017 excludes impact of one-time income tax benefit primarily related to the Tax Act (see Note 19 of Item 8).\n(10)EBITDA is a non-GAAP measure which management believes enhances the understanding of the Company\u2019s operating performance. See the Non-GAAP Financial Measures section within this Item 6 for additional information.\n(11)See Note 1 to the Consolidated Financial Statements in Item 8 for additional information.\nNon-GAAP Financial Measures\nManagement utilizes certain financial measures that are not in accordance with U.S. generally accepted accounting principles (US GAAP) to analyze and manage the performance of the business. The required disclosures for these non-GAAP measures are shown below. The Company provides suc", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax benefit, tax credit. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01852", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nInvesting in our common stock involves a high degree of risk. You should consider carefully the risks and uncertainties described below, together with all of the other information contained in this report, and in our other public filings in evaluating our business. Our business, financial condition, operating results, cash flow, and prospects could be materially and adversely affected by any of these risks or uncertainties. In that event, the market price of our common stock could decline and you could lose part or all of your investment.\nRisks Related to our Business and Industry\nThe ongoing COVID-19 pandemic could materially and adversely affect our business, results of operations and financial condition.\nIn March 2020, the World Health Organization declared the outbreak of COVID-19 a pandemic, which continues to spread throughout the United States and the world and has resulted in authorities implementing numerous measures to contain the virus, including travel bans and restrictions, quarantines, shelter-in-place orders, and business limitations and shutdowns. While we are unable to accurately predict the full impact that COVID-19 will have on our results from operations, financial condition, liquidity and cash flows due to numerous uncertainties, including the duration and severity of the pandemic and containment measures, our compliance with these measures has impacted our day-to-day operations and could disrupt our business and operations, as well as that of our marketers, FI partners, suppliers and others with whom we work, for an indefinite period of time. To support the health and well-being of our employees, marketers, FI partners and communities, our employees began working remotely in March 2020 and are still working from home. In addition, many of our marketers and prospective marketers, as well as our FI partners, are working remotely. The disruptions to our operations caused by COVID-19 may result in inefficiencies, delays and additional costs that we cannot fully mitigate through remote or other alternative work arrangements. In addition, given the economic uncertainty created by COVID-19, we have and may continue to see delays in our sales cycle, failures of marketers to renew at all or to renew at a reduced scope their agreements with us, requests from marketers for payment term deferrals as well as pricing concessions, which, if significant, could materially and adversely affect our business, results of operations and financial condition. The extent of the impact of COVID-19 on our operational and financial performance will depend on certain developments, including the duration and spread of the outbreak, its impact on industry events, and its effect on consumer spending, our marketers, FI partners, suppliers and vendors and other parties with whom we do business, all of which are uncertain and cannot be predicted at this time. To the extent possible, we are conducting business as usual, with necessary or advisable modifications to employee travel, employee work locations, and cancellation of marketing events. We will continue to actively monitor the rapidly evolving situation related to COVID-19 and may take actions that alter our business operations, including those that may be required by federal, foreign, state or local authorities, or that we determine are in the best interests of our employees, marketers, FI partners, suppliers, vendors and stockholders. At this point, the extent to which the COVID-19 pandemic may impact our business, results of operations and financial condition is uncertain.\nMore generally, the pandemic raises the possibility of an extended global economic downturn and has caused volatility in financial markets, which could materially and adversely affect demand for our solution and materially and adversely impact our results and financial condition even after the pandemic is contained and the shelter-in-place orders are lifted. For example, we may be unable to ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1666071_2020.htm (CIK: 1666071, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01853", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\n(1)Includes non-cash impairment charges totaling $10,057 associated with our towable segment.\n(2)Includes six months of the operations of the Erwin Hymer Group from the date of acquisition during the fiscal year.\n(3)Includes a non-cash goodwill impairment charge of $9,113 associated with a subsidiary in our towable segment.\n(4)Includes one month of the operations of Jayco from the date of its acquisition during the fiscal year.\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 730263_2020.htm (CIK: 730263, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01854", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nInformation required by this item can be found in the sections entitled \u201cDirector Compensation,\u201d \u201cCompensation Committee Interlocks and Insider Participation in Compensation Decisions,\u201d \u201cExecutive Compensation\u201d and \"Compensation Tables and Explanatory Information\" of the Proxy Statement for the Company's 2021 Annual Meeting of Stockholders and is incorporated herein by reference.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1433660_2020.htm (CIK: 1433660, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01855", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nInformation required by Items 402 and 407(e)(4) and (e)(5) of Regulation S-K will be contained in and is hereby incorporated by reference to our definitive Proxy Statement for our 2021 Annual Meeting of Stockholders to be filed pursuant to Regulation 14A promulgated by the SEC under the Exchange Act.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 101984_2020.htm (CIK: 101984, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01856", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nCompensation Discussion and Analysis\nOther than the monthly payment of $10,000 to our sponsor for office space, administrative and support services, none of our executive officers or directors has received any cash (or non-cash) compensation for services rendered to us. Our sponsor, executive officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our independent directors, review on a quarterly basis all payments that were made to our sponsor, officers, directors or our or their affiliates.\nAfter the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting, management or other fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our shareholders in connection with a proposed business combination. It is unlikely the amount of such compensation will be known at the time, because the directors of the post-combination business will be responsible for determining executive and director compensation. Any compensation to be paid to our officers will be determined by our compensation committee.\nWe do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our executive officers and directors may negotiate employment or consulting arrangements to remain with us after the initial business combination. For example, it is anticipated that Ms. Murphy and one other member of our board, will be elected as directors of the combined company in connection with the consummation of the Merger. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management\u2019s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our executive officers and directors that provide for benefits upon termination of employment.\nThe Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management and, based upon its review and discussions, the Compensation Committee recommended to the board of directors that the Compensation Discussion and Analysis be included in this Annual Report on Form 10-K for the year ended December 31, 2020.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1817944_2020.htm (CIK: 1817944, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01857", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk\nWe are exposed to market risk related to changes in interest rates. As of December 31, 2020, we had cash and cash equivalents of $47.6 million, consisting primarily of demand deposits with U.S. banking institutions. Our primary exposure to market risk is interest rate sensitivity, which is affected by changes in the general level of U.S. interest rates, particularly because our investments are in cash and cash equivalents. Due to the nature of our deposits and the low risk profile of our investments, an immediate 10% change in interest rates would not have a material effect on the fair market value of our deposits.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1600132_2020.htm (CIK: 1600132, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01858", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nThe following discussion contains forward-looking statements, including, without limitation, our expectations and statements regarding our outlook and future revenues, expenses, results of operations, liquidity, plans, strategies and management objectives and any assumptions underlying any of the foregoing. Our actual results may differ significantly from those projected in the forward-looking statements. Our forward-looking statements and factors that might cause future actual results to differ materially from our recent results or those projected in the forward-looking statements include, but are not limited to, those discussed in the section titled \u201cForward-Looking Information\u201d and \u201cRisk Factors\u201d of this Annual Report on Form 10-K. Except as required by law, we assume no obligation to update the forward-looking statements or our risk factors for any reason.\nThe following section generally discusses Fiscal Year 2020 and 2019 items and year-to-year comparisons between Fiscal Year 2020 and 2019, as well as certain Fiscal Year 2018 items. Discussions of Fiscal Year 2018 items and year-to-year comparisons between fiscal year 2019 and 2018 that are not included in this Form 10-K can be found in \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended January 31, 2019.\nOverview\nWe are a global leader in customer relationship management (\u201cCRM\u201d) technology that brings companies and customers together. We introduced our first CRM solution in 2000, and we have since expanded our service offerings with new editions, features and platform capabilities. Our core mission is to enable our customers of every size and industry to connect with their customers in new ways through existing and emerging technologies, including cloud, mobile, social, blockchain, voice and artificial intelligence (\u201cAI\u201d), to transform their businesses. Our Customer 360 platform unites sales, service, marketing, commerce, analytics and more to give our customers a single source of information about their customers.\nWebsite references throughout this document are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this report.\nHighlights from the Fiscal Year 2020.\n\u2022Acquisitions: During fiscal 2020 we completed the acquisition of Tableau Software, Inc. (\"Tableau\") for $14.8 billion in common stock issued, cash and fair value of equity assumed, ClickSoftware Technologies Ltd. (\"ClickSoftware\") for $1.4 billion in cash, common stock issued and fair value of equity assumed, and Salesforce.org for $300 million in cash.\n\u2022Revenue: Total fiscal 2020 revenue was $17.1 billion, an increase of 29 percent year-over-year. Total fiscal 2020 revenues included approximately $228 million and $689 million of revenues from Salesforce.org and Tableau, respectively.\n\u2022Earnings per Share: Fiscal 2020 diluted earnings per share was $0.15, as compared to diluted earnings per share of $1.43 from a year ago.\n\u2022Cash: Total cash, cash equivalents and marketable securities ended the fiscal year at $7.9 billion. Cash provided by operations for fiscal 2020 was $4.3 billion, an increase of 27 percent year-over-year.\n\u2022Remaining Performance Obligation: Remaining performance obligation ended the fiscal year at approximately $30.8 billion, an increase of 20 percent year-over-year. Our remaining performance obligation includes approximately $450 million and $650 million related to the Salesforce.org business combination in June 2019 and the Tableau acquisition in August 2019, respectively. Current remaining performance obligation ended the fiscal year at approximately $15.0 billion, an increase of 26 percent year-over-year.\nWe continue to invest for future growth through focusing on multi-cloud adoption by our existing customers, growing our rela", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1108524_2020.htm (CIK: 1108524, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01859", "source": "edgar", "source_license": "public_domain", "text": "Item 7.\nManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\nReferences\nin this Annual Report on Form 10-K to \u201cwe,\u201d \u201cus,\u201d \u201cour\u201d or the \u201cCompany\u201d refer\nto Empower Ltd. References to our \u201cmanagement\u201d or our \u201cmanagement team\u201d refer to our officers and directors,\nand references to the \u201csponsor\u201d refer to Empower Sponsor Holdings LLC. The following discussion and analysis of the\nCompany\u2019s financial condition and results of operations should be read in conjunction with our audited financial statements\nand the notes related thereto which are included in \u201cItem 8. Financial Statements and Supplementary Data\u201d of this\nAnnual Report on Form 10-K. Certain information contained in the discussion and analysis set forth below includes forward-looking\nstatements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of\nmany factors, including those set forth under \u201cSpecial Note Regarding Forward-Looking Statements,\u201d \u201cItem 1A.\nRisk Factors\u201d and elsewhere in this Annual Report on Form 10-K.\nOverview\nWe\nare a blank check company incorporated in the Cayman Islands on August 19, 2020 formed for the purpose of effecting our initial\nbusiness combination We intend to effectuate our initial business combination using cash derived from the proceeds of the Initial\nPublic Offering and the sale of the private placement warrants, our shares, debt or a combination of cash, shares and debt.\nWe\nexpect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to\ncomplete our initial business combination will be successful.\nResults\nof Operations\nWe\nhave neither engaged in any operations nor generated any operating revenues to date. Our only activities from inception through\nDecember 31, 2020 were organizational activities and those necessary to prepare for the Initial Public Offering, described below\nand looking for a business combination. We do not expect to generate any operating revenues until after the completion of our\ninitial business combination. We expect to generate non-operating income in the form of interest income on marketable securities\nheld after the Initial Public Offering. We expect that we will incur increased expenses as a result of being a public company\n(for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with\nsearching for, and completing, our initial business combination.\nFor\nthe period from August 19, 2020 (inception) through December 31, 2020, we had a net loss of $221,009, which consisted of formation\nand operating costs of $273,915, offset by interest earned on marketable securities held in the trust account of $49,118 and an\nunrealized gain on marketable securities held in the trust account of $3,788.\nLiquidity\nand Capital Resources\nOn October 9, 2020, we consummated the Initial Public Offering of 25,000,000 units, at a price of $10.00 per unit, generating gross proceeds of $250,000,000. After deducting underwriting fees of $5,000,000, we received net proceeds of $245,000,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 4,666,667 private placement warrants to the sponsor at a price of $1.50 per private placement warrant generating gross proceeds of $7,000,000. We incurred $465,163 of other offering costs, resulting in net cash provided by financing activities of $251,554,837 for the period from August 19, 2020 (inception) through December 31, 2020. Deferred underwriting costs of $8,750,000 were also incurred in connection with the Initial Public Offering, but are not payable until consummation of our initial business combination.\nFor the period from August 19, 2020 (inception) through December 31, 2020, cash used in investing activities was $250,000,000. Following the Initial Public Offering, and the sale of the private placement warrants, we invested $250,000,000 in the tru", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1822928_2020.htm (CIK: 1822928, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01860", "source": "edgar", "source_license": "public_domain", "text": "Item 6. SELECTED FINANCIAL DATA (1)\nIn millions, except per share amounts:\n(a)Net earnings for the year ended December 31, 2020, includes goodwill and intangible asset impairment charges of $99.0 million (net of tax), predominantly related to the economic challenges stemming from the ongoing COVID-19 pandemic and the expected impacts on the future cash flows in our EMEA and Asia Pacific segments, as well as a $37.9 million loss on assets held for sale at December 31, 2020 related to our Qatar Metal Industries (\"QMI\") business.\n(b)Net earnings for the year ended December 31, 2019, includes a $31.4 million (net of tax) loss related to the divestitures of our business operations in Colombia and Turkey.\n(c)Net earnings for the year ended December 31, 2018, includes a $21.9 million tax benefit related to an adjustment to the provisional amounts previously recognized related to the enactment of the 2017 U.S. Tax Cuts and Jobs Act (the \"Tax Reform Act\").\n(d)Net earnings for the year ended December 31, 2017, includes $44.7 million of costs related to the refinancing of our credit facilities and senior notes and a net tax charge of $53.5 million related to the Tax Reform Act.\n(e)Net earnings for the year ended December 31, 2016, includes $84.4 million of losses related to our previously divested Systems Integration business.\n(1) The Company has not restated 2016 - 2017 for the impact of the adoption of ASC Topic 606, \"Revenue from Contracts with Customers\" (\"ASC 606\") as of January 1, 2018, nor has the Company restated the Total assets for 2016 - 2018 for the impact of the adoption of ASC Topic 842, \"Leases\" as of January 1, 2019. The impact of excluding these standards in prior period presentation is not material.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: tax benefit, tax reform. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01861", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. Financial Statements and Supplementary Data\nCrowe LLP\nIndependent Member Crowe Global\nReport of Independent Registered Public Accounting Firm\nShareholders and the Board of Directors of\nEsquire Financial Holdings, Inc.\nJericho, New York\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated statements of financial condition of Esquire Financial Holdings, Inc. (the \"Company\") as of December 31, 2020 and 2019, the related consolidated statements of income, comprehensive income, changes in stockholders\u2019 equity, and cash flows for each of the years in the three-year period ended December 31, 2020, and the related notes (collectively referred to as the \"financial statements\"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.\nBasis for Opinion\nThese financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (\"PCAOB\") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.\nOur audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\n/s/ Crowe LLP\nWe have served as the Company\u2019s auditor since 2006.\nNew York, New York\nMarch 19, 2021\nESQUIRE FINANCIAL HOLDINGS, INC.\nCONSOLIDATED STATEMENTS OF FINANCIAL CONDITION\n(Dollars in thousands, except per share data)\nSee accompanying notes to consolidated financial statements.\nESQUIRE FINANCIAL HOLDINGS, INC.\nCONSOLIDATED STATEMENTS OF INCOME\n(Dollars in thousands, except per share data)\nSee accompanying notes to consolidated financial statements.\nESQUIRE FINANCIAL HOLDINGS, INC.\nCONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME\n(Dollars in thousands)\nSee accompanying notes to consolidated financial statements.\nESQUIRE FINANCIAL HOLDINGS, INC.\nCONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS\u2019 EQUITY\n(Dollars in thousands)\nSee accompanying notes to consolidated financial statements.\nESQUIRE FINANCIAL HOLDINGS, INC.\nCONSOLIDATED STATEMENTS OF CASH FLOWS\n(Dollars in thousands)\nSee accompanying notes to consolidated financial statements.\nESQUIRE FINANCIAL HOLDINGS, INC.\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\nDecember 31, 2020 and 2019\n(Dollars in thousands, except per share data)\nNOTE 1\u2009", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1531031_2020.htm (CIK: 1531031, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01862", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7 - MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nDiscussion of financial condition and liquidity for NSP-Minnesota is omitted per conditions set forth in general instructions I(1)(a) and (b) of Form 10-K for wholly owned subsidiaries. It is replaced with management\u2019s narrative analysis and the results of operations for the current year as set forth in general instructions I(2)(a) of Form 10-K for wholly owned subsidiaries (reduced disclosure format).\nNon-GAAP Financial Measures\nThe following discussion includes financial information prepared in accordance with GAAP, as well as certain non-GAAP financial measures such as, electric margin, natural gas margin, and ongoing earnings. Generally, a non-GAAP financial measure is a measure of a company\u2019s financial performance, financial position or cash flows that excludes (or includes) amounts that are adjusted from measures calculated and presented in accordance with GAAP. NSP-Minnesota\u2019s management uses non-GAAP measures for financial planning and analysis, for reporting of results to the Board of Directors, in determining performance-based compensation and communicating its earnings outlook to analysts and investors. Non-GAAP financial measures are intended to supplement investors\u2019 understanding of our performance and should not be considered alternatives for financial measures presented in accordance with GAAP. These measures are discussed in more detail below and may not be comparable to other companies\u2019 similarly titled non-GAAP financial measures.\nElectric and Natural Gas Margins\nElectric margin is presented as electric revenues less electric fuel and purchased power expenses. Natural gas margin is presented as natural gas revenues less the cost of natural gas sold and transported. Expenses incurred for electric fuel and purchased power and the cost of natural gas are generally recovered through various regulatory recovery mechanisms. As a result, changes in these expenses are generally offset in operating revenues.\nManagement believes electric and natural gas margins provide the most meaningful basis for evaluating our operations because they exclude the revenue impact of fluctuations in these expenses. These margins can be reconciled to operating income, a GAAP measure, by including other operating revenues, cost of sales-other, O&M expenses, conservation and DSM expenses, depreciation and amortization and taxes (other than income taxes).\nEarnings Adjusted for Certain Items (Ongoing Earnings)\nOngoing earnings reflect adjustments to GAAP earnings (net income) for certain items.\nWe use these non-GAAP financial measures to evaluate and provide details of NSP-Minnesota\u2019s core earnings and underlying performance. We believe these measurements are useful to investors to evaluate the actual and projected financial performance and contribution of NSP-Minnesota. For the years ended Dec. 31, 2020 and 2019, there were no adjustments to GAAP earnings and therefore GAAP earnings equal ongoing earnings.\nResults of Operations\n2020 Comparison with 2019\nNSP-Minnesota\u2019s net income was approximately $591 million for 2020, compared with approximately $543 million for 2019. The increase in earnings was driven by higher electric margin (riders, wholesale transmission revenue and a sales true-up mechanism, which reflects lower sales due to COVID-19) and lower O&M expenses, partially offset by increased depreciation and lower natural gas margin.\nElectric Margin\nElectric revenues and fuel and purchased power expenses are impacted by fluctuations in the price of natural gas, coal and uranium. However, these fluctuations have minimal impact on margin due to fuel recovery mechanisms. In addition, electric customers receive a credit for PTCs generated, which reduce electric revenue and margin (offset by lower tax expense).\nElectric Revenues and Margin:\nChanges in Electric Margin:\nNatural Gas Margin\nNatural gas expense varies with changing sales and cost of na", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax expense. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01863", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nProsper Marketplace, Inc. - Compensation Discussion and Analysis\nOverview\nThis section describes PMI's executive compensation objectives, compensation-setting process, executive compensation components and significant 2020 compensation decisions for PMI's named executive officers (\u201cNEOs\u201d). The compensation provided to PMI's NEOs for 2020 is set forth in detail in the Summary Compensation Table and other tables and the accompanying footnotes and narrative that follow this section.\nPMI's named executive officers for 2020 are as follows:\n\u2022David Kimball, our Chief Executive Officer;\n\u2022Usama Ashraf, our Chief Financial Officer, and our President as of March 1, 2021;\n\u2022Nasos Topakas, our Chief Technology Officer;\n\u2022Julie Hwang, our General Counsel and Secretary; and\n\u2022Ashish Gupta, our Chief Credit Officer.\nExecutive Compensation Objectives\nThe objectives of PMI's executive compensation are to:\n\u2022attract, retain and motivate senior leaders who are capable of advancing PMI's mission and strategy and ultimately, creating and maintaining its long-term equity value;\n\u2022align the interests of PMI's executive officers with its stockholders\u2019 long-term interests; and\n\u2022reward executive officers for their contributions to PMI's overall performance as well as for their individual performance.\nCompensation-Setting Process\nRole of Our Compensation Committee. The Compensation Committee has primary responsibility for overseeing all aspects of our executive compensation program, including evaluating and approving executive salaries, annual bonus awards and the size and structure of equity awards for PMI's executive officers, including the NEOs.\nRole of Management. In setting 2020 compensation, PMI's Chief Executive Officer worked closely with the Compensation Committee in making recommendations and attending Committee meetings. Because of his daily involvement with PMI's executive team, the Chief Executive Officer was involved in the determination of compensation for all of PMI's executive officers other than himself. The Compensation Committee also delegated to the Chief Executive Officer the authority to make compensation decisions for senior management and executive officers (other than the Chief Executive Officer, Chief Financial Officer, President and Chief Operating Officer), subject to certain compensation limits set by the Compensation Committee.\nExecutive Compensation Components\nPMI's executive compensation package includes: (1) base salary; (2) cash bonuses; and (3) long term incentives, generally in the form of cash and equity-based compensation, such as stock options and restricted stock units. PMI believes that this compensation mix supports its objective of attracting, motivating and retaining a talented and entrepreneurial executive team who will provide leadership for Prosper\u2019s success in dynamic and competitive markets. PMI's compensation program is balanced among all three components in order to attract top talent and maximize retention, while ensuring that an appropriate portion of the executives\u2019 compensation is tied to the Company's and its stockholders\u2019 long-term interests.\nBase Salary\nBase salary is a fixed amount, and is not tied to any metric relating to the performance of PMI's business as a whole. The base salary of each executive officer is initially established in the executive officer's offer letter, and reviewed annually by the Compensation Committee. In determining base salaries for 2020, PMI's Compensation Committee together with the Chief Executive Officer considered the individual executive officer's scope of responsibilities, contributions, prior salary level and position (in case of a promotion), and financial and market conditions.\nIn light of the uncertainties related to the COVID-19 pandemic and its potential impact on the Company\u2019s operations and financial results, in May 2020, PMI implemented temporary salary reductions for all employees with annualized base salaries greater than $1", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1542574_2020.htm (CIK: 1542574, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01864", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations\nMANAGEMENT'S DISCUSSION AND ANALYSIS OF\nFINANCIAL CONDITION AND RESULTS OF OPERATIONS\nGeneral\nManagement's Discussion and Analysis of Financial Condition and Results of Operations is intended to assist in understanding the consolidated financial condition and results of operations of the Company. The information contained in this section should be read in conjunction with the Consolidated Financial Statements and accompanying notes thereto included in Item 8 of this Annual Report on Form 10-K.\nOverview\nTimberland Bancorp, Inc., a Washington corporation, is the holding company for Timberland Bank. The Bank opened for business in 1915 and serves consumers and businesses across Grays Harbor, Thurston, Pierce, King, Kitsap and Lewis counties, Washington with a full range of lending and deposit services through its 24 branches (including its main office in Hoquiam). At September 30, 2020, the Company had total assets of $1.57 billion, net loans receivable of $1.01 billion, total deposits of $1.36 billion and total shareholders\u2019 equity of $187.63 million. The Company\u2019s business activities generally are limited to passive investment activities and oversight of its investment in the Bank. Accordingly, the information set forth in this report relates primarily to the Bank\u2019s operations.\nOn October 1, 2018, the Company completed the South Sound Acquisition. The operating results for the years ended September 30, 2019 and 2020 include the operating results produced by the net assets acquired in the South Sound Acquisition. For additional information on the South Sound Acquisition, see Note 2 to the Consolidated Financial Statements contained in \"Item 8. Financial Statements and Supplementary Data.\"\nThe Bank is a community-oriented bank which has traditionally offered a variety of savings products to its retail and business customers while concentrating its lending activities on real estate secured loans. Lending activities have been focused primarily on the origination of loans secured by real estate, including residential construction loans, one- to four-family residential loans, multi-family loans and commercial real estate loans. The Bank originates adjustable-rate residential mortgage loans, some of which do not qualify for sale in the secondary market. The Bank also originates commercial business loans and other consumer loans.\nThe profitability of the Company\u2019s operations depends primarily on its net interest income after provision for (recapture of) loan losses. Net interest income is the difference between interest income, which is the income that the Company earns on interest-earning assets, which are primarily loans and investments, and interest expense, the amount the Company pays on its interest-bearing liabilities, which are primarily deposits and borrowings (as needed). Net interest income is affected by changes in the volume and mix of interest-earning assets, the interest earned on those assets, the volume and mix of interest-bearing liabilities and the interest paid on those interest-bearing liabilities. Management attempts to maintain a net interest margin placing it within the top quartile of its Washington State peers. Because of the length of the COVID-19 pandemic and the efficacy of the extraordinary measures being put in place to address its economic consequences are unknown, including the 150 basis point reductions in the targeted federal funds rate (in March 2020), until the pandemic subsides, the Company expects its net interest income and net interest margin will be adversely affected.\nThe provision for (recapture of) loan losses is dependent on changes in the loan portfolio and management\u2019s assessment of the collectability of the loan portfolio as well as prevailing economic and market conditions. The allowance for loan losses reflects the amount that the Company believes is adequate to cover probable credit losses inh", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1046050_2020.htm (CIK: 1046050, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01865", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.\nThe following sections include a discussion of results for fiscal 2020 compared to fiscal 2019 as well as certain 2018 results. The comparative results for fiscal 2019 with fiscal 2018 generally have not been included in this Form 10-K, but may be found in \u201cPart II - Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d of the Company\u2019s Annual Report on Form 10-K for the year ended December 31, 2019.\nOverview\nNet Income\nIn 2020 and 2019, net income was $96.8 million and $63.1 million, respectively. Earnings per diluted common share increased $0.66 to $1.97 or 50.4% from 2019 to 2020. The $33.7 million increase in net income was driven primarily by the adoption of Cal Water\u2019s 2018 GRC which increased operating revenue by $40.9 million and other general rate increases of $11.5 million, $4.5 million of which was related to increased water costs. In addition, net income increased $5.5 million due to an increase in income tax benefits from \u201crepairs\u201d deductions. These positive factors to net income were partially offset by increases in depreciation and amortization expenses of $9.3 million, employee wages of $4.7 million, bad debt reserve expenses of $4.1 million, outside consulting service costs of $2.1 million, and uninsured loss costs of $1.7 million which was partially offset by a decrease in travel costs of $1.6 million.\nAdditionally, certain factors outside the Company's immediate control decreased net income, including a $2.3 million reduction in accrued unbilled revenue and $0.8 million decrease in unrealized gain on certain benefit plan investments as compared to the prior year. Seasonal weather patterns and the number of unbilled days are the primary influences of the accrued unbilled revenue value.\nWe plan to continue to seek rate relief to recover our operating cost increases and receive reasonable returns on invested capital. We expect to fund our long-term capital needs through a combination of debt, common stock offerings, and cash flow from operations.\nCOVID-19\nDuring the course of 2020, as a result of the COVID-19 pandemic, shelter-in-place and social distancing ordinances of varying durations and scope were implemented in all of the states in which we operate. Such governmental orders resulted in temporary closures of non-essential businesses and self-quarantining on non-essential workers. As an \u201cessential business\u201d during times of emergencies pursuant to the U.S. Critical Infrastructures Protection Act of 2001, we are working to continue to provide high quality water and wastewater services to our two million customers. Although the COVID-19 pandemic did not have a significant impact on our business during 2020, we have increased our allowance for credit losses as we have ceased all shutoffs for non-payment during the pandemic and anticipate this situation will continue until further notice. We are expecting segments of our customer base to continue to experience employment layoffs and business closures that negatively impact their ability to pay utility bills. We have also incurred costs to promote the health and safety of our employees and facilities.\nIf we need to close any of our facilities due to outbreaks of COVID-19 or if a critical number of our employees become too ill to work, our business operations could be materially adversely affected in a rapid manner. The impact of the COVID-19 pandemic is fluid and continues to evolve, and therefore, we cannot predict the extent to which our business, results of operations, financial condition or liquidity will ultimately be impacted.\nCritical Accounting Policies and Estimates\nWe maintain our accounting records in accordance with accounting principles generally accepted in the United States of America and as directed by the Commissions to which our operations are subject. The process of preparing financial statements requires the ", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax benefit, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01866", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nInvesting in our common stock involves a high degree of risk. You should carefully consider the following risk factors, as well as other information in this Form 10-K, before deciding whether to invest in shares of our common stock. The occurrence of any of the events described below could harm our business, financial condition, results of operations, and growth prospects. In such an event, the trading price of our common stock may decline, and you may lose all or part of your investment.\nBusiness and Market Risks\nA number of conditions that affect demand for the homes we sell are outside of our control. Many of these conditions, such as interest rates, inflation, employment levels, wage levels and governmental actions also impact consumer confidence, upon which our business is highly dependent.\nChanges in national and regional economic conditions, as well as local economic conditions where we conduct our operations, may result in more caution on the part of homebuyers and, consequently, fewer home purchases. These economic uncertainties involve, among other things, interest rates, inflation, employment levels, wage growth and governmental actions, all of which are out of our control and affect the affordability of, and demand for, the homes we sell. These conditions also impact consumer confidence, upon which our business is highly dependent. Adverse changes in any of these conditions could decrease demand and pricing for our homes or result in customer cancellations of pending contracts, which could adversely affect the number of home sales we make or reduce home prices, either of which could result in a decrease in our revenues and earnings and adversely affect our financial condition.\nOur business could be materially and adversely disrupted by an epidemic or pandemic (such as the present outbreak and worldwide spread of COVID-19), or similar public threat, or fear of such an event, and the measures that international, federal, state and local governments, agencies, law enforcement and/or health authorities implement to address it.\nAn epidemic, pandemic or similar serious public health issue, and the measures undertaken by governmental authorities to address it, could significantly disrupt or prevent us from operating our business in the ordinary course for an extended period, and thereby, and/or along with any associated economic and/or social instability or distress, have a material adverse impact on our consolidated financial statements.\nOn March 11, 2020, the World Health Organization characterized the outbreak of COVID-19 as a global pandemic and recommended containment and mitigation measures. On March 13, 2020, the United States declared a national emergency concerning the outbreak, and many states and municipalities have since declared public health emergencies. Along with these declarations, there have been extraordinary and wide-ranging actions taken by international, federal, state and local public health and governmental authorities to contain and combat the outbreak and spread of COVID-19 in regions across the United States and the world, including quarantines, \u201cstay-at-home\u201d or \"shelter in place\" orders and similar mandates for many individuals to substantially restrict daily activities and for many businesses to curtail or cease normal operations.\nIn response to these steps, in mid-March 2020, we temporarily closed our sales centers, model homes and design studios to the general public and shifted to an appointment-only personalized home sales process where permitted, following recommended social distancing and other health and safety protocols when meeting in person with a customer. In addition, we shifted our corporate and division office functions to work remotely. These measures, combined with limiting our construction operations to authorized activities and a reduction in the availability, capacity and efficiency of municipal and private services necessary to the progress of land de", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 915840_2020.htm (CIK: 915840, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01867", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nThe sections entitled \u201cExecutive Compensation\u201d and \u201cDirector Compensation - 2020\u201d in our definitive proxy statement for the 2021 annual meeting of shareholders are incorporated into this Annual Report on Form 10-K by reference.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 943034_2020.htm (CIK: 943034, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01868", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk.\nOur future income, cash flows and fair value relevant to our financial instruments depend upon prevailing market interest rates. Market risk refers to the risk of loss from adverse changes in market prices and interest rates. Based upon the nature of our operations, we are not subject to foreign exchange rate or commodity price risk. The principal market risk to which we are exposed is the risk related to interest rate fluctuations. Many factors, including governmental monetary and tax policies, domestic and international economic and political considerations, and other factors that are beyond our control contribute to interest rate risk. Our interest rate risk objective is to limit the impact of interest rate fluctuations on earnings and cash flows and to lower our overall borrowing costs. To achieve this objective, we manage our exposure to fluctuations in market interest rates for our borrowings through the use of fixed rate debt instruments to the extent that reasonably favorable rates are obtainable.\nAll of our financial instruments were entered into for other than trading purposes.\nFixed Interest Rate Debt\nAs of December 31, 2020, $525.7 million, or approximately 81%, of our outstanding debt was subject to fixed interest rates, which limit the risk of fluctuating interest rates. Though a change in the market interest rates affects the fair market value, it does not impact net income to shareholders or cash flows. Our total outstanding fixed interest rate debt has an average effective interest rate as of December 31, 2020 of approximately 4.1% per annum with expirations ranging from 2020 to 2029 (see Note 9 to our accompanying consolidated financial statements for further detail). Holding other variables constant, a 1% increase in interest rates would cause an $18.5 million decline in the fair value for our fixed rate debt.\nVariable Interest Rate Debt\nAs of December 31, 2020, $119.5 million, or approximately 19%, of our outstanding debt was subject to floating interest rates of LIBOR plus 1.40% to 1.90% and not currently subject to a hedge. The impact of a 1% increase or decrease in interest rates on our floating rate debt would result in a decrease or increase, respectively, of annual net income of approximately $1.2 million.\nCredit Risk\nCredit risk may be increased as a result of the COVID-19 pandemic. We expect that the actions taken by the U.S. and international governments to decrease the impact of the COVID-19 pandemic will result in a continued decline in global economic activity generally, and may adversely affect the financial condition of our tenants in particular. Although the full extent of the adverse impacts on our tenants cannot be predicted, in future periods we may experience reductions in on-time payments or closures of tenants\u2019 businesses, which could have a material adverse effect on our results of operations, cash flows and financial condition.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1175535_2020.htm (CIK: 1175535, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01869", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.\nAs a financial institution, the Company is exposed to various business risks, including interest rate risk. Interest rate risk is the risk to earnings and value arising from volatility in market interest rates. Interest rate risk arises from timing differences in the re-pricings and maturities of interest-earning assets and interest-bearing liabilities, changes in the expected maturities of assets and liabilities arising from embedded options, such as a borrowers' ability to prepay loans and depositors' ability to redeem certificates of deposit before maturity, changes in the shape of the yield curve where interest rates increase or decrease in a nonparallel fashion, and changes in spread relationships between different yield curves, such as U.S. Treasuries and LIBOR. the Company's goal is to maximize net interest income without incurring excessive interest rate risk. Management of net interest income and interest rate risk must be consistent with the level of capital and liquidity that the Company maintains. The Company manages interest rate risk through an asset and liability committee, or ALCO. ALCO is responsible for managing the Company's interest rate risk in conjunction with liquidity and capital management.\nThe Company employs an independent consulting firm to model its interest rate sensitivity. The Company uses a net interest income simulation model as its primary tool to measure interest rate sensitivity. Many assumptions are developed based on expected activity in the balance sheet. For maturing assets, assumptions are created for the redeployment of the assets. For maturing liabilities, assumptions are developed for the replacement of these funding sources. Assumptions are also developed for assets and liabilities that could reprice during the modeled time period. These assumptions also cover how the Company expects rates to change on non-maturity deposits such as interest checking, money market checking, savings accounts as well as certificates of deposit. Based on inputs that include the current balance sheet, the current level of interest rates and the developed assumptions, the model then produces an expected level of net interest income assuming that market rates remain unchanged. This is considered the base case. Next, the model determines what net interest income would be based on specific changes in interest rates. The rate simulations are performed for a two year period and include ramped rate changes of down 100 basis points to 400 basis points and up 100 basis points to 400 basis points. In both the up and down scenarios, the model assumes a parallel shift in the yield curve. The results of these simulations are then compared to the base case.\nStress testing the balance sheet and net interest income using instantaneous parallel shock movements in the yield curve of 100 to 400 basis points is a regulatory and banking industry practice. However, these stress tests may not represent a realistic forecast of future interest rate movements in the yield curve. In addition, instantaneous parallel interest rate shock modeling is not a predictor of actual future performance of earnings. It is a financial metric used to manage interest rate risk and track the movement of the Company's interest rate risk position over a historical time frame for comparison purposes. Given that the models assume a static balance sheet, relies on historical betas and assumes immediate parallel rate changes, no assurance can be given that future performance will mirror the models.\nAt December 31, 2020, the Company's asset/liability position was asset sensitive based on its interest rate sensitivity model. The Company's net interest income would increase by 7.0% in an up 100 basis point scenario and would increase by 31.0% in an up 400 basis point scenario over a one-year timeframe. In the two-year horizon, the Company's net interest income would increase by 13.0% in ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 832090_2020.htm (CIK: 832090, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01870", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\n(millions - except per share amounts)\n1See Note 15 - Redeemable Noncontrolling Interest in the Annual Report for additional discussion.\n- 28 -\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 80661_2020.htm (CIK: 80661, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01871", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A.\nRISK FACTORS\nThere are various risks and uncertainties that are inherent to our business. Primary among these are (1) interest rate risk, which arises from movements in interest rates; (2) credit risk, which arises from an obligor\u2019s failure to meet the terms of any contract with a bank or to otherwise perform as agreed; (3) risks related to our financial statements; (4) liquidity risk, which arises from a bank\u2019s inability to meet its obligations when they come due without incurring unacceptable losses; (5) legal/compliance risk, which arises from violations of, or non-conformance with, laws, rules, regulations, prescribed practices, or ethical standards; (6) market risk, which arises from changes in the value of portfolios of financial instruments; (7) strategic risk, which is the risk of loss arising from inadequate or failed internal processes, people, and systems; (8) operational risk, which arises from problems with service or product delivery; and (9) reputational risk, which arises from negative public opinion resulting in a significant decline in shareholder value.\nFollowing is a discussion of the material risks and uncertainties that could have a material adverse impact on our financial condition, results of operations, and the value of our shares. The failure to properly identify, monitor, and mitigate any of the below referenced risks, could result in increased regulatory risk and could potentially have an adverse impact on the Company. Additional risks that are not currently known to us, or that\nwe currently believe to be immaterial, also may have a material effect on our financial condition and results of operations. This report is qualified in its entirety by those risk factors.\nCOVID-19 Related Risk\nThe widespread outbreak of COVID-19 has adversely affected, and will likely continue to adversely affect, our business, financial condition, and results of operations. Moreover, the longer the pandemic persists, the more material the ultimate effects are likely to be.\nThe COVID-19 pandemic is negatively impacting economic activity, the financial markets, and commerce, both globally and within the United States. In our market area, the governor of New York has issued an order that, among other things, required residents to stay in their homes and permitted them to leave only to conduct certain essential activities or to travel to work and close all non-essential businesses to the general public. These stay-at-home orders and travel restrictions - and similar orders imposed across the United States to restrict the spread of COVID-19 - have resulted in significant business and operational disruptions, including business closures, supply chain disruptions, and mass layoffs and furloughs. Although stay-at-home orders have been eased to phased-in reopening of businesses, although capacity restrictions on movement and health and safety recommendations that encourage continued physical distancing and teleworking have limited the ability of businesses to return to pre-pandemic levels of activity. The COVID-19 pandemic has negatively affected the Company\u2019s business and is likely to continue to do so and the Company\u2019s results of operations may be materially impacted if businesses remain closed for an extended period of time or unemployment remains at elevated levels for an extended period of time.\nAs an essential business, we have implemented business continuity plans and continue to provide financial services to clients, while taking health and safety measures such as transitioning most in-person customer transactions to our drive-thru facilities and limiting access to the interior of our facilities, frequent cleaning of our facilities, and using a remote workforce where possible. Despite these safeguards, we may nonetheless experience business disruptions, and the rapid pace at which these issues are developing could overwhelm our ability to deal with them in a timely manner.\nThe continued spread of COVID-19 and the e", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 910073_2020.htm (CIK: 910073, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01872", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nOperational Highlights\nOur consolidated results for 2020 reflect our continuing efforts to serve our existing clients throughout the COVID-19 pandemic. In response, we took the following actions:\n\u2022launched our COVID-19 Preparedness Center, which provides ongoing and timely webinars, information, resources and offerings to clients and other SMBs to help them navigate the rapidly changing and complicated COVID-19 business landscape,\n\u2022helped our clients navigate the various small business relief loan programs through informational webinars and PPP loan application support initiatives,\n\u2022hosted the first annual TriNet PeopleForce, our virtual client and prospect conference, where we provided insights, thought leadership and recommendations for the challenges they face,\n\u2022enacted new programs in response to the FFCRA and CARES Act to enable new employee paid sick leave and expanded family and medical leave, payroll tax deferral and tax credit programs and other employment and non-employment tax-related incentives for our clients,\n\u2022facilitated access to alternative health plan options in addition to COBRA, and\n\u2022implemented and extended our remote working and office closures around the country for non-essential activities.\nDuring 2020 we:\n\u2022continued to grow our revenues, although at a slower rate than we initially expected due to the impact from COVID-19 on both new sales and our clients,\n\u2022created our Recovery Credit program to assist our eligible clients, resulting in a reduction in revenue recognized,\n\u2022saw our WSEs increasing their participation, or enrollment, in our insurance offerings,\n\u2022experienced lower utilization of health services primarily in the second quarter, although utilization approached more typical levels through the second half of the year,\n\u2022completed the acquisition of Little Bird HR, Inc., expanding our footprint in our non-profit vertical,\n\u2022launched the extension of our People Matter branding campaign - Humanity Campaign, and\n\u2022delivered profitable growth as a result of revenue growth and lower insurance costs.\nPerformance Highlights\nThese operational achievements drove the financial performance improvements noted below in 2020 when compared to 2019:\nOur results for WSEs in 2020 when compared to the prior year were:\nDuring 2020, our average WSEs remained flat and total WSEs declined primarily as a result of the impact of COVID-19 on our clients and new sales. We experienced significant client and WSE attrition during the second quarter, driving our total WSEs down to 313,104 at June 30, 2020, before increasing due to a return to hiring by our existing clients in the third and fourth quarters. New sales also contributed to the return to growth, albeit at lower volumes than in previous years. Our total revenues grew by 5% primarily due to the change in our mix of WSEs and rate increases, partially offset by the Recovery Credit recognized. During 2020, we recognized a $128 million reduction in total revenues for the Recovery Credit, allocated proportionally to PSR and ISR. The Recovery Credit is a program designed to assist the economic recovery of our existing SMB clients, by providing one-time reductions against fees for future services.\nOur total revenue increased at a higher rate than our insurance costs and OE, resulting in year-over-year increases in our Net Service Revenue, net income, and adjusted net income of 14%, 28% and 28%, respectively.\nResults of Operations\nThe following table summarizes our results of operations for the three years ended December 31, 2020, 2019 and 2018. For details of the critical accounting judgments and estimates that could affect the Results of Operations, see the Critical Accounting Judgments and Estimates section within MD&A.\n(1) Refer to Non-GAAP measures definitions and reconciliations from GAAP measures below.\nA discussion regarding our financial condition and results of operations fo", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: tax credit, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01873", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nThis information appears following Item 15 of this Annual Report on Form 10-K and is incorporated herein by reference.\nITEM 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1836337_2020.htm (CIK: 1836337, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01874", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7.MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nArcBest Corporation\u2122 (together with its subsidiaries, the \u201cCompany,\u201d \u201cwe,\u201d \u201cus,\u201d and \u201cour\u201d) provides a comprehensive suite of freight transportation and integrated logistics services to deliver innovative solutions. Our operations are conducted through our three reportable operating segments:\n\u25cfAsset-Based, which consists of ABF Freight System, Inc. and certain other subsidiaries (\u201cABF Freight\u201d);\n\u25cfArcBest, our asset-light logistics operation; and\n\u25cfFleetNet.\nThe ArcBest and FleetNet reportable segments combined represent our Asset-Light operations. See additional segment descriptions in Part I, Item 1 (Business) and in Note M to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K. References to the Company, including \u201cwe,\u201d \u201cus,\u201d and \u201cour,\u201d in this Annual Report on Form 10-K are primarily to the Company and its subsidiaries on a consolidated basis.\nORGANIZATION OF INFORMATION\nManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations (\u201cMD&A\u201d) is provided to assist readers in understanding our financial performance during the periods presented and significant trends which may impact our future performance. This discussion should be read in conjunction with our consolidated financial statements and the related notes thereto included in Part II, Item 8 of this Annual Report on Form 10-K. MD&A includes forward-looking statements that are subject to risks and uncertainties. Actual results may differ materially from the statements made in this section due to a number of factors that are discussed in Part I (Forward-Looking Statements) and Part I, Item 1A (Risk Factors) of this Annual Report on Form 10-K. MD&A is comprised of the following:\n\u25cfCOVID-19 discusses the impact of the novel coronavirus (\u201cCOVID-19\u201d) pandemic on our business, our response to the pandemic, and changes in economic measures which may influence our operating results;\n\u25cfResults of Operations includes:\n\u25cfan overview of consolidated results with 2020 compared to 2019, and a consolidated Adjusted Earnings Before Interest, Taxes, Depreciation, and Amortization (\u201cAdjusted EBITDA\u201d) schedule;\n\u25cfa financial summary and analysis of our Asset-Based segment results of 2020 compared to 2019, including a discussion of key actions and events that impacted the results;\n\u25cfa financial summary and analysis of the results of our Asset-Light operations for 2020 compared to 2019, including a discussion of key actions and events that impacted the results; and\n\u25cfa discussion of other matters impacting operating results, including effects of inflation, current economic conditions, environmental and legal matters, and information technology and cybersecurity.\n\u25cfLiquidity and Capital Resources provides an analysis of key elements of the cash flow statements, borrowing capacity, and contractual cash obligations, including a discussion of financing arrangements and financial commitments.\n\u25cfIncome Taxes provides an analysis of the effective tax rates and deferred tax balances, including deferred tax asset valuation allowances.\n\u25cfCritical Accounting Policies discusses those accounting policies that are important to understanding certain material judgments and assumptions incorporated in the reported financial results.\n\u25cfRecent Accounting Pronouncements discusses accounting standards that are not yet effective for our financial statements but are expected to have a material effect on our future results of operations or financial condition.\nThe Consolidated Results section of Results of Operations generally discusses 2020 and 2019 items and year-to-year comparisons between 2020 and 2019. Discussions of 2018 items and year-to-year comparisons between 2019 and 2018 that are not included in this Form 10-K can be found in the Consolidated Results section within Results of Operations of MD&A in Part II, Item 7 of our Annual Report on Form 10-K fo", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, deferred tax, tax rate. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01875", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations\nThis report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements relate to our expectations for future events and time periods. All statements other than statements of historical fact are statements that could be deemed to be forward-looking statements, including any statements regarding trends in future revenue or results of operations, gross margin, operating margin, expenses, earnings or losses from operations, cash flow; any statements of the plans, strategies and objectives of management for future operations and the anticipated benefits of such plans, strategies and objectives; any statements regarding future economic conditions or performance; any statements regarding pending investigations, claims or disputes; any statements regarding the timing of closing of, future cash outlays for, and benefits of acquisitions; any statements regarding expected restructuring costs and benefits; any statements concerning the adequacy of our current liquidity and the availability of additional sources of liquidity; any statements regarding the potential or expected impact of the COVID-19 pandemic on our business, results of operations and financial condition; any statements regarding the impact of future potential tariffs on our business; any statements regarding the impact of changes in tax laws; any statements relating to the expected impact of accounting pronouncements not yet adopted; any statements regarding future repurchases of our common stock; any statements of expectation or belief; and any statements of assumptions underlying any of the foregoing. Generally, the words \u201canticipate,\u201d \u201cbelieve,\u201d \u201cplan,\u201d \u201cexpect,\u201d \u201cfuture,\u201d \u201cintend,\u201d \u201cmay,\u201d \u201cwill,\u201d \u201cshould,\u201d \u201cestimate,\u201d \u201cpredict,\u201d \u201cpotential,\u201d \u201ccontinue\u201d and similar expressions identify forward-looking statements. Our forward-looking statements are based on current expectations, forecasts and assumptions and are subject to risks and uncertainties, including those contained in Part I, Item 1A of this report. As a result, actual results could vary materially from those suggested by the forward looking statements. We undertake no obligation to publicly disclose any revisions to these forward-looking statements to reflect events or circumstances occurring subsequent to filing this report with the Securities and Exchange Commission. Investors and others should note that the Company announces material financial information to its investors using its investor relations website (http://ir.sanmina.com/investor-relations/overview/default.aspx), SEC filings, press releases, public conference calls and webcasts. The Company uses these channels to communicate with its investors and the public about the Company, its products and services and other issues. It is possible that the information the Company posts on its investor relations website could be deemed to be material information. Therefore, the Company encourages investors, the media, and others interested in the Company to review the information it posts on its investor relations website. The contents of our investor relations website are not incorporated by reference into this annual report on Form 10-K or in any other report or document we file with the SEC.\nOverview\nWe are a leading global provider of integrated manufacturing solutions, components, products and repair, logistics and after-market services. Our revenue is generated from sales of our products and services primarily to original equipment manufacturers (OEMs) that serve the industrial, medical, defense and aerospace, automotive, communications networks and cloud solutions industries.\nOur operations are managed as two businesses:\n1) Integrated Manufacturing Solutions (IMS). Our IMS segment consists of printed circuit board assembly and test, high-level assembly ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 897723_2020.htm (CIK: 897723, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01876", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nYou should read the following discussion of our financial condition and results of operations in conjunction with the financial statements and the related notes included elsewhere in this Annual Report on Form 10-K. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Annual Report on Form 10-K, particularly in \u201cCautionary Note Regarding Forward-Looking Statements\u201d and \u201cRisk Factors.\u201d\nOverview\nAdverum is a clinical-stage gene therapy company targeting unmet medical needs in ocular and rare diseases. We develop gene therapy product candidates intended to provide durable efficacy by inducing sustained expression of a therapeutic protein. Our core capabilities include novel vector discovery, preclinical and clinical development, and pre-commercial planning. In addition, we have in-house manufacturing expertise, specifically in scalable process development, assay development, and current Good Manufacturing Practices (\u201cGMP\u201d) quality control, and have leased and are building out a GMP commercial manufacturing facility to support our commercial plans for our lead product candidate, ADVM-022. We believe ADVM-022 has the potential to be the first mass marketed gene therapy for wet age-related macular degeneration (\u201cwet AMD\u201d) and diabetic macular edema (\u201cDME\u201d).\nADVM-022 is a single, in-office intravitreal (\u201cIVT\u201d) injection gene therapy designed to deliver long-term durability with robust treatment response, reduce the treatment burden of frequent anti-vascular endothelial growth factor (\u201canti-VEGF\u201d) injections, and improve real-world vision outcomes for patients. ADVM-022 is being developed for the treatment of patients with chronic retinal diseases who respond to standard-of-care anti-VEGF therapy, including wet AMD and DME. ADVM-022 utilizes a proprietary vector capsid, AAV.7m8, carrying an aflibercept coding sequence under the control of a proprietary expression cassette.\nWet AMD is a leading cause of blindness in patients over 65 years of age, with a prevalence of approximately 1.5 million individuals in the U.S. (with approximately 200,000 new diagnoses per year) and over 5 million individuals worldwide. In recognition of the need for new treatment options for wet AMD, the U.S. Food and Drug Administration (\u201cFDA\u201d) granted Fast Track designation for ADVM-022 for the treatment of wet AMD.\nWe are conducting the OPTIC trial, designed as a multi-center, open-label, Phase 1, dose-ranging safety trial of ADVM-022 in patients with wet AMD who have demonstrated responsiveness to anti-VEGF treatment. Patients in OPTIC are treatment experienced, and previously required frequent anti-VEGF injections to control their wet AMD and to maintain functional vision. We completed enrollment for OPTIC in July 2020 and have regularly presented updated data from the trial.\nDiabetes impacts over 400 million people globally, including 30 million people in the United States, and is increasing in prevalence. Approximately 5% of adults with diabetes are impacted by DME, a vision-threatening complication of diabetic retinopathy (\u201cDR\u201d), the leading cause of vision loss in working-age adults.\nWe are conducting the INFINITY trial, a multi-center, Phase 2, randomized, double-masked, active comparator-controlled study evaluating a single IVT injection of ADVM-022 in patients with DME. The INFINITY trial is designed to demonstrate superior control of disease activity following a single IVT injection of ADVM-022 compared to a single aflibercept injection, as measured by time to worsening of DME disease activity in the study eye. Additional objectives include assessments of treatment burden, visual acuity, retinal a", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1501756_2020.htm (CIK: 1501756, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01877", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data.\nThe financial statements required by this Item 8 are included elsewhere in this Transition Report on Form 10-K beginning on page.\nItem 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1418115_2020.htm (CIK: 1418115, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01878", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nWe are exposed to market risk in that the interest payable on our credit facility is based on variable interest rates and therefore is affected by changes in market rates. We do not use interest rate derivative instruments to manage exposure to changes in market interest rates. We borrowed $20 million under our credit facility in July 2019, which we repaid prior to the end of the second quarter ended August 3, 2019. A 1% change in the weighted average interest rate charged under the credit facility would not have yielded a material fluctuation of interest expense for fiscal 2019.\nITEM 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 895447_2020.htm (CIK: 895447, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01879", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nINDEX TO CONSOLIDATED FINANCIAL STATEMENTS\nMANAGEMENT\u2019S STATEMENT OF RESPONSIBILITY FOR FINANCIAL STATEMENTS\nLinde\u2019s consolidated financial statements are prepared by management, which is responsible for their fairness, integrity and objectivity. The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America applied on a consistent basis, except for accounting changes as disclosed, and include amounts that are estimates and judgments. All historical financial information in this annual report is consistent with the accompanying financial statements.\nLinde maintains accounting systems, including internal accounting controls, monitored by a staff of internal auditors, that are designed to provide reasonable assurance of the reliability of financial records and the protection of assets. The concept of reasonable assurance is based on recognition that the cost of a system should not exceed the related benefits. The effectiveness of those systems depends primarily upon the careful selection of financial and other managers, clear delegation of authority and assignment of accountability, inculcation of high business ethics and conflict-of-interest standards, policies and procedures for coordinating the management of corporate resources, and the leadership and commitment of top management. In compliance with Section 404 of the Sarbanes-Oxley Act of 2002, Linde assessed its internal control over financial reporting and issued a report (see below).\nThe Audit Committee of the Board of Directors, which consists solely of non-employee directors, is responsible for overseeing the functioning of the accounting system and related controls and the preparation of annual financial statements. The Audit Committee periodically meets with management, internal auditors and the independent accountants to review and evaluate their accounting, auditing and financial reporting activities and responsibilities, including management\u2019s assessment of internal control over financial reporting. The independent registered public accounting firm and internal auditors have full and free access to the Audit Committee and meet with the committee, with and without management present.\nMANAGEMENT\u2019S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING\nLinde\u2019s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of management, including the company\u2019s principal executive officer and principal financial officer, the company conducted an evaluation of the effectiveness of its internal control over financial reporting based on the framework in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (often referred to as COSO). Based on this evaluation, management concluded that the company\u2019s internal control over financial reporting was effective as of December 31, 2020.\nPricewaterhouseCoopers LLP, an independent registered public accounting firm, has audited and issued their opinion on the effectiveness of the company\u2019s internal control over financial reporting as of December 31, 2020 as stated in their report.\n/s/ STEPHEN F. ANGEL\n/s/ KELCEY E. HOYT\nStephen F. Angel\nChief Executive Officer Kelcey E. Hoyt\nChief Accounting Officer\n/s/ MATTHEW J. WHITE\nMatthew J. White\nChief Financial Officer\nMarch 1, 2021\nReport of Independent Registered Public Accounting Firm\nTo the Board of Directors and Shareholders of Linde plc\nOpinions on the Financial Statements and Internal Control over Financial Reporting\nWe have audited the accompanying consolidated balance sheets of Linde plc and its subsidiaries (the \u201cCompany\u201d) as of December 31, 2020 and 2019, and the related consolidated statements of income, of comprehensive incom", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1707925_2020.htm (CIK: 1707925, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01880", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nOur business, financial condition, financial results, and future growth prospects are subject to a number of risks and uncertainties, including those set forth below. The occurrence of any of the following risks could have a material adverse effect on our business, financial condition, financial results, and future growth prospects. Additional risks and uncertainties that are not currently known to us or that we do not currently believe to be material may also negatively affect our business, financial condition, financial results, and future growth prospects.\nRISK FACTOR SUMMARY\nOur business is subject to numerous risks and uncertainties, including those described in Item 1A \u201cRisk Factors.\u201d These risks include, but are not limited to the following:\n\u25cfOur gene and cell therapy product candidates are based on proprietary methodologies, which makes it difficult to predict the time and cost of product candidate development and regulatory approval. Additionally, regulatory requirements governing gene and cell therapy products have evolved and may continue to change in the future.\n\u25cfWe may encounter substantial delays in our clinical studies or we may fail to demonstrate safety and efficacy to the satisfaction of applicable regulatory authorities. Additionally, we may find it difficult to enroll patients in our clinical studies, which could delay or prevent clinical studies of our product candidates.\n\u25cfWe have received and may apply for additional designations such as breakthrough therapy designation, RMAT designation, fast track designation, and rare pediatric disease designation from the FDA intended to facilitate or encourage product candidate development. We may not receive any such designations or be able to maintain them. Moreover, any such designations may not lead to faster development or regulatory review or approval and it does not increase the likelihood that our product candidates will receive marketing approval.\n\u25cfCertain of our product candidates have received orphan drug designation from the FDA, there is no guarantee that we will be able to maintain this designation, receive this designation for any of our other product candidates, or receive or maintain any corresponding benefits, including periods of exclusivity.\n\u25cfEven if we obtain regulatory approval for a product candidate, our products will remain subject to regulatory scrutiny.\n\u25cfThe COVID-19 pandemic and efforts to reduce its spread has affected our operations and significantly impacted worldwide economic conditions, and could continue to have a material effect on our operations, business, and financial condition.\n\u25cfWe could experience production problems in our manufacturing facilities that result in delays in our development or commercialization programs. We might also experience delays in manufacturing if any of our vendors, contract laboratories or suppliers are found to be out of compliance with current Good Manufacturing Practice.\n\u25cfIf we fail to comply with applicable regulations, the relevant regulatory authority may require remedial measures that may be costly or time-consuming to implement and that may include the suspension of a clinical trial or commercial sales or the closure of a manufacturing facility.\n\u25cfWe expect to rely on third parties, and these third parties may not perform satisfactorily. Additionally, our reliance on third parties requires us to share our trade secrets, which increases the possibility that a competitor will discover them or that our trade secrets will be misappropriated.\n\u25cfOur drug candidates are subject to the risks of failure inherent in the development of pharmaceutical products based on new technologies, and our failure to develop safe and commercially viable drugs would severely limit our ability to become profitable or to achieve significant revenues.\n\u25cfWe may be unable to successfully develop, market, or commercialize our products or our product candidates without establishing new relationships and main", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 318306_2020.htm (CIK: 318306, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01881", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.\nINDEX TO CONSOLIDATED FINANCIAL STATEMENTS\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nThe Board of Directors and Stockholders\nUsio, Inc. and Subsidiaries\nSan Antonio, Texas\nOpinion on the Consolidated Financial Statements\nWe have audited the accompanying consolidated balance sheets of Usio, Inc. and Subsidiaries (collectively referred to as the \u201cCompany\u201d) as of December 31, 2020 and 2019, and the related consolidated statements of operations, changes in stockholders\u2019 equity and cash flows, for each of the two years in the period ended December 31, 2020, and the related notes (collectively referred to as the \"consolidated financial statements\"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019 and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2020 in conformity with accounting principles generally accepted in the United States of America.\nBasis of Opinion\nThese consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (\"PCAOB\") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As a part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.\nOur audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.\nCritical Audit Matters\nThe critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.\nIntangible Assets - Customer Lists\nDescription of the Matter\nAs of December 31, 2020, the Company had intangible assets relating to acquired customer lists which are recorded at their cost basis net of accumulated amortization. On at least an annual basis, the company performs an analys", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1088034_2020.htm (CIK: 1088034, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01882", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. Financial Statements and Supplementary Data\nSee the Index to Consolidated Financial Statements on page of this report.\nITEM 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1590717_2020.htm (CIK: 1590717, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01883", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\nGeneral\nIn reviewing Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations, you should refer to our Consolidated Financial Statements and the notes related thereto.\nResults of Operations\nFiscal Year ended October 31, 2020 compared with Fiscal Year ended October 31, 2019\nRevenue\nWe did not have any revenue in fiscal year 2020. In fiscal year 2019, we recorded revenue of $250,000 from one license agreement. The license agreement provided for a one-time, non-recurring, lump sum payment in exchange for a non-exclusive retroactive and future license, and covenant not to sue. Pursuant to the terms of the agreement, we have no further obligations with respect to the granted intellectual property rights, including no obligation to maintain or upgrade the technology, or provide future support or services. Accordingly, the performance obligations from the license were satisfied and 100% of the revenue was recognized upon execution of the license agreement. As discussed in Note 1 to our Consolidated Financial Statements, as part of our legacy operations, the Company remains engaged in limited patent licensing activities which we do not expect to be a significant part of our ongoing operations or revenue.\nInventor Royalties, Contingent Legal Fees, Litigation and Licensing Expenses Related to Patent Assertion\nWe did not have any inventor royalties, contingent legal fees, litigation and licensing expenses related to patent assertion activities in fiscal year 2020. In fiscal year 2019 inventor royalties, contingent legal fees, litigation and licensing expenses related to patent assertion activities were approximately $166,000. Inventor royalties and contingent legal fees are expensed in the period that the related revenues are recognized. Litigation and licensing expenses related to patent assertion, other than contingent legal fees, are expensed in the period incurred.\nAmortization of Patents\nAmortization of patents was $-0- in fiscal year 2020 compared to approximately $419,000 in fiscal year 2019. We capitalize patent and patent rights acquisition costs and amortize the cost over the estimated economic useful life. The carrying value of capitalized patents was reduced to $-0- as of October 31, 2019. During fiscal year 2020, we did not capitalize any patents or patent rights.\nResearch and Development Expenses\nResearch and development expenses are related to the development of our cancer diagnostics and therapeutics programs and our anti-viral drug program, and decreased by approximately $1,092,000 to approximately $4,381,000 in fiscal year 2020, from approximately $5,473,000 in fiscal year 2019. The decrease in research and development expenses was primarily due to a decrease in employee stock award compensation expense of approximately $1,251,000 and a decrease in Certainty\u2019s outside research and development expenses related to development of CAR-T therapeutics of approximately $547,000, offset by an increase in Anixa Diagnostics Corporation\u2019s outside research and development expense to develop the Cchek\u2122 artificial intelligence driven platform of non-invasive blood tests for the early detection of cancer of approximately $561,000 and an increase in outside research and development to develop anti-viral drug candidates against COVID-19 of approximately $141,000.\nResearch and development expenses incurred in fiscal year 2020 associated with each of our development programs consisted of approximately $2,455,000 for our suspended as of July 2020 cancer diagnostics program, approximately $1,048,000 for CAR-T therapeutics, approximately $510,000 for anti-viral therapeutics, and approximately $368,000 for cancer vaccines.\nGeneral and Administrative Expenses\nGeneral and administrative expenses decreased by approximately $66,000 to approximately $5,597,000 in fiscal year 2020, from approximately $5,663,000 in fiscal year ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 715446_2020.htm (CIK: 715446, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01884", "source": "edgar", "source_license": "public_domain", "text": "Item 6 - Selected Financial Data\nThe historical data in the table below should be read in conjunction with the Consolidated Financial Statements and the related notes thereto in Item 15 and Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations.\nItem 7", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1637757_2020.htm (CIK: 1637757, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01885", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nThe information required by this item will be contained in the Proxy Statement under the caption \u201cExecutive Compensation\u201d, and is hereby incorporated herein by reference.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 66418_2020.htm (CIK: 66418, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01886", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nYou should read the following discussion in conjunction with our audited historical consolidated financial statements, including the notes thereto, which are included elsewhere in this Form 10-K. Management's Discussion and Analysis of Financial Condition and Results of Operations contains statements that are forward-looking. These statements are based on current expectations and assumptions that are subject to risk, uncertainties, and other factors. Actual results could differ materially because of the factors discussed in \"Risk Factors\" included elsewhere in this Form 10-K.\nExecutive Overview\nThis executive overview presents summarized information regarding our business and operating trends only. For further information relating to the information summarized herein, see \"Management's Discussion and Analysis of Financial Condition and Results of Operations\" in its entirety.\nRecent ON Semiconductor Results\nOur revenue for the year ended December 31, 2020 was $5,255.0 million, a decrease of 4.8% from $5,517.9 million for the year ended December 31, 2019. The decrease was attributable to reduced demand for our products across PSG, ASG and ISG primarily due to the negative impact from the COVID-19 pandemic. During 2020, while we reported net income attributable to ON Semiconductor of $234.2 million compared to $211.7 million in 2019, our operating income during 2020 was $348.7 million compared to $432.7 million during 2019. While the decrease in operating income was primarily due to the pervasive macroeconomic impacts of the COVID-19 pandemic, the increase in net income attributable to ON Semiconductor was due to the income tax benefit recorded during the year. Our gross margin decreased by approximately 310 basis points to 32.7% in 2020 from 35.8% in 2019. See discussion under \"Results of Operations\" for further discussion on the reasons for the fluctuations year over year.\nBusiness and Macroeconomic Environment\nThe COVID-19 pandemic has had, and is expected to continue to have, a significant adverse impact on global economic activity, including creating supply chain and market disruption. While certain measures enacted in 2020 to contain the spread of the COVID-19 pandemic have since been relaxed in many jurisdictions, the extent to which the pandemic will impact demand for our products depends on future developments, which are highly uncertain and difficult to predict, including new information that may emerge concerning the severity and longevity of the pandemic, and actions to contain and treat its impact.\nWe historically have pursued, and expect to continue to pursue, cost-saving initiatives to align our overall cost structure, capital investments and other expenditures with our expected revenue, spending and capacity levels based on our current sales and manufacturing projections. We have taken, and continue to take, significant cost containment efforts, including, but not limited to, workforce reductions, reducing discretionary spending, furloughs, and mandatory vacations. While all our global\nmanufacturing sites are currently operational, our facilities could be required to temporarily curtail production levels or temporarily cease operations based on government mandates. There can be no assurances that we will adequately forecast the impact of adverse economic conditions on our business or that we will effectively align our cost structure, capital investments and other expenditures with our revenue, spending and capacity levels in the future.\nSee Note 7: ''Restructuring, Asset Impairments and Other Charges, net'' in the notes to our audited consolidated financial statements included elsewhere in this Form 10-K for information relating to our most recent cost-saving initiatives.\nThe Impact of the COVID-19 Pandemic on our Business\nIn an effort to protect the health and safety of our employees, we have taken proactive, aggressive ", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax benefit. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01887", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11 - EXECUTIVE COMPENSATION\nDirector Compensation\nThe following table summarizes all director compensation in the most recent fiscal year ended December 31, 2020. There are no standard compensation arrangements in place for our directors.\nExecutive Compensation\nThe executive officers for the most recent fiscal year ended December 31, 2020 are as follows:\nJohn C. Power, CEO, President, CFO, Secretary and director.\nSummary Compensation Table\nThe following table sets forth all compensation recorded by us to Mr. Power during the years ended December 31, 2020 and 2019:\nMr. Power is our only executive officer. We entered into a one-year consulting agreement with Mr. Power at the rate of $30,000 per year for his part-time service as our President. Mr. Power devotes approximately 25% of his time and attention to our business.\nEmployment Agreements\nWe do not have any written employment agreements other than the above-referenced consulting agreement with any of our executive officers; nor do we have or maintain key man life insurance on Mr. Power.\nEquity Incentive Plan\nThe Company adopted its 2020 Equity Incentive Plan which became effective in January 2021 (the \u201cPlan\u201d) for our officers, directors and other employees, plus outside consultants and advisors. Under the Plan, our employees, outside consultants and advisors may receive awards of non-qualified options and incentive options, stock appreciation rights or shares of stock. As required by Section 422 of the Internal Revenue Code of 1986, as amended, the aggregate fair market value of our common stock underlying incentive stock options granted to an employee exercisable for the first time in any calendar year may not exceed $100,000. The foregoing limitation does not apply to non-qualified options. The exercise price of an incentive option may not be less than 100% of the fair market value of the shares of our common stock on the date of grant. The same limitation does not apply to non-qualified options. An option is not transferable, except by will or the laws of descent and distribution. If the employment of an optionee terminates for any reason, (other than for cause, or by reason of death, disability or retirement), the optionee may exercise his options within a 90-day period following such termination to the extent he was entitled to exercise such options at the date of termination. A maximum of 10,000,000 shares of our common stock are subject to the Plan. The purpose of the Plan is to provide employees, including our officers, directors, and non-employee consultants and advisors with an increased incentive to make significant and extraordinary contributions to our long-term performance and growth, to join their interests with the interests of our shareholders, and to facilitate attracting and retaining employees of exceptional ability.\nThe Plan may be administered by the Board or in the Board's sole discretion by the Compensation Committee of the Board or such other committee as may be specified by the Board to perform the functions and duties of the Committee under the Plan. Subject to the provisions of the Plan, the Committee and the Board shall determine, from those eligible to be participants in the Plan, the persons to be granted stock options, stock appreciation rights and restricted stock, the amount of stock or rights to be optioned or granted to each such person, and the terms and conditions of any stock option, stock appreciation rights and restricted stock.\nThere have been no grants under the Plan to date.\nOutstanding Equity Awards at Fiscal Year-End\nNone\nExpense Reimbursement\nWe will reimburse our officers and directors for reasonable expenses incurred during the course of their performance.\nRetirement Plans and Benefits\nNone.\nIndemnification of Directors and Officers\nOur bylaws contain provisions that limit the liability of our directors for monetary damages to the fullest extent permitted by Delaware law. Consequently, our directors will not be personally ", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: irs, internal revenue. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01888", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nReport of Independent Registered Public Accounting Firm\nTo the Stockholders and Board of Directors\nHostess Brands, Inc.:\nOpinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting\nWe have audited the accompanying consolidated balance sheets of Hostess Brands, Inc. and subsidiaries (the Company) as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive income, stockholders\u2019 equity, and cash flows for each of the years in the three-year period ended December 31, 2020, and the related notes (collectively, the consolidated financial statements). We also have audited the Company\u2019s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.\nIn our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2020, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020 based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.\nBasis for Opinions\nThe Company\u2019s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company\u2019s consolidated financial statements and an opinion on the Company\u2019s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.\nOur audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.\nDefinition and Limitations of ", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1644406_2020.htm (CIK: 1644406, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01889", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\nFive-Year Performance Highlights\n1.Diluted Earnings Per Share, Weighted Average Shares Outstanding - Diluted, Book Value Per Share and Shares Outstanding have been adjusted for the impact of the October 12, 2018 fifteen percent Class B stock distribution and the October 11, 2016 fifteen percent Class B stock distribution.\n2.Working capital is calculated as the difference between Current Assets and Current Liabilities.\n3.Information includes the results of CCC, acquired on April 3, 2017, and CSC, acquired on December 1, 2017, each from the acquisition date forward.\n4.The Company recorded goodwill impairment charges during the first and second quarters of 2020 as described in Note 7 in our consolidated financial statements in Item 8. The Company recorded impairment charges in conjunction with restructuring, impairment and other activities during the fourth quarter of 2019, as described in Note 23 in our consolidated financial statements. The Company also recorded a goodwill impairment charge during the fourth quarter of 2017.\n5.The Company recorded a gain of $80.1 million upon the sale of the semiconductor business on February 13, 2019, offset by a $1.3 million loss on the sale of the airfield lighting product line on July 12, 2019.\n6.Information includes the results of Freedom, acquired on July 1, 2019, and Diagnosys, acquired on October 4, 2019, each from the acquisition date forward. Information reflects the sale of the semiconductor business, divested on February 13, 2019.\n7.During 2020, the Company recorded non-cash charges of $21.5 million included within its provision for income taxes related to the Company\u2019s determination that a valuation allowance against its deferred tax assets was necessary. Accounting rules require a reduction of the carrying amounts of deferred tax assets by a valuation allowance if, based on the available and objectively verifiable evidence, it is more likely than not that such assets will not be realized.\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, deferred tax, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01890", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nThe Company is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information under this Item.\nITEM 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1819663_2020.htm (CIK: 1819663, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01891", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors.\nInvesting in our securities involves a high degree of risk. You should carefully consider the following information about these risks, together with the other information appearing elsewhere in this Annual Report on Form 10-K, including our consolidated financial statements, the notes thereto and the section entitled \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\u201d The occurrence of any of these risks could have a material and adverse effect on our business, reputation, financial condition, results of operations and future growth prospects, as well as our ability to accomplish our strategic objectives. Certain statements contained in this section constitute forward-looking statements. See the information included in \u201cSpecial Note Regarding Forward-Looking Statements\u201d in this Annual Report on Form 10-K. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations.\nRisks Related to Our Business and Strategy\nWe have incurred significant operating losses since inception, and we expect to incur operating losses in the future, and we may not be able to achieve or sustain profitability.\nWe are a medical technology company with a limited commercial operating history. To date, we have invested substantially all of our efforts in the research and development of, seeking regulatory approval for, and commercialization of our r-SNM System. We are not profitable and have incurred losses each year since we began our operations in 2013. We have a limited commercial operating history upon which to evaluate our business and prospects. Consequently, any predictions about our future success, performance or viability may not be as accurate as they could be if we had a longer operating history.\nWe have not yet derived sufficient revenues to support our operations, as our activities prior to 2020 have consisted primarily of investing in our commercial operations, developing our technology, and conducting clinical studies. As a result, we have recorded net losses of $54.9 million, $79.9 million, and $32.5 million for the years ended December 31, 2020, 2019, and 2018, respectively. As of December 31, 2020, we had an accumulated deficit of $234.5 million. To date, we have financed our operations primarily through equity financings.\nWe expect that our operating expenses will continue to increase as we (i) continue to build our commercial infrastructure, (ii) develop, enhance, and expand the commercialization of our r-SNM System in the United States, (iii) potentially seek additional FDA regulatory approvals for our r-SNM System or other future product candidates in the United States, (iv) increase our commercialization efforts internationally and (v) incur additional operational costs associated with being a public company. As a result, we expect to continue to incur operating losses for the foreseeable future. Our expected future operating losses, combined with our prior operating losses, may adversely affect the market price of our common stock and our ability to raise capital and continue operations.\nWe expect that sales of our r-SNM System will account for a majority of our future revenue. If our r-SNM System does not achieve an adequate level of acceptance by physicians, health care payors, and patients and does not receive adequate reimbursement from third-party payors, we may not generate sufficient revenue and we may not be able to achieve profitability. Even if we do achieve profitability, we may not be able to sustain or increase profitability in subsequent periods or on an ongoing basis. If we do not achieve or sustain profitability, it will be more difficult for us to finance our business and accomplish our strategic objectives, either of which would have a material and adverse effect on our business, financial condition and results of operations and cause the market price of our common stock to decline.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1603756_2020.htm (CIK: 1603756, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01892", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nThe supplementary information required by this item is included in Item 7, \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\u201d\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nTo the Board of Directors and Shareholders of Socket Mobile, Inc.:\nOpinion on the Financial Statements\nWe have audited the accompanying balance sheets of Socket Mobile, Inc. (\u201cthe Company\u201d) as of December 31, 2020 and 2019, the related statements of operations, stockholders\u2019 equity, and cash flows for each of the years in the two-year period ended December 31, 2020 and the related notes (collectively referred to as the \u201cfinancial statements\u201d). In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.\nBasis for Opinion\nThese financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (\u201cPCAOB\u201d) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company\u2019s internal control over financial reporting. Accordingly, we express no such opinion.\nOur audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\nCritical Audit Matters\nThe critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate audit opinion on the critical audit matters or on the accounts or disclosures to which they relate.\nDeferred Tax Asset Valuation Allowance Assessment\nCritical Audit Matter Description\nAs described in notes 1 and 6 to the consolidated financial statements, the Company uses the asset and liability method to account for income taxes. Deferred tax assets and liabilities are measured using enacted tax rates and laws that will be in effect when the differences are expected to rev", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, deferred tax, tax rate. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01893", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data.\nOur financial statements, together with the report of our independent registered public accounting firm, appear in this Annual Report on Form 10-K beginning on page 104.\nItem 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1674365_2020.htm (CIK: 1674365, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01894", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nNW Holdings and NW Natural are exposed to various forms of market risk including commodity supply risk, commodity price risk, interest rate risk, foreign currency risk, credit risk and weather risk. The following describes NW Holdings' and NW Natural's exposure to these risks, as applicable.\nCommodity Supply Risk\nNW Natural enters into spot, short-term, and long-term natural gas supply contracts, along with associated pipeline transportation contracts, to manage commodity supply risk. Historically, NW Natural has arranged for physical delivery of an adequate supply of gas, including gas in Mist storage and off-system storage facilities, to meet expected requirements of core NGD customers. NW Natural's long-term gas supply contracts are primarily index-based and subject to monthly re-pricing, a strategy that is intended to substantially mitigate credit exposure to physical gas counterparties. Absolute notional amounts under physical gas contracts related to open positions on derivative instruments were 458 million therms and 513 million therms as of December 31, 2020 and 2019, respectively.\nCommodity Price Risk\nNatural gas commodity prices are subject to market fluctuations due to unpredictable factors including weather, pipeline transportation congestion, drilling technologies, market speculation, and other factors that affect supply and demand. Commodity price risk is managed with financial swaps and physical gas reserves from a long-term investment in working interests in gas leases operated by Jonah Energy. These financial hedge contracts and gas reserves volumes are generally included in NW Natural's annual PGA filing for recovery, subject to a regulatory prudence review. Notional amounts under financial derivative contracts were $168.5 million and $123.3 million as of December 31, 2020 and 2019, respectively. The fair value of financial swaps, based on market prices at December 31, 2020, was an unrealized gain of $12.8 million, which would result in cash inflows of $1.3 million in 2021 and $12.5 million in 2022, and cash outflows of $1.0 million in 2023.\nInterest Rate Risk\nNW Holdings and NW Natural are exposed to interest rate risk primarily associated with new debt financing needed to fund capital requirements, including future contractual obligations and maturities of long-term and short-term debt. Interest rate risk is primarily managed through the issuance of fixed-rate debt with varying maturities. NW Holdings and NW Natural may also enter into financial derivative instruments, including interest rate swaps, options and other hedging instruments, to manage and mitigate interest rate exposure. NW Holdings and NW Natural did not have any interest rate swaps outstanding as of December 31, 2020 or 2019.\nForeign Currency Risk\nThe costs of certain pipeline and off-system storage services purchased from Canadian suppliers are subject to changes in the value of the Canadian currency in relation to the U.S. currency. Foreign currency forward contracts are used to hedge against fluctuations in exchange rates for NW Natural's commodity-related demand and reservation charges paid in Canadian dollars. Notional amounts under foreign currency forward contracts were $5.9 million and $6.7 million as of December 31, 2020 and 2019, respectively. If all of the foreign currency forward contracts had been settled on December 31, 2020, a gain of $0.3 million would have been realized. See Note 16.\nCredit Risk\nCredit Exposure to Natural Gas Suppliers\nCertain gas suppliers have either relatively low credit ratings or are not rated by major credit rating agencies. To manage this supply risk, NW Natural purchases gas from a number of different suppliers at liquid exchange points. NW Natural evaluates and monitors suppliers\u2019 creditworthiness and maintains the ability to require additional financial assurances, including deposits, letters of credit, or surety bonds, in case a su", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 73020_2020.htm (CIK: 73020, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01895", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nRisk Factor Summary\nAn investment in our securities involves high degree of risk. Below is a summary of the principal risk factors that make an investment in our securities speculative or risky. This summary does not address all of the risks that we face. Additional discussion of the risks summarized in this summary of risk factors, and other risk that we face, can be found below and should be carefully considered, together with other information in this Report. In addition to the risks and uncertainties set forth below, we face certain material risks and uncertainties related to the Proposed Transaction with Markforged, Inc., and if the Proposed Transaction is consummated, additional and different risks and uncertainties related to the business of Markforged, Inc. Such material risks will be set forth in the Company\u2019s registration statement on form S- 4, including a proxy statement/ prospectus that we will file with the SEC in connection with the Proposed Transaction.\nOur principal risks and uncertainties include, but are not limited to, the following risks, uncertainties and other factors:\nWe are a recently incorporated company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.\nBecause we lack an operating history, you have no basis upon which to evaluate our ability to achieve our business objective of completing our initial business combination with one or more partner businesses. We have no plans, arrangements or understandings with any prospective partner business concerning a business combination and may be unable to complete our initial business combination. If we fail to complete our initial business combination, we will never generate any operating revenues.\nPast performance by our founding team or their affiliates may not be indicative of future performance of an investment in us.\nInformation regarding performance by, or businesses associated with, our founding team or their affiliates is presented for informational purposes only. Any past experience of and performance by our founding team or their affiliates, is not a guarantee either: (1) that we will be able to successfully identify a suitable candidate for our initial business combination; or (2) of any results with respect to any initial business combination we may consummate. You should not rely on the historical record of our founding team or any of their affiliates\u2019 as indicative of the future performance of an investment in us or the returns we will, or are likely to, generate going forward.\nOur shareholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete our initial business combination even though a majority of our shareholders do not support such a combination.\nWe may not hold a shareholder vote to approve our initial business combination unless the business combination would require shareholder approval under applicable Cayman Islands law or stock exchange listing requirements or if we decide to hold a shareholder vote for business or other reasons. For instance, the NYSE rules currently allow us to engage in a tender offer in lieu of a general meeting but would still require us to obtain shareholder approval if we were seeking to issue more than 20% of our issued and outstanding shares to a partner business as consideration in any business combination.\nTherefore, if we were structuring a business combination that required us to issue more than 20% of our issued and outstanding ordinary shares, we would seek shareholder approval of such business combination. However, except as required by applicable law or stock exchange rule, the decision as to whether we will seek shareholder approval of a proposed business combination or will allow shareholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors, such", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1816613_2020.htm (CIK: 1816613, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01896", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nPPL Corporation\nInformation for this item will be set forth in the sections entitled \"Compensation of Directors,\" \"The Board's Role in Risk Oversight\" and \"Executive Compensation\" in PPL's 2021 Notice of Annual Meeting and Proxy Statement, which will be filed with the SEC not later than 120 days after December 31, 2020, and which information is incorporated herein by reference.\nPPL Electric Utilities Corporation, LG&E and KU Energy LLC, Louisville Gas and Electric Company and Kentucky Utilities Company\nItem 11 is omitted as PPL Electric, LKE, LG&E and KU meet the conditions set forth in General Instructions (I)(1)(a) and (b) of Form 10-K.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1518339_2020.htm (CIK: 1518339, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01897", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nMarket Risk\nWe are exposed to interest rate risk on our variable-rate debt and price risk on our fixed-rate debt. At December 31, 2020, we had $539.0 million of variable-rate debt. Including the effect of the floating-to-fixed interest rate swaps (see Note 13, Derivatives, to the Consolidated Financial Statements), approximately 90.9% of our outstanding debt was comprised of fixed-rate debt as of December 31, 2020.\nWe assess market risk based on changes in interest rates utilizing a sensitivity analysis that measures the potential loss in earnings, fair values and cash flows based on a hypothetical 10% change in interest rates. Using this sensitivity analysis, such changes would not have a material effect on interest income or expense and cash flows and would change the fair values of fixed-rate debt at December 31, 2020 and 2019 by $23.7 million and $25.8 million, respectively.\nWe are exposed to the impact of foreign currency fluctuations based on our global operations. Foreign currency fluctuations affect the U.S. dollar value of revenues earned and expenses incurred in foreign currencies. We are also exposed to currency risk to the extent we own assets or incur liabilities, or enter into other transactions that are not in the functional currency of the subsidiary in which we operate. We employ different practices to manage these risks, including where appropriate the use of derivative instruments, such as foreign currency forwards. As of December 31, 2020 and 2019, the aggregate notional amount of outstanding foreign currency contracts was $220.7 million and $179.9 million, respectively (see Note 13, Derivatives, to the Consolidated Financial Statements). The net unrealized gains from these foreign currency contracts were $3.6 million and $0.8 million at December 31, 2020 and 2019, respectively. We do not use derivative financial instruments for trading or speculative purposes.\nCredit Risk\nWe are exposed to credit risk on accounts receivable balances. This risk is mitigated due to our large, diverse client base, dispersed over various geographic regions and industrial sectors. No single client comprised more than 10% of our consolidated net sales in 2020, 2019 or 2018. We maintain provisions for potential credit losses and such losses to date have normally been within our expectations. We evaluate the solvency of our clients on an ongoing basis to determine if additional allowances for credit losses need to be recorded. Significant economic disruptions or a slowdown in the economy could result in significant additional charges.\nCommodities\nThe primary raw materials used by us are paper and ink. To reduce price risk caused by market fluctuations, we have incorporated price adjustment clauses in certain sales contracts. We believe a hypothetical 10% change in the price of paper and other raw materials would not have a significant effect on our consolidated annual results of operations or cash flows because these costs are generally passed through to our clients, although there may be contractual delays in our ability to pass along these increases.\nITEM 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 29669_2020.htm (CIK: 29669, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01898", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nWISEMAN GLOBAL LIMITED\nFINANCIAL STATEMENTS\nFor the year ended December 31, 2020 and 2019\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nTo the Board of Directors and Stockholders of Wiseman Global Limited:\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheet of Wiseman Global Limited together with its subsidiaries (\u201cthe Company\u201d) as of December 31, 2020 and 2019, and the related consolidated statements of income (loss) and comprehensive income (loss), stockholders\u2019 equity, and cash flows for the year then ended, and the related notes (collectively referred to as the \u201cfinancial statements\u201d). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States.\nBasis for Opinion\nThese financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (\u201cPCAOB\u201d) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company\u2019s internal control over financial reporting. Accordingly, we express no such opinion.\nOur audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\nEmphasis of Matter\nThe Company has significant transactions with related parties, which are described in Note 12 to the financial statements. Transactions involving related parties cannot be presumed to be carried out on an arm\u2019s length basis, as the requisite conditions of competitive, free market dealings may not exist.\n/s/ Pan-China Singapore PAC\nWe have served as the Company\u2019s auditor since 2018.\nSingapore\nApril 15, 2021\nWISEMAN GLOBAL LIMITED AND SUBSIDIARIES\nCONSOLIDATED BALANCE SHEETS\n(In U.S. Dollars, except share data or otherwise stated)\nAS OF DECEMBER 31, 2020 AND 2019\nSee accompany notes to the consolidated financial statements.\nWISEMAN GLOBAL LIMITED AND SUBSIDIARIES\nCONSOLIDATED STATEMENTS OF INCOME\n(In U.S. Dollars, except share data or otherwise stated)\nFOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019\nSee accompany notes to the consolidated financial statements.\nWISEMAN GLOBAL LIMITED AND SUBSIDIARIES\nCONSOLIDATED STATEMENTS OF CHANGES IN EQUITY\n(In U.S. Dollars, except share data or otherwise stated)\nFOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019\nSee accompany notes to the consolidated financial statements.\nWISEMAN GLOBAL LIMITED AND SUBSIDIARIES\nCO", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1756640_2020.htm (CIK: 1756640, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01899", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11.\nEXECUTIVE COMPENSATION\nThe information in the Proxy Statement set forth under the captions \u201cDirector Compensation,\u201d \u201cCompensation Discussion and Analysis,\u201d \u201cCompensation Committee Interlocks and Insider Participation,\u201d and \u201cCompensation Committee Report\u201d is incorporated herein by reference.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 794172_2020.htm (CIK: 794172, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01900", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nThis Form 10-K contains \u201cforward-looking statements\u201d made within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as \"believes,\" \"anticipates,\" \"plans,\" \"may,\" \"intends,\" \"will,\" \"should,\" \"expects,\" and similar expressions are intended to identify forward-looking statements. Forward-looking statements may include comments about our future sales or financial performance and our plans, performance and other objectives, expectations or intentions, such as statements regarding our liquidity, debt service requirements, planned capital expenditures, future store initiatives, and adequacy of capital resources and reserves. Forward-looking statements are based on management\u2019s then-current views and assumptions and, as a result, are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected. As such, forward-looking statements are qualified by those risk factors described below. Forward-looking statements relate to the date made, and we undertake no obligation to update them.\nOur sales, revenues, gross margin, expenses, and operating results could be negatively impacted by a number of factors including, but not limited to those described below. Many of these risk factors are outside of our control. If we are not successful in managing these risks, they could have a negative impact on our sales, revenues, gross margin, expenses, and/or operating results.\nMacroeconomic and Industry Risks\nActual or threatened epidemics, pandemics, outbreaks, or other public health crises may adversely affect our customers\u2019 financial condition and the operations of our business.\nOur business could be materially and adversely affected by the risks, or the public perception of the risks, related to an epidemic, pandemic, outbreak, or other public health crisis, such as the recent outbreak of novel coronavirus (COVID-19). The risk of a pandemic, or public perception of the risk, could cause customers to avoid public places, including retail properties, and could cause temporary or long-term disruptions in our supply chains and/or delays in the delivery of our inventory. Further, such risks could also adversely affect our customers' financial condition, resulting in reduced spending for the merchandise we sell. Moreover, an epidemic, pandemic, outbreak or other public health crisis, such as COVID-19, could cause employees to avoid our properties, which could adversely affect our\nability to adequately staff and manage our businesses. Risks related to an epidemic, pandemic or other health crisis, such as COVID-19, could also lead to the complete or partial closure of one or more of our stores, facilities or operations of our sourcing partners. The ultimate extent of the impact of any epidemic, pandemic or other health crisis on our business, financial condition and results of operations will depend on future developments, which are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity of such epidemic, pandemic or other health crisis and actions taken to contain or prevent their further spread, among others. These and other potential impacts of an epidemic, pandemic or other health crisis, such as COVID-19, could therefore materially and adversely affect our business, financial condition and results of operations.\nGeneral economic conditions, consumer spending levels, and/or other conditions could decline.\nConsumer spending habits, including spending for the merchandise that we sell, are affected by many factors including prevailing economic conditions, levels of employment, salaries and wage rates, prevailing interest rates, housing costs, energy and fuel costs, income tax rates and policies, consumer confidence, consumer perception of economic conditions, and the consumer\u2019s disposable income, credit availability, and debt levels. The moderate-income consumer, which is our core customer, is especia", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax rate. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01901", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nThe information required by this item is incorporated by reference to \u201cCompensation Discussion and Analysis,\u201d \u201cExecutive Compensation Committee Report,\u201d \u201cCompensation Tables,\u201d \u201cCompensation of Directors\u201d and \u201cOther Matters\u201d in our Proxy Statement.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 879101_2020.htm (CIK: 879101, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01902", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.\nThis MD&A should be read in conjunction with our consolidated financial statements and the accompanying notes thereto contained in Item 8. Financial Statements and Supplementary Data of this report, as well as Item 1. Business of this report, for an overview of our operations and business environment.\nEXECUTIVE SUMMARY\nThe following is an executive summary of what Kforce believes are highlights for 2020, which should be considered in the context of the additional discussions herein and in conjunction with the consolidated financial statements and notes thereto.\n\u2022Revenue for the year ended December 31, 2020 increased 3.3%, on a billing day basis, to $1.40 billion in 2020 from $1.35 billion in 2019. Revenue decreased 0.8% for Tech and increased 20.2% for FA.\n\u2022Flex revenue increased 4.5% on a billing day basis, to $1.36 billion in 2020 from $1.30 billion in 2019. Flex revenue decreased 0.8%, on a billing day basis, for Tech and increased 25.8%, on a billing day basis, for FA. During 2020, we secured contracts to support government-sponsored COVID-19 related initiatives that benefited FA Flex with $114.7 million in revenues for the year ended December 31, 2020. Excluding revenues from the COVID-19 Business, our FA Flex business would have declined 17.5% in 2020 on a year-over-year basis.\n\u2022Direct Hire revenue decreased 29.6% to $33.6 million in 2020 from $47.7 million in 2019.\n\u2022Gross profit margin decreased 100 basis points to 28.3% in 2020 due primarily to lower Direct Hire revenue mix. Flex gross profit margin decreased 10 basis points to 26.6% in 2020 from 26.7% in 2019. Flex gross profit margin increased 10 basis points for Tech and decreased 140 basis points for FA.\n\u2022SG&A expenses as a percentage of revenue for the year ended December 31, 2020 decreased to 22.2% from 23.3% in 2019 . The decrease is primarily related to leverage from our revenue growth, continued improvements in associate productivity, reductions in certain areas such as travel and office related expenses given pandemic restrictions and overall tight management of spend.\n\u2022Income from continuing operations for the year ended December 31, 2020, increased 2.7% to $56.0 million, or $2.62 per share, from $54.6 million, or $2.29 per share, in 2019.\n\u2022The Firm returned $46.2 million of capital to our shareholders in the form of open market repurchases totaling $29.4 million, or 1.0 million shares, and quarterly dividends totaling $16.8 million, or $0.80 per share, during the year ended December 31, 2020.\n\u2022In March 2020, Kforce entered into a forward-starting interest rate swap agreement with an interest rate of 0.61%, which is added to the applicable margin under our credit facility, resulting in a notional amount of our interest rates swap of $35.0 million, for a total notional amount of $100.0 million for our two interest rate swaps. This was done to primarily reduce liquidity risk at the beginning of the COVID-19 pandemic and to take advantage of historically low interest rates.\n\u2022The total amount outstanding under our Credit Facility increased $35.0 million to $100.0 million as of December 31, 2020 as compared to $65.0 million as of December 31, 2019. We exited the year with $3.5 million of net cash compared to $45.2 million of net debt as of December 31, 2019.\n\u2022Cash provided by operating activities was $109.2 million during the year ended December 31, 2020 compared to $66.6 million for 2019, primarily due to the deferral of roughly $38.6 million in payroll taxes as a result of the Coronavirus, Aid, Relief and Economic Security Act (the \u201cCARES Act\u201d).\nRESULTS OF OPERATIONS\nCertain discussions of the changes in our results of operations from the year ended December 31, 2019 as compared to the year ended December 31, 2018 have been omitted from this Form 10-K, but may be found in \u201cItem 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d o", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 930420_2020.htm (CIK: 930420, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01903", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\nYou should read the following discussion and analysis together with our financial statements and related notes included in \u201cItem 8. Financial Statements and Supplementary Data\u201d in this Annual Report on Form 10-K. The following discussion contains forward-looking statements that involve risks and uncertainties. For a complete discussion of forward-looking statements, see the section above entitled \u201cForward Looking Statements.\u201d Our actual results could differ materially from those expressed or implied in any forward-looking statements as a result of various factors, including those set forth under the caption \u201cItem 1A. Risk Factors.\u201d\nOverview\nWe are a clinical-stage biopharmaceutical company with one product candidate in a Phase 1/1b clinical trial, and we are focused on leveraging our proprietary ImmunoTAC technology platform to develop systemically delivered, tissue targeted therapeutics for the treatment of cancer, chronic viral infections, and other serious diseases. Our platform enables us to strategically pair proprietary linker-payloads that modulate key disease-modifying pathways with monoclonal antibodies directed to specific disease sites. Initially, we are applying our platform to create a new class of targeted immuno-oncology agents that direct a myeloid cell activator to the tumor microenvironment in solid tumors to promote cancer cell killing. Our lead product candidate, SBT6050, is comprised of a TLR8 agonist linker-payload conjugated to a HER2-directed monoclonal antibody that targets tumors such as certain breast, gastric and non-small cell lung cancers. SBT6050 is currently in a Phase 1/1b clinical trial as a monotherapy and in combination with pembrolizumab, in patients with advanced or metastatic HER2-expressing solid tumors. In this trial, we have observed changes in pharmacodynamic markers in the first dose cohort, and we anticipate providing an update on interim data from the Phase 1 single agent dose-escalation cohorts in the second half of 2021. SBT6290 is our second product candidate, expanding on the potential of a TLR8 agonist as a payload. SBT6290 is a TLR8 linker-payload conjugated to a monoclonal antibody that targets Nectin4, which is expressed in certain bladder, triple negative breast, head and neck, and non-small cell lung cancers. We anticipate submitting an investigational new drug application for SBT6290 in the fourth quarter of 2021. Our third TLR8 program, SBT8230, is comprised of a TLR8 linker-payload conjugated to an ASGR1 monoclonal antibody that is under development for the treatment of cHBV. We are also developing agents that localize therapies to modulate important pathways in additional oncology and fibrosis indications using TLR8 and other linker-payloads.\nOur ImmunoTAC platform drives our development pipeline of tissue targeted therapeutic candidates as summarized in the chart below:\nWe have incurred significant operating losses since our inception. As of December 31, 2020, we had an accumulated deficit of $96.7 million. Our net losses were $32.9 million and $24.0 million for the years ended December 31, 2020 and 2019, respectively. Our losses have resulted primarily from costs incurred in connection with raising capital, research and development activities and general and administrative expenses. We do not have any products approved for sale and have not generated any revenue from product sales or otherwise.\nWe expect our expenses will increase substantially and that we will continue to incur significant losses for the foreseeable future as we continue our development of, and seek regulatory approvals for, our product candidates and begin to commercialize any approved products, seek to expand our product pipeline, invest in our organization and technology platform, as well as incur expenses associated with operating as a public company. Our net losses may fluctuate significantly from qu", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1671858_2020.htm (CIK: 1671858, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01904", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations\nThe following discussion should be read in conjunction with the \"Selected Financial Data\" and our financial statements and related notes thereto included elsewhere in this report. In addition to historical information, this discussion contains forward-looking statements that involve risks, uncertainties and assumptions that could cause actual results to differ materially from management\u2019s expectations. Factors that could cause such differences are discussed in the sections entitled \"Special Note Regarding Forward-Looking Statements\" and \"Risk Factors.\" We are not undertaking any obligation to update any forward-looking statements or other statements we may make in the following discussion or elsewhere in this document even though these statements may be affected by events or circumstances occurring after the forward-looking statements or other statements were made.\nOverview\nWe are an established and growing private mortgage insurance company. Essent Guaranty, Inc., our wholly-owned insurance subsidiary which we refer to as \"Essent Guaranty,\" is licensed to write coverage in all 50 states and the District of Columbia. The financial strength ratings of Essent Guaranty are A3 with a stable outlook by Moody's Investors Service (\"Moody's\"), BBB+ with a negative outlook by S&P Global Ratings (\"S&P\") and A (Excellent) with a stable outlook by A.M. Best.\nOur holding company is domiciled in Bermuda and our U.S. insurance business is headquartered in Radnor, Pennsylvania. We operate additional underwriting and service centers in Winston-Salem, North Carolina and Irvine, California. We have a highly experienced, talented team with 381 employees as of December 31, 2020. For the years ended December 31, 2020, 2019 and 2018, we generated new insurance written, or NIW, of approximately $107.9 billion, $63.6 billion and $47.5 billion, respectively. As of December 31, 2020, we had approximately $198.9 billion of insurance in force. Our top ten customers represented approximately 35.8%, 42.8% and 43.5% of our NIW on a flow basis for the years ended December 31, 2020, 2019 and 2018, respectively.\nWe also offer mortgage-related insurance and reinsurance through our wholly-owned Bermuda-based subsidiary, Essent Reinsurance Ltd., which we refer to as \"Essent Re.\" As of December 31, 2020, Essent Re provided insurance or reinsurance relating to GSE risk share and other reinsurance transactions covering approximately $1.4 billion of risk. Essent Re also reinsures 25% of Essent Guaranty's NIW under a quota share reinsurance agreement. The financial strength ratings of Essent Re are BBB+ with a negative outlook by S&P and A (Excellent) with a stable outlook by A.M. Best.\nCOVID-19\nThe novel coronavirus disease 2019 (\"COVID-19\") was first identified in December 2019 in Wuhan, China. On March 11, 2020 the outbreak had spread such that it was declared to be a pandemic by the World Health Organization (\u201cWHO\u201d). Within a week of the WHO's declaration, most major economies had announced significant and increasing restrictions on the movement and interaction of people. By the end of March 2020, it was estimated that a quarter of the world\u2019s population was under some form of lockdown or stay-at-home order. Most state governments in the United States implemented some form of travel and/or business restrictions to slow the spread of COVID-19. Due to business restrictions, stay-at-home orders and travel restrictions initially implemented in March 2020, unemployment in the United States increased significantly in the second quarter of 2020 and remained elevated at December 31, 2020. As unemployment is one of the most common reasons for borrowers to default on their mortgage, the increase in unemployment has increased the number of delinquencies and has the potential to increase claim frequencies on the mortgages we insure.\nIn response to the impact of COVID-19, the federal g", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1448893_2020.htm (CIK: 1448893, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01905", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nThe information required by Item 11 will be either included in the Form 10-K Amendment or is incorporated by reference to our 2020 Proxy Statement under the heading \"Executive Compensation and Other Information\" and \"Election of Directors.\"\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 350868_2020.htm (CIK: 350868, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01906", "source": "edgar", "source_license": "public_domain", "text": "Item 11. EXECUTIVE COMPENSATION\nThe information required under Item 11 of Form 10-K will be contained in the Proxy Statement under the heading \u201cExecutive Compensation\u201d and is incorporated herein by reference.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1502377_2020.htm (CIK: 1502377, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01907", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\nFIVE-YEAR SUMMARIES\nThe following tables present selected financial data of Sempra Energy, SDG&E and SoCalGas for the five years ended December 31, 2020. The data is derived from the audited consolidated financial statements of each company. You should read this information in conjunction with \u201cPart II - Item 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1032208_2020.htm (CIK: 1032208, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01908", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nCertain Factors Affecting Callaway Golf Company\nThe Company\u2019s business, operations and financial condition are subject to various risks and uncertainties. The Company urges you to carefully consider the risks and uncertainties described below, together with all of the other information in this Annual Report on Form 10-K, including those risks set forth under the heading entitled \u201cImportant Notice to Investors Regarding Forward-Looking Statements,\u201d and in other documents that the Company files with the Commission, before making any investment decision with respect to the Company\u2019s securities. If any of the risks or uncertainties actually occur or develop, the Company\u2019s business, financial condition, results of operations and future growth prospects could be adversely affected. Under these circumstances, the trading prices of the Company\u2019s securities could decline, and you could lose all or part of your investment in the Company\u2019s securities.\nRisk Factors Summary\nThe following is a summary of the principal risks that could adversely affect our business, operating results, cash flows and financial conditions.\nRisks Related to the Company's Industry and Business\n\u2022A reduction in the number of rounds of golf played or in the number of golf participants could adversely affect the Company\u2019s sales.\n\u2022The Company may have limited opportunities for future growth in sales of golf clubs and golf balls.\n\u2022The COVID-19 pandemic has had, and is expected to continue to have, a material and adverse effect on the Company's business, financial condition and results of operations.\n\u2022Unfavorable economic conditions, including as a result of the COVID-19 pandemic, could have a negative impact on consumer discretionary spending and therefore negatively impact the Company\u2019s results of operations, financial condition and cash flows.\n\u2022A severe or prolonged economic downturn could adversely affect the Company's customers\u2019 financial condition, their levels of business activity and their ability to pay trade obligations.\n\u2022The Company faces intense competition in each of its markets and if it is unable to maintain a competitive advantage, loss of market share, revenue, or profitability may result.\n\u2022The Company\u2019s expanding apparel business, and operation of related retail locations, is subject to various risks and uncertainties, and the Company\u2019s growth and strategic plans may not be fully realized.\n\u2022The Company may be unable to successfully manage the frequent introduction of new products that satisfy changing consumer preferences.\n\u2022The Company\u2019s business depends on strong brands, and if the Company is not able to maintain and enhance the Company\u2019s brands, its sales may be adversely affected.\n\u2022The Company\u2019s business and operating results are subject to seasonal fluctuations, which could result in fluctuations in its operating results and stock price.\n\u2022The Company\u2019s sales and business could be materially and adversely affected if professional athletes do not endorse or use the Company\u2019s products.\n\u2022Any significant changes in U.S. trade or other policies that restrict imports or increase import tariffs could have a material adverse effect on the Company\u2019s results of operations.\nRisks Related to Operations, Manufacturing, and Technology\n\u2022The Company has significant international operations and is exposed to risks associated with doing business globally.\n\u2022If the Company inaccurately forecasts demand for its products, it may manufacture either insufficient or excess quantities, which, in either case, could adversely affect its financial performance.\n\u2022The Company\u2019s expanding international operations could be harmed if it fails to successfully transition its business processes on a global scale.\n\u2022The Company may be subject to product warranty claims that require the replacement or repair of products sold. Such warranty claims could adversely affect the Company\u2019s results of operations and relationships with its customers.\n\u2022Failure to adequately en", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 837465_2020.htm (CIK: 837465, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01909", "source": "edgar", "source_license": "public_domain", "text": "Item 8.\nFinancial Statements and Supplementary Data\nMANAGEMENT\u2019S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING\nNucor\u2019s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended.\nBecause of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.\nManagement assessed the effectiveness of Nucor\u2019s internal control over financial reporting as of December 31, 2020. In making this assessment, management used criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework (2013).\nBased on its assessment, management concluded that Nucor\u2019s internal control over financial reporting was effective as of December 31, 2020. PricewaterhouseCoopers LLP, an independent registered public accounting firm, has audited the effectiveness of Nucor\u2019s internal control over financial reporting as of December 31, 2020 as stated in their report which is included herein.\nReport of Independent Registered Public Accounting Firm\nTo the Stockholders and Board of Directors of Nucor Corporation\nOpinions on the Financial Statements and Internal Control over Financial Reporting\nWe have audited the accompanying consolidated balance sheets of Nucor Corporation and its subsidiaries (the \u201cCompany\u201d) as of December 31, 2020 and 2019, and the related consolidated statements of earnings, of comprehensive income, of stockholders\u2019 equity and of cash flows for each of the three years in the period ended December 31, 2020, including the related notes (collectively referred to as the \u201cconsolidated financial statements\u201d). We also have audited the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).\nIn our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.\nBasis for Opinions\nThe Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management\u2019s Report on Internal Control over Financial Reporting. Our responsibility is to express opinions on the Company\u2019s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether t", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 73309_2020.htm (CIK: 73309, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01910", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nThe risks described below highlight some of the factors that could materially affect our operations. If any of these risks actually occurs, our business, financial condition, prospects and/or operating results may be adversely affected. These are not the only risks and uncertainties we face. Additional risks and uncertainties that we currently consider immaterial or are not presently known to us may also adversely affect our business.\nThe COVID-19 pandemic has adversely affected, and will continue to adversely affect, our business, revenues, financial condition and results of operations.\nActual or threatened epidemics, pandemics, outbreaks, or other public health crises may adversely affect our business, revenues, financial condition and results of operations. The risk of a pandemic, or public perception of the risk, could cause customers to avoid public places, including retail stores and restaurants, and could cause temporary or long-term disruptions in our supply chains and/or delays in our receipt or delivery of inventory.\nThe outbreak of COVID-19 identified in Wuhan, China in December 2019 and subsequently recognized as a pandemic by the World Health Organization in March 2020 has severely restricted the level of economic activity around the world. In response to this pandemic, the governments and public health officials of many countries, states, cities and other geographic regions have taken preventative or protective actions to mitigate the spread and severity of the coronavirus, such as imposing restrictions on travel and business operations and advising or requiring individuals to limit or forego their time outside of their homes. Temporary closures of businesses have been ordered and numerous other businesses have temporarily closed voluntarily. Due to the COVID-19 outbreak, we saw reduced consumer traffic starting in early March 2020 and temporarily closed all our retail and restaurants in North America on March 17, 2020. Subsequent to those closures, we also temporarily closed all of our retail locations in Australia. This pandemic and the related preventative and protective actions have significantly impacted our business and the business operations of other apparel retailers, including our wholesale customers, and has had, and will continue to have, a significant effect on our sales and results of operations for Fiscal 2020.\nOur business is particularly sensitive to reductions in discretionary consumer spending, and we cannot predict the degree to, or the time period over, which our business will be affected by this coronavirus pandemic. There are numerous uncertainties associated with this outbreak, including the number of individuals who will become infected, whether a vaccine or cure that mitigates the effect of the virus will be synthesized, and, if so, when such vaccine or cure will be ready to be used, the extent of the protective and preventative measures that have been put in place by both governmental entities and other businesses and those that may be put in place in the future, whether the coronavirus\u2019 impact will be seasonal, the duration of store and restaurant closures, the impact on the U.S. and world economy and numerous other uncertainties. Further, even after containment of the virus or after some or all of our stores and restaurants are able to resume operations, any significant reduction in consumer willingness to visit malls and shopping\ncenters, the levels of consumer discretionary spending or employee willingness to work in our stores and restaurants would result in a further loss of revenues of cash flows.\nThe coronavirus pandemic has also impacted, and may continue to impact, our office locations and distribution centers, including through the effects of facility closures, reductions in operating hours, staggered shifts and other social distancing efforts, labor shortages and decreased productivity. These effects may negatively impact our ability to meet consumer de", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 75288_2020.htm (CIK: 75288, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01911", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7.\nMANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nThe following discussion and analysis of our financial condition and results of operations should be read in conjunction with the section entitled \u201cSelected Financial Data\u201d in this report and our Consolidated Financial Statements and related notes to this report. This discussion and analysis contains forward-looking statements based on our current expectations, assumptions, estimates and projections. These forward-looking statements involve risks and uncertainties. Our actual results could differ materially from those indicated in these forward-looking statements as a result of certain factors, as more fully discussed in Item 1A of this report, entitled \u201cRisk Factors.\u201d\nOVERVIEW\nWe are a leader in the research, development and commercialization of organic light emitting diode (OLED), technologies and materials for use in display applications, such as mobile phones, televisions, wearables, tablets, portable media devices, notebook computers, personal computers and automotive applications, as well as specialty and general lighting products. Since 1994, we have been engaged and expect to continue to be primarily engaged, in funding and performing research and development activities relating to OLED technologies and materials, and commercializing these technologies and materials. We derive our revenue primarily from the following:\n\u2022\nsales of OLED materials for evaluation, development and commercial manufacturing;\n\u2022\nintellectual property and technology licensing;\n\u2022\ntechnology development and support, including third-party collaboration efforts and providing support to third parties for commercialization of their OLED products; and\n\u2022\ncontract research services in the areas of chemical materials synthesis research, development and commercialization for non-OLED applications.\nMaterial sales relate to our sale of OLED materials for incorporation into our customers\u2019 commercial OLED products or for their OLED development and evaluation activities. Material sales are generally recognized at the time title passes, which is typically at the time of shipment or at the time of delivery, depending upon the contractual agreement between the parties.\nWe receive license and royalty payments under certain commercial, development and technology evaluation agreements, some of which are non-refundable advances. These payments may include royalty and license fees made pursuant to license agreements and also license fees included as part of certain commercial supply agreements. These payments are included in the estimate of total contract consideration by customer and recognized as revenue over the contract term based on material units sold at the estimated per unit fee over the life of the contract.\nIn 2018, we entered into a commercial patent license agreement with Samsung Display Co., Ltd. (SDC). This agreement, which covers the manufacture and sale of specified OLED display materials, was effective as of January 1, 2018 and lasts through the end of 2022 with an additional two-year extension option. Under this agreement, we are being paid a license fee, payable in quarterly installments over the agreement term of five years. The agreement conveys to SDC the non-exclusive right to use certain of our intellectual property assets for a limited period of time that is less than the estimated life of the assets.\nAt the same time that we entered into the current license agreement with SDC, we also entered into a material purchase agreement with SDC. Under the material purchase agreement, SDC agrees to purchase from us a minimum amount of phosphorescent emitter materials for use in the manufacture of licensed products. This minimum commitment is subject to SDC\u2019s requirements for phosphorescent emitter materials and our ability to meet these requirements over the term of the supplemental agreement.\nIn 2015, we entered into an OLED patent license agreement and an OLED", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1005284_2020.htm (CIK: 1005284, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01912", "source": "edgar", "source_license": "public_domain", "text": "Item 7A\nGENERAL\nThe following discussion should be read in conjunction with our consolidated financial statements and notes thereto appearing elsewhere in this Form 10-K.\nWe are engaged in the ownership and operation of hotel properties. At January 31, 2020, the Trust had two moderate -service hotels in Tucson, Arizona and Albuquerque, New Mexico with 270 hotel suites, and managed a third hotel in Tempe, Arizona. Both of our Hotels are branded through membership agreements with Best Western, and both are trademarked as InnSuites Hotels. We are also involved in various operations incidental to the operation of hotels, such as the operation of limited service restaurants and bars, and meeting/banquet room rentals.\nAt January 31, 2020, we owned, through our sole general partner\u2019s interest in the Partnership, a direct 20.33% interest in the Albuquerque, New Mexico Hotel, and, together with the Partnership, owned a 51.01% interest in the Tucson, Arizona. Hotel.\nOur operations consist of one reportable segment - Hotel Operations & Hotel Management Services. Hotel Operations derives its revenue from the operation of the Trust\u2019s two hotel properties with an aggregate of 270 suites in Arizona and New Mexico. Hotel management services, provides management services for the Trust\u2019s two Hotels and a non-owned hotel in Tempe, Arizona. As part of our management services, we also provide trademark and licensing services.\nOur results are significantly affected by the overall economy and travel, occupancy and room rates at the Hotels, our ability to manage costs, changes in room rates, and changes in the number of available suites caused by the Trust\u2019s disposition activities. Results are also significantly impacted by overall economic conditions and conditions in the travel industry. Unfavorable changes in these factors, such as the virus-related travel slowdown in the fiscal year starting February 1, 2020, can and have negatively impacted hotel room demand and pricing, which reduces our profit margins. Additionally, our ability to manage costs could be adversely impacted by significant increases in operating expenses, resulting in lower operating margins and higher hourly labor costs. Either a further increase in supply or a further decline in demand could result in increased competition, which could have an adverse effect on the rates and revenue of the Hotels in their respective markets.\nWe experienced strong economic conditions during fiscal year 2020. We anticipate that a weak travel and hospitality industry for most of the fiscal year ending January 31, 2021 due to the COVID-19 related decline in travel. We expect the major challenge for fiscal year 2021 to be the recovery of the travel industry, and our Hotel\u2019s occupancy levels, followed by room rates. We believe that we have positioned the Hotels to remain competitive through our now completed refurbishment(s), by offering a relatively large number of two-room suites at each location, and by maintaining robust complementary guest items, including complimentary breakfast and free Internet access.\nOur strategic plan is to continue to obtain the full benefit of our real estate equity, by marketing the remaining two Hotels over the next 24 months. In addition, the Trust is seeking a larger private reverse merger partner that may benefit from a merger that would afford that partner access to our listing on the NYSE AMERICAN. In the process of reviewing merger opportunities in the fiscal year ended January 31, 2020, the Trust identified and invested $1 million in Unigen Power, Inc. (\u201cUnigen\u201d, or \u201cUPI), a innovative efficient clean energy power generation company For more information on our strategic plan, including information on our progress in disposing of our hotel properties, see \u201cFuture Positioning\u201d in this Management Discussion and Analysis of Financial Condition and Results of Operations.\nOur expenses consist primarily of property taxes, insurance, corporate overhead, interest on mortg", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 82473_2020.htm (CIK: 82473, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01913", "source": "edgar", "source_license": "public_domain", "text": "Item 6.\nSelected Financial Data.\nWe are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the \u201cExchange Act\u201d), and are not required to provide the information required under this item.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1707502_2020.htm (CIK: 1707502, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01914", "source": "edgar", "source_license": "public_domain", "text": "Item 7: Management's Discussion and Analysis of Financial Condition and Results of Operation\n(I)Item 7A:", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1396730_2020.htm (CIK: 1396730, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01915", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk\nWe are exposed to potential fluctuations in earnings, cash flows, and the fair values of certain of our assets and liabilities due to changes in interest rates and foreign exchange rates. To manage the risk from these exposures, we enter into a variety of derivative instruments. We do not enter into derivatives or financial instruments for trading or speculative purposes.\nThe following discussion describes our specific exposures and the strategies we use to manage these risks. Refer to Note 2 \u201cSummary of Significant Accounting Principles and Practices\u201d of the Notes to Consolidated Financial Statements in Part II, Item 8", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 315293_2020.htm (CIK: 315293, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01916", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data.\nVideo Display Corporation and Subsidiaries\nIndex to Consolidated Financial Statements\nReport of Independent Registered Public Accounting Firm\nTo the Board of Directors\nVideo Display Corporation\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheets of Video Display Corporation and subsidiaries (the Company) as of February 29, 2020 and February 28, 2019, and the related consolidated statements of operations, shareholders\u2019 equity, and cash flows for each of the years in the two-year period ended February 29, 2020, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of February 29, 2020 and February 28, 2019, and the results of its operations and its cash flows for each of the years in the two-year period ended February 29, 2020, in conformity with accounting principles generally accepted in the United States of America.\nThe Company\u2019s Ability to Continue as a Going Concern\nThe accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has historically reported net losses or breakeven results along with reporting low levels of working capital. These conditions raise substantial doubt about the Company\u2019s ability to continue as a going concern. Management\u2019s plans regarding those matters also are described in Note 1. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.\nAdoption of ASU No. 2016-02\nAs discussed in Note 1 to the consolidated financial statements, the Company changed its method of accounting for leases in fiscal 2020 due to the adoption of ASU No. 2016-02, Leases (Topic 842).\nBasis for Opinion\nThese consolidated financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company\u2019s internal control over financial reporting. Accordingly, we express no such opinion.\nOur audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.\n/s/ Hancock Askew & Co., LLP\nWe have served as the Company\u2019s auditor since 2017.\nPeachtree Corners, Georgia\nMay 29, 2020\nVideo Di", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 758743_2020.htm (CIK: 758743, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01917", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. Financial Statements and Supplementary Data.\nThe information required by this Item is incorporated herein by reference to the Consolidated Financial Statements and Supplementary Data listed in \u201cItem 15\u201d of Part IV of this report.\nITEM 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 912463_2020.htm (CIK: 912463, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01918", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION\nThe following discussion of our financial condition and results of operations should be read in conjunction with our financial statements for the year ended March 31, 2020, together with notes thereto as included in this Annual Report on Form 10-K. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in our forward-looking statements. Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.\nWe are a smaller reporting company and have not generated any material revenue to date. We have incurred recurring losses to date. Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.\nWe will require additional, substantial capital to meet our long-term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.\nRESULTS OF OPERATION\nFor Fiscal Year Ended March 31, 2020 Compared to Fiscal Year Ended March 31, 2019\nTotal Revenues. For fiscal year ended March 31, 2020, we earned $3,588 in revenue compared to $-0- earned in revenue during fiscal year ended March 31, 2019 (an increase of $3,588).\nThese sales represented sample product sales, with no commercial sales.\nTotal Cost of Sales. For fiscal year ended March 31, 2020, we incurred $19,710 in expense compared to $77,936 in fiscal year ended March 31, 2019. Cost of sales during the year ended March 31, 2020 was made up of costs during the year and subsequent reserve for obsolete inventory. Cost of sales during the year ended March 31, 2019 was made up of a reserve for obsolete inventory taken due to an analysis that included the product status, shelf life, and lack of material sales.\nOperating Expenses. Operating expenses for fiscal year ended March 31, 2020 were $2,000,010 compared to $4,594,872 for fiscal year ended March 31, 2019 (a decrease of $2,594,862). For fiscal year ended March 31, 2020, our operating expenses consisted of: (i) $12,672 (2019: $200,982) in research and development, (ii) $171,509 in sales and marketing (2019: $38,348), (iii) $1,784,557 (2019: $4,251,742) in general and administrative and (iv) $31,272 in intangible impairment (2019: $103,800). The major differences in general and administrative expenses was the large decrease in other general and administrative expenses mainly attributable to $861,592 in common stock issued to John Lai to replace shares he gave up into escrow, and $584,501 in common stock issued to John Lai to replace shares he gave up to secure funding in 2015. General and administrative expenses generally include corporate overhead, financial and administrative contracted services, marketing, and consulting costs.\nThus, our operating loss for fiscal year ended March 31, 2020 was $2,016,132 compared to an operating loss of $4,672,808 for fiscal year ended March 31, 2019.\nOther Income (Expense). Other Income (Expense) for fiscal year ended March 31, 2020 was ($66,602) (2019: ($84,950)). Other expenses consisted of: (i) gain on settlements of $47,710 (2019: $-0-), (ii) interest expense of ($32,185) (2019: ($84,950)), (iii) Loss on sale of assets of ($389) (2019: $-0-), and (iv) Loss on debt extinguishment of ($81,738) (2019: $-0-).\nNet Loss before Taxes and Net Loss. Our net loss before taxes for fiscal year ended March 31, 2020 was ($2,082,734) or ($.10) per share as compared to ($4,757,758) or ($.26) per share for fiscal year ended March 31, 2019. Net loss generally decreased primarily due to the following differences in fiscal y", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1512922_2020.htm (CIK: 1512922, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01919", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nThe terms \u201cGreif,\u201d the \u201cCompany,\u201d \u201cwe,\u201d \u201cus\u201d and \u201cour\u201d as used in this discussion refer to Greif, Inc. and its subsidiaries.\nCOVID-19\nThe impact of COVID-19 on our future results of operations and financial condition is highly uncertain at this time and outside of our control. The scope, duration and magnitude of the effects of COVID-19 are evolving rapidly and in ways that are difficult or impossible to anticipate.\nRESULTS OF OPERATIONS\nThe discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these consolidated financial statements, in accordance with these principles, require us to make estimates and assumptions that affect the reported amount of assets and liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities at the date of our consolidated financial statements.\nHistorical revenues and earnings may or may not be representative of future operating results due to various economic and other factors.\nThe non-GAAP financial measures of EBITDA and Adjusted EBITDA are used throughout the following discussion of our results of operations, both for our consolidated and segment results. For our consolidated results, EBITDA is defined as net income, plus interest expense, net, plus debt extinguishment charges, plus income tax expense, plus depreciation, depletion and amortization, and Adjusted EBITDA is defined as EBITDA plus restructuring charges, plus acquisition and integration related costs, plus non-cash asset impairment charges, plus non-cash pension settlement (income) charges, plus incremental COVID-19 costs, net, less (gain) loss on disposal of properties, plants, equipment and businesses, net. Since we do not calculate net income by business segment, EBITDA and Adjusted EBITDA by business segment are reconciled to operating profit by business segment. In that case, EBITDA is defined as operating profit by business segment less other (income) expense, net, less non-cash pension settlement (income) charges, less equity earnings of unconsolidated affiliates, net of tax, plus depreciation, depletion and amortization expense for that business segment, and Adjusted EBITDA is defined as EBITDA plus restructuring charges, plus acquisition and integration related costs, plus non-cash asset impairment charges, plus non-cash pension settlement (income) charges, plus incremental COVID-19 costs, net, less (gain) loss on disposal of properties, plants, equipment and businesses, net, for that business segment. We use EBITDA and Adjusted EBITDA as financial measures to evaluate our historical and ongoing operations and believe that these non-GAAP financial measures are useful to enable investors to perform meaningful comparisons of our historical and current performance. In addition, we present our U.S. and non-U.S. income before income taxes after eliminating the impact of non-cash asset impairment charges, non-cash pension settlement (income) charges, restructuring charges, acquisition and integration related costs, plus incremental COVID-19 costs, net, and (gains) losses on sales of businesses, net, which are non-GAAP financial measures. We believe that excluding the impact of these adjustments enable investors to perform a meaningful comparison of our current and historical performance that investors find valuable. The foregoing non-GAAP financial measures are intended to supplement and should be read together with our financial results. These non-GAAP financial measures should not be considered an alternative or substitute for, and should not be considered superior to, our reported financial results. Accordingly, users of this financial information should not place undue reliance on the non-GAAP financial measures.\nThe following table sets forth the net sale", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax expense. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01920", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nIf we are unable to attract and retain key personnel, our business could be harmed.\nIf any of our key employees were to leave, we could face substantial difficulty in hiring qualified successors and could experience a loss in productivity while any successor obtains the necessary training and experience. Our employment relationships are generally at-will. We cannot assure that one or more key employees will not leave in the future. We intend to continue to hire additional highly qualified personnel, but may not be able to attract, assimilate or retain qualified personnel in the future. Any failure to attract, integrate, motivate and retain these employees could harm our business.\nWe are subject to significant competition from large, well-funded companies.\nThe industry we compete in is characterized by intense competition and rapid and significant technological advancements. Many companies are working in a number of areas similar to our primary field of interest to develop new products; some of which may be similar and/or competitive to our products.\nMost of the companies with which we compete have substantially greater financial, technical, manufacturing, marketing, sales and distribution and other resources than us. If a competitor enters the tankless water heater industry and establishes a greater market share in the direct-selling channel, our business and operating results will be adversely affected.\nThere is substantial doubt about our ability to continue as a going concern. If we do not continue as a going concern, investors will lose their entire investment.\nOur financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The ability of the Company to continue as a going concern is dependent upon our ability to raise additional capital from the sale of common stock and, ultimately, the achievement of significant operating revenues within one year of the date the financial statements are issued. If we are unable to continue as a going concern, stockholders will lose their investment. We will be required to seek additional capital to fund future growth and expansion. No assurance can be given that such financing will be available or, if available, that it will be on commercially favorable terms. Moreover, favorable financing may be dilutive to investors.\nThe outbreak of the recent coronavirus, COVID-19, or an outbreak of another highly infectious or contagious disease, could adversely affect our business, financial condition, results of operations and cash flow, and limit our ability to obtain additional financing.\nThe spread of a highly infectious or contagious disease, such as COVID-19, could cause severe disruptions in the U.S. economy, which could in turn disrupt the business, activities, and operations of our customers, as well as our business and operations. The coronavirus outbreak has caused significant disruption in business activity and the financial markets both globally and in the United States. In March 2020, the Federal Reserve lowered the target range for the federal funds rate to a range from 0 to 0.25 percent, citing concerns about the impact of COVID-19 on markets and stress in the energy sector. Many states and localities have imposed limitations on commercial activity and public gatherings and events, as well as moratoria on evictions. Concern about the spread of COVID-19 has caused and is likely to continue to cause quarantines, business shutdowns, reduction in business activity and financial transactions, labor shortages, supply chain interruptions, increased unemployment and commercial property vacancy rates, reduced ability and incentives for some property owners to make mortgage payments, and overall economic and financial market instability, all of which may result a decrease in our business, sell our products and services and cause our customers to be unab", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1429393_2020.htm (CIK: 1429393, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01921", "source": "edgar", "source_license": "public_domain", "text": "Item 7. MANAGEMENT\u2019S DISCUSSION & ANALYSIS OF FINANCIAL CONDITIONS & RESULTS OF OPERATIONS\nOVERVIEW\nTEC has regulated electric and gas utility operations in Florida. At December 31, 2020, Tampa Electric served approximately 792,500 customers in a 2,000-square-mile service area in West Central Florida and had electric generating plants with a winter peak generating capacity of 5,790 MW. PGS, Florida\u2019s largest gas distribution utility, served approximately 426,000 residential, commercial, industrial and electric power generating customers at December 31, 2020 in all major metropolitan areas of the state, with a total natural gas throughput of approximately 2.1 billion therms in 2020.\nTEC is a wholly owned subsidiary of TECO Energy, and TECO Energy is a wholly owned subsidiary of Emera. Therefore, TEC is an indirect, wholly owned subsidiary of Emera. See Note 10 to the 2020 Annual TEC Consolidated Financial Statements for information regarding related party transactions.\n2020 PERFORMANCE\nAll amounts included in this MD&A are pre-tax, except net income and income taxes.\nIn 2020, TEC\u2019s net income was $424 million, compared with $370 million in 2019. 2020 results were impacted by higher base revenues and higher AFUDC, partially offset by higher O&M expense excluding all FPSC-approved cost-recovery clauses, depreciation expense, income taxes and interest expense. See Operating Results below for further detail regarding 2020 results as compared to 2019. For information regarding 2019 results as compared to 2018, see \u201cItem 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d of TEC\u2019s Annual Report on Form 10-K for the year ended December 31, 2019.\nOUTLOOK\nTEC\u2019s earnings are most directly impacted by the allowed rate of return on equity and the capital structures approved by the FPSC, the prudent management of operating costs, the approved recovery of regulatory deferrals, weather and its impact on energy sales, and the timing and amount of capital expenditures.\nDue to continued growth in rate base, Tampa Electric anticipates earning near or below the bottom of the allowed ROE range in 2021. Tampa Electric sales volumes are expected to be slightly lower than in 2020, which benefited from weather that was warmer than in recent years (see Customer and Energy Sales Growth Outlook for further details). As a result, Tampa Electric anticipates earnings to be slightly lower than in 2020. Tampa Electric expects customer growth rates in 2021 to be consistent with 2020, reflective of current expected economic growth in Florida.\nOn February 1, 2021, Tampa Electric notified the FPSC of its intent to seek a base rate increase, reflecting revenue requirements of approximately $280 million to $295 million, effective in January 2022. Tampa Electric\u2019s proposed 2022 rates include recovery for the costs of the first phase of the Big Bend modernization project, 225 MW of utility-scale solar projects, the AMI investment, and accelerated recovery of the remaining net book value of retiring assets. Tampa Electric also intends to seek approval for Generation Base Rate Adjustments of $130 million to recover the costs of the second phase of the Big Bend modernization project and additional utility-scale solar projects in subsequent years. These filing amounts are estimates until Tampa Electric completes its analysis and files the case. Tampa Electric expects to file its detailed case on or after April 2, 2021, and the FPSC is expected to decide the case by the end of the year. See Note 3 to the 2020 Annual TEC Consolidated Financial Statements for further information.\nOn October 3, 2019, the FPSC issued a rule to implement a Storm Protection Plan (SPP) Cost Recovery Clause. This new clause provides a process for Florida investor-owned utilities, including Tampa Electric, to recover transmission and distribution storm hardening costs for incremental activities not already included in base rates. Tampa Electric submitted its st", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01922", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk\nInterest Rate Risk\nWe centrally manage our debt and investment portfolios considering investment opportunities and risks, tax consequences, and overall financing strategies. Our exposure to market risk includes interest rate fluctuations in connection with our Facility and certain financial instruments.\nBorrowings under our Facility bear interest at a variable rate based on a domestic base rate or a LIBOR rate, plus an applicable margin, and are therefore subject to risk based upon prevailing market interest rates. Interest rates fluctuate as a result of many factors, including governmental monetary and tax policies, domestic and international economic and political considerations, and other factors that are beyond our control. See the risk factor under \u201cFinancial and Accounting Risk - Changes in the method for determining LIBOR and/or the potential replacement of LIBOR could adversely affect our results of operations\u201d included in Part I - Item 1A. Risk Factors of this Annual Report on Form 10-K for further information on risks related to our interest rate.\nAs of December 31, 2020, we had $180.0 million in outstanding borrowings and $0.6 million in outstanding letters of credit under our Facility. As of December 31, 2019, we had $205.0 million in outstanding borrowings and $4.6 million in outstanding letters of credit under our Facility.\nA hypothetical increase of 1% in the interest rate on these borrowings would have increased interest expense by $2.4 million for the year ended December 31, 2020.\nForeign Currency Exchange Risk\nChanges in exchange rates have a direct effect on our reported USD consolidated financial statements because we translate the operating results and financial position of our international subsidiaries to USD using current period exchange rates. Specifically, we translate the statements of operations of our foreign subsidiaries into the USD reporting currency using exchange rates in effect during each reporting period. As a result, comparisons of reported results between reporting periods may be impacted significantly due to differences in the exchange rates in effect at the time such exchange rates are used to translate the operating results of our international subsidiaries.\nAn increase of 1% of the value of the USD relative to foreign currencies would have decreased our revenues during the year ended December 31, 2020 by approximately $5.6 million. The volatility of the exchange rates is dependent on many factors that cannot be forecasted with reliable accuracy.\nWe enter into forward foreign exchange contracts to buy or sell various foreign currencies to selectively protect against volatility in the value of non-functional currency denominated monetary assets and liabilities. Changes in the fair value of these forward contracts are recognized in earnings in the period that the changes occur. As of December 31, 2020, the USD notional value of our outstanding foreign currency forward exchange contracts was approximately $119.0 million. The net fair value of these contracts at December 31, 2020 was a liability of $0.4 million. See Part I - Item 1A. Risk Factors of this Annual Report on Form 10-K for a discussion of risks to our business and financial results associated with foreign currencies.\nWe perform a sensitivity analysis to determine the effects that market risk exposures may have on the fair values of our foreign currency forward exchange contracts. To perform the sensitivity analysis, we assess the risk of changes in fair values from the effect of hypothetical changes in foreign currency exchange rates. This analysis assumes a like movement by the foreign currencies in our hedge portfolio against the U.S. Dollar. As of December 31, 2020, a 10% appreciation in the value of the USD would result in a net decrease in the fair value of our derivative portfolio of approximately $0.4 million.\nSee Item 7. Management\u2019s Discussion and Anal", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1334036_2020.htm (CIK: 1334036, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01923", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nInvesting in our common stock involves a high degree of risk. You should carefully consider the risks described below in addition to the other information included or incorporated by reference in this Annual Report on Form 10-K, including our consolidated financial statements and the related notes and \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations,\u201d before deciding whether to invest in our common stock. The occurrence of any of the events or developments described below could harm our business, financial condition, results of operations and growth prospects. In such an event, the market price of our common stock could decline, and you may lose all or part of your investment. Although we have discussed all known material risks, the risks described below are not the only ones that we may face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations.\nRisks Related to the Development and Commercialization of Our Product Candidates\nWe are substantially dependent on the success of our lead product, roxadustat, and our second compound in development, pamrevlumab.\nTo date, we have invested a substantial portion of our efforts and financial resources in the research and development of roxadustat and pamrevlumab. While we have received approval of our New Drug Applications (\u201cNDA\u201d) for roxadustat in the People\u2019s Republic of China (\u201cChina\u201d), Japan, and Chile for chronic kidney disease (\u201cCKD\u201d) anemia for patients on dialysis and not on dialysis, we and our partners will need to make substantial additional investments in the development and commercialization of roxadustat worldwide and in various indications. Our near-term prospects, including maintaining our existing collaborations with Astellas Pharma Inc. (\u201cAstellas\u201d) and AstraZeneca AB (\u201cAstraZeneca\u201d), will depend heavily on successful development and commercialization of roxadustat, including obtaining additional regulatory approvals for the commercialization of roxadustat for anemia associated with CKD.\nOur other lead product candidate, pamrevlumab, is currently in clinical development for idiopathic pulmonary fibrosis (\u201cIPF\u201d), pancreatic cancer, and Duchenne muscular dystrophy (\u201cDMD\u201d). Pamrevlumab requires substantial further development and investment and we do not have a collaboration partner for support of this compound. In addition, pamrevlumab is a monoclonal antibody, which may require greater financial resources than for our small molecule, roxadustat.\nAs a company, we have limited commercialization experience, and the time and resources to develop such experience are significant. If we fail to achieve and sustain commercial success for roxadustat with our collaboration partners, our business would be harmed.\nWe do not have a sales or marketing infrastructure and have limited experience in the sales, marketing or distribution of pharmaceutical products in any country. To achieve commercial success for any product for which we obtain marketing approval, we will need to establish sales and marketing capabilities or make and maintain our existing arrangements with third parties to perform these services at a level sufficient to support our commercialization efforts.\nTo the extent that we would undertake sales and marketing of any of our products directly, there are risks involved with establishing our own sales, marketing and distribution capabilities. Factors that may inhibit our efforts to commercialize our products on our own include:\n\u2022\nour inability to recruit, train and retain adequate numbers of effective sales and marketing personnel;\n\u2022\nthe inability of sales personnel to obtain access to physicians or persuade adequate numbers of physicians to prescribe any future products;\n\u2022\nour inability to effectively manage geographically dispersed commercial teams;\n\u2022\nthe lack of complementary products to be offered by sales personnel, which m", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 921299_2020.htm (CIK: 921299, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01924", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nThis section includes a discussion of our operations for the fiscal years ended August 31, 2020 and 2019. The following discussion and analysis provides information which management believes is relevant to an assessment and understanding of our financial condition and results of operations. The discussion should be read in conjunction with the Consolidated Financial Statements and the related notes thereto in Part II, Item 8 of this report and the Selected Financial Data contained in Part II, Item 6 of this report.\nFor discussion of our results of operations for fiscal year 2018 including comparison to fiscal 2019 refer to Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended August 31, 2019, which was filed with the Securities and Exchange Commission on October 24, 2019.\nBusiness\nFounded in 1906, Schnitzer Steel Industries, Inc. (\u201cSSI\u201d), an Oregon corporation, is one of North America\u2019s largest recyclers of ferrous and nonferrous scrap metal, including end-of-life vehicles, and a manufacturer of finished steel products.\nOur internal organizational and reporting structure includes two operating and reportable segments: the Auto and Metals Recycling (\u201cAMR\u201d) business and the Cascade Steel and Scrap (\u201cCSS\u201d) business.\nWe use segment operating income to measure our segment performance. We do not allocate corporate interest income and expense, income taxes and other income and expense to our segments. Certain expenses related to shared services that support operational activities and transactions are allocated from Corporate to the segments. Unallocated Corporate expense consists primarily of expense for management and certain administrative services that benefit both segments. In addition, we do not allocate certain items to segment operating income because management does not include the information in its measurement of the performance of the segments. Such unallocated items include restructuring charges and other exit-related activities, charges (net of recoveries) related to legacy environmental matters and provisions for certain legal matters. Because of the unallocated income and expense, the operating income of each segment does not reflect the operating income the segment would report as a stand-alone business. The results of discontinued operations are excluded from segment operating income and are presented separately, net of tax, from the results of ongoing operations for all periods presented.\nIn April 2020, we announced our intention to modify our internal organizational and reporting structure to a functionally based, integrated model. We will consolidate our operations, sales, services and other functional capabilities at an enterprise level. This change in structure is intended to result in a more agile organization and solidify recent productivity improvement and cost reduction initiatives. We expect to complete this transition in the first quarter of fiscal 2021 resulting in a single operating and reportable segment.\nSee Note 18 - Segment Information in the Notes to the Consolidated Financial Statements in Part II, Item 8 of this report for further information regarding our current reportable segments, including a discussion of the primary activities of each reportable segment, total assets by reportable segment, operating results from continuing operations by reportable segment, revenues from external customers and concentration of sales to foreign countries.\nOur results of operations depend in large part on the demand and prices for recycled metal in foreign and domestic markets and on the supply of raw materials, including end-of-life vehicles, available to be processed at our facilities. We respond to changes in selling prices for processed metal by seeking to adjust purchase prices for unprocessed scrap metal in order", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01925", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nBoard of Directors and Shareholders\nDigi International Inc.\nOpinion on the financial statements\nWe have audited the accompanying consolidated balance sheets of Digi International Inc. (a Delaware corporation) and subsidiaries (the \u201cCompany\u201d) as of September 30, 2020 and 2019,the related consolidated statements of operations, comprehensive income, shareholders\u2019 equity, and cash flows for each of the three years in the period ended September 30, 2020, and the related notes and consolidated financial statement schedule included under Item 15 (collectively referred to as the \u201cfinancial statements\u201d). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended September 30, 2020, in conformity with accounting principles generally accepted in the United States of America.\nWe also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (\u201cPCAOB\u201d), the Company\u2019s internal control over financial reporting as of September 30, 2020, based on criteria established in the 2013 Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (\u201cCOSO\u201d), and our report dated November 25, 2020 expressed an unqualified opinion.\nChange in accounting principle\nAs discussed in Note 1 to the consolidated financial statements, the Company has changed its method of accounting for leases in fiscal year 2020 due to the adoption of ASC Topic 842, Leases.\nBasis for opinion\nThese financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\n/s/ GRANT THORNTON LLP\nWe have served as the Company\u2019s auditor since 2017.\nMinneapolis, Minnesota\nNovember 25, 2020\nITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (CONTINUED)\nDIGI INTERNATIONAL INC.\nCONSOLIDATED STATEMENTS OF OPERATIONS\nThe accompanying notes are an integral part of the consolidated financial statements.\nITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (CONTINUED)\nDIGI INTERNATIONAL INC.\nCONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME\n(1)Recorded in Other (expense) income, net in our Consolidated Statements of Operations.\n(2)Recorded in Income tax (benefit) expense in our Consolidated Statements of Operations.\nThe accompanying notes are an integral part of the consolidated financial statements.\nITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (CONTINUED)\nDIGI INTERNATIONAL INC.\nCONSOLIDATED BALANCE SHEETS\nThe accompanying notes are an integral part of the consolidated finan", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 854775_2020.htm (CIK: 854775, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01926", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nInformation relating to this Item 11 is incorporated by reference to the Company's definitive proxy statement to be filed with the SEC no later than 120 days after the end of the fiscal year covered by this Form 10-K.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1302215_2020.htm (CIK: 1302215, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01927", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data.\nThe Selected Financial Data should be read in conjunction with \"Item 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 45012_2020.htm (CIK: 45012, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01928", "source": "edgar", "source_license": "public_domain", "text": "Item 11.\nExecutive Compensation\nThe information required herein is incorporated by reference from sections of the Company\u2019s Proxy Statement titled \u201c2020 Director Compensation,\u201d \u201cGovernance of the Company,\u201d \u201cSummary Compensation Table,\u201d and \u201cOutstanding Equity Awards at Fiscal Year-End 2020,\u201d which Proxy Statement will be filed with the Securities and Exchange Commission pursuant to instruction G(3) of the General Instructions to Form 10-K.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 864240_2020.htm (CIK: 864240, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01929", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nBalance Sheets\nThe accompanying notes are an integral part of these statements.\nWashington Gas Light Company\nStatements of Operations\nPart II\nItem 8. Financial Statements and Supplementary Data (continued)\nThe accompanying notes are an integral part of these statements.\nWashington Gas Light Company\nStatements of Comprehensive Income\nPart II\nItem 8. Financial Statements and Supplementary Data (continued)\nThe accompanying notes are an integral part of these statements.\nWashington Gas Light Company\nStatements of Cash Flows\nPart II\nItem 8. Financial Statements and Supplementary Data (continued)\nThe accompanying notes are an integral part of these statements.\nWashington Gas Light Company\nStatements of Common Shareholder\u2019s Equity\nPart II\nItem 8. Financial Statements and Supplementary Data (continued)\n(a) Stock-based compensation is based on the stock awards of WGL that are allocated to Washington Gas for its pro-rata share. We recorded $4.2 million accumulative adjustments to retained earnings for the fiscal year 2018 due to the adoption of Accounting Standards Update (ASU) 2016-09. We accelerated the vesting of stock-based awards upon the consummation of the Merger with AltaGas during the fourth quarter of fiscal year ended September 2018, which reduced the paid-in capital. See Note 11 - Stock-Based Compensation for a further discussion.\n(b) Amount related to the adoption of ASU 2018-02. Washington Gas reclassified a credit of $1.5 million from Accumulated other comprehensive income to Retained earnings at September 30, 2018.\n(c) On December 20, 2019, Washington Gas redeemed all outstanding shares of its preferred stock for the respective call price per share for a total amount of $28.7 million, plus all accrued and unpaid dividends. A loss of $0.6 million was recorded in \"Loss on preferred stock extinguishment\" on Washington Gas' statements of operations. Following the redemption, Washington Gas no longer pays quarterly preferred stock dividends. Since Washington Gas\u2019 preferred shares had voting rights, as a result of this redemption, Washington Gas became an indirect wholly owned subsidiary of AltaGas.\n(d) Due to implementation of ASU 2016-13 Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, see Note 2 - Credit Losses for further information.\n(e) In the third quarter of 2020, Washington Gas made a voluntary change in accounting principle for calculating the market-related value of assets used in the determination of net periodic pension and other post-retirement benefit plan costs. We retrospectively applied this change in accounting principle to all applicable prior period financial information presented herein as required. Refer to Note 1 - Accounting Policies for further discussion.\nThe accompanying notes are an integral part of these statements.\nWashington Gas Light Company\nPart II\nItem 8. Financial Statements and Supplementary Data (continued)\nNotes to Financial Statements\nNOTE 1. ACCOUNTING POLICIES\nNature of Operations and Basis of Presentation\nFollowing the 2018 Merger Agreement, Washington Gas became an indirect, majority owned subsidiary of, among other entities, AltaGas and WGL. In connection with the Merger and at the command of Washington Gas\u2019 regulators, WGL formed a wholly owned subsidiary, Wrangler, a bankruptcy remote, special purpose entity to own the common stock of Washington Gas. In addition, WGL owns all of the shares of common stock of certain affiliated non-utility subsidiaries, some of which provide services to Washington Gas, and some of which own interests in other entities. On December 20, 2019, Washington Gas redeemed all the outstanding shares of its preferred stock. As a result, as of December 20, 2019, Washington Gas is a wholly owned subsidiary of AltaGas and WGL. As a public utility company, Washington Gas sells and delivers natural gas to more than one million customers primarily in the Di", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 104819_2020.htm (CIK: 104819, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01930", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7.\nMANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.\nThis information should be read in conjunction with the financial statements and notes included in Item 8 of Part II of this Report. The discussion and analysis which follows may contain trend analysis and other forward-looking statements. See \u201cCautionary Statement Concerning Forward-Looking Information\u201d above.\nYou should not place undue reliance on any forward-looking statements. Except as expressly required by the Federal securities laws, the Fund and the Managing Owner undertake no obligation to publicly update or revise any forward-looking statements or the risks, uncertainties or other factors described in this Report, as a result of new information, future events or changed circumstances or for any other reason after the date of this Report.\nOverview/Introduction\nInvesco Capital Management LLC (\u201cInvesco\u201d) has served as the managing owner (the \u201cManaging Owner\u201d), commodity pool operator and commodity trading advisor of the Fund since February 23, 2015. The Managing Owner is registered with the Commodity Futures Trading Commission (the \u201cCFTC\u201d) as a commodity pool operator and a commodity trading advisor, and it is a member firm of the National Futures Association (\u201cNFA\u201d).\nThe Fund seeks to track changes, whether positive or negative, in the level of the DBIQ Optimum Yield Diversified Commodity Index Excess ReturnTM (the \u201cIndex\u201d) over time, plus the excess, if any, of the sum of the Fund\u2019s interest income from its holdings of United States Treasury Obligations (\u201cTreasury Income\u201d), dividends from its holdings in money market mutual funds (affiliated or otherwise) (\u201cMoney Market Income\u201d) and dividends or distributions of capital gains from its holdings of T-Bill ETFs (as defined below) (\u201cT-Bill ETF Income\u201d) over the expenses of the Fund. The Fund invests in futures contracts in an attempt to track its Index. The Index is intended to reflect the change in market value of the commodity sector. The commodities comprising the Index are Light Sweet Crude Oil, Ultra Low Sulphur Diesel (also commonly known as Heating Oil), Aluminum, Gold, Corn, Wheat, Brent Crude Oil, Copper Grade A, Natural Gas, RBOB Gasoline (reformulated gasoline blendstock for oxygen blending, or \u201cRBOB\u201d), Silver, Soybeans, Sugar and Zinc (each, an \u201cIndex Commodity,\u201d and collectively, the \u201cIndex Commodities\u201d).\nThe Fund may invest directly in United States Treasury Obligations. The Fund may also gain exposure to United States Treasury Obligations through investments in exchange-traded funds (\u201cETFs\u201d) (affiliated or otherwise) that track indexes that measure the performance of United States Treasury Obligations with a maximum remaining maturity of up to 12 months (\u201cT-Bill ETFs\u201d). The Fund holds as collateral United States Treasury Obligations, money market mutual funds and T-Bill ETFs (affiliated or otherwise), if any, for margin and/or cash management purposes. While the Fund's performance reflects the appreciation and depreciation of those holdings, the Fund's performance, whether positive or negative, is driven primarily by its strategy of trading futures contracts with the aim of seeking to track the Index.\nThe Fund pursues its investment objective by investing in a portfolio of exchange-traded commodity futures contracts that expire in a specific month and trade on a specific exchange (the \u201cIndex Contracts\u201d) in the Index Commodities. The notional amounts of each Index Commodity included in the Index are broadly in proportion to historic levels of the world\u2019s production and stocks of the Index Commodities. The Fund also holds United States Treasury Obligations and T-Bill ETFs, if any, for deposit with Morgan Stanley & Co. LLC, the Fund\u2019s commodity broker (the \u201cCommodity Broker\u201d) as margin, to the extent permissible under CFTC rules and United States Treasury Obligations, cash, money market mutual funds and T-Bill ETFs (affiliated or otherwise), if any, on deposit with T", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1328237_2020.htm (CIK: 1328237, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01931", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk\nWe had cash and cash equivalents of $79.8 million as of December 31, 2020. The primary objectives of our investment activities are to preserve principal, provide liquidity and maximize income without significantly increasing risk. Our primary exposure to market risk relates to fluctuations in interest rates, which are affected by changes in the general level of U.S. interest rates. Given the short-term nature of our cash and cash equivalents, we believe that a sudden change in market interest rates would not be expected to have a material impact on our financial condition and/or results of operations. We do not own any derivative financial instruments.\nWe do not believe that our cash and cash equivalents have significant risk of default or illiquidity. While we believe our cash and cash equivalents do not contain excessive risk, we cannot provide absolute assurance that in the future our investments will not be subject to adverse changes in market value. In addition, we maintain significant amounts of cash and cash equivalents at one or more financial institutions that are in excess of federally insured limits.\nWe currently do not have significant exposure to foreign currencies as we hold no foreign exchange contracts, option contracts, or other foreign hedging arrangements. Further, our operations are primarily denominated in U.S. dollars. Our operations may be subject to fluctuations in foreign currency exchange rates in the future.\nInflation generally affects us by increasing our cost of labor and clinical trial costs. We do not believe that inflation had a material effect on our results of operations during 2020.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1457612_2020.htm (CIK: 1457612, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01932", "source": "edgar", "source_license": "public_domain", "text": "Item 11.\nEXECUTIVE COMPENSATION\nThe information required is incorporated herein by reference to Emerson\u2019s definitive Proxy Statement, or an amendment to this Annual Report on Form 10-K, to be filed with the Securities and Exchange Commission on or before July 29, 2020.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 32621_2020.htm (CIK: 32621, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01933", "source": "edgar", "source_license": "public_domain", "text": "Item 11.\u2003Executive Compensation.\nThe information required by this item will be contained in the Trust's definitive Proxy Statement for its Annual Meeting of Unit Owners to be held on February 17, 2021, to be filed pursuant to Section 14 of the Securities Exchange Act of 1934, and is incorporated herein by reference.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 72633_2020.htm (CIK: 72633, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01934", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A RISK FACTORS\nWe assume and manage a certain degree of risk in order to conduct our business. The material risks and uncertainties that management believes may affect our business are listed below and in ITEM 7A, Quantitative and Qualitative Disclosure about Market Risk. The list is not exhaustive; additional risks and uncertainties that management is not aware of, or focused on, or currently deems immaterial may also impair business operations. If any of the following risks, or risks that have not been identified, actually occur, our financial condition, results of operations, and stock trading price could be materially and adversely affected. We manage these risks by promoting sound corporate governance practices, which include but are not limited to, establishing policies and internal controls, and implementing internal review processes. Before making an investment decision, investors should carefully consider the risks, together with all of the other information included or incorporated by reference in this Annual Report on Form 10-K and our other filings with the SEC. This report is qualified in its entirety by these risk factors.\nStrategic, Financial, and Reputational Risks\nOur Business, Results of Operations, and Financial Condition Have Been, and Will Likely Continue to be, Adversely Affected by the Ongoing COVID-19 Pandemic\nOn March 11, 2020, the World Health Organization declared COVID-19 a pandemic, which has spread globally including in the United States. On March 13, 2020, the President of the United States declared the COVID-19 pandemic a national emergency. The pandemic has caused significant economic disruption and many states and local governments have continued to order non-essential businesses to close or scale back services. The extent to which the pandemic impacts our business, results of operations and financial condition will depend on future developments, which are highly uncertain and are difficult to predict, including, but not limited to, the duration and spread of the outbreak, its severity, actions to contain the virus including the timely deployment of an effective vaccination program, and how quickly and to what extent normal economic and operating conditions resume, particularly in California. As a result, we are subject to the following risks, which could have a material effect on our business, financial condition, results of operations, capital position and liquidity:\n\u2022The COVID-19 pandemic has negatively impacted the global economy, disrupted global supply chains, created significant volatility and disruption in financial markets and equity market valuations, and increased unemployment levels. This may lead to an increase in loan delinquencies, problem assets and foreclosures, which may increase loan losses, particularly if businesses remain closed, the impact on the global economy worsens, or more customers draw on their lines of credit or seek additional loans to help finance their businesses.\n\u2022Collateral securing our loans may decline in value, which could increase credit losses in our loan portfolio and necessitate increases in the allowance for credit losses on loans.\n\u2022The commercial real estate (\"CRE\") loan demand could be adversely affected longer-term by the pandemic due to structural changes relating to remote work trends, migration of the workforce outside of metropolitan areas, and transition to more online purchases rather than in brick-and-mortar retail space. These trends could increase vacancy rates and reduce commercial real estate values.\n\u2022Demand for our products and services, including deposits, may decline making it increasingly difficult to grow assets and income.\n\u2022The decline in the target federal funds rate to a range of 0.0% to 0.25% has resulted in decreases in yields on our interest-earning assets that exceed the decline in our cost of interest-bearing liabilities. A prolonged low interest rate environment could compress our net interest margin further.\n\u2022Net in", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1403475_2020.htm (CIK: 1403475, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01935", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data\nThe following selected consolidated financial data presents selected data on the financial condition and results of operations of Medley Management Inc. Medley LLC is considered the predecessor of Medley Management Inc. for accounting purposes, and its consolidated financial statements are the historical financial statements of Medley Management Inc. This financial data should be read together with \u201cManagement's Discussion and Analysis of Financial Condition and Results of Operations\u201d and the historical financial statements and related notes thereto included in this Form 10-K.\nWe derived the following selected consolidated financial data of Medley Management Inc. as of December 31, 2020 and 2019 and for the years ended December 31, 2020, 2019 and 2018 from the audited consolidated financial statements included in this Form 10-K. The following selected consolidated statement of operations data for the years ended December 31, 2017 and 2016 and the selected financial condition data as of December 31, 2018 were derived from our audited consolidated financial statements not included in this Form 10-K.\nPrior to our reorganization and IPO, our business was organized as a partnership for tax purposes and was not subject to U.S. federal, state and local corporate income taxes. A provision for income taxes was made for certain entities that were subject to New York City's unincorporated business tax related to taxable income allocated to New York City. As a result of the corporate reorganization and IPO, Medley Management Inc. is subject to U.S. federal, state and local corporate income taxes on its allocable portion of income from Medley LLC at prevailing corporate tax rates.\nOur historical results are not necessarily indicative of the results expected for any future period.\n(1)\nOn January 1, 2018, we adopted ASU 2014-9, Revenue from Contracts with Customers (Topic 606), and related amendments, which provide guidance for recognizing revenue from contracts with customers. We adopted ASU 2014-9 on a modified retrospective basis, and, as such, revenues presented prior to 2018 have not been adjusted to reflect the new revenue recognition guidance.\n(2)\nPerformance fee compensation reported in the prior period has been reclassified to compensation and benefits to conform to the current period presentation in the consolidated statements of operations. This reclassification had no effect on the reported results of operations. The amount of performance fee compensation included in compensation and benefits for the years ended December 31, 2020, 2019, 2018, 2017 and 2016 were $0, $0, $0.5 million, ($0.9) million and ($0.3) million, respectively.\n(3)\nOn January 1, 2019, we adopted ASU 2016-2, Leases (Topic 842), and related amendments, which requires lessees to recognize all leases with an expected term of twelve months, as defined in the standard, on the balance sheet by recording right-of-use assets and operating lease liabilities. We adopted ASU 2016-2 on a modified retrospective basis, and, as such, total assets and total liabilities prior to 2019 have not been adjusted to reflect the new lease recognition guidance.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax rate. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01936", "source": "edgar", "source_license": "public_domain", "text": "Item 7A.\nQuantitative and Qualitative Disclosures About Market Risk\nInterest Rates\nOur primary market risk exposure consists of risk related to changes in interest rates. We use the variable rate Senior Credit Facility to finance our operations. This Senior Credit Facility exposes us to variability in interest payments due to changes in interest rates. If interest rates increase, interest expense increases and conversely, if interest rates decrease, interest expense also decreases. We believe that it is prudent to limit our exposure to an increase in interest rates. See Note 13. Borrowing Arrangements to our Consolidated Financial Statements for further discussion.\nIf we were to borrow the entire $190.3 million available under the revolving credit facility, a one percent increase in the average market rate would result in an increase in our annual interest expense of $1.9 million. This amount is determined by considering the impact of the hypothetical interest rates on our borrowing cost, but does not consider the effects of the reduced level of overall economic activity that could exist in such an environment. Due to the uncertainty of the specific changes and their possible effects, the foregoing sensitivity analysis assumes no changes in our financial structure.\nInterest Rate Collars\nSee Item 7 of Part II of this Annual Report on Form 10-K concerning Liquidity and Capital Resources for further discussion regarding our interest rate collars.\nForeign Currency Risk\nSubstantially all of our operations are conducted in the United States and, as such, are not subject to material foreign currency exchange risk. All foreign investments are denominated in U.S. dollars, with the exception of Canada. We had approximately $0.5 million of Canadian dollar denominated cash instruments at December 31, 2020, and no debt instruments denominated in Canadian dollar at December 31, 2020. We do not hold any hedging instruments related to foreign currency transactions.\nWe monitor foreign currency positions and may enter into certain hedging instruments in the future should we determine that exposure to foreign exchange risk has increased.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1059262_2020.htm (CIK: 1059262, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01937", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6.\nSELECTED FINANCIAL DATA\nThe following table sets forth selected financial data as of and for the last five fiscal years, and should be read in conjunction with Item 7, \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations,\u201d and Item 8, \u201cFinancial Statements and Supplementary Data,\u201d and other financial data included elsewhere in this report. Our historical results of operations are not necessarily indicative of results of operations to be expected for any future period.\nSelected Consolidated Statements of Operations Data:\nSelected Consolidated Balance Sheet Data:\nOn June 25, 2015, we completed the acquisition of VisLab S.r.l., for $30.0 million in cash. Of this total purchase price, $4.1 million was attributed to intangible assets, $25.3 million was attributed to goodwill, and $0.6 million was attributed to net assets acquired. A deferred tax liability of $1.3 million related to the intangible assets was recorded to account for the difference between financial reporting and tax basis at the acquisition date, with an addition to goodwill.\nIn November 2015, the Financial Accounting Standards Board (\u201cFASB\u201d) issued Accounting Standards Update No. 2015-17, Balance Sheet Classification of Deferred Taxes. To simplify the presentation, the new guidance requires that all deferred tax assets and liabilities, along with any related valuation allowance, be classified as noncurrent on the balance sheet. We adopted this standard in the fourth quarter of fiscal year 2016 on a prospective basis. The adoption of this new guidance resulted in all deferred tax assets and liabilities being classified as noncurrent in the consolidated balance sheets as of January 31, 2016. The prior periods were not restated for this presentation standard.\nUpon adoption of Accounting Standards Update No. 2015-05, Intangible - Goodwill and Other - Internal-Use Software (Subtopic 350-40), we account for a noncancelable on premise internal-use software license as the acquisition of an intangible asset and the incurrence of a liability to the extent that all or a portion of the software licensing fees are not paid on or before the license acquisition date. The intangible asset and related liability are recorded at net present value and interest expense is recorded over the payment term. As of January 31, 2020, there were $13.7 million of intangible assets, net of amortization expense, $4.4 million of current liabilities and $8.2 million of noncurrent liabilities related to these noncancelable internal-use software licenses recorded in the consolidated balance sheets.\nEffective February 1, 2018, we adopted Accounting Standards Codification (\u201cASC\u201d) Topic 606, Revenue from Contracts with Customers (\u201cASC 606\u201d) using a modified retrospective method with the cumulative effect recognized in the beginning retained earnings. The consolidated financial statements for the fiscal years ended January 31, 2020 and 2019 are reported under Topic 606, whereas the consolidated financial statements for the fiscal year 2018 and prior years are reported under Topic 605.\nIn the fourth quarter of fiscal year 2019, we released $8.0 million of valuation allowance related to prior year federal research and development credit carryforwards, which resulted in a significant increase in deferred tax assets as of January 31, 2019.\nEffective February 1, 2019, we adopted ASC Topic 842, Leases (\u201cASC 842\u201d), using the alternative transition method with an adjustment to the opening balance in the period of adoption without adjustment of comparative period financial statements. Under this new guidance, we recognize leases as right-of-use (\u201cROU\u201d) assets and corresponding lease liabilities at the lease commencement date based on the present value of future lease payments, while recognizing lease expenses under straight-line method through the lease term. The renewal options are included in the ROU and liability calculation if it is reasonably certain that we will exer", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: deferred tax, tax liability. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01938", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\n\ufeff\nThe following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial statements and the related notes and other information that are included elsewhere in this Form 10-K. This discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations, and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward looking statements as a result of a number of factors, including those set forth under the cautionary note regarding \u201cForward Looking Statements\u201d contained in Item 1.A - \u201cRisk Factors\u201d.\n\ufeff\nOverview\n\ufeff\nMobivity Holdings Corp. (the \u201cCompany\u201d or \u201cwe\u201d) is in the business of developing and operating proprietary platforms over which brands and enterprises can conduct national and localized, data-driven marketing campaigns.\n\ufeff\nMobivity\u2019s Recurrency platform enables multi-unit retailers to leverage the power of their own data to yield maximum customer spend, frequency and loyalty while achieving the highest Return on Marketing Spend (ROMS) possible. Mobivity\u2019s customers use Recurrency to:\n\u00b7\nTransform messy point-of-sale (POS) data collected from thousands of points of sale into usable intelligence.\n\u00b7\nMeasure, predict, and boost guest frequency and spend by channel.\n\u00b7\nDeploy and manage one-time use offer codes and attribute sales accurately across every channel, promotion and media program.\n\u00b7\nDeliver 1:1 promotions and offers with customized Mobile Messaging, Personalized Receipt Promotions and Integrated Loyalty programs.\nMobivity\u2019s Recurrency, delivered as a SaaS platform, is used by leading brands including Subway, Sonic Drive-In, Chick-fil-A, Checkers/Rally\u2019s and Circle K\u2019s across more than 40,000 retail locations globally.\nWe\u2019re living in a data-driven economy. In fact, by 2003 - when the concept of \u201cbig data\u201d became common vernacular in marketing - as much data was being created every two day as had been created in all of time prior to 2003. Today, Big Data has grown at such a rate that 90% of the world\u2019s data has been created in the past two years. Unfortunately, despite there being so much data accumulated, only one percent of data is being utilized today by most businesses.\n\ufeff\n\t\t\t\n\t\t\nThe challenge for multi-unit retailers isn\u2019t that they don\u2019t have enough data; in fact, national retailers are collecting millions of detailed transactions daily from thousands of points of sale around the world. The challenge is being able to make sense of this transaction data, which is riddled with data entry errors, collected by multiple POS systems and complicated by a taxonomy compiled by thousands of different franchisee owners. To normalize such an overwhelming amount of data into usable intelligence and then leverage it to optimize media investment and promotion strategy requires numerous teams of data analysts and data scientists that many retailers and restaurant operators simply don\u2019t have. Which is why so many technology and data companies, that can help solve these challenges, have been invested in and acquired by brands including, McDonald\u2019s, Starbucks and Yum Brands.\n\ufeff\nMobivity\u2019s Recurrency platform fills this need with a self-service SaaS offering, enabling operators to intelligently optimize their promotions, media and marketing spend. Recurrency drives system-wide sales producing on average a 13% increase in guest spend and a 26% improvement in frequency, ultimately delivering an average Return on Marketing Spend of 10X. In other words, for every dollar invested in marketing, retailers using Recurrency to manage, optimize and deliver multi-channel consumer promotions generate an average of ten dollars in incremental revenue from their customers.\nRecent Events\n\ufeff\nUnsecured Promissory Note Investments in 2019\n\ufeff\nDuring the ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1447380_2020.htm (CIK: 1447380, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01939", "source": "edgar", "source_license": "public_domain", "text": "Item 7.\nManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\nYou should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and related notes appearing elsewhere in this Annual Report on Form 10-K. This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. The actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including, but not limited to, those set forth under \u201cRisk Factors\u201d and elsewhere in this Annual Report on Form 10-K.\nBusiness Introduction / Overview\niSun, Inc., the principal office of which is located in Williston, Vermont, is one of the largest commercial solar engineering, procurement and construction (\u201cEPC\u201d) companies in the country and is expanding across the Northeastern United States (\u201cU.S.\u201d). The Company is a second-generation business founded under the name Peck Electric Co. (\u201cPeck Electric\u201d) in 1972 as a traditional electrical contractor. The Company\u2019s core values are to align people, purpose, and profitability, and since taking leadership in 1994, Jeffrey Peck, the Company\u2019s Chief Executive Officer, has applied such core values to expand into the solar industry. Today, the Company is guided by the mission to facilitate the reduction of carbon emissions through the expansion of clean, renewable energy and we believe that leveraging such core values to deploy resources toward profitable business is the only sustainable strategy to achieve these objectives.\nThe world recognizes the need to transition to a reliable, renewable energy grid in the next 50 years. Vermont and Hawaii are leading the way in the U.S. with renewable energy goals of 75% by 2032 and 100% by 2045, respectively. California committed to 100% carbon-free energy by 2045. The majority of the other states in the U.S. also have renewable energy goals regardless of current Federal solar policy. We are a member of Renewable Energy Vermont, an organization that advocates for clean, practical and renewable solar energy. The Company intends to use near-term incentives to take advantage of long-term, sustainable energy transformation with a commitment to the environment and to its shareholders. Our triple bottom line, which is geared towards people, environment, and profit, has always been our guide since we began installing renewable energy and we intend that it remain our guide over the next 50 years as we construct our energy future.\nAfter installing more than 200 megawatts of solar energy, we believe that we are well-positioned for what we believe to be the coming transformation to an all renewable energy economy. As a result of the completion of our business combination transaction with Jensyn Acquisition Corp. (\u201cJensyn\u201d) on June 20, 2019, pursuant to which we acquired Peck Electric Co. (the \u201cReverse Merger and Recapitalization\u201d), we have now opened our company to the public market as part of our strategic growth plan. We are expanding across the Northeastern U.S. to serve the fast-growing demand for clean renewable energy. We are open to partnering with others to accelerate our growth process, and we are expanding our portfolio of company-owned solar arrays to establish recurring revenue streams for many years to come. We have established a leading presence in the market after five decades of successfully serving our customers, and we are now ready for new opportunities and the next five decades of success.\nWe have a three-pronged growth strategy that includes (1) organic expansion across the Northeastern United States, (2) conducting accretive merger and acquisition transactions to expand geographically, and (3) investing into company-owned solar assets.\nOn January 19, 2021, we entered in an agreement to acquire iSun Energy LLC based in Burlington, Vermont. iSun Energy, LLC offers a port", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1634447_2020.htm (CIK: 1634447, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01940", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nIndex to Consolidated Financial Statements\nPage\nNumber\nConsolidated Financial Statements of Hexion Inc.\nConsolidated Balance Sheets\nConsolidated Statements of Operations\nConsolidated Statements of Comprehensive (Loss) Income\nConsolidated Statements of Cash Flows\nConsolidated Statements of Equity (Deficit)\nNotes to Consolidated Financial Statements\nReports of Independent Registered Public Accounting Firm\nSchedule II - Valuation and Qualifying Accounts\nHexion Inc. | 60 | 2020 Form 10-K\nHEXION INC.\nCONSOLIDATED BALANCE SHEETS\nSee Notes to Consolidated Financial Statements\nHexion Inc. | 61 | 2020 Form 10-K\nHEXION INC.\nCONSOLIDATED STATEMENTS OF OPERATIONS\nSee Notes to Consolidated Financial Statements\nHexion Inc. | 62 | 2020 Form 10-K\nHEXION INC.\nCONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME\nSee Notes to Consolidated Financial Statements\nHexion Inc. | 63 | 2020 Form 10-K\nHEXION INC.\nCONSOLIDATED STATEMENTS OF CASH FLOWS\nHexion Inc. | 64 | 2020 Form 10-K\nSee Notes to Consolidated Financial Statements\nHexion Inc. | 65 | 2020 Form 10-K\nHEXION INC.\nCONSOLIDATED STATEMENTS OF EQUITY (DEFICIT)\nSee Notes to Consolidated Financial Statements\nHexion Inc. | 66 | 2020 Form 10-K\nHEXION INC.\nNotes to Consolidated Financial Statements\n(In millions, except share data)\n1. Background and Basis of Presentation\nBased in Columbus, Ohio, Hexion Inc. (\u201cHexion\u201d or the \u201cCompany\u201d), serves global industrial markets through a broad range of thermoset technologies, specialty products and technical support for customers in a diverse range of applications and industries. At December 31, 2020, the Company had 44 production and manufacturing facilities, with 21 located in the United States. The Company\u2019s business is organized based on the products offered and the markets served. At December 31, 2020, the Company had three reportable segments: Adhesives; Coatings and Composites; and Corporate and Other.\nSale of Phenolic Specialty Resins Business\nOn September 27, 2020, the Company entered into a definitive agreement (the \u201cPurchase Agreement\u201d) for the sale of its Phenolic Specialty Resins (\"PSR\"), Hexamine and European-based Forest Products Resins businesses (together with PSR, the \u201cHeld for Sale Business\u201d) to Black Diamond Capital Management, LLC and Investindustrial (the \u201cBuyers\u201d) for a purchase price of approximately $425. The consideration consists of $335 in cash and certain assumed liabilities with the remainder in future contingent proceeds based on the performance of the Held for Sale Business. For more information, see Note 4 \u201cDiscontinued Operations\u201d.\nAs of December 31, 2020, the Company reclassified the assets and liabilities of the Held for Sale Business as held for sale on the Consolidated Balance Sheets and reported the results of the operations for the year ended December 31, 2020 as \u201c(Loss) income from continuing operations, net of taxes\u201d on the Consolidated Statements of Operations. Amounts for prior periods have similarly been retrospectively reclassified for all periods presented.\nAdditionally, the Company has included $15, $9, $10 and $24 in both \u201cNet sales\u201d and \u201cCost of sales\u201d within the Company\u2019s continuing operations for the year ended December 31, 2020, the Successor period July 2, 2019 through December 31, 2019, the Predecessor period January 1, 2019 through July 1, 2019 and year ended December 31, 2018, respectively, which represents sales from the Company\u2019s continuing operations to the Held for Sale Business that were previously eliminated in consolidation. These reclassifications had no impact on \u201cNet (loss) income\u201d in the Consolidated Statements of Operations for any of the periods presented.\nEmergence from Chapter 11 and Fresh Start Accounting\nAs a result of the Company\u2019s reorganization and emergence from Chapter 11 (as defined in Note 5) on the morning of July 1, 2019 (the \u201cEffective Date\u201d), the Company\u2019s direct parent is Hexion Intermediate Holding 2, Inc. (\u201cHexion Interme", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 13239_2020.htm (CIK: 13239, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01941", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nExecutive Summary\nOur Performance in Fiscal 2020\nExecutive compensation in 2020, as in prior years, was largely tied to the overall financial performance of the Company. During 2020, the Company continued to execute on its business strategies of (i) leveraging its global footprint and service offerings to stabilize pricing and gross margins for its SmartFresh franchise, (ii) growing organically through the introduction of new products and services, and (iii) diversifying into new crops and geographic markets. Despite challenges including a smaller North American apple crop, which decreased approximately 11% creating lower storage volumes, COVID-19 related impacts that also caused delays in new diversification project rollouts, changes in customer short-term purchasing decisions, and currency fluctuations, the Company achieved the following key accomplishments in 2020:\n\u2022Net sales of approximately $157.6 million and Adjusted EBITDA1 of approximately $60.1 million;\n\u2022Continued leverage of the Company\u2019s global reach to diversify sales of products such as Harvista into new crops and geographies and to introduce and expand sales of new products;\n\u2022Planning for the future introduction of novel technologies that the Company believes will support its long-term diversification efforts;\n\u2022Accomplished a comprehensive refinancing of its outstanding indebtedness; and\n\u2022Continued cost optimization efforts that translated into a 9.4% reduction in selling, general and administrative expense for 2020.\n1 Adjusted EBITDA is a non-GAAP financial measure. Please see the information under \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations - Non-GAAP Measures\u201d for more information, including a reconciliation of this Non-GAAP financial measure to GAAP results.\nLinkage of 2020 Performance to 2020 Compensation Outcomes\nFor 2020, AgroFresh bonus payouts for its named executive officers (as defined below) were 57.1% of target based on our financial performance for the year and non-financial considerations. The Compensation and Talent Committee felt that payouts were commensurate with achievements of the Company and the performance goals set at the beginning of the year, taking into account factors such as the COVID-19 global pandemic. Total shareholder return-based awards that had a performance period ending in 2020 were not earned, in light of the company\u2019s low total shareholder return during the 3-year period ending in 2020 relative to its peer group.\nExecutive Compensation Objectives\nAgroFresh is committed to providing a fair and market competitive executive compensation program that will attract, retain and reward high-performing employees. Our compensation package is tied to the contributions of the individual, the achievement of organizational goals, and the attainment of long-term financial results. Below are the objectives of our program:\n\u2022Attract, retain, and motivate superior executive talent;\n\u2022Provide incentives that reward the achievement of performance goals that directly correlate to the enhancement of shareholder value, as well as facilitate executive retention;\n\u2022Reinforce AgroFresh\u2019s mission of recruiting and retaining a highly motivated workforce to support the overall growth and performance of the Company; and\n\u2022Utilize transparent communication to provide employees with information necessary to make informed choices and to better understand the total rewards package.\nGood Governance Practices\nThe Compensation and Talent Committee continuously evaluates policies and practices to ensure that they are consistent with good governance principles. Below are highlights of our governance practices:\nExecutive Officer Compensation\nThe following provides, under the scaled reporting rules applicable to smaller reporting companies, an overview of our compensation policies and programs and identifies the elements of compensation for 2020 with respect to our \u201cnamed executive officers,\u201d wh", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1592016_2020.htm (CIK: 1592016, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01942", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nReport of Independent Registered Public Accounting Firm\nTo the Shareholders and Board of Directors Signet Jewelers Limited:\nOpinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting\nWe have audited the accompanying consolidated balance sheets of Signet Jewelers Limited and subsidiaries (the Company) as of February 1, 2020 and February 2, 2019, the related consolidated statements of operations, statements of comprehensive income, statements of cash flows, and statements of shareholders\u2019 equity for the 52 week periods ended February 1, 2020 and February 2, 2019, and the 53 week period ended February 3, 2018, and the related notes (collectively, the consolidated financial statements). We also have audited the Company\u2019s internal control over financial reporting as of February 1, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.\nIn our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of February 1, 2020 and February 2, 2019, and the results of its operations and its cash flows for the 52 week periods ended February 1, 2020 and February 2, 2019, and the 53 week period ended February 3, 2018, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of February 1, 2020 based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.\nChanges in Accounting Principle\nAs described in Note 2 to the consolidated financial statements, the Company has changed its method of accounting for leases effective February 3, 2019 due to the adoption of ASU 2016-02, Leases (Topic 842) and ASU 2018-11, Leases (Topic 842): Targeted Improvements. As described in Note 3 to the consolidated financial statements, the Company has changed its method of accounting for revenue recognition effective February 4, 2018 due to the adoption of ASU 2014-09, Revenue Recognition from Contracts with Customers (Topic 606).\nBasis for Opinions\nThe Company\u2019s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management\u2019s annual report on internal control over financial reporting. Our responsibility is to express an opinion on the Company\u2019s consolidated financial statements and an opinion on the Company\u2019s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.\nOur audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial ", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 832988_2020.htm (CIK: 832988, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01943", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nWe believe the following discussion and analysis provides information that is relevant to an assessment and understanding of our consolidated results of operations and financial condition. The discussion and analysis should be read in conjunction with the consolidated financial statements and related notes thereto appearing elsewhere in this Form 10-K. This Management\u2019s Discussion and Analysis will help you understand:\n\u2022Key events during 2020;\n\u2022Our results of operations for 2020, as well as certain projections for the future;\n\u2022Our liquidity and capital resources;\n\u2022The impact of recently issued accounting standards on our financial statements; and\n\u2022Our critical accounting policies and estimates.\nKey Events\nOn March 11, 2020, the World Health Organization declared COVID-19 a global pandemic and the President of the United States declared it a national emergency. We continue to closely monitor the impact of the 2019 novel coronavirus, or COVID-19, pandemic on all aspects of our business. Our focus has been, and continues to be, on protecting our employees, while continuing to serve our clients. While the COVID-19 pandemic has not had a material adverse impact on our results of operations to date, the future impacts of the pandemic and any resulting economic impact are largely unknown and rapidly evolving.\nBeginning in late March 2020 and continuing through the fourth quarter of 2020, we experienced an increase in demand from certain clients for our services in our PFS Operations segment, as more consumers around the world practiced social distancing, complied with stay-at-home restrictions and many retail stores were closed during the March 2020 to June 2020 period. This generated increased volume of online ordering. This trend continued into the third quarter of 2020 but at a reduced rate from the March 2020 through June 2020 period, and increased, again as we entered our traditional peak season. However, going forward there could be significant volatility in customer demand and buying habits as the pandemic continues and the resulting adverse economic impacts continue or deepen. We have begun experiencing labor rate increases in certain of our markets for fulfillment activities. We believe this will continue and that this could impact our overall fulfillment related costs and staffing. We will continue to monitor such cost increases as well as assess our pricing to address these increased costs.\nBoth our LiveArea and PFS Operations business segments are engaged in the support of our clients\u2019 direct to consumer online business activity. Due to restrictions on traditional brick and mortar operations introduced by government mandates in 2020, many businesses, including many of our clients, have migrated an incremental amount of their investments and business volumes to their online channel, including both website development and marketing activity as well as the physical movement of\nproduct. This is a trend which has continued through the fourth quarter of 2020. We believe this has resulted in, and at least in the near future is expected to continue to provide us with a strong demand for our service offerings. As the restrictions on brick and mortar operations are lessened, this may lead to reduced demand for the services of LiveArea and PFS Operations as customers return to stores. Despite the unpredictability of volumes brought on by the COVID-19 pandemic, the contracts that had been secured during the pandemic with new clients and extension of contracts with existing clients were made with the intention to support volumes post-COVID-19 that are the same or higher than those pre-COVID-19 pandemic. As a result of the increased volumes that are currently occurring and those potentially expected, we have secured additional warehouse space and headcount to meet the current and expected future volumes for the PFS Operations segment.\nWe are i", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1095315_2020.htm (CIK: 1095315, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01944", "source": "edgar", "source_license": "public_domain", "text": "Item 7.Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nThis section of this Form 10-K generally discusses 2020 and 2019 items and year-to-year comparisons between 2020 and 2019. Discussions of 2019 items and year-to-year comparisons between 2019 and 2018 that are not included in this Form 10-K can be found in \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d in Part II, Item 7 of the Company\u2019s Annual Report on Form 10-K for the year ended December 31, 2019.\nEXECUTIVE OVERVIEW\nGeneral\nAs of December 31, 2020, we owned 103 consolidated hotel properties, including 101 hotel properties directly owned, and two hotel properties owned through a majority-owned investment in a consolidated entity, which represents 22,621 total rooms, or 22,594 net rooms excluding those attributable to our partner. Currently, all of our hotel properties are located in the United States.\nBased on our primary business objectives and forecasted operating conditions, our current key priorities and financial strategies include, among other things:\n\u2022adjusting cost and operational models due to the impact of COVID-19 on the hotel industry;\n\u2022maintain maximum cash and cash equivalents liquidity;\n\u2022completion of the preferred stock exchange offering;\n\u2022negotiate forbearance and other agreements with lenders as necessary with respect to our loans that are in default;\n\u2022disposition of non-core hotel properties;\n\u2022pursuing capital market activities to enhance long-term stockholder value;\n\u2022implementing selective capital improvements designed to increase profitability;\n\u2022implementing effective asset management strategies to minimize operating costs and increase revenues;\n\u2022financing or refinancing hotels on competitive terms;\n\u2022utilizing hedges and derivatives to mitigate risks; and\n\u2022making other investments or divestitures that our board of directors deems appropriate.\nOur current investment strategy is to focus on owning predominantly full-service hotels in the upper upscale segment in domestic markets that have revenue per available room (\u201cRevPAR\u201d) generally less than twice the national average. We believe that as supply, demand, and capital market cycles change, we will be able to shift our investment strategy to take advantage of new lodging-related investment opportunities as they may develop. Our board of directors may change our investment strategy at any time without stockholder approval or notice. We will continue to seek ways to benefit from the cyclical nature of the hotel industry.\nCOVID-19, Management\u2019s Plans and Liquidity\nIn December 2019, COVID-19 was identified in Wuhan, China, subsequently spread to other regions of the world, and has resulted in significant travel restrictions and extended shutdown of numerous businesses in every state in the United States. In March 2020, the World Health Organization declared COVID-19 to be a global pandemic. Since late February 2020, we have experienced a significant decline in occupancy and RevPAR and we expect the significant occupancy and RevPAR declines associated with COVID-19 to continue as we are experiencing significant reservation cancellations as well as a significant reduction in new reservations. The prolonged presence of the virus has resulted in health and other government authorities imposing widespread restrictions on travel and other businesses. The hotel industry and our portfolio have experienced the postponement or cancellation of a significant number of business conferences and similar events. Following the government mandates and health official orders, in March 2020, the Company temporarily suspended operations at 23 of its 116 hotels and dramatically reduced staffing and expenses at its hotels that remained operational. As of December 31, 2020, operations at two of the Company\u2019s hotels remained temporarily suspended. COVID-19 has had a significant negative impact on the Company\u2019s operations and financial results to date. T", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1232582_2020.htm (CIK: 1232582, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01945", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nIntroduction\nThe following discussion and analysis should be read in conjunction with Part I - Item 1. Business, Item 1.A. Risk Factors and Part II - Item 8. Financial Statements and Supplementary Data contained in this report. For a discussion comparing our results of operations for the year ended December 31, 2019 to 2018, refer to this same section (Part II, Item 7) in our 2019 annual report on Form 10-K as filed with the SEC on February 19, 2020.\nOur operations are organized into three business segments: Timberlands, Wood Products and Real Estate. Our Timberlands segment supplies our Wood Products segment with a portion of its wood fiber needs. These intersegment revenues are based on prevailing market prices and typically represent a sizeable portion of the Timberlands segment\u2019s total revenues. Our other segments generally do not generate intersegment revenues. In the discussion of our consolidated results of operations, our revenues and expenses are reported after elimination of intersegment revenues and expenses. In the Business Segment Results discussion below, each segment\u2019s revenues and expenses, as applicable, are presented before elimination of intersegment revenues and expenses.\nNon-GAAP Measures\nTo supplement our financial statements presented in accordance with generally accepted accounting principles in the United States (GAAP), we use certain non-GAAP measures on a consolidated basis, including Adjusted EBITDDA and Cash Available for Distribution (CAD), which are defined and further explained and reconciled to the nearest GAAP measure in the Liquidity and Performance Measures section below. Our definitions of these non-GAAP measures may differ from similarly titled measures used by others. These non-GAAP measures should be considered supplemental to and not a substitute for, financial information prepared in accordance with GAAP.\nAdjusted EBITDDA is a non-GAAP measure that management uses in evaluating performance and allocating resources between segments, and that investors can use to evaluate the operational performance of the assets under management. It removes the impact of specific items that management believes do not directly reflect the core business operations on an ongoing basis. This measure should not be considered in isolation from and is not intended to represent an alternative to, our results reported in accordance with GAAP. Management believes that this non-GAAP measure, when read in conjunction with our GAAP financial statements, provides useful information to investors by facilitating the comparability of our ongoing operating results over the periods presented, the ability to identify trends in our underlying business and the comparison of our operating results against analyst financial models and operating results of other public companies that supplement their GAAP results with non-GAAP financial measures.\nOur definition of EBITDDA and Adjusted EBITDDA may be different from similarly titled measures reported by other companies. We define EBITDDA as net income before interest expense, income taxes, basis of real estate sold, depreciation, depletion and amortization. Adjusted EBITDDA further excludes certain specific items that are considered to hinder comparison of the performance of our businesses either year-on-year or with other businesses. See Note 3: Segment Information in the Notes to the Consolidated Financial Statements for information related to the use of segment Adjusted EBITDDA.\nBusiness and Economic Conditions Affecting Our Operations\nThe demand for timber is directly affected by the underlying demand for lumber and other wood-products, as well as by the demand for pulp, paper and packaging. Our Timberlands and Wood Products segments are impacted by demand for new homes in the United States and by repair and remodeling activity. The actions taken by various states and municipalities t", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1338749_2020.htm (CIK: 1338749, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01946", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\nThe selected consolidated financial information contained below is derived from our Consolidated Financial Statements and should be read in conjunction with \"Item 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1000229_2020.htm (CIK: 1000229, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01947", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA\nThe consolidated financial statements and schedules required hereunder and contained herein are listed under Item 15 below.\nITEM 9A.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1034760_2020.htm (CIK: 1034760, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01948", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosure About Market Risk\nThe interest rates on both the Term Loan and the Revolving Facility are affected by changes in market interest rates. We have the ability to manage these fluctuations in part through interest rate hedging alternatives in the form of interest rate swaps. We have entered into floating-to-fixed interest rate swap agreements for an aggregate notional amount of $800.00 million related to a portion of our floating rate indebtedness. All remaining balances under our Term Loan, and any additional amounts that may be borrowed under our Revolving Facility, are currently subject to interest rate fluctuations. With every one percent fluctuation in the applicable interest rate, interest expense on our variable rate debt for the twelve months ended June 30, 2020 would have fluctuated by approximately $7.3 million.\nApproximately 2.9 percent and 3.1 percent of our total revenue in FY2020 and FY2019, respectively, was generated from our international operations headquartered in the U.K. Our practice in our international operations is to negotiate contracts in the same currency in which the predominant expenses are incurred, thereby mitigating the exposure to foreign currency exchange rate fluctuations. To the extent that it is not possible to do so, there is some risk that profits will be affected by foreign currency exchange rate fluctuations. As of June 30, 2020, we held a combination of euros and pounds sterling in the U.K. and in the Netherlands equivalent to approximately $50.5 million. Although these balances are generally available to fund ordinary business operations without legal or other restrictions, a significant portion is not immediately available to fund U.S. operations unless repatriated. Our intention is to reinvest earnings from our foreign subsidiaries. This allows us to better utilize our cash resources on behalf of our foreign subsidiaries, thereby mitigating foreign currency conversion risks.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 16058_2020.htm (CIK: 16058, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01949", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nInterest Rate Risk\nWe are exposed to interest rate risk related to our indebtedness and our investment portfolio. As of September 3, 2020 and August 29, 2019, we had fixed-rate debt of $4.9 billion and $5.3 billion, respectively, and as a result, the fair value of our debt fluctuates with changes in market interest rates. We estimate that, as of September 3, 2020 and August 29, 2019, a decrease in market interest rates of 1% would increase the fair value of our fixed-rate debt by nearly $300 million. As of September 3, 2020, we had variable-rate debt of $1.25 billion and, therefore, a 1% increase in the interest rates of our variable-rate debt would result in an increase in annual interest expense of approximately $13 million. As of August 29, 2019, we had no variable rate debt.\nForeign Currency Exchange Rate Risk\nThe information in this section should be read in conjunction with the information related to changes in the currency exchange rates in \u201cPart I - Item 1A. Risk Factors.\u201d Changes in currency exchange rates could materially adversely affect our results of operations or financial condition.\nThe functional currency for all of our operations is the U.S. dollar. The substantial majority of our sales are transacted in the U.S. dollar; however, significant amounts of our operating expenditures and capital purchases, and certain assets and liabilities, are incurred in or exposed to other currencies, primarily the euro, New Taiwan dollar, Singapore dollar, and yen. We have established currency risk management programs for our monetary assets and liabilities denominated in foreign currencies to hedge against fluctuations in the fair value and volatility of future cash flows caused by changes in currency exchange rates. We generally utilize currency forward contracts in these\n45 | 2020 10-K\nhedging programs, which reduce, but do not always entirely eliminate, the impact of currency exchange rate movements. We do not use derivative financial instruments for trading or speculative purposes.\nBased on monetary assets and liabilities denominated in foreign currencies, we estimate that a 10% adverse change in exchange rates versus the U.S. dollar would result in losses of approximately $98 million as of September 3, 2020 and $149 million as of August 29, 2019. We hedge our exposure to changes in currency exchange rates by utilizing a rolling hedge strategy for our primary currency exposures with currency forward contracts that generally mature within three months. The effectiveness of our hedges is dependent, among other factors, upon our ability to accurately measure exposures on a timely basis. To hedge the exposure of changes in cash flows from changes in currency exchange rates for certain capital expenditures and manufacturing costs, we may utilize currency forward contracts that generally mature within two years. (See \u201cItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 723125_2020.htm (CIK: 723125, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01950", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations (dollar amounts in thousands, except per share data, unless otherwise indicated)\nThe following discussion and analysis of our financial condition and results of operations should be read in conjunction with Part II, Item 6 of this Form 10-K \u201cSelected Financial Data\u201d and our consolidated financial statements and related notes in Part II, Item 8 of this Form 10-K \u201cFinancial Statements and Supplementary Data.\u201d This discussion contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to those described in Part I, Item 1A of this Form 10-K \u201cRisk Factors.\u201d Our actual results could differ materially from those anticipated by such forward-looking information due to factors discussed under \u201cRisk Factors\u201d and \u201cCautionary Statement Regarding Forward-Looking Statements\u201d appearing elsewhere in this Form 10-K.\nOur Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations (\u201cMD&A\u201d) within this section is focused on the years ended December 31, 2020 and 2019, including year-to-year comparisons between these years. Our MD&A for the year ended December 31, 2019, including year-to-year comparisons between 2019 and 2018, can be found in Part II, Item 7, Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2019.\nOVERVIEW\nWe were incorporated on February 10, 2017 as a Maryland corporation with the name Carlyle Private Credit, Inc., and our name was changed to TCG BDC II, Inc. on March 3, 2017. We are structured as an externally managed, non-diversified closed-end investment company. We are conducting the Private Offering of our shares of common stock to investors in reliance on exemptions from the registration requirements of the Securities Act. We have elected to be regulated as a BDC under the Investment Company Act. We have elected to be treated, and intend to continue to comply with the requirements to qualify annually, as a RIC under Subchapter M of the Code.\nOur investment objective is to generate attractive risk adjusted returns and current income primarily by investing in senior secured term loans to U.S. middle market companies in which private equity sponsors hold, directly or indirectly, a financial interest in the form of debt and/or equity. Our core investment strategy focuses on lending to U.S. middle market companies supported by financial sponsors, which we define as companies with approximately $25 million to $100 million of earnings before interest, taxes, depreciation and amortization (\u201cEBITDA\u201d), which we believe is a useful proxy for cash flow. This core strategy is supplemented with complementary specialty lending and opportunistic investing strategies, which take advantage of the broad capabilities of Carlyle's Global Credit platform while offering risk-diversifying portfolio benefits. We seek to achieve our investment objective primarily through direct origination of secured debt instruments, including first lien senior secured loans (which may include stand-alone first lien loans, first lien/last out loans and \u201cunitranche\u201d loans) and second lien senior secured loans (collectively, \u201cMiddle Market Senior Loans\u201d), with a minority of our assets invested in higher yielding investments (which may include unsecured debt, mezzanine debt and investments in equities).\nWe invest primarily in loans to middle market companies whose debt, if rated, is rated below investment grade, and, if not rated, would likely be rated below investment grade if it were rated (that is, below BBB- or Baa3, which is often referred to as \"junk\"). Exposure to below investment grade instruments involves certain risks, including speculation with respect to the borrower's capacity to pay interest and repay principal. See Item 1A of this Form 10-K \u201cRisk Factors-Risks Related to Our Investments-O", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1702510_2020.htm (CIK: 1702510, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01951", "source": "edgar", "source_license": "public_domain", "text": "Item 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nThe following discussion related to our consolidated financial statements should be read in conjunction with the financial statements appearing in Item 8 of this Annual Report on Form 10-K. A detailed discussion of the results of operations for the year ended December 31, 2019 compared to the year ended December 31, 2018 is not included herein and can be found in the Management's Discussion and Analysis section in the 2019 Annual Report on Form 10-K filed with the SEC on March 13, 2020.\nOverview\nTrinity Place Holdings Inc. which we refer to in this report as \u201cTrinity,\u201d \u201cwe,\u201d \u201cour,\u201d or \u201cus\u201d, is a real estate holding, investment, development and asset management company. Our largest asset is currently a property located at 77 Greenwich Street in Lower Manhattan (\u201c77 Greenwich\u201d). 77 Greenwich was previously a vacant building that we demolished. It is under development as a mixed-use project consisting of a 90-unit residential condominium tower, retail space and a New York City elementary school. We also own a newly built 105-unit, 12-story multi-family property located at 237 11th Street in Brooklyn, New York (\u201c237 11th\u201d), acquired in May 2018, and, through joint ventures, a 50% interest in a newly built 95-unit multi-family property known as The Berkley, located at 223 North 8th Street, Brooklyn (\u201cThe Berkley\u201d) and a 10% interest in a newly built 234-unit multi-family property located one block from The Berkley at 250 North 10th Street (\u201c250 North 10th\u201d) acquired in January 2020, also in Brooklyn, New York. In addition we own a property occupied by retail tenants in Paramus, New Jersey. See Item 2. Properties for a more detailed description of our properties. In addition to our real estate portfolio, we also control a variety of intellectual property assets focused on the consumer sector, a legacy of our predecessor, Syms Corp. (\u201cSyms\u201d). We also had approximately $232.0 million of federal net operating loss carry forwards (\u201cNOLs\u201d) at December 31, 2020, which can be used to reduce our future taxable income and capital gains.\nWe continue to evaluate new investment opportunities, with a focus on newly constructed multi-family properties in New York City as well as properties in close proximity to public transportation in the greater New York metropolitan area. We consider investment opportunities involving other types of properties and real estate related assets, as well as repurchases of our common stock, taking into account our cash position, liquidity requirements, and our ability to raise capital to finance our growth. In addition, we may selectively consider potential acquisition, development and fee-based opportunities, as well as disposition, sale or consolidation opportunities.\nImpact of COVID-19\nThe impact of the recent outbreak of COVID-19 on our results and operations has been and will continue to be significant. The extent of the impact going forward will largely depend on future developments, which are highly uncertain and cannot be predicted, including the severity and duration of the outbreak, in New York City in particular, the success of actions taken to contain or treat COVID-19, actions taken by governmental entities, companies and individuals in response to the pandemic and reactions to such actions, the impact on local and broader economic activity and capital markets from the COVID-19 pandemic and new information that emerges with respect to the foregoing and other aspects of COVID-19. The extent to which the COVID-19 pandemic will impact the Company\u2019s business, operations and financial results in the future will depend on numerous evolving factors that the Company is not able to predict at this time, including, but not limited to, the impact on sales of residential condominium units at our most significant asset, 77 Greenwich, which has been material, the impact on the timing for construction of 77 Greenwich and comp", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 724742_2020.htm (CIK: 724742, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01952", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\nThe following selected consolidated financial data should be read in conjunction with our Consolidated Financial Statements and Notes to Consolidated Financial Statements included in Item 8.\nThe selected consolidated balance sheet data set forth below as of August 29, 2020 and August 31, 2019 and the selected consolidated income statement data for each of the three years in the period ended August 29, 2020 are derived from our audited Consolidated Financial Statements included in this Annual Report on Form 10-K. All other selected consolidated financial data set forth below are derived from our audited financial statements not included in this Annual Report on Form 10-K. Current accounting guidance requires the income per share for each class of common stock to be calculated assuming 100% of our earnings are distributed as dividends to each class of common stock based on their respective dividend rights. Our Common Stock has a 25% dividend preference to our Class B Common Stock. The Class B Common Stock, which has ten votes per share as opposed to one vote per share for the Common Stock, is not freely transferable but may be converted at any time on a one-for-one basis into Common Stock at the option of the holder of the Class B Common Stock.\nFive Year Financial Summary\nUniFirst Corporation and Subsidiaries\n(1)\nDuring fiscal 2020, we purchased 0.1 million shares pursuant to a share repurchase program authorized by our Board of Directors. This did not benefit our earnings per share during fiscal 2020.\n(2)\nDuring fiscal 2019, we purchased 0.2 million shares pursuant to a share repurchase program authorized by our Board of Directors. This benefitted the Company\u2019s diluted income per share by $0.05 in fiscal 2019.\nDuring fiscal 2017, we recorded a pre-tax non-cash impairment charge of $55.8 million once it was determined that it was not probable that a CRM system that was being developed would be completed and placed into service. During fiscal 2020, we entered into a settlement agreement with our lead contractor for the version of the CRM system with respect to which we recorded the impairment charge. As part of the settlement agreement, we recorded a total gain of $21.1 million as a reduction of selling and administrative expenses, which includes our receipt of a one-time cash payment in the amount of $13.0 million as well as the forgiveness of amounts previously due the contractor. We also received hardware and related maintenance service with a fair value of $0.8 million as part of the settlement. This gain, net of tax, benefitted our diluted income per share by $0.81 in fiscal 2020.\n(3)\nOur fiscal 2018 results include the impact of the Tax Cuts and Jobs Act enacted on December 22, 2017, which resulted in a benefit to our provision for income taxes of $20.1 million ($1.01 per diluted share) from the remeasurement of deferred tax balances and the one-time transition tax. Our fiscal 2018 results also included a $7.2 million pre-tax one-time cash bonus to our employees to share with them the benefits received from recent U.S. tax reform. Such bonus expense, net of tax, reduced our diluted earnings per share by $0.25 in fiscal 2018.\nOn March 27, 2018, we repurchased 1.105 million shares of Class B Common Stock and 0.073 million shares of Common Stock for a combined $146.0 million in a private transaction with the Croatti family at a per share price of $124.00, which benefited our diluted income per share by $0.20 in fiscal 2018.\n(4)\nOur fiscal 2017 results included an impairment charge of capitalized costs as part of our ongoing CRM systems project totaling $55.8 million before tax. This loss, net of tax reduced our diluted earnings per share by $1.68 in fiscal 2017. Our fiscal 2017 results also include a $5.4 million pre-tax compensation expense as a result of the accelerated vesting of certain shares of restricted stock upon the death of our former Chief Executive Officer, Ronald Croatti, during th", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, deferred tax, tax reform, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01953", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data\nThe selected historical financial information set forth below as of and for the years ended December 31, 2020, 2019, 2018, 2017 and 2016 has been derived from our audited historical consolidated financial statements.\nThe information below should be read in conjunction with \u201cManagement's Discussion and Analysis of Financial Condition and Results of Operations,\u201d included in Item 7", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1590364_2020.htm (CIK: 1590364, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01954", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7.\nMANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nThe following discussion of our consolidated results of operations and cash flows for the years ended December 31, 2020, 2019 and 2018 and consolidated financial condition as of December 31, 2020 and 2019 should be read in conjunction with our consolidated financial statements and the related notes included elsewhere in this annual report on Form 10-K.\nThe discussion and analysis of our financial condition and results of operations for 2020 compared to 2019 appears below. As permitted by SEC rules, we have omitted the discussion and analysis of our financial condition and results of operations for 2019 compared to 2018. See Item 7, \u201cManagement\u2019s Discussions and Analysis of Financial Condition and Results of Operations\u201d, in our Annual Report on Form 10-K for the year ended December 31, 2019, for this discussion.\nOVERVIEW\nWe are a diversified global media, marketing and technology company that, through our television and radio segments, reaches and engages U.S. Hispanics across acculturation levels and media channels. Additionally, our digital segment, whose operations are located primarily in Spain and Latin America, reaches a global market. Our operations encompass integrated marketing and media solutions, comprised of television, radio and digital properties and data analytics services. For financial reporting purposes, we report in three segments based upon the type of advertising medium: television, radio and digital. Our net revenue for the year ended December 31, 2020 was $344.0 million. Of that amount, revenue attributed to our television segment accounted for approximately 45%, revenue attributed to our digital segment accounted for approximately 42%, and revenue attributed to our radio segment accounted for approximately 13%.\nWe own and/or operate 54 primary television stations located primarily in California, Colorado, Connecticut, Florida, Kansas, Massachusetts, Nevada, New Mexico, Texas and Washington, D.C. We own and operate 48 radio stations in 16 U.S. markets. Our radio stations consist of 38 FM and 10 AM stations located in Arizona, California, Colorado, Florida, Nevada, New Mexico and Texas. We also sell advertisements and syndicate radio programming to more than 100 markets across the United States. We also provide digital advertising solutions that allow advertisers to reach primarily Hispanic online audiences worldwide. We operate proprietary technology and data platforms that deliver digital advertising in various advertising formats that allow advertisers to reach audiences across a wide range of Internet-connected devices on our owned and operated digital media sites, the digital media sites of our publisher partners, and on other digital media sites we access through third-party platforms and exchanges.\nWe generate revenue primarily from sales of national and local advertising time on television stations, radio stations and digital media platforms, retransmission consent agreements that are entered into with MVPDs, and agreements associated with our television stations\u2019 spectrum usage rights. Advertising rates are, in large part, based on each medium\u2019s ability to attract audiences in demographic groups targeted by advertisers. In our television and radio segments, we recognize advertising revenue when commercials are broadcast. In our digital segment, we recognize advertising revenue when display or other digital advertisements record impressions on the websites of our third party publishers or as the advertiser\u2019s previously agreed-upon performance criteria are satisfied. We do not obtain long-term commitments from our advertisers and, consequently, they may cancel, reduce or postpone orders without penalties. We pay commissions to agencies for local, regional and national advertising. For contracts we have entered into directly with agencies, we record net revenue from these agencies. Seasonal revenue fluctuati", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1109116_2020.htm (CIK: 1109116, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01955", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Consolidated Financial Data\nThe following tables present our selected consolidated financial and other data as of and for the periods indicated. We have derived the selected consolidated statement of operations data for the fiscal years ended March 28, 2020, March 30, 2019, and March 31, 2018, and the selected consolidated balance sheet data as of March 28, 2020, and March 30, 2019 from the audited consolidated financial statements included in Item 8 of this report. The selected consolidated balance sheet data as of March 31, 2018, April, 1, 2017 and March 26, 2016, and the selected consolidated statement of operations data for the fiscal years ended April 1, 2017 and March 26, 2016, are derived from audited consolidated financial statements that are not included elsewhere in this report. The historical results presented below are not necessarily indicative of the results that may be expected for any future period.\nYou should read the following selected consolidated financial and other data in conjunction with the consolidated financial statements and accompanying notes and the information under \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d appearing elsewhere in this report.\n(1)We operate on a fiscal calendar that results in a 52- or 53-week fiscal year ending on the last Saturday of March unless April 1st is a Saturday, in which case the fiscal year ends on April 1st. In a 52-week fiscal year, each quarter includes thirteen weeks of operations; in a 53-week fiscal year, the first, second and third quarters each include thirteen weeks of operations and the fourth quarter includes fourteen weeks of operations. The data presented contains references to fiscal 2020, fiscal 2019, fiscal 2018, fiscal 2017, and fiscal 2016, which represent our fiscal years ended March 28, 2020, March 30, 2019, March 31, 2018, April 1, 2017 and March 26, 2016, respectively. Fiscal 2020, 2019, 2018, and 2016, were each 52-week periods, and fiscal 2017 was a 53-week period. The data includes the activity of Sheplers from June 2015, its date of acquisition.\n(2)Represents costs incurred in connection with the acquisition of Sheplers.\n(3)EBITDA, Adjusted EBITDA and Adjusted EBIT are financial measures that are not calculated in accordance with GAAP. We define EBITDA as net income adjusted to exclude income tax expense, net interest expense and depreciation and intangible asset amortization. We define Adjusted EBITDA as EBITDA adjusted to exclude certain non-cash expenses, such as stock-based compensation and the non-cash accrual for future award redemptions, and other costs and expenses that are not directly related to our operations, including acquisition-related expenses, acquisition-related integration costs, amortization of inventory fair value adjustment, loss on disposal of assets and contract termination costs, store impairment charges, gain on adjustment of right-of-use assets and lease liabilities and secondary offering costs. Similar to Adjusted EBITDA, Adjusted EBIT excludes the aforementioned adjustments while maintaining the impact of depreciation and amortization on our financial results. We include EBITDA, Adjusted EBITDA and Adjusted EBIT in this report because they are important financial measures used by our management, board of directors and lenders to assess our operating performance. See \u201cItem 7", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax expense, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01956", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.\nOur Consolidated Financial Statements, together with the report of our independent registered public accounting firm are included herein immediately following the signature page of this report. See Index to Consolidated Financial Statements on page.\nITEM 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1304161_2020.htm (CIK: 1304161, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01957", "source": "edgar", "source_license": "public_domain", "text": "Item 7.Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nThis section generally discusses fiscal 2020 and 2019 items and year-over-year comparisons between 2020 and 2019. Discussions of 2018 items and year-to-year comparisons between 2019 and 2018 are not included herein. Refer to \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d in Part II, Item 7 of the Company\u2019s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 for this discussion.\nOverview\nZebra Technologies Corporation and its subsidiaries (\u201cZebra\u201d or the \u201cCompany\u201d) is a global leader respected for innovative Enterprise Asset Intelligence (\u201cEAI\u201d) solutions in the automatic identification and data capture solutions industry. We design, manufacture, and sell a broad range of products and solutions, including cloud-based subscriptions, that capture and move data, including: mobile computers; barcode scanners and imagers; radio frequency identification device (\u201cRFID\u201d) readers; specialty printers for barcode labeling and personal identification; real-time location systems (\u201cRTLS\u201d); related accessories and supplies, such as self-adhesive labels and other consumables; and software applications. We also provide a full range of services, including maintenance, technical support, and repair, managed and professional services. End-users of our products, solutions and services include those in the retail and e-commerce, transportation and logistics, manufacturing, healthcare, hospitality, warehouse and distribution, energy and utilities, government, education, and banking enterprises around the world. We provide products, solutions, and services in approximately 180 countries, with 128 facilities and approximately 8,800 employees worldwide.\nOur customers have traditionally benefited from proven solutions that increase productivity and improve asset efficiency and utilization. The Company is poised to drive, and capitalize on, the evolution of the data capture industry into the broader EAI industry, based on important technology trends like the Internet of Things (\u201cIoT\u201d), ubiquitous mobility, automation and cloud computing. EAI solutions offer additional benefits to our customers including real-time, data-driven insights that improve operational visibility and drive workflow optimization.\nThe Company\u2019s operations consist of two reportable segments: Asset Intelligence & Tracking (\u201cAIT\u201d) and Enterprise Visibility & Mobility (\u201cEVM\u201d).\n\u2022The AIT segment is an industry leader in barcode printing and asset tracking technologies. Its major product lines include barcode and card printers, supplies, services, location solutions, and retail solutions. Industries served include retail and e-commerce, transportation and logistics, manufacturing, healthcare, and other end markets within the following regions: North America; Europe, Middle East, and Africa (\u201cEMEA\u201d); Asia-Pacific; and Latin America.\n\u2022The EVM segment is an industry leader in automatic information and data capture solutions. Its major product lines include mobile computing, data capture, RFID, services, and workflow optimization solutions. Industries served include retail and e-commerce, transportation and logistics, manufacturing, healthcare, and other end markets within the following regions: North America; EMEA; Asia-Pacific; and Latin America.\nBeginning in the first quarter of 2021, we will move the retail solutions product line from our AIT segment into our EVM segment contemporaneous with a change in our organizational structure and management of the business. We will begin reporting our results reflecting this change in the first quarter of 2021 and will present historical periods on a comparable basis. The impact of this change does not have an impact to the Consolidated Financial Statements and is immaterial to our current and historical reportable segment results.\nRecent Developments\nCOVID-19 Outbreak\nIn 2020, the coronavirus (\u201cCOVID", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 877212_2020.htm (CIK: 877212, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01958", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6.SELECTED FINANCIAL DATA\nConsolidated financial information reflecting a summary of the results of operations and financial condition of the Company for the years ended December 31, 2020, 2019, 2018, 2017 and 2016 is presented in the following table. This summary should be read in conjunction with the consolidated financial statements, and accompanying notes thereto, and other financial information included in Item 7, \"Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations,\" of this Form 10-K.\n(1)See \u201cNon-GAAP Financial Information\u201d below for reconciliation of non-GAAP financial measures to their most comparable GAAP financial measures.\n(2)Reflects adjustment to our historical net income for each period to give effect to the C Corp equivalent provision for income tax for such year.\nN/A\nNot applicable.\nSELECTED QUARTERLY FINANCIAL DATA\nSelected quarterly financial data is presented in the following tables.\n(1)Reflects adjustment to our historical net income for each period to give effect to the C Corp equivalent provision for income tax for such year.\nNON-GAAP FINANCIAL INFORMATION\nThis Annual Report on Form 10-K contains certain financial information determined by methods other than in accordance with GAAP. Management believes that it is a standard practice in the banking industry to present these non-GAAP financial measures, and accordingly believes that providing these measures may be useful for peer comparison purposes. These disclosures should not be viewed as substitutes for the results determined to be in accordance with GAAP; nor are they necessarily comparable to non-GAAP financial measures that may be presented by other companies. See our reconciliation of non-GAAP financial measures to their most directly comparable GAAP financial measures below.\nNon-GAAP Financial Measure\nDefinition\nHow the Measure Provides Useful Information to Investors\nAdjusted Net Income\n\u25cf\nNet income, with the following adjustments:\n-\nadds additional C Corp equivalent tax expense for periods prior to October 11, 2019,\n-\nexcludes net earnings (losses) from closed or sold operations,\n-\nexcludes charges related to termination of certain employee benefit plans,\n-\nexcludes certain non-cash charges such as impairment losses related to the closure of branches and a nonrecurring charge related to an employee benefits policy change,\n-\nexcludes expenses related to terminated FDIC Indemnification agreements,\n-\nexcludes realized gains (losses) on sales of securities,\n-\nexcludes mortgage servicing rights fair value adjustment, and\n-\nthe income tax effect of these pre-tax adjustments.\n\u25cf\nEnhances comparisons to prior periods and, accordingly, facilitates the development of future projections and earnings growth prospects.\n\u25cf\nWe also sometimes refer to ratios that include Adjusted Net Income, such as:\n-\nAdjusted Return on Average Assets, which is Adjusted Net Income divided by average assets.\n-\nAdjusted Return on Average Equity, which is Adjusted Net Income divided by average equity.\n-\nAdjusted Earnings Per Share - Basic, which is Adjusted Net Income allocated to common shares divided by weighted average common shares outstanding.\n-\nAdjusted Earnings Per Share - Diluted, which is Adjusted Net Income allocated to common shares divided by weighted average common shares outstanding, including all dilutive potential shares.\nNet Interest Income (Tax Equivalent Basis)\n\u25cf\nNet interest income adjusted for the tax-favored status of tax-exempt loans and securities. (1)\n\u25cf\nWe believe the tax equivalent basis is the preferred industry measurement of net interest income.\n\u25cf\nEnhances comparability of net interest income arising from taxable and tax-exempt sources.\n\u25cf\nWe also sometimes refer to Net Interest Margin (Tax Equivalent Basis), which is Net Interest Income (Tax Equivalent Basis) divided by average interest-earning assets.\nEfficiency Ratio (Tax Equivalent Basis)\n\u25cf\nNoninterest expense less amortization of intangible assets divided by th", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax expense. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01959", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\nThe following discussion of our results of operations and financial condition should be read together with the other financial information and consolidated financial statements included in this Form 10-K. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from the results anticipated in the forward-looking statements as a result of a variety of factors, including those discussed in Item 1A. \u201cRisk Factors\u201d and elsewhere in this report. The results of operations for the periods reflected herein are not necessarily indicative of results that may be expected for future periods. Full House Resorts, Inc., together with its subsidiaries, may be referred to as \u201cFull House,\u201d the \u201cCompany,\u201d \u201cwe,\u201d \u201cour\u201d or \u201cus.\u201d\nExecutive Overview\nOur primary business is the ownership and/or operation of casino and related hospitality and entertainment facilities, which includes offering casino gambling, hotel accommodations, dining, golfing, RV camping, sports betting, entertainment and retail outlets, among other amenities. We own or operate five casino properties in four states - Mississippi, Colorado, Indiana and Nevada. We view our Mississippi, Colorado and Indiana properties as distinct operating segments and both of our Nevada\nproperties as one operating segment. We also benefit from six permitted sports \u201cskins\u201d that we are allowed to operate, three in Colorado and three in Indiana. We have contracted with other companies to operate these online sports wagering sites under their own brands in exchange for a percentage of revenues, as defined, subject to annual minimum amounts. As of today, two of our three permitted betting \u201cskins\u201d are live in Colorado, and one of our three permitted \u201cskins\u201d is live in Indiana. We expect our three remaining \u201cskins\u201d to begin operation within the next few months.\nOur portfolio consists of the following:\nOur financial results are dependent upon the number of patrons that we attract to our properties and the amounts those guests spend per visit. While we provide credit at some of our casinos where permitted by gaming regulations, most of our revenues are cash-based, through customers wagering with cash or paying for non-gaming services with cash or credit cards. Our revenues are primarily derived from slot machines, but also include other gaming activities, including table games, keno and sports betting. In addition, we derive a significant amount of revenue from our hotels and our food and beverage outlets. We also derive revenues from our golf course and ferry boat service at Rising Star, our recreational vehicle parks (\u201cRV parks\u201d) owned at Rising Star and managed at Silver Slipper, and retail outlets and entertainment.\nWe set minimum and maximum betting limits for our slot machines and table games based on market conditions, customer demand and other factors. Our gaming revenues are derived from a broad base of guests that includes both high- and low-stakes players. At Silver Slipper, our sports book operations are in partnership with a company specializing in race and sports betting. At both Rising Star and Bronco Billy\u2019s, we have contracted with other companies to operate our on-site and online sports wagering skins under their own brands in exchange for a percentage of revenues, as defined, subject to annual minimum amounts. Our operating results may also be affected by, among other things, overall economic conditions affecting the disposable income of our guests, weather conditions affecting access to our properties, achieving and maintaining cost efficiencies, taxation and other regulatory changes, and competitive factors, including but not limited to, additions and improvements to the competitive supply of gaming facilities, as well as pandemics, epidemics, widespread health emergencies, or outbreaks of infectious diseases such as the ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 891482_2020.htm (CIK: 891482, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01960", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nSafe Harbor Statement Under the Private Securities Litigation Reform Act of 1995\nCertain statements contained in this section and elsewhere in this Form 10-K constitute \u201cforward-looking statements\u201d within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve a number of known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such\nforward-looking statements. Please see \u201cNote Regarding Forward-Looking Statements\u201d and \u201cRisk Factors\u201d for more information. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statements were made and are not guarantees of future performance.\nExecutive Summary\nOur real estate portfolio as of December 31, 2020 consists of 179 properties in 11 states. Our properties are primarily located in North Dakota, Minnesota, and Nebraska and contain 10,328 apartment units and approximately 1,642,000 square feet of leasable commercial space. The portfolio has a net book value of real estate investments (cost less accumulated depreciation) of approximately $684,713, which includes construction in progress. We had one held for sale property located in Waite Park, Minnesota with a net book value of $829 as of December 31, 2020. Our portfolio of properties currently includes a diversified mixture of multifamily, single and multi-tenant retail and office buildings. The Trust\u2019s current investment strategy is to focus on multifamily real estate properties located primarily in the central corridor of the contiguous forty-eight (48) states. There is no current plan for the existing commercial properties (industrial, medical, office, and retail) in regard to retention or disposition.\nSpecific Achievements\n\u25cfIncreased revenues from rental operations by $4,277 or 3.6% for the year ended December 31, 2020, compared to the year ended December 31, 2019.\n\u25cfDeclared and paid dividends aggregating $1.059 per common share for the year ended December 31, 2020.\n\u25cfNew and Renewal commercial lease values of $37,600 signed during the year ended December 31, 2020.\n\u25cfNine properties with a book value of $28,336 were acquired during the year ended December 31, 2020.\nResults of Operations for the Years Year Ended December 31, 2020 and 2019\n(1)Does not take into consideration the amounts distributed by the operating partnership to limited partners.\nRevenues\nProperty revenues totaled approximately $124,616 for the year ended December 31, 2020 which constituted an increase of approximately $4,277 or 3.6% compared to the same period in 2019. Residential property revenues increased approximately $3,813 and commercial property revenues increased approximately $464.\nThe following table illustrates the occupancy percentage for the periods ended indicated:\nResidential revenues for the year ended December 31, 2020 increased $3,813 or 4.0% in comparison to the same period in 2019. Residential properties acquired since January 1, 2020 contributed approximately $2,339 to the increase in total residential revenues. The remaining increase is due to decreased rental incentives caused by increased renewals, general market rent increases at our stabilized properties as well as the increased income related to Ratio Utility Billing System (RUBS) Income in our Minneapolis, Minnesota market. Residential revenues comprised 79.1% of total revenues for the year ended December 31, 2020 compared to 78.7% of total revenues for the year ended December 31, 2019. Residential economic occupancy year-over-year has remained comparable decreasing 0.2%, during the year ended December 31, 2020.\nFor the year ended December 31, 2020, total commercial revenues increased $464 or 1.8% in comparison to the", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1412502_2020.htm (CIK: 1412502, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01961", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\n(Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations is for the years ended December 31, 2020 and 2019. All dollars are in thousands, except share data, unless otherwise noted.)\nThe following discussion and analysis provides information that the Company\u2019s management believes is relevant to an assessment and understanding of the consolidated results of operations and financial condition of the Company. The discussion and analysis should be read in conjunction with the Company\u2019s consolidated financial statements and related notes included in this report. This discussion and analysis contains forward-looking statements subject to various risks and uncertainties and should be read in conjunction with the disclosures and information contained in \"Forward-Looking and Cautionary Statements\" and Item 1A \"Risk Factors\" included in this report.\nA discussion related to the results of operations and changes in financial condition for the year ended December 31, 2020 compared to the year ended December 31, 2019 is presented below. A discussion related to the results of operations and changes in financial condition for the year ended December 31, 2019 compared to the year ended December 31, 2018 can be found in Part II, Item 7. \"Management's Discussion and Analysis of Financial Condition and Results of Operations\" in the Company's 2019 Annual Report on Form 10-K, which was filed with the United States Securities and Exchange Commission on February 27, 2020.\nOVERVIEW\nThe Company is a diverse company with a purpose to serve others and a vision to make customers' dreams possible by delivering customer focused products and services. The largest operating businesses engage in loan servicing and education technology, services, and payment processing, and the Company also has a significant investment in communications. A significant portion of the Company's revenue is net interest income earned on a portfolio of federally insured student loans. The Company also makes investments to further diversify both within and outside of its historical core education-related businesses, including, but not limited to, investments in real estate, early-stage and emerging growth companies, and renewable energy.\nGAAP Net Income and Non-GAAP Net Income, Excluding Adjustments\nThe Company prepares its financial statements and presents its financial results in accordance with GAAP. However, it also provides additional non-GAAP financial information related to specific items management believes to be important in the evaluation of its operating results and performance. A reconciliation of the Company's GAAP net income to net income, excluding derivative market value adjustments, and a discussion of why the Company believes providing this additional information is useful to investors, is provided below.\n(a) The tax effects are calculated by multiplying the realized and unrealized derivative market value adjustments by the applicable statutory income tax rate.\n(b) \"Derivative market value adjustments\" includes both the realized portion of gains and losses (corresponding to variation margin received or paid on derivative instruments that are settled daily at a central clearinghouse) and the unrealized portion of gains and losses that are caused by changes in fair values of derivatives which do not qualify for \"hedge treatment\" under GAAP. \"Derivative market value adjustments\" does not include \"derivative settlements\" that represent the cash paid or received during the current period to settle with derivative instrument counterparties the economic effect of the Company's derivative instruments based on their contractual terms.\nThe accounting for derivatives requires that changes in the fair value of derivative instruments be recognized currently in earnings, with no fair value adjustment of the hedged item, unless specific hedge accounting criter", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax rate. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01962", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.\nOverview\nOn December 30, 2020, pursuant to an Agreement and Plan of Merger, by and among INDUS Realty Trust, Inc., a Maryland corporation, Griffin Industrial Realty, Inc., a Delaware corporation (\u201cGriffin\u201d), and Griffin Industrial Maryland, LLC, a Maryland limited liability company and a wholly-owned subsidiary of INDUS Realty Trust, Inc., we completed an internal merger (the \u201cMerger\u201d) to reincorporate from a Delaware corporation to a Maryland corporation. On December 31, 2020, following the Merger, Griffin changed its name to INDUS Realty Trust, Inc. (\u201cINDUS\u201d or the \u201cCompany\u201d). INDUS intends to elect to be taxed as a real estate investment trust (\u201cREIT\u201d) under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the \u201cCode\u201d) for taxable year ending December 31, 2021.\nIn November 2020, in connection with the anticipated election to become a REIT, the Company changed its fiscal year end from November 30 to December 31, effective beginning with the next fiscal year, which began on January 1, 2021 and will end on December 31, 2021 (the \u201cfiscal 2021\u201d). As a result of the change in fiscal year, there will be a one-month transition period beginning on December 1, 2020 and ending on December 31, 2020 (the \u201cTransition Period\u201d), the results of which are expected to be reported in the Quarterly Report on Form 10-Q to be filed for the first quarter of fiscal 2021 and in the Company\u2019s Annual Report on Form 10-K to be filed for fiscal 2021.\nINDUS is a real estate business principally engaged in developing, acquiring, managing and leasing high-quality industrial/logistics properties in select supply-constrained and high growth markets in the United States. The Company seeks to add to its property portfolio through the development of land or the acquisition of modern, market-appropriate logistics buildings in the markets it targets, all of which can serve multiple drivers of demand in the modern supply chain. Although the Company\u2019s real estate holdings primarily consist of industrial/logistics properties, INDUS also owns a limited number of office/flex properties and undeveloped land parcels. The Company may sell certain office/flex properties or portions of its undeveloped land that it has owned for an extended time and the use of which is not consistent with the Company\u2019s core industrial and logistics strategy.\nThe notes to the Company\u2019s consolidated financial statements included in Part II, Item 8 \u201cFinancial Statements and Supplemental Data\u201d of this Annual Report contain a summary of the significant accounting policies and methods used in the preparation of the Company\u2019s consolidated financial statements. In the opinion of management, because of the relative magnitude of the Company\u2019s real estate assets, accounting methods and estimates related to those assets are critical to the preparation of the Company\u2019s consolidated financial statements. The Company uses accounting policies and methods under accounting principles generally accepted in the United States of America (\u201cU.S. GAAP\u201d). The following are the critical accounting estimates and methods used by the Company:\nRevenue and gain recognition: Rental revenue from the Company\u2019s industrial and commercial properties is accounted for on a straight-line basis over the applicable lease terms in accordance with the Financial Accounting Standards Board (\u201cFASB\u201d) Accounting Standards Codification (\u201cASC\u201d) 842, \u201cLeases.\u201d Gains on sales of real estate assets are recognized in accordance with FASB ASC 606, \u201cRevenue from Contracts with Customers,\u201d based on the specific terms of each sale. When the percentage of completion method is used to account for a sale of real estate, gains on sales are recognized over time as performance obligations are satisfied.\nImpairment of long-lived assets: The Company reviews its long-lived assets for impairment whenever events or changes in circumstances i", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: irs, internal revenue. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01963", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations\nThe following discussion and analysis of financial condition and results of operations is provided to enhance the understanding of, and should be read in conjunction with, Part I, Item 1, \"Business\" and Item 8, \"Financial Statements and Supplementary Data.\" For information on risks and uncertainties related to our business that may make past performance not indicative of future results, or cause actual results to differ materially from any forward-looking statements, see \"Special Note Regarding Forward-Looking Statements,\" and Part I, Item 1A, \"Risk Factors.\"\nFinancial overview\nWe have incurred significant losses since our inception. We anticipate that we may continue to incur significant losses for the foreseeable future, and we may never achieve or maintain profitability. Our historical collaboration and licensing revenues were generated under a business model from which we have gradually transitioned, and we do not expect to expend significant resources servicing our historical collaborations in the future. We may enter into strategic transactions for individual platforms or programs in the future from which we may generate new collaboration and licensing revenues. We continue to generate product and service revenues through our Trans Ova and Exemplar subsidiaries, and in 2020, both of these subsidiaries generated positive Segment Adjusted EBITDA. Products currently in our clinical pipeline will require regulatory approval and/or commercial scale-up before they may commence significant product sales and operating profits.\nIn January 2020, as part of our efforts to focus our business on the healthcare industry, we sold a number of our non-healthcare assets to TS Biotechnology and separately sold our interest in EnviroFlight to Darling, referred to collectively as the Transactions. We determined that the assets, liabilities and operations sold in the Transactions collectively met the criteria for discontinued operations and have been reclassified and presented as such for all periods. As a result of market uncertainty driven by the COVID-19 pandemic and the state of the energy sector raising significant challenges for the strategic alternatives pursued by MBP Titan, beginning in the second quarter of 2020 and throughout the remainder of 2020, we suspended MBP\nTitan's operations, preserved certain of MBP Titan's intellectual property, terminated all of its personnel, and undertook steps to dispose of its other assets and obligations. The wind down of MBP Titan's activities was substantially complete by December 31, 2020, with the final disposition of certain property and equipment and the facility operating lease occurring in January 2021. As of December 31, 2020, we determined that the assets, liabilities, and expenses related to the discontinued operations of MBP Titan met the criteria for discontinued operations.\nSee \"Notes to the Consolidated Financial Statements - Note 3\" appearing elsewhere in this Annual Report for further discussion of discontinued operations.\nAdditionally, as we continue our efforts to focus our business and generate additional capital, we may be willing to enter into transactions involving one or more of our operating segments and reporting units for which we have goodwill and intangible assets. These efforts could result in us identifying impairment indicators or recording impairment charges in future periods. In addition, market changes and changes in judgments, assumptions and estimates that we have made in assessing the fair value of goodwill could cause us to consider some portion or all of certain assets to become impaired.\nSources of revenue\nHistorically, we have derived our collaboration and licensing revenues through agreements with counterparties for the development and commercialization of products enabled by our technologies. Generally, the terms of these collaborations provide that we receive so", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1356090_2020.htm (CIK: 1356090, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01964", "source": "edgar", "source_license": "public_domain", "text": "Item 11.\nExecutive Compensation.\nThe information required by this item regarding executive compensation is incorporated by reference to the information set forth in the sections titled \u201cExecutive Compensation\u201d in our Proxy Statement.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1260990_2020.htm (CIK: 1260990, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01965", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nThe information required by this Item will be contained in the Proxy Statement under the headings \u201cCompensation of Executive Officers,\u201d \u201cCompensation of Directors,\u201d \u201cCompensation Discussion and Analysis,\u201d \u201cCompensation Committee Interlocks and Insider Participation\u201d and \u201cCompensation Committee Report,\u201d to be filed with the Securities and Exchange Commission on or prior to April 30, 2021, and is incorporated herein by reference.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1396440_2020.htm (CIK: 1396440, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01966", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nThe information required by Item 11 pertaining to executive compensation is incorporated herein by reference to the Company's Proxy Statement to be filed with the Securities and Exchange Commission within 120 days after the end of the year covered by this Form 10-K with respect to the Annual Meeting of Stockholders scheduled to be held on May 20, 2021.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 915912_2020.htm (CIK: 915912, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01967", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A.\nRISK FACTORS\nCertain factors may have a material adverse effect on our business, financial condition and results of operations. You should consider carefully the risks and uncertainties described below, in addition to other information contained in this Annual Report, including our consolidated financial statements and related notes. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business. If any of the following risks actually occurs, our business, financial condition, results of operations, and future prospects could be materially and adversely affected. In that event, the trading price of our common shares of beneficial interest could decline, and you could lose part or all of your investment.\nRisk Factor Summary\nThe following is a summary of the principal factors that make an investment in our securities speculative or risky.\nRisks Related to Our Business and Operations\n\u2022\nThe COVID-19 pandemic is expected to, and the future outbreak of other highly infectious or contagious diseases may, materially and adversely impact the business of our tenants and our business.\n\u2022\nWe are dependent on the ability of our top tenants to successfully operate their businesses and a failure to operate successfully, including a bankruptcy or insolvency, could have a material adverse effect on our business.\n\u2022\nWe may not be able to renew leases or re-lease space at our properties and property vacancies could result in significant capital expenditures.\n\u2022\nFollowing the Sears Holdings bankruptcy, we have been named as a defendant in litigation that could adversely affect our business, divert management\u2019s attention from our business and subject us to liabilities.\n\u2022\nReal estate investments are relatively illiquid and our pursuit of investments, including redevelopments, in properties may be unsuccessful or fail to meet our expectations.\n\u2022\nBoth we and our tenants face a wide range of competition that could affect our ability to operate profitably.\n\u2022\nRising expenses could reduce cash flow, funds available for future development, and increase development costs.\n\u2022\nWe have ongoing capital needs and may not be able to obtain additional financing on acceptable terms. We may incur mortgage indebtedness and other borrowings, which may increase our business risks.\n\u2022\nChanges in federal tax law could materially adversely affect our business by increasing our tax or tax compliance costs, including if we are unable to pass increased taxes on any real estate onto our tenants.\n\u2022\nChanges in building and/or zoning laws may require us to meet additional or more stringent construction requirements.\n\u2022\nOur real estate assets may be subject to impairment charges.\n\u2022\nProperties in our portfolio may be subject to ground leases; if we are found to be in breach of these ground leases or are unable to renew them, we could be materially and adversely affected.\n\u2022\nCertain properties within our portfolio are subject to restrictions, some of which contain a purchase option or right of first refusal or right of first offer in favor of a third party.\n\u2022\nCompliance with the Americans with Disabilities Act may require us to make expenditures.\n\u2022\nEnvironmental, health, safety and land use laws and regulations may limit or restrict some of our operations and compliance costs or liabilities may materially and adversely affect us.\n\u2022\nPossible terrorist activity or other acts of violence or cybersecurity incidents could adversely affect our financial condition and results of operations.\n- 5 -\n\u2022\nCovenants in our Term Loan Facility may limit our operational flexibility and a covenant breach or default could adversely affect our business and financial condition.\n\u2022\nWe have limited operating history as a REIT and an independent public company, and our inexperience may impede our ability to successfully ", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: tax law, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01968", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A.\nRISK FACTORS\nAn investment in our securities is subject to risks inherent in our business and the industry in which we operate. Before making an investment decision, you should carefully consider the risks and uncertainties described below and all other information included in this report. The risks described below may adversely affect our business, financial condition and operating results. In addition to these risks and the other risks and uncertainties described in Item 1, \u201cBusiness-Forward Looking Statements,\u201d and Item 7, \u201cManagement's Discussion and Analysis of Financial Condition and Results of Operations,\u201d there may be additional risks and uncertainties that are not currently known to us or that we currently deem to be immaterial that could materially and adversely affect our business, financial condition or operating results. The value or market price of our securities could decline due to any of these identified or other risks. Past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods.\nRisks Related to Competitive Matters\nOur future growth and success will depend on our ability to compete effectively in a highly competitive environment\nWe face substantial competition in all phases of our operations from a variety of different competitors. Our future growth and success will depend on our ability to compete effectively in this highly competitive environment. To date, our competitive strategies have focused on attracting deposits in our local markets, and growing our loan and lease portfolio by emphasizing specific commercial loan and lease products in which we have significant experience and expertise, identifying and targeting markets in which we believe we can effectively compete with larger institutions and other competitors, and offering competitive pricing to commercial borrowers with appropriate risk profiles. We compete for loans, leases, deposits and other financial services with other commercial banks, thrifts, credit unions, brokerage houses, mutual funds, insurance companies, real estate conduits, mortgage brokers and specialized finance companies. Many of our competitors offer products and services that we do not offer, and some offer loan structures and have underwriting standards that are not as restrictive as our required loan structures and underwriting standards. Some larger competitors have substantially greater resources and lending limits, name recognition and market presence that benefits them in attracting business. In addition, larger competitors may be able to price loans, leases and deposits more aggressively than we do, and because of their larger capital bases, their underwriting practices for smaller loans may be subject to less regulatory scrutiny than they would be for smaller banks. Newer competitors may be more aggressive in pricing loans, leases and deposits in order to increase their market share. Some of the financial institutions and financial services organizations with which we compete are not subject to the extensive regulations or taxation imposed on national banks and their holding companies. As a result, these nonbank competitors have certain advantages over us in accessing funding and in providing various financial services.\nChanges in market interest rates could adversely affect our financial condition and results of operations\nOur financial condition and results of operations are significantly affected by changes in market interest rates because our assets, primarily loans and leases, and our liabilities, primarily deposits, are monetary in nature. Our results of operations depend substantially on our net interest income, which is the difference between the interest income that we earn on our interest-earning assets and the interest expense that we pay on our interest-bearing liabilities. Market interest rates are affected by many factors beyond our cont", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1303942_2020.htm (CIK: 1303942, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01969", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nThe information set forth under the captions \u201cExecutive Compensation\u201d and \u201cCorporate Governance\u201d in the Proxy Statement is incorporated herein by reference.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 783412_2020.htm (CIK: 783412, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01970", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nOur financial statements, the related notes thereto and the report of independent auditors are included in this annual report beginning on page.\nItem 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1403256_2020.htm (CIK: 1403256, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01971", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION.\nThe information required by this Item is incorporated herein by reference to the definitive Proxy Statement to be filed pursuant to Regulation 14A of the Exchange Act for our 2021 Annual Meeting of Stockholders. Within 120 days after the close of our fiscal year, we intend to file with the SEC the information required by this Item.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1527613_2020.htm (CIK: 1527613, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01972", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\nCautionary Statements.\nThis annual report contains \u201cforward-looking statements,\u201d as that term is used in federal securities laws, about First Foods Group, Inc.\u2019s financial condition, results of operations and business.\nThese statements include, among others:\n\u2022\nstatements concerning the potential benefits that First Foods Group, Inc. (\u201cFirst Foods\u201d, \u201cwe\u201d, \u201cour\u201d, \u201cus\u201d, the \u201cCompany\u201d, or \u201cmanagement\u201d) may experience from its business activities and certain transactions it contemplates or has completed; and\n\u2022\nstatements of First Foods\u2019 expectations, beliefs, future plans and strategies, anticipated developments and other matters that are not historical facts. These statements may be made expressly in this Form 10-K. You can find many of these statements by looking for words such as \u201cbelieves,\u201d \u201cexpects,\u201d \u201canticipates,\u201d \u201cestimates,\u201d \u201copines,\u201d or similar expressions used in this Form 10-K. These forward-looking statements are subject to numerous assumptions, risks and uncertainties that may cause First Foods\u2019 actual results to be materially different from any future results expressed or implied by First Foods in those statements. The most important facts that could prevent First Foods from achieving its stated goals include, but are not limited to, the following:\n(a)\nvolatility or decline of First Foods\u2019 stock price;\n(b)\npotential fluctuation of quarterly results;\n(c)\nfailure of First Foods to earn significant revenues or profits;\n(d)\ninadequate capital to continue or expand its business, and inability to raise additional capital or financing to implement its business plans;\n(e)\ndecline in demand for First Foods\u2019 products and services;\n(f)\nrapid adverse changes in markets;\n(g)\nlitigation with or legal claims and allegations by outside parties against First Foods, including but not limited to challenges to First Foods\u2019 intellectual property rights;\n(h)\nreliance on proprietary merchant advance credit models, which involve the use of qualitative factors that are inherently judgmental and which could result in merchant defaults; and\n(i)\nNew regulations impacting the business.\nIn addition, there is no assurance that (i) First Foods will be profitable, (ii) First Foods will be able to successfully develop, manage or market its products and services, (iii) First Foods will be able to attract or retain qualified executives and personnel, (iv) First Foods will be able to obtain customers for its products or services, (v) additional dilution in outstanding stock ownership will not be incurred due to the issuance of more shares, warrants and stock options, or the exercise of outstanding warrants and stock options, and (vi) there are no other risks inherent in First Foods\u2019 business.\nBecause the forward-looking statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by the forward-looking statements. First Foods cautions you not to place undue reliance on the statements, which speak only of management\u2019s plans and expectations as of the date of this Form 10-K. The cautionary statements contained or referred to in this section should be considered in connection with any subsequent written or oral forward-looking statements that First Foods or persons acting on its behalf may issue. First Foods does not undertake any obligation to review or confirm analysts\u2019 expectations or estimates or to release publicly any revisions to any forward-looking statements to reflect events or circumstances after the date of this Form 10-K, or to reflect the occurrence of unanticipated events.\nGeneral\nFirst Foods is currently a \u201csmaller reporting company\u201d under the JOBS Act. A company loses its \u201csmaller reporting company\u201d status on (i) the day its public float becomes greater than or equal to $250,000,000 or (ii) had annual revenues of less than $100,000,000 and either: (A) had no public float or (B) had a publi", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1648903_2020.htm (CIK: 1648903, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01973", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nThe COVID-19 pandemic and health and safety measures intended to reduce its spread could adversely affect our business, results of operations, and financial condition.\nThe COVID-19 pandemic has caused, and continues to cause, severe disruptions with wide ranging impacts to the global economy and everyday life. We expect that our business, results of operations, liquidity, cash flows, prospects, and our ability to achieve forward-looking targets and expectations could be materially and adversely affected for at least the duration of the COVID-19 pandemic and likely longer. This could also cause significant volatility in the trading prices of our securities. The extent of the impact of the COVID-19 pandemic will depend on future developments, including the duration, severity and spread of the pandemic, health and safety actions taken to contain its spread and how quickly and to what extent normal economic and operating conditions can resume. Additionally, the COVID-19 pandemic could increase the magnitude of many of the other risks described in this Annual Report on Form 10-K and our other SEC filings and may have other adverse effects on our operations that we are not currently able to predict.\nThe scale and magnitude of adverse impacts could depend on, among other factors:\n\u2022the financial condition of our tenants and their ability or willingness to pay rent in full on a timely basis;\n\u2022the impact on rents and demand for office and retail space;\n\u2022the extent to which work-from-home policies continue subsequent to the easing of pandemic-related restrictions;\n\u2022the impact of new regulations or norms on physical space needs and expectations;\n\u2022the financial condition of the borrowers and sponsors of our debt and preferred equity investments and their ability or willingness to make interest and principal payments;\n\u2022the effectiveness of governmental measures aimed at slowing and containing the spread;\n\u2022the effect of changes in laws and regulation;\n\u2022the extent and terms associated with governmental relief programs;\n\u2022the ability of debt and equity markets to function and provide liquidity; and\n\u2022the ability to mitigate delays or cost increases associated with building materials or construction services necessary for development, redevelopment and tenant improvements\nDeclines in the demand for office space in the New York metropolitan area, and in particular midtown Manhattan, could adversely affect the value of our real estate portfolio and our results of operations and, consequently, our ability to service current debt and to pay dividends and distributions to security holders.\nThe majority of our property holdings are comprised of commercial office properties located in midtown Manhattan. Our property holdings also include some retail properties and multifamily residential properties. As a result of the concentration of our holdings, our business is dependent on the condition of the New York metropolitan area economy in general and the market for office space in midtown Manhattan in particular. Future weakness and uncertainty in the New York metropolitan area economy could materially reduce the value of our real estate portfolio and our rental revenues, and thus adversely affect our cash flow and our ability to service current debt and to pay dividends and distributions to security holders.\nWe may be unable to renew leases or relet space as leases expire.\nIf tenants decide not to renew their leases upon expiration, we may not be able to relet the space. Even if tenants do renew or we can relet the space, the terms of a renewal or new lease, taking into account among other things, the cost of improvements to the property and leasing commissions, may be less favorable than the terms in the expired leases. As of December 31, 2020, approximately 35.3% of the rentable square feet at our consolidated properties and approximately 30.6% of the rentable square feet at our unconsolidated joint venture properties are scheduled ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1040971_2020.htm (CIK: 1040971, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01974", "source": "edgar", "source_license": "public_domain", "text": "Item 6.\nSelected Financial Data\nAs a Smaller Reporting Company, we are not required to provide the information required by this item.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1077561_2020.htm (CIK: 1077561, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01975", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nThe following discussion and analysis represents an overview of the financial condition and the results of operations of First Commonwealth, and its subsidiaries, as of and for the years ended December 31, 2020, and 2019. The purpose of this discussion is to focus on information concerning our financial condition and results of operations that is not readily apparent from the Consolidated Financial Statements. In order to obtain a more thorough understanding of this discussion, you should refer to the Consolidated Financial Statements, the notes thereto and other financial information presented in this Annual Report. Refer to Management's Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K filed with the SEC on March 2, 2020 for a discussion and analysis of the factors that affected periods prior to 2019.\nCompany Overview\nFirst Commonwealth provides a diversified array of consumer and commercial banking services through our bank subsidiary, FCB. We also provide trust and wealth management services through FCB and insurance products through FCIA. At December 31, 2020, FCB operated 120 community banking offices throughout western and central Pennsylvania and northeastern, central and southwestern Ohio, as well as loan production offices in Pittsburgh, Pennsylvania, and Cleveland, Columbus, Canton, Lewis Center, Hudson and Westlake, Ohio.\nOur consumer services include Internet, mobile and telephone banking, an automated teller machine network, personal checking accounts, interest-earning checking accounts, savings accounts, health savings accounts, insured money market accounts, debit cards, investment certificates, fixed and variable rate certificates of deposit, mortgage loans, secured and unsecured installment loans, construction and real estate loans, safe deposit facilities, credit cards, credit lines with overdraft checking protection and IRA accounts. Commercial banking services include commercial lending, small and high-volume business checking accounts, on-line account management services, ACH origination, payroll direct deposit, commercial cash management services and repurchase agreements. We also provide a variety of trust and asset management services and a full complement of auto, home and business insurance as well as term life insurance. We offer annuities, mutual funds and stock and bond brokerage services through an arrangement with a broker-dealer and insurance brokers. Most of our commercial customers are small and mid-sized businesses in Pennsylvania and Ohio.\nAs a financial institution with a focus on traditional banking activities, we earn the majority of our revenue through net interest income, which is the difference between interest earned on loans and investments and interest paid on deposits and borrowings. Growth in net interest income is dependent upon balance sheet growth and maintaining or increasing our net interest margin, which is net interest income (on a fully taxable-equivalent basis) as a percentage of our average interest-earning assets. We also generate revenue through fees earned on various services and products that we offer to our customers and, less frequently, through sales of assets, such as loans, investments or properties. These revenue sources are offset by provisions for credit losses on loans, operating expenses, income taxes and, less frequently, loss on sale or other-than-temporary impairments on investment securities.\nGeneral economic conditions also affect our business by impacting our customers\u2019 need for financing, thus affecting loan growth, as well as impacting the credit strength of existing and potential borrowers.\nCritical Accounting Policies and Significant Accounting Estimates\nFirst Commonwealth\u2019s accounting and reporting policies conform to accounting principles generally accepted in the United States of Americ", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01976", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nCurrency amounts are in thousands except per-share amounts and where noted. Currencies are abbreviated as follows: the U.S. Dollar (USD or $), the Great Britain Pound (GBP or \u00a3), the Euro (EUR or \u20ac), the Australian Dollar (AUD or A$), the New Zealand Dollar (NZD) and the Canadian Dollar (CAD or C$).\nThe following comments should be read in conjunction with the accompanying financial statements.\nOverview.\nThe final calendar quarter (4Q) of 2020 continued a trend of financial recovery from the \u201cCOVID-19 depression\u201d in 2Q 2020 caused by government policies restricting medical procedures deemed nonessential, such as tubal ligation and loop excision of the transformation zone in which a significant portion of the products of Utah Medical Products, Inc. (Nasdaq: UTMD) are focused.\nUTMD management believes that the presentation of sequential 2020 quarterly comparisons provides meaningful supplemental information to both management and investors. Results for any given three month period in comparison with a previous year\u2019s same three month period may vary as a result of several factors: foreign currency exchange rates for sales invoiced in foreign currencies, uneven international distributor and OEM customer order patterns as a result of purchasing larger quantities of devices at a time, and the timing of ups and downs in government restrictions during the pandemic. The following table provides the sequential quarterly percentage changes in financial results for each income statement category, comparing the same periods in 2020 and 2019:\nIn summary, 4Q 2020 was UTMD\u2019s best revenue quarter of the year, almost 2% higher than the pre-pandemic 4Q 2019. Consolidated total worldwide revenues for the 2020 year were 10% lower than in 2019, after being down 26% in 2Q 2020. Direct to end user sales, which drive UTMD\u2019s overall profitability, were 14% lower for the 2020 year after being down 39% in the dismal 2Q 2020.\nA comparison of 4Q and Year 2020 results with the results in the same periods of 2019, according to U.S. Generally Accepted Accounting Principles (US GAAP), is affected by some income tax provision adjustments not related to normal operations: 1) 4Q 2019 net income was increased $582 ($.156 increase in EPS) as a result of final adjustments made to state of Utah tax estimates following the December 2017 U.S. \u201cTax Cuts and Jobs Act\u201d (TCJA), enacted in late 2017, and 2) 2Q 2020 net income was decreased $225 ($.061 decrease in EPS) by a long term deferred tax liability increase on the balance of Femcare intangible assets (the amortization of which is not tax-deductible in the UK) as a result of a change in the UK income tax rate. The $225 increase in deferred UK taxes over the next six years, according to US GAAP, must be booked in the quarter in which the tax law change was enacted. The UK decided to not reduce its corporate income tax rate from 19% to 17% beginning in 2Q 2020, as was previously enacted. UTMD management believes that the presentation of results excluding the unfavorable deferred tax liability adjustment to its 2Q 2020 net income and the favorable tax-related adjustments to 4Q 2019 net income provides meaningful supplemental information to both management and investors that is more clearly indicative of UTMD\u2019s operating results in 2020 compared to 2019. The non-US GAAP exclusion only affects Net Income and Earnings Per Share. All other income statement categories at and above the EBT line were unaffected by the tax provision adjustments.\nExcluding the 2Q 2020 deferred tax liability increase and concomitant \u201cone-time\u201d income statement tax provision increase resulting from the enactment of the UK corporate income tax change, and favorable tax provision adjustments in 4Q 2019 related to the U.S. TCJA, UTMD\u2019s non-US GAAP Net Income and Earnings Per Share (EPS) quarterly percentage changes follow:\nIn other words, ignoring the incom", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, deferred tax, tax rate, tax provision. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01977", "source": "edgar", "source_license": "public_domain", "text": "Item 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nINDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nTo the Stockholders and the Board of Directors of Hub Group, Inc.\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheets of Hub Group, Inc. (the Company) as of December 31, 2020 and 2019, the related consolidated statements of income and comprehensive income, stockholders' equity and cash flows for each of the three years in the period ended December 31, 2020, and the related notes and financial statement schedule listed in the Index at Item 15(b) (collectively referred to as the \u201cconsolidated financial statements\u201d). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with U.S. generally accepted accounting principles.\nWe also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 26, 2021 expressed an unqualified opinion thereon.\nBasis for Opinion\nThese financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company\u2019s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\nCritical Audit Matter\nThe critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below providing a separate opinion on the critical audit matter or on the account or disclosure to which it relates.\nClaims Accruals\nDescription of the Matter\nAt December 31, 2020, the Company\u2019s aggregate accrued liability related to auto and workers\u2019 compensation claims, inclusive of amounts expected to be paid above its self-insured retention limits, was $32.1 million. As explained in Note 1 of the consolidated financial statements, the Company recognizes a liability at the time of an incident based upon the nature and s", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 940942_2020.htm (CIK: 940942, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01978", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nTo the Board of Directors and Stockholders\nGPO Plus, Inc. (formerly Global House Holdings Ltd.)\nLas Vegas, NV\nOpinion on the Financial Statements\nWe have audited the accompanying balance sheets of GPO Plus, Inc. (formerly Global House Holdings Ltd.) (the Company) as of April 30, 2020 and 2019, and the related statements of operations, stockholders\u2019 equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of April 30, 2020 and 2019, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.\nConsideration of the Company\u2019s Ability to Continue as a Going Concern\nThe accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has suffered recurring losses and has no operations which raise substantial doubt about its ability to continue as a going concern. Management\u2019s plans in regard to these matters are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.\nBasis for Opinion\nThese financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company\u2019s internal control over financial reporting. Accordingly, we express no such opinion.\nOur audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provides a reasonable basis for our opinion.\n/s/ Pinnacle Accountancy Group of Utah\nWe have served as the Company\u2019s auditor since 2018.\nPinnacle Accountancy Group of Utah\nFarmington, Utah\nSeptember 25, 2020\nGPO PLUS, INC.\n(formerly GLOBAL HOUSE HOLDINGS LTD.)\nAUDITED BALANCE SHEETS\nThe accompanying notes are an integral part of these audited financial statements.\nGPO PLUS, INC.\n(formerly GLOBAL HOUSE HOLDINGS LTD.)\nAUDITED STATEMENTS OF OPERATIONS\nThe accompanying notes are an integral part of these audited financial statements.\nGPO PLUS, INC.\n(formerly GLOBAL HOUSE HOLDINGS LTD.)\nAUDITED STATEMENTS OF CHANGES IN STOCKHOLDERS\u2019 EQUITY (DEFICIT)\nFOR THE YEARS ENDED APRIL 30, 2020 AND 2019\n*Retroactively restated reverse stock split 12:1\nThe accompanying notes are an integral part of these audited fina", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1673475_2020.htm (CIK: 1673475, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01979", "source": "edgar", "source_license": "public_domain", "text": "Item 1A.\nRisk Factors\nWe operate in a dynamic and rapidly changing business environment that involves risks and substantial uncertainty. The following discussion addresses risks and uncertainties that could cause, or contribute to causing, actual results to differ from expectations in material ways. In evaluating our business, investors should pay particular attention to the risks and uncertainties described below and in other sections of this Annual Report on Form 10-K and in our subsequent filings with the SEC. These risks and uncertainties, or other events that we do not currently anticipate or that we currently deem immaterial also may affect our results of operations, cash flows and financial condition. The trading price of our common stock could also decline due to any of these risks, and you could lose all or part of your investment.\nRisks Related to the Discovery, Development and Commercialization of Our Product Candidates\nOur business is almost entirely dependent on the success of QLS-215 as a potential treatment for HAE, a program that we only recent acquired and that is in pre-clinical development.\nOur business is almost entirely dependent on the success of QLS-215, which is in the pre-clinical stage of development, and has only produced results in pre-clinical and non-clinical settings. We acquired QLS-215 in connection with our acquisition of Quellis in January 2021. The acquisition of Quellis involves numerous risks, including the inability to effectively integrate the QLS-215 program into our preclinical and clinical operations or realize the expected benefits from the acquisition, which could materially harm our operating results. We cannot give any assurance that we will generate clinical or other data for QLS-215 sufficiently supportive to receive regulatory approval, which will be required before it can be commercialized. We have not filed an IND with the FDA for QLS-215 and have had no interactions with the FDA regarding our clinical development plans for QLS-215. We may experience issues surrounding preliminary trial execution, such as delays in filing our planned IND, delays in FDA acceptance of our planned IND, revisions in trial design and finalization of trial protocols, difficulties with patient recruitment and enrollment, quality and provision of clinical supplies, or early safety signals. QLS-215 will require significant preclinical and clinical development, regulatory review and approval, substantial investment, access to sufficient commercial manufacturing capacity and significant marketing efforts before we can generate any revenue from product sales.\nUntil late 2020, we were largely focused on discovering and developing novel small molecule drugs by applying our SMART Linker drug discovery platform. With the acquisition of Quellis, we have shifted our focus to QLS-215. Unlike our prior product candidates, which were small molecules, QLS-215 is a humanized monoclonal antibody. As a result, we will face different regulatory, manufacturing, and research and discovery requirements and demands.\nThe success of our business, including our ability to finance our company and generate any revenue in the future, will primarily depend on the successful development, regulatory approval and commercialization of QLS-215, which may never occur. Given that QLS-215 is in preclinical development, it will be years before we are able to demonstrate safety and efficacy of QLS-215 sufficient to warrant approval for commercialization, and we may never be able to do so. If we are unable to develop, or obtain regulatory approval for, or, if approved, successfully commercialize QLS-215, we may not be able to generate sufficient revenue to continue our business and our business would be materially harmed.\nResults of preclinical studies and early clinical trials may not be predictive of results of future clinical trials.\nThe outcome of preclinical studies and early clinical trials may not be predictive of the success of lat", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1454789_2020.htm (CIK: 1454789, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01980", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk.\nWe may be subject to financial market risks, including changes in interest rates. To the extent that we borrow money to make investments, our net investment income will be dependent upon the difference between the rate at which we borrow funds and the rate at which we invest these funds. In periods of rising interest rates, our cost of funds would increase, which may reduce our net investment income. As a result, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income.\nAs of December 31, 2020, we had 14 investments with an aggregate principal balance of $292.2 million, net of obligations under participation agreements, that provide for interest income at an annual rate of LIBOR plus a spread, 12 of which are subject to a LIBOR floor. A decrease of 100 basis points in LIBOR would decrease our annual interest income, net of interest expense on participation agreements, by approximately $0.1 million, and an increase of 100 basis points in LIBOR would increase our annual interest income, net of interest expense on participation agreements, by approximately $0.7 million.\nAdditionally, we had $44.0 million of borrowings outstanding under a mortgage loan payable that bear interest at an annual rate of LIBOR plus 3.85% with a LIBOR floor of 2.23%, that is collateralized by an office building; and $107.6 million of borrowings outstanding under an indenture and credit facility that bear interest at an annual rate of LIBOR plus 4.25% with a LIBOR floor of 1.0% collateralized by $184.2 million of first mortgages. A decrease of 100 basis points in LIBOR had no impact on our total annual interest expense because the debts are protected by LIBOR floors and an increase of 100 basis points in LIBOR would increase our annual interest expense by approximately $0.2 million.\nAt the end of 2021, banks will no longer be required to report information that is used to determine LIBOR. As a result, LIBOR could be discontinued. The Alternative Reference Rates Committee, a steering committee comprised of large U.S. financial institutions convened by the U.S. Federal Reserve, has recommended SOFR as a more robust reference rate alternative to U.S. dollar LIBOR. SOFR is calculated based on overnight transactions under repurchase agreements, backed by Treasury securities. SOFR is observed and backward looking, which stands in contrast with LIBOR under the current methodology, which is an estimated forward-looking rate and relies, to some degree, on the expert judgment of submitting panel members. Given that SOFR is a secured rate backed by government securities, it will be a rate that does not take into account bank credit risk (as is the case with LIBOR). SOFR is therefore likely to be lower than LIBOR and is less likely to correlate with the funding costs of financial institutions. Whether or not SOFR attains market traction as a LIBOR replacement tool remains in question. As such, the future of LIBOR at this time is uncertain.\nPotential changes, or uncertainty related to such potential changes, may adversely affect the market for LIBOR-based loans, including our portfolio of LIBOR-indexed, floating-rate loans, or the cost of our borrowings. In addition, changes or reforms to the determination or supervision of LIBOR may result in a sudden or prolonged increase or decrease in reported LIBOR, which could have an adverse impact on the market for LIBOR-based loans, including the value of the LIBOR-indexed, floating-rate loans in our portfolio, or the cost of our borrowings. In the event LIBOR is unavailable, our investment documents provide for a substitute index, on a basis generally consistent with market practice, intended to put us in substantially the same economic position as LIBOR.\nWe may hedge against interest rate fluctuations by using standard hedging instruments, such as futures, options and", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1674356_2020.htm (CIK: 1674356, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01981", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk.\nOur earnings could be affected by changes in interest rates due to the impact those changes have on our variable rate debt obligations, which represented 27.3% of our total debt as of December 31, 2020. If interest rates average one percentage point more in fiscal year 2021 than they did during 2020, our interest expense would increase by $8.9 million, after considering the effects of interest rate hedges. In comparison, at December 31, 2019, we estimated that if interest rates averaged one percentage point more in fiscal year 2020 than they did during 2019, our interest expense would increase by $5.3 million. The impact of an increase in interest rates was determined based on the impact of the hypothetical change in interest rates and scheduled principal payments on our variable-rate debt obligations as of December 31, 2020 and 2019. A one percentage point increase in the interest rate yield would decrease the fair value of the fixed rate debt by approximately $159.3 million. A one percentage point decrease in the interest rate yield would increase the fair value of the fixed rate debt by approximately $172.9 million.\nWe also may use derivative instruments to mitigate the impact of changes in natural gas and diesel fuel prices and changes in foreign currency exchange rates. Hedge transactions for natural gas and diesel fuel are based on the New York Mercantile Exchange for natural gas and heating oil. Foreign currency hedges are valued based on currency spot and forward rates and forward points. Hedge transactions are settled with the counterparty in cash. As of December 31, 2020, a hypothetical 10% change in foreign currency exchange rates on our forward contracts would not have a material impact on the Consolidated Financial Statements. As of December 31, 2020, the effect of the commodity hedge transactions on the Consolidated Financial Statements for the periods presented in this Annual Report on Form 10-K was not significant.\nIn addition, we are subject to market risk related to our net investments in our foreign subsidiaries. The net investment in foreign subsidiaries as of December 31, 2020 was $92.4 million. The impact of such market risk exposures as a result of foreign exchange rate fluctuations has not historically been material to us.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 99780_2020.htm (CIK: 99780, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01982", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data\nThe following table presents our selected consolidated financial data and operating data as of and for the dates indicated. The data under the captions \"Statement of Income Data\" and \"Balance Sheet Data\" have been derived from our audited consolidated financial statements. The remainder is derived from other records of ours. You should read the selected consolidated financial data together with \"Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\" and our audited and unaudited consolidated financial statements and notes thereto that are included in this report, and in our quarterly and periodic filings.\n________________________\n(1)Income before income tax expense divided by weighted average shares outstanding-basic. Included for illustrative purposes because some of the periods presented include significant income tax expense or benefit.\n(2)Income before income tax expense divided by weighted average shares outstanding-diluted. Included for illustrative purposes because some of the periods presented include significant income tax expense or benefit.\n________________________\n(1) Receivables related to the third party portfolios, on which we earn only a servicing fee.\n(2)Excludes receivables related to the third party portfolios.\n(3)Total expenses excluding provision for credit losses, provision for contingent liabilities, interest expense, loss on sale of receivables and impairment loss on residual assets.\n(4)For further information regarding delinquencies and the managed portfolio, see the table captioned \"Delinquency Experience,\" in Item 1, Part I of this report and the notes to that table.\n(5)Net charge-offs include the remaining principal balance, after the application of the net proceeds from the liquidation of the vehicle (excluding accrued and unpaid interest) and amounts collected subsequent to the date of the charge-off, including some recoveries which have been classified as other income in the accompanying consolidated financial statements. For further information regarding charge-offs, see the table captioned \"Net Charge-Off Experience,\" in Item I, Part I of this report and the notes to that table.\n(6)The finance receivables portfolio is comprised of contracts we acquired prior to January 2018. The fair value receivables portfolio is comprised of contracts we have acquired since January 2018.\n(7)ASC 326 was adopted in 2020 for the finance receivables portfolio. The allowance for finance credit losses for the year ended December 31, 2020 represent expected lifetime credit losses.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax expense. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01983", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nReport of Independent Registered Public Accounting Firm\nTo the Board of Directors and Stockholders of BJ\u2019s Wholesale Club Holdings, Inc.\nOpinions on the Financial Statements and Internal Control over Financial Reporting\nWe have audited the accompanying consolidated balance sheets of BJ\u2019s Wholesale Club Holdings, Inc. and its subsidiaries (the \u201cCompany\u201d) as of February 1, 2020 and February 2, 2019, and the related consolidated statements of operations and comprehensive income, of contingently redeemable common stock and stockholders' deficit and of cash flows for each of the three years in the period ended February 1, 2020, including the related notes (collectively referred to as the \u201cconsolidated financial statements\u201d). We also have audited the Company's internal control over financial reporting as of February 1, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).\nIn our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of February 1, 2020 and February 2, 2019, and the results of its operations and its cash flows for each of the three years in the period ended February 1, 2020 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of February 1, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.\nChange in Accounting Principle\nAs discussed in Note 2 to the consolidated financial statements, the Company changed the manner in which it accounts for leases in 2019.\nBasis for Opinions\nThe Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management\u2019s Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company\u2019s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.\nOur audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal co", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1531152_2020.htm (CIK: 1531152, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01984", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11 - EXECUTIVE COMPENSATION\na.)\nThere was no exercise of options and SARs during the fiscal year ended December 31, 2020.\nAggregated Option/SAR Exercises in Last Fiscal Year\nAnd FY-End Option/SAR Values\nNONE\nb.)\nThe Registrant has no employment agreements with any of its Executive Officers or Directors.\nc.)\nThe Registrant has no compensation committee at this time.\nd.)\nStock Performance Graph is not applicable.\nTOTAL RETURN TO SHAREHOLDERS\n(DIVIDENDS REINVESTED MONTHLY)\nKenilworth has not declared a dividend since its inception in 1968.\ne.)\nThe following table sets forth the total compensation of the President and each Executive Officer of Kenilworth whose total salary and bonus exceeds $100,000.\nNo Executive Officer received any compensation more than $100,000 during the past three (3) fiscal years.\nITEM 12", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 55234_2020.htm (CIK: 55234, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01985", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data\n1Includes impact of the following items: loss on the extinguishment of debt of $279 million, lease impairments of $120 million, employee severance charges of $66 million, IHS Markit merger costs of $24 million, a $16 million gain on dispositions, a technology-related impairment charge of $12 million, lease-related costs of $11 million, Kensho retention related expense of $11 million, a pension related charge of $3 million and amortization of intangibles from acquisitions of $123 million.\n2Includes the impact of the following items: a pension related charge of $113 million, costs associated with early repayment of our Senior Notes of $56 million, a $49 million gain on dispositions, employee severance charges of $25 million, Kensho retention related expense of $21 million, lease impairments of $11 million, acquisition-related costs of $4 million and amortization of intangibles from acquisitions of $122 million.\n3Includes the impact of the following items: legal settlement expenses of $74 million, Kensho retention related expense of $31 million, restructuring charges related to a business disposition and employee severance charges of $25 million, lease impairments of $11 million, a pension related charge of $5 million and amortization of intangibles from acquisitions of $122 million.\n4Includes the impact of the following items: legal settlement expenses of $55 million, employee severance charges of $44 million, a charge to exit leased facilities of $25 million, non-cash acquisition and disposition-related adjustments of $15 million, a pension related charge of $8 million, an asset write-off of $2 million and amortization of intangibles from acquisitions of $98 million.\n5Includes the impact of the following items: a $1.1 billion gain from our dispositions, a benefit related to net legal settlement insurance recoveries of $10 million, disposition-related costs of $48 million, a technology-related impairment charge of $24 million, employee severance charges of $6 million, a $3 million disposition-related reserve release, an acquisition-related cost of $1 million and amortization of intangibles from acquisitions of $96 million.\n6Includes $4 million of tax benefit related to prior year divestitures in 2020 and $149 million of tax expense due to U.S. tax reform, primarily associated with the deemed repatriation of foreign earnings, which was partially offset by a $21 million tax benefit related to prior year divestitures in 2017.\n7Includes the impact of the $16 million gain on dispositions in 2020, the $49 million gain on dispositions in 2019 and the $1.1 billion gain on dispositions in 2016.\n8Working capital is calculated as current assets less current liabilities.\n9Includes short-term debt of $399 million as of December 31, 2017.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: tax expense, tax benefit, tax reform. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01986", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\nAs a smaller reporting company, we are not required to provide this information.\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1533040_2020.htm (CIK: 1533040, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01987", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation.\nIncorporated by reference to the information under the caption \u201cExecutive Compensation\u201d in our Definitive Proxy Statement.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1175483_2020.htm (CIK: 1175483, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01988", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nYou should consider carefully the following risks, along with other information contained in this Annual Report on Form 10-K. The risks and uncertainties described below are not the only ones that may affect us. Additional risks and uncertainties may also adversely affect our business and operations, including those discussed in Item 7 - Management\u2019s Discussion and Analysis of Financial Condition and Results of Operation, below. If any of the following risks actually occur, our business, result of operations, and financial condition could be adversely affected.\nWe have a history of incurring net losses and, currently, we are not generating any revenue. There can be no assurances that we will generate any revenue in the future, achieve profitable operations or continue as a going concern.\nAs of the year ended December 31, 2020, we had an accumulated deficit of $52,114,986. Our losses resulted principally from general and administrative costs relating to our operations. Currently, we are not generating any revenue from operations, and we expect to incur sizeable and increasing losses in 2020. Historically, we have financed our operations with the proceeds from issuances of equity and debt securities, including, most recently, issuances of promissory notes. In the past, we also provided for our cash needs by issuing shares of our Common Stock, options and warrants as payment for certain operating costs, including consulting and professional fees, as well as divesting our minority equity interests and equity-linked investments.\nOur history of operating losses, limited cash resources and the absence of an operating plan necessary to capitalize on our assets raise substantial doubt about our ability to continue as a going concern, absent a strengthening of our cash position. Management is currently pursuing various funding options, including seeking debt or equity financing, licensing opportunities and the sale of certain investment holdings, as well as a strategic, merger or other transaction to obtain additional funding to recommence operation and to continue the development of, and to successfully commercialize, our products. There can be no assurance that we will be successful in our efforts. Should we be unable to obtain adequate financing or generate sufficient revenue in the future, our business, result of operations, liquidity and financial condition would be materially and adversely harmed, and we will be unable to continue as a going concern.\nThere can be no assurance that, assuming we are able to strengthen our cash position, we will achieve adequate revenue or profitable operations sufficient to continue as a going concern.\nOur ability to re-commence and support operations and continue as a going concern is dependent upon raising adequate financing. We may not be able to obtain such capital on a timely basis or under commercially reasonable terms, if at all.\nWe expect that the capital required to re-commence our operations will be substantial, and the extent of this need will depend on many factors, some of which are beyond our control, including the continued development of our product candidates; the costs associated with maintaining, protecting and expanding our patent and other intellectual property rights; future payments, if any, received or made under existing or possible future collaborative arrangements, including pursuant to the Preprogen Agreement; the timing of regulatory approvals needed to market our product candidates; and market acceptance of our products. Although we are pursuing various funding and related options to re-commence operations and, ultimately, commercialize our innovative PAD-based products, management has been unsuccessful to date in securing sufficient financing. There can be no assurance that we will be successful in our efforts to obtain adequate financing. Should we be unable to raise adequate financing or generate revenue in the future, our business prospects wou", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 820608_2020.htm (CIK: 820608, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01989", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data.\nThe following selected financial data as of and for the four years ended June 30, 2020 is derived from the audited consolidated financial statements of USA Technologies. The selected financial data as of and for the year ended June 30, 2016 is unaudited and was derived from our unaudited consolidated financial statements which were prepared on the same basis as our audited consolidated financial statements. The selected financial data should be read in conjunction with Item 7, \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d and the Consolidated Financial Statements and related Notes thereto included in this 10-K under the caption Item 8, \u201cFinancial Statements and Supplementary Data.\u201d\n_____________________________________\n(1)\nAs discussed in Note 2-Accounting Policies, revenue for the years ended June 30, 2018 and prior is not comparable to revenue for the years ended June 30, 2019 and after due to our adoption of Accounting Standards Codification 606, Revenue from Contracts with Customers.\n(2)\nNet loss for the year ended June 30, 2016 includes income tax expense of $30 million for the increase of tax valuation allowance.\n(3)\nFinancial statement results beginning in the year ended June 30, 2018 include the results of Cantaloupe since the acquisition by the Company.\n(4)\nAs discussed in Note 2-Accounting Policies, the Company identified certain adjustments that were required to be made to its previously disclosed fiscal year 2019 interim and annual financial statements.\n(5)\nConnections are defined in Item 1. Business.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax expense. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01990", "source": "edgar", "source_license": "public_domain", "text": "Item 6. SELECTED FINANCIAL DATA\nFive-Year Financial Summary\nThe following selected financial data for the five fiscal years presented are derived from the Company\u2019s audited Consolidated Financial Statements. The data should be read in conjunction with the Consolidated Financial Statements and the related notes thereto included elsewhere in this Annual Report on Form 10-K.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 820318_2020.htm (CIK: 820318, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01991", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nReference is made to Pages through comprising a portion of this Annual Report on Form 10-K.\nITEM 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1720025_2020.htm (CIK: 1720025, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01992", "source": "edgar", "source_license": "public_domain", "text": "Item 11.\nExecutive Compensation.\nInformation relating to this item is set forth under the captions \u201cCompensation Discussion and Analysis,\u201d \u201cDirector Compensation,\u201d \u201cCompensation Committee Interlocks and Insider Participation\u201d and \u201cCompensation Committee Report on Executive Compensation\u201d of our 2020 Proxy Statement. Such information is incorporated herein by reference.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1443646_2020.htm (CIK: 1443646, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01993", "source": "edgar", "source_license": "public_domain", "text": "Item 6.Selected Financial Data.\nYou should read the selected historical consolidated financial data below in conjunction with the section titled \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d and the audited consolidated financial statements included elsewhere in this report. The selected consolidated financial data included in this section are not intended to replace the consolidated financial statements included elsewhere in this Annual Report on Form 10-K. We derived the selected consolidated statements of operations data for the years ended December 31, 2020, 2019 and 2018 and the selected consolidated balance sheet data at December 31, 2020 and 2019 from our audited consolidated financial statements included elsewhere in this report on Form 10-K. The consolidated statement of operations data for the year ended December 31, 2017, and the consolidated balance sheet data as of December 31, 2018 and 2017, was derived from our audited consolidated financial statements in the Annual Report on Form 10-K for the year ended December 31, 2019. Our historical results are not necessarily indicative of the results that may be expected in the future.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1628171_2020.htm (CIK: 1628171, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01994", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nOVERVIEW\nOperational Overview. We are a leading provider of accredited calibration, repair, inspection and laboratory instrument services and a value-added distributor of professional grade handheld test, measurement and control instrumentation.\nWe operate our business through two reportable business segments, Service and Distribution, which offer a comprehensive range of services and products to the same customer base.\nOur strength in our Service segment is based upon our wide range of disciplines, our investment in quality systems and our ability to provide accredited calibrations to customers in highly-regulated targeted market segments. Our services range from the calibration and repair of a single unit to managing a customer\u2019s entire calibration program. We believe our Service segment offers an opportunity for long-term growth and the potential for continuing revenue from established customers with regular calibration cycles and recurring laboratory instrument service requirements.\nOur Service segment has shown consistent revenue growth over the past several years, ending fiscal year 2020 with its 44th consecutive quarter of year-over-year growth. This segment has benefited from both organic growth as well as acquisitions over those 44 quarters. The business acquisitions that we made have been heavily focused on expanding our service capabilities, increasing our geographic reach and leveraging our Calibration Service Centers and other infrastructure to create operational synergies. Our total Service revenue growth was 10.7% for fiscal year 2020 compared to fiscal year 2019. The Service segment gross margin increased by 40 basis points. Service gross profit and gross margin were positively impacted by productivity improvements from various initiatives including more robust data analytics and improved onboarding, training and retention of our service technicians. In fiscal year 2020, we invested in a software solution for the automation of calibration procedures and datasheet generation. This investment is expected to further enhance our operational efficiency efforts and allow us to build out a commercialized platform capable of facilitating calibration automation for various disciplines. We are in the early testing phases with the rollout for the first limited set of calibration disciplines. Following that, we plan to develop automation opportunities for additional disciplines.\nIn our Distribution segment, we sell and offer for rent, professional grade handheld test and measurement instruments. Because we specialize in professional grade handheld test and measurement instruments, as opposed to a wide array of industrial products, our sales and customer service personnel can provide value-added technical assistance to our customers to aid them in determining what product best meets their particular application requirements. We have expertise in the procurement and sale of used equipment, furthering our ability to add value for our customers. We also have a higher-end electronic test and measurement equipment rental business that augments our organically grown test and measurement equipment rental business. Through our website and sales teams, customers can place orders for test and measurement instruments and can elect to have their purchased instruments calibrated and certified by our Calibration Service Centers before shipment as well as on regular post-purchase intervals. Pre-shipment calibration and certification allows our customers to place newly purchased instruments into service immediately upon receipt.\nSales in our Distribution segment are generally not consumable items but are instruments purchased as replacements, upgrades or for expansion of manufacturing or research and development facilities. As such, this segment can be heavily impacted by changes in the economic environment. As customers increase or decrease capit", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 99302_2020.htm (CIK: 99302, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01995", "source": "edgar", "source_license": "public_domain", "text": "Item 1A.\nRisk Factors.\nThe following risk factors and other information included in this Annual Report on Form 10-K should be carefully considered. If any of the following risks occur, our business, financial condition, results of operations and future growth prospects could be materially and adversely affected.\nRisks Related to Our Financial Position and Need for Additional Capital\nWe have incurred significant losses since inception and anticipate that we will incur continued losses for the foreseeable future. We may never achieve or maintain profitability.\nWe are a clinical-stage genome editing company with a limited operating history. We have incurred net losses in each year since our inception, including a net loss of $32.6 million for the year ended December 31, 2020. As of December 31, 2020, we had an accumulated deficit of approximately $100.0 million. In addition, we have not commercialized any products and have never generated any revenue from product sales. We have devoted most of our financial resources to research and development, including our preclinical development activities. We expect to continue to incur significant additional operating losses for the foreseeable future as we seek to advance LB-001, our lead product candidate, through clinical development, expand our research and development capabilities and activities, develop new product candidates and advance them through preclinical and clinical development, advance the development of our GeneRide technology platform, initiate and complete clinical trials, seek regulatory approval and, if we receive approval from the U.S. Food and Drug Administration, or FDA, commercialize our product candidates. Our net losses may fluctuate significantly from quarter to quarter and year to year. Because of the numerous risks and uncertainties associated with genetic medicine product development, we are unable to accurately predict the timing or amount of increased expenses, when, if ever, we will generate revenue from the commercialization of products or whether we will achieve or maintain profitability. We anticipate that our expenses will also increase substantially if and as we:\n\u2022\ncontinue our current research programs and our preclinical development of any product candidates from our current research programs;\n\u2022\ninitiate our SUNRISE Phase 1/2 clinical trial for LB-001 in methylmalonic acidemia, or MMA, and any other product candidates we identify and develop;\n\u2022\nseek to identify, assess, acquire and/or develop additional research programs and additional product candidates;\n\u2022\nseek marketing approvals for any product candidates that successfully complete clinical trials;\n\u2022\ndevelop, optimize, scale and validate a manufacturing process and analytical methods for any product candidates we may develop;\n\u2022\nestablish and build out internal process and analytical development capabilities and preclinical and clinical grade production;\n\u2022\nobtain market acceptance of any product candidates we may develop as viable treatment options;\n\u2022\naddress competing technological and market developments;\n\u2022\nmaintain, expand and protect our intellectual property portfolio and provide reimbursement of third-party expenses related to our patent portfolio;\n\u2022\nfurther develop our GeneRide technology platform;\n\u2022\nhire additional technical, quality, regulatory, clinical, scientific and commercial personnel and add operational, financial and management information systems and personnel, including personnel to support our process and product development, manufacturing and planned future commercialization efforts;\n\u2022\nmake royalty, milestone or other payments under current or future in-license agreements;\n\u2022\nestablish and maintain supply chain and manufacturing relationships with third parties that can provide adequate products and services, in both amount, timing and quality, to support clinical development and the market demand for any product candidate for which we obtain regulatory and marketing approval;\n\u2022", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1664106_2020.htm (CIK: 1664106, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01996", "source": "edgar", "source_license": "public_domain", "text": "Item 1a. Risk Factors\nGeneral Risks Related to our Business and Technology\nDrug development is a long and inherently uncertain process with a high risk of failure at every stage of development.\nDrug development is a highly uncertain scientific and medical endeavor, and failure can unexpectedly occur at any stage of clinical development. Typically, there is a high rate of attrition for product candidates in preclinical and clinical trials due to scientific feasibility, safety, efficacy, changing standards of medical care and other variables. Pre-clinical studies and clinical trials are long, expensive and highly uncertain processes that can take many years. It will take us several years to complete our clinical trials and the time required for completing, testing and obtaining approvals is uncertain. The start or end of a clinical trial is often delayed or halted due to changing regulatory requirements, manufacturing challenges, required clinical trial administrative actions, slower than anticipated patient enrollment, changing standards of care, availability or prevalence of use of a comparator drug or required prior therapy, clinical outcomes, or financial constraints. The FDA and other U.S. and foreign regulatory agencies have substantial discretion, at any phase of development, to terminate clinical trials, require additional clinical development or other testing, delay, condition or withhold registration and marketing approval and mandate product withdrawals, including recalls. Additionally, we may also amend, suspend or terminate clinical trials at any time if we believe that the participating patients are being exposed to unacceptable health risks. Results attained in our single early human clinical trial may not be indicative of results in later clinical trials. Our failure to demonstrate adequately the safety and efficacy of a product under development would delay or prevent marketing approval, which could adversely affect our operating results and credibility. The failure of one or more of our product candidates could have a material adverse effect on our business, financial condition and results of operations.\nThe future of our business and operations depends on the success of our development and commercialization programs.\nOur business and operations entail a variety of serious risks and uncertainties and are inherently risky. The development programs on which we focus involve novel approaches to treating bone cancer and related diseases. Our product candidates are in clinical development, and in some respects, involve technologies with which we have limited prior experience. We are subject to the risks of failure inherent in the development and commercialization of product candidates based on new technologies. There is some precedent for the successful commercialization of products based on our technologies, but there are still a number of technological challenges that we must overcome to complete our clinical trials and development efforts. We may not be able to successfully further develop our product candidates. We must successfully complete clinical trials and obtain regulatory approvals for potential commercial products. Once approved, if at all, commercial product sales are subject to general and industry-specific local and international economic, regulatory, technological and policy developments and trends. Delays, higher costs or other weaknesses in the manufacturing process or any of our contracted manufacturing organizations could hinder the development and commercialization of our product pipeline. The oncology space in which we operate presents numerous significant risks and uncertainties that may be expected to increase to the extent it becomes more competitive or less favored in the commercial healthcare marketplace.\nIf we do not obtain regulatory approval for our product candidates on a timely basis, or at all, or if the terms of any approval impose significant restrictions or limitations on use, our", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1310527_2020.htm (CIK: 1310527, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01997", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nThe information required by this Item is set forth in our Proxy Statement for the 2021 Annual Meeting of Stockholders to be filed with the SEC within 120 days of December 31, 2020 and is incorporated into this Annual Report by reference.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 885725_2020.htm (CIK: 885725, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01998", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nReferences to the \u201ccompany,\u201d \u201cRibbit LEAP,\u201d \u201cour,\u201d \u201cus,\u201d or \u201cwe\u201d refer to Ribbit LEAP, Ltd. The following discussion and analysis of the company\u2019s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Annual Report on Form 10-K. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.\nCautionary Note Regarding Forward-Looking Statements\nAll statements other than statements of historical fact included in this Annual Report on Form 10-K including, without limitation, statements regarding our financial position, business strategy and the plans and objectives of management for future operations, are forward looking statements. When used in this Annual Report on Form 10-K, words such as \u201canticipate,\u201d \u201cbelieve,\u201d \u201ccontinue,\u201d \u201ccould,\u201d \u201cestimate,\u201d \u201cexpect,\u201d \u201cintends,\u201d \u201cmay,\u201d \u201cmight,\u201d \u201cplan,\u201d \u201cpossible,\u201d \u201cpotential,\u201d \u201cpredict,\u201d \u201cproject,\u201d \u201cshould,\u201d \u201cwould\u201d or the negative of such terms or other similar expressions, as they relate to us or our management, identify forward looking statements. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other SEC filings. Such forward looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, our management. No assurance can be given that results in any forward-looking statement will be achieved and actual results could be affected by one or more factors, which could cause them to differ materially. The cautionary statements made in this Annual Report on Form 10-K should be read as being applicable to all forward-looking statements whenever they appear in this Annual Report. For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in our filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph.\nOverview\nWe are a blank check company incorporated on July 7, 2020 as a Cayman Islands exempted company with limited liability for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.\nWe have not selected any specific business combination target. We intend to effectuate our initial business combination using cash from the proceeds of our Initial Public Offering and the private placement, our shares, debt or a combination of cash, equity, and debt.\nThe registration statement for our Initial Public Offering was declared effective on September 10, 2020. On September 15, 2020, we consummated the initial public offering of 40,250,000 units, including the 5,250,000 units as a result of the underwriters\u2019 exercise of their over-allotment option at $10.00 per unit, generating gross proceeds of $402.5 million and incurring offering costs of approximately $22.9 million, inclusive of approximately $14.1 million in deferred underwriting commissions. Each unit consists of one Class A ordinary share, $0.0001 par value per share, and one-fifth of one redeemable warrant, each whole public warrant entitling the holder thereof to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment.\nSimultaneously with the closing of the Initial Public Offering, we consummated the private placement of 1,005,000 Class A ordinary generating gross proceeds of $10.1 million.\nUpon the closing of the Initial Public Of", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1818346_2020.htm (CIK: 1818346, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_01999", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nOur business, operations and financial results are subject to various risks and uncertainties, including those described below, that could materially adversely affect our business, results of operations, financial condition, and the trading price of our Class A common stock. The following material factors, among others, could cause our actual results to differ materially from historical results and those expressed in forward-looking statements made by us or on our behalf in filings with the SEC, press releases, communications with investors, and oral statements.\nRisks Related to Our Business\nThe COVID-19 pandemic and the impact of actions to mitigate the COVID-19 pandemic have materially adversely impacted and will continue to materially adversely impact our business, results of operations, and financial condition.\nIn March 2020, the World Health Organization declared the outbreak of COVID-19 a pandemic. In an attempt to limit the spread of the virus, governments have imposed various restrictions, including emergency declarations at the federal, state, and local levels, school and business closings, quarantines, \u201cshelter at home\u201d orders, restrictions on travel, limitations on social or public gatherings, and other social distancing measures, which have had and may continue to have a material adverse impact on our business and operations and on travel behavior and demand.\nThe COVID-19 pandemic, which has required and may continue to require cost reduction measures, has materially adversely affected our near-term operating and financial results and will continue to materially adversely impact our long-term operating and financial results. During the fourth quarter of 2020, another wave of COVID-19 infections emerged. As a result, countries imposed strict lockdowns, in particular in Europe. Similar to the impact of the initial COVID-19 wave in March 2020, we are seeing a decrease in bookings in the most affected regions and saw a significantly greater year-over-year decline in Nights and Experiences Booked and GBV in the fourth quarter of 2020 than in the third quarter of 2020. In light of the evolving nature of COVID-19 and the uncertainty it has produced around the world, we do not believe it is possible to predict the COVID-19 pandemic\u2019s cumulative and ultimate impact on our future business, results of operations, and financial condition. The extent of the impact of the COVID-19 pandemic on our business and financial results will depend largely on future developments, including the duration and extent of the spread of COVID-19 both globally and within the United States, the prevalence of local, national, and international travel restrictions, significantly reduced flight volume, the impact on capital and financial markets and on the U.S. and global economies, foreign currencies exchange, and governmental or regulatory orders that impact our business, all of which are highly uncertain and cannot be predicted. Moreover, even after shelter-in-place orders and travel advisories are lifted, demand for our offerings, particularly those related to cross-border travel, may remain depressed for a significant length of time, and we cannot predict if and when demand will return to pre-COVID-19 levels. In addition, we cannot predict the impact the COVID-19 pandemic has had and will have on our business partners and third-party vendors and service providers, and we may continue to be materially adversely impacted as a result of the material adverse impact our business partners and third-party vendors suffer now and in the future. To the extent the COVID-19 pandemic continues to materially adversely affect our business, results of operations, and financial condition, it may also have the effect of heightening many of the other risks described in these \u201cRisk Factors\u201d or elsewhere in this Annual Report on Form 10-K. Any of the foregoing factors, or other cascading effects of the COVID-19 pandemic that are not currently f", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1559720_2020.htm (CIK: 1559720, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02000", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nInvesting in our common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described below, as well as the other information in this Report, including our consolidated financial statements and the related notes and the section \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations,\u201d before making a decision to invest in our securities. The occurrence of any of the events or developments described below could materially and adversely affect our business, financial condition, results of operations, and growth prospects. In such an event, the market price of our common stock could decline, and our stockholders may lose all or part of their investment. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations.\nSummary of Risk Factors\nOur business is subject to a number of risks and uncertainties, including those risks discussed at-length below. You should read these risks before you invest in our common stock. If any of these risks actually occur, our business, financial condition or results of operations would likely be materially and adversely affected. These risks include, but are not limited to, risks relating to:\n\u2022\nour ability to sustain our recent revenue growth rate in the future, attract new customers and expand sales to existing customers;\n\u2022\nfluctuation in our performance, our history of net losses and expected increases in our expenses;\n\u2022\ncompetition and technological development in our markets and any decline in demand for our solutions or generally in our markets;\n\u2022\nour ability to expand our sales and marketing capabilities and otherwise manage our growth;\n\u2022\nthe impact of the COVID-19 pandemic;\n\u2022\ndisruptions, interruptions, outages or other issues with our technology or our use of third-party services, data connectors and data centers;\n\u2022\nany cybersecurity-related attack, significant data breach or disruption of the information technology systems or networks on which we rely;\n\u2022\nour sales cycle, our international expansion and our timing of revenue recognition from our sales;\n\u2022\ninteroperability with other devices, systems and applications;\n\u2022\ncompliance with data privacy, import and export controls, customs, sanctions and other laws and regulations;\n\u2022\nintellectual property matters, including any infringements of third-party intellectual property rights by us or infringement of our intellectual property rights by third parties; and\n\u2022\nthe market for, trading price of and other matters associated with our common stock.\nRisks Related to Our Business and Our Industry\nWe may not be able to sustain our recent revenue growth rate in the future.\nWe have experienced significant revenue growth during 2020, with our revenue increasing by 76% for the year ended December 31, 2020 compared to the year ended December 31, 2019. For the year ended December 31, 2019, our revenue increased by 8% as compared to the year ended December 31, 2018. Our recent revenue growth in 2020 has been significantly impacted by an increasing demand for our platform and products following the onset of the COVID-19 pandemic and resulting precautionary measures. As the impact of COVID-19 lessens, there may be reduced demand for our platform, and our revenue growth rate may decline. If these new customers elect not to continue their subscription as the impact of COVID-19 lessens, our business, financial condition and results of operations would be harmed.\nAs a result of our limited operating history at our current scale, our ability to forecast our future results of operations is limited and subject to a number of uncertainties. You should not rely on our recent revenue growth rate or the revenue growth rate of any prior quarterly or annual period as an indication of our future performance. Further, in future periods, our revenue growth rate could slow, or our revenue could decline for ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1110611_2020.htm (CIK: 1110611, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02001", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11.\nEXECUTIVE COMPENSATION\nThe sections entitled \u201cExecutive Compensation\u201d, \u201cDirectors Compensation\u201d, \u201cEmployment Arrangements\u201d and \u201cCompensation and Management Committee\u201d in the Proxy Statement are incorporated herein by reference.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 875657_2020.htm (CIK: 875657, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02002", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A.RISK FACTORS\nOur operations and financial results are subject to various risks and uncertainties, including those described below, that could adversely affect our business, financial condition, results of operations, cash flows, and the trading price of our common stock.\nEconomic and External Risks\nThe current novel coronavirus (COVID-19) global pandemic has adversely affected, and could continue to adversely affect our business, financial condition and financial results. Other major public health issues could adversely affect our business, financial condition and financial results in the future\nIn March 2020, the World Health Organization declared the COVID-19 outbreak a global pandemic. Considerable uncertainty still surrounds the potential effects of the COVID-19 virus, and the extent of and effectiveness of responses taken on international, national and local levels. Measures taken to limit the impact of COVID-19, including shelter-in-place orders, social distancing measures, travel bans and restrictions, and business and government shutdowns, have resulted and some continue to result in significant negative economic impacts in the U.S. and in relation to our business. The long-term impact of COVID-19 on the U.S. and world economies and continued impact on our business remains uncertain, the duration and scope of which cannot currently be predicted.\nOur operating results depend, in large part, on revenues derived from customers visiting our casinos and racetracks. In March 2020, we announced the temporary suspension of operations of all of our wholly-owned gaming properties, certain wholly-owned racing operations, and the two casino properties related to our equity investments. Starting in mid-February, U.S. and international sporting events were cancelled, which reduced our sports betting options for our customers. Horse racing content for wagering on TwinSpires also decreased, although handle increased as our customers wagered more on the content that was available. Although vaccines are now available, distribution is currently limited and there can be no assurance that these vaccines will be successful in ending the COVID-19 global pandemic.\nIn May 2020, we began to reopen our properties with patron restrictions and gaming limitations. One property temporarily suspended operations again in July 2020 after reopening and reopened in August 2020, and three properties suspended operations in December 2020 and reopened in January 2021. We implemented a number of initiatives to facilitate social distancing and enhanced cleaning, such as increased frequency of cleaning and sanitizing of all high-touch surfaces, mandatory temperature checks of all guests and team members upon entry and required training for all team members on safety protocols. Certain amenities at our properties continue to be suspended, including food buffets and valet services, and certain restaurants and food outlets. We cannot predict how soon our casino and racetrack properties will be able to return to customary operations. Our ability to return to our customary operations will depend, in part, on the actions of a number of governmental bodies over which we have no control. Once all restrictions are lifted, it is unclear how quickly customers will return to our casinos and racetracks, which may be a function of continued concerns over safety and decreased consumer spending due to economic conditions, including job losses.\nCertain non-furloughed employees continue to work remotely. An extended period of remote work arrangements could strain business continuity plans, introduce operational risk (including but not limited to cybersecurity risks) and may impair our ability to manage our business. We also outsource certain business activities to third parties. As a result, we rely upon the successful implementation and execution of the business continuity planning of such entities in the current environment. While we seek to monitor the business conti", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 20212_2020.htm (CIK: 20212, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02003", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data.\nFive-year Consolidated Selected Financial Data\n(a)\nIncome statement data excludes discontinued operations. Other data is derived from the Statement of Cash Flows and therefore includes discontinued operations. For additional information, refer to Note 18, \u201cInformation on Business Segments.\u201d\n(b)\nThe Company\u2019s defined benefit expense included recognition of pre-tax actuarial (losses) gains within other (expense) income in each of the last five years as follows:\n(c)\nIncludes an estimated net tax benefit of $25.7 million in 2017 resulting from the enactment of the U.S. Tax Cuts and Jobs Act of 2017 on December 22, 2017 (the \u201cTax Act\u201d). During 2018, the Company completed its SAB 118 analysis with respect to income tax effects of the Tax Act. As a result, the Company recorded a tax expense in the amount of $5.5 million in 2018.\n(d)\nIncludes operating lease right-of-use assets of $165.6 million as of 2019 resulting from the adoption of Accounting Standards Update (\u201cASU\u201d) 2016-02 \u201cLeases.\u201d Prior periods were not retrospectively adjusted to reflect the impact of this standard.\n(e)\nFiberon\u2019s results of operations are included in the income statement data and other data from September 2018 (date of acquisition) and included in the balance sheet data beginning as of 2018.\n(f)\nLarson\u2019s financial results are included in the Company\u2019s consolidated balance sheet as of December 31, 2020. Larson\u2019s net sales, operating income and cash flows from the date of acquisition to December 31, 2020 were not material to the Company.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax expense, tax benefit. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02004", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8.\nCONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nINDEX TO CONSOLIDATED FINANCIAL STATEMENTS\nReport of Independent Registered Public Accounting Firm\nConsolidated Balance Sheets as of December 31, 2020 and 2019\nConsolidated Statements of Operations for the years ended December 31, 2020, 2019 and 2018\nConsolidated Statements of Comprehensive Loss for the years ended December 31, 2020, 2019 and 2018\nConsolidated Statements of Redeemable Convertible Preferred Stock and Stockholders\u2019 Equity (Deficit) for the years ended December 31, 2020, 2019 and 2018\nConsolidated Statements of Cash Flows for the years ended December 31, 2020, 2019 and 2018\nNotes to Consolidated Financial Statements\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nTo the Stockholders and Board of Directors\nKaruna Therapeutics, Inc.:\nOpinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting\nWe have audited the accompanying consolidated balance sheets of Karuna Therapeutics, Inc. and subsidiary (the Company) as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive loss, redeemable convertible preferred stock and stockholders\u2019 equity (deficit), and cash flows for each of the years in the three-year period ended December 31, 2020, and the related notes (collectively, the consolidated financial statements). We also have audited the Company\u2019s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.\nIn our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2020, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020 based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.\nBasis for Opinions\nThe Company\u2019s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company\u2019s consolidated financial statements and an opinion on the Company\u2019s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.\nOur audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our ", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1771917_2020.htm (CIK: 1771917, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02005", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nGeneral Economic Conditions\nThe COVID-19 pandemic and related developments have created substantial economic and financial disruptions and uncertainties, as well as operational challenges, which could increase our risk and adversely affect our business, financial condition, and results of operations.\nThe novel coronavirus known as COVID-19 was declared a global pandemic in March 2020. COVID-19, and the government and public actions taken in response to the pandemic, have caused significant economic and financial turmoil both in the U.S. and around the world, and have created substantial uncertainty about the future economic environment. In addition, the COVID-19 pandemic and related developments resulted in substantial disruptions in the financial markets, including dramatic increases in market volatility.\nThe ultimate impact of the pandemic, including the depth of the economic downturn and the timing and shape of the economic recovery, is highly uncertain. A prolonged economic downturn, or periods of significant economic and financial disruptions and uncertainties resulting from the COVID-19 pandemic could adversely affect the livelihood of MPF borrowers or members\u2019 customers. Significant borrower defaults on loans made by our members could occur and these defaults could cause members to fail. If one or more member institutions fail, and if the value of the collateral pledged to secure advances and/or other extensions of credit from us has declined below the amount borrowed, we could incur a credit loss that would adversely affect our financial condition and results of operations. A decline in the local economies in which our members operate could reduce members\u2019 needs for funding, which could reduce demand for our advances. We could be adversely impacted by the reduction in business volume that would arise either from the failure of one or more of our members or from a decline in member funding needs. Our financial condition and results of operations could also be adversely impacted if one or more of the major financial institutions with whom we conduct business were to fail as a result of the ongoing dislocation in the financial markets.\nIn addition, we have implemented temporary relief provisions for certain MPF borrowers that are experiencing an economic hardship as a result of the COVID-19 pandemic, including temporary moratoriums on foreclosures and evictions as well as temporary alternative underwriting procedures for new MPF loans, which may result in increased credit risk. The protections we have in place for our MPF loans may not be sufficient to prevent us from incurring losses on loans to borrowers who are no longer able to make payments due to a decline in or loss of income as a result of the economic fallout from the pandemic.\nIn response to the pandemic, the Federal Reserve took a number of emergency actions to help facilitate liquidity and support stability in the fixed-income markets, resulting in substantial deposit growth for some of our members and reduced demand for our advances. It is possible that our advances could continue to fall if the level of liquidity in the financial markets remains elevated. Additional U.S. government stimulus in response to the ongoing COVID-19 pandemic, if any, could further increase the already elevated level of liquidity which could, in turn, diminish even further the current subdued demand for our advances.\nDuring a portion of 2020, our access to the market for consolidated obligations was adversely impacted as a result of reduced demand for our longer-term debt. The disruptions to interest rates, credit spreads, and the availability of funds in the fixed income market in connection with the COVID-19 pandemic adversely affected our cost of funding, as well as the valuation of and the yields on our assets. The future effects of the COVID-19 pandemic on the financial markets is uncertain. Any negative changes in our cost of funding and the yields on our", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1331757_2020.htm (CIK: 1331757, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02006", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk\nWe are exposed to market risk in the ordinary course of our business. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates.\nInterest rate risk\nWe are exposed to market risk for changes in interest rates related primarily to our cash and cash equivalents, marketable securities and our indebtedness. As of December 31, 2020, we had cash and cash equivalents of $833.0 million held primarily in cash deposits and money market funds. Our marketable securities are held in U.S. government debt securities, U.S. government agency bonds and corporate bonds. As of December 31, 2020, we had short-term marketable securities of $961.9 million and long-term marketable securities of $246.6 million. Our primary exposure to market risk is interest income sensitivity, which is affected by changes in the general level of the interest rates in the United States. As of December 31, 2020, a hypothetical 100 basis point increase in interest rates would have resulted in an approximate $8.1 million decline of the fair value of our available-for-sale securities and a hypothetical 100 basis point decrease in interest rates would have resulted in an approximate $1.0 million increase of the fair value of our available-for-sale securities. This estimate is based on a sensitivity model that measures market value changes when changes in interest rates occur.\nForeign currency risk\nThe majority of our revenue is generated in the United States. Through December 31, 2020, we have generated an insignificant amount of revenues denominated in foreign currencies. As we expand our presence in the international market, our results of operations and cash flows are expected to increasingly be subject to fluctuations due to changes in foreign currency exchange rates and may be adversely affected in the future due to changes in foreign exchange rates. As of December 31, 2020, the effect of a hypothetical 10% change in foreign currency exchange rates would not be material to our financial condition or results of operations. To date, we have not entered into any hedging arrangements with respect to foreign currency risk. As our international operations grow, we will continue to reassess our approach to manage our risk relating to fluctuations in currency rates.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1576280_2020.htm (CIK: 1576280, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02007", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis or Plan of Operation.\nOverview\nAs a natural resource exploration company, our focus is to acquire, explore and develop natural resource properties which may host mineral reserves which may be economical to extract commercially. With this in mind, we have identified and secured interests in mining claims with respect to properties in Nevada. Current cash on hand is sufficient to fund planned operations for 2021 after payment of accounts payable outstanding at December 31, 2020. Our officers and directors and advisors, attorneys and consultants will continue to be utilized to support all operations.\nPlan of Operation\nDuring the twelve-month period ending December 31, 2020, we continued our evaluation work on our Vernal project, Windy Peak project and Rainbow Mountain project. Our funds are sufficient to meet all planned activities as outlined below. The Company expects the short and long-term funding of our operations going forward to be financed through existing funds.\nWe do not anticipate a change to our company staffing levels. We remain focused on keeping the staff compliment, which currently consists of our three directors. Our staffing in no way hinders our operations, as outsourcing of legal, accounting, and other operational duties is the most cost effective and efficient manner of conducting the business of the Company.\nWe do not anticipate any equipment purchases in the twelve months ending December 31, 2021.\nResults of Operations\nThe Twelve Months Ended December 31, 2020 compared to the Twelve Months Ended December 31, 2019\nDuring the years ended December 31, 2020 and 2019, we had revenues of $2,468,078 and $1,310,461, respectively, resulting from the Moss royalty. We are currently exploring and developing our properties and are actively reviewing new projects.\nNet income for the year ended December 31, 2020 was $2,027,293 compared to net income of $239,663 for the year ended December 31, 2019, for an approximate $1,788,000 increase in net income. The increase in the net income is primarily due to the $1,157,617 increase of royalty revenue received from the Moss Mine, as a result of the Moss Mine\u2019s increase in gold/silver production. In addition, due to a change in the deferred income tax valuation allowance, the Company recognized an income tax benefit of $1,165,000. This was offset by an approximate $161,000 increase in stock based compensation expense and a $300,000 charge due to the impairment of the royalty asset.\nFor the years ended December 31, 2020 and 2019, mineral and exploration expenses were $271,062 and $253,825, respectively, for an approximate $17,000 increase. The increase is primarily due to an increase of $83,000 expenditures on the Rainbow Mountain project, offset by a decrease of $65,000 expenditures on the Windy Peak project.\nFor the years ended December 31, 2020 and 2019, general and administrative expenses were $203,808 and $150,990, respectively, for an approximate $53,000 increase, primarily due to the commencement of paying state income taxes.\nFor the years ended December 31, 2020 and 2019, other income (expense) was $($236,574) and 10,080, respectively. The change in other income (expense) is due to the $300,000 impairment of a royalty interest, offset by an approximated $50,000 increase in unrealized holding losses on marketable securities.\nLiquidity and Capital Resources\nWe had total assets of $3,691,842 at December 31, 2020 consisting primarily of $1,124,132 of cash and $221,580 of marketable securities. We had total liabilities of $233,381 at December 31, 2020, consisting primarily of accounts payable and accrued expenses.\nWe anticipate that we will incur the following during the year ended December 31, 2021:\n\u00b7 $1,000,000 for operating expenses, including working capital and general, legal, accounting and administrative expenses associated with reporting requirements under the Securities Exchange Act of 1934 and compliance with Canadian regula", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax benefit. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02008", "source": "edgar", "source_license": "public_domain", "text": "Item 11. EXECUTIVE COMPENSATION\nThe information under the captions \u201cCorporate Governance Matters - Non-Employee Director Compensation,\u201d \u201cCertain Transactions - Compensation Committee Interlocks and Inside Participation,\u201d \u201cCompensation Matters - Compensation Discussion and Analysis,\u201d \u201c- Report of the People Resources Committee\u201d and \u201c- Executive Compensation Tables\u201d in Cigna\u2019s definitive proxy statement related to the 2021 annual meeting of shareholders is incorporated herein by reference.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1739940_2020.htm (CIK: 1739940, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02009", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nInformation concerning executive compensation is incorporated herein by reference from the Company's definitive proxy statement for its Annual Meeting of Stockholders to be held in May 2021, a copy of which will be filed with the SEC not later than 120 days after the close of the fiscal year.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1541119_2020.htm (CIK: 1541119, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02010", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk\nInterest Rate Risk\nAs of December 31, 2020, we had $22.8 million in cash and cash equivalents which were held for working capital purposes. Our cash and cash equivalents are comprised primarily of mutual funds listed on active exchanges, U.S. treasury securities, money market funds, and cash held in FDIC - insured institutions. Our investments are made for capital preservation purposes. We do not enter into investments for trading or speculative purposes. Primarily all our investments are denominated in U.S. dollars. If overall interest rates had decreased by 10% during the periods presented, our interest income would not have been materially affected.\nCredit Risk\nOur cash equivalents are subject to market risk due to changes in interest rates. Fixed rate securities may have their market value adversely affected due to a rise in interest rates, while floating rate securities may produce less income than expected if interest rates fall. Due in part to these factors, our future investment income may fall short of expectations due to changes in interest rates or we may suffer losses in principal if we are forced to sell securities that decline in market value due to changes in interest rates.\nForeign Currency Risk\nWe maintain offices and bank accounts in the United Kingdom and Canada. However, due to the low volume of activity outside the United States, the foreign currency risk is minimal. The effect of a 10% adverse change in exchange rates on foreign currency denominated cash and payables as of December 31, 2020 would not have been material. However, fluctuations in currency exchange rates could harm our business in the future.\n- 102 -\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1566469_2020.htm (CIK: 1566469, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02011", "source": "edgar", "source_license": "public_domain", "text": "Item 11 Executive Compensation\nCompensation Discussion and Analysis\nAs a smaller reporting company, the Company is not required under Item 402 to include a fulsome Compensation Discussion and Analysis; however, the Company has chosen to voluntarily include the following overview of our compensation programs and policies.\nNamed Executive Officers\nThe following discussion is focused primarily on the Company\u2019s compensation philosophy, policies and programs as they relate to, and amounts paid or payable to, our executive officers for their services during 2020. Our \u201cnamed executive officers\u201d or the \u201cNEOs\u201d consist of the following individuals:\nName\nAge\nPosition(s)\nStavros G. Vizirgianakis\nChief Executive Officer and Director\nJoseph P. Dwyer\nChief Financial Officer, Treasurer and Secretary\nAllan Staley\nPresident\nOverview of Compensation Program and Philosophy\nOur compensation program is intended to:\n\u25cf Attract, motivate, retain and reward employees of outstanding ability;\n\u25cf Link changes in employee compensation to individual and corporate performance; and\n\u25cf Align employees\u2019 interests with those of the Company\u2019s stockholders.\n- 29 -\nThe ultimate objective of our compensation program is to increase stockholder value. We seek to achieve these objectives with a total compensation approach which takes into account a competitive base salary, bonus pay based on the annual performance of the Company and individual goals and stock option awards.\nThe Board\u2019s Compensation Committee, which is composed solely of independent directors and is responsible for making decisions regarding the amount and form of compensation paid to our executive officers, has carefully considered the results of prior say-on-pay stockholder votes. Based upon the vote results at the most recent annual stockholders meeting, stockholders appear to be supportive of the Compensation Committee\u2019s approach to the executive compensation program.\nBase Salaries\nBase salaries paid to executives are intended to attract and retain highly talented individuals. In setting base salaries, individual experience, individual performance, the Company\u2019s performance and job responsibilities during the year are considered. Executive salaries are evaluated against local companies of similar size and nature. The Compensation Committee recently completed an independent study which concluded that Misonix base salaries and bonuses for executives are in the lower 25th percentile compared with its peer-group. The Company\u2019s independent consultant, in connection with the Company, determined the proper peer-group for comparison. The consultant determined the compensation range with respect to base salaries, incentive compensation, and equity compensation for each of the titles of the executive officers. Additionally, the consultant performed a similar analysis with respect to board compensation. During the fiscal year ended June 30, 2020, Messrs. Vizirgianakis and Dwyer each received base salary increases of 3.0% based on performance.\nAnnual Bonus Plan Compensation\nThe Compensation Committee of the Board approves annual performance-based compensation. The purpose of the annual bonus compensation is to motivate executive officers and key employees. Target bonuses, based upon recommendations from the Chief Executive Officer, are evaluated and approved by the Compensation Committee for all management employees other than the Chief Executive Officer. The bonus recommendations are derived from individual and Company performance but not based on a specific formula and are discretionary. The Chief Executive Officer\u2019s bonus compensation is derived from the recommendation of the Compensation Committee based upon the Chief Executive Officer\u2019s performance and Company performance but is not based on a specific formula and is discretionary. Bonuses earned in fiscal 2020 based on performance were as follows: $0 to Mr. Vizirgianakis, $60,000 to Mr. Dwyer, and $132,547 to Mr. Staley. The amounts of executive bonuses for", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 880432_2020.htm (CIK: 880432, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02012", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data\nThe following table presents selected consolidated financial data. This information should be read in conjunction with the audited consolidated financial statements and the related notes thereto, Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations, and Risk Factors sections, each included elsewhere in this Annual Report on Form 10-K.\n(1)Our fiscal year ends on the Friday nearest to September 30th. Fiscal years 2020, 2019, 2018, 2017 and 2016 refer to the fiscal years ended October 2, 2020, September 27, 2019, September 28, 2018, September 29, 2017 and September 30, 2016, respectively. Fiscal 2020 was a fifty-three week year. All other periods presented were fifty-two week years.\n(2)Includes impact of COVID-19 and the CARES Act (see Notes 1 and 10, respectively, to the audited consolidated financial statements). To enhance our cash position as a result of COVID-19, we increased borrowings under our revolving credit facility and Aramark Services, Inc., our indirect wholly owned subsidiary, issued $1,500.0 million aggregate principal amount of 6.375% Senior Notes due May 1, 2025.\n(3)During fiscal 2020, we adopted Accounting Standards Codification 842, Leases, which now records most leases on the balance sheet (see Note 8 to the audited consolidated financial statements).\n(4)During fiscal 2019, we adopted Accounting Standards Codification 606, Revenue from Contracts with Customers. In addition, we sold our Healthcare Technologies business in the first quarter of fiscal 2019.\n(5)During fiscal 2018, we acquired Avendra and AmeriPride (see Note 2 to the audited consolidated financial statements). To finance these acquisitions, we entered into a U.S. dollar denominated term loan due 2025 and issued 5.000% Senior Notes due 2028.\n(6)In fiscal 2018, the federal statutory income tax rate decreased from 35.0% to 21.0% through the passage of the \"Tax Cuts and Jobs Act.\" This resulted in a non-cash tax benefit of approximately $237.8 million recorded in fiscal 2018 to the (benefit) provision for income taxes on the audited Consolidated Statements of (Loss) Income.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax rate, tax benefit, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02013", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A.\nQUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nThe market risk inherent in our financial instruments and in our financial position represents the potential loss arising from adverse changes in interest rates. As of December 31, 2020 and 2019, we had cash and cash equivalents of $137.0 million and $158.2 million, respectively. We generally hold our cash in interest-bearing money market accounts. Our primary exposure to market risk is interest rate sensitivity, which is affected by changes in the general level of U.S. interest rates. Due to the short-term maturities of our cash equivalents and the low risk profile of our investments, an immediate 100 basis point change in interest rates would not have a material effect on the fair market value of our cash equivalents.\nITEM 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1253689_2020.htm (CIK: 1253689, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02014", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nWe are exposed to the impact of market fluctuations associated with interest rates and commodity prices as discussed below. We have no exposure to foreign currency risk as all of our business is conducted in U.S. Dollars. We use derivative financial instruments as part of an overall strategy to manage market risk. We may use cash, futures and option contracts to hedge changes to the commodity prices of corn and natural gas. We do not enter into these derivative financial instruments for trading or speculative purposes, nor do we designate these contracts as hedges for accounting purposes.\nInterest Rate Risk\nWe are exposed to market risk from changes in interest rates. Exposure to interest rate risk results primarily from our our Term Revolving Loan and our 2020 Term Loan, each bearing a variable interest rate. As of October 31, 2020, we had $5,999,000 outstanding on the Term Revolving Loan and $6,000,000 outstanding on the 2020 Term Loan. Interest will accrue at the 30-day LIBOR rate plus 325 basis points for the Term Revolving Loan. The applicable interest rate on this loan at October 31, 2020 was 3.40%. The 2020 Term Loan is subject to a variable interest rate based on the Wall Street Journal's Prime Rate plus 45 basis points. The applicable interest rate on this loan at October 31, 2020 was 3.70%. If we were to experience a 10% adverse change in LIBOR, the annual effect such change would have on our statement of operations, based on the amount we had outstanding on our Term Loan and Term Revolving Loan at October 31, 2020, would be approximately $44,000.\nThe specifics of each note are discussed in greater detail in \u201cItem 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources.\u201d\nCommodity Price Risk\nWe expect to be exposed to market risk from changes in commodity prices. Exposure to commodity price risk results from our dependence on corn and natural gas in the ethanol production process and the sale of ethanol, distillers grains and corn oil. We may seek to minimize the risks from fluctuations in the prices of raw material inputs through the use of corn commodity-based and natural gas derivatives. These derivatives are not designated as effective hedges for accounting purposes. For derivative instruments that are not accounted for as hedges, or for the ineffective portions of qualifying hedges, the change in fair value is recorded through earnings in the period of change. Corn and natural gas derivative changes in fair market value are included in costs of goods sold.\nIn the ordinary course of business, we enter into forward contracts for our commodity purchases. At October 31, 2020, we have approximately 881,000 bushels of forward fixed basis corn contracts and 1,399,000 bushels of forward fixed price corn contracts valued at approximately $5,254,000. These purchase contracts are for various delivery periods through December 2021. At October 31, 2020, we have approximately 2,702,000 MMBTUs of forward natural gas fixed price purchase contracts valued at approximately $6,706,000 for delivery periods through March 2023. In addition, at October 31, 2020, we have approximately 736,000 gallons of forward fixed price denaturant purchase contracts valued at approximately $839,000 for delivery periods through June 2021.\nIn the ordinary course of business, we enter into forward contracts for our commodity sales. At October 31, 2020 we have no forward fixed price ethanol sales contracts. At October 31, 2020, we have approximately 11,000 tons of forward fixed price dried distillers grains sales contracts valued at approximately $1,613,000 for delivery periods through December 2020. At October 31, 2020, we have approximately 11,000 tons of forward fixed price modified distillers grains sales contracts valued at approximately $783,000 for delivery periods through June 2021. In addition, at October 31, 2", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1371451_2020.htm (CIK: 1371451, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02015", "source": "edgar", "source_license": "public_domain", "text": "Item 1A.\nRisk Factors\nInvesting in our common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described below and all information contained in this report before you decide to purchase our common stock. If any of the possible adverse events described below actually occurs, we may be unable to conduct our business as currently planned and our financial condition and operating results could be harmed. In addition, the trading price of our common stock could decline due to the occurrence of any of the events described below, and you may lose all or part of your investment. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business.\nRisk Related to Financial Condition\nWe have incurred significant losses since inception and anticipate that we will incur losses for the foreseeable future. To date we have not generated sufficient revenue from product sales to cover corresponding expenses and we may never achieve or sustain profitability.\nWe received FDA approval for NUZYRA in October 2018 and launched NUZYRA in the U.S. in February 2019. Additionally, FDA approval was granted in October 2018 for SEYSARA and Almirall launched SEYSARA in the U.S. in January 2019. We have exclusively licensed U.S. commercial rights for SEYSARA to Almirall for which we are entitled to tiered royalties on net sales in the U.S. We have also licensed SEYSARA to Almirall in the People\u2019s Republic of China, Hong Kong and Macau, or the greater China region, and are entitled to a flat royalty on net sales in the greater China region. Although NUZYRA and SEYSARA are now being sold by us and Almirall, respectively, it will take some time to attain profitability and we may never do so. Our net loss for the year ended December 31, 2020 was $96.5 million. As of December 31, 2020, our accumulated deficit was $807.8 million. We expect to continue to incur losses for the foreseeable future as we seek to maintain and expand regulatory approvals for our products, continue to commercialize NUZYRA, including expansion into the community setting, expand our sales, marketing and distribution infrastructure, and add personnel to support our product development and commercialization efforts and operations. The net losses and negative operating cash flows incurred to date, together with expected future losses, have had, and likely will continue to have, an adverse effect on our stockholders\u2019 equity (deficit) and working capital. The amount of future net losses will depend, in part, on the rate of future growth of our expenses and our ability to generate future revenue.\nTo become and remain profitable, we must succeed in developing, obtaining regulatory approval for and commercializing products with significant market potential. Because of the numerous risks and uncertainties associated with pharmaceutical product development, we are unable to accurately predict the timing or amount of increased expenses or when, or if, we will be able to generate any sufficient product revenues to achieve profitability. For example, our expenses could increase if we are required by regulatory agencies outside of the U.S. to perform studies in addition to those that we have already performed or currently expect to perform.\nEven if we achieve profitability in the future, we may not be able to sustain profitability in subsequent periods. Our failure to become or remain profitable would depress the market value of our common stock, could impair our ability to raise capital, expand our business, develop other product candidates or continue our operations and could cause investors to lose all or part of their investments.\nWe may continue to require substantial additional funding, which may not be available to us on acceptable terms, or at all, and, if not available, may require us to delay, scale back or cease our product development programs or commercialization efforts for NUZYRA.\nAs o", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1178711_2020.htm (CIK: 1178711, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02016", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\nWe are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1404804_2020.htm (CIK: 1404804, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02017", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data\nThe selected financial and other data as of and for the year ended December 31, 2020 and for the period August 12, 2019 (date of inception) to December 31, 2019 is derived from our consolidated financial statements that have been audited by Ernst & Young, LLP, an independent registered public accounting firm. We were formed on August 12, 2019 and commenced operations on January 16, 2020. Prior to January 16, 2020, we had no operations, except for matters relating to our formation and organization as a BDC. As a result, there are no significant financial results for comparative purposes. The selected financial and other data should be read in conjunction with \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d and the consolidated financial statements and related notes included elsewhere herein.\nN/M - Not Material\n(1)Effective yield is calculated based on our average secured loan and equipment financing investments at cost at the end of each period and includes amortization of deferred fees and accretion of original issue discount, but excludes all other fee income. The weighted-average annual effective yield is higher than what an investor in shares of our common stock will realize on its investment because it does not reflect any debt investments on non-accrual status, our expenses or any sales load paid by an investor. For information on our investments on non-accrual status. See \"Item 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1786108_2020.htm (CIK: 1786108, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02018", "source": "edgar", "source_license": "public_domain", "text": "Item 6.SELECTED FINANCIAL DATA\n(a)The Company recorded an income tax benefit of $18,606 in 2019 as a result of the implementation of a business realignment strategy in Europe.\n(b)The Company recorded a non-cash goodwill impairment charge of $33,827 in 2018.\n(c)The Company recorded $35,378 of deemed repatriation tax and $20,413 for the re-measurement of deferred tax assets in conjunction with U.S. tax reform, as well as a U.K. valuation allowance charge of $18,915, less the reversal of an Asia valuation allowance of $6,671 in 2017.\n(d)The non-service cost components of net periodic benefit cost were reclassified outside of operating profit to Other pension and postretirement benefit expense in the amount of $37,523 and $53,071 in 2017 and 2016, respectively, as a result of the adoption of Accounting Standards Update (\"ASU\") 2017-07 in 2018.\n(e)The Company has reclassified its volume and customer rebate program reserves from a contra-asset included within Accounts receivable to a liability within Accrued liabilities in the amount of $100,190 and $93,783 in 2017 and 2016, respectively, as a result of the adoption of Accounting Standards Codification (\"ASC\") 606 in 2018.\n(f)The Company has reclassified its voluntary employee beneficiary association trust from a reduction of accrued benefits within Accrued liabilities to restricted cash included within Other assets of $18,499 in 2016 as a result of the adoption of ASC 2016-18 in 2018.\n(g)In 2018, Long-term debt and finance leases reflect the short-term classification of $173,578 of unsecured notes due in December 2019. This amount was paid in 2019 and replaced with a new long-term borrowing.\n(h)The number of employees in 2020 includes 1,157 members of the COOCSA workforce. Members of the COOCSA workforce were employed by an employment services company prior to the Company acquiring the remaining 42 percent noncontrolling ownership interest of COOCSA on January 24, 2020.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, deferred tax, tax benefit, tax reform. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02019", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nIncorporated herein by reference to the sections entitled \u201cDIRECTOR COMPENSATION,\u201d \u201cEXECUTIVE COMPENSATION,\u201d \u201cREPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS\u201d and \u201cCompensation Committee Interlocks and Insider Participation\u201d in our definitive proxy statement filed with the Commission with respect to our Annual Meeting of Stockholders to be held on May 25, 2021.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 910612_2020.htm (CIK: 910612, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02020", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11.\nEXECUTIVE COMPENSATION\nCompensation Discussion and Analysis\nCompensation Committee Interlocks and Insider Participation\nAs the Board of Directors does not have a Compensation Committee, the independent directors of the Board oversee the Company\u2019s executive compensation program. We currently do not have independent directors on our Board. Compensation for the CEO and the CFO is approved by the Independent Directors of the Board or the general Board. Compensation for other executive officers and senior management is determined by the CEO and CFO pursuant to the Board of Directors delegating to the CEO and CFO authority to do so.\nElements to Executive Compensation\nThe Company\u2019s executive compensation program is designed to attract and retain executives responsible for the Company\u2019s long-term success, to reward executives for achieving both financial and strategic company goals and to provide a compensation package that recognizes individual contributions as well as overall business results. The Company\u2019s executive compensation program also takes into account the compensation practices of companies with whom Video River Networks, Inc. competes for executive talent.\nThe two components of the Company\u2019s executive compensation program are base salary and annual discretionary bonuses. Overall compensation is intended to be competitive for comparable positions at peer companies.\nObjectives. The objectives of the Company\u2019s executive compensation policies are to attract and retain highly qualified executives by designing the total compensation package to motivate executives to provide excellent leadership and achieve Company goals; to align the interests of executives, employees, and stockholders by establishing cohesive management, financial, operation and marketing goals that reflect the Company\u2019s strategic growth plan; and to provide executives with reasonable security, through retirement plan and annual discretionary bonuses that motivate them to continue employment with the Company and achieve goals that will make the Company thrive and remain competitive in the long-run.\nLinkage between compensation programs and Company objective and values. We link executive compensation closely with the Company objectives, which we believe are dependent on the level of employee engagement, operational excellence, cost management and profitability achieved. Currently, the primary quantifiable measurement of operational excellence for the Company is the achievement of profitability, which is directly related to increasing annual revenue. Executives\u2019 annual performance evaluations are based in part on their achievement of the aforementioned goals and in part on revenue targets that may be established by the Board of Directors at the beginning of each fiscal year. The Board of Directors has not set a specific revenue goal for the award of bonuses for fiscal 2008. The Company currently does not have a defined non-equity incentive plan in place for its named executives. Instead, the disinterested members of the Board of Directors determine if any annual discretionary bonuses should be awarded to named executives in conjunction with the named executives\u2019 annual performance evaluations. As indicated in the table below, during the last three fiscal years, the Board of Directors has not elected to award any annual discretionary bonuses to any named executives.\nThe roles of various elements of compensation. Executive compensation includes base salary, annual discretionary bonuses awarded by the Board of Directors in conjunction with named executives\u2019 annual performance evaluations and other annual compensation granted under the noncontributory defined benefit retirement plan. Collectively, the Board\u2019s objective is to ensure a total pay package that is appropriate given the performance of both the Company and the individual named executive.\nGovernance practices concerning compensation. The Board of Directors has implemented a number of procedures tha", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1084475_2020.htm (CIK: 1084475, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02021", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation.\nThe information required by this Item 11 will be set forth in the Proxy Statement and is incorporated into this Annual Report on Form 10-K by reference.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1644675_2020.htm (CIK: 1644675, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02022", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nSee the Index to Financial Statements at page of this report.\nITEM 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1631256_2020.htm (CIK: 1631256, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02023", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nThe information required by this Item 11 will be set forth under the headings \u201cCompensation of Executive Officers\u201d and \u201cCompensation of Directors\u201d in the Proxy Statement for the Company\u2019s 2021 Annual Meeting of Shareholders and is incorporated herein by reference.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 92380_2020.htm (CIK: 92380, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02024", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (United States Dollars in thousands, except per share data and unless otherwise indicated)\nYou should read the following discussion and analysis of our financial condition and results of operations together with our Consolidated Financial Statements and related notes included in Item 8 of this Form 10-K. This discussion and analysis contains forward-looking statements based upon current plans, expectations and beliefs involving risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various important factors, including those set forth under Part I, Item 1A\u201cRisk Factors\u201d in this Form 10-K.\nUnless the context requires otherwise, \"we,\" \"us,\" \"our,\" \"GreenSky\" and \"the Company\" refer to GreenSky, Inc. and its subsidiaries.\nOrganization\nGreenSky, Inc. was formed as a Delaware corporation on July 12, 2017. The Company was formed for the purpose of completing an IPO of its Class A common stock and certain Reorganization Transactions in order to carry on the business of GSLLC, a Georgia limited liability company, which is an operating entity. GS Holdings, a holding company with no operating assets or operations, was organized as a wholly-owned subsidiary of GreenSky, Inc. in August 2017. On August 24, 2017, GS Holdings acquired a 100% interest in GSLLC. Common membership interests of GS Holdings are referred to as \"Holdco Units.\" See Note 1 to the Notes to Consolidated Financial Statements in Item 8 for a detailed discussion of the Reorganization Transactions (as defined in that note) and the IPO.\nExecutive Summary\nFor a Company overview, see Part I, Item 1 \"Business.\"\nCovid-19 Pandemic\nOn March 11, 2020, the World Health Organization designated the novel coronavirus disease (referred to as \"COVID-19\") as a global pandemic. In the second half of March 2020, the impact of COVID-19 and related actions to mitigate its spread within the U.S. began to impact our consolidated operating results. As of March 9, 2021, the date of filing this Annual Report on Form 10-K, the duration and severity of the effects of COVID-19 remain unknown. Likewise, we do not know the duration and severity of the impact of COVID-19 on members of the GreenSky ecosystem - our merchants, Bank Partners, and GreenSky program borrowers - or our associates. In addition to instituting a Company-wide work-at-home program to ensure the safety of all GreenSky associates and their families, we formed a GreenSky Continuity Team that is tasked with communicating to employees on a regular basis regarding such efforts as planning for contingencies related to the COVID-19 pandemic, providing updated information and policies related to the safety and health of all GreenSky associates, and monitoring the pandemic for new developments that may impact GreenSky, our work locations and/or our associates. Our GreenSky Continuity Team is generally following the requirements and protocols as published by the U.S. Centers for Disease Control and Prevention and the World Health Organization, as well as state and local governments. As of the date of this filing, we have not begun to lift the actions put in place as part of our business continuity strategy, including work-at-home requirements and travel restrictions, and we do not believe that these protocols have materially adversely impacted our internal controls or financial reporting processes.\nOn March 27, 2020, the Coronavirus Aid, Relief and Economic Security Act (the \"CARES Act\") was signed into law. The CARES Act, among other things, includes provisions relating to direct economic assistance to American workers, refundable payroll tax credits, deferment of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations, technical corrections to tax de", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1712923_2020.htm (CIK: 1712923, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02025", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements\nThe following financial statements are being filed with this report and are located immediately following the signature page.\nFinancial Statements, May 31, 2020 and 2019\n\u00b7Independent Registered Public Accounting Firm\n\u00b7Consolidated Balance Sheets, May 31, 2020 and 2019\n\u00b7Consolidated Statements of Operations for the Years Ended May 31, 2020 and 2019\n\u00b7Consolidated Statements of Changes in Stockholders\u2019 Equity for the Years Ended May 31, 2020 and 2019\n\u00b7Consolidated Statements of Cash Flows for the years ended May 31, 2020 and 2019\n\u00b7Notes to the Consolidated Financial Statements\nItem 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1789330_2020.htm (CIK: 1789330, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02026", "source": "edgar", "source_license": "public_domain", "text": "Item 6.Selected Financial Data.\nThe selected financial data presented for, and as of the end of, each of the years in the five-year period ended December 31, 2020, has been prepared in accordance with U.S. generally accepted accounting principles. The financial data presented is not directly comparable between periods as a result of the adoption of Accounting Standards Codification (\u201cASC\u201d) Topic 606, Revenue from Contracts with Customers in 2018 and Topic 842, Leases in 2019, three acquisitions in 2020, one acquisition in 2019, three acquisitions in 2018, two acquisitions in 2017 and one acquisition in 2016.\nThe following data should be read in conjunction with the Consolidated Financial Statements and the Notes to Consolidated Financial Statements appearing in Part II, Item 8, and Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations appearing in Part II, Item 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1085869_2020.htm (CIK: 1085869, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02027", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nInformation concerning director and executive compensation will be included in the Marine Products Proxy Statement for its 2021 Annual Meeting of Stockholders, in the sections titled \u201cCompensation Committee Interlocks and Insider Participation,\u201d \u201cDirector Compensation,\u201d \u201cCompensation Discussion and Analysis\u201d and \u201cExecutive Compensation.\u201d This information is incorporated herein by reference.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1129155_2020.htm (CIK: 1129155, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02028", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\n(a) FINANCIAL STATEMENTS\nREPORT OF MANAGEMENT\nThe management of Communications Systems, Inc. and its subsidiary companies is responsible for the integrity and objectivity of the financial statements and other financial information contained in the annual report. The financial statements and related information were prepared in accordance with accounting principles generally accepted in the United States of America and include amounts that are based on management\u2019s informed judgments and estimates.\nIn fulfilling its responsibilities for the integrity of financial information, management maintains accounting systems and related controls. These controls provide reasonable assurance, at appropriate costs, that assets are safeguarded against losses and that financial records are reliable for use in preparing financial statements. Management recognizes its responsibility for conducting the Company\u2019s affairs according to the highest standards of personal and corporate conduct.\nThe Audit and Finance Committee of the Board of Directors, comprised solely of outside directors, meets with the independent auditors and management periodically to review accounting, auditing, financial reporting and internal control matters. The independent auditors have free access to this committee, without management present, to discuss the results of their audit work and their opinion on the adequacy of internal financial controls and the quality of financial reporting.\n/s/ Anita Kumar\n/s/ Mark D. Fandrich\nAnita Kumar\nMark D. Fandrich\nChief Executive Officer\nChief Financial Officer\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nTo the shareholders and the board of directors of Communications Systems, Inc.:\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheets of Communications Systems, Inc. and subsidiaries (the \u201cCompany\u201d) as of December 31, 2020 and 2019, the related consolidated statements of income (loss) and comprehensive income (loss), changes in stockholders\u2019 equity, and cash flows, for each of the two years in the period ended December 31, 2020, and the related notes (collectively referred to as the \u201cconsolidated financial statements\u201d). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of their operations and their cash flows for each of the two years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.\nBasis for Opinion\nThese consolidated financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (\u201cPCAOB\u201d) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company\u2019s internal control over financial reporting. Accordingly, we express no such opinion.\nOur audits included performing procedures to assess the risks of material misstatement of the consolidated financi", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 22701_2020.htm (CIK: 22701, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02029", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nThe Trust has limited resources and is dependent upon MetLife, Inc.\nThe Trust is a single-purpose trust that does not engage in any business or activity other than voting and holding the Trust Shares and certain closely related activities, such as distributing cash dividends and other distributions. The assets of the Trust consist principally of the Trust Shares. As such, the Trust is exposed to equity market risk; any decline in the market price of Common Stock will adversely affect the value of the Trust\u2019s assets and, correspondingly, the Beneficiaries\u2019 Trust Interests. Beneficiaries of the Trust are directed to MetLife, Inc.\u2019s Risk Factors set forth in Item 1A of its Annual Report on Form 10-K for the year ended December 31, 2020 and the other Exchange Act filings of MetLife, Inc. for information regarding certain risks related to MetLife, Inc. that may affect the value of the Trust Shares, including regulatory and other restrictions which may affect MetLife, Inc.\u2019s ability to pay dividends on the Common Stock. See also \u201c- Quantitative and Qualitative Disclosures About Market Risk.\u201d\nBeneficiaries do not have legal title to any part of the Trust assets and have only certain limited rights.\nThe Trust has legal title over the Trust Shares. The Trust Interests represent undivided fractional interests in the Trust Shares and other assets of the Trust beneficially owned by a Trust Beneficiary through the Custodian. A Trust Interest entitles the Beneficiary only to certain rights. See \u201cBusiness - Overview\u201d and Note 1 of the Notes to the Financial Statements. Voting instructions to the Trustee on any matter not involving a Beneficiary Consent Matter will not be solicited and, if instructions are received, they will not be binding on the Trustee. On all matters other than Beneficiary Consent Matters, the Trustee shall vote, assent or consent the Trust Shares in favor of and in opposition to such matter, or abstain from voting on such matter, in accordance with the recommendation given by the Board of Directors of MetLife, Inc. to its stockholders in respect of the matter, or, if no such recommendation is given, as directed by the Board of Directors of MetLife, Inc.\nThere is no existing trading market for the Trust Interests and Beneficiaries may transfer their Trust Interests only in limited circumstances.\nThere is no existing trading market for the Trust Interests and the Trust Interests have no market value. Furthermore, Trust Interests may generally be transferred only in the following situations: (i) from the estate of a deceased Beneficiary to one or more beneficiaries taking by operation of law or pursuant to testamentary succession; (ii) to the spouse or issue of a Beneficiary or to an entity selected by a Beneficiary, provided that transfers to such entity are deductible for federal income, gift and estate tax purposes under \u00a7\u00a7170, 2055 and 2522 of the Internal Revenue Code of 1986, as amended, or to a trust established for the exclusive benefit of one or more of the following: (x) Beneficiaries, (y) individuals described in this clause (ii), or (z) entities described in this clause (ii); (iii) to a trust established to hold Trust Interests on behalf of an employee benefit plan; (iv) if the Beneficiary is not a natural person, by operation of law to the surviving entity upon the merger or consolidation of such Beneficiary into another entity, to the purchaser of substantially all the assets of such Beneficiary or to the appropriate persons upon the dissolution, termination or winding up of such Beneficiary; (v) by operation of law as a consequence of the bankruptcy or insolvency of such Beneficiary or the granting of relief to such Beneficiary under the Federal bankruptcy laws; or (vi) from a trust holding an insurance policy or annuity contract on behalf of the insured person under such policy or contract, to those persons to whom Trust Interests are required to be so transferred pursuant to the terms ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1110795_2020.htm (CIK: 1110795, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02030", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.\nTHE FOLLOWING DISCUSSION SHOULD BE READ TOGETHER WITH THE INFORMATION CONTAINED IN THE CONSOLIDATED FINANCIAL STATEMENTS AND RELATED NOTES INCLUDED ELSEWHERE IN THIS ANNUAL REPORT ON FORM 10-K.\nThe following discussion reflects the results of our operations. This discussion should be read in conjunction with the financial statements which are attached to this report. This discussion contains forward-looking statements, including statements regarding our expected financial position, business and financing plans. These statements involve risks and uncertainties. Our actual results could differ materially from the results described in or implied by these forward-looking statements as a result of various factors, including those discussed below and elsewhere in this report, particularly under the headings \"Special Note Regarding Forward-Looking Statements.\"\nUnless the context otherwise suggests, \"we,\" \"our,\" \"us,\" and similar terms, as well as references to \"BFNH\" or \"BioForce\" all refer to BioForce Nanosciences Holdings, Inc. as of the date of this report.\nCoronavirus Impact (COVID-19)\nDue to the recent outbreak of the coronavirus reported in many countries worldwide, local and federal governments have issued travel advisories, canceled large scale public events and closed schools. In addition, companies have begun to cancel conferences and travel plans and require employees to work from home. Global financial markets have also experienced extreme volatility and disruptions to capital and credit markets.\nAdverse events such as health-related concerns about working in our offices, the inability to travel, potential impact on our business partners and customers, and other matters affecting the general work and business environment could harm our business and delay the implementation of our business strategy.\nManagement is currently aware of the global and domestic issues arising from the Covid-19 pandemic and the possible direct and indirect effects on the Company's operations which could have a material adverse effect on the Company's current financial position, future results of operations, or liquidity, because its current operations are limited. However, investors should also be aware of factors, which includes the possibility of Covid-19 effects on operational status, could have a negative impact on the Company's prospects and the consistency of progress in the areas of revenue generation, liquidity, and generation of capital resources. These may include: (i) variations in revenue, (ii) possible inability to attract investors for its equity securities or otherwise raise adequate funds from any source should the company seek to do so, (iii) increased governmental regulation or significant changes in that regulation, (iv) increased competition, (v) unfavorable outcomes to litigation involving the Company or to which the Company may become a party in the future, and (vi) a very competitive and rapidly changing operating environment. The adverse events may also adversely impact our ability to raise capital or to continue as a going concern. We continue to monitor the recent outbreak of the coronavirus on our operations. The global economic slowdown and the other risks and uncertainties associated with the pandemic could have a material adverse effect on our business, financial condition, results of operations and growth prospects. In addition, to the extent the ongoing COVID-19 pandemic adversely affects the Company's business and results of operations, it may also have the effect of heightening many of the other risks and uncertainties which the Company faces.\nGoing Concern\nOn December 31, 2020, we had total assets of $39,865 and total liabilities of $399,773. In the absence of significant revenue and profits, we will be completely dependent on additional debt and equity financing. If we are unable to raise needed funds on acceptable te", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1310488_2020.htm (CIK: 1310488, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02031", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nBiocept, Inc.\nPage\nNo.\nFinancial Statements:\nReport of Independent Registered Public Accounting Firm\nBalance Sheets at December 31, 2020 and 2019\nStatements of Operations and Comprehensive Loss for the Years Ended December 31, 2020 and 2019\nStatements of Shareholders\u2019 Equity for the Years Ended December 31, 2020 and 2019\nStatements of Cash Flows for the Years Ended December 31, 2020 and 2019\nNotes to Financial Statements\nReport of Independent Registered Public Accounting Firm\nTo the Board of Directors and Shareholders of Biocept, Inc.\nOpinion on the Financial Statements\nWe have audited the accompanying balance sheets of Biocept, Inc. (\u201cCompany\u201d) as of December 31, 2020 and 2019, and the related statements of operations and comprehensive loss, shareholders\u2019 equity and cash flows for each of the two years in the period ended December 31, 2020, and the related notes (collectively referred to as the \u201cfinancial statements\u201d). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.\nBasis for Opinion\nThese financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (\"PCAOB\") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company\u2019s internal control over financial reporting. Accordingly, we express no such opinion.\nOur audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\nCritical Audit Matters\nThe critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.\nRevenue Recognition and Accounts Receivable\nAs described in Note 3 to the financial statements, the Company's revenues are generated from diagn", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1044378_2020.htm (CIK: 1044378, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02032", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nCertain statements contained within this \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d (\u201cMD&A\u201d) may be deemed \u201cforward-looking statements\u201d within the meaning of Section 27A of the Act, and Section 21E of the Securities Exchange Act of 1934, as amended (collectively, the \u201cPrivate Securities Litigation Reform Act of 1995\u201d). See \u201cSpecial Note regarding Forward-Looking Statements\u201d contained in this report.\nManagement\u2019s discussion and analysis is based, among other things, upon our audited consolidated financial statements and includes our accounts, the accounts of our wholly-owned subsidiaries, the accounts of our majority-owned Polish subsidiary, and the account of a variable interest entity for which we are the primary beneficiary, after elimination of all significant intercompany balances and transactions.\nThe following discussion and analysis should be read in conjunction with our consolidated financial statements and the notes thereto included in Item 8 of this report.\nCOVID-19 Impact\nSince the outbreak of COVID-19 in early part of 2020, we have remained focused on keeping our employees working and, at the same time, focusing on protecting the health and wellbeing of our employees and the communities in which we operate while assuring the continuity of our business operations.\nOur management team has proactively implemented our business continuity and safety plans and has taken a variety of measures to ensure the ongoing availability of our waste treatment and remediation services, while taking health and safety measures, including separating employee and customer contact, social distancing between employees, implementing enhanced cleaning and hygiene protocols in all of our facilities, and implementing remote work policies, when necessary.\nThe COVID-19 pandemic presents potential new risks to our business and results in significant volatility in the U.S. and international markets. We continue to closely monitor the impact of the COVID-19 pandemic on all aspects of our business. Starting in late March 2020, our operations were impacted by the shutdown of a number of projects and the delays of certain waste shipments. Since the latter part of the second quarter of 2020, all of the projects that were previously shutdown within our Services Segment restarted as stay-at-home orders and certain other restrictions resulting from the pandemic were lifted. Despite the shutdown of certain projects for part of 2020, revenues generated within our Services Segment in 2020 exceeded our revenue generated in 2019 by approximately $42,188,000. We continue to experience delays in waste shipments from certain customers within our Treatment Segment directly related to the impact of COVID-19 including generator shutdowns and limited sustained operations, along with other factors. However, we expect to see a gradual return in waste receipts from these customers starting in the first half of 2021 as they accelerate operations. As the impact of COVID-19 remains fluid, the uncertainty in waste receipt shipments may impact our results of operations for the first quarter of 2021 and potentially the second quarter of 2021. The potential for a material impact on our business increases the longer COVID-19 impacts the level of economic activities in the United States and globally as our customers may continue to delay waste shipments and project work may shut down again. For this reason, we cannot reasonably estimate with any degree of certainty the future impact COVID-19 may have on our results of operations, financial position, and liquidity during the next twelve months.\nAt this time, we believe we have sufficient liquidity on hand to continue business operations during the next twelve months. At December 31, 2020, our borrowing availability under our revolving credit facility was approximately $14,220,000 which was ba", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 891532_2020.htm (CIK: 891532, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02033", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nRisks Related to Our Financial Position and Need for Capital\nThere is substantial doubt about our ability to continue as a going concern, which will affect our ability to obtain future financing and may require us to curtail our operations.\nOur financial statements as of December 31, 2020 were prepared under the assumption that we will continue as a going concern. The independent registered public accounting firm that audited our 2020 financial statements, in their report, included an explanatory paragraph referring to our recurring losses since inception and expressing management\u2019s assessment and conclusion that there is substantial doubt in our ability to continue as a going concern. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our ability to continue as a going concern depends on our ability to obtain additional equity or debt financing, attain further operating efficiencies, reduce expenditures, and, ultimately, to generate revenue. We cannot assure you, however, that we will be able to achieve any of the foregoing. See Note 2 to our Consolidated Financial Statements for further details.\nWe have incurred substantial operating losses in each year since our inception and expect to continue to incur substantial losses for the foreseeable future. We may never become profitable or, if achieved, be able to sustain profitability.\nWe expect to incur substantial expenses without corresponding revenues unless and until we expand our commercialization efforts. To date, as part of our initial U.S. market launch targeting early adopter hospitals, we have generated limited revenue from our Pure-Vu System, but we do not expect to generate significant revenue from product sales until we expand our commercialization efforts for the Pure-Vu System, which is subject to significant uncertainty. We expect to incur significant marketing expenses in the United States, Europe and elsewhere, and there can be no assurance that we will generate significant revenues or ever achieve profitability. Our net loss for the years ended December 31, 2020 and December 31, 2019 was approximately $19.3 million and $23.1 million, respectively. As of December 31, 2020, we had an accumulated deficit of approximately $103.7 million.\nOur indebtedness to Silicon Valley Bank may limit our flexibility in operating our business and adversely affect our financial health and competitive position. Our obligations to Silicon Valley Bank are secured by substantially all of our assets, excluding our intellectual property assets. If we default on these obligations, Silicon Valley Bank could foreclose on our assets, which could have a materially adverse effect on our business.\nIn December 2019, we entered into a Loan and Security Agreement with Silicon Valley Bank, as subsequently amended from time to time (the \u201cLoan Agreement\u201d). All obligations under the Loan Agreement are secured by a first priority lien and security interests in substantially all of our assets (excluding all of our intellectual property, which is subject to a negative pledge). The security interests in substantially all of our assets includes a stock pledge on not more than sixty-five percent of our equity interests in Motus GI Medical Technologies LTD, our direct wholly-owned subsidiary.\nIn order to service this indebtedness and any additional indebtedness we may incur in the future, we will need to generate cash from our operating activities. Our ability to generate cash is subject, in part, to our ability to successfully execute our business strategy, as well as general economic, financial, competitive, regulatory and other factors beyond our control. If we are unable to generate sufficient cash to repay our debt obligations when they become due and payable, either when they mature, or in the event of a default, we may not be able to obtain additional debt or equity financing on favorable terms, if at all, which may n", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1686850_2020.htm (CIK: 1686850, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02034", "source": "edgar", "source_license": "public_domain", "text": "Item 1A.Risk Factors\nAs used in this Item 1A, references to \u201cwe, \u201cus\u201d and \u201cour\u201d mean the Fund.\nAn investment in our BACs and our investments in Operating Partnerships are subject to risks. These risks may impact the tax benefits of an investment in our BACs, and the amount of proceeds available for distribution to our limited partners, if any, on liquidation of our investments.\nIn addition to the other information set forth in this report, you should carefully consider the following factors which could materially affect our business, financial condition or results of operations. The risks described below are not the only risks we face. Additional factors not presently known to us or that we currently deem to be immaterial also may materially adversely affect our business operations.\nThe ability of limited partners to claim tax losses from their investment in us is limited.\nThe IRS may audit us or an Operating Partnership and challenge the tax treatment of tax items. The amount of Low Income Housing Tax Credits and tax losses allocable to the investors could be reduced if the IRS were successful in such a challenge. The alternative minimum tax could reduce tax benefits from an investment in our BACs. Changes in tax laws could also impact the tax benefits from an investment in our BACs and/or the value of the Operating Partnerships. Until the Operating Partnerships have completed a mandatory fifteen year Low Income Housing Tax Credit compliance period, investors are at risk for potential recapture of Low Income Housing Tax Credits that have already been claimed.\nThe Low Income Housing Tax Credits rules are extremely complicated and noncompliance with these rules may have adverse consequences for BAC holders.\nNoncompliance with applicable tax regulations may result in the loss of future Low Income Housing Tax Credits and the fractional recapture of Low Income Housing Tax Credits already taken. In most cases the annual amount of Low Income Housing Tax Credits that an individual can use is limited to the tax liability due on the person\u2019s last $25,000 of taxable income. The Operating Partnerships may be sold at a price which would not result in our realizing cash distributions or proceeds from the transaction. Accordingly, we may be unable to distribute any cash to our investors. Low Income Housing Tax Credits may be the only benefit from an investment in our BACs.\nPoor performance of one housing complex, or the real estate market generally, could impair our ability to satisfy our investment objectives.\nEach housing complex is subject to mortgage indebtedness. If an Operating Partnership failed to pay its mortgage, it could lose its housing complex in foreclosure. If foreclosure were to occur during the first 15 years of the existence of the Fund, the loss of any remaining future Low Income Housing Tax Credits, a fractional recapture of previously claimed Low Income Housing Tax Credits, and a loss of our investment in the housing complex would occur. To the extent the Operating Partnerships receive government financing or operating subsidies, they may be subject to one or more of the following risks:\n- difficulties in obtaining rent increases;\n- limitations on cash distributions;\n- limitations on sales or refinancing of Operating Partnerships;\n- limitations on transfers of interests in Operating Partnerships;\n- limitations on removal of local general partners;\n- limitations on subsidy programs; and\n- possible changes in applicable regulations.\nThe value of real estate is subject to risks from fluctuating economic conditions, including employment rates, inflation, tax, environmental, land use and zoning policies, supply and demand of similar properties, and neighborhood conditions, among others.\nNo trading market for the BACs exists or is expected to develop.\nThere is currently no active trading market for the BACs. Accordingly, limited partners may be unable to sell their BACs or may have to sell BACs at a discount. Limited partners", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: tax benefit, tax liability, tax credit, tax law. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02035", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nCOMPENSATION DISCUSSION AND ANALYSIS\nThis Compensation Discussion and Analysis (\u201cCD&A\u201d) describes the material elements, objectives, and principles of WES\u2019s 2020 executive compensation program for its named executive officers (\u201cNEOs\u201d), recent compensation decisions, and the factors the Board considered in making those decisions. The NEOs for 2020 were:\n_________________________________________________________________________________________\n(1)Mr. Pearl left WES on September 11, 2020.\nExecutive Summary\nPrior to December 31, 2019, we did not directly employ any of the persons responsible for managing our business. Our employees, including executive officers, who managed our business, were employed by Occidental (or, prior to the Occidental Merger, by Anadarko) and their respective subsidiaries other than us. During this period, compensation decisions for our executive officers were made by Occidental or Anadarko, and we reimbursed them for a portion of compensation expense that was allocated to us pursuant to the terms of our omnibus agreement.\nSubsequent to the Occidental Merger, WES undertook a strategic shift toward becoming a functionally-independent company based on the recognition that operating our business under a midstream-focused organizational infrastructure, with an independent management team solely dedicated to WES, would position WES to achieve long-term cost efficiencies, increase the quality, safety, and reliability of WES\u2019s service offerings and operate more competitively, thereby promoting the creation of long-term value for WES unitholders. Our executive management team, none of whom have any remaining role or responsibilities at Anadarko or Occidental, was brought into WES between August of 2019 and year-end 2019 to execute this transition. This change in organizational structure was and is a significant undertaking that informed all of our compensation decisions, including pay levels, the design of short-and long-term incentive programs, the determination of WES specific metrics used in these programs, and the benefit programs we provide.\nIn December 2019, we executed several agreements with Occidental designed to provide the legal and organizational framework for this transition. Among these agreements was the Amended and Restated Services, Secondment, and Employee Transfer Agreement (\u201cServices Agreement\u201d), which transferred employment of WES\u2019s management team from Occidental to WES at year-end 2019 and provided for the secondment of all remaining WES-dedicated employees through the date of their formal transfer to WES-which occurred in the first quarter of 2020. Following the execution of the Services Agreement, the Board of Directors of our general partner (the \u201cBoard\u201d) was vested with responsibility for all decisions relating to WES\u2019s compensation programs, including the compensation of our NEOs.\nThe compensation actions taken by the Board in 2020 were designed to promote and align with this strategic and operational transition, but were also-in certain respects-limited or influenced by structural considerations relating to this transition and/or the Occidental Merger. For example:\n\u2022Under the Anadarko Change of Control Plan, any material diminution in compensation or benefits in connection with the transfer to WES of legacy Anadarko employees-who compromise the majority of our workforce-could have given rise to constructive termination claims and severance obligations.\n\u2022Although WES was deconsolidated from Occidental at year-end 2019, there were significant transition considerations in establishing standalone compensation program structures and administrative functions applicable to the newly-formed WES workforce. The WES organization therefore relied upon and\nremained influenced to some degree by the established infrastructure and programs that existed at Occidental during 2020.\n\u2022Because WES did not have any employees prior to 2020, and all members of our executive mana", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1423902_2020.htm (CIK: 1423902, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02036", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements\nMBIA INC. AND SUBSIDIARIES\nINDEX TO CONSOLIDATED FINANCIAL STATEMENTS\nReport of Independent Registered Public Accounting Firm\nConsolidated Balance Sheets as of December 31, 2020 and 2019\nConsolidated Statements of Operations for the years ended December 31, 2020, 2019 and 2018\nConsolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2020, 2019 and 2018\nConsolidated Statements of Changes in Shareholders\u2019 Equity for the years ended December 31, 2020, 2019 and 2018\nConsolidated Statements of Cash Flows for the years ended December 31, 2020, 2019 and 2018\nNotes to Consolidated Financial Statements\nNote 1: Business Developments and Risks and Uncertainties\nNote 2: Significant Accounting Policies\nNote 3: Recent Accounting Pronouncements\nNote 4: Variable Interest Entities\nNote 5: Insurance Premiums\nNote 6: Loss and Loss Adjustment Expense Reserves\nNote 7: Fair Value of Financial Instruments\nNote 8: Investments\nNote 9: Derivative Instruments\nNote 10: Debt\nNote 11: Income Taxes\nNote 12: Business Segments\nNote 13: Insurance in Force\nNote 14: Insurance Regulations and Dividends\nNote 15: Benefit Plans\nNote 16: Earnings Per Share\nNote 17: Common and Preferred Stock\nNote 18: Accumulated Other Comprehensive Income\nNote 19: Commitments and Contingencies\nReport of Independent Registered Public Accounting Firm\nTo the Board of Directors and Shareholders of MBIA Inc.\nOpinions on the Financial Statements and Internal Control over Financial Reporting\nWe have audited the accompanying consolidated balance sheets of MBIA Inc. and its subsidiaries (the \u201cCompany\u201d) as of December 31, 2020 and 2019, and the related consolidated statements of operations, of comprehensive income (loss), of changes in shareholders\u2019 equity and of cash flows for each of the three years in the period ended December 31, 2020, including the related notes and financial statement schedules listed in the index appearing under Item 15(a)(2) (collectively referred to as the \u201cconsolidated financial statements\u201d). We also have audited the Company\u2019s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework\n(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).\nIn our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework\n(2013) issued by the COSO.\nBasis for Opinions\nThe Company\u2019s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management\u2019s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company\u2019s consolidated financial statements and on the Company\u2019s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance abo", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 814585_2020.htm (CIK: 814585, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02037", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk\nNot required for smaller reporting company filers.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1318641_2020.htm (CIK: 1318641, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02038", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\nThe following tables present the selected historical consolidated financial and other data for Camping World Holdings, Inc. The selected consolidated balance sheets data as of December 31, 2020 and 2019 and the selected consolidated statements of operations and statements of cash flows data for each of the years in the three-year period ended December 31, 2020 are derived from our audited consolidated financial statements contained in Part II, Item 8 of this Form 10-K. The selected consolidated balance sheets data as of December 31, 2018, 2017 and 2016, and the selected consolidated statements of operations and statements of cash flows data for the year ended December 31, 2017 and 2016 have been derived from our audited consolidated financial statements not included herein.\nDuring the year ended December 31, 2019, we had a change to our reportable segments as described in Note 22 - Segment Information in Part II, Item 8 of this Form 10-K. Accordingly, certain components of revenue and gross profit for the years ended December 31, 2018, 2017 and 2016 have been reclassified to conform to our current segment reporting structure.\nOur financial statements for the year ended December 31, 2017 reflect the provisional impact of the U.S. Tax Cuts and Jobs Act of 2017 that significantly revised the U.S. corporate income tax by, among other things, lowering the statutory corporate tax rate from 35% to 21% and eliminating certain deductions.\nOur financial statements for the year ended December 31, 2018 reflect the adoption of Accounting Standards Codification (\u201cASC\u201d) No. 606, Revenue from Contracts with Customers as described in Note 2 - Revenue in Part II, Item 8 of this Form 10-K, which also removed the guidance for capitalization of direct response advertising that is now expensed as incurred.\nOur financial statements for the year ended December 31, 2019 reflect the adoption of ASC No. 842, Leases as described in Note 1 - Summary of Significant Accounting Policies - Recently Adopted Accounting Pronouncements in Part II, Item 8 of this Form 10-K. Additionally, our financial statements for the year ended December 31, 2019 reflect long-lived asset impairments and restructuring charges as described in Note 5 - Restructuring and Long-lived Asset Impairment in Part II, Item 8 of this Form 10-K.\nSubsequent to the IPO and the related reorganization transactions, Camping World Holdings, Inc. has been a holding company whose principal asset is its equity interest in CWGS, LLC. As the sole managing member of CWGS, LLC, Camping World Holdings, Inc. operates and controls all of the business and affairs of CWGS, LLC, and, through CWGS, LLC, conducts its business. As a result, the Company consolidates CWGS, LLC\u2019s financial results and reports a non-controlling interest related to the common units not owned by Camping World Holdings, Inc. Such consolidation has been reflected for all periods presented. Our selected historical consolidated financial and other data does not reflect what our financial position, results of operations and cash flows would have been had we been a separate, stand-alone public company during those periods.\nOur selected historical consolidated financial and other data may not be indicative of our future results of operations or future cash flows. You should read the information set forth below in conjunction with our historical consolidated financial statements and the notes to those statements, \u201cItem 1A. - Risk Factors,\u201d and \u201cItem 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax rate, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02039", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nOverview\nThe Company\u2019s operations over the last several years generally reflect three trends or events which the Company expects to continue: (i) increased attention to \u201cniche\u201d insurance products, such as the Company\u2019s funeral plan policies and traditional whole life products; (ii) emphasis on cemetery and mortuary business; and (iii) capitalizing on an improving housing market by originating mortgage loans. The Company has adjusted its operations and sales approach to respond to the changing economic circumstances resulting from the COVID-19 pandemic.\nInsurance Operations\nThe following table shows the condensed financial results for the Company\u2019s insurance operations for the years ended December 31, 2020 and 2019. See Note 15 of the Notes to Consolidated Financial Statements.\nIntersegment revenues for the Company\u2019s insurance operations were primarily interest income from the warehouse lines provided to its mortgage lending affiliates to fund loans held for sale. Profitability in 2020 increased due to a $13,201,000 increase in net investment income, a $11,160,000 increase in insurance premiums and other considerations, a $3,567,000 increase in intersegment revenue, a $1,950,000 increase in gains on investments and other assets primarily due to a decrease in impairment losses on commercial real estate, a $581,000 decrease in amortization of deferred policy acquisition costs, and a $453,000 decrease in interest expense. This increase was partially offset by a $17,930,000 increase in death, surrenders and other policy benefits ($6,239,000 for COVID-19 related deaths), a $6,449,000 increase in selling, general and administrative expenses, and a $637,000 decrease in other revenues. The Company acquired Kilpatrick Life Insurance Company (\u201cKilpatrick Life\u201d) in December 2019. See Note 15 to the condensed consolidated financial statements. This acquisition is the primary reason for the increases in insurance premiums, net investment income, death, surrenders and other policy benefits, and selling, general and administrative expenses.\nIn response to the COVID-19 pandemic, the life insurance sales force has transitioned to virtual and tele sales processes and transitioned approximately 95% of office staff to work remotely.\nCemetery and Mortuary Operations\nThe following table shows the condensed financial results for the Company\u2019s cemetery and mortuary operations for the years ended December 31, 2020 and 2019. See Note 15 of the Notes to Consolidated Financial Statements.\nProfitability in 2020 has increased due to a $2,133,000 increase in cemetery pre-need sales, a $1,566,000 increase in cemetery at-need sales, a $1,312,000 increase in mortuary at-need sales, and a $228,000 increase in net investment income. This increase was partially offset by a $2,178,000 increase in selling, general and administrative expenses, a $693,000 decrease in gains on investments and other assets primarily attributable to a $621,000 decrease in gains on real estate sales and a $72,000 decrease in the fair value of equity securities classified as restricted assets and cemetery perpetual care trust investments due to the recent downturn of the economy caused by the COVID-19 pandemic, and a $374,000 increase in costs of goods sold.\nAs a result of the COVID-19 pandemic, the Company has seen a decrease in its average case size as funeral services have been limited. The Company has transitioned its pre-need sales force to virtual selling and has done in home sales as local regulations permit.\nMortgage Operations\nThe Company\u2019s wholly owned subsidiaries, SecurityNational Mortgage and EverLEND Mortgage Company, are mortgage lenders incorporated under the laws of the State of Utah and approved and regulated by the Federal Housing Administration (FHA), a department of the U.S. Department of Housing and Urban Development (HUD), which originate mortgage loans that qualify for gove", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 318673_2020.htm (CIK: 318673, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02040", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. Risk Factors.\nWe are subject to a variety of risks inherent in the global specialty petrochemicals and specialty waxes businesses. Many of these risk factors are not within our control and could adversely affect our business, results of operations or our financial condition.\nRisks Related to our Industry and Operations\nWe rely on a limited number of customers, including one customer that represented more than 10% of our consolidated revenue in 2020. A significant change in customer relationships or in customer demand for our products could materially adversely affect our results of operations, financial condition and cash flows.\nWe rely on a limited number of customers. Our largest customer, ExxonMobil and its affiliates, represented approximately 15.4% of our consolidated revenues in 2020. A significant reduction in sales to any of our key customers could materially adversely affect our results of operations, financial condition and cash flows, and could result from our key customers further\ndiversifying their product sourcing, experiencing financial difficulty or undergoing consolidation.\nOur industry is highly competitive, and we may lose market share to other producers of specialty petrochemicals, specialty waxes or other products that can be substituted for our products, which may adversely affect our results of operations, financial condition and cash flows.\nOur industry is highly competitive, and we face significant competition from both large international producers and from smaller regional competitors. Our competitors may improve their competitive position in our core markets by successfully introducing new products, improving their manufacturing processes or expanding their capacity or manufacturing facilities. Further, some of our competitors benefit from advantageous cost positions that could make it increasingly difficult for us to compete in certain markets. If we are unable to keep pace with our competitors\u2019 product and manufacturing process innovations, cost position or alternative value proposition, it could have a material adverse effect on our results of operations, financial condition and cash flows.\nIn addition, we face increased competition from companies that may have greater financial resources and different cost structures, alternative values or strategic goals than us. We have a portfolio of businesses across which we must allocate our available resources, while competing companies may specialize in only certain of our product lines. As a result, we may invest less in certain areas of our business than our competitors, and such competitors may have greater financial, technical and marketing resources available to them. Industry consolidation may also affect competition by creating larger, more homogeneous and stronger competitors in the markets in which we compete, and competitors also may affect our business by entering into exclusive arrangements with existing or potential customers or suppliers. We may have to lower the prices of many of our products and services to stay competitive, while at the same time, trying to maintain or improve revenue and gross margin.\nLoss of key employees, our inability to attract and retain new qualified employees or our inability to keep our employees focused on our strategies and goals could have an adverse impact on our operations.\nIn order to be successful, we must attract, retain and motivate executives and other key employees including those in managerial, technical, safety, operations, sales and marketing positions. We must also keep employees focused on our strategies and goals. The failure to hire, or loss of, key employees in a competitive industry could have a significant adverse impact on our operations. In addition, an important component of our competitive performance is our ability to operate safely and efficiently, including our ability to manage expenses and minimize the production of low margin products on an on-going basis. This requires co", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 7039_2020.htm (CIK: 7039, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02041", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nIn addition to the other information contained in, or incorporated by reference into, this Report, you should carefully consider the risks described below that could materially affect our business, financial condition, or future results. These risks are not the only risks facing us. Additional risks and uncertainties not presently known to us or that we currently believe are immaterial also may materially adversely affect our business, financial condition and/or results of operations.\nOperational Risks\nChanges in our relationships with our vendors, changes in import tax policy or trade relations, interruptions in our supply chain or increased commodity or supply chain costs could adversely affect our results of operations.\nA number of our equipment suppliers and vendors are based outside the United States, with China serving as a significant non-US source for our telecommunications and solar equipment. Because a large portion of our equipment is sourced, directly or indirectly, from outside the United States, major changes in tax policy or trade relations, such as the disallowance of tax deductions for imported products or the imposition of additional tariffs or duties on imported products, could adversely affect our business, results of operations, effective income tax rate, liquidity and net income. In addition, governmental restrictions on the procurement of equipment from certain Chinese vendors could result in a costly network replacement build that, if not offset by government support, could adversely affect our results of operations. Although the FCC has initiated proceedings to develop a replacement and reimbursement program, and Congress has appropriated funds for the purpose, if we are not able to access the funds that are necessary to remove equipment from restricted vendors or are unable to complete the removal and replacement in the time frame specified in any final rules, it could adversely our ability to operate, maintain or expand our domestic network infrastructure.\nFailure of network or information technology systems, including as a result of security breaches, could have an adverse effect on our business.\nWe are highly dependent on our information technology (\u201cIT\u201d) systems for the operation of our network, our facilities, delivery of services to our customers and the compilation of our financial results. Failure of these IT systems, through cyberattacks, breaches of security, or otherwise, may cause disruptions to our operations. There can be no assurance that we will be able to successfully prevent a material security breach stemming from future cyberattacks. Our inability to operate our network, facilities and back office systems as a result of such events, even for a limited period of time, may result in significant expenses and impact the timely and accurate delivery of our services or other information. Other risks that may also cause interruptions in service or reduced capacity for our customers include power loss, increasing reliance on cloud-storage providers (which may themselves be subject to cyberattack or breach), capacity limitations, software defects and breaches of security by computer viruses, break-ins or otherwise. Specifically, we have seen a rise in ransomware attacks in recent years. Telecommunications providers are increasingly being targeted by cyber criminals not necessarily for data about their own business, but access to the data of market participants in potentially more lucrative industries. Disruptions in our networks and the unavailability of our services or our inability to efficiently and effectively complete necessary technology or systems upgrades, or conversions could lead to a loss of customers, damage to our reputation and violation of the terms of our licenses and contracts with customers. Additionally, breaches of security may lead to unauthorized access to our customer or employee information processed and stored in, and transmitted through, our I", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax rate. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02042", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management's Discussion And Analysis Of Financial Condition And Results Of Operations\nYou should read the following discussion and analysis of our financial condition and plan of operations together with our financial statements and the related notes appearing elsewhere in this Annual Report. In addition to historical information, this discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those discussed below. Factors that could cause or contribute to such differences include, but are not limited to, those identified below, and those discussed in the section titled \u201cRisk Factors\u201d included elsewhere in this Annual Report. All amounts in this Annual Report are in U.S. dollars, unless otherwise noted.\nOverview\nExcept as expressly stated, the financial condition and results of operations discussed throughout the Management's Discussion and Analysis of Financial Condition and Results of Operations are those of Elys Game Technology, Corp. and its consolidated subsidiaries.\nWe are a licensed gaming Operator in the regulated Italian leisure betting market holding an \u201conline\u201d, \u201cretail\u201d and \u201cCTD retail\u201d Austria Bookmaker license through our Multigioco, and Ulisse subsidiaries, respectively. As an Operator, we collect gaming wagers and sports bets through two distribution channels: (i) online through websites on internet browsers, mobile applications and physical venues known as \u201cweb-shops\u201d (internet cafes; kiosks, coffee-shops, convenience stores, restaurants and bars, etc.) where patrons can play online through PC\u2019s situated at each venue, and (ii) through physical land-based retail venues (off-track betting shops, SSBT (\u201cself-serve betting terminal\u201d) kiosks, coffee-shops, convenience stores, restaurants, taverns and bars, etc.). Our prior subsidiary Rifa was amalgamated into Multigioco with effect on January 20, 2020.\nAdditionally, we are a global gaming technology company which owns and operates a betting software designed with a unique \u201cdistributed model\u201d architecture colloquially named Elys Game Board (the \u201cPlatform\u201d) through our Odissea subsidiary. The Platform is a fully integrated \u201comni-channel\u201d framework that combines centralized technology for updating, servicing and operations with multi-channel functionality to accept all forms of customer payment through the two distribution channels described above. The omni-channel software design is fully integrated with a built in player gaming account management system, built-in sports book and a virtual sports platform through our VG subsidiary. The Platform also provides seamless application programming interface integration of third-party supplied products such as online casino, poker, lottery and horse racing and has the capability to incorporate e-sports and daily fantasy sports providers.\nOur corporate group is based in North America, which includes an executive suite situated in San Francisco, California and a Canadian office in Toronto, Ontario through which we carry-out corporate activities, handle day-to-day reporting and U.S. development planning, and through which various employees, independent contractors and vendors are engaged.\nWe operate two business segments in the leisure gaming industry and our revenue is derived as follows:\n1.Betting establishments\nTransaction revenue through our offering of leisure betting products to retail customers directly through our online distribution on websites or a betting shop establishment or through third party agents that operate white-label websites and/or land-based retail venues; and\n2.Betting platform software and services\nSaaS based service revenue through providing our Platform and virtual sports products to betting operators.\nCurrently, transaction revenue generated through our subsidiaries Multigioco and Ulisse, consist of wagering and gaming transaction income broken down to: (i) spread on sports bet wagers, and (ii", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1080319_2020.htm (CIK: 1080319, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02043", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\nThe following discussion of our financial condition and results of operations should be read in conjunction with the selected historical consolidated financial data and consolidated financial statements and notes thereto appearing elsewhere in this annual report on Form 10-K. This discussion and analysis contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors. See \u201cSpecial Note Regarding Forward-Looking Information.\u201d\nGeneral\nThe Company has limited operations and is actively seeking merger, reverse merger, acquisition or business combination opportunities with an operating business or other financial transaction opportunities. Until a transaction is effectuated, the Company does not expect to have significant operations. Accordingly, during such period, the Company does not expect to achieve sufficient income to offset its operating expenses, resulting in operating losses that may require the Company to use and thereby reduce its cash balance. For further information on the Company\u2019s plan of operation and business, see Item I, Current Business. Until the Company completes a merger, reverse merger or other financial transaction, and unless interest rates increase dramatically, the Company expects to continue to incur a loss of between $15,000 to $18,000 for the first quarter and thereafter of between $12,000 to $15,000 per quarter. The increase in first quarter expenses relates to a Company audit and tax return.\nResults of Operations and Financial Condition\nDuring the year ended March 31, 2020, the Company had a loss from operations of $54,000. The loss is attributable to the operating, administrative and legal expenses incurred during the year. During the year ended March 31, 2019, the loss from operations was $57,000.\nThe decrease in the loss for the year ended March 31, 2020 is attributable to a decrease in legal, operating and administrative expenses of $3,000 in the year ended March 31, 2020.\nLiquidity and Capital Resources\nStockholders\u2019 equity as of March 31, 2020 was $61,000, as compared to $115,000 at March 31, 2019. The decrease is attributable to the operating loss incurred in 2020.\nThe Company had cash on hand at March 31, 2020 of $63,000, as compared to $120,000 at March 31, 2019. The decrease in cash on hand is attributable operating loss incurred in 2020.\nThe Company does not have any arrangements with banks or financial institutions with respect to the availability of financing in the future.\nThe payment of any cash distribution or dividend is subject to the discretion of the Company\u2019s Board of Directors. At this time the Company has no plans to pay any cash distributions or dividends in the foreseeable future.\nOff-Balance Sheet Arrangements\nNone.\nRecently Issued Accounting Standards\nThe Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.\nItem 7A.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 730669_2020.htm (CIK: 730669, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02044", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.\nMANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION\nAND RESULTS OF OPERATIONS\nThe following discussion should be read in conjunction with our audited financial statements and notes to our financial statements included elsewhere in this report. This discussion contains forward-looking statements that involve risks and uncertainties. Actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors discussed elsewhere in this report.\nCertain information included herein contains statements that may be considered forward-looking statements, such as statements relating to our anticipated revenues, gross margin and operating results, future performance and operations, plans for future expansion, capital spending, sources of liquidity, and financing sources. This forward-looking information involves important risks and uncertainties that could significantly affect anticipated results in the future, and accordingly, such results may differ from those expressed in any forward-looking statements made herein. These risks and uncertainties include those relating to our liquidity requirements, the continued growth of the Company\u2019s industry, the success of our product development, marketing and sales activities, vigorous competition in the construction industry, dependence on existing management, leverage and debt service (including sensitivity to fluctuations in interest rates), domestic or global economic conditions, the inherent uncertainty and costs of prolonged arbitration or litigation, and changes in federal or state tax laws or the administration of such laws.\nOverview\nCannAssist International Corp. (formerly Iris Grove Acquisition Corporation) (the \u201cCompany\u201d) was incorporated on May 17, 2017 under the laws of the State of Delaware. The business purpose of the Company is to produce, sell and market its CBD based products. The Company's corporate offices are located at 855 South Mission Avenue, Suite #K400, Fallbrook, CA 92028. The Company's email address is info@xceptorllc.com, and its website is xceptorcbd.com. The Company\u2019s telephone number is 888-991-2196.\nThe Company anticipates that it would need approximately $900,000 over the next 12 months to continue as a going concern, satisfy its capital commitments and continue its operations in accordance with its current business plan. In addition to revenues generated from sales, the Chief Executive Officer and several shareholders may fund the Company\u2019s operations, if needed, during the next 12 months or until the Company can generate an ongoing source of capital sufficient to independently continue its operations.\nAs of December 31, 2020, the Company had generated revenues of $ 1,137,865. At December 31, 2020, the Company had a net loss of $2,910,890 and had an accumulated deficit of $ 3,333,402.\nFor the period ended December 31, 2020, the Company\u2019s independent auditors issued a report raising substantial doubt about the Company\u2019s ability to continue as a going concern. The continuation of the Company as a going concern is dependent upon financial support from its principal stockholders, its ability to obtain necessary equity financing, or its ability to sell its services to generate consistent profitability.\nThe Company has also filed an offering statement on Form 1-A for the sale of 1,200,000 units of the Company, with each unit comprised of 3 shares of common stock and 1 warrant to purchase the common stock of the Company at an exercise price of $0.50 per share, for aggregate proceeds of $900,000, which was qualified by the SEC on October 13, 2020. To date, the Company has sold 2667 units for aggregate proceeds of $$2,000.25.\nRevenues and Losses\nDuring the year ended December 31, 2020, the Company posted revenues of $1,137,865 and costs of revenues of $766,763 resulting in a gross margin of $371,102. For that same ye", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1709542_2020.htm (CIK: 1709542, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02045", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data.\nThe information required by this Item is included in Part IV, Item 15(a).\nItem 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 21535_2020.htm (CIK: 21535, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02046", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nSummary Compensation Table\nThe following table provides information regarding the compensation paid during the years ended December 31, 2020 and 2019 to our principal executive officer, principal financial officer and certain of our other executive officers, who are collectively referred to as \u201cnamed executive officers\u201d elsewhere in this Annual Report.\n(1) Includes cost of healthcare benefits paid by the Company.\n(2) The fair values for all stock awards in this table represent the estimated award value at the time of grant using a Black-Scholes option pricing model with the following weighted-average assumptions for the year 2019. No grants were made for the 2020 fiscal year.:\nThe values of stock option grants shown in the table represent the full estimated Black-Scholes option value at the grant date, pursuant to compensation disclosure rules of the SEC. The Black-Scholes valuation for the options and stock awards for Messrs. Trieu, Uckun, Park and Shah were estimated assuming that the options would have been granted on the date of the employment agreements with each of the Officers. Such options and stock awards have not yet been granted to Messrs. Trieu, Park, Shah, Saund or Maida as of the date of this filing, and neither were they granted to Dr. Uckun. However, the stock option grants in the table vest over one to six years, and the values shown do not take into account subsequent increases or decreases in actual value to the recipient. See the Narrative Disclosure below for information regarding the number of shares granted to each of the named executive officers. See Note 6 to our Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2019 filed on May 14, 2020 for additional information regarding the assumptions used to determine the fair value of each of the option awards in this table. See also our discussion of stock-based compensation under \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations-Critical Accounting Policies and Significant Judgments and Estimates\u201d in our Annual Report on Form 10-K for the year ended December 31, 2020.\n(3) Represents other compensations paid to Messrs. Trieu, Park, Shah and Saund in lieu of salary and services rendered to the Company and its subsidiaries. Also includes $33,436 paid to Mr. Shah for his services to Edgepoint during the year ended December 31, 2020.\n(4) Represents compensation paid to Dr. Maida in lieu of services rendered to the Company. Dr. Maida is paid $15,000 per month.\n(5) Represents fees paid and payable to Mr. Shah, in cash and stock-based compensation, from June 2019 to end of July 2019 when Mr. Shah performed services as the Chief Financial Officer of Oncotelic Inc. and then the Company in a consulting capacity. Mr. Shah was formally appointed as an employee and appointed as in-house CFO effective August 2019.\nNarrative Disclosure to Summary Compensation Table\nVuong Trieu, Ph. D., Chulho Park, Ph. D, Saran Saund and Amit Shah\nCommencing April 2019, Drs. Trieu, Uckun and Park were appointed as Executive Officers and commenced earning compensation based on the table below. Mr. Shah was appointed as a consulting CFO in July 2019 and became an Executive Officer and employee in August 2019. Subsequently, in August 2019, the Company entered into Employment Agreements and incentive compensation arrangements with each of its executive officers. The Employment Agreements provide for annual base salaries for each year of the term, subject to review and adjustment by the Board or the Compensation Committee from time to time. Each Employment Agreement provides that the executive shall be eligible for an annual discretionary cash bonus expressed as a percentage the executive\u2019s base salary, subject to their achievement of performance targets and goals established by the Board or the Compensation Committee. Mr. Saund was appointed as an Executive Officer in November 2019 ", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 908259_2020.htm (CIK: 908259, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02047", "source": "edgar", "source_license": "public_domain", "text": "Item 6. SELECTED FINANCIAL DATA\nAs a smaller reporting company, we are not required to provide the information required by this Item.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1816090_2020.htm (CIK: 1816090, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02048", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data.\nWe qualify as a smaller reporting company, as defined by Item 10(f)(1) of Regulation S-K and are not required to provide the information required by this Item.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1379043_2020.htm (CIK: 1379043, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02049", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nReport of Independent Registered Public Accounting Firm\nTo the Stockholders and Board of Directors of\nUniversal Insurance Holdings, Inc. and Subsidiaries\nOpinions on the Financial Statements and Internal Control over Financial Reporting\nWe have audited the accompanying balance sheets of Universal Insurance Holdings, Inc. and Subsidiaries (the \u201cCompany\u201d) as of December 31, 2020 and 2019, the related statements of income, comprehensive income, stockholders' equity, and cash flows for each of the years in the three-year period ended December 31, 2020, and the related notes and schedules (collectively referred to as the \u201cfinancial statements\u201d). We also have audited the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the \u201cCOSO framework\u201d).\nIn our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in the COSO framework.\nBasis for Opinion\nThe Company's management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying \u201cManagement's Report on Internal Control over Financial Reporting.\u201d Our responsibility is to express an opinion on the Company\u2019s financial statements and an opinion on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (\u201cPCAOB\u201d) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.\nOur audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.\nDefinition and Limitations of Internal Control over Financial Reporting\nA company's internal control over financial reporting is a process designed to provide reasonab", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 891166_2020.htm (CIK: 891166, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02050", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nThe information required by this Item will be disclosed in the Proxy Statement and is incorporated by reference to the Proxy Statement.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 727207_2020.htm (CIK: 727207, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02051", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11.EXECUTIVE COMPENSATION\nThe information concerning our executive compensation required by Item 11 will be included in the Proxy Statement to be filed relating to American Assets Trust, Inc.'s 2021 Annual Meeting of Stockholders and is incorporated herein by reference.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1500217_2020.htm (CIK: 1500217, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02052", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\n(Tabular dollar amounts are in millions)\nMarket risk includes the risk of loss arising from adverse changes in market rates and prices. We face market risk from commodity variations, risk and interest rate variations, and to a lesser extent, credit risks. From time to time, we may utilize derivative financial instruments as described below to manage our exposure to such risks.\nCommodity Price Risk\nWe are exposed to market risks related to the volatility of commodity prices. To manage the impact of volatility from these prices, we utilize various exchange-traded and OTC commodity financial instrument contracts. These contracts consist primarily of futures, swaps and options and are recorded at fair value in our consolidated balance sheets.\nWe use futures and basis swaps, designated as fair value hedges, to hedge our natural gas inventory stored in our Bammel storage facility. At hedge inception, we lock in a margin by purchasing gas in the spot market or off peak season and entering into a financial contract. Changes in the spreads between the forward natural gas prices and the physical inventory spot price result in unrealized gains or losses until the underlying physical gas is withdrawn and the related designated derivatives are settled. Once the gas is withdrawn and the designated derivatives are settled, the previously unrealized gains or losses associated with these positions are realized.\nWe use futures, swaps and options to hedge the sales price of natural gas we retain for fees in our intrastate transportation and storage segment and operational gas sales on our interstate transportation and storage segment. These contracts are not designated as hedges for accounting purposes.\nWe use NGL and crude derivative swap contracts to hedge forecasted sales of NGL and condensate equity volumes we retain for fees in our midstream segment whereby our subsidiaries generally gather and process natural gas on behalf of producers, sell the resulting residue gas and NGL volumes at market prices and remit to producers an agreed upon percentage of the proceeds based on an index price for the residue gas and NGL. These contracts are not designated as hedges for accounting purposes.\nWe utilize swaps, futures and other derivative instruments to mitigate the risk associated with market movements in the price of refined products and NGLs to manage our storage facilities and the purchase and sale of purity NGL. These contracts are not designated as hedges for accounting purposes.\nWe use futures and swaps to achieve ratable pricing of crude oil purchases, to convert certain expected refined product sales to fixed or floating prices, to lock in margins for certain refined products and to lock in the price of a portion of natural gas purchases or sales. These contracts are not designated as hedges for accounting purposes.\nWe use financial commodity derivatives to take advantage of market opportunities in our trading activities which complement our transportation and storage segment\u2019s operations and are netted in cost of products sold in our consolidated statements of operations. We also have trading and marketing activities related to power and natural gas in our all other segment which are also netted in cost of products sold. As a result of our trading activities and the use of derivative financial instruments in our transportation and storage segment, the degree of earnings volatility that can occur may be significant, favorably or unfavorably, from period to period. We attempt to manage this volatility through the use of daily position and profit and loss reports provided to our risk oversight committee, which includes members of senior management, and the limits and authorizations set forth in our commodity risk management policy.\nThe tables below summarize commodity-related financial derivative instruments, fair values and the effect of an assumed hypothetical 10% change i", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1276187_2020.htm (CIK: 1276187, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02053", "source": "edgar", "source_license": "public_domain", "text": "Item 11.Executive Compensation.\nThe following represents the annual executive compensation through the company's past 3 years ended December 31, 2020 for (i) Dennis dos Santos, the company\u2019s former President and CEO; and (ii) Victor Altomare, President and CEO\nSummary Compensation Table for 2020\n(1)On September 21, 2018, the board of directors authorized the issuance of 3,000,000 pre-split shares (300,000 shares post reverse split) of common stock to Dennis dos Santos as past compensation for his services on the board and as CEO. The shares were valued at $21,000 and were subsequently certificated and issued.\n(2)Victor Altomare serves as CEO of our subsidiary, Fearless Films, Inc. Mr. Altomare has not taken a salary or been otherwise compensated in the past, but he has entered into a consulting agreement, effective as of January 1, 2019, that will pay him $5,000 per month and reimburse him for out-of-pocket business expenses.\n(3)The amount shown as other compensation is the difference between the contracted amount due to Mr. dos Santos and cash payments made by the company, which has been accrued as accounts payable.\nThe following table represents compensation to company directors during the years ended December 31, 2020, 2019 and 2018. Mr. Altomare\u2019s (4) compensation as a director and CEO is depicted in the table above. Mr. dos Santos\u2019s compensation as former Director and CEO is depicted in the table above. MR. dos Santos resigned as director and CEO effective September 27, 2020.\nDirectors Compensation Table for 2020\n(1)On September 21, 2018, the board of directors authorized 150,000 pre-split shares (15,000 post reverse split) of common stock to each of the two directors depicted above for their services as serving as directors on the board of directors. The shares were valued at $0.007 per share.\n(2)Ann Gerard resigned as a Director effective September 27, 2020.\n(3)Robert Davi and Goran Kalezic became directors on September 27, 2020.\n(4)Victor Altomare became a director on September 27, 2020.\nEmployment Agreements\nThe company has entered into a consulting agreement with Victor Altomare, President of its subsidiary Fearless Films (Canada), which was effective as of January 1, 2019. The consulting agreement has an indefinite term, which can be terminated by either party with a requisite 180 days\u2019 written notice to the other party, or at any time by mutual agreement. Under the terms of the consulting agreement, the company has agreed to pay Mr. Altomare $5,000 per month and reimburse Mr. Altomare for out-of-pocket business expenses. The consulting agreement also contains standard confidentiality and non-interference provisions.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1122742_2020.htm (CIK: 1122742, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02054", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\nThe following discussion should be read in conjunction with our consolidated financial statements and the accompanying notes to our consolidated financial statements, which are included in Part IV, Item 15 of this Report.\nOverview\nWe are a Maryland corporation primarily focused on investing in, financing and managing mortgage-backed securities (\u201cMBS\u201d) and other mortgage-related assets. Our objective is to provide attractive risk-adjusted returns to our stockholders, primarily through dividends and secondarily through capital appreciation. To achieve this objective, we have invested in the following:\n\u2022Residential mortgage-backed securities (\u201cRMBS\u201d) that are guaranteed by a U.S. government agency such as the Government National Mortgage Association (\u201cGinnie Mae\u201d) or a federally chartered corporation such as the Federal National Mortgage Association (\u201cFannie Mae\u201d) or the Federal Home Loan Mortgage Corporation (\u201cFreddie Mac\u201d) (collectively \u201cAgency RMBS\u201d);\n\u2022Commercial mortgage-backed securities (\u201cCMBS\u201d) that are guaranteed by a U.S. government agency such as Ginnie Mae or a federally chartered corporation such as Fannie Mae or Freddie Mac (collectively \u201cAgency CMBS\u201d);\n\u2022RMBS that are not guaranteed by a U.S. government agency or a federally chartered corporation (\u201cnon-Agency RMBS\u201d);\n\u2022CMBS that are not guaranteed by a U.S. government agency or a federally chartered corporation (\u201cnon-Agency CMBS\u201d);\n\u2022Credit risk transfer securities that are unsecured obligations issued by government-sponsored enterprises (\u201cGSE CRT\u201d);\n\u2022To-be-announced securities forward contracts (\"TBAs\") to purchase Agency RMBS;\n\u2022Residential and commercial mortgage loans; and\n\u2022Other real estate-related financing arrangements.\nWe conduct our business through IAS Operating Partnership L.P. (our \u201cOperating Partnership\u201d). We are externally managed and advised by Invesco Advisers, Inc. (our \u201cManager\u201d), an indirect wholly-owned subsidiary of Invesco Ltd. (\u201cInvesco\u201d).\nWe have elected to be taxed as a real estate investment trust (\u201cREIT\u201d) for U.S. federal income tax purposes under the provisions of the Internal Revenue Code of 1986. To maintain our REIT qualification, we are generally required to distribute at least 90% of our REIT taxable income to our stockholders annually. We operate our business in a manner that permits our exclusion from the definition of an \u201cInvestment Company\u201d under the 1940 Act.\nIn the first half of 2020, we experienced unprecedented market conditions as a result of the COVID-19 pandemic. Due to significant spread widening in both Agency and non-Agency securities, we received an unusually high number of margin calls from counterparties in the latter part of March. We notified our financing counterparties on March 23, 2020 that we were not in a position to fund the margin calls we received and that we did not expect to be in a position to fund the anticipated volume of future margin calls under our financing arrangements. To generate liquidity and reduce leverage in the first half of 2020, we sold a substantial portion of our MBS and GSE CRT portfolio. During the year ended December 31, 2020, we repaid all of our repurchase agreements that may not have been in compliance under our borrowing agreements and repaid our secured borrowings from the FHLBI.\nWe resumed investing in Agency RMBS in July 2020 with approximately 98% of our portfolio, excluding TBAs, invested in Agency RMBS at year end. We are financing our purchases of Agency RMBS with repurchase agreements and are in compliance with the terms of our financing arrangements as of December 31, 2020. We also began investing in TBAs as an alternative means of investing in and financing Agency RMBS in the third quarter of 2020. These TBAs are accounted for as derivative instruments under U.S. GAAP. We continue to hold unencumbered credit assets and evaluate potential credit investments that do not rely on shor", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, irs, internal revenue. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02055", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nExecutive Officer Compensation\nPCT LTD did not pay any compensation to its officers for the last two fiscal years. As of the date of this report, PCT LTD has not entered into any compensation agreement with Messrs. Grieco or Albers. However, PCT Corp. has/had employment agreements with Gary Grieco, Jody Read and Marion E. Paris during 2019, but only with Gary Grieco and Jody Read during 2020.\nSummary Compensation Table\n(1)Represents 500,000 Preferred Series B shares issued for services.\n(2)Compensation paid by PCT Corp. for Mr. Grieco\u2019s services.\nGrieco Employment Agreement\nOn August 12, 2019, the Company executed an employment contract with Gary J. Grieco, President/CEO. Mr. Grieco earned a base salary of $2,000 per month to serve as the president and CEO. His employment agreement provides for one week\u2019s vacation and indemnification rights. He is subject to a non-compete provision during the term of his employment, please one year after termination. Per the terms of the employment agreement, he is obligated to protect the Company\u2019s information and any work product he creates shall belong to the Company. His employment may be terminated by him or the Company with or without cause. In addition, Mr. Grieco was issued 500,000 Preferred Series B shares of PCT LTD.\nOn January 1, 2020, the Company entered into a four-year employment agreement with Gary J. Grieco, its President and CEO, whereby Mr. Grieco will receive $48,000 per year commencing April 1, 2020, and receive 15,000,000 shares of the Company\u2019s common stock for services to the Company as its President and CEO. In addition, once monthly revenue exceeds monthly expenses the salary will be increased and Mr. Grieco will be issued an additional 10,000,000 shares of the Company\u2019s common stock, as a bonus in lieu of cash. The employment agreement begins on January 1, 2020 and is automatically renewable for two years unless terminated earlier as per the terms of the agreement.\nRead Employment Agreement\nOn January 1, 2019, the Company entered into a four-year employment agreement with F. Jody Read in his role as Chief Executive Officer. The terms of the contract call for an annual salary of $90,000 for the first year, effective March 1, 2019 and increasing to $120,000 once the Company\u2019s revenue exceeds monthly expenses, then incrementally over time and with certain operation results, up to $200,000/year. The salary may be paid, at the employee\u2019s discretion, either in cash or in common stock. A $1,000 per month allowance will be granted to the executive for housing near the Company\u2019s South Carolina facility. The employment agreement awards the CEO 1,500,000 restricted shares of the Company\u2019s restricted stock, which shall vest in the following manner: 375,000 shares on March 1, 2019, 375,000 shares on March 1, 2020, 375,000 shares on March 1, 2021 and the final 375,000 shares on March 1, 2022. On August 12, 2019, the Company amended the Employment Contract with F. Jody Read, CEO, whereby 500,000 Preferred Series B shares were issued to Read. All other terms of the January 1, 2019 employment agreement remain in effect. On October 4, 2019, F. Jody Read resigned from the position of CEO and moved back into the role of COO. By executed addendum to the January 1, 2019 employment agreement between the parties, all terms within the referenced employment agreement remained the same with the exception of the issuance of 500,000 fully paid and non-assessable Series B Preferred Shares of the Company\u2019s stock.\nPCT LTD does not offer retirement benefit plans to our executive officers, nor have we entered into any contract, agreement, plan or arrangement, whether written or unwritten, that provides for payments to a named executive officer at, or in connection with, the resignation, retirement or other termination of a named executive officer, or a change in control of the company, or a change in the named executive officer\u2019s responsibilities following a change in c", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1119897_2020.htm (CIK: 1119897, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02056", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nWe have operations in the United States and Latin America. As such, we have been exposed in the past and may in the future be exposed to certain market risks, including interest rate, foreign currency exchange and financial instrument risks, in the ordinary course of our business. Currently, these risks are not material to our financial condition or results of operations, but they may be in the future.\nInterest Rate Risk\nAs of December 31, 2020, we had cash, cash equivalents and restricted cash of $262.1 million, which consisted primarily of bank deposits and money market funds. Such interest-earning instruments carry a degree of interest rate risk; however, historical fluctuations of interest income have not been significant. A 10% increase or decrease in the interests rates of these interest-earning instruments would not have a material effect on our consolidated financial statements for the year ended December 31, 2020.\nForeign Currency Exchange Rate Risk\nWe have been exposed to foreign currency exchange risk related to our transactions in currencies other than the U.S. Dollar, which is our functional and reporting currency. We do not currently hedge our foreign exchange exposure. Our foreign currency exposure is primarily with respect to the Colombian Peso (which accounted for less than 5% of our revenue for the fiscal years ended December 31, 2020 and 2019). A 10% increase or decrease in the value of these currencies to the U.S. Dollar would not have a material effect on our consolidated financial statements for the year ended December 31, 2020.\nITEM 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1793659_2020.htm (CIK: 1793659, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02057", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A.RISK FACTORS (continued)\n\u2022impairment in the value of tangible or intangible assets that could be recorded as a result of weaker or more volatile economic conditions; and\n\u2022administrative proceedings, litigation or regulatory compliance matters.\nThe impact of the COVID-19 pandemic may also exacerbate other risks discussed in this Item 1A. \u201cRisk Factors.\u201d The impact depends on the severity and duration of the current COVID-19 pandemic and actions taken by governmental authorities and other third parties in response, each of which is uncertain, rapidly changing and difficult to predict.\nMACROECONOMIC, MARKET AND OPERATIONAL RISKS\nLow levels of residential, commercial or industrial construction activity can have a material adverse impact on our business and results of operations.\nA large portion of our products are used in the markets for residential and commercial construction and repair and remodeling. Demand for certain of our products is affected in part by the level of new residential construction in the United States and elsewhere, although typically not until a number of months after the change in the level of construction. Lower demand in the regions and markets where our products are sold could result in lower revenues and lower profitability. Historically, construction activity has been cyclical and is influenced by prevailing economic conditions, including the level of interest rates and availability of financing, inflation, employment levels, consumer spending habits, consumer confidence and other macroeconomic factors outside our control. Residential and commercial construction is also affected by the cost and availability of skilled labor, which could impact both the cost and pace of construction activity, as well as the construction methods used, all of which could adversely affect demand for our products.\nSome of our products, particularly in our insulation business, are used in industrial applications, such as piping and storage tanks. Lower levels of industrial production and other macroeconomic factors affecting industrial construction activity could lessen demand for those products and lead to lower revenues or profitability.\nWe face significant competition in the markets we serve and we may not be able to compete successfully.\nAll of the markets we serve are highly competitive. We compete with manufacturers and distributors, both within and outside the United States, in the sale of building products and composite products. Some of our competitors may have superior financial, technical, marketing and other resources than we do. In some cases, we face competition from manufacturers in countries able to produce similar products at lower costs. We also face competition from the introduction by competitors of new products or technologies that may address our customers\u2019 needs in a better manner, whether based on considerations of pricing, usability, effectiveness, sustainability, quality or other features or benefits. If we are not able to successfully commercialize our innovation efforts, we may lose market share. Price competition or overcapacity may limit our ability to raise prices for our products when necessary, may force us to reduce prices and may also result in reduced levels of demand for our products and cause us to lose market share. In addition, in order to effectively compete, we must continue to develop new products that meet changing consumer preferences and successfully develop, manufacture and market these new products. Our inability to effectively compete could result in the loss of customers and reduce the sales of our products, which could have a material adverse impact on our business, financial condition and results of operations.\nOur sales may fall rapidly in response to declines in demand because we do not operate under long-term volume agreements to supply our customers and because of customer concentration in certain segments.\nMany of our customer volume commitments are short-term; ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1370946_2020.htm (CIK: 1370946, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02058", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nThe risk factors discussed in this section should be considered together with information included elsewhere in this Form 10-K and should not be considered the only risks to which we are exposed. In general, we are subject to the same general risks and uncertainties that impact many other industrial companies such as general economic, industry and/or market conditions and growth rates; the impact of natural disasters and their effect on global markets; and changes in laws or accounting rules. Additional risks and uncertainties not currently known to us or that we currently believe are immaterial also may impair our business, including our results of operations, liquidity and financial condition.\nBusiness and Operational Risks\n\u2022The COVID-19 pandemic has adversely impacted, and poses risks to, our business, the nature and extent of which are highly uncertain and unpredictable.\nThe COVID-19 pandemic has disrupted the global economy and adversely impacted our business, including demand for our products across multiple end-markets as well as our supply chain and operations. While we have experienced sequentially improving activity in most markets and geographies, the public health situation, global response measures and corresponding impacts on various markets remain fluid and uncertain and may lead to sudden changes in trajectory and outlook. Accordingly, we are currently unable to quantify the full and long-term impact of the pandemic on our results of operations, financial position and cash flows.\nWe are monitoring the global outbreak of COVID-19 and taking steps to mitigate its risks by working with our customers, employees, suppliers and other stakeholders. Significant portions of our workforce and operations have been impacted by quarantines, government orders and guidance, facility closures, illness, travel restrictions, implementation of precautionary measures and other restrictions. Over the course of the pandemic, we have continued to operate in accordance with established health and safety protocols across our facilities while maintaining an enhanced health and safety compliance program. More specifically, we have modified practices at our manufacturing locations and offices to adhere to guidance from the U.S. Centers for Disease Control and Prevention and local health and governmental authorities in our global network with respect to social distancing, physical separation, personal protective equipment and sanitization, and have restricted the number of employees permitted in common areas at any given time. Further actions may be required as conditions evolve, including if new waves of infection emerge in various parts of the globe or until a vaccine is widely available. In addition, because the pandemic has decreased customer demand in many of our end-markets, some of our businesses have continued to operate at reduced capacity. We cannot predict the number or timing of any future facility closures, the potential for operating at reduced capacity or the size of the workforce that may be impacted by potential labor actions such as furloughs or layoffs.\nThe COVID-19 pandemic has the potential to disrupt our supply chain as a result of shifts in demand, illness, quarantine, travel restrictions or financial hardship. We have been able to procure the critical raw materials and components necessary to continue production of our products, but there is no guarantee that we will be able to do so in the future. In addition, we may experience additional adverse impacts on our operational and commercial activities, costs, customer orders and purchases and our collections of accounts receivable, which may be material, and the extent of these adverse impacts on future operational and commercial activities, costs, customer orders and purchases and our collections remains uncertain even if conditions begin to improve.\nFurthermore, the pandemic has impacted and may further impact the broader economies of affected ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 29905_2020.htm (CIK: 29905, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02059", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION.\nSummary Compensation Table\nThe following table sets forth the compensation paid by us to our officers during the last two fiscal years ended December 31, 2020 and 2019. This information includes the dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation, if any. The compensation discussed addresses all compensation awarded to, earned by, or paid to our named executive officers.\n(1) Messrs. Edmonds and Bradford entered into 5-year employment agreements with Deep Green Waste and Recycling, LLC on January 1, 2016, which were assigned and assumed by Deep Green Waste and Recycling, Inc. on August 24, 2017 following the closing of the Purchase and Conveyance Agreement between the Company and Deep Green Waste and Recycling, LLC.\n(2) On January 1, 2016, the Deep Green Waste & Recycling, LLC (the \u2018LLC\u201d) entered into an Employment Agreement (the \u201cAgreement\u201d) with Bill Edmonds as Managing Member, President and Chief Financial Officer. Mr. Edmonds became Chief Executive Officer of the Company in 2011. In connection with his appointment, the LLC and Mr. Edmonds entered into a written Agreement for an initial five-year term, which provides for the following compensation terms for Mr. Edmonds. Pursuant to the Agreement, Mr. Edmonds will receive a base salary of $200,000 per year, subject to increase of not less than 10% per year. The Company (i) shall remit payment of One Hundred Sixty Thousand Dollars ($160,000) of the Base Salary; and (ii) shall defer payment of Forty Thousand Dollars ($40,000) of the Base Salary, in a proportionate basis and allocated over each payment of the Base Salary so remitted (the \u201cDeferred Base Salary\u201d). The Deferred Base Salary shall earn seven percent (7%) simple interest per annum until paid in full. The Executive, in his sole and absolute discretion, shall determine when and how Deferred Base Salary shall be paid, without limitation; and may also elect to acquire additional ownership interest in the LLC in exchange for all or any portion of the Deferred Base Salary then outstanding, at the lesser of (i) the then-current value of the ownership interest in the LLC; or (ii) the price at which ownership interest in the LLC was most recently purchased by any party, including the LLC. Mr. Edmonds is eligible for a cash bonus equal to 2.5% of Adjusted EBITDA over $2,000,000 at the end of each respective annual period. On July 17, 2017, Mr. Bradford and the LLC agreed to amend the terms of the Agreement, as follows: (i) upon initiation of its Incentive Stock Plan, the LLC hereby grants the Executive an additional two and one-fourth percent (2.25%) ownership interest in the LLC, with 0.5625% granted upon the date of initiation and 0.5625% granted on the anniversary date of the ISP for each of the following three years, and (ii) for each year of the Agreement in which the LLC\u2019s after-tax profits exceed $2,00000,000, the LLC will pay the Executive a Discretionary Incentive Bonus of no less than two and one half percent (2.5%) of the LLC\u2019s after-tax profits, as determined by the LLC\u2019s independent certified public accountant(s) in accordance with generally accepted accounting principles. On August 24, 2017, simultaneous with the entry into the Merger Agreement between Deep Green Waste & Recycling, LLC, Critic Clothing, Inc. and Deep Green Acquisition, LLC dated August 24, 2017, Deep Green Waste & Recycling, Inc. (the \u201cCompany\u201d)(f/k/a Critic Clothing, Inc.) entered into an Assignment and Assumption Agreement of Mr. Edmond\u2019s Agreement. On December 31, 2020, the Company extended Mr. Edmond\u2019s employment agreement for an additional two-year period.\n(3) On January 1, 2016, Deep Green Waste & Recycling, LLC (the \u201cLLC\u201d) entered into an Employment Agreement (the \u201cAgreement\u201d) with David A. Bradford as Chief Operating Officer. In connection with his appointment, the LLC and Mr. Bradford entered into a written Agreement for an initial five-year t", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1637866_2020.htm (CIK: 1637866, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02060", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS.\nOur business, financial condition, operating results and cash flows can be affected by a number of factors, including, but not limited to, those set forth below, any one of which could cause our actual results to vary materially from recent results or from our anticipated future results. The risks described below are not the only ones we face, but those we currently consider to be material. There may be other risks which we now consider immaterial, or which are unknown or unpredictable, with respect to our business, our competition, the regulatory environment or otherwise that could have a material adverse effect on our business, financial condition and results of operations.\nRISKS RELATED TO OUR FINANCIAL CONDITION AND CAPITAL REQUIREMENTS\nWe have incurred substantial losses and negative cash flow from operations in the past and expect to continue to incur losses and negative cash flow for the foreseeable future.\nWe have a limited operating history, limited capital, and limited sources of revenue. Since our inception in 1980 through December 31, 2020, we have incurred aggregate net losses of approximately $425.6 million. Our net losses from continuing operations attributable to common stockholders for the years ended December 31, 2020 and December 31, 2019 were approximately $8.2 million and $19.4 million, respectively. As of December 31, 2020, our cash and cash equivalents and marketable securities were $34.6 million. Our current business has not generated revenues in the past and for the foreseeable future we do not expect it to generate revenue to be sufficient to cover costs attributable to that business or to our operations as a whole, including our development activities associated with our product candidates. Ultimately, we may never generate sufficient revenue from our business to reach profitability, generate positive cash flow or sustain, on an ongoing basis, our current or projected levels of product development and other operations.\nWe anticipate that we will need substantial additional financing to continue our operations; if we are unable to raise additional capital, we may be forced to delay, reduce or eliminate one or more of our product development programs, and our business will be harmed.\nOur current operating plan will require significant levels of additional capital to fund the continued development of our cell therapy product candidates and our clinical development activities.\nOur clinical activities are expected to continue to grow as our programs are advanced and they will require significant investment over a period of several years before they could potentially be approved by the FDA and commercialized by us or a partner, if ever. Even if data from our current clinical trials for our product candidates were deemed positive, we may be required to conduct additional clinical trials of the product candidates, including larger and more expensive pivotal Phase 3 trials, to pursue commercialization of the candidates. To do so, we will need to raise additional capital, enter into collaboration agreements with third parties or undertake any combination thereof. If we are unsuccessful in our efforts to raise capital or find collaborative partners, we will likely need to otherwise delay or abandon the trials.\nThe amount and timing of our future capital requirements also will likely depend on many other factors, including:\n\u2022the scope, progress, results, costs, timing and outcomes of our cell therapy research and development programs and product candidates;\n\u2022our ability to enter into any collaboration agreements with third parties for our product candidates and the timing and terms of any such agreements;\n\u2022the costs associated with the consummation of one or more strategic transactions;\n\u2022the timing of and the costs involved in obtaining regulatory approvals for our product candidates, a process which could be particularly lengthy, or complex given the FDA's limited experience with marketin", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 320017_2020.htm (CIK: 320017, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02061", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nThe information required by Item 11 is included under the captions \u201cCompensation Discussion and Analysis,\u201d \u201cExecutive Compensation,\u201d \u201cCompensation Committee,\u201d \u201cCompensation Committee Report on Executive Compensation\u201d and \u201cDirector Compensation\u201d in our definitive proxy statement, which will be filed with the Commission within 120 days after the close of the fiscal year, and is incorporated herein by reference.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 85961_2020.htm (CIK: 85961, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02062", "source": "edgar", "source_license": "public_domain", "text": "Item 7A.Quantitative and Qualitative Disclosures About Market Risk.\nMarket Risk\nMarket risk is the risk of loss from adverse changes in market prices and rates. Our primary market risks include interest rate risk, credit risk and foreign currency exchange rate risk.\nInterest Rate Risk. We have both fixed-rate and variable-rate debt, and are subject to interest rate risk in connection with the issuance of variable-rate debt. Our interest expense, net was $493.9 million for 2020. To manage our risk from market interest rates, we actively monitor interest rates and other interest sensitive components to minimize the impact that changes in interest rates have on the fair value of assets, net income and cash flow. To achieve this objective, we manage our exposure to fluctuations in market interest rates through the use of fixed-rate debt instruments to the extent that reasonably favorable rates are obtainable with such arrangements. In addition, we may enter into derivative instruments such as interest rate swaps and interest rate caps to mitigate our interest rate risk on related financial instruments or to lock the interest rate on a portion of our variable debt. We do not enter into derivative or interest rate transactions for trading or other speculative purposes.\nThe approach we use to quantify interest rate risk is a sensitivity analysis, which we believe best reflects the risk inherent in our business. This approach calculates the impact on pre-tax income from an instantaneous and sustained increase or decrease in interest rates of 1%. In 2020, a 1% increase or decrease in interest rates on our variable-rate debt would have resulted in a change to our interest expense of approximately $68.8 million. Our use of this methodology to quantify the market risk of financial instruments should not be construed as an endorsement of its accuracy or the appropriateness of the related assumptions.\nCredit Risk. We are exposed to credit risk relating to the credit card, installment or other loans we make to our clients\u2019 customers. Our credit risk relates to the risk that consumers using the private label, co-brand, general purpose or business credit cards or installment or other loans that we issue will not repay their revolving credit card, installment or other loan balances. To minimize our risk of credit card, installment or other loan charge-offs, we have developed automated proprietary scoring technology and verification procedures to make risk-based origination decisions when approving new accountholders, establishing or adjusting their credit limits and applying our risk-based pricing. We also utilize a proprietary collection scoring algorithm to assess accounts for collections efforts if they become delinquent;\nafter exhausting all in-house collection efforts, we may engage collection agencies and outside attorneys to continue those efforts.\nForeign Currency Exchange Rate Risk. We are exposed to fluctuations in the exchange rate between the U.S. and the Canadian dollar and between the U.S. dollar and the Euro. For the year ended December 31, 2020, an additional 10% decrease in the strength of the Canadian dollar versus the U.S. dollar and the Euro versus the U.S. dollar would have resulted in an additional decrease in pre-tax income of approximately $12.2 million and $2.4 million, respectively. Conversely, a corresponding increase in the strength of the Canadian dollar or the Euro versus the U.S. dollar would result in a comparable increase to pre-tax income in these periods.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1101215_2020.htm (CIK: 1101215, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02063", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.\nOur consolidated financial statements, schedules and supplementary data, as listed under Item 15, appear in a separate section of this Report beginning on page.\nITEM 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1082923_2020.htm (CIK: 1082923, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02064", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nOverview - 2020 Versus 2019\nAnalysis of 2020 Earnings. Net income and diluted earnings per share (\u201cEPS\u201d) for 2020 were $41.2 million and $1.72, respectively. Dividends per share increased 5.7% from $.70 for 2019 to $.74 for 2020. ROA and ROE for 2020 were 1.00% and 10.47%, respectively, compared to .99% and 10.61%, respectively, for 2019.\nNet income for 2020 was $41.2 million, a decrease of $352,000, or .8%, as compared to 2019. The decrease is mainly due to an increase in the provision for credit losses of $3.0 million partially offset by increases in net interest income of $1.9 million, or 1.9%, and noninterest income, before securities gains, of $933,000, or 8.8%.\nThe increase in net interest income is mainly attributable to a reduction in deposit rates in response to decreases in the federal funds target rate to near zero as well as significant declines in rates across the entire yield curve. Declines in the cost of savings, NOW and money market deposits and interest-bearing liabilities far outpaced the decline in yield on securities and loans which are generally not subject to immediate repricing with changes in market interest rates. The increase in net interest income was also attributable to income from SBA PPP loans and a favorable shift in the mix of funding as an increase in average checking deposits and a decline in average interest-bearing liabilities resulted in average checking deposits comprising a larger portion of total funding. Average checking deposits include a portion of the proceeds of PPP loans.\nNet interest margin for 2020 was 2.64%, an increase of 7 basis points over 2019. The increase was mainly attributable to our ability to reduce the rates paid on interest-bearing deposits faster than interest-earning assets repriced downward and a deleveraging transaction completed in the third quarter of 2020.\nThe provision for credit losses was $3.0 million for 2020 on a CECL basis as compared to $33,000 for 2019 on an incurred loss basis. The provision for the current year was primarily attributable to the pandemic and reflected higher historical loss rates, economic conditions and net chargeoffs, partially offset by a decline in the outstanding loan balance of residential and commercial mortgages. The provision for 2019 was driven mainly by net chargeoffs, partially offset by declines in outstanding loans and lower growth rate trends.\nThe increase in noninterest income, before securities gains, of $933,000 is primarily attributable to an increase in the non-service components of the Bank\u2019s defined benefit pension plan and income relating to a transition payment from an independent broker-dealer for the initial conversion of the Bank\u2019s retail broker and advisory accounts. Partially offsetting these increases was a decrease in service charges on deposit accounts due to the pandemic. Management remains focused on revenue enhancement initiatives; however, the pandemic has negatively affected most categories of noninterest income.\nNoninterest expense, before debt extinguishment costs, increased $58,000 in 2020 as compared to 2019. Excluding executive severance and retirement charges of $2.6 million in 2019, the increase over 2019 was primarily due to increases in compensation and benefit costs mainly related to normal salary adjustments and hiring of lending and credit staff.\nThe increase in income tax expense of $96,000 is attributable to an increase in the effective tax rate (income tax expense as a percentage of pre-tax book income) from 16.5% in 2019 to 16.8% in 2020 as tax-exempt income from municipal securities and BOLI in the current year declined as a percentage of pre-tax earnings when compared to 2019.\nAsset Quality. The Bank\u2019s ACL to total loans (\u201creserve coverage ratio\u201d) on a CECL basis was 1.01% at January 1, 2020, 1.09% at March 31, 1.08% at June 30 and September 30 and 1.09% at December 31, 2020. Excluding ", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax expense, tax rate. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02065", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data\nSUMMARY OF SELECTED FINANCIAL DATA\nThe following table shows selected historical consolidated financial data for the Company as of and for each of the five years ended December 31, 2020, which has been derived from our audited consolidated financial statements. You should read this table together with our consolidated financial statements and related notes included in this Annual 10-K report.\n**Company issued $20.0 million of 4.75% subordinated notes due 2030 on October 14, 2020 and $23.0 million of unsecured 6.25% subordinated notes on February 6, 2015. The $20.0 million 6.25% subordinated notes were redeemed on February 15, 2020.\n_______________________________________\n(1) The Company had no intangible assets between 2016-2017. The acquisition of County First Bank in January 2018 added intangible assets for goodwill and core deposits.\n(2) Efficiency ratio is noninterest expense divided by the sum of net interest income and noninterest income.\n(3) Net operating expense is the sum of non-interest expense offset by non-interest income.\nUse of Non-GAAP Financial Measures\nStatements included in management\u2019s discussion and analysis include non-GAAP financial measures and should be read along with the accompanying tables, which provide a reconciliation of non-GAAP financial measures to GAAP financial measures. The Company\u2019s management uses these non-GAAP financial measures and believes that non-GAAP financial measures provide additional useful information that allows readers to evaluate the ongoing performance of the Company. Non-GAAP financial measures should not be considered as an alternative to any measure of performance or financial condition as promulgated under GAAP, and investors should consider the Company\u2019s performance and financial condition as reported under GAAP and all other relevant information when assessing the performance or financial condition of the Company. Non-GAAP financial measures have limitations as analytical tools, and investors should not consider them in isolation or as a substitute for analysis of the results or financial condition as reported under GAAP. See Non-GAAP reconciliation schedules that immediately follow:\nRECONCILIATION OF NON-GAAP MEASURES\nReconciliation of US GAAP total assets, common equity, common equity to assets and book value to Non-GAAP tangible assets, tangible common equity, tangible common equity to tangible assets and tangible book value.\nThe Company's management discussion and analysis contains financial information determined by methods other than in accordance with generally accepted accounting principles, or GAAP. This financial information includes certain performance measures, which exclude intangible assets. These non-GAAP measures are included because the Company believes they may provide useful supplemental information for evaluating the underlying performance trends of the Company.\n_______________________________________\n(1) The Company had no intangible assets between 2016-2017. The acquisition of County First Bank in January 2018 added intangible assets for goodwill and core deposits.\nRECONCILIATION OF GAAP AND NON-GAAP MEASURES\nPre-Tax Pre-Provision (\"PTPP\") Income, PTPP Return on Average Assets (\"ROAA\"), PTPP Return on Average Common Equity (\"ROACE\") and Return on Average Tangible Common Equity (\"ROATCE\")\nWe believe that pre-tax pre-provision income, which reflects our profitability before income taxes and loan loss provisions, allows investors to better assess our operating income and expenses in relation to our core operating revenue by removing the volatility that is associated with credit provisions and different state income tax rates for comparable institutions. We also believe that during a crisis such as the COVID-19 pandemic, this information is useful as the impact of the pandemic on the loan loss provisions of various institutions will likely vary based on the geography of the communities served by a particular institutio", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax rate, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02066", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nManagement\u2019s Report on Internal Control Over Financial Reporting\nManagement is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) under the Securities Exchange Act of 1934.\nManagement, including the principal executive officer and principal financial officer, has assessed the effectiveness of the Company\u2019s internal control over financial reporting as of December 31, 2020. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control - Integrated Framework (2013). Based on such assessment, management concluded that, as of December 31, 2020, the Company\u2019s internal control over financial reporting is effective based upon those criteria.\nKPMG LLP, an independent registered public accounting firm, has audited the Consolidated Financial Statements included in this Report and has issued a report with respect to the effectiveness of the Company\u2019s internal control over financial reporting.\n/s/ Ronald J. Seiffert /s/ William W. Harvey, Jr.\nRonald J. Seiffert, Chairman, President and Chief Executive Officer (Principal Executive Officer) William W. Harvey, Jr., Senior Executive Vice President\nand Chief Financial Officer (Principal Financial Officer)\nReport of Independent Registered Public Accounting Firm\nTo the Shareholders and Board of Directors\nNorthwest Bancshares, Inc.:\nOpinion on Internal Control Over Financial Reporting\nWe have audited Northwest Bancshares, Inc. and subsidaries\u2019 (the Company) internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission.\nWe also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (\"PCAOB\"), the consolidated statements of financial condition of the Company as of December 31, 2020 and 2019, the related consolidated statements of income, comprehensive income, changes in shareholders\u2019 equity, and cash flows for each of the years in the three-year period ended December 31, 2020, and the related notes (collectively, the consolidated financial statements), and our report dated February 26, 2021 expressed an unqualified opinion on those consolidated financial statements.\nBasis for Opinion\nThe Company\u2019s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management\u2019s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company\u2019s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operati", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1471265_2020.htm (CIK: 1471265, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02067", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A.\nQUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nWe had cash, cash equivalents and marketable debt securities totaling $404.7 million and $358.9 million at January 31, 2020 and 2019, respectively. Our cash is deposited in checking accounts with reputable financial institutions. The cash equivalents and marketable debt securities consist primarily of investments in money market funds, certificates of deposit, asset-backed securities, commercial paper, U.S. government securities, and debt securities of corporations. Our cash is held for working capital purposes. We do not enter into investments for trading or speculative purposes.\nLiquidity and Interest Rate Fluctuation Risks\nThe primary objectives of our investment activities are to preserve capital, provide liquidity and maximize income without significantly increasing risk. Some of the securities we invest in are subject to market risk. This means that a change in prevailing interest rates may cause the principal amount of the investment to fluctuate. To minimize this risk, we maintain our portfolio in a variety of debt securities with high liquidity and low credit risk. We do not enter into investments for trading or speculative purposes. A 10% change in interest rates will not have a material impact on our future interest income or investment fair value. The liquidity risk and the risk associated with fluctuating interest rates are limited to our investment portfolio.\nForeign Currency Risk\nTo date, all of our product sales and inventory purchases have been denominated in U.S. dollars. We therefore have not had any foreign currency risk associated with these two activities. The functional currency of all of our entities is the U.S. dollar. Our operations outside of the United States incur operating expenses and hold assets and liabilities denominated in foreign currencies, principally the New Taiwan Dollar and the Chinese Yuan Renminbi. Our results of operations and cash flows are subject to fluctuations due to changes in foreign currency exchange rates, particularly the exchange rates between the Chinese Yuan Renminbi and the U.S. dollar and between the New Taiwan Dollar and the U.S. dollar. As we grow our operations, our exposure to foreign currency risk could become more significant. To date, we have not entered into any foreign currency exchange contracts and currently do not expect to enter into foreign currency exchange contracts for trading or speculative purposes.\nITEM 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1280263_2020.htm (CIK: 1280263, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02068", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation.\nSummary Compensation Table\nThe table below summarizes all compensation awarded to, earned by, or paid to each named executive officer for our last two completed fiscal years for all services rendered to us.\n__________\n(1) Mr. Towning commenced as Chief Executive Officer and Chief Financial Officer on September 30, 2019.\n(2) Mr. Sangha and Dr. Para each resigned as executive officers of the Company on September 13, 2019.\nWe do not have employment agreements with any of our executive officers. We also do not have pension, health, annuity, insurance, stock options, profit sharing, or similar benefit plans. However, we may adopt plans in the future.\n- 12 -\nEmployment Agreements\nWe do not have employment agreements with any of our executive officers.\nOutstanding Equity Awards At Fiscal Year-end Table\nAt the end of our last completed fiscal year, our named executive officers did not have any outstanding unexercised options, stock that have not vested, or equity incentive plan awards.\nCompensation of Directors\nOur directors did not receive any compensation for their services as a director of the Company. We do not have compensation agreements with any of our directors.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1575345_2020.htm (CIK: 1575345, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02069", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations (dollars in millions, except per share data and unless otherwise indicated)\nCOVID-19\nAs discussed in note 1 to our consolidated financial statements, the COVID-19 pandemic has significantly disrupted supply chains and businesses around the world. The extent and duration of the COVID-19 impact, on the operations and financial position of United Rentals, and on the global economy, is uncertain. See \"Item 1. Business- Industry Overview and Economic Outlook\" above for a discussion of market performance in 2020.\nPrior to mid-March 2020, our performance was largely in line with expectations. In early-March, we initiated contingency planning ahead of the impact of COVID-19 on our end-markets. This planning has focused on five key work-streams that are the basis for our crisis response plan:\n1.Ensuring the safety and well-being of our employees and customers: Above all else, we are committed to ensuring the health, safety and well-being of our employees and customers. We have implemented a variety of COVID-19 safety measures, including ensuring that branches have sufficient and adequate personal protection equipment. We have also implemented appropriate social distancing practices, and increased disinfecting of equipment and facilities.\n2.Leveraging our competitive advantages to support the needs of customers: We have made modifications to enhance safety measures in our operating processes and protocols that support the needs of our customers. Additionally, our digital capabilities allow customers to perform fully contactless transactions.\n3.Disciplined capital expenditures: We have a substantial degree of flexibility in managing our capital expenditures and fleet capacity. Net rental capital expenditures (purchases of rental equipment less the proceeds from sales of rental equipment) for 2020 decreased $1.198 billion, or 92 percent, year-over-year.\n4.Controlling core operating expenses: A significant portion of our cash operating costs are variable in nature. Since March 2020, we have significantly reduced overtime and temporary labor primarily in response to the impact of COVID-19. Furthermore, we continue to leverage our current capacity to reduce the need for third-party delivery and repair services, and minimize other discretionary expenses across general and administrative areas.\n5.Proactively managing the balance sheet with a focus on liquidity: We are focused on ensuring that we maintain ample liquidity to meet our business needs as the impact of COVID-19 evolves. As a result, our current $500 share repurchase program was paused in mid-March 2020. At December 31, 2020, our total liquidity was $3.073 billion, comprised of cash and cash equivalents, and availability under the ABL and accounts receivable securitization facilities. We have no note maturities until 2026.\nThe impact of COVID-19 on our business is discussed throughout this \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\u201d As discussed below, the response plan above helped mitigate the impact of COVID-19 on our results.\nExecutive Overview\nWe are the largest equipment rental company in the world, with an integrated network of 1,165 rental locations in the U.S., Canada and Europe. In July 2018, we completed the acquisition of BakerCorp, which allowed for our entry into select European markets. Although the equipment rental industry is highly fragmented and diverse, we believe that we are well positioned to take advantage of this environment because, as a larger company, we have more extensive resources and certain competitive advantages. These include a fleet of rental equipment with a total original equipment cost (\u201cOEC\u201d) of $13.8 billion, and a North American branch network that operates in 49 U.S. states and every Canadian province, and serves 99 of the 100 largest metropolitan areas in the U.S. The BakerCorp acquisition discussed above", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1067701_2020.htm (CIK: 1067701, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02070", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nThe following discussion identifies material factors that could (i) materially and adversely affect our business, financial condition, results of operations, or prospects or (ii) cause our actual results to differ materially from our anticipated results, projections or other expectations. The following information should be read in conjunction with the other portions of this report, including \u201cSpecial Note Regarding Forward-Looking Statements\u201d, \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d in Item 7 and our consolidated financial statements and related notes in Item 8. Please note the following discussion is not intended to comprehensively list all risks or uncertainties faced by us. Our operations or actual results could also be similarly impacted by additional risks and uncertainties that are not currently known to us, that we currently deem to be immaterial, that arise in the future or that are not specific to us. In addition, certain of the risks described below apply only to a part or segment of our business.\nAll references to \"Notes\" in this Item 1A of Part I refer to the Notes to Consolidated Financial Statements included in Item 8 of Part II of this annual report.\nBusiness Risks\nWe may not be able to create the global digital experience expected by customers.\nOur customers expect us to create and maintain a global digital experience, including: (i) automation and simplification of our offerings, (ii) customer self-service options, (iii) innovative solutions, and (iv) digital access to our products, services and customer support. To do so, we must complete the digital transformation of our operations that is currently underway. Effective digital transformation is a complex, dynamic process requiring efficient allocation and prioritization of resources, simplification of our product portfolio, faster product deployments, retirement of obsolete systems, migration of data and corresponding workforce and system development. We cannot assure you we will be able to effect the successful digital transformation necessary to develop or deliver a global digital experience expected by our customers. If we are unable to do so, we could lose customers to our competitors or fail to attract new customers.\nChallenges with integrating or modernizing our existing applications and systems could harm our performance.\nTo succeed, we need to integrate, upgrade and evolve our existing applications and systems, including many legacy systems from past acquisitions. We cannot assure you we will be able to integrate our legacy IT systems, modernize our infrastructure or deploy a master data management platform. These modernization efforts will require efficient allocation of resources, development capacity, access to subject-matter experts, development of a sustainable operating model and successful collaboration between legal, privacy and security personnel. Any failure or delay in accomplishing these initiatives may negatively affect our (i) customer and employee experiences, (ii)\nability to meet regulatory, legal or contractual obligations, (iii) network stability, (iv) ability to realize anticipated efficiencies or (v) ability to deliver value to our customers at required speed and scale.\nWe operate in an intensely competitive industry and existing and future competitive pressures could harm our performance.\nEach of our business and consumer offerings faces increasingly intense competition from a wide variety of sources under evolving market conditions. Some of our current and potential competitors: (i) offer products or services that are substitutes for our traditional wireline voice services, including wireless voice and non-voice communication services, (ii) offer a more comprehensive range of communications products and services, (iii) have greater marketing, engineering, research, development, technical, provisioning, customer relations, financial or other resources, (iv) co", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 68622_2020.htm (CIK: 68622, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02071", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nOverview\nOur principal business objective for the next 12 months and beyond will be to achieve long-term growth potential through a combination with a business, rather than immediate, short-term earnings. Our search for a business opportunity will not be limited to any particular geographical area or industry, including both domestic and international companies.\nWe have negative working capital, negative shareholders' equity and have not earned any revenues from operations since 2005. However, we have issued an 11% revolving credit promissory note in favor of Vector Group Ltd. (\"Vector\") in the principal amount of up to $500,000, as amended on March 12, 2019, and maturing in December 2021, as amended on May 4, 2020, which we believe provides us with access to sufficient capital for the next twelve months from the issuance date of this report. We are currently devoting our efforts to locating merger candidates. Our ability to continue as a going concern is dependent upon our ability to develop additional sources of capital, locate and complete a merger with another company, and ultimately, achieve profitable operations. Our historical operating results disclosed in this annual report on Form 10-K are not meaningful to our future results.\nWe do not currently engage in any business activities that provide cash flow. During the next twelve months we anticipate incurring costs related to: (i) investigating and analyzing business combinations; (ii) filing of Exchange Act reports, and (iii) consummating an acquisition. We believe we will be able to meet these costs through amounts, as needed, to be lent by or invested in us by our shareholders, management or other investors.\nWe may consider a business which has recently commenced operations, is a developing company in need of additional funds for expansion into new products or markets, is seeking to develop a new product or service, or is an established business which may be experiencing financial or operating difficulties and is in need of additional capital. In the alternative, a business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital, but which desires to establish a public trading market for its shares, while avoiding, among other things, the time delays, significant expense, and loss of voting control which may occur in a public offering.\nOur management has not had any preliminary contact or discussions with any representative of any other entity regarding a business combination with us. Any target business that is selected may be a financially unstable company or an entity in its early stages of development or growth, including entities without established records of sales or earnings. In that event, we will be subject to numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies. In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk, and, although our management will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks.\nOur management anticipates that we will likely be able to effect only one business combination, due primarily to our limited financing and the dilution of interest for present and prospective shareholders, which is likely to occur as a result of our management's plan to offer a controlling interest to a target business in order to achieve a tax-free reorganization. This lack of diversification should be considered a substantial risk in investing in us, because it will not permit us to offset potential losses from one venture against gains from another.\nWe anticipate that the selection of a business combination will be complex and extremely risky. Becau", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 766404_2020.htm (CIK: 766404, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02072", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. RISK FACTORS\nThe statements in this section describe the most significant risks to our business and should be considered carefully in conjunction with \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d and the \u201cNotes to Consolidated Financial Statements\u201d to this Annual Report on Form 10-K, as well as our other disclosures in this Annual Report. We may have other risks that we have not yet identified or that we currently believe are immaterial but may become material.\nRISKS RELATING TO OUR BUSINESS\nInternal disagreements of our Board of Directors could have materially adverse consequences\nWe have a dynamic board of directors consisting of independent and non-independent members. Our board seeks to stimulate the flow of ideas, identify key issues, consider alternatives, and make informed decisions through a deliberative process. Our directors have a diverse range of experiences and perspectives. In some cases, our directors have actual or possible conflicts of interests or have financial or other interests in proposed transactions with the Company. As a result of all of these factors, members of our board of directors may disagree on how to oversee the business of the Company, the Company\u2019s long-term strategic, financial, or organizational goals, the Company\u2019s standards and policies, or other Company matters.\nThese disagreements can evolve into disputes, and some of these disputes may have adverse consequences, including a reduced level of trust among board members, unresolved issues, an inability to act on corporate matters, instability on the board, and reduced management and employee morale. They can also significantly delay or prevent the achievement of our business objectives or have an adverse impact on our business performance. In some cases, if disputes cannot be resolved internally, they can result in director resignation or removal, proxy contests, litigation, or stock market delisting.\nFailure to retain & recruit executive management and to build morale and performance\nEastside Distilling\u2019s success depends upon the efforts and abilities of our executive management team, key senior management, and a high-quality employee base, as well as our ability to attract, motivate, reward, and retain them. If one of our executive officers or critical senior management terminates his or her employment, we may not be able to replace their expertise, fully integrate new personnel or replicate the prior working relationships. The loss of critical employees might significantly delay or prevent the achievement of our business objectives. Qualified individuals with the breadth of skills and experience in our industry that we require are in high demand, and we may incur significant costs to attract them. Difficulties in hiring or retaining key executive or employee talent, or the unexpected loss of experienced employees could have an adverse impact on our business performance. In addition, we could experience business disruption and/or increased costs related to organizational changes, reductions in workforce, or other cost-cutting measures.\nWe recently experienced significant changes to our executive leadership team. Both our corporate controller and Vice President of Financial Planning and Analysis resigned effective December 2020 due to concerns of stability, functionality, and over-reaching Board involvement. This has been a significant set-back to the Company. We have recently recruited two new employees to fill these roles and we are currently on-boarding in the first quarter 2021.\nThere is substantial uncertainty relating to our acquisition of the assets of Intersect Beverage, LLC\nOn September 12, 2019, the Company completed the acquisition of the Azu\u00f1ia Tequila brand, the direct sales team, existing product inventory, supply chain relationships and contractual agreements from Intersect Beverage, LLC, an importer and distributor of tequila and related products. We have encountered inte", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1534708_2020.htm (CIK: 1534708, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02073", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11 - Executive Compensation\nInformation required under this item is contained in the sections entitled \u201cDirector Compensation,\" \u201cExecutive Compensation Information,\u201d and \"Pay Ratio\" as part of our 2021 Proxy Statement and is incorporated herein by reference.\nITEM 12", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 97134_2020.htm (CIK: 97134, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02074", "source": "edgar", "source_license": "public_domain", "text": "Item 7A: Quantitative and Qualitative Disclosures about Market Risk\nSee the Risk Management section of Item 7. Management\u2019s Discussion and Analysis in this Form 10-K.\nItem 8:", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1330399_2020.htm (CIK: 1330399, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02075", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. Risk Factors\nOur business and operations are subject to many risks. The risks described below may not be the only risks we face, as our business and operations may also be subject to risks that we do not yet know of, or that we currently believe are immaterial. If any of the events or circumstances described below actually occurs, our business, financial condition, results of operations or cash flows could be materially and adversely affected and the trading price of our common stock could decline. The following risk factors should be read in conjunction with the other information contained herein, including the consolidated financial statements and the related notes. Unless the context requires otherwise, \u201cwe,\u201d \u201cus,\u201d \u201cour\u201d and \u201cEOG\u201d refer to EOG Resources, Inc. and its subsidiaries.\nRisks Related to our Financial Condition, Results of Operations and Cash Flows\nCrude oil, natural gas and NGL prices are volatile, and a substantial and extended decline in commodity prices can have a material and adverse effect on us.\nPrices for crude oil and natural gas (including prices for natural gas liquids (NGLs) and condensate) fluctuate widely. Among the interrelated factors that can or could cause these price fluctuations are:\n\u2022domestic and worldwide supplies of crude oil, NGLs and natural gas;\n\u2022domestic and international drilling activity;\n\u2022the actions of other crude oil producing and exporting nations, including the Organization of Petroleum Exporting Countries;\n\u2022consumer and industrial/commercial demand for crude oil, natural gas and NGLs;\n\u2022worldwide economic conditions, geopolitical factors and political conditions, including, but not limited to, the imposition of tariffs or trade or other economic sanctions, political instability or armed conflict in oil and gas producing regions;\n\u2022the duration and economic and financial impact of epidemics, pandemics or other public health issues, such as the ongoing COVID-19 pandemic;\n\u2022the availability, proximity and capacity of appropriate transportation, gathering, processing, compression, storage and refining facilities;\n\u2022the price and availability of, and demand for, competing energy sources, including alternative energy sources;\n\u2022the effect of worldwide energy conservation measures, alternative fuel requirements and climate change-related initiatives;\n\u2022the nature and extent of governmental regulation, including any changes or other actions which may result from the recent elections in the United States of America (United States or U.S.) and change in administration, and including environmental and other climate change-related regulation, regulation of derivatives transactions and hedging activities, tax laws and regulations and laws and regulations with respect to the import and export of crude oil, NGLs, and natural gas and related commodities;\n\u2022the level and effect of trading in commodity futures markets, including trading by commodity price speculators and others; and\n\u2022weather conditions and changes in weather patterns.\nIn the first half of 2020, the prices for crude oil, NGLs and natural gas declined substantially as a result of the economic downturn and overall reduction of demand prompted by the COVID-19 pandemic and the oversupply of crude oil from certain foreign oil-exporting countries. In the second half of 2020, (i) the prices for NGLs and natural gas recovered to pre-pandemic levels and (ii) the prices for crude oil increased but remain significantly below pre-pandemic levels.\nThe above-described factors and the volatility of commodity prices make it difficult to predict crude oil, NGLs and natural gas prices in 2021 and thereafter. As a result, there can be no assurance that the prices for crude oil, NGLs and/or natural gas will continue to increase from, or sustain, their current levels, nor can there be any assurance that the prices for crude oil, NGLs and/or natural gas will not again decline.\nOur cash flows and results of operations depend to a great extent on prevai", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: tax law, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02076", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nYou should consider carefully the risks and uncertainties described below, together with all of the other information in this Annual Report on Form 10-K, which could materially affect our business, financial condition, results of operations and prospects. The risks described below are not the only risks facing us. Risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially affect our business, financial condition, results of operations and prospects.\nRisk Factors Summary\nOur business is subject to numerous risks and uncertainties, including those highlighted in Part I, Item 1A titled \u201cRisk Factors.\u201d These risks include, but are not limited to, the following:\nRisks Related to Our Business and Industry\n\u2022the COVID-19 pandemic could materially adversely affect our business;\n\u2022the networking market is rapidly evolving;\n\u2022failure to successfully pursue new products and services and expand into adjacent markets could adversely affect our business;\n\u2022our revenue and revenue growth may decline;\n\u2022our results of operations may vary significantly from period to period;\n\u2022our gross margins vary and may be adversely affected;\n\u2022shipment delays could cause revenue to fall;\n\u2022adverse economic conditions and reduced information technology and network infrastructure spending may adversely affect our business;\n\u2022we face intense competition and industry consolidation;\n\u2022we are subject to risks associated with international sales and operations;\n\u2022we face risks associated with the acquisition and integration of complementary companies, products or technologies;\n\u2022seasonal fluctuations impact revenue;\n\u2022fluctuations in currency exchange rates could adversely affect our business;\n\u2022failure to raise any needed capital on favorable terms could harm our business.\nRisks Related to Customers and Sales\n\u2022if we are unable to attract new large customers or sell additional products and services to our existing customers, our revenue growth will be adversely affected;\n\u2022large purchases by a limited number of customers represent a substantial portion of our revenue;\n\u2022if we are unable to increase market awareness of our products, our revenue may not continue to grow or may decline;\n\u2022some large customers require more favorable terms;\n\u2022sales of our switches generate most of our product revenue;\n\u2022sales prices of our products and services may decrease;\n\u2022sales cycle can be long and unpredictable;\n\u2022inability to offer high quality support and services could adversely affect our business;\n\u2022declines in maintenance renewals by customers could harm our business;\n\u2022indemnification provisions under sales contracts could expose us to losses;\n\u2022we rely on distributors, systems integrations and resellers to sell our products;\n\u2022sales to government entities are subject to a number of risks and challenges;\n\u2022we are exposed to credit risk of channel partners and customers.\nRisks Related to Products and Services\n\u2022product quality problems, defects, errors or vulnerabilities could harm our business;\n\u2022failure to anticipate technological shifts could harm our business;\n\u2022our products must interoperate with operating systems, software and hardware developed by others.\nRisks Related to Supply Chain and Manufacturing\n\u2022managing the supply of our products and product components is complex;\n\u2022some key components in our products come from sole or limited sources of supply which results in risks of supply shortages and supply changes;\n\u2022we depend on third-party manufacturers to build our products;\n\u2022future sales forecasts may be materially inaccurate which could result incorrect levels of inventory.\nRisks Related to Intellectual Property and Other Proprietary Rights\n\u2022assertions by third parties of intellectual property infringement could harm our business;\n\u2022failure to protect our intellectual property rights could harm our competitive position;\n\u2022we rely on the availability of licenses to third party software and other intellectual property;", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1596532_2020.htm (CIK: 1596532, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02077", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nThe following tables set forth certain information about compensation paid, earned or accrued for services by our Executive Officer for the years ended March 31, 2020 and 2019:\nSummary Compensation Table\nName and\nPrincipal\nPosition\nYear\nSalary\n($)\nBonus\n($)\nStock\nAwards\n($)\nOption\nAwards\n($)\nNon-Equity\nIncentive Plan\nCompensation\n($)\nAll Other\nCompensation\n($)\nAll Other\nCompensation\n($)\nTotal\n($)\nNatalija Tunevic President, Secretary and Treasurer\nMarch 31, 2019\nMarch 31, 2020\nThere are no current employment agreements between the Company and its officer.\nMs. Tunevic currently devotes all of her time to manage the affairs of the Company. She has agreed to work with no remuneration until such time as the Company receives sufficient revenues necessary to provide management salaries. At this time, we cannot accurately estimate when sufficient revenues will occur to implement this compensation, or what the amount of the compensation will be.\nThere are no annuity, pension or retirement benefits proposed to be paid to the officer or director or employees in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by the Company or any of its subsidiaries, if any.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1740797_2020.htm (CIK: 1740797, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02078", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA\nIndex to Consolidated Financial Statements\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nTo the Stockholders and the Board of Directors\nResonant Inc.\nOpinion on the Consolidated Financial Statements\nWe have audited the accompanying consolidated balance sheet of Resonant Inc. and subsidiaries (the Company) as of December 31, 2020, the related consolidated statements of comprehensive loss, stockholders\u2019 equity, and cash flows for the year ended December 31, 2020, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020, and the results of its operations and its cash flows for the year ended December 31, 2020, in conformity with U.S. generally accepted accounting principles.\nGoing Concern\nThe accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has suffered recurring losses from operations, and expects to continue to incur significant losses, that raise substantial doubt about its ability to continue as a going concern. Management\u2019s plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.\nBasis for Opinion\nThese consolidated financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company\u2019s internal control over financial reporting. Accordingly, we express no such opinion.\nOur audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.\nCritical Audit Matter\nThe critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit m", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1579910_2020.htm (CIK: 1579910, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02079", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data.\nThe financial statements required by Item 8 are submitted in a separate section of this report beginning on Page and are incorporated herein and made a part hereof.\nItem 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1076682_2020.htm (CIK: 1076682, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02080", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\nAs a smaller reporting company, Amergent is not required to provide the information required by this Item 6.\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1805024_2020.htm (CIK: 1805024, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02081", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of\nFinancial Condition and Results of Operations\nITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nIntroduction\nThis Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations (Management\u2019s Discussion and Analysis) analyzes the financial condition, results of operations and cash flows of Washington Gas. This discussion follows the format permitted in accordance with General Instruction I(2) of Form 10-K, in light of Washington Gas\u2019 status as a wholly owned subsidiary of AltaGas as permitted under General Instruction I(1) of Form 10-K. It includes management\u2019s narrative analysis of results of operations and reasons for material changes. This narrative discusses past financial results and potential factors that may affect future results, potential future risks and approaches that may be used to manage them. Except where the content clearly indicates otherwise, \u201cWashington Gas,\u201d \u201cwe,\u201d \u201cus,\u201d \u201cour\u201d or the \"Company\" refers to Washington Gas Light Company.\nManagement\u2019s Discussion and Analysis is designed to provide an understanding of our operations and financial performance and should be read in conjunction with the company\u2019s financial statements and the Notes to Financial Statements.\nExecutive Overview\nWashington Gas has one operating segment that engages in its core business of delivering and selling natural gas under tariffs approved by regulatory commissions in the District of Columbia, Maryland and Virginia. Net income was $131.9 million for calendar year 2020 compared to $97.1 million for calendar year 2019. The increase in net income was mainly from an increase in net revenues driven by the impact of rate cases, accelerated pipe replacement programs, our asset optimization program, and change of accounting principle relate to pension cost, partially offset by negative impacts from warmer weather and the COVID-19 pandemic.\nFactors critical to the success of Washington Gas include: (i) operating a safe and reliable natural gas distribution system; (ii) having sufficient natural gas supplies to meet customer demands; (iii) being competitive with other sources of energy such as electricity, fuel oil and propane; (iv) having access to sources of liquidity; (v) recovering the costs and expenses of this business in the rates charged to customers, and (vi) earning a fair, just and reasonable rate of return on invested capital.\nCOVID-19\nOn March 11, 2020, the World Health Organization declared the outbreak of a strain of novel coronavirus disease, COVID-19, a global pandemic. Governments in affected areas in which we operate have imposed a number of measures designed to contain the outbreak, including business closures, travel restrictions, quarantines and cancellations of gatherings and events. Washington Gas activated a pandemic response team to monitor COVID-19 developments closely. The pandemic response team has led Company efforts to mitigate the impacts to our business, and has implemented pandemic and business continuity plans to protect our employees, customers and communities. To date, Washington Gas has been able to respond to pandemic-related challenges with minimal disruption to its operations and business and it has not experienced unavailability of a significant portion of its personnel as a result of COVID-19.\nAs a result of regulatory orders, we temporarily suspended customer disconnections for non-payment, temporarily suspended collection activities and temporarily waived assessing and billing late payment fees. While the suspension of disconnections has been lifted in Maryland for non-residential customers in the fourth quarter of 2020, the suspension in District of Columbia and Virginia continues. We resumed assessing late payment fees in Maryland in October 2020 following a regulatory order.\nThe suspension of collection activities has caused our overall accounts receivable portfolio to age more than h", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 104819_2020.htm (CIK: 104819, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02082", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nThe information required to be furnished pursuant to this Item will be set forth under the caption \u201cCompensation Discussion and Analysis Compensation Philosophy and Objectives of Our Executive Compensation Program\u201d in the 2021 Proxy Statement or in an amendment to this Annual Report on Form 10-K, which information is incorporated herein by reference.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 225628_2020.htm (CIK: 225628, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02083", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nWe are a smaller reporting company, as defined by Rule 229.10(f) (1) and are not required to provide the information required by this Item.\nITEM 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1677897_2020.htm (CIK: 1677897, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02084", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nThe following table sets forth all compensation earned in respect of our Co-Chairman, Chief Executive Officers and our Chief Financial Officer for our last three completed fiscal years.\nSUMMARY COMPENSATION TABLE\nThe following information is furnished for the years ended December 31, 2020, 2019 and 2018 for our Co-Chairman, Chief Executive Officer and our Chief Financial Officers.\n*\nMichael A. Kraft was appointed CEO in March 2017.\n** Matthew Hoffman was appointed CFO in June 2020 and was a consultant to the Company between May 2020 and June 2020.\n*** Ron Robinson resigned from his position as CFO of the Company in June 2020.\nOUTSTANDING EQUITY AWARDS AT FISCAL YEAR END\nThe following table sets forth with respect to grants of options to purchase our common stock to the executive officers as of December 31, 2020:\nDirector Compensation 2020\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1375195_2020.htm (CIK: 1375195, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02085", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS.\nWe are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended, and are not required to provide the information under this item.\nITEM 1B.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1125699_2020.htm (CIK: 1125699, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02086", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7.MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nOur presentation in this Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations contains a number of forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on management\u2019s current projections or expectations with regard to the future operations of business. Such projections or expectations are expressed in good faith and believed to have a reasonable basis, but there can be no assurance that such projections or expectations will prove to be correct or accurate, and as a result of certain risks and uncertainties, actual results of operations may differ materially.\n7.1CRITICAL ACCOUNTING POLICIES AND ESTIMATES\nThe preparation of our financial statements in accordance with US GAAP requires management to make estimates and assumptions affecting the reported amounts in our financial statements and accompanying notes. The following is a discussion of the accounting policies we apply that are considered to involve a higher degree of judgment in their application. For details of all material accounting policies, see Note 2 to our financial statements.\nPage 6 of 25\nIncome Taxes\nThe Company recognizes deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Deferred tax liabilities and assets are determined based on the difference between the financial statement bases and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The Company estimates the degree to which tax assets and credit carryforwards will result in a benefit based on expected profitability by tax jurisdiction. A valuation allowance for such tax assets and loss carryforwards is provided when it is determined to be more likely than not that the benefit of such deferred tax asset will not be realized in future periods. Tax benefits of operating loss carryforwards are evaluated on an ongoing basis, including a review of historical and projected future operating results, the eligible carryforward period, and other circumstances. If it becomes more likely than not that a tax asset will be used, the related valuation allowance on such assets would be reduced.\nThe Company recognizes tax benefits from uncertain tax positions only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. Once this threshold has been met, the Company's measurement of its expected tax benefits is recognized in its financial statements. The Company accrues interest on unrecognized tax benefits as a component of income tax expense. Penalties, if incurred, would be recognized as a component of income tax expense.\n7.2RESULTS OF OPERATIONS\n7.2.1Revenue and Expenses\nAs described in Item 1 hereof, the Company has remained in an inactive or non-operating status since December 6, 2004. There was no active business operated and no revenue earned by the Company for the fiscal years ended December 31, 2020 and 2019.\nTotal expenses for the fiscal years ended December 31, 2020 and 2019 were US$57,908 and US$65,502, respectively. Expenses were for professional fees and miscellaneous administrative expenses in the two fiscal years.\n7.2.2Net Loss\nNet loss for the fiscal years ended December 31, 2020 and 2019 was US$57,908 and US$65,502, respectively.\n7.2.3Liquidity and Capital Resources\nAs at December 31, 2020, the balance of cash for the Company was nil. The Company has currently retained no sources of liquidity other than the private financing by cash in-flow from the principal shareholder, which is unsecured and could be discontinued at any time.\n", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax expense, deferred tax, tax rate. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02087", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\nThe table below summarizes our selected historical financial information for each of the last five years. The summary of operations data for the years ended December 31, 2020, 2019, and 2018, and the balance sheet data as of December 31, 2020 and 2019, have been derived from our audited Consolidated Financial Statements included in this report. All periods presented in this table have been revised for the pension accounting change discussed in Note 1 of the Notes to the Consolidated Financial Statements in Item 8 of this report. The historical selected financial information may not be indicative of our future performance and should be read in conjunction with the information contained in Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations, and the Consolidated Financial Statements and the accompanying Notes to the Consolidated Financial Statements in this report.\n(1)The selected financial data above reflects the change in accounting method for recognizing actuarial gains and losses and expected returns on plan assets for our defined benefit pension and postretirement benefit plans. Under the accounting method change, remeasurement of projected benefit obligation and plan assets are immediately recognized in earnings through net periodic benefit cost within Other Income (Expense) on the Consolidated Statements of Income (Loss), This change in accounting was applied retrospectively to all of the prior periods. For additional information, see Note 1 of the Notes to the Consolidated Financial Statements in this report.\n(2)During the year ended December 31, 2019, the Company recorded $800.9 million of losses, net of insurance recoveries, associated with certain legal proceedings and government investigations related to the 2017 cybersecurity incident, exclusive of our legal professional services expenses. For additional information, see Note 6 of the Notes to the Consolidated Financial Statements in this report.\n(3)During the years ended December 31, 2020, 2019 and 2018, the Company recorded $365.0 million, $337.3 million, and $326.2 million, respectively, of pre-tax expenses, net of cybersecurity insurance recoveries, for costs related to the 2017 cybersecurity incident. Costs related to the 2017 cybersecurity incident are defined as incremental costs to transform our information technology infrastructure and data security; legal fees and professional services costs to investigate the 2017 cybersecurity incident and respond to legal, government and regulatory claims; as well as costs to provide free credit monitoring product and related support to consumers. For additional information, see Note 6 of the Notes to the Consolidated Financial Statements in this report.\n(4)During the fourth quarter of 2020, first quarter of 2019 and fourth quarter of 2018, we recorded $31.9 million ($24.3 million, net of tax), $11.5 million ($8.8 million, net of tax) and $46.1 million ($35.0 million, net of tax) of restructuring charges, respectively. All restructuring charges were recorded in selling, general, and administrative expenses in our Consolidated Statements of Income (Loss). These restructuring charges primarily relate to a reduction in headcount to support the Company\u2019s strategic objectives and increase the integration of our global operations. For additional information, see Note 11 of the Notes to the Consolidated Financial Statements in Item 8 of this report.\n(5)The Tax Cuts and Jobs Act of 2017 (\u201cTax Act\u201d) significantly revised U.S. tax law. The legislation positively impacted the Company\u2019s ongoing effective tax rate due to the reduction of the U.S. federal corporate tax rate from 35% to 21%. The Tax Act made major changes to the U.S. international tax system. As a result of the Tax Act, the Company recorded adjustments totaling a net tax benefit of $48.3 million in the fourth quarter of 2017 to provisionally account for the estimated impact. Refer to Note 7 of the Notes", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: tax expense, tax rate, tax benefit, tax law. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02088", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nThe following Management\u2019s Discussion and Analysis (\u201cMD&A\u201d) is intended to help the reader understand our results of operations and financial condition. MD&A is provided as a supplement to, and should be read in conjunction with, our audited financial statements and the accompanying notes to the financial statements and other disclosures included in this report (including the \u201cCautionary Note Regarding Forward-Looking Statements\u201d at the beginning of this report and the \u201cRisk Factors\u201d section in Part I, Item 1A of this report).\nOverview\nWe are a commercial-stage biotechnology company that discovers novel, oral, small-molecule medicines. We focus on oral treatments for rare diseases in which significant unmet medical needs exist and an enzyme plays the key role in the biological pathway of the disease. We integrate the disciplines of biology, crystallography, medicinal chemistry, and computer modeling to discover and develop small molecule pharmaceuticals through the process known as structure-guided drug design. In addition to these discovery and development efforts, our business strategy includes the efficient commercialization of these drugs in the U.S. and certain other regions upon regulatory approval. By focusing on rare disease markets, we believe that we can more effectively control the costs of, and our strategic allocation of financial resources toward, post-approval commercialization.\nOur revenues are difficult to predict and depend on several factors, including those discussed in the \u201cRisk Factors\u201d section in Part I, Item 1A of this report. For example, our revenues depend, in part, on regulatory approval decisions for our products and product candidates, the effectiveness of our and our collaborative partners\u2019 commercialization efforts, market acceptance of our products, particularly ORLADEYO, the resources dedicated to our products by us and our collaborative partners, and ongoing discussions with government agencies regarding contract awards for development and procurement, as well as entering into, or modifying, licensing agreements for our product candidates. Furthermore, revenues related to our collaborative development activities are dependent upon the progress toward and the achievement of developmental milestones by us or our collaborative partners.\nOur operating expenses are also difficult to predict and depend on several factors, including research and development expenses (and whether these expenses are reimbursable under government contracts), drug manufacturing, and clinical research activities, the ongoing requirements of our development programs, the availability of capital and direction from regulatory agencies, which are difficult to predict, and the factors discussed in the \u201cRisk Factors\u201d section in Part I, Item 1A of this report. Management may be able to control the timing and level of research and development and selling, general and administrative expenses, but many of these expenditures will occur irrespective of our actions due to contractually committed activities and/or payments.\nAs a result of these factors, we believe that period-to-period comparisons are not necessarily meaningful and you should not rely on them as an indication of future performance. Due to all of the foregoing factors, it is possible that our operating results will be below the expectations of market analysts and investors. In such event, the prevailing market price of our common stock could be materially adversely affected.\nCritical Accounting Policies and Estimates\nThe accompanying discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements and the related disclosures, which have been prepared in accordance with U.S. GAAP. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 882796_2020.htm (CIK: 882796, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02089", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nOur business is subject to a variety of risks and uncertainties. The risks and uncertainties described below could materially and adversely affect our business, financial condition, operating results, cash flows and stock price. The following information should be read in conjunction with the other information contained in this report and other filings that we make with the SEC. These risks and uncertainties are not the only ones we face. Our business could also be affected by additional factors that are presently unknown to us or that we currently believe to be immaterial to our business.\nThe ongoing outbreak of COVID-19 has been declared a pandemic by the World Health Organization, continues to spread within the United States and many other parts of the world and may have a material adverse effect on our business operations, financial condition, liquidity and cash flow.\nAs the outbreak of COVID-19 continues to grow both in the U.S. and globally, there has been significant volatility in financial market indices and the adoption of emergency legislation aimed to address the negative impacts of the pandemic. While sales were initially negatively impacted and we have incurred significant expenses, following the U.S. federal government stimulus, our sales rebounded, reaching record levels. We are unable to accurately predict the impact that COVID-19 will have on our business and financial condition due to numerous uncertainties, including the severity of the disease, the duration of the outbreak, the likelihood of a resurgence of the outbreak, actions that may be taken by governmental authorities in response to the disease and unintended consequences of the foregoing. In particular, it is unclear what near-term and long-term impact these factors will have on the number of vehicle miles driven, traffic to our stores, as well as demand for our products from our retail and commercial customers. Continued business disruption caused by COVID-19 may require significant actions to mitigate the impact, including but not limited to employee furloughs, reductions in store hours and store closings as well as ongoing increases in expenses. Further, the continuing pandemic and related economic uncertainty may result in prolonged disruption to our business, additional negative impacts of which we are not currently aware and may also magnify other risks associated with our business and operations, including risks associated with sourcing quality merchandise domestically and outside the U.S.; our ability to promptly adjust inventory levels to meet fluctuations in customer demand; our ability to comply with complex and evolving laws and regulations related to customers\u2019 and AutoZoners\u2019 health and safety; our ability to open new store locations and expand or remodel existing stores; and our ability to hire and train qualified employees to address temporary or sustained labor shortages. Accordingly, the COVID-19 pandemic could have a material adverse effect on demand for our products, workforce availability and our results of operations, financial condition, liquidity and cash flows.\nIf demand for our products slows, then our business may be materially adversely affected.\nDemand for the products we sell may be affected by a number of factors we cannot control, including:\n\u2022\nthe number of older vehicles in service. Vehicles seven years old or older are generally no longer under the original vehicle manufacturers\u2019 warranties and tend to need more maintenance and repair than newer vehicles.\n\u2022\nrising energy prices. Increases in energy prices may cause our customers to defer purchases of certain of our products as they use a higher percentage of their income to pay for gasoline and other energy costs and may drive their vehicles less, resulting in less wear and tear and lower demand for repairs and maintenance.\n\u200c\n\u2022\nthe economy. In periods of declining economic conditions, consumers may reduce their discretionary spending by deferrin", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 866787_2020.htm (CIK: 866787, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02090", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. Risk Factors\nRisks Related to the COVID-19 Pandemic\nThe COVID-19 pandemic continues to impact our business, and the ultimate impact on our business, financial position, results of operations and/or cash flows will depend on future developments, which are highly uncertain and cannot be predicted, including, but not limited to, the scope and duration of the pandemic and the actions taken by governmental authorities, our clients and our business partners in response to the pandemic.\nThe COVID-19 pandemic and the resultant deterioration in global macro-economic conditions has continued to impact our business. Considerable uncertainty continues to exist regarding the likely trajectory of the pandemic and the speed of the economic recovery, and\nthe ultimate impact on our business, financial position, results of operations and cash flows will depend on future developments, which are highly uncertain and cannot be predicted, including, but not limited to, the scope and duration of the pandemic, the actions that will be taken by governmental authorities to both contain the outbreak and to provide continuing support to affected businesses through additional stimulus funds and otherwise, the speed and efficiency of the vaccine roll out in New York state and nationally, and the ongoing response of and impact to our clients and business partners.\nThe COVID-19 pandemic has negatively impacted the global economy, causing businesses to shut down and unemployment rates to increase, has disrupted global supply chains, and has created significant volatility and disruption in financial markets. In response to the pandemic, governmental and other authorities have instituted numerous measures to contain the virus including travel bans, shelter-in-place orders and business shutdowns.\nOur business, financial position, results of operations and cash flows will be impacted by factors which include, but are not limited to: the continued health and availability of our colleagues, continued dampened demand for our products and services, a prolonged period of low or near zero interest rates, a potential further deterioration in the financial condition of our clients resulting in an increase in our allowance for credit losses and the recognition of further credit losses, and a prolonged, deterioration of business conditions in our primary markets, particularly the New York Metro Market and the New York Suburban Market.\nWe have taken meaningful steps and precautions to safeguard the health and well-being of our colleagues. However, COVID-19 could still impact the availability and effectiveness of our colleagues as a result of illness, mandatory quarantines, mandated financial center closures or other reasons. If our employees are not able to work effectively or a substantial number of employees are unable to work, our business and financial result could be adversely affected.\nOur clients face a very challenging business environment. The current economic conditions, especially if prolonged, could negatively impact the stability of our deposit base, impair the ability of borrowers to repay outstanding loans, cause an increase in the number of non-performing loans, impair the value of collateral securing loans, and cause significant property damage, all of which could negatively impact our operating results and financial condition.\nThe pandemic has resulted in a significant increase in our ACL - loans to $326.1 million or 1.49% of total loans at December 31, 2020 versus $106.2 million or 0.50% at December 31, 2019. During the year ended December 31, 2020, approximately $165.0 million of the $251.7 million of provision for credit loss expense was recorded as a result of changes in the macro assumptions in our forecast model resulting from COVID-19 and the ensuing deterioration in macro-economic conditions. At December 31, 2020, loans criticized as special mention were $461.5 million and classified loans (substandard and doubtful) were $529.1 million. Th", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1070154_2020.htm (CIK: 1070154, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02091", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nInterest Rate Sensitivity\nThe Company faces market risk to the extent that its net interest income and its fair market value of equity are affected by changes in market interest rates. The asset/liability management discipline as applied by the Company seeks to limit the volatility, to the extent possible, of both net interest income and the fair market value of equity that can result from changes in market interest rates. This is accomplished by limiting the concentration of maturities of fixed rate investments, loans, and deposits; matching fixed rate assets and liabilities to the extent possible; and optimizing the mix of fees and net interest income. However, as discussed below, the Company's asset/liability position often differs significantly from most other financial holding companies with significant positive cumulative \"gaps\" shown for each time horizon presented. This asset sensitive position is caused primarily by the operations of the Company, which generate large balances of accounts and drafts payable. These balances, which are noninterest bearing, contribute to the Company\u2019s historical high net interest margin but cause the Company to become susceptible to changes in interest rates, with a decreasing net interest margin and fair market value of equity in periods of declining, like the Company is currently experiencing, interest rates and an increasing net interest margin and fair market value of equity in periods of rising interest rates.\nThe Company\u2019s ALCO measures the Company's interest rate risk sensitivity on a quarterly basis to monitor and manage the variability of earnings and fair market value of equity in various interest rate environments. The ALCO evaluates the Company's risk position to determine whether the level of exposure is significant enough to hedge a potential decline in earnings and value or whether the Company can safely increase risk to enhance returns. The ALCO uses gap reports, 12-month net interest income simulations, and fair market value of equity analyses as its main analytical tools to provide management with insight into the Company's exposure to changing interest rates.\nManagement uses a gap report to review any significant mismatch between the re-pricing points of the Company\u2019s rate sensitive assets and liabilities in certain time horizons. A negative gap indicates that more liabilities re-price in that particular time frame and, if rates rise, these liabilities will re-price faster than the assets. A positive gap would indicate the opposite. Gap reports can be misleading in that they capture only the re-pricing timing within the balance sheet, and fail to capture other significant risks such as basis risk and embedded options risk. Basis risk involves the potential for the spread relationship between rates to change under different rate environments and embedded options risk relates to the potential for the alteration of the level and/or timing of cash flows given changes in rates.\nAnother measurement tool used by management is net interest income simulation, which forecasts net interest income during the coming 12 months under different interest rate scenarios in order to quantify potential changes in short-term accounting income. Management has set policy limits specifying acceptable levels of interest rate risk given multiple simulated rate movements. These simulations are more informative than gap reports because they are able to capture more of the dynamics within the balance sheet, such as basis risk and embedded options risk. A table containing simulation results as of December 31, 2020, from an immediate and sustained parallel change in interest rates is shown below.\nWhile net interest income simulations do an adequate job of capturing interest rate risk to short term earnings, they do not capture risk within the current balance sheet beyond 12 months. The Company uses fair market value of equity analyse", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 708781_2020.htm (CIK: 708781, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02092", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11\nEXECUTIVE COMPENSATION.\nSummary Compensation Table\nThere has been no cash payment paid to the executive officer for services rendered in all capacities to us for the periods ended December 31, 2020 and 2019. There has been no compensation awarded to, earned by, or paid to the executive officer by any person for services rendered in all capacities to us for the fiscal periods ended December 31, 2020 and 2019. No compensation is anticipated within the next six months to any officer or director of the Company.\nStock Option Grants\nWe did not grant any stock options to the executive officer during the most recent fiscal period ended December 31, 2020. We have also not granted any stock options to the executive officer of the Company.\nITEM 12", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1434737_2020.htm (CIK: 1434737, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02093", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nAudited financial statements are contained on pages through of this Annual Report on Form 10-K and are incorporated herein by reference. Audited supplemental schedule data is contained on pages S-1 through S-2 of this Annual Report on Form 10-K and is incorporated herein by reference.\nITEM 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 919956_2020.htm (CIK: 919956, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02094", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation.\nThe following table sets forth the overall compensation earned over the fiscal years ended December 31, 2020 and 2019 by (1) each person who served as the principal executive officer of the company during fiscal year 2020 and 2019; (2) the Company\u2019s most highly compensated (up to a maximum of two) executive officers as of December 31, 2019 and 2020 with compensation during fiscal years 2019 and 2020 of $100,000 or more; and (3) those two individuals, if any, who would have otherwise been in included in section (2) above but for the fact that they were not serving as an executive of the company as of December 31, 2020.\n_____________\n(1) The options and restricted stock awards presented in this table for fiscal 2020 and 2019 reflect the full grant date fair value, as if the total dollar amount were earned in the year of grant. The stock awards are valued based on the fair market value of such Shares on the date of grant and are charged to compensation expense over the related vesting period. The options are valued at the date of grant based upon the Black-Scholes method of valuation, which is expensed over the service period over which the options become vested. As a general rule, for time-in-service-based options, the company will immediately expense any option or portion thereof which is vested upon grant, while expensing the balance on a pro rata basis over the remaining vesting term of the option.\n(2) Includes all other compensation not reported in the preceding columns, including (i) perquisites and other personal benefits, or property, unless the aggregate amount of such compensation is less than $10,000; (ii) any \u201cgross-ups\u201d or other amounts reimbursed during the fiscal year for the payment of taxes; (iii) discounts from market price with respect to securities purchased from the company except to the extent available generally to all security holders or to all salaried employees; (iv) any amounts paid or accrued in connection with any termination (including without limitation through retirement, resignation, severance or constructive termination, including change of responsibilities) or change in control; (v) contributions to vested and unvested defined contribution plans; (vi) any insurance premiums paid by, or on behalf of, the company relating to life insurance for the benefit of the named executive officer; and (vii) any dividends or other earnings paid on stock or option awards that are not factored into the grant date fair value required to be reported in a preceding column.\n(3) Includes compensation for service as a director described under Director Compensation, below.\nFor a description of the material terms of each named executive officers\u2019 employment agreement, including the terms of the terms of any common share purchase option grants, see that section of this Form 10-K captioned \u201cEmployment Agreements.\u201d\nNo outstanding common share purchase option or other equity-based award granted to or held by any named executive officer in the past two years were re-priced or otherwise materially modified, including extension of exercise periods, the change of vesting or forfeiture conditions, the change or elimination of applicable performance criteria, or the change of the bases upon which returns are determined, nor was there any waiver or modification of any specified performance target, goal or condition to payout, except as follows:\nFor a description of the material terms of any contract, agreement, plan or other arrangement that provides for any payment to a named executive officer in connection with his or her resignation, retirement or other termination, or a change in control of the company see \u201cEmployment Agreements\u201d.\nExecutive Officer Outstanding Equity Awards at Fiscal Year-End\nThe following table provides certain information concerning any common share purchase options, stock awards or equity incentive plan awards held by each of our named executive officers that were outstandi", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1084267_2020.htm (CIK: 1084267, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02095", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation.\nThe information required by this item is incorporated by reference from the applicable information set forth in \u201cExecutive Compensation,\u201d and \u201cDirector Compensation\u201d and \u201cCorporate Governance\u201d which will be included in our Proxy Statement.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1531048_2020.htm (CIK: 1531048, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02096", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A.\nQUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nAs of December 31, 2020, we had $1.6 billion of consolidated debt, all of which is borrowed under our fixed-rate Term Loan Facility and an additional $20.4 million of sales-leaseback financing which is based on a fixed term and imputed interest rate and therefore; neither are subject to interest rate fluctuations.\nAs of December 31, 2020, the estimated fair value of our consolidated debt was $1.6 billion. The estimated fair value of our consolidated debt is calculated based on current market prices and discounted cash flows at the current rate at which similar loans would be made to borrowers with similar credit ratings for the remaining term of such debt.\nITEM 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1628063_2020.htm (CIK: 1628063, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02097", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors.\nGeneral Business Risks\nWe are a new business with limited operating history and making an investment in TransAct is risky. If we are unable to successfully identify and secure waste optimization projects, then we will not be successful as a business. It will be difficult for you to evaluate an investment in our stock since our operating history is limited to developing our business plan, and bidding on multiple waste-optimization projects globally. As a young Company, we are especially vulnerable to any problems, delays, expenses and difficulties we may encounter while implementing our business plan. We have not proven the essential elements of profitable operations, and you will bear the risk of complete loss of your investment if we are not successful.\nOur future performance may depend on our ability to establish that a particular energy technology is economically sustainable. Sustainable manufacturing technology development and operations involve a high degree of risk. The execution of our business plan is generally, dependent upon the existence of economically usable solid waste and the sale of our proposed product matrix. Expansion of the production of products from our technology is not certain and depends on successful production in quantities and containing enough marketable quality economically for future plants.\nWe have a need for substantial additional financing and will have to significantly delay, curtail or cease operations if we are unable to secure such financing. The Company requires substantial additional financing to fund the cost of acquiring and developing ZEWOPtm. The Company also requires funds for other operating activities, and to finance the growth of our business, including the construction and commissioning of ZEWOPtm. We may not be able to obtain the needed funds on terms acceptable to us or at all. Further, if additional funds are raised by issuing equity securities, significant dilution to our current shareholders may occur and new investors may get rights that are preferential to current shareholders. Alternatively, we may have to bring in joint venture partners to fund further development work, which would result in reducing our interests in the projects.\nWe may be unable to obtain the financing we need to pursue our growth strategy for ZEWOPtm, which may adversely affect our ability to expand our operations. When we identify a manufacturing project that we may seek to acquire or to develop, a substantial capital investment will be required. Our continued access to capital, through project financing or through a partnership or other arrangements with acceptable terms, is necessary for the success of our growth strategy. Our attempts to secure the necessary capital may not be successful on favorable terms, or at all.\nMarket conditions and other factors may not permit future project and acquisition financings on terms favorable to us. Our ability to arrange for financing on favorable terms, and the costs of such financing, are dependent on numerous factors, including general economic and capital market conditions, investor confidence, the continued success of current projects, the credit quality of the projects being financed, the political situation in the jurisdiction in which the project is located and the continued existence of tax laws which are conducive to raising capital. If we are unable to secure capital through partnership or other arrangements, we may have to finance the projects using equity financing which will have a dilutive effect on our common stock. Also, in the absence of favorable financing or other capital options, we may decide not to build new plants or acquire facilities from third parties. Any of these alternatives could have a material adverse effect on our growth prospects and financial condition.\nIt is very costly to place ZEWOPtm into commercial production. Before the sale of any products can occur, it will be necessary to construct a ZEWOPtm, ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1383394_2020.htm (CIK: 1383394, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02098", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nThe following consolidated financial statements of Plumas Bancorp and subsidiary, and report of the independent registered public accounting firm are included in the Annual Report of Plumas Bancorp to its shareholders for the years ended December 31, 2020, 2019 and 2018.\nPage\nManagement\u2019s Report on Internal Control Over Financial Reporting\nReport of Independent Registered Public Accounting Firm\nReport of Independent Registered Public Accounting Firm\nConsolidated Balance Sheets as of December 31, 2020 and 2019\nConsolidated Statements of Income for the years ended December 31, 2020, 2019 and 2018\nConsolidated Statements of Comprehensive Income for the years ended December 31, 2020, 2019 and 2018\nConsolidated Statements of Changes in Shareholders' Equity for the years ended December 31, 2020, 2019 and 2018\nConsolidated Statements of Cash Flows for the years ended December 31, 2020, 2019 and 2018\nNotes to Consolidated Financial Statements\nMANAGEMENT\u2019S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING\nManagement of Plumas Bancorp and subsidiary (the \u201cCompany\u201d), is responsible for establishing and maintaining adequate internal control over financial reporting. The Company\u2019s internal control over financial reporting is a process designed under the supervision of the Company\u2019s Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company\u2019s financial statements for external reporting purposes in accordance with accounting principles generally accepted in the United States of America.\nAs of December 31, 2020, management assessed the effectiveness of the Company\u2019s internal control over financial reporting based on the framework established in the 2013 Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, management has determined that the Company\u2019s internal control over financial reporting as of December 31, 2020, is effective.\nThis annual report does not include an attestation report of the Company's independent registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's independent registered public accounting firm pursuant to the rules of the Securities and Exchange Commission that permit the Company to provide only management's report in this annual report.\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nTo the Board of Directors and Shareholders\nPlumas Bancorp and Subsidiary\nQuincy, California\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheets of Plumas Bancorp and Subsidiary (the \u201cCompany\u201d) as of December 31, 2020 and 2019, and the related consolidated statements of income, comprehensive income, shareholders\u2019 equity, and cash flows, for the years then ended, and the related notes (collectively referred to as the \u201cfinancial statements\u201d).\nIn our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.\nBasis for Opinion\nThese financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on these financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (\"PCAOB\") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of ", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1168455_2020.htm (CIK: 1168455, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02099", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data\nAs a \u201csmaller reporting company\u201d as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1411168_2020.htm (CIK: 1411168, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02100", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA\nWe are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1819989_2020.htm (CIK: 1819989, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02101", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors.\nInvesting in our common stock involves a high degree of risk. You should carefully review the following discussion of the risks that may affect our business, results of operations and financial condition, as well as our consolidated financial statements and notes thereto and the other information appearing in this report, for important information regarding risks that affect us. Current global economic events and conditions may amplify many of these risks. These risks are not the only risks that may affect us. Additional risks that we are not aware of or do not believe are material at the time of this filing, may also become important factors that adversely affect our business.\nRisks Related to the COVID-19 Pandemic\nThe impact of the COVID-19 pandemic, or similar health concerns, could have a significant effect on supply and/or demand for our products and services and have a negative impact on our business, financial condition and results of operations.\nOur operations expose us to risks associated with a pandemic, or outbreak of contagious diseases in the human population, including the COVID-19 pandemic. The COVID-19 pandemic has resulted in governments around the world implementing increasingly stringent measures to help control the spread of the virus, including quarantines, \u201cshelter in place\u201d and \u201cstay at home\u201d orders, travel restrictions, business curtailments, school closures, and other measures. Notwithstanding our level of continued operations, the COVID-19 pandemic may have negative impacts on our operations, supply chain, transportation networks and customers, which may compress our margins, including as a result of preventative and precautionary measures that we, other businesses and governments are taking. The COVID-19 pandemic is adversely affecting the economies and financial markets of many countries and could result in an economic downturn. Any resulting economic downturn could adversely affect our business, financial condition, demand for our products, services, and contribute to volatile supply and demand conditions affecting prices and volumes in the markets for our products, services and raw materials.\nIn addition, the ability of our employees and our suppliers' and customers' employees to work may be significantly impacted by individuals contracting or being exposed to COVID-19, or as a result of the control measures noted above, which may significantly hamper our production throughout the supply chain and constrict distribution channels. The extent to which COVID-19 may adversely impact our business depends on future developments, which are highly uncertain and unpredictable, including new information concerning the severity of the outbreak and the effectiveness of actions globally to contain or\nmitigate its effects and we are unable to predict the potential future impact that the COVID-19 pandemic will have on our business, financial condition or results of operations.\nChanges in government and industry regulatory standards could have a material adverse effect on our business, financial condition or results of operations.\nGovernment regulations pertaining to health and safety and environmental concerns continue to emerge, domestically as well as internationally, including regulations due to the COVID-19 pandemic. These regulations include the Occupational Safety and Health Administration and other worker safety regulations for the protection of employees, as well as regulations for the protection of consumers. It is necessary for us to comply with current requirements (including requirements that do not become effective until a future date), and even more stringent requirements could be imposed on our products or processes. Compliance with these regulations may require us to alter our manufacturing processes and our sourcing. For example, at our manufacturing locations we use enhanced cleaning processes, established health screening procedures, modified work stations and material f", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 920371_2020.htm (CIK: 920371, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02102", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation.We incorporate this information by reference to the \u201cExecutive and Director Compensation\u201d and \u201cCompensation Committee Interlocks and Insider Participation\u201d sections of our Proxy Statement.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1048286_2020.htm (CIK: 1048286, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02103", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk\nInterest Rate Fluctuations\nOur exposure to market risk for changes in interest rates relates primarily to the amount of interest expense we expect to pay with respect to our Credit Agreement, which is tied to variable market rates including LIBOR and prime interest rates.\nAs of December 31, 2020, the Company had entered into $875.0 million of long-term interest rate swap agreements to lock into a fixed LIBOR interest rate base. Under the terms of the agreements, the weighted average fixed interest rate base is approximately 2.68% in 2020 and 2.91% from 2021 through 2025. The interest rate swaps mature on February 28, 2025. Based on the weighted average rates, the borrowing cost on the swapped principal and revolver will range from 4.08% to 4.96% during the life of the swap agreement based on the credit spreads under the Amended and Restated Credit Agreement.\nWe do not hold any derivative financial instruments, other than the interest rate swap agreements discussed above, which could expose us to significant interest rate market risk as of December 31, 2020. Based on our outstanding debt balance of $1,126.0 million under the Credit Agreement at December 31, 2020, and excluding the impact of the $875.0 million in interest rate swap agreements, each 1% rise in our interest rate would increase our annual interest expense by approximately $11.3 million ($2.5 million including the $875.0 million in interest rate swap agreements).\nCommodity Price Risk\nCertain commodities we use in the production and distribution of our products are exposed to market price risk. To manage that risk, we utilize derivative contracts, the majority of which qualify for the normal purchases and normal sales scope exception and are not recorded on the Consolidated Balance Sheets. To evaluate the market price risk of these contracts, we prepare a sensitivity analysis to quantify the Company\u2019s potential exposure to commodity price risk with respect to our derivative portfolio. Based on our analysis, a 10% change in commodity prices would impact the fair value of the portfolio by $50.6 million. We do not utilize financial instruments for trading purposes.\nInput Costs\nThe costs of raw materials, packaging materials, fuel, and energy have varied widely in recent years and future changes in such costs may cause our results of operations and our operating margins to fluctuate significantly. When comparing fiscal year 2020 to 2019, price decreases in diesel, natural gas, resin, and linerboard were more than offset by price increases in durum, sugar, corn, casein, cocoa, eggs, and peanut butter. We expect the volatile nature of these costs to continue with an overall long-term upward trend.\nWe manage the cost of certain raw materials by entering into forward purchase contracts. Forward purchase contracts help us manage our business and reduce cost volatility. There can be no assurance that our purchasing programs will result in the optimal price. Some of these forward purchase contracts qualify as derivatives; however, the majority of commodity forward contracts are not derivatives. Those that are derivatives generally qualify for the normal purchases and normal sales scope exception under the guidance for derivative instruments and hedging activities and, therefore, are not subject to its provisions. For derivative commodity contracts that do not qualify for the normal purchases and normal sales scope exception, the Company records their fair value on the Consolidated Balance Sheets, with changes in value being recorded in the Consolidated Statements of Operations.\nOur raw materials consist of ingredients and packaging materials. Principal ingredients used in our operations include casein, cheese, cocoa, coconut oil, coffee, corn and corn syrup, cucumbers, eggs, fruit, non-fat dry milk, almonds, oats, palm oil, peppers, rice, soybean oil, sugar, tea, tomatoes, and wheat (including durum wheat). The", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1320695_2020.htm (CIK: 1320695, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02104", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nGENERAL\nThis discussion is intended to assist readers in understanding the financial condition and results of operations Berkshire Hills Bancorp, Inc. (\u201cBerkshire\u201d or the \u201cCompany\"), the changes in key items in the Company\u2019s Consolidated Financial Statements (\u201cfinancial statements\u201d) from year to year and the primary reasons for those changes.\nThe objectives of this section are:\n\u2022To provide a narrative explanation of the Company\u2019s financial statements that enables investors to see the company through the eyes of management;\n\u2022To enhance the financial disclosure and provide the context within which financial information should be analyzed; and\n\u2022To provide information about the quality of, and potential future variability of, the Company\u2019s earnings and cash flow.\nThis discussion includes the following sections:\n\u2022Summary of recent events and strategic initiatives\n\u2022Comparison of Financial Condition at December 31, 2020 and 2019\n\u2022Comparison of Operating Results for the Years Ended December 31, 2020 and 2019\n\u2022Comparison of Operating Results for the Years Ended December 31, 2019 and 2018\n\u2022Liquidity and Cash Flows\n\u2022Capital Resources\n\u2022Off-Balance Sheet Arrangements\n\u2022Discussion of accounting policies and pronouncements\nThe following discussion and analysis should be read in conjunction with the Company\u2019s financial statements and the notes thereto appearing in Item 8 of this document. In the following discussion, income statement comparisons are against the previous year and balance sheet comparisons are against the previous fiscal year-end, unless otherwise noted. Operating results discussed herein are not necessarily indicative of the results for the year 2021 or any future period. In management\u2019s discussion and analysis of financial condition and results of operations, certain reclassifications have been made to make prior periods comparable. Tax-equivalent adjustments are the result of increasing income from tax-advantaged loans and securities by an amount equal to the taxes that would be paid if the income were fully taxable based on a 26% marginal rate (including state income taxes net of federal benefit). In the discussion, unless otherwise specified, references to earnings per share and \"EPS\" refer to diluted earnings per common share, including the dilutive impact of the convertible preferred shares.\nBerkshire is a Delaware corporation headquartered in Boston and the holding company for Berkshire Bank (\u201cthe Bank\u201d) and Berkshire Insurance Group, Inc. Established in 1846, the Bank operates as a commercial bank under a Massachusetts trust company charter.\nBE FIRST CULTURE & CORPORATE RESPONSIBILITY\nBerkshire Bank is a purpose and values-driven community bank. We believe that everyone, from every neighborhood, should be able to bank with dignity. We're committed to providing an ecosystem of socially responsible financial solutions to meet our customers\u2019 needs, engaging with communities to ensure access and upward economic mobility, addressing racial equity and fostering a workplace culture where everyone belongs. Our Be FIRST values of Belonging, Focusing, Inclusion, Respect, Service, and Teamwork guide us as we evolve and navigate our environment to create long-term sustainable value for our stakeholders.\nThe spirit and work ethic that began 175 years ago when Berkshire Bank first opened its doors to meet the working class and entrepreneurs\u2019 financial needs is still at the core of our company today. As the COVID-19 pandemic ravaged communities and shuttered businesses, we answered the call to assist our neighbors. We ensured our employees, customers, and communities' health, safety, and economic resiliency was the priority. We created the You FIRST employee assistance fund to help employees impacted by unexpected financial hardships. We assisted small businesses and consumers with loan forbearances and government assistance programs and we l", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02105", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nForward-Looking Statements\nThis report contains forward-looking statements that involve risks and uncertainties. We use words such as anticipate, believe, plan, expect, future, intend and similar expressions to identify such forward-looking statements. You should not place too much reliance on these forward-looking statements. Our actual results are likely to differ materially from those anticipated in these forward-looking statements for many reasons.\nOverview\nThe Company is currently operating a nationwide syndicated radio network called \u201cMusic of Your Life\u201d, broadcasting on AM, FM, and HD terrestrial radio stations across the United Sates, and heard around the world over the Internet. Broadcasting for more than 40-years, Music of Your Life is the longest running music radio format in syndication. In addition to broadcasting music and other entertainment programming on the radio, the network delivers nationwide commercials every hour which is the foundation of the Company\u2019s revenue. This sales and marketing channel reach a fluctuating number of listeners on radio stations around the country that carry the Music of Your Life programming locally. The Company also streams its music programming and commercials over the Internet to a growing worldwide audience. This peer-to-peer delivery directly from the Company\u2019s broadcast studio bypasses the local affiliates and includes additional advertising minutes heard only on the Internet.\nBecause we have incurred losses, income tax expenses are immaterial. No tax benefits have been booked related to operating loss carryforwards, given our uncertainty of being able to utilize such loss carryforwards in future years. We anticipate incurring additional losses during the coming year.\nResults of Operations\nFollowing is management\u2019s discussion of the relevant items affecting results of operations for the years ended May 31, 2020 and 2019.\nRevenues. The Company generated net revenues of $552 during the year ended May 31, 2020 as compared to $5,269 for the year ended May 31, 2019. Revenues were generated from spot sales, from the live radio programming through radio stations around the country and over the Internet.\nCost of Sales. Our cost of sales was $-0- for both years ended May 31, 2020 and 2019. Our cost of sales in the future will consist principally of licensing costs and royalties associated with our syndicated radio network, other related services provided directly or outsourced through our affiliates, as well as operational and staffing costs with respect thereto.\nSalaries and Consulting Expenses. Accrued salaries and consulting expenses for the year ended May 31, 2020 were $371,500 as compared to $451,000 for the year ended May 31, 2019. During the year ended May 31, 2019, we issued 5,000 shares (as adjusted for the September 4, 2019 1 for 400 reverse stock split) of common stock to consultants during the period which resulted in $41,000 recorded as consulting expenses. We expect that salaries and consulting expenses, that are cash-based instead of share-based, will increase as we add personnel to build our multi-media entertainment business.\nProfessional Fees. Professional fees for the year ended May 31, 2020 were $81,640 as compared to $88,169 for the year ended May 31, 2019. We anticipate that professional fees will increase in future periods as we scale up our operations.\nOther Selling, General and Administrative Expenses. Other selling, general and administrative expenses were $187,950 for the year ended May 31, 2020 as compared to $130,909 for the year ended May 31, 2019. We anticipate that Other SG&A expenses will increase commensurate with an increase in our operations.\nOther Income (Expense). The Company had net other expense of $304,275 for the year ended May 31, 2020 as compared to $2,985,637 for the year ended May 31, 2019. For the year ended May 31, 2020, the company incurred in", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax expense, tax benefit. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02106", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data.\nThe following tables set forth selected historical consolidated financial and other data of Silvercrest as of and for the years ended December 31, 2020, 2019, 2018, 2017 and 2016.\nThe following selected historical consolidated financial data has been derived from the Company\u2019s audited consolidated financial statements. You should read the following selected historical consolidated financial data together with \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d and the consolidated financial statements and related notes included elsewhere in this report.\n(1)\nAs of the last day of the year.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1549966_2020.htm (CIK: 1549966, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02107", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nGeneral\nYou should read the following discussion of our financial condition and results of operations in conjunction with the financial statements and the notes thereto included elsewhere in this report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this report, particularly in \u201cRisk Factors.\u201d\nOverview\nLivePerson, Inc. (\u201cLivePerson\u201d, the \u201cCompany\u201d, \u201cwe\u201d or \u201cour\u201d) makes life easier for people and brands everywhere through trusted Conversational AI. Conversational AI allows humans and machines to interact using natural language, including speech or text. During the past decade, consumers have made mobile devices the center of their digital lives, and they have made mobile messaging the center of communication with friends, family and peers. This trend has been significantly accelerated by the COVID-19 pandemic and can now be viewed as a permanent, structural shift in consumer behavior. Our\ntechnology enables consumers to connect with businesses through these same preferred conversational interfaces, including Facebook Messenger, SMS, WhatsApp, Apple Business Chat, Google Rich Business Messenger and Alexa. These messaging conversations harness human agents, bots and Artificial Intelligence (AI) to power convenient, personalized and content-rich journeys across the entire consumer lifecycle, from discovery and research, to sales, service and support, and increasingly marketing, social, and brick and mortar engagements. For example, consumers can look up product info like ratings, images and pricing, search for stores, see product inventory, schedule appointments, apply for credit, approve repairs, and make purchases or payments - all without ever leaving the messaging channel. These AI and human-assisted conversational experiences constitute the Conversational Space, within which LivePerson has strategically developed one of the industry's largest ecosystems of messaging endpoints and use cases.\nThe Conversational Cloud, our enterprise-class cloud-based platform, enables businesses to become conversational by securely deploying AI-powered messaging at scale for brands with tens of millions of customers and many thousands of agents. The Conversational Cloud powers conversations across each of a brand\u2019s primary digital channels, including mobile apps, mobile and desktop web browsers, short message service (SMS), social media and third-party consumer messaging platforms. Brands can also use the Conversational Cloud to message consumers when they dial a 1-800 number instead of forcing them to navigate interactive voice response systems (IVRs) and wait on hold. Similarly, the Conversational Cloud can ingest traditional emails and convert them into messaging conversations, or embed messaging conversations directly into web advertisements, rather than redirect consumers to static website landing pages. Agents can manage all conversations with consumers through a single console interface, regardless of where the conversations originated.\nLivePerson's robust, cloud-based suite of rich messaging, real-time chat, AI and automation offerings features consumer and agent facing bots, intelligent routing and capacity mapping, real-time intent detection and analysis, queue prioritization, customer sentiment, analytics and reporting, content delivery, Payment Card Industry (PCI) compliance, cobrowsing and a sophisticated proactive targeting engine. An extensible application programming interface (API) stack facilitates a lower cost of ownership by facilitating robust integration into back-end systems, as well as enabling developers to build their own programs and services on top of the platfo", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1102993_2020.htm (CIK: 1102993, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02108", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data.\nThe Consolidated Financial Statements of the Company and the report of the independent registered public accounting firm thereon starting on page are included herein.\nItem 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1667313_2020.htm (CIK: 1667313, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02109", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A.\nRISK FACTORS.\nThe following is a discussion of certain risks that may affect our business. These risks may negatively impact our existing business, future business opportunities, our financial condition or our financial results. In such case, the trading price of our common stock could also decline. Additional risks and uncertainties not presently known to us, or that we currently see as immaterial, may also negatively impact our business.\nDisruptions in our supply chain and other factors affecting the distribution of our finished goods inventory could adversely impact our business.\nA disruption within our logistics or supply chain network could adversely affect our ability to maintain appropriate inventory or deliver products in a timely manner, which could impair our ability to meet customer demand for products and result in lost sales, increased supply chain costs, or damage to our reputation. As a result of COVID-19, we have encountered shortages of raw materials for certain of our products and delays in receiving finished goods product from contract manufacturers, which has prevented us from meeting certain customer demands for our products. Along with many other industry participants, we have experienced great difficulty procuring containers and caps.\nCOVID-19 could also negatively impact the operations of our third-party manufacturing and logistics partners, resulting in an adverse impact to our ability to meet customer demand. Disruption to our supply chain and manufacturing and logistics partners is not limited to COVID-19, as other factors beyond our control could also result in a negative impact to our financial performance and condition.\nCOVID-19 disruptions could continue to impact our ability to meet debt requirements and lead to increased debt costs.\nA loss of one or more of our major customers could have a material adverse effect on our product sales.\nFor a majority of our sales, we are dependent upon a small number of major retail customers, including Walmart and Ulta. The easy access of consumers to our products is dependent upon these major retail stores and other retail stores carrying our products. The willingness of retail customers to carry any of our products depends on various factors, including the level of sales of the product at their stores. In addition, private label products sold by retail trade chains, which are typically sold at lower prices than branded products, are a source of competition for certain of our product lines.\nAny declines in sales of our products to consumers could result in the loss of retail customers and a corresponding decrease in the distribution of the products, as well as increased costs related to any markdown or return of our products. It is uncertain whether the consumer base served by these stores would purchase our products at other retail stores.\nA significant part of our sales of personal care products are represented by Batiste Dry Shampoo products, which depends upon the continuation of our distributorship agreement with the manufacturer of these products.\nIf our distribution agreement with Church & Dwight is terminated, we would no longer be able to distribute Batiste Dry Shampoo products for Church & Dwight and sales in our personal care segment would be adversely affected. Sales of our distributed products represent a significant portion of our consolidated net sales, and the loss of those products could affect our relationships with customers who purchase those products from us.\nOn November 9, 2020, we renewed our distribution agreement with Church & Dwight, which extended the term of our distribution agreement through December 31, 2021. We have been a distributor for Church & Dwight since 2009 and have renewed our distribution agreement five times.\nOur international operations in China expose us to a number of risks.\nWe have limited experience with distribution in China. There is both cost and risk associated with establishing, developing, and maint", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 88000_2020.htm (CIK: 88000, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02110", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\nOur historical results are not necessarily indicative of the results to be expected for any future period. The following selected financial data should be read in conjunction with \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d and our consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K.\n(1)In accordance with the terms of the Merger Agreement, Illumina paid us cash payments (\u201cContinuation Advances\u201d), of $34.0 million and $18.0 million for the year ended December 31, 2020 and 2019, respectively, which we reflected as a part of Other income for the year ended December 31, 2020 and 2019, respectively. In addition, as part of the Termination Agreement, Illumina paid us a Reverse Termination Fee of $98.0 million, which we reflected as a part of other income for the year ended December 31, 2020. Please see \u201cNote 2. Termination of Merger with Illumina\u201d in Part II, Item 8 of this Annual Report on Form 10-K for additional information.\n(2)For the year ended December 31, 2020, we issued 29.4 million shares of our common stock through our two underwritten public offerings with an average offering price of $6.40. The total net proceeds to us from the two offerings, after deducting the underwriting commission and offering expenses, were approximately $187.2 million. Please see \u201cNote 8. Stockholders\u2019 Equity\u201d in Part II, Item 8 of this Annual Report on Form 10-K for additional information.\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1299130_2020.htm (CIK: 1299130, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02111", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7.Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nThe following discussion and analysis of our financial condition and results of operations should be read in conjunction with our historical consolidated financial statements and related notes in Item 8. Financial Statements and Supplementary Data. The discussion below contains forward-looking statements that are based upon our current expectations and are subject to uncertainty and changes in circumstances. Actual results may differ materially from these expectations due to inaccurate assumptions and known or unknown risks and uncertainties, including those identified in Cautionary Statement About Forward-Looking Statements and Information above and Item 1A. Risk Factors.\nOverview\nWe are a leading provider of specialty contracting services, delivering comprehensive infrastructure solutions for the electric and gas utility, communications, pipeline and energy industries in the United States, Canada, Australia and select other international markets. The performance of our business generally depends on our ability to obtain contracts with customers and to effectively deliver the services provided under those contracts. The services we provide include the design, engineering, new construction, upgrade and repair and maintenance of infrastructure within each of the industries we serve, such as electric power transmission and distribution networks; substation facilities; communications and cable multi-system operator networks; gas utility systems; and pipeline transmission systems and facilities. Our customers include many of the leading companies in the industries we serve, and we endeavor to develop and maintain strategic alliances and preferred service provider status with our customers. Our services are typically provided pursuant to master service agreements, repair and maintenance contracts and fixed price and non-fixed price new construction contracts.\nWe report our results under two reportable segments: (1) Electric Power Infrastructure Solutions and (2) Underground Utility and Infrastructure Solutions, as further described in Item 1. Business - Reportable Segments. This structure is generally focused on broad end-user markets for our services. Included within the Electric Power Infrastructure Solutions segment are the results related to our communications infrastructure services.\nCurrent Year Financial Results and Significant Operational Trends and Events\nKey financial results for the year ended December 31, 2020 included:\n\u2022Consolidated revenues decreased 7.5% to $11.20 billion as compared to $12.11 billion for the year ended December 31, 2019;\n\u2022Operating income increased 10.2%, or $56.5 million, to $611.4 million as compared to $554.9 million for the year ended December 31, 2019;\n\u2022Net income attributable to common stock increased 10.8%, or $43.6 million, to $445.6 million as compared to $402.0 million for the year ended December 31, 2019;\n\u2022Diluted earnings per share increased 12.5%, or $0.34, to $3.07 as compared to $2.73 for the year ended December 31, 2019;\n\u2022EBITDA (a non-GAAP measure) increased 10%, or $85.8 million, to $922.7 million as compared to $836.9 million for the year ended December 31, 2019, and adjusted EBITDA (a non-GAAP measure) increased 11%, or $108.1 million, to $1.05 billion as compared to $941.8 million for the year ended December 31, 2019;\n\u2022Net cash provided by operating activities increased 111.9%, or $589.4 million, to $1.12 billion as compared to $526.6 million for the year ended December 31, 2019;\n\u2022Remaining performance obligations decreased 24.8%, or $1.32 billion, to $3.99 billion as of December 31, 2020 as compared to $5.30 billion as of December 31, 2019; and\n\u2022Total backlog (a non-GAAP measure) increased 0.8%, or $127.5 million, to $15.13 billion as of December 31, 2020 as compared to $15.00 billion as of December 31, 2019.\nFor a reconciliation of EBITDA and adjusted EBITDA to net income attributable ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1050915_2020.htm (CIK: 1050915, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02112", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nForward-Looking Statements\nThe following discussion and analysis should be read in conjunction with the consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K. We make statements in this section that are forward-looking statements within the meaning of the federal securities laws. All of such forward-looking statements are expressly qualified by reference to the cautionary statements provided under the caption \u201cCautionary Note Regarding Forward-Looking Statements\u201d included on page 1 in Part I of this report. Furthermore, a number of known and unknown factors may cause our actual results, performance, or achievements to differ materially from those expressed or implied by the following discussion.\nWe are engaged in the business of providing consulting services and education for blockchain, for the building of technological infrastructure and enterprise blockchain technology solutions. We currently generate revenues through these consulting and education operations. We have disposed of our entire ownership interest in CoinTracking GmbH and also divested substantially all of our cryptocurrency assets owned by our former cryptocurrency investment segment, which has ceased operations.\nRecent Events\nCOVID-19 Pandemic\nOn March 11, 2020, the World Health Organization (\u201cWHO\u201d) declared the COVID-19 outbreak to be a global pandemic. In addition to the devastating effects on human life, the pandemic is having a negative ripple effect on the global economy, leading to disruptions and volatility in the global financial markets. Many countries, including the United States, reacted by instituting a wide variety of control measures including states of emergency, mandatory quarantines, required business and school closures, implementing state-wide \u201cshelter in place\u201d orders, and restricting travel. The United States government has taken a number of actions to mitigate the impact of the COVID-19 pandemic on the U.S. economy, including the passage of multiple stimulus packages which provided payments to individuals, additional health-care funding, loans, and grants to certain businesses, temporary amendments to the Internal Revenue Code, and strengthened unemployment insurance.\nOn December 11, 2020, the U.S. Food and Drug Administration (the \u201cFDA\u201d) issued the first emergency use authorization for the Pfizer-BioNTech COVID-19 vaccine for the prevention of COVID-19 for individuals 16 years of age and older. On December 18, 2020, the FDA issued a second emergency use authorization for the Moderna COVID-19 vaccine. On February 27 2021, Johnson & Johnson received an emergency use authorization for their single-shot vaccine with other companies expected to follow. Distribution of the vaccines has commenced, initially with front-line health-care workers receiving vaccinations followed by individuals deemed at high-risk of contracting COVID-19 or for severe illness from COVID-19. Vaccination distributions continue to become available to a wider group of people with multiple states now distributing to the general public. During these initial phases of the vaccine distribution, vaccine shortages and delays have been caused by high demand outstripping supply and challenging distribution logistics. With vaccine production ramping up and improvements to distribution logistics, vaccine shortages and distribution challenges will continue to improve making the vaccine more available.\nThe extent to which COVID-19 impacts the Company\u2019s financial results remains fluid and will continue to depend on a number of things, including the extent of the spread of the virus, the rate of infection, possible resurgence of the virus, the emergence of new strains of variants of the virus, the severity of illness and the degree of lethality, the relative effect on various portions of the population, the measures taken to combat the virus", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: irs, internal revenue. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02113", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nSummary Compensation\nThe following table summarizes, with respect to each of the Chief Executive Officer and the two other most highly compensated officers of the General Partner (the \u201cNamed Executive Officers\u201d), information relating to the compensation paid by the Partnership for services rendered in all capacities during the fiscal years ended December 31, 2020 and 2019. Since the only person being paid any compensation by the Partnership or the General Partner is Mr. Merritt, the Named Executive Officers only include Mr. Knight, the Chief Executive Officer, and Mr. Merritt.\nThe Partnership does not directly employ any of the persons responsible for managing its business. Instead, the General Partner manages the Partnership\u2019s day-to-day affairs and provides the Partnership with management and operating services. The owners of the General Partner will be reimbursed for documented out-of-pocket travel, entertainment and similar expenses incurred by them in connection with attending board of directors\u2019 meetings or managing the Partnership\u2019s business. The owners of the General Partner will not receive any salary, bonus or consulting fees for serving on the board of directors or managing the Partnership\u2019s business other than distributions in accordance with the incentive distribution rights, if any.\nFor the years ended December 31, 2020 and 2019, the Partnership paid Mr. Merritt annual base compensation of $400,000 and basic health benefits. Because the services of Mr. Merritt were included as a shared cost under the Partnership\u2019s cost sharing agreement with Energy Resources 12, L.P. (\u201cER12\u201d), Mr. Merritt\u2019s base compensation, bonus and basic health benefits were split evenly between the Partnership and ER12. Mr. Merritt also has a 5% interest in the General Partner\u2019s incentive distribution rights.\nOutstanding Equity Awards at Fiscal Year-End\nThere were no outstanding equity awards for the named executive officers as of December 31, 2020, other than the Incentive Distribution Rights.\nIndex\nCompensation of Directors\nThe employee and non-employee members of the General Partner\u2019s board of directors do not receive compensation for their services as directors. However, the directors may be reimbursed for their expenses in attending board meetings.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1581552_2020.htm (CIK: 1581552, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02114", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nExecutive Officer and Director Compensation\nNone of our executive officers or directors have received any cash compensation for services rendered to us. Our sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, executive officers or directors, or our or their affiliates. Any such payments prior to an initial business combination will be made using funds held outside the trust account. Other than quarterly audit committee review of such reimbursements, we do not expect to have any additional controls in place governing our reimbursement payments to our directors and executive officers for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection with identifying and completing an initial business combination. Other than these payments and reimbursements, no compensation of any kind, including finder\u2019s and consulting fees, will be paid by the company to our sponsor, executive officers and directors, or any of their respective affiliates, prior to completion of our initial business combination.\nAfter the completion of our initial business combination, members of our management team who remain with us, or their affiliates, may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to stockholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our stockholders in connection with a proposed business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to members of our management team. It is unlikely the amount of such compensation will be known at the time of the proposed business combination, because the directors of the post-combination business will be responsible for determining executive officer and director compensation. Any compensation to be paid to our executive officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors.\nWe do not intend to take any action to ensure that members of our management team maintain their positions with us after the completion of our initial business combination, although it is possible that some or all of our executive officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management\u2019s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the completion of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our executive officers and directors that provide for benefits upon termination of employment.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1816176_2020.htm (CIK: 1816176, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02115", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nInvesting in our common stock involves a high degree of risk. You should carefully consider the risks described below, as well as the other information contained in or incorporated by reference into our other public filings with the Securities and Exchange Commission, before deciding whether to invest in our common stock. The occurrence of any of the events or developments described below could harm our business, financial condition, results of operations and growth prospects. In such an event, the market price of our common stock could decline, and you may lose all or part of your investment. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations.\nSummary of Principal Risks\nThe following bullet points summarize the principal risks we face, each of which could adversely affect our business, operations, and financial results. For clarity of presentation, we have arranged these risks by what they most directly affect - (1) our business, (2) our intellectual property, (3) government regulation, and (4) our stock price. A fifth group of \u201cgeneral risk factors\u201d lists risks that apply to businesses generally.\nRisks Related to Our Business\n\u2022The current pandemic of COVID-19 and the future outbreak of other highly infectious or contagious diseases could have a material adverse impact on our business, financial condition and results of operations, including research and development, regulatory approvals and manufacturing of our product candidates, and our partnership-based model for commercialization.\n\u2022We have a limited operating history, are not profitable and may never become profitable.\n\u2022We are substantially dependent on the success of the product candidates in our pipeline.\n\u2022The results of earlier studies may not be predictive of the results of our pivotal trials, and we may be unable to obtain regulatory approval for our existing or future product candidates under applicable regulatory requirements.\n\u2022The commercial potential of a product candidate in development is difficult to predict.\n\u2022Our secured loan agreement contains restrictions that limit our flexibility in operating our business.\n\u2022There is no assurance as to the amount of royalties that we will receive from the sale of Mirataz\u00ae to Dechra or as to the amount of revenue that we will receive from third-party licensees of our products.\nRisks Related to Our Intellectual Property\n\u2022Our commercial success will depend, in part, on obtaining and maintaining patent protection for our products.\n\u2022We may become subject to third parties\u2019 claims alleging infringement of patents and proprietary rights or priority of invention.\n\u2022If our efforts to protect the proprietary nature of the intellectual property related to our products or any of our current or future product candidates are not adequate, we may not be able to compete effectively in our market.\nRisks Related to Government Regulation\n\u2022Even if we receive regulatory approval for any of our current or future product candidates, we will be subject to ongoing regulatory obligations, review, requirements, and restrictions.\n\u2022Any of our current or future approved products may cause or contribute to adverse medical events that we are required to report to regulatory authorities and, if we fail to do so, we could be subject to sanctions that would materially harm our business.\n\u2022Legislative or regulatory reforms with respect to pet therapeutics may make it more difficult and costly for us to obtain regulatory clearance or approval of any of our current or future product candidates and to produce, market, and distribute our products after clearance or approval is obtained.\n\u2022Certain of our product candidates currently in development may be classified as controlled substances, the manufacture, use, sale, importation, exportation, and distribution of which are subject to additional regulation by state, federal, and foreign law enforcement and oth", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1561743_2020.htm (CIK: 1561743, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02116", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nThe following discussion and analysis of financial condition and results of operations of the Company should be read in conjunction with the Company\u2019s audited financial statements for the fiscal years ended October 3, 2020, September 28, 2019 and September 29, 2018 and related notes appearing elsewhere in this Report. Our actual results may not be indicative of future performance. This discussion and analysis contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to, those discussed or incorporated by reference in the sections of this Report titled \u201cSpecial Note Regarding Forward-Looking Statements\u201d and \u201cRisk Factors\u201d. Actual results may differ materially from those contained in any forward-looking statements. Certain monetary amounts, percentages and other figures included in this Report have been subjected to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be the arithmetic aggregation of the figures that precede them, and figures expressed as percentages in the text may not total 100% or, as applicable, when aggregated, may not be the arithmetic aggregation of the percentages that precede them.\nWe refer to the fiscal year ended October 3, 2020 as \u201cfiscal 2020\u201d. We refer to the fiscal year ended September 28, 2019 as \u201cfiscal 2019\u201d and we refer to the fiscal year ended September 29, 2018 as \u201cfiscal 2018\u201d. There were 53 weeks in fiscal year 2020 and there were 52 weeks in fiscal years 2019 and 2018.\nExecutive Overview\nBlue Bird is the leading independent designer and manufacturer of school buses. Our longevity and reputation in the school bus industry have made Blue Bird an iconic American brand. We distinguish ourselves from our principal competitors by dedicating our focus to the design, engineering, manufacture and sale of school buses, and related parts. As the only principal manufacturer of chassis and body production specifically designed for school bus applications, Blue Bird is recognized as an industry leader for school bus innovation, safety, product quality/reliability/durability, efficiency, and lower operating costs. In addition, Blue Bird is the market leader in alternative fuel applications with its propane-powered, gasoline-powered, compressed natural gas (\u201cCNG\u201d)-powered, and all-electric-powered school buses.\nBlue Bird sells its buses and parts through an extensive network of United States and Canadian dealers that, in their territories, are exclusive to Blue Bird on Type C and Type D school buses. Blue Bird also sells directly to major fleet operators, the United States Government, state governments, and authorized dealers in a number of foreign countries.\nImpact of COVID-19 on Our Business\nBeginning in our second fiscal quarter of 2020, the novel coronavirus known as \"COVID-19\" began to spread throughout the world, resulting in a global pandemic. The pandemic triggered a significant downturn in global commerce as early as February 2020 and the challenging market conditions are expected to continue for an extended period of time. In early April, in an effort to contain the spread of COVID-19, maintain the well-being of our employees and stakeholders, address the reduced demand from our customers and be responsive and efficient with supply chain constraints, we closed our manufacturing facilities for two weeks and requested our office employees to work from home. In late April, we successfully restarted manufacturing operations and have continued to manufacture buses since that time without further material disruption. While we have not experienced any pervasive COVID-19 illnesses to date, if we were to experience some form of outbreak within our facilities, we would take all appropriate measures to protect the health and safety of our employees, which could include another temporary halt in production.\nThe pandemic has resulte", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1589526_2020.htm (CIK: 1589526, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02117", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nOur business, financial condition, operating results and prospects are subject to the following risks. Additional risks and uncertainties not presently foreseeable to us may also impair our business operations. If any of the following risks actually occurs, our business, financial condition or operating results could be materially adversely affected. In such case, the trading price of our common stock could decline, and our stockholders may lose all or part of their investment in the shares of our common stock.\nThis Form 10-K contains forward-looking statements that involve risks and uncertainties. These forward-looking statements can be identified by the use of words such as \u201cbelieves,\u201d \u201cestimates,\u201d \u201cintends\u201d, \u201cplans\u201d, \u201ccould,\u201d \u201cpossibly,\u201d \u201cprobably,\u201d anticipates,\u201d \u201cprojects,\u201d \u201cexpects,\u201d \u201cmay,\u201d \u201cwill,\u201d or \u201cshould,\u201d \u201cdesigned to,\u201d \u201cdesigned for,\u201d or other variations or similar words or language. Actual results could differ materially from those discussed in the forward-looking statements as a result of certain factors, including those set forth below and elsewhere in this Form 10-K.\nSHOULD ONE OR MORE OF THE FOREGOING RISKS OR UNCERTAINTIES MATERIALIZE, OR SHOULD THE UNDERLYING ASSUMPTIONS PROVE INCORRECT, ACTUAL RESULTS MAY DIFFER SIGNIFICANTLY FROM THOSE ANTICIPATED, BELIEVED, ESTIMATED, EXPECTED, INTENDED OR PLANNED\nRisks Related to Pandemics\nThe COVID-19 coronavirus pandemic (\u201cCOVID-19\u201d) may adversely affect our business, results of operations, financial condition, liquidity, and cash flow.\nWhile the full impact on our business from the outbreak of COVID-19 is unknown at this time and difficult to predict, various aspects of our business have been impacted and could be adversely affected by it.\nAs of the date of this Form 10-K, COVID-19 continues to be a declared a pandemic by the World Health Organization, and the original form and more recent variants continue to impact, at varying levels many geographies worldwide. COVID-19 caused significant volatility in global markets, including the market price of our securities. The spread of COVID-19 caused public health officials to recommend precautions to mitigate the spread of the virus, especially as to travel and congregating in large numbers. While in the United States the vaccine is being deployed and some restrictions are being lessened, should positivity and hospitalization rates increase some of these lessened restrictions may be reversed. If the pandemic persists throughout fiscal 2021 or worsens, it could negatively impact our business operations. We continue to closely monitor the impact of the COVID-19 pandemic on all facets of our business including the impact on our employees, customers, suppliers, vendors, business partners and supply chain.\nIt is unclear how such restrictions, which will contribute to a general slowdown in the global economy, will affect our business, results of operations, financial condition and our future strategic plans.\nThe digester line of our business has historically been marketed to large organizations such as food distributors, convention centers, hotels, restaurants, stadiums, municipalities and academic institutions. It is unclear how a prolonged outbreak with travel, commercial and other similar restrictions, may adversely affect our business operations and the business operations of our customers and suppliers; a disruption for a prolonged period will have a negative effect on our business operations.\nShelter-in-place and essential-only travel regulations have negatively impacted many of our customers. In addition, while our digesters are manufactured in the United States, we still could experience significant supply chain disruptions due to interruptions in operations at any or all of our suppliers\u2019 facilities. If we experience significant delays in receiving our products we will experience delays in fulfilling orders and ultimately receiving payment, which could result in loss of sales and a loss of customer", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1590383_2020.htm (CIK: 1590383, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02118", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nThis MDA includes information relating to Alliant Energy, IPL and WPL, as well as AEF and Corporate Services. Where appropriate, information relating to a specific entity has been segregated and labeled as such. The following discussion and analysis should be read in conjunction with the Financial Statements and Notes included in this report. Unless otherwise noted, all \u201cper share\u201d references in MDA refer to earnings per diluted share. In addition, this MDA includes certain financial information for 2020 compared to 2019. Refer to MDA in the combined 2019 Form 10-K for details on certain financial information for 2019 compared to 2018.\nOVERVIEW\nStrategy and Mission\nAlliant Energy\u2019s mission is to deliver affordable energy solutions and exceptional service that its customers and communities count on - safely, efficiently and responsibly. The mission is supported by a strategy focused on meeting the evolving expectations of customers while providing an attractive return for investors, as well as serving its customers and building strong communities. This strategy includes the following key elements:\nProviding affordable energy solutions to customers - Alliant Energy\u2019s strategy focuses on affordable energy solutions that support retention and growth of its existing customers and attract new customers to its service territories.\nKey Highlights -\n\u2022WPL maintaining flat base rates in 2020 and 2021 by utilizing Federal Tax Reform benefits and lower fuel costs to offset higher revenue requirements from rate base additions.\n\u2022IPL\u2019s renewable energy rider became effective February 26, 2020, which allows for annual adjustments to electric rates charged to IPL\u2019s retail electric customers for actual renewable energy costs incurred to fund IPL\u2019s 1,000 MW of wind generating facilities placed in service in 2019 and 2020, and tax benefits.\n\u2022Providing $35 million of billing credits to IPL\u2019s retail electric customers beginning in the third quarter of 2020 through June 2021, largely driven by Federal Tax Reform benefits for customers.\n\u2022Providing $42 million of billing credits to IPL\u2019s retail electric customers in the second quarter of 2020 through its transmission cost rider for amounts previously collected in rates.\n\u2022Significant fuel cost reductions achieved in 2020 and further reductions in fuel cost expected in 2021 as a result of expansion of renewable generation, operating highly efficient, low cost natural gas facilities and shortening the term of IPL\u2019s DAEC PPA by 5 years.\n\u2022Changes in recovery amounts for energy efficiency costs through the energy efficiency rider resulted in lower costs for IPL\u2019s retail electric and gas customers in 2020.\nMaking customer-focused investments - Alliant Energy\u2019s strategic priorities include making significant customer-focused investments toward cleaner energy and sustainable customer solutions. Alliant Energy\u2019s strategy drives a capital allocation process focused on: 1) transitioning its generation portfolio to meet the growing interest of customers for cleaner sources of energy, 2) upgrading its electric and gas distribution systems to strengthen safety and resiliency, as well as enable distributed energy solutions in its service territories, and 3) enhancing its customers\u2019 experience with evolving technology and greater flexibility.\nKey Highlights (refer to \u201cCustomer Investments\u201d for details) -\n\u2022IPL\u2019s completion of more than 500 MW of new wind farms: Whispering Willow North (201 MW in January 2020), Golden Plains (200 MW in March 2020) and Richland (131 MW in September 2020).\n\u2022WPL\u2019s completion of the natural gas-fired West Riverside Energy Center (723 MW in May 2020), the Kossuth wind farm (152 MW in October 2020) and the expansion of its gas distribution system in Western Wisconsin in November 2020.\n\u2022Planned development and acquisition of additional renewable energy, including approximately 1,000 MW of solar generat", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: tax benefit, tax reform. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02119", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data.\nThe following table sets forth selected historical financial data and should be read in conjunction with the consolidated financial statements and notes related thereto and other financial information included elsewhere herein. The selected historical data was derived from our consolidated financial statements.\n(A)The amounts for 2019 include the effect of the disposal of Non-core Products which is disclosed in Note 2 to the Company\u2019s consolidated financial statements. The Company recognized a gain on disposal of Non-core Products, net of $33,599 which is included within our Control Devices segment.\n(B)The amounts for 2020, 2019, 2018 and 2017 include the Orlaco business as of the acquisition date which is included within our Electronics operating segment and is disclosed in Note 2 to the Company\u2019s consolidated financial statements.\n(C)The amounts for 2017 include the impact of the Tax Legislation, a net tax benefit of $(9,062), consisting of an increase in tax expense of $6,207 due to the one-time deemed repatriation tax, offset by the favorable impact of the reduced tax rate on the Company\u2019s net deferred tax liabilities and other deferred tax adjustments of $(15,269) related to certain earnings included in the one-time transition tax.\n(D)The Company recorded a release of a valuation allowance associated with its U.S. federal, certain state and foreign deferred tax assets of $48.5 million for the year ended December 31, 2016.\n(E)The Company recorded a full valuation allowance on Stoneridge Brazil\u2019s net deferred tax assets of $1,237 for the year ended December 31, 2016 of which $322 was attributable to noncontrolling interest.\n(F)Unallocated corporate expenses include, among other items, accounting/finance, human resources, information technology and legal costs as well as share-based compensation.\n(G)These amounts represent depreciation and amortization on fixed and certain finite-lived intangible assets.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: tax expense, deferred tax, tax rate, tax benefit. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02120", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors.\nYou should carefully consider the risks described below and other information in this prospectus, including the financial statements and related notes that appear at the end of this prospectus, before deciding to invest in our securities. These risks should be considered in conjunction with any other information included herein, including in conjunction with forward-looking statements made herein. If any of the following risks actually occur, they could materially adversely affect our business, financial condition, operating results or prospects. Additional risks and uncertainties that we do not presently know or that we currently deem immaterial may also impair our business, financial condition, operating results and prospects.\nRisks Relating to Our Company\nWe have incurred significant losses and anticipate future losses.\nAs of June 30, 2020, we had an accumulated deficit of $160,937,361 and a stockholders\u2019 deficit of approximately $1,489,010.\nFuture losses are likely to occur as, until we are able to merge with another entity with experienced management and opportunities for growth in return for shares of our common stock to create value for our shareholders as we have no sources of income to meet our operating expenses. As a result of these, among other factors, we received from our registered independent public accountants in their report for the financial statements for the years ended June 30, 2020 and 2019, an explanatory paragraph stating that there is substantial doubt about our ability to continue as a going concern.\nOur existing financial resources are insufficient to meet our ongoing operating expenses.\nWe have no sources of income at this time and no existing cash balances to meet our ongoing operating expenses. In the short term, unless we are able to raise additional debt and/or equity we shall be unable to meet our ongoing operating expenses. On a longer-term basis, we intend to raise the debt and/or equity to meet our ongoing operating expenses and merge with another entity with experienced management and opportunities for growth in return for shares of our common stock to create value for our shareholders. There can be no assurance that this series of events will be successfully completed.\nScarcity of, and competition for, business opportunities and combinations.\nWe believe we are an insignificant participant among the firms which engage in the acquisition of business opportunities. There are many established venture capital and financial concerns that have significantly greater financial and personnel resources and technical expertise than we have. Nearly all such entities have significantly greater financial resources, technical expertise and managerial capabilities than us and, consequently, we will be at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination. Moreover, we will also compete in seeking merger or acquisition candidates with numerous other small public companies. In view of our limited financial resources and limited management availability, we will continue to be at a significant competitive disadvantage compared to our competitors.\nWe may be negatively affected by adverse general economic conditions.\nCurrent conditions in domestic and global economies are extremely uncertain. Adverse changes may occur as a result of softening global economies, wavering consumer confidence caused by the threat of terrorism and war, and other factors capable of affecting economic conditions. Such changes could have a material adverse effect on our business, financial condition, and results of operations.\nBecause our principal shareholder controls our activities, he may cause us to act in a manner that is most beneficial to himself and not to other shareholders which could cause us not to take actions that outside investors might view favorably.\nOur principal shareholder, our sole officer and director, has voting autho", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 932021_2020.htm (CIK: 932021, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02121", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6.SELECTED FINANCIAL DATA.\nThe following selected consolidated financial and other data is as of and for the years ended March 31 and is derived in part from, and should be read in conjunction with the Company's Consolidated Financial Statements and related notes:\n(1)Net income (loss) divided by average total assets.\n(2)Net income (loss) divided by average total stockholders' equity.\n(3)Net interest income divided by average interest-earning assets.\n(4)Combined weighted average interest rate earned less combined weighted average interest rate cost.\n(5)Operating expense divided by sum of net interest income and non-interest income.\n(6)Non-interest expense divided by average total assets.\n(7)Average stockholders' equity divided by average assets for the period ended.\n(8)Dividends paid to common stockholders as a percentage of net income available to common stockholders.\n(9)Non-performing assets consist of nonaccrual loans, loans held-for-sale and real estate owned.\n(10)See Non-GAAP Financial Measures disclosure below for comparable GAAP measures.\nNon-GAAP Financial Measures\nIn addition to evaluating the Company's results of operations in accordance with U.S. generally accepted accounting principles (\u201cGAAP\u201d), management routinely supplements their evaluation with an analysis of certain non-GAAP financial measures, such as the return on average stockholders' equity excluding average accumulated other comprehensive income (loss) (\"AOCI\"), and average stockholders' equity excluding AOCI to average assets. Management believes these non-GAAP financial measures provide information that is useful to investors in understanding the Company's underlying operating performance and trends, and facilitates comparisons with the performance of other banks and thrifts. Further, the efficiency ratio is used by management in its assessment of financial performance, including non-interest expense control.\nReturn on equity measures how efficiently we generate profits from the resources provided by our net assets. Return on average stockholders' equity is calculated by dividing annualized net income (loss) attributable to Carver by average stockholders' equity, excluding AOCI. Management believes that this performance measure explains the results of the Company's ongoing businesses in a manner that allows for a better understanding of the underlying trends in the Company's current businesses. For purposes of the Company's presentation, AOCI includes the changes in the market or fair value of its investment portfolio. These fluctuations have been excluded due to the unpredictable nature of this item and is not necessarily indicative of current operating or future performance.\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1016178_2020.htm (CIK: 1016178, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02122", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk\nMarket risk is the potential loss arising from adverse changes in market rates and prices, such as foreign currency exchange rates, interest rates, and other relevant market rate or price changes. In the ordinary course of business, we are exposed to various market risks, including changes in foreign currency exchange rates and interest rates, and we regularly evaluate our exposure to such changes. Our overall risk management strategy seeks to balance the magnitude of the exposure and the cost and availability of appropriate financial instruments.\nInterest Rate Risk\nIn January 2018, we entered into two interest rate swaps with a notional value of $250.0 million and $375.0 million that matured in September 2020 and December 2020, respectively, to hedge our variable rate debt. We have not entered into new interest rate swap agreements as of December 31, 2020.\nAs of December 31, 2020, there were no amounts outstanding under our Senior Secured Credit Facility and accounts receivable financing agreement that were covered by an interest rate swap and therefore subject to variable interest rates. Each quarter percentage point increase or decrease in the variable rate would result in our interest expense changing by approximately $3.2 million per year under our variable rate debt.\nForeign Currency Exchange Risk\nSince we operate on a global basis, we are exposed to various foreign currency risks. First, our consolidated financial statements are denominated in U.S. dollars, but a significant portion of our revenue is generated in the local currency of our foreign subsidiaries. Accordingly, changes in exchange rates between the applicable foreign currency and the U.S. dollar will affect the translation of each foreign subsidiary\u2019s financial results into U.S. dollars for purposes of reporting consolidated financial results. A hypothetical change of 10% in average exchange rates used to translate all foreign currencies to U.S. dollars would have impacted income before income taxes and equity in income of unconsolidated joint ventures by approximately $31.5 million for the year ended December 31, 2020. The process by which each foreign subsidiary\u2019s financial results are translated into U.S. dollars is as follows: income statement accounts are translated at average exchange rates for the period; balance sheet asset and liability accounts are translated at end of period exchange rates; and equity accounts are translated at historical exchange rates. Translation of the balance sheet in this manner affects the stockholders\u2019 equity account, referred to as the cumulative translation adjustment account. This account exists only in the foreign subsidiary\u2019s U.S. dollar balance sheet and is necessary to keep the foreign balance sheet stated in U.S. dollars in balance. Accumulated currency translation adjustments recorded as a reduction to stockholders\u2019 equity were $98.8 million and $149.3 million at December 31, 2020 and 2019, respectively. We do not have significant operations in countries in which the economy is considered to be highly-inflationary.\nIn addition, two specific risks arise from the nature of the contracts we enter into with our clients, which from time to time are denominated in currencies different than the particular subsidiary\u2019s local currency. These risks are generally applicable only to a portion of the contracts executed by our foreign subsidiaries providing clinical services. The first risk occurs as revenue recognized for services rendered is denominated in a currency different from the currency in which the subsidiary\u2019s expenses are incurred. As a result, the subsidiary\u2019s earnings can be affected by fluctuations in exchange rates.\nThe second risk results from the passage of time between the invoicing of clients under these contracts and the ultimate collection of client payments against such invoices. Because the contract is denominated in a currency other th", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02123", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11.\nEXECUTIVE COMPENSATION.\nThe following information is included in the proxy statement for the annual stockholders meeting of April 27, 2021 and is incorporated herein by reference:\n\u2022\nCompensation of Directors is included under the caption \u201cCOMPENSATION OF DIRECTORS.\u201d\n\u2022\nCompensation of Executive Officers and Related Matters is included under the caption \u201cCOMPENSATION OF EXECUTIVE OFFICERS.\u201d\n\u2022\nCompensation Committee Report is under the caption \u201cCOMPENSATION COMMITTEE REPORT.\u201d\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 75362_2020.htm (CIK: 75362, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02124", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\nWe are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this Item.\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1730773_2020.htm (CIK: 1730773, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02125", "source": "edgar", "source_license": "public_domain", "text": "Item 7.Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nThe following discussion should be read in conjunction with the financial statements and notes thereto appearing elsewhere in this report. Historical results and percentage relationships set forth in the consolidated financial statements, including trends which might appear, should not be taken as necessarily indicative of future operations. The following discussion and other parts of this Annual Report on Form 10-K may also contain forward-looking statements based on current judgments and current knowledge of management, which are subject to certain risks, trends and uncertainties that could cause actual results to differ materially from those indicated in such forward-looking statements. Accordingly, readers are cautioned not to place undue reliance on forward-looking statements. Investors are cautioned that our forward-looking statements involve risks and uncertainty, including without limitation, adverse changes in general economic or local market conditions, including as a result of the COVID-19 pandemic and other potential infectious disease outbreaks and terrorist attacks or other acts of violence, which may negatively affect the markets in which we and our tenants operate, adverse changes in energy prices, which if sustained, could negatively impact occupancy and rental rates in the markets in which we own properties, including energy-influenced markets such as Dallas, Denver and Houston, any inability to dispose of properties on acceptable terms and any delays in the timing of any such anticipated dispositions, changes in interest rates as a result of economic market conditions or a downgrade in our credit rating, disruptions in the debt markets, economic conditions in the markets in which we own properties, risks of a lessening of demand for the types of real estate owned by us, uncertainties relating to fiscal policy, changes in government regulations and regulatory uncertainty, changes in energy prices, geopolitical events, and expenditures that cannot be anticipated such as utility rate and usage increases, delays in construction schedules, unanticipated increases in construction costs, unanticipated repairs, additional staffing, insurance increases and real estate tax valuation reassessments. See \u201cRisk Factors\u201d in Item 1A. Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. We may not update any of the forward-looking statements after the date this Annual Report on Form 10-K is filed to conform them to actual results or to changes in our expectations that occur after such date, other than as required by law.\nOverview\nFSP Corp., or we or the Company, operates in a single reportable segment: real estate operations. The real estate operations market involves real estate rental operations, leasing, secured financing of real estate and services provided for asset management, property management, property acquisitions, dispositions and development. Our current strategy is to invest in infill and central business district office properties in the United States sunbelt and mountain west regions as well as select opportunistic markets. We believe that the United States sunbelt and mountain west regions have macro-economic drivers that have the potential to increase occupancies and rents. We seek value-oriented investments with an eye towards long-term growth and appreciation, as well as current income.\nAs of December 31, 2020, approximately 7.8 million square feet, or approximately 80% of our total owned portfolio, was located in Atlanta, Dallas, Denver, Houston and Minneapolis. From time-to-time we may dispose of our smaller, suburban office assets and replace them with larger urban infill and central business district office assets. As we execute this strategy, short term operating results could be ad", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1031316_2020.htm (CIK: 1031316, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02126", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nThe following table sets forth, for the last two fiscal years, the cash compensation paid by us to our Chairman, Chief Executive Officer and Chief Financial Officer and President (the \u201cNamed Executive Officers\u201d). None of our executive officers other than the named executive officers earned annual compensation in excess of $100,000 during 2020.\nStock Options Granted\nAll options granted during 2020 were nonqualified stock options. During 2020, an aggregate of 2,040,500 options were granted outside of a formal plan. During 2020, 4,500 stock options were granted to one employee, 1,108,000 stock options were granted in a combined option grant to all employees as of February 28, 2020, 356,000 stock options were granted to Mr. Kilkenny, 302,000 stock options were granted to Mr. Baresel, and 270,000 stock options were granted to Mr. Ayers. On December 2, 2020, certain officers and directors and their family members exercised options to purchase 1,359,372 restricted shares of the Company\u2019s common stock. Proceeds from the exercise of the Options were $18,687, which was derived from the reduction of deferred compensation payable that the Company owed to these officers and directors. During 2019, an aggregate of 483,000 options were granted outside of a formal plan to employees. During 2019, 3,000 stock options were granted to one employee, and 160,000 stock options each were granted to Mr. Kilkenny, Mr. Baresel and Mr. Ayers. On May 17, 2019, an employee, certain officers and directors, and their family members exercised options to purchase 518,666 restricted shares of the Company\u2019s common stock. Proceeds from the exercise of the Options were $1,556, of which $1,440 was derived from the reduction of deferred compensation payable that the Company owed to these officers and directors, and the remaining $116 derived from a cash payment from the employee. All common shares were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, without payment of any form of commissions or other remuneration.\nOptions granted generally become exercisable in part after one year from the date of grant and generally have a term of ten years following the date of grant, unless sooner terminated in accordance with the terms of the stock option agreement.\n2020 Year End Option Values\nOur executive officers (Timothy J. Kilkenny, Chairman of the Board, Roger P. Baresel, Chief Executive Officer and Chief Financial Officer and Jason C. Ayers, President) each held 410,528, 436,254, and 421,846, respectively, of outstanding options at December 31, 2020, of which 160,528, 136,254, and 121,846, respectively, were exercisable. At December 31, 2020, the exercisable options had an aggregate value of $3,211, $2,725, and $2,437, respectively, based on an exercise price of $.02 per share and an average bid/ask price of $.01 per share.\nDirector Compensation\nDuring the fiscal year ended December 31, 2020, our directors did not receive any compensation for serving in such capacities.\nEmployment Agreements and Lack of Keyman Insurance\nOn July 6, 2011, we entered into employment agreements with Timothy J. Kilkenny, Roger P. Baresel and Jason Ayers. Each agreement is effective July 1, 2011, and continued through an initial term ended December 31, 2018; however, the term was automatically extended for additional three-year terms, since neither we nor the employee gave a six-month advance notice of termination. These agreements provide, among other things, (i) an annual base salary of at least $61,656 for Mr. Kilkenny, $45,012 for Mr. Baresel and $68,436 for Mr. Ayers, (ii) bonuses at the discretion of the Board of Directors, (iii) entitlement to fringe benefits including medical and insurance benefits as may be provided to our other senior officers; and (iv) eligibility to participate in our incentive, bonus, benefit or similar plans. These agreements require the employee to devote the required time and attention to our business", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1092570_2020.htm (CIK: 1092570, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02127", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A - RISK FACTORS\nThe following risk factors address the material risks concerning our business. If any of the risks discussed in this report were to occur, our business, prospects, financial condition, results of operation and our ability to service our debt and make distributions to our shareholders could be materially and adversely affected and the market price per share of our stock could decline significantly. Some statements in this report, including statements in the following risk factors, constitute forward-looking statements. Please refer to the section entitled \u201cCautionary Statement Regarding Forward-Looking Statements.\u201d\nReal Estate Industry Risks\nOur business and financial results are affected by local real estate conditions in areas where we own properties. We may be affected adversely by general economic conditions and local real estate conditions. For example, an oversupply of industrial properties in a local area or a decline in the attractiveness of our properties to tenants and potential tenants could have a negative effect on us.\nOther factors that may affect general economic conditions or local real estate conditions include but are not limited to:\n\u25cf population and demographic trends;\n\u25cf employment and personal income trends;\n\u25cf zoning, use and other regulatory restrictions;\n\u25cf income tax laws;\n\u25cf changes in interest rates and availability and costs of financing; and\n\u25cf competition from other available real estate.\nWe may be unable to compete with our larger competitors and other alternatives available to tenants or potential tenants of our properties. The real estate business is highly competitive. We compete for properties with other real estate investors and purchasers, including other real estate investment trusts, limited partnerships, syndications and private investors, some of whom may have greater financial resources, revenues and geographical diversity than we have. Furthermore, we compete for tenants with other property owners. All of our industrial properties are subject to significant local competition. We also compete with a wide variety of institutions and other investors for capital funds necessary to support our investment activities and asset growth. To the extent that we are unable to effectively compete in the marketplace, our business may be adversely affected.\nWe are subject to significant regulation that inhibits our activities and may increase our costs. Local zoning and use laws, environmental statutes and other governmental requirements may restrict expansion, rehabilitation and reconstruction activities. These regulations may prevent us from taking advantage of economic opportunities. Legislation such as the Americans with Disabilities Act may require us to modify our properties at a substantial cost and noncompliance could result in the imposition of fines or an award of damages to private litigants. Future legislation may impose additional requirements. We may incur additional costs to comply with any future requirements.\nOur investments are concentrated in the industrial distribution sector and our business would be adversely affected by an economic downturn in that sector. Our investments in real estate assets are primarily concentrated in the industrial distribution sector. This concentration may expose us to the risk of economic downturns in this sector to a greater extent than if our business activities included a more significant portion of other sectors of the real estate industry.\nRisks Associated with Our Properties\nWe may be unable to renew or extend leases or re-let space as leases expire. While we seek to invest in well-located, modern, single-tenant, industrial buildings, leased to investment-grade tenants or their subsidiaries on long-term net leases, a number of our properties are subject to short-term leases. When a lease expires, a tenant may elect not to renew or extend it. We may not be able to re-let the property on similar terms, if we are able to re-let the ", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax law. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02128", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk\nMarket risk is the risk of economic losses due to adverse changes in the estimated fair value of a financial instrument as the result of changes in interest rates, equity prices, foreign currency exchange rates and commodity prices. The primary components of market risk affecting us are credit risk and interest rate risk. We do not have significant exposure to equity risk, foreign currency exchange rate risk or commodity risk.\nCredit risk\nCredit risk is the potential loss resulting from adverse changes in an issuer\u2019s ability to repay its debt obligations. We have exposure to credit risk as a holder of debt instruments. Our risk management strategy and investment approach is to primarily invest in debt instruments of high credit quality issuers and to limit the amount of credit exposure with respect to particular ratings categories and any one issuer. At December 31, 2020, our securities portfolio had an average rating of\u2009\u201cA\u201d with approximately 62.5% of securities in that portfolio rated \u201cA\u201d or better by at least one nationally recognized rating organization. Our policy is to invest in investment-grade securities and to limit investments in fixed maturities that are unrated or rated below investment-grade. At December 31, 2020, approximately 8.3% of our securities portfolio was unrated or rated below investment-grade. We monitor the financial condition of all of the issuers of securities in our portfolio.\nIn addition, we are subject to credit risk with respect to our third-party reinsurers. Although our third-party reinsurers are obligated to reimburse us to the extent we cede risk to them, we are ultimately liable to our policyholders on all risks we have ceded. As a result, reinsurance contracts do not limit our ultimate obligations to pay claims covered under the insurance policies we issue and we might not collect amounts recoverable from our reinsurers. We address this credit risk by selecting reinsurers that generally have an A.M. Best rating of\u2009\u201cA-\u201d (Excellent) or better at the time we enter into the agreement and by performing, along with our reinsurance broker, periodic credit reviews of our reinsurers. If one of our reinsurers suffers a credit downgrade, we may consider various options to lessen the risk of asset impairment, including commutation, novation and letters of credit.\nInterest rate risk\nInterest rate risk is the risk that we will incur economic losses due to adverse changes in interest rates. The primary market risk to our investment portfolio is interest rate risk associated with investments in securities. Fluctuations in interest rates have a direct effect on the market valuation of these securities. When market interest rates rise, the fair value of our securities decreases. Conversely, as interest rates fall, the fair value of our securities increases. We manage this interest rate risk by investing in securities with varied maturity dates and by managing the duration of our investment portfolio in directional relation to the duration of our reserves. Expressed in years, duration is the weighted average payment period of cash flows, where the weighting is based on the present value of the cash flows. We set duration targets for our fixed income investment portfolios after consideration of the estimated duration of our liabilities and other factors. The effective weighted average duration of the portfolio, including cash equivalents, was 4.8 years as of December 31, 2020.\nWe had securities that were subject to interest rate risk with a fair value of\u2009$2.3 billion at December 31, 2020 and $2.0 billion at December 31, 2019. The table below illustrates the sensitivity of the fair value of our securities to selected hypothetical changes in interest rates as of December 31, 2020 and 2019.\nChanges in interest rates will have an immediate effect on comprehensive income and stockholders\u2019 equity but will not ordinarily have an immediate effect on n", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1634038_2020.htm (CIK: 1634038, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02129", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\nOmitted.\nItem 7A.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1657325_2020.htm (CIK: 1657325, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02130", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nThe Company is subject to interest rate risk on its long-term debt. The Company manages its exposure to changes in interest rates by the use of variable and fixed interest rate debt. The fair value of the Company\u2019s fixed rate long-term debt is disclosed in Note 12 to the Consolidated Financial Statements - Long-Term Debt. Every 1-percentage-point change in interest rates would result in an annual interest expense fluctuation of approximately $6,000. In addition, the Company is exposed to foreign currency exchange rate risk mainly as a result of investment in its Canadian subsidiary. A 10% change in the Canadian dollar relative to the U.S. dollar would result in a currency exchange expense fluctuation of approximately $269,000, based on dealer quotes, considering current exchange rates. The Company does not enter into derivatives for trading or speculative purposes and did not hold any derivative financial instruments at December 31, 2020.\nITEM 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 99106_2020.htm (CIK: 99106, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02131", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nManagement\u2019s Discussion and Analysis should be read in conjunction with ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. This discussion contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to, those described in \u201cITEM 1A. RISK FACTORS.\u201d Actual results may differ materially from those contained in any forward-looking statements.\nOVERVIEW\nWe are a specialty finance company focused on lending to middle-market companies and were incorporated under the laws of the State of Delaware on February 5, 2015 (\u201cInception\u201d). On January 30, 2020, we changed our state of incorporation from the State of Delaware to the State of Maryland. We have elected to be treated as a BDC under the 1940 Act. In addition, we have elected to be treated for U.S. federal income tax purposes as a RIC under Subchapter M of the Code. As such, we are required to comply with various regulatory requirements, such as the requirement to invest at least 70% of our assets in \u201cqualifying assets,\u201d source of income limitations, asset diversification requirements, and the requirement to distribute annually at least 90% of our taxable income and tax-exempt interest.\nWe are managed by the Adviser, an investment adviser that is registered with the SEC under the 1940 Act. The Administrator provides the administrative services necessary for us to operate. Company management consists of investment and administrative professionals from the Adviser and Administrator along with our Board. The Adviser directs and executes our investment operations and capital raising activities subject to oversight from the Board, which sets our broad policies. The Board has delegated investment management of our investment assets to the Adviser. The Board consists of five directors, four of whom are independent.\nOur primary investment objective is to maximize the total return to our stockholders in the form of current income and capital appreciation through debt and related equity investments. We seek to achieve our investment objectives by investing primarily in secured debt (including senior secured first lien, unitranche and senior secured second-lien debt) and unsecured debt (including senior unsecured, mezzanine and subordinated debt), as well as related equity securities of private U.S. middle-market companies. We may purchase interests in loans or make debt investments, either (i) directly from our target companies as primary market or private credit investments (i.e., private credit transactions), or (ii) primary or secondary market bank loan or high yield transactions in the broadly syndicated \u201cover-the-counter\u201d market (i.e., broadly syndicated loans and bonds). Although our focus is to invest in less liquid private credit transactions, we may from time to time invest in more liquid broadly syndicated loans and bonds to complement our private credit transactions.\n\u201cFirst lien\u201d investments are senior loans on a lien basis to other liabilities in the issuer\u2019s capital structure that have the benefit of a first-priority security interest in assets of the issuer. The security interest ranks above the security interest of any second-lien lenders in those assets.\n\u201cUnitranche first lien\u201d investments are loans that may extend deeper in a company\u2019s capital structure than traditional first lien debt and may provide for a waterfall of cash flow priority among different lenders in the unitranche loan. In certain instances, we may find another lender to provide the \u201cfirst out\u201d portion of such loan and retain the \u201clast out\u201d portion of such loan, in which case, the \u201cfirst out\u201d portion of the loan would generally receive priority with respect to payment of principal, interest and any other amounts due thereunder over the \u201clast out\u201d portion that we would continue to hold. In exchange for the greater risk of loss, the \u201clast out\u201d portion earns a", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02132", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk.\nWe are exposed to market risks in the ordinary course of our business. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily the result of fluctuations in raw materials, ingredients, inflation and interest rates.\nRaw Materials Pricing Risk\nThe packaging materials used for our products include cardboard, glass, corrugated fiberboard, kraft paper, flexible plastic, flexible film and paperboard. These raw materials are subject to price fluctuations that may create price risk. A hypothetical 10% increase or decrease in the weighted-average cost of these raw materials as of December 27, 2020 would have resulted in an increase or decrease to cost of sales for the year ended December 27, 2020 of approximately $1.6 million. We seek to mitigate the impact of raw materials cost increases by negotiating pricing agreements. We strive to offset the impact of raw materials cost increases with a combination of cost savings initiatives and efficiencies and price increases to our customers.\nIngredient Risk\nWe source our pasture-raised eggs and milk for our products from our network of small family farms. The price we pay to purchase shell eggs from farmers fluctuates based on pallet weight, and under our buy-sell contracts, which account for 98% of the laying hens in our network of family farms as of December 27, 2020, the price we pay is also indexed quarterly in arrears for changes in feed cost, which may cause our agreed-upon pricing under these contracts to fluctuate on a quarterly basis. Under the remainder of our contracts, we are directly responsible for purchasing feed. Either type of contract subjects us to risk of price fluctuations in feed ingredients, primarily consisting of corn and soy. We do not attempt to hedge against fluctuations in the prices of these ingredients by using future, forward, option or other derivative instruments. A hypothetical 10% increase or decrease in the weighted-average cost of these ingredients as of December 27, 2020 would have resulted in an increase or decrease to cost of sales for the year ended December 27, 2020 of approximately $3.4 million. We strive to offset the impact of ingredient cost increases with a combination of cost savings initiatives and efficiencies and price increases to our customers.\nInflation Risk\nWe do not believe that inflation has had a material effect on our business, results of operations or financial condition. If our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases. Our inability or failure to do so could harm our business, results of operations and financial condition.\nInterest Rate Risk\nWe are subject to interest rate risk in connection with our credit facility agreement with PNC Bank, National Association, or the Credit Facility. See the section titled \u201c-Liquidity and Capital Resources-Credit Facility\u201d in Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations appearing elsewhere in this Annual Report. Based on the average interest rate on the instruments under the Credit Facility during the fiscal year ended December 27, 2020, and to the extent that borrowings were outstanding, we do not believe that a hypothetical 10% change in the interest rate would have a material effect on our results of operations or financial condition for the fiscal year ended December 27, 2020.\nOur interest-earning instruments also carry a degree of interest rate risk. As of December 27, 2020, we had cash and cash equivalents of 29.5 million and investments in available for sale securities of $68.4 million\nWe do not enter into investments for trading or speculative purposes and have not used any derivative financial instruments to manage our interest rate risk exposure.\nFo", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1579733_2020.htm (CIK: 1579733, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02133", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nWe have listed below the material risk factors applicable to us grouped into the following categories: Risks related to our Business and Structure, Risks related to our Investments and Risks related to our Common Stock.\nRisks related to our Business and Structure\nWe are dependent upon RCM for our future success.\nOur day-to-day investment operations are managed by our investment adviser and administrator, RCM, subject to oversight and supervision by our Board. We no longer have any employees, and, as a result, RCM\u2019s investment team evaluates, negotiates, structures, closes and monitors our investments. We depend on the diligence, skill, investment expertise and network of business contacts of RCM\u2019s investment professionals, including Allen F. \u201cPete\u201d Grum and Daniel P. Penberthy, and the investment committee of RCM (the \u201cInvestment Committee\u201d) to source appropriate investments for us. We also depend on members of RCM\u2019s investment team and the Investment Committee to analyze potential investments for us and on members of the Investment Committee to make investment decisions for us. Our future success depends on the continued availability of the members of RCM\u2019s investment team and the Investment Committee and the other investment professionals available to RCM. Although each of the then-current employees of the Corporation entered into employment arrangements with RCM at the closing of the Transactions, the Corporation does not have any employment agreements with these individuals or other key personnel of RCM, including members of the Investment Committee, and we cannot provide any assurance that unforeseen business, medical, personal or other circumstances would not lead any such individual to terminate his or her relationship with RCM. The loss of a material number of investment professionals to which RCM has access or members of the Investment Committee, could have a material adverse effect on our ability to achieve our investment objectives as well as on our financial condition and results of operations. In addition, we cannot assure you that RCM will remain our investment adviser or that we will continue to have access to RCM\u2019s investment professionals or the Investment Committee or its information and deal flow.\nRCM has no prior experience managing or acting as an investment adviser for a BDC.\nPrior to its entry into the Investment Management Agreement with Rand, RCM was a newly formed entity that had no prior experience managing or acting as an investment adviser for a BDC. Although the Corporation\u2019s existing employees became employees of RCM after the closing of the Transactions, all of RCM\u2019s investment decisions are made by its Investment Committee, which consists of six persons, of which Allen F. \u201cPete\u201d Grum and Daniel P. Penberthy are two of its members. The investment philosophy and techniques used by RCM, and in particular its Investment Committee, to manage the Corporation\u2019s investment activities may differ from the investment philosophy and techniques previously employed by RCM\u2019s investment team in identifying and managing other investments and that were previously used by the Corporation when it was internally managed. RCM has focused its investing on behalf of the Corporation on interest-yielding debt securities. In addition, RCM is seeking to source potential investments using its relationships and the business networks of the members of the Investment Committee. However, we can offer no assurance that RCM will be successful with respect to its investment decisions in acting as our investment adviser or that RCM or the Investment Committee will be successful in their attempts to source and originate additional potential transactions that are appropriate for Rand\u2019s investment strategy through the use of existing business networks, and our investment returns could be substantially lower than the returns we have achieved in the past.\nOur financial results will depend on RCM\u2019s skill to manage ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 81955_2020.htm (CIK: 81955, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02134", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION.\nThe particulars of compensation paid to the following persons:\n(a) our principal executive officer;\n(b) each of our two most highly compensated executive officers other than the principle executive officer who were serving as executive officers at the end of the year ended August 31, 2020; and\n(c) up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the year ended August 31, 2020,\nwho we will collectively refer to as our \"named executive officers\", of our company for the years ended August 31, 2020 and 2019, are set out in the following summary compensation table, except that no disclosure is provided for any named executive officer, other than our principal executive officer and the Chief Financial Officer, whose total compensation does not exceed $100,000 for the respective fiscal year:\nName and Principal\nPosition\nYear\nSalary\n($)\nBonus\n($)\nStock\nAwards\n($)\nOption\nAwards\n($) (1)\nOther\nAnnual\nCompen-\nsation\n($) (2)\nTotal\n($)\nFrederick Vandenberg (3)\nDirector, President, Chief\nExecutive Officer, and former Chief Financial Officer\n156,093\n158,466\n23,414\nNil\nNil\nNil\n8,437\nNil\n20,462\n6,298\n208,406\n164,764\nSamuel Ritchie (3)(4)\nChief Financial Officer\n43,959\nNil\nNil\n14,400\n58,879\nSandra Boenisch (3)(5)\nChief Financial Officer\n27,874\n113,190\nNil\nNil\nNil\nNil\nNil\nNil\n3,537\n28,803\n116,727\n(1) Option awards shown here represent the aggregate grant date fair value of all options granted.\n(2) The value of prerequisites and other personal benefits, securities and property for the individuals included in the summary compensation table that does not exceed $10,000 is not reported herein. Other compensation includes participation in the employee share purchase plan described below under long term incentive plans.\n(3) Compensation is stated in United States dollars. Where compensation was provided in Canadian dollars, compensation is based on an exchange rate of 0.7433 US dollars for each 1.00 Canadian dollar during the 2020 fiscal year and 0.7546 US dollars for each 1.00 Canadian dollar during the 2019 fiscal year.\n(4) Appointed May 2020\n(5) Resigned effective November 31, 2019\nEMPLOYMENT AGREEMENT WITH OUR NAMED EXECUTIVE OFFICERS\nWe are not party to any written employment agreement or change in control arrangements with Mr. Vandenberg and Mr. Ritchie. We do not have any agreements with Mr. Vandenberg and Mr Ritchie regarding the payments of bonus or other performance incentives. Mr. Vandenberg and Mr. Ritchie are eligible to receive stock options as and when approved by our Board of Directors.\nOUTSTANDING EQUITY AWARDS AT FISCAL YEAR END\nThe following table summarizes equity awards granted to our named executive officers that were outstanding as of August 31, 2020.\nLONG-TERM INCENTIVE PLANS\nThe Company has an Employee Stock Purchase Program whereby all employees of the Company are eligible to contribute up to 5% of their annual salary into a pool which is matched equally by the Company. Independent directors are able to contribute a maximum of $12,500 each annually, for a combined maximum annual purchase of $25,000. The aggregate maximum annual contributions is limited to $400,000. Money in the pool is used to purchase shares out of the market on a semi-monthly basis. All purchases are made through the Exchange by a third-party plan agent and no purchases are made on the OTC or German exchanges. The third-party plan agent is also be responsible for the administration of the Plan on behalf of the Company and the participants.\nAdditionally, the Company has the 2015 Stock Option Plan, under which up to 530,000 shares of the common stock, have been reserved for issuance. As at August 31, 2020, an aggregate of 130,000 common shares remained eligible for issuance under the plan. The options generally vest over a range of periods from the date of grant, some are immediate, and others are 12", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1099369_2020.htm (CIK: 1099369, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02135", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nAs a non-accelerated filer subject to the smaller reporting company disclosure requirements we are not required to provide the information required by this item.\nITEM 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1109546_2020.htm (CIK: 1109546, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02136", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors.\nOur business, results of operations, and financial condition are subject to numerous risks and uncertainties. In connection with any investment decision with respect to our securities, you should carefully consider the following risk factors, as well as the other information contained in this report and our other filings with the SEC. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations. Should any of these risks materialize, our business, results of operations, financial condition and future prospects could be negatively impacted, which in turn could affect the trading value of our securities. You should read these Risk Factors in conjunction with \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d in Item 7 and our consolidated financial statements and related notes in Item 8.\nBusiness and Industry Risks\nThe COVID-19 pandemic has adversely affected, and we expect it to continue to adversely affect, our business, financial condition, and results of operations.\nThe COVID-19 pandemic has adversely impacted economic activity and conditions worldwide, including workforces, liquidity, capital markets, consumer behavior, supply chains, and macroeconomic conditions, which in turn has materially impacted our business. While we expect the COVID-19 pandemic to continue to impact our business in the near term, particularly in regions where we derive a significant amount of our revenue or profit or where our suppliers and customers are located, the extent and duration of the continued effects of the COVID-19 pandemic on our business and results of operation is unknown and will depend on future developments, which are highly uncertain and outside our control. These developments include the scope, duration and severity of the pandemic (including the possibility of further surges or variations of COVID-19), the timing and efficacy of the vaccination program in the U.S., further actions taken by governmental authorities, including future stimulus programs, in response to the pandemic and changing consumer and supplier behavior. It is also possible that the pandemic and its aftermath will lead to a prolonged economic slowdown or recession in the U.S. economy. The current COVID-19 pandemic has impacted and may continue to impact our industry and cause disruptions to our operations, including as a result of decreased demand for our products and services or disruption to our supply chain, all of which could materially and adversely affect our business, financial condition and results of operations.\nWhile we have taken significant precautions to ensure the health and safety of our team members and customers throughout the pandemic, our operations could be disrupted if any of our employees or employees of our suppliers or customers were suspected or confirmed of having COVID-19 or other illnesses and such illness required us or our suppliers or customers to quarantine some or all such employees or disinfect our locations. Also, a number of our administrative employees are working remotely. Remote working may heighten cybersecurity, information security and operational risks and affect the productivity of our employees.\nThe COVID-19 pandemic has caused, and may continue to cause disruptions in our supply chain. The inability of our suppliers to meet our supply needs in a timely manner or our quality standards could cause delays to delivery date requirements of our customers. Such failures could result in the cancellation of orders, customers\u2019 refusal to accept deliveries, a reduction in purchase prices, and ultimately, termination of customer relationships, any of which could have a material adverse effect on our business, financial condition, results of operations and liquidity. In that case, we may be required to seek alternative sources of materials or products. Although we believe that we can manage our", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1723866_2020.htm (CIK: 1723866, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02137", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL AND OPERATING DATA\nYou should read the following selected consolidated financial data in conjunction with \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d and our consolidated financial statements and the related notes appearing elsewhere in this Annual Report on Form 10-K.\nChange in Fiscal Year\nOn March 30, 2016, the Board of Directors of the Company (the \u201cBoard\u201d or \u201cBoard of Directors\u201d) approved a change in the Company\u2019s fiscal year end from the 52- or 53-week period ending on the Saturday closest to February 28 to the 52- or 53-week period ending on the Saturday closest to March 31. The fiscal year change was effective beginning with the Company\u2019s 2016 fiscal year, which began on April 3, 2016 and ended on April 1, 2017. As a result of the change, the Company had a March 2016 fiscal month transition period which began on February 28, 2016 and ended on April 2, 2016. The unaudited results of the transition period were reported in the Company\u2019s Quarterly Report on Form 10-Q filed for the new fiscal first quarter ended July 2, 2016 and the audited results were included in the Company\u2019s Annual Report on Form 10-K for the fiscal year ended April 1, 2017. The following selected financial and operating data presented herein includes the unaudited results for recast fiscal 2015 in addition to prior year audited results based on the February 28 fiscal year end calendar.\nThe following selected consolidated financial data for each of the years ended March 28, 2020 (fiscal 2019), March 30, 2019 (fiscal 2018), and March 31, 2018 (fiscal 2017), and the selected consolidated balance sheet data as of March 28, 2020 and March 30, 2019 have been derived from our audited consolidated financial statements, which are included elsewhere in this Annual Report on Form 10-K. The selected consolidated financial data for each of the years ended April 1, 2017 (fiscal 2016) and February 27, 2016 (fiscal 2015) and the selected consolidated balance sheet data as of March 31, 2018, April 1, 2017 and February 27, 2016, have been derived from our audited consolidated financial statements, which are not included in this Annual Report on Form 10-K. The table below also includes, for comparative\npurposes, unaudited data for the recast 52-week period ended April 2, 2016. Historical results are not indicative of the results to be expected in the future. Fiscal 2019, fiscal 2018, fiscal 2017, fiscal 2016, and fiscal 2015 included 52 weeks.\nAll dollar amounts in this Selected Financial and Operating Data are in thousands, except per share amounts, unless otherwise stated.\n(1)\nBeginning with fiscal 2016, the Company changed its fiscal year to a 52-53 week period ending on the Saturday closest to March 31; previously, the Company\u2019s fiscal year ended on the Saturday closest to February 28.\n(2)\nFor comparative purposes, the Company has presented unaudited selected consolidated financial data for the 52-week period ended April 2, 2016.\n(3)\nThe difference between the Company\u2019s effective tax rate and the statutory Federal tax rate can be attributed to fluctuations in the valuation allowance recorded against net deferred assets not expected to be realized, the effects of foreign income taxed at a different rate including statutory changes in those rates, and the estimated impact in fiscal 2017 and the finalization in fiscal 2018 of the Tax Cuts and Jobs Act (the \u201cTax Act\u201d).\n(4)\nA store is included in the comparable store sales calculation on the first day of the sixteenth full fiscal month following the store\u2019s opening. Comparable store sales are net of discounts and returns. When a store is relocated, we continue to consider sales from that store to be comparable store sales. A store temporarily closed for more than seven days is not considered comparable in the fiscal month it is closed. The store then becomes comparable on the first day of the following fiscal month in which it reopens. Net sales from ou", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax rate, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02138", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements.\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nTo the Shareholders and Board of Directors of:\nBalance Labs, Inc.\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheets of Balance Labs, Inc. and Subsidiaries (the \u201cCompany\u201d) as of December 31, 2020 and 2019, and the related consolidated statements of operations, changes in stockholders\u2019 deficit and cash flows for each of the two years in the period ended December 31, 2020, and the related notes (collectively referred to as the consolidated financial statements). In our opinion the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.\nExplanatory Paragraph - Going Concern\nThe accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statement, the Company has experienced net losses since inception and negative cash flows from operations and has relied on loans from related parties to fund its operations. These factors raise substantial doubt about the Company\u2019s ability to continue as a going concern. Management\u2019s plans in regard to these matters are described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.\nBasis for Opinion\nThese consolidated financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (\u201cPCAOB\u201d) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal controls over financial reporting. Accordingly, we express no such opinion.\nOur audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.\nCritical Audit Matters\nThe critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accou", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1632121_2020.htm (CIK: 1632121, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02139", "source": "edgar", "source_license": "public_domain", "text": "Item 7.Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nBusiness Overview\nThe aviation and aerospace industries as well as markets for the Company\u2019s consumer products continually face evolving challenges on a global basis. The operations of the Company can be affected by the trends of the economy, including interest rates, income tax laws, government regulation, legislation, and other factors. In addition, uncertainties in today\u2019s global economy, competition from expanding manufacturing capabilities and technical sophistication of low-cost developing countries and emerging markets, currency policies in relation to the U.S. dollar of some major foreign exporting countries, the effect of terrorism, difficulty in predicting defense and other government appropriations, the vitality of the commercial aviation industry and its ability to purchase new aircraft, the willingness and ability of the Company\u2019s customers to fund long-term purchase programs, volatile market demand and the continued market acceptance of the Company\u2019s advanced technology and cutlery products make it difficult to predict the impact on future financial results.\nBoth the ATG and CPG markets are sensitive to domestic and foreign economic conditions and policies, which may create volatility in operating results from period to period. For example, the airline industry is sensitive to fuel price increases and economic conditions. These factors directly impact the demand for aircraft production as well as the amount of repair and overhaul required on in-service aircraft.\nThe Company\u2019s suppliers are also subject to all the pressures and volatility being generated by the current global economic conditions. Any interruption of the Company\u2019s continuous flow of material and product parts that are required for the manufacture of the Company\u2019s products could adversely impact the Company\u2019s ability to meet the Company\u2019s customers\u2019 delivery requirements. Consistent with the evolving requirements of the aerospace industry, companies are increasingly being requested to operate under long-term agreements with their customers on the basis of fixed prices, targeted year to year price reductions and/or year to year price adjustments predicated on mutually agreed indices and/or a combination of some or all of the above described pricing arrangements and/or otherwise. Therefore, productivity improvements and cost containment strategies are continuously sought within the Company\u2019s concept of continuous improvement. The Company\u2019s products are labor intensive and as such productivity improvements are expected to have positive effects on the Company\u2019s operating results. However, increased costs for raw material, purchased parts and/or labor will have the reverse effect. Therefore, there are strong incentives to continuously improve productivity and to contain/reduce costs.\nIf any adverse economic events reduce the number of Airliners and/or Aircraft being produced by the Company\u2019s relevant prime contractors, the negative effects of that reduction will in turn flow down through the supply chain. Also, certain major manufacturers have successfully imposed extended payment terms to their suppliers. At times, these extended payment terms are not available to the Company when purchasing raw material such as aluminum, magnetic material, steel and/or other product support items and services. If the Company\u2019s customers delay their payments until after the extended due date or fail to pay, it could adversely impact the Company\u2019s operating results.\nMaximizing the Company\u2019s operations requires continued dedicated performances from the Company\u2019s key and other personnel. In the Company\u2019s markets and business arenas there is substantial competition for the services of the highest performing individuals. Competitors, customers and other companies who may have interest in the Company\u2019s most experienced and educated/highly trained personnel (i.e., managerial, engineeri", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax law. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02140", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nThe Company\u2019s Consolidated Financial Statements required by Item 8, together with the reports thereon of the Independent Registered Public Accounting Firms are set forth on pages 32-57 of this report and are incorporated by reference in this Item 8. The Consolidated Financial Statement schedule listed under Item 15(a)(2), is set forth on page 58 of this report and is incorporated by referenced in this Item 8 and should be read in conjunction with the financial statements.\nITEM 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1002135_2020.htm (CIK: 1002135, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02141", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk.\nInterest Rate Fluctuation Risk\nWe are exposed to market risk related to changes in interest rates. As of December 31, 2020, our cash and cash equivalents consisted of cash and money market accounts. Our primary exposure to market risk is interest income sensitivity, which is affected by changes in the general level of U.S. interest rates. However, because of the short-term nature of the instruments in our portfolio, an immediate 10% change in market interest rates would not have a material impact on the fair market value of our investment portfolio or on our financial position or results of operations.\nAs of December 31, 2020, we had $200.0 million in borrowings outstanding. The term loan bears interest at an interest rate of the greater of (a) LIBOR or (b) 2.00% per annum, plus 11.00% per annum. Based on the $200.0 million of principal outstanding as of December 31, 2020, an immediate 10% change in the Prime Rate would not have a material impact on our debt-related obligations, financial position or results of operations.\nForeign Currency Fluctuation Risk\nWe are not currently exposed to significant market risk related to changes in foreign currency exchange rates; however, we have contracted with and may continue to contract with foreign vendors that are located in Europe. Our operations may be subject to fluctuations in foreign currency exchange rates in the future.\nInflation Fluctuation Risk\nInflation generally affects us by increasing our cost of labor and clinical trial costs. We do not believe that inflation had a material effect on our business, financial condition or results of operations for the years ended December 31, 2020 or 2019.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1802665_2020.htm (CIK: 1802665, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02142", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data\n(1)\nEffective September 12, 2016, Spire completed the purchase of 100% of the outstanding common stock of Spire EnergySouth. Total cash consideration paid, net of cash acquired, debt assumed and a working capital settlement payment received, was $313.9, funded with a combination of the issuance of approximately 2.2 shares of common stock on May 17, 2016, the issuance of $165.0 aggregate principal amount of senior notes on September 9, 2016, and cash on hand.\n(2)\nBalance Sheet data for the fiscal year 2016 has been restated to retrospectively reflect the impact of implementing Accounting Standards Update (ASU) No. 2015-03, Interest - Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs, during fiscal 2017.\n(3)\nThis section contains the non-GAAP financial measures of net economic earnings (NEE) and net economic earnings per share (NEEPS). NEEPS are calculated by replacing consolidated net income with consolidated NEE in the GAAP diluted earnings per share calculation. Each reconciling item between NEE and net income is shown pre-tax. The income tax effect is calculated by applying federal, state, and local income tax rates applicable to ordinary income to the amounts of the pre-tax reconciling items and then adding any estimated effects of enacted state or local income tax laws for periods before the related effective date. NEEPS for 2016 excludes the impact of the May 2016 equity offering to fund the acquisition of Spire EnergySouth. The weighted-average diluted shares used in the NEEPS calculation for fiscal year 2016 was 43.5, compared to 44.3 used in the GAAP earnings per share calculation. For more information about net economic earnings data, refer to the Non-GAAP Measures section of Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations in Item 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax rate, tax law. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02143", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures about Market Risk\nThe net proceeds of the initial public offering and the sale of the private placement warrants held in the trust account have been invested in U.S. government treasury bills with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1769318_2020.htm (CIK: 1769318, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02144", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nOur Consolidated Financial Statements and the relevant notes to those statements are attached to this report beginning on page.\nITEM 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1326706_2020.htm (CIK: 1326706, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02145", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nReference is made to Pages through comprising a portion of this Report.\nITEM 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1823200_2020.htm (CIK: 1823200, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02146", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nThe information required by this item will be set forth under the headings \u201cBoard Meetings and Committees of the Board - Director Compensation,\u201d \u201cCompensation Discussion and Analysis,\u201d \u201cExecutive Summary Business and Compensation Highlights,\u201d \u201cCompensation Governance\u201d and \u201cCompensation Committee Interlocks and Insider Participation\u201d in our Proxy Statement for the 2021 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2020, and is incorporated herein by reference.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1401680_2020.htm (CIK: 1401680, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02147", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. Quantitative and Qualitative Disclosures about Market Risk\nWe do not hold or issue financial instruments for trading purposes. We conduct all of our business in U.S. currency and therefore do not have any direct foreign currency risk. We do have exposure to changes in interest rates with respect to the borrowings under our senior secured credit facility, which bear interest at a variable rate based on LIBOR. For example, if the interest rate on our borrowings increased 100 basis points (1%) from the credit facility floor of 1.0%, our annual interest expense would increase by approximately $0.6 million.\nWhile we currently hold our excess cash in an operating account, in the future we may invest all or a portion of our excess cash in short-term investments, including money market accounts, where returns may reflect current interest rates. As a result, market interest rate changes impact our interest expense and interest income. This impact will depend on variables such as the magnitude of interest rate changes and the level of our borrowings under our credit facility or excess cash balances.\nITEM 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1550695_2020.htm (CIK: 1550695, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02148", "source": "edgar", "source_license": "public_domain", "text": "Item 1A.Risk Factors\nInvestors should carefully consider the risks, uncertainties, and other factors described below, as well as other disclosures in this report, including Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations, because they could have a material adverse effect on our business, financial condition, operating results, cash flows, and growth prospects. These risks are not the only risks we face. Our business operations could also be affected by additional factors that are not presently known to us or that we currently consider to be immaterial. No priority or significance is intended by, nor should be attached to, the order in which the risk factors appear.\nGeneral Business and Industry Risks\nThe Company is vulnerable to the potential difficulties associated with the increase in the complexity of our business. We have grown rapidly over the last several years through acquisition and worldwide growth. This growth has caused increased complexities in the business. We believe our future success depends in part on our ability to manage our growth and increased complexities of our business. The following factors could present difficulties to us:\n\u2022Managing our distribution channel partners;\n\u2022Managing our contract manufacturing and supply chain;\n\u2022Manufacturing an increased number of products;\n\u2022Developing and managing custom solutions offerings;\n\u2022Managing parties to whom we have outsourced portions of our business operations;\n\u2022Managing administrative and operational burdens;\n\u2022Managing stakeholder interests including customer, investor and employee social responsibility matters;\n\u2022Maintaining and improving information technology infrastructure to support growth;\n\u2022Managing the integration of acquisitions;\n\u2022Managing logistical problems common to complex, expansive operations;\n\u2022Managing our international operations; and\n\u2022Attracting, developing and retaining individuals with the requisite technical expertise to develop new technologies and introduce new products and solutions.\nInability to consummate future acquisitions at appropriate prices could negatively impact our growth rate and stock price. Our ability to expand revenues, earnings, and cash flow depends in part upon our ability to identify and successfully acquire and integrate businesses at appropriate prices and to realize anticipated synergies. Acquisitions can be difficult to identify and consummate due to competition among prospective buyers and the need to satisfy applicable closing conditions and obtain antitrust and other regulatory approval on acceptable terms.\nThe Company could encounter difficulties in any acquisition it undertakes, including unanticipated integration problems and business disruption. Acquisitions could also dilute stockholder value and adversely affect operating results. We may acquire or make investments in other businesses, technologies, services, products, or solutions. An acquisition may present business issues which are new to us. The process of integrating any acquired business, technology, service, or product into our operations may result in unforeseen operating difficulties and expenditures. Integration of an acquired company also may consume considerable management time and attention, which could otherwise be available for ongoing operations and the further development of our existing business. These and other factors may result in benefits of an acquisition not being fully realized.\nAcquisitions also may involve a number of risks, including:\n\u2022Difficulties and uncertainties in retaining the customers or other business relationships from the acquired entities;\n\u2022The loss of key employees of acquired entities;\n\u2022The ability of acquired entities to fulfill their customers\u2019 obligations;\n\u2022The inheritance of known, and the discovery of unknown, issues or liabilities;\n\u2022Pre-closing and post-closing acquisition-related earnings charges could adversely impact operating results and cash flows in any given period,", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 877212_2020.htm (CIK: 877212, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02149", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nThe information required by this item is incorporated by reference from our definitive proxy statement for the 2021 Annual Meeting of Stockholders under the caption \u201cCompensation of the Named Executive Officers and Directors.\u201d\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 203527_2020.htm (CIK: 203527, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02150", "source": "edgar", "source_license": "public_domain", "text": "Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nINDEX TO CONSOLIDATED FINANCIAL STATEMENTS\nManagement\u2019s Report on Internal Control over Financial Reporting\nThe management of Materion Corporation and subsidiaries is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Materion Corporation and subsidiaries\u2019 internal control system was designed to provide reasonable assurance to the Company\u2019s management and Board of Directors regarding the preparation and fair presentation of published financial statements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.\nMaterion Corporation and subsidiaries\u2019 management assessed the effectiveness of the Company\u2019s internal control over financial reporting as of December 31, 2020. In making this assessment, it used the framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria) in Internal Control - Integrated Framework (2013).\nThe Company completed the acquisition of Optics Balzers AG (Optics Balzers) on July 17, 2020. As permitted by SEC guidance, the scope of our evaluation of internal control over financial reporting as of December 31, 2020 did not include the internal control over financial reporting of Optics Balzers. The results of Optics Balzers are included in our consolidated financial statements from the date of acquisition and constituted 22% of total assets as of December 31, 2020.\nBased on our assessment we believe that, as of December 31, 2020, the Company\u2019s internal control over financial reporting is effective.\nThe effectiveness of our internal control over financial reporting as of December 31, 2020 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report.\nReport of Independent Registered Public Accounting Firm\nTo the Shareholders and Board of Directors of Materion Corporation\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheets of Materion Corporation and subsidiaries (the Company) as of December 31, 2020 and 2019, the related consolidated statements of income, comprehensive income, shareholders' equity and cash flows for each of the three years in the period ended December 31, 2020, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the \u201cconsolidated financial statements\u201d). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with U.S. generally accepted accounting principles.\nWe also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company\u2019s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 18, 2021 expressed an unqualified opinion thereon.\nChange in Accounting Principles\nAs discussed in Note A to the consolidated financial statements, the Company elected to change its method of accounting for certain inventories to the first-in, first-out (\u201cFIFO\u201d) method during the year ended December 31, 2020.\nBasis for Opinion\nThese financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s financial statements based on our audits. We are a public accounting firm ", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1104657_2020.htm (CIK: 1104657, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02151", "source": "edgar", "source_license": "public_domain", "text": "Item 7.\nManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations (all dollar amounts in thousands, except per share and revenue per equivalent admissions amounts)\nThis Annual Report and the documents that are incorporated by reference in this Annual Report contain certain forward-looking statements within the meaning of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that do not relate solely to historical or current facts and may be identified by the use of words such as \u201cmay,\u201d \u201cbelieve,\u201d \u201cwill,\u201d \u201cseeks to\u201d, \u201cexpect,\u201d \u201cproject,\u201d \u201cestimate,\u201d \u201canticipate,\u201d \u201cplan\u201d or \u201ccontinue.\u201d These forward-looking statements are based on the current plans and expectations and are subject to a number of risks, uncertainties and other factors which could significantly affect current plans and expectations and our future financial condition and results. For a listing and a discussion of such factors, which could cause actual results, performance and achievements to differ materially from those anticipated, see Certain Cautionary Statements-Forward Looking Information and Item 1A.\nCritical Accounting Estimates\nThe preparation of financial statements in accordance with U.S. generally accepted accounting principles requires us to make estimates and assumptions that affect reported amounts and related disclosures. We consider an accounting estimate to be critical if:\n\u2022\nit requires assumptions to be made that were uncertain at the time the estimate was made; and\n\u2022\nchanges in the estimate or different estimates that could have been made could have a material impact on our consolidated statement of earnings or financial condition.\nThe table of critical accounting estimates that follows is not intended to be a comprehensive list of all of our accounting policies that require estimates. We believe that of our significant accounting policies, as discussed in Note 2 of our Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K for the fiscal year ended June 30, 2020, the estimates discussed below involve a higher degree of judgment and complexity. We believe the current assumptions and other considerations used to estimate amounts reflected in our consolidated financial statements are appropriate. However, if actual experience differs from the assumptions and other considerations used in estimating amounts reflected in our consolidated financial statements, the resulting changes could have a material adverse effect on our consolidated results of operations and financial condition.\nThe table that follows presents information about our critical accounting estimates, as well as the effects of hypothetical changes in the material assumptions used to develop each estimate:\nBalance Sheet or Statement of Operations and Comprehensive\nEarnings and Loss Caption/Nature of Critical Estimate Item\n(dollar amounts in thousands, except per share)\nAssumption / Approach Used\n(dollar amounts in thousands, except per\nshare)\nSensitivity Analysis\n(dollar amounts in thousands, except\nper share)\nReceivables-net and Provision for Concession Adjustments\nReceivables-net for our Healthcare Services segment primarily consists of amounts due from third-party payors and patients from providing healthcare services to healthcare facility patients. Receivables for our Pharmacy segment primarily consists of amounts due from third-party payors; institutions such as nursing homes, home health, hospice, hospitals; Medicaid Part D program; and customers from the sale of pharmacy services and merchandise. Our ability to collect outstanding receivables is critical to our results of operations and cash flows. The primary uncertainty lies with accounts for which patients are responsible, which we refer to as patient responsibility accounts. These accounts include both amounts payable by uninsured patients and co-payments and", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 96793_2020.htm (CIK: 96793, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02152", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nMANAGEMENT'S RESPONSIBILITY FOR FINANCIAL STATEMENTS\nManagement is responsible for the preparation and integrity of the accompanying consolidated financial statements of Eastman Chemical Company (\"Eastman\" or the \"Company\"). Eastman has prepared these consolidated financial statements in accordance with accounting principles generally accepted in the United States, and the statements of necessity include some amounts that are based on management's best estimates and judgments.\nEastman's accounting systems include extensive internal controls designed to provide reasonable assurance of the reliability of its financial records and the proper safeguarding and use of its assets. Such controls are based on established policies and procedures, are implemented by trained, skilled personnel with an appropriate segregation of duties, and are monitored through a comprehensive internal audit program. The Company's policies and procedures prescribe that the Company and all employees are to maintain the highest ethical standards and that its business practices throughout the world are to be conducted in a manner that is above reproach.\nThe accompanying consolidated financial statements have been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, who were responsible for conducting their audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Their report is included herein.\nThe Board of Directors exercises its responsibility for these financial statements through its Audit Committee, which consists entirely of non-management Board members. PricewaterhouseCoopers LLP, and internal auditors have full and free access to the Audit Committee. The Audit Committee meets periodically with PricewaterhouseCoopers LLP and Eastman's Director of Corporate Audit Services, both privately and with management present, to discuss accounting, auditing, policies and procedures, internal controls, and financial reporting matters.\nReport of Independent Registered Public Accounting Firm\nTo the Board of Directors and Stockholders of Eastman Chemical Company\nOpinions on the Financial Statements and Internal Control over Financial Reporting\nWe have audited the accompanying consolidated statements of financial position of Eastman Chemical Company and its subsidiaries (the \"Company\") as of December 31, 2020 and 2019, and the related consolidated statements of earnings, comprehensive income and retained earnings, and of cash flows for each of the three years in the period ended December 31, 2020, including the related notes (collectively referred to as the \"consolidated financial statements\"). We also have audited the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).\nIn our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.\nChanges in Accounting Principles\nAs discussed in Note 1 to the consolidated financial statements, the Company changed the manner in which it accounts for leases in 2019 and the manner in which it accounts for revenues from contracts with customers in 2018.\nBasis for Opinions\nThe Company's management is responsible for these consolidated financial ", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 915389_2020.htm (CIK: 915389, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02153", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nThe information required by this Item is incorporated herein by reference from our definitive Proxy Statement for the 2020 Annual Meeting of Stockholders under the headings \u201cExecutive and Director Compensation\u201d.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1411688_2020.htm (CIK: 1411688, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02154", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7: MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nForward Looking Statements\nExcept for historical information, the following Management\u2019s Discussion and Analysis contains forward-looking statements based upon current expectations that involve certain risks and uncertainties. Such forward-looking statements include statements regarding, among other things, (a) discussions about mineral resources and mineralized material, (b) our projected sales and profitability, (c) our growth strategies, (d) anticipated trends in our industry, (e) our future financing plans, (f) our anticipated needs for working capital, (g) our lack of operational experience and (h) the benefits related to ownership of our common stock. Forward-looking statements, which involve assumptions and describe our future plans, strategies, and expectations, are generally identifiable by use of the words \u201cmay,\u201d \u201cwill,\u201d \u201cshould,\u201d \u201cexpect,\u201d \u201canticipate,\u201d \u201cestimate,\u201d \u201cbelieve,\u201d \u201cintend,\u201d or \u201cproject\u201d or the negative of these words or other variations on these words or comparable terminology. This information may involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from the future results, performance, or achievements expressed or implied by any forward-looking statements. These statements may be found under \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d and \u201cDescription of Business,\u201d as well as in this Report generally. Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors, including, without limitation, the risks outlined under \u201cRisk Factors\u201d and matters described in this Report generally. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this Report will in fact occur as projected.\nOverview\nOn February 25, 2013, Inception Mining, Inc. (\u201cInception\u201d or the \u201cCompany\u201d) and its majority shareholder (the \u201cMajority Shareholder\u201d), and its wholly-owned subsidiary, Inception Development Inc. (the \u201cSubsidiary\u201d), entered into an Asset Purchase Agreement (the \u201cAsset Purchase Agreement\u201d) with Inception Resources, LLC, a Utah corporation (\u201cInception Resources\u201d), pursuant to which Inception purchased the UP and Burlington Gold Mine in consideration of 16,000,000 shares of common stock of Inception, the assumption of promissory notes in the amount of $950,000 and the assignment of a 3% net smelter royalty, which may increase or decrease depending on the amount of gold produced. Inception Resources was an entity owned by and under the control of a shareholder. This transaction is deemed an asset purchase by entities under common control. The Asset Purchase Agreement closed on February 25, 2013 (the \u201cClosing\u201d). We were a \u201cshell company\u201d (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended) immediately prior to our acquisition of the gold mine pursuant to the terms of the Assert Purchase Agreement. As a result of such acquisition, our operations are now focused on the ownership and operation of the mine acquired from Inception Resources. Consequently, we believe that acquisition has caused us to cease to be a shell company as we no longer have nominal operations.\nWe are a mining company engaged in the production, acquisition, exploration, and development of mineral properties, primarily for gold, from owned mining properties. Inception Resources has acquired two projects, as described below. Our target properties are those that have been the subject of historical exploration.\nUP and Burlington Gold Mine\nOn February 25, 2013, the Company acquired certain real property and the associated exploration permits and mineral rights commonly known as the UP and Burlington Gold Mine (\u201cUP and Burlington\u201d). Discovered in 1892, UP and", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1416090_2020.htm (CIK: 1416090, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02155", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk\nWe are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1674227_2020.htm (CIK: 1674227, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02156", "source": "edgar", "source_license": "public_domain", "text": "Item 11.EXECUTIVE COMPENSATION\nThe following table sets forth the compensation of the Company\u2019s sole executive officer for the years ended April 30, 2020, 2019, and 2018.\nSUMMARY COMPENSATION TABLE\nNo amounts are paid or payable to directors for acting as such.\nEmployment Agreements with Executive Officers\nWe do have any employment agreements with our executive officers at this present time.\nDirector Compensation\nCurrently our directors serve without compensation.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 820771_2020.htm (CIK: 820771, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02157", "source": "edgar", "source_license": "public_domain", "text": "Item 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nInterest Rate Risk\nOur interest rate risk exposure is limited to our long-term debt. All of our interest on long-term debt is fixed in nature as shown on the following table (in thousands of dollars):\nOur total long-term debt at December 31, 2020 had a carrying value of $578.0 million and a fair market value of $680.6 million. As of December 31, 2020, the weighted-average interest rate on our long-term debt was 4.45 percent.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 110019_2020.htm (CIK: 110019, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02158", "source": "edgar", "source_license": "public_domain", "text": "Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nTo the Board of Directors and\nStockholders of Eastside Distilling, Inc.\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheets of Eastside Distilling, Inc. (the Company) as of December 31, 2020 and 2019, and the related consolidated statements of operations, stockholders\u2019 equity (deficit), and cash flows for each of the years in the two-year period ended December 31, 2020, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.\nBasis for Opinion\nThese consolidated financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company\u2019s internal control over financial reporting. Accordingly, we express no such opinion.\nOur audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.\nCritical Audit Matters\nThe critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.\nEvaluation of Intangible Assets\nAs discussed in Note 4, the Company acquired two entities during 2019 accounted for as business combinations, which required assets and liabilities assumed to be measured at their acquisition date fair values. At each reporting period, certain intangible assets are required to be assessed annually for impairment based on the facts and circumstances at that time. Auditing management\u2019s evaluatio", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1534708_2020.htm (CIK: 1534708, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02159", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk\nOur primary market risks are attributable to fluctuations in commodity prices and interest rates, which can affect our business, financial condition, operating results and cash flows. The following should be read in conjunction with the financial statements and related notes included elsewhere in this report.\nPrice Risk\nOur most significant market risk relates to prices for oil, natural gas, and NGLs. Management expects energy prices to remain unpredictable and potentially volatile. As energy prices decline or rise significantly, revenues, certain costs such as fuel gas, and cash flows are likewise affected. Additional non-cash impairment charges for our oil and gas properties may be required if commodity prices experience further significant decline.\nWe have hedged a large portion of our expected crude oil production and our natural gas purchase requirements to reduce exposure to fluctuations in commodity prices. We use derivatives such as swaps, calls and puts to hedge. We do not enter into derivative contracts for speculative trading purposes and we have not accounted for our derivatives as cash-flow or fair-value hedges. We continuously consider the level of our oil production and gas purchases that is appropriate to hedge based on a variety of factors, including, among other things, current and future expected commodity prices, our expected capital and operating costs, our overall risk profile, including leverage, size and scale, as well as any requirements for, or restrictions on, levels of hedging contained in any credit facility or other debt instrument applicable at the time.\nWe determine the fair value of our oil and gas sales and natural gas purchase derivatives using valuation techniques which utilize market quotes and pricing analysis. Inputs include publicly available prices and forward price curves generated from a compilation of data gathered from third parties. We validate data provided by third parties by understanding the valuation inputs used, obtaining market values from other pricing sources, analyzing pricing data in certain situations and confirming that those instruments trade in active markets. At December 31, 2020, the fair value of our hedge positions was a net liability of approximately $21 million. A 10% increase in the oil and natural gas index prices above the December 31, 2020 prices would result in a net liability of approximately $38 million; conversely, a 10% decrease in the oil and natural gas index prices below the December 31, 2020 prices would result in a net asset of approximately $11 million. For additional information about derivative activity, see Note 4, Derivatives, in the Notes to the Consolidated Financial Statements in Part II, Item 8", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1705873_2020.htm (CIK: 1705873, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02160", "source": "edgar", "source_license": "public_domain", "text": "Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nOur consolidated financial statements appear in a separate section of this Annual Report on Form 10-K beginning on page.\nItem 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 948708_2020.htm (CIK: 948708, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02161", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.\nOVERVIEW\nManagement's discussion and analysis should be read in conjunction with the consolidated financial statements and accompanying notes that appear elsewhere in this Annual Report on Form 10-K.\nInvacare is a multi-national company with integrated capabilities to design, manufacture and distribute durable medical devices. The company makes products that help people move, breathe, rest and perform essential hygiene, and with those products the company supports people with congenital, acquired and degenerative conditions. The company's products and solutions are important parts of care for people with a range of challenges, from those who are active and involved in work or school each day and may need additional mobility or respiratory support, to those who are cared for in residential care settings, at home and in rehabilitation centers. The company operates in facilities in North America, Europe and Asia Pacific, which are the result of dozens of acquisitions made over the company's forty one year history. Some of these acquisitions have been combined into integrated operating units, while others have remained relatively independent.\nCOVID-19 Impact\nThe company continues to actively monitor the impact of the coronavirus (COVID-19), which negatively impacted the company\u2019s business in 2020 with regard to reduced net sales on a global basis year-over-year primarily related to mobility and seating products. In addition, the company experienced a decrease in 2020 operating income in the Europe segment as a result of a significant decline in net sales related to the pandemic. The extent to which the company\u2019s operations will be impacted by the pandemic will depend largely on future developments, which remain highly uncertain and difficult to accurately predict, including, among other things, new information which may emerge concerning the severity of the pandemic and actions by government authorities to contain COVID-19 or treat its impact, such as reimposed public health restrictions or restrictions on access to healthcare facilities.\nIn 2020, as an \u201cessential\u201d business making medical devices, the company had continued to operate in all but one of its facilities which had temporarily suspended operations, having taken the recommended public health measures to ensure worker and workplace safety. The company continues to experience high demand globally for its respiratory products. These products are being deployed in the fight against the COVID-19\npandemic in expanded medical facilities to relieve the strain on hospital systems by providing more medical beds and access to purified oxygen needed in respiratory care. The company continues to work to increase its capacity to produce these critical products and resolve global supply chain challenges that are compounded by the effects of the pandemic. As a result, there are practical limits to the extent the company can increase output. In addition, the company has continued to experience cost increases from pandemic-related supply chain disruptions.\nThe initial stages of the pandemic appropriately focused the provision of healthcare to urgent non-elective care, reducing access to clinicians and healthcare facilities on which other parts of the company\u2019s business rely to engage with customers for product trials and fittings. As a result, and combined with various stay-at-home orders, the company experienced a global decline in quotes for mobility and seating products, and a resultant decline in orders starting in the second quarter of 2020. The company realized sequential sales growth on a consolidated basis in the third and fourth quarters of 2020, primarily driven by Europe, as access to customers improved from the low point of the second quarter of 2020. While the company believes the decline in demand for mobility and seating product is temporary in nature, the rebound of the business ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 742112_2020.htm (CIK: 742112, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02162", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation.\nThe following table sets forth information regarding the compensation paid, awarded to, or earned for our fiscal years ended December 31, 2020 and 2019 for each of our named executive officers.\nGeneral\nWe compensate our named executive officers through a combination of base salary, annual bonuses, equity awards, and other benefits including perquisites. Our Human Resources & Compensation Committee, sometimes referred to as the HRCC, believes the executive compensation packages that we provide to our executives, including the named executive officers, should include both cash and equity compensation that reward performance as measured against established corporate goals. Each element of compensation is designed to achieve a specific purpose and to contribute to a total package that is competitive with similar packages provided by other institutions that compete for the services of individuals like our named executive officers.\n2020 Risk Assessment\nEach year, the Company performs a risk analysis of each of its compensation programs. If warranted, the HRCC will recommend changes to address concerns or considerations raised in the risk review process. Changes may be recommended for the program design or its oversight and administration in order to mitigate unreasonable risk, if any is determined to exist. The HRCC has concluded that the Company\u2019s compensation arrangements do not encourage any employees to take unnecessary and excessive risks. We do not believe that any risks arising from our compensation policies and practices are reasonably likely to have a material adverse effect on the Company.\nChief Executive Officer Agreement\nOn November 1, 2017, we entered into an employment agreement with Ms. Kim, our President and Chief Executive Officer. The agreement provides for an initial three-year term and automatically renewal each subsequent year for a one-year term thereafter unless terminated by either party upon 45 days written notice prior to the end of the then-current term. Under the terms of the agreement, Ms. Kim was initially entitled to an annual base salary of $410,000 subject to annual minimum increases of 3%, the actual amount as determined by the Board of Directors\u2019 annual review of executive salaries. Her salary was last increased to $493,800 in April 2019. In addition to her salary, she is eligible to participate in the annual Management Incentive Plan, and will be entitled to equity award grants in accordance with the Company\u2019s equity incentive plans and as approved by the Board of Directors. The Company provides Ms. Kim, at the same level of cost to other employees, group life, health, accident and disability insurance coverage for herself and her dependents. She is entitled to six weeks paid vacation annually. She received an automobile allowance in the amount of $1,200 per month in 2018 and for the first quarter of 2019. Effective April 2019, the monthly automobile allowance in the amount of $1,200 was rolled into Ms. Kim\u2019s base salary. If Ms. Kim\u2019s employment is terminated without Cause she will be entitled to 175% of her base salary paid over a period of 12 months and the Company will pay her COBRA health insurance premiums for 12 months. If Ms. Kim\u2019s employment is terminated by the Company without Cause or she resigns for Good Reason within six months before or two years after a Change in Control, she will be paid 225% of her base salary over 12 months and the Company will pay her COBRA health insurance premiums for 24 months. The agreement provides that if any payments to Ms. Kim are limited by Section 280G of the Internal Revenue Code of 1986, as amended (the \u201cInternal Revenue Code\u201d or the \u201cCode\u201d), our obligations will be limited to such amounts that results in the greatest amount of the payment that is deductible for federal minimum tax purposes after taking into account all other compensation payments to or for the benefit of Ms. Kim that are included in determining the de", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: irs, internal revenue. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02163", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. RISK FACTORS\nThe following is a discussion of material factors that may make an investment in Citizens' Class A common stock risky. These risk factors may be important to understanding other statements in this report. The following information should be read in conjunction with Part I. Item 3. Legal Proceedings, Part II. Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Consolidated Financial Statements and accompanying notes in Part II. Item 8. Financial Statements and Supplementary Data of this report.\nBecause of the following factors, as well as other factors affecting the Company\u2019s financial condition and operating results, past financial performance should not be considered to be a reliable indicator of future performance, and investors should not use historical trends to anticipate results or trends in future periods.\nDecember 31, 2020 | 10-K 15\nCITIZENS, INC.\nA SUBSTANTIAL PORTION OF OUR REVENUE IS GENERATED FROM INSURANCE PRODUCTS SOLD OUTSIDE OF THE UNITED STATES. WHILE OUR PRODUCTS ARE PRICED AND PAID FOR IN U.S. DOLLARS, OUR FOREIGN OPERATIONS MAY SUBJECT US TO SEVERAL RISKS, SET FORTH BELOW.\nOur sales to residents of foreign countries expose us to unknown risks related to foreign economies and governments. A significant loss of sales in these foreign markets would have a material adverse effect on our results of operations and financial condition.\nA substantial majority of our direct insurance premiums, approximately 71% at December 31, 2020, are from policyholders in foreign countries, primarily those in Latin America and the Pacific Rim. These policies are issued by our Bermuda subsidiary, CICA Ltd. and are sold by independent consultants who are located in these foreign countries.\nOur Company\u2019s sales and financial results depend upon the ability of our independent consultants in foreign countries to effectively distribute our products and the ability of residents of such countries to purchase our products using U.S. dollars. While we have undertaken a comprehensive compliance review of risks associated with the potential application of foreign laws, which vary by country, to our sales of insurance policies in foreign countries, there is a lack of uniform regulation and lack of clarity in certain regulations and thus we face various risks associated with the application of foreign laws to these sales.\nGenerally, all foreign countries in which we offer insurance products require either CICA Ltd. and/or our independent consultants to obtain a license or other authority to conduct insurance business in that country. Some of these countries also require that local regulatory authorities approve the terms of any insurance product sold to residents of that country. We have never sought to qualify to do business in any foreign country or jurisdiction, except Bermuda, in which CICA Ltd. is domiciled, and have never submitted the insurance policies that we issue to residents of foreign countries for approval by any foreign or domestic insurance regulatory agency. Some foreign governments have determined under their existing laws that their residents may not purchase life insurance from us unless we become qualified to do business in that country or unless our policies purchased by their residents receive prior approval from its insurance regulators. There is a risk that additional foreign governments will enact additional legislation that may render our existing insurance products either illegal or less attractive to potential customers. There is the further risk that regulators may become more aggressive in enforcing any perceived violations of their laws and seek to impose monetary fines, criminal penalties, and/or order us to cease our sales in that jurisdiction. There is no assurance that, if a foreign country were to require that we qualify to do business in that country or submit our policies for approval by that country\u2019s regulatory authorities, we would be able to, or would conclude ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 24090_2020.htm (CIK: 24090, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02164", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nAn investment in our securities involves certain risks relating to our structure and investment objective. The risks set forth below are not the only risks that we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may materially affect our business, our structure, our financial condition, our investments and/or operating results. If any of the following events occur, our business, financial condition and results of operations could be materially and adversely affected. In such case, the net asset value of our Units could decline. There can be no assurance that we will achieve our investment objective and you may lose all or part of your investment.\nCERTAIN GENERAL RISKS OF AN INVESTMENT IN OUR UNITS\nNo Assurance of Investment Return\nNone of us, the Investment Adviser or their respective affiliates can provide any assurance whatsoever that we will be successful in choosing, making and realizing investments in any particular portfolio company or portfolio companies. There is no assurance that we will be able to generate returns for our investors or that the returns will be commensurate with the risks of investing in the type of companies and transactions described herein. While we expect to make regular distributions of income, there can be no assurance that any unitholder will receive any distribution from us. Partial or complete sales, transfers or other dispositions of portfolio investments which may result in a return of capital or the realization of gains, if any, are generally not expected to occur for a number of years after an investment is made. Accordingly, an investment in us should only be considered by persons for whom a speculative, illiquid and long-term investment is an appropriate component of a larger investment program and who can afford a loss of their entire investment.\nPast performance of investment entities associated with New Mountain Capital and its affiliates is not necessarily indicative of future results. There can be no assurance that we will achieve comparable results or that our performance objectives will be achieved. In particular, we do not expect to replicate the historical performance of New Mountain Capital's investments, or those of our affiliates, including New Mountain Finance Corporation (\"NMFC\"). In addition, our investment strategies may differ from those of New Mountain Capital or its affiliates. We, as a BDC and as a RIC, are subject to certain regulatory restrictions that do not apply to New Mountain Capital or its affiliates.\nWe are generally not permitted to invest in any portfolio company in which New Mountain Capital or any of its affiliates currently have an investment or to make any co-investments with New Mountain Capital or its affiliates, except to the extent permitted by the 1940 Act, or pursuant to previously obtained exemptive orders. This may adversely affect the pace at which we make investments.\nRole of New Mountain Capital and its Professionals; No Dedicated Investment Team\nInvestors in us are placing their entire Capital Commitment in the exclusive discretion of, and are dependent upon the skill and experience of, New Mountain Capital and the Investment Adviser. Unitholders will be relying on the ability of the Investment Adviser to identify, structure and implement the investments to be made using the capital available to us. Unitholders have no rights or powers to take part in the management of us or make investment decisions and will not receive the amount of any portfolio company's financial information that is generally available to the Investment Adviser. The Investment Adviser, subject to the oversight of the Board, has sole and absolute discretion in identifying, structuring, negotiating and purchasing, financing and eventually divesting investments on behalf of us (subject to specified exceptions). The Investment Adviser may be unable to find a sufficient number of attractive o", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1781870_2020.htm (CIK: 1781870, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02165", "source": "edgar", "source_license": "public_domain", "text": "Item 7: Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nOVERVIEW\nThe following overview is a high-level discussion of our operating results, as well as some of the trends and drivers that affect our business. Management believes that an understanding of these trends and drivers provides important context for our results for the fiscal year ended March 31, 2020, as well as our future prospects. This summary is not intended to be exhaustive, nor is it intended to be a substitute for the detailed discussion and analysis provided elsewhere in this Form 10-K, including in the \u201cBusiness\u201d section and the \u201cRisk Factors\u201d above, the remainder of this \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations (\u201cMD&A\u201d)\u201d or the Consolidated Financial Statements and related Notes.\nAbout Electronic Arts\nElectronic Arts is a global leader in digital interactive entertainment. We develop, market, publish and deliver games, content and services that can be played and watched on game consoles, PCs, mobile phones and tablets. We believe that the breadth and depth of our portfolio, live services offerings, and our use of multiple business models and distribution channels provide us with strategic advantages. Our foundation is a collection of intellectual property from which we create innovative games and content that enables us to build on-going and meaningful relationships with a community of players, creators and viewers. Our portfolio includes brands that we either wholly own (such as Battlefield, The Sims, Apex Legends, Need for Speed and Plants v. Zombies) or license from others (such as FIFA, Madden NFL and Star Wars). We also offer our players high-quality experiences designed to provide value to players and extend and enhance gameplay. Our live services experiences include extra content, subscription offerings and other revenue generated outside of the sale of our base games. In addition, we are focused on reaching more players whenever and wherever they want to play. We believe that we can add value to our network by making it easier for players to connect to a world of play by offering choice of business model, distribution channel and device.\nFinancial Results\nOur key financial results for our fiscal year ended March 31, 2020 were as follows:\n\u2022Total net revenue was $5,537 million, up 12 percent year-over-year. On a constant currency basis, we estimate\ntotal net revenue would have been $5,610 million, up 13 percent year-over-year.\n\u2022Digital net revenue was $4,314 million, up 16 percent year-over-year.\n\u2022Gross margin was 75.3 percent, up 2 percentage points year-over-year.\n\u2022Operating expenses were $2,723 million, up 3 percent year-over-year. On a constant currency basis, we estimate that operating expenses would have been $2,754 million, up 5 percent year-over-year.\n\u2022Operating income was $1,445 million, up 45 percent year-over-year.\n\u2022Net income was $3,039 million, including a one-time net tax benefit of $1,760 million. Excluding the one-time tax benefit, net income would have been $1,279 million, up 26 percent year-over-year.\n\u2022Diluted earnings per share was $10.30, including a one-time net tax benefit of $5.97. Excluding the one-time tax benefit, diluted earnings per share would have been $4.33, up 30 percent year-over-year.\n\u2022Operating cash flow was $1,797 million, up 16 percent year-over-year.\n\u2022Total cash, cash equivalents and short-term investments were $5,735 million.\n\u2022We repurchased 12.3 million shares of our common stock for $1,207 million.\nFrom time to time, we make comparisons of current periods to prior periods with reference to constant currency. Constant currency comparisons are based on translating local currency amounts in the current period at actual foreign exchange rates from the prior comparable period. We evaluate our financial performance on a constant currency basis in order to facilitate period-to-period comparisons without regard to the impact of changing", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 712515_2020.htm (CIK: 712515, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02166", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11 - EXECUTIVE COMPENSATION\nThe information required by this item is set forth in the Corporation\u2019s Proxy Statement dated September 21, 2020 under the captions \u201cDirector Compensation,\u201d \u201cExecutive Compensation,\u201d \u201cDefined Contribution Plan,\u201d \u201cOutstanding Equity Awards at Fiscal Year-End,\u201d and \u201cSalary Continuation Program,\u201d and is incorporated herein by reference.\nITEM 12", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1006830_2020.htm (CIK: 1006830, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02167", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nMANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nThe following discussion and analysis should be read in conjunction with the condensed financial statements and other financial data included elsewhere in this report.\nCRITICAL ACCOUNTING POLICIES\nThe financial statements are prepared in accordance with Generally Accepted Accounting Principles in the United States of America (\u201cU.S. GAAP\u201d). The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Such estimates and assumptions also include the valuations of certain financial instruments, stock-based compensation, deferred tax assets, the outcome of litigation and tax matters, and other matters that affect the statements of financial condition and related disclosures. Actual results could differ materially from these estimates.\nWe believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our financial statements.\nInventory\nInventories, consisting principally of raw materials, work-in-process (including completed units under testing), finished goods and units placed on consignment, are carried at the lower of cost and net realizable value. Cost is determined using the first-in, first-out (FIFO) method. Raw materials consist of purchased parts, components and supplies. Work-in-process includes completed units undergoing final inspection and testing. We periodically review the value of items in inventory and record write-downs or write-offs based on its assessment of slow moving or obsolete inventory. We maintain a reserve for obsolete inventory and generally makes inventory value adjustments against the reserve.\nStock-Based Compensation\nWe rely on the guidance provided by ASC 718, (\u201cShare Based Payments\u201d). ASC 718 requires companies to expense the value of employee stock options and similar awards and applies to all outstanding and vested stock-based awards.\nIn computing the impact, the fair value of each option is estimated on the date of grant based on the Black-Scholes options-pricing model utilizing certain assumptions for a risk-free interest rate; volatility; and expected remaining lives of the awards. The assumptions used in calculating the fair value of share-based payment awards represent management\u2019s best estimates, but these estimates involve inherent uncertainties and the application of management judgment. As a result, if factors change and we use different assumptions, the Company\u2019s stock-based compensation expense could be materially different in the future. In addition, we are required to estimate the expected forfeiture rate and only recognize expense for those shares expected to vest. In estimating the Company\u2019s forfeiture rate, we analyzed its historical forfeiture rate, the remaining lives of unvested options, and the amount of vested options as a percentage of total options outstanding. If our actual forfeiture rate is materially different from its estimate, or if the Company reevaluates the forfeiture rate in the future, the stock-based compensation expense could be significantly different from what we have recorded in the current period. For the year ended June 30, 2020, the Board granted options to purchase 2,000,000 shares to a consultant and 98,188 shares to an employee, both with exercise prices of $.51 per share. For the year ended June 30, 2019, the Board granted options to purchase 2,400,000 shares to six consultants, all with exercise prices of $.20 per share. These options are being expensed pursuant to ASC 718.\nThe fair value concepts were not changed significantly in ", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: deferred tax, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02168", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures about Market Risk\nWe are exposed to market risk from fluctuations in foreign currency exchange rates, interest rates and credit risk. We use a variety of practices to manage these market risks, including derivative financial instruments when appropriate. Our treasury and risk management policies prohibit us from using derivative instruments for trading or speculative purposes. We also do not use leveraged derivative instruments or derivatives with complex features.\nExchange Rate Sensitivity\nAs we operate in over 30 countries with many international subsidiaries, we are exposed to currency fluctuations related to manufacturing and selling our products and services. This foreign currency risk is diversified and involves assets, liabilities and cash flows denominated in currencies other than the U.S. Dollar (USD).\nWe manage our foreign currency exchange risk in part through operational means, including managing same currency revenues versus same currency costs, as well as, same currency assets versus same currency liabilities. We also have subsidiaries with the same currency exposures which may offset each other, providing a natural hedge against one another\u2019s currency risk. When appropriate, we enter into derivative financial instruments, such as forward exchange contracts and cross currency interest rate swaps, to mitigate the impact of foreign exchange rate movements on our operating results. The counterparties are major financial institutions. Such forward exchange contracts would not subject us to additional risk from exchange rate because gains and losses on these contracts would offset losses and gains on the assets, liabilities, and transactions being hedged. In the second quarter of 2018, the Company entered into a cross currency swap with a total notional value of $150 million. The swap matures in May 2023. The fair value of this swap at December 31, 2020, was an asset of $0.4 million.\nAssets and liabilities of our international subsidiaries are translated to their parent company\u2019s reporting currency at current exchange rates during consolidation; gains and losses stemming from these translations are included as a component of Other Comprehensive Income and reported within Accumulated Comprehensive Income within our Consolidated Balance Sheets. Income and expenses of our international subsidiaries are translated at average exchange rates for the period and, when included within retained earnings in the balance sheet at current exchange rates, the differences to those average exchange rates are included within Other Comprehensive Income and reported within Accumulated Comprehensive Income. When our subsidiaries transact business in currencies other than their functional currency, those transactions are revalued in their functional currency and differences resulting from such revaluations are included within other non-operating income (deduction), net within our Consolidated Statement of Income.\nWe do not anticipate that near-term changes in exchange rates will have a material impact on our future earnings or cash flows. However, there can be no assurance that a sudden and significant change in the value of foreign currencies would not have a material adverse effect on our financial condition and results of operations.\nInterest Rate Sensitivity\nA portion of our long-term bank debt bears interest at variable rates (see Note 16 to the Consolidated Financial Statements) and our results of operations would be affected by interest rate changes to such bank debt outstanding. The Company utilizes interest rate swaps to limit exposure to market fluctuations on floating-rate debt. During the second quarter of 2016, the Company entered into a floating to fixed interest rate swap for an initial aggregate notional amount of $300 million. The fair value of this swap at December 31, 2020, was a liability of less than $0.1 million. In the second quarter of 2018, the Company entered into ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 891014_2020.htm (CIK: 891014, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02169", "source": "edgar", "source_license": "public_domain", "text": "Item 7.\nManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nThe following discussion and analysis of our financial condition and results of operations should be read together with the section titled \u201cSelected Financial Data\u201d and our audited financial statements and related notes which are included elsewhere in this Annual Report on Form 10-K. Our actual results could differ materially from those anticipated in the forward-looking statements included in this discussion as a result of certain factors, including, but not limited to, those discussed in \u201cRisk Factors\u201d included elsewhere in this Annual Report on Form 10-K.\nOverview\nSPS Commerce is a leading provider of cloud-based solutions that make it easier for retailers, suppliers, grocers, distributors, and logistics firms to orchestrate the management of item data, order fulfillment, inventory control and sales analytics across all channels. The solutions offered by SPS Commerce eliminate the need for on-premise software and support staff by taking on that capability on the customer\u2019s behalf. We derive the majority of our revenues from numerous monthly recurring subscriptions from businesses that utilize our solutions.\nWe plan to continue to grow our business by further penetrating the supply chain management market, increasing revenues from our customers as their businesses grow, expanding our distribution channels, expanding our international presence and, from time to time, developing new solutions and applications. We also intend to selectively pursue acquisitions that will add customers, allow us to expand into new regions or allow us to offer new functionalities. On December 16, 2020, we acquired D Masons Software, LLC (Data Masons), a leading provider of EDI System Automation solutions for the Microsoft Dynamics market. Due to the date of acquisition being near year-end, the acquisition did not have a material impact on operating results.\nFor the years ended December 31, 2020, 2019, and 2018, we generated revenues of $312.6 million, $279.1 million and $248.2 million, respectively. Our quarter ended December 31, 2020 represented our 80th consecutive quarter of increased revenues. Recurring revenues from recurring revenue customers accounted for 94%, 94%, and 93% of our total revenues for the years ended December 31, 2020, 2019, and 2018, respectively. Our revenues are not concentrated with any customer, as our largest customer represented less than 1% of total revenues for the years ended December 31, 2020, 2019, and 2018.\nImpact of COVID-19\nAlthough the global emergence of COVID-19 did not have a material adverse effect on our business, operating results, and overall financial performance for the year ended December 31, 2020, the future impact remains uncertain and depends on several factors, including, but not limited to, the pandemic\u2019s duration and continued spread, impact on our customers, impact on our partners or employees, and impact on the economic environment and financial markets, all of which are uncertain and cannot be predicted. We have seen shifts in consumer and retailer behavior during the pandemic. We believe these shifts have not had a material positive or negative impact on our business as they appear to have increased the demand for EDI services in certain customer segments and decreased it in others. We will continue to actively monitor the situation and may take further actions that alter our business operations, as may be required by federal, state, or local authorities, or that we determine are in the best interests of our employees, customers, partners, and shareholders.\nKey Financial Terms and Metrics\nSources of Revenues\nFulfillment. Our Fulfillment solution provides fulfillment automation and replaces or augments an organization\u2019s existing trading partner electronic communication infrastructure, enabling suppliers to have visibility into the journey of an order and comply with retailers\u2019 rule books and enabling", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1092699_2020.htm (CIK: 1092699, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02170", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nMarket Risk\nThe market risk inherent in our financial instruments represents the potential loss in fair value, earnings or cash flows, arising from adverse changes in foreign currency exchange rates or interest rates. The Company manages these exposures through operating and financing activities and, when appropriate, through the use of derivative financial instruments. The use of derivative financial instruments is in accordance with the Company's risk management policies, and we do not enter into derivative transactions for speculative or trading purposes.\nThe quantitative disclosures in the following discussion are based on quoted market prices obtained through independent pricing sources for the same or similar types of financial instruments, taking into consideration the underlying terms and maturities and theoretical pricing models. These quantitative disclosures do not represent the maximum possible loss or any expected loss that may occur, since actual results may differ from those estimates.\nForeign Currency Exchange Rate Risk\nForeign currency exposures arise from transactions, including firm commitments and anticipated contracts, denominated in a currency other than the entity\u2019s functional currency, and from foreign-denominated revenues and expenses translated into U.S. dollars. The majority of the Company's purchases and sales involving international parties, excluding international consumer sales, are denominated in U.S. dollars and, therefore, our foreign currency exchange risk is limited. The Company is exposed to risk from foreign currency exchange rate fluctuations resulting from its operating subsidiaries\u2019 transactions denominated in foreign currencies. To mitigate such risk, certain subsidiaries enter into forward currency contracts. As of June 27, 2020 and June 29, 2019, forward currency contracts designated as cash flow hedges with a notional amount of $586.2 million and $398.4 million, respectively, were outstanding. As a result of the use of derivative instruments, we are exposed to the risk that counterparties to the derivative instruments will fail to meet their contractual obligations. To mitigate the counterparty credit risk, we only enter into derivative contracts with carefully selected financial institutions. The Company also reviews the creditworthiness of our counterparties on a regular basis. As a result of the above considerations, we do not believe that we are exposed to any undue concentration of counterparty credit risk associated with our derivative contracts as of June 27, 2020.\nThe Company is also exposed to transaction risk from foreign currency exchange rate fluctuations with respect to various cross-currency intercompany loans. This primarily includes exposure to exchange rate fluctuations in the Chinese Renminbi, the British Pound Sterling and the Euro. To manage the exchange rate risk related to these loans, the Company enters into forward currency contracts. As of June 27, 2020 and June 29, 2019, the total notional values of outstanding forward foreign currency contracts related to these loans were $76.9 million and $14.5 million, respectively.\nThe fair value of outstanding forward currency contracts included in current assets at June 27, 2020 and June 29, 2019 was $2.9 million and $1.1 million, respectively. The fair value of outstanding foreign currency contracts included in current liabilities at June 27, 2020 and June 29, 2019 was $1.7 million and $4.9 million, respectively. The fair value of these contracts is sensitive to changes in foreign currency exchange rates. A sensitivity analysis of the effects of foreign exchange rate fluctuations on the fair values of our derivative contracts was performed to assess the risk of loss. As of June 27, 2020, a 10% devaluation of the U.S. Dollar against the exchange rates for foreign currencies under contract would result in an immaterial impact on derivative contract fai", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1116132_2020.htm (CIK: 1116132, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02171", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nWe did not pay any compensation for 2019 to our Chief Executive Officer, President and Treasurer, who was our sole executive officer during 2019. In 2020, we did not pay any compensation with the exception of a stock award to our Chief Executive Officer, President and Treasurer, who was our sole executive officer during 2020.\nThere are no Employment Agreements.\nBase Salary\nJohn R. McKowen was did not receive a salary or bonus for either year, 2019 or 2020.\nIncentive Compensation\nThe Company does not have any established policy with regard to equity incentive bonuses for our executive officers. The board of directors may decide to pay equity incentive bonuses to compensate executive officers for the achievement of specific business objectives, profitability, and individual performance and objectives established by the board or its compensation committee.\nEquity Plans\nThe Company does not currently have any adopted Equity Plans.\nDirector Compensation\nThe Company does not have any established policy with regard to cash or equity-based compensation of non-employee members of the board.\nSummary Compensation Table\nThe following table sets forth information regarding all forms of compensation received by McKowen and Lowe during the years ended December 31, 2020 and December 31, 2019:\nNotes:\n(1) The Company granted John McKowen 88,107,690 common shares of which 58,738,460 are subject to claw back. 29,369,230 shares will be released from claw back if the \u201cWarrant Performance Metric\u201d is satisfied. 29,369,230 additional shares will be released from claw back if, prior to December 31, 2022, the Company completes a \u201csale lease back\u201d of a solar powered property and receives gross proceed of a least $6,000,000 from the sale.\n(2) The Company granted Louise Lowe 3,019,455 common shares of which 2,012,970 are subject to claw back. 1,006,485 shares will be released from claw back if the \u201cWarrant Performance Metric\u201d is satisfied. 1,006,485 additional shares will be released from claw back if, prior to December 31, 2022, the Company completes a \u201csale lease back\u201d of a solar powered property and receives gross proceed of a least $6,000,000 from the sale. On February 5, 2021, Ms. Lowe resigned her position as a board member and the Company\u2019s Secretary. No replacement has yet to be appointed/elected.\nDirectors McKowen and Lowe did not receive any additional compensation, except as noted above, for their Board service.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1280396_2020.htm (CIK: 1280396, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02172", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nRISK MANAGEMENT\nFor a discussion of additional risks arising from our operations, including vehicle liability, general liability and property damage insurable risks, see \u201cItem 1 - Business-Risk Management\u201d in this 2020 Annual Report.\nMARKET RISKS\nWe are exposed to a variety of market risks, including the effects of changes in interest rates (including credit spreads), foreign currency exchange rates and fluctuations in fuel prices. We manage our exposure to these market risks through our regular operating and financing activities and, when deemed appropriate, through the use of derivative financial instruments. Derivative financial instruments are viewed as risk management tools and have not been used for speculative or trading purposes. In addition, derivative financial instruments are entered into with a diversified group of major financial institutions in order to manage our exposure to counterparty nonperformance on such instruments.\nAs a result of our declining credit profile from the impact from COVID-19, we are no longer able to enter into certain derivative financial instruments or renew existing derivative financial instruments in order to mitigate market risks arising from the effects of changes in foreign currency exchange rates and interest rates (including credit spreads).\nInterest Rate Risk\nWe were party to various interest rate caps (the \"Interest Rate Caps\") and an interest rate swap which have been unwound or terminated. The Interest Rate Caps were used to mitigate the cost at inception of purchased caps (the \"Purchased Caps\") on our variable rate HVF II U.S. ABS program debt. The Purchased Caps remain in place and provide protection against increases in rates on our variable rate HVF II U.S. ABS debt. As a result of terminating the Interest Rate Caps, we are no longer exposed to their associated market risk.\nWe were also party to an interest rate swap to receive fixed-pay floating rates (the \"Interest Rate Swap\") to better match the mix of fixed and floating rate on our Donlen U.S. ABS program debt to the mix of fixed and floating rate assets (i.e. vehicle leases in our All Other Operations segment). The termination of the Interest Rate Swap may result in decreased earnings from variable rate leases in a declining rate environment, and as such, variable rate vehicle leases are now supported by a fixed rate cost of debt.\nForeign Currency Exchange Rate Risk\nWe have exposure to foreign currency exchange rate fluctuations worldwide and primarily with respect to the Euro, Canadian dollar, Australian dollar and British pound. As noted above, we are no longer able to enter into certain derivative financial instruments or renew existing derivative financial instruments. As a result, we have exposure to foreign currency exchange rate fluctuations on cross currency obligations, primarily intercompany loans. Assuming a hypothetical change of one percentage point to the foreign currency exchange rates on our intercompany loan balance as of December 31, 2020, our pre-tax operating results would increase (decrease) by approximately $4 million. Additionally, each one percentage point change in foreign currency movements is estimated to impact our Adjusted Corporate EBITDA by an estimated $1 million over a twelve-month period.\nFuel Risks\nWe purchase unleaded gasoline and diesel fuel at prevailing market rates. We are subject to price exposure related to the fluctuations in the price of fuel. We anticipate that fuel risk will remain a market risk for the foreseeable future. We have determined that a 10% hypothetical change in the price of fuel will not have a material impact on our operating results.\nHERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES\nTHE HERTZ CORPORATION AND SUBSIDIARIES\n(DEBTORS-IN-POSSESSION)\nITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK (Continued)\nInflation\nThe increased cost of vehicles is the primary inflationary factor", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 47129_2020.htm (CIK: 47129, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02173", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nThis Management's Discussion and Analysis of Financial Condition and Results of Operations (\"MD&A\") is intended to provide a reader of our financial statements with a narrative from the perspective of management on our financial condition and results of operations, liquidity and certain other factors that may affect our future results. Our MD&A is presented in the following sections:\n\u2022Overview\n\u2022Business Strategy\n\u2022Fiscal 2020 Highlights\n\u2022Fiscal 2021 Outlook\n\u2022Operating Metrics\n\u2022Results of Operations\n\u2022Liquidity and Capital Resources\n\u2022Off-Balance Sheet Financing Arrangements\n\u2022Contractual Obligations\n\u2022Critical Accounting Policies and Estimates\n\u2022Recent Accounting Pronouncements\nOur MD&A should be read in conjunction with the accompanying audited financial statements and notes to those financial statements and the Cautionary Statement regarding forward-looking statements found in Part I, Item 1A of this Annual Report on Form 10-K.\nOverview\nCHS Inc. is a diversified company that provides grain, food, agronomy and energy resources to businesses and consumers on a global scale. As a cooperative, we are owned by farmers, ranchers and member cooperatives across the United States. We also have preferred shareholders who own our five series of preferred stock, all of which are listed and traded on the Global Select Market of The Nasdaq Stock Market LLC (\"The Nasdaq\"). We operate in the following three reportable segments:\n\u2022Energy. Produces and provides primarily for the wholesale distribution and transportation of petroleum products.\n\u2022Ag. Purchases and further processes or resells grains and oilseeds originated by our country operations business, by our member cooperatives and by third parties; also serves as a wholesaler and retailer of agronomy products.\n\u2022Nitrogen Production. Consists solely of our equity method investment in CF Industries Nitrogen, LLC (\"CF Nitrogen\"), and produces and distributes nitrogen fertilizer.\nIn addition, our financing and hedging businesses, along with our nonconsolidated wheat milling and food production and distribution joint ventures, have been aggregated within Corporate and Other.\nThe consolidated financial statements include the accounts of CHS and all subsidiaries and limited liability companies in which we have a controlling interest. The effects of all significant intercompany transactions have been eliminated.\nCorporate administrative expenses and interest are allocated to each reporting segment, along with Corporate and Other, based on direct use of services, such as information technology and legal, and other factors or considerations relevant to the costs incurred.\nManagement's Focus. When evaluating our operating performance, management focuses on gross profit and income before income taxes (\"IBIT\"). As a company that operates heavily in global commodities, there is significant unpredictability and volatility in pricing, costs and global trade volumes. Consequently, we focus on managing the margin we can earn and the resulting IBIT. Management also focuses on ensuring balance sheet strength through appropriate management of financial liquidity, leverage, capital allocation and cash flow optimization.\nSeasonality. Many of our business activities are highly seasonal and our operating results vary throughout the year. Our revenues generally trend lower during the second and fourth fiscal quarters and higher during the first and third fiscal quarters; however, our IBIT does not necessarily follow the same trend due to weather and other events that can impact profitability. For example, in our Ag segment, our country operations business generally experiences higher volumes and income during the fall harvest and spring planting seasons, which generally correspond to our first and third fiscal quarters,\nrespectively. Additionally, our agronomy business generally experiences higher volumes and income during the s", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02174", "source": "edgar", "source_license": "public_domain", "text": "Item 11. EXECUTIVE COMPENSATION\nThe information required by this item is incorporated by reference from the applicable information set forth in \u201cExecutive Compensation,\u201d and \u201cDirector Compensation\u201d and \u201cCorporate Governance\u201d which will be included in our definitive Proxy Statement.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1787306_2020.htm (CIK: 1787306, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02175", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial and Other Data.\nAs a \"smaller reporting company\" as defined by Item 10 of Regulation S-K, we are not required to provide this information.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1419041_2020.htm (CIK: 1419041, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02176", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors.\nCareful consideration should be given to the following risk factors, in addition to the other information set forth in this Annual Report on Form 10-K, including the section of this Annual Report on Form 10-K titled \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d and our consolidated financial statements and related notes, and in other documents that we file with the SEC, in evaluating our company and our business. Investing in our securities involves a high degree of risk. If any of the events described in the following risk factors and the risks described elsewhere in this Annual Report on Form 10-K actually occurs, our business, financial condition, results of operations and future growth prospects could be materially and adversely affected, and the trading price of our securities could decline. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of factors that are described below and elsewhere in this Annual Report on Form 10-K.\nRisks Related to the COVID-19 Pandemic\nThe outbreak of the novel strain of coronavirus, SARS-CoV-2, which causes COVID-19, could adversely impact our business, including our preclinical studies and clinical trials.\nPublic health crises such as pandemics or similar outbreaks could adversely impact our business. In December 2019, a novel strain of coronavirus, SARS-CoV-2, which causes coronavirus disease 2019 (COVID-19), surfaced in Wuhan, China. Since then, COVID-19 has spread globally. In response to the spread of COVID-19, we have closed our offices with our administrative employees continuing their work outside of our offices and restricted on-site staff to only those required to execute their job responsibilities.\nAs a result of the COVID-19 outbreak, or similar pandemics, we have experienced, and may in the future experience, certain disruptions that could materially impact our business, preclinical studies and clinical trials. Such disruptions may include:\n\u2022\ndelays or difficulties in enrolling patients in our clinical trials;\n\u2022\ndelays or difficulties in clinical site initiation, including difficulties in recruiting clinical site investigators and clinical site staff;\n\u2022\ndelays or disruptions in preclinical studies or clinical trials due to unforeseen circumstances at contract research organizations and vendors along their supply chain;\n\u2022\nincreased rates of patients withdrawing from our clinical trials following enrollment as a result of contracting COVID-19, being forced to quarantine, or not being willing to travel to clinical trial sites;\n\u2022\ndiversion of healthcare resources away from the conduct of clinical trials, including the diversion of hospitals serving as our clinical trial sites and hospital staff supporting the conduct of our clinical trials;\n\u2022\ninterruption of key clinical trial activities, such as clinical trial site data monitoring and data collection, due to limitations on travel imposed or recommended by federal or state governments, employers and others or interruption of clinical trial subject visits and study procedures (particularly any procedures that may be deemed non-essential), which may impact the integrity of subject data and clinical study endpoints;\n\u2022\ninterruption or delays in the operations of the FDA and comparable foreign regulatory agencies, which may impact approval timelines and other agency interactions;\n\u2022\ninterruption of, or delays in receiving, supplies of our product candidates from our contract manufacturing organizations due to staffing shortages, production slowdowns or stoppages and disruptions in delivery systems; and\n\u2022\nlimitations on employee resources that would otherwise be focused on the conduct of our preclinical studies and clinical trials, including because of sickness of employees or their families, the desire of employees to avoid contact with large groups of people, continued reliance on working from home or mass transit ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1701108_2020.htm (CIK: 1701108, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02177", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6 - SELECTED FINANCIAL DATA\nThe following table presents our selected historical consolidated and combined financial data. The following information should be read in conjunction with, and is qualified by reference to, our \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations,\u201d and our audited Consolidated Financial Statements, as well as the other financial information included elsewhere herein.\nThe consolidated balance sheet data at December 31, 2020 and 2019 and the consolidated statement of operations data for the year ended December 31, 2020 and for the Successor period July 2, 2019 through December 31, 2019, the Predecessor period January 1, 2019 through July 1, 2019 and the year ended December 31, 2018 have been derived from our audited Consolidated Financial Statements included elsewhere herein. The consolidated balance sheet data at December 31, 2018, 2017 and 2016 and the consolidated statement of operations data for the years ended December 31, 2017 and 2016 have been derived from audited consolidated financial statements not included herein.\n(1)ASC 606 Revenue from Contracts with Customers and ASC 842 Leases, were effective for the year ending December 31, 2018 and the year ended December 31, 2019, respectively.\n(2)\u201cCost of sales\u201d, \u201cSelling, general and administrative expense\u201d and \u201cOther non-operating income, net\u201d have been adjusted for all periods presented to reflect the adoption of Accounting Standards Board Update No. 2017-07 (\u201cASU 2017-07\u201d), which reclassified certain components of net periodic pension and postretirement benefit costs from \u201cCost of sales\u201d and \u201cSelling, general and administrative expense\u201d to \u201cOther non-operating income, net\u201d within our Consolidated Statements of Operations.\n(3)As a result of the application of fresh start accounting upon the Company\u2019s emergence from Chapter 11, the Company elected to change its income statement presentation for depreciation and amortization expense. All depreciation and amortization expense has been reclassified from \u201cCost of sales\u201d and \u201cSelling, general and administrative expense\u201d to \u201cDepreciation and amortization\u201d for all periods presented. In addition, the Company will no longer present \u201cGross profit\u201d as a subtotal caption.\nHexion Inc. | 34 | 2020 Form 10-K\n(4)Depreciation and amortization for the years ended December 31, 2020, 2018, 2017 and 2016 include accelerated depreciation of $2, $4, $14, and $129 respectively, related to facility rationalizations. There was no accelerated depreciation for the year ended December 31, 2019.\n(5)\u201cInvesting activities\u201d within our Consolidated Statement of Cash Flows has been adjusted for all periods presented to reflect the adoption of Accounting Standards Board Update No. 2016-18 (\u201cASU 2016-18\u201d), which removed the change in restricted cash from \u201cInvesting activities\u201d in the Consolidated Statement of Cash Flows.\n(6)Total debt represents the sum of \u201cDebt payable within one year\u201d and \u201cLong-term debt\u201d on the Consolidated Balance Sheets. See Note 12 in Item 8 of Part II of this Annual Report on Form 10-K.\nHexion Inc. | 35 | 2020 Form 10-K\nITEM 7", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 13239_2020.htm (CIK: 13239, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02178", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. RISK FACTORS\nAs a smaller reporting company, we are not required to provide disclosure pursuant to this Item.\nItem 1B.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1489874_2020.htm (CIK: 1489874, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02179", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS:\nYou should read the following discussion and analysis together with our consolidated financial statements and notes thereto included in this Annual Report on Form 10-K. The following information contains forward-looking statements, which are subject to risks and uncertainties. Should one or more of these risks or uncertainties materialize, actual results may differ materially from those expressed or implied by the forward-looking statements. Please see \u201cSpecial Note Regarding Forward-Looking Statements\u201d above for a description of these risks and uncertainties. Dollar amounts are presented in whole numbers, except per share data and where indicated in millions.\nOverview\nLightstone Real Estate Income Trust Inc. (\u2019\u2018Lightstone Income Trust\u2019\u2019), is a Maryland corporation, formed on September 9, 2014, which elected to qualify as a real estate investment trust (\u201cREIT\u201d) for U.S. federal income tax purposes beginning with the taxable year ending December 31, 2016.\nLightstone Income Trust, together with its subsidiaries is collectively referred to as the \u201cCompany\u201d and the use of \u201cwe,\u201d \u201cour,\u201d \u201cus\u201d or similar pronouns refers to Lightstone Income Trust or the Company as required by the context in which any such pronoun is used.\nWe currently have one operating segment. As of December 31, 2020, we wholly owned and consolidated the operating results of one development project, the Williamsburg Moxy Hotel and held an unconsolidated approximate 33.3% membership interest in 40 East End Ave. Pref Member LLC (the \u201c40 East End Ave. Joint Venture\u201d). We account for our unconsolidated membership interest in the 40 East End Ave. Joint Venture in accordance with the equity method of accounting.\nOn July 17, 2019 we acquired four adjacent parcels of land located at 353-361 Bedford Avenue in Brooklyn, New York on which we are developing and constructing the Williamsburg Moxy Hotel, a 210-room branded hotel. As of December 31, 2020, the Williamsburg Moxy Hotel, which we wholly own and consolidate, was under development.\nWith respect to our unconsolidated property as of December 31, 2020, we held an approximate 33.3% membership interest in the 40 East End Ave. Joint Venture, an affiliated real estate entity which owns the 40 East End Project, a substantially complete luxury residential development project consisting of 29 condominium units on a parcel of land located at the corner of 81st Street and East End Avenue in the Upper East Side neighborhood of New York City.\nWe have and will continue to seek to originate, acquire and manage a diverse portfolio of real estate and/or real estate-related investments, including investments in mezzanine loans, first lien mortgage loans, second lien mortgage loans, bridge loans and/or preferred equity interests, with a focus on development investments and investments intended to finance development or redevelopment opportunities. We may also invest in debt and derivative securities related to real estate assets. A substantial portion of our investments may be secured by or related to properties or entities advised by, or wholly or partially, directly or indirectly owned by, the Sponsor, its affiliates or its other sponsored real estate investment programs.\nWe do not have employees. We entered into an advisory agreement with Lightstone Real Estate Income LLC, a Delaware limited liability company, which we refer to as the \u201cAdvisor,\u201d pursuant to which the Advisor supervises and manages our day-to-day operations and selects our real estate and real estate related investments, subject to oversight by our Board of Directors. We pay the Advisor fees for services related to the investment and management of our assets, and we reimburse the Advisor for certain expenses incurred on our behalf.\nOn March 18, 2016, we and the Sponsor entered into a subordinated unsecured loan agreement (the \u201cSubordinated Agreement\u201d) pursuant to which the Spon", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02180", "source": "edgar", "source_license": "public_domain", "text": "Item 6.\nSELECTED FINANCIAL DATA\nItem 6.\nSELECTED FINANCIAL DATA (continued)\n(1)\nConsistent with our consolidated financial statements, information has been presented on a continuing operations basis. Accordingly, all discontinued operations have been excluded.\n(2)\nFiscal year 2020 consisted of 53 weeks, while all other fiscal years consisted of 52 weeks.\n(3)\nFiscal year 2020 includes approximately 95,000 employees on furlough due to the COVID-19 pandemic.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 940944_2020.htm (CIK: 940944, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02181", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data.\nWe are a \u201csmaller reporting company\u201d as defined by Regulation S-K and as such, are not required to provide the information contained in this item pursuant to Regulation S-K.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1174891_2020.htm (CIK: 1174891, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02182", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nThe financial statements of the Company required by Article 8 of Regulation S-X are attached to this report, beginning at page.\nITEM 9:", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1416090_2020.htm (CIK: 1416090, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02183", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nYou should read the following discussion and analysis of our financial condition and results of our operations together with our consolidated financial statements and the notes thereto appearing elsewhere in this document. This discussion contains forward-looking statements reflecting our current expectations, whose actual outcomes involve risks and uncertainties. Actual results and the timing of events may differ materially from those stated in or implied by these forward-looking statements due to a number of factors, including those discussed in the sections entitled \u201cRisk Factors,\u201d \"Cautionary Statement regarding Forward-Looking Statements\" and elsewhere in this Prospectus. Please see the notes to our Financial Statements for information about our Significant Accounting Policies and Recent Accounting Pronouncements.\nForward Looking Statements\nThis annually report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as \u201cmay\u201d, \u201cshould\u201d, \u201cexpects\u201d, \u201cplans\u201d, \u201canticipates\u201d, \u201cbelieves\u201d, \u201cestimates\u201d, \u201cpredicts\u201d, \u201cpotential\u201d or \u201ccontinue\u201d or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry\u2019s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.\nOur unaudited financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this annually report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this annually report.\nIn this annually report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to \u201ccommon shares\u201d refer to the common shares in our capital stock.\nAs used in this annually report and unless otherwise indicated, the terms \u201cwe\u201d, \u201cus\u201d, \u201cour\u201d, \"JUPW\" and the \u201cCompany\u201d mean Jupiter Wellness, Inc.\nCompany Overview\nWe were originally incorporated in the State of Delaware on October 24, 2018. Our principal business address is 725 N. Hwy A1A, Suite C-106, Jupiter, FL 33477.\nJupiter Wellness, Inc. is a cutting-edge developer of cannabidiol (CBD) based medical therapeutics and wellness products. The Company\u2019s clinical pipeline of prescription CBD-enhanced skin care therapeutics address indications including eczema, burns, herpes cold sores, and skin cancer. We are in the early stage of manufacturing, distributing, and marketing a diverse line of consumer products infused with CBD. We have a proprietary, line of products: CaniSun, CaniSkin and CaniDermRX. Under the CaniSun brand, we are marketing patent pending CBD-infused sun care lotion formulas containing various sun protection factors, or SPFs. In addition, we are exploring the use of CBD with other pr", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1760903_2020.htm (CIK: 1760903, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02184", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation.\nThe following table sets forth information with respect to the compensation of our principal executive officers and the other most highly compensated executive officer other than our principal executive officers for the Company\u2019s last two completed fiscal years:\n(1)\nEmployer contribution to 401(k) plan.\nDirector and Officer Outstanding Equity Awards at Fiscal Year-End\nWe had no outstanding equity awards to directors or officers at December 31, 2020. We do not currently have any equity incentive plans established and, as a result, none of our officers or directors is a party to any equity incentive plan with the Company.\nDirector Compensation\nIn July 2018, our Board of Directors adopted a policy whereby directors that are not directly employed by us or any of our wholly-owned subsidiaries shall each receive compensation at the rate of $10,000 per year, payable quarterly in advance on the first day of each calendar quarter. Directors that are directly employed by us or by any of our wholly-owned subsidiaries shall not receive such compensation. All of our directors are also reimbursed for their reasonable travel and other expenses incurred in attending Board and committee meetings. The following table sets forth information with respect to the compensation of our directors, excluding Messrs. Peterson and Rozek who are included in the officer\u2019s table above, for the Company\u2019s last completed fiscal year:\nThe Board of Directors also provided that these guidelines may be modified by the Compensation Committee of the Board of Directors.\nEach of Messrs. Rozek and Peterson receive compensation as officers of our Company, and we reimburse all of our directors for reasonable travel and other expenses incurred in attending Board and committee meetings.\nCompensation Committee Interlocks and Insider Participation\nOur Compensation Committee members currently are Frank H. Kenan II, Bradford B. Briner and Jeffrey C. Royal, and none of the Compensation Committee members was, during the fiscal year, an officer or employee of the Company, or was formerly an officer of the Company. Except as described below, none of our executive officers serve as a member of the board of directors or compensation committee, or other committee serving an equivalent function, of any other entity that has one or more of its executive officers serving as a member of our Board or Compensation Committee. Entities controlled by Mr. Keating serve as the Manager of Logic and 24th Street Holding Company, LLC. None of the current members of the Compensation Committee of our Board has ever been an employee of the Company.\nEmployment Contracts, Termination of Employment and Change in Control Arrangements\nRozek and Peterson Employment Agreements. On August 1, 2015, we entered into employment agreements with each of Alex B. Rozek and Adam K. Peterson. Mr. Rozek and Mr. Peterson each serve as a Co-Chief Executive Officer and as a Co-President. Each of the employment agreements has a one-year term, with automatic successive one-year renewal terms unless we or the executive decline to renew the agreement. Each of the employment agreements provides for a base salary at federal minimum wage per year through December 31, 2015, and an annualized base salary of $275,000 thereafter. However, each of these agreements was amended to delay an increase in the base salary from federal minimum wage until such time as approved by the Compensation Committee. On January 2, 2019, the Compensation Committee approved compensating Mr. Rozek at the base salary of $275,000 per year. On December 27, 2019, the Compensation Committee approved compensating Mr. Peterson at the base salary of $275,000 per year, effective January 1, 2020. On February 3, 2020, the Compensation Committee approved increases to the base salaries of Mr. Rozek and Mr. Peterson from $275,000 to $286,000, effective retroactively to January 1, 2020 and on March 25, 2021 increased the base salaries for ", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1494582_2020.htm (CIK: 1494582, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02185", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8.\nFINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.\nOur financial statements are contained in pages through, which appear at the end of this annual report.\nITEM 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 806592_2020.htm (CIK: 806592, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02186", "source": "edgar", "source_license": "public_domain", "text": "Item 6: Selected Financial Data\nGlobe Net is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this item.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1511820_2020.htm (CIK: 1511820, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02187", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nGENERAL\nManagement\u2019s discussion and analysis is intended to assist in understanding the financial condition and results of operations of the Company. The information in this section should be read in conjunction with the Consolidated Financial Statements and accompanying Notes contained in this Form 10-K.\nEXECUTIVE SUMMARY\nThe Company is focused on providing core banking products and services, including customized and innovative banking and lending solutions, designed to cater to the unique needs of its diverse communities, businesses and entrepreneurs through over 50 locations throughout Maine, New Hampshire and Vermont. Through over 500 dedicated professionals, the Company is committed to servicing and building enduring relationships by providing a higher standard of banking. The Company offers a variety of financial products and services designed around our target clients in order to serve all of their banking and financial needs. The Company continues to focus on three main initiatives designed to improve its franchise and profitability on an ongoing basis: attracting noninterest-bearing deposits and reducing our cost of deposits, optimizing the balance sheet to focus on higher-margin products while managing credit risk, and appropriately managing down expenses to the size and complexity of the business. Through these efforts, the Company continues to transform its franchise into a relationship-focused business bank within its footprint.\nFinancial Highlights\nBar Harbor Bankshares recorded 2020 net income of $33 million, or $2.18 per diluted share, compared to $23 million, or $1.45 per diluted share, in 2019. Adjusted income (non-GAAP measure) in 2020 was $35 million, or $2.26 per diluted share, and $30 million, or $1.91 per diluted share, for the same period of 2019. Non-recurring expenses in 2020 included swap termination costs and profitability initiative costs while 2019 included acquisition, conversion and balance sheet optimization costs.\nNon-interest income reached record levels in 2020 driven by mortgage banking income, gains on sold securities and other fee income. The Company sold fixed rate residential mortgage production in the secondary market in lieu of taking interest rate and credit risk on the balance sheet, producing $7 million in fee revenue. The Company also took advantage of unrealized gains in the securities portfolio by selling certain investments for a net gain of $5 million. Customer service fees increased 12% on an expanded customer base from the prior year acquisition and a significant number of organic accounts opened throughout 2020. Additionally, the Company\u2019s continued focus on commercial customers generated higher derivative and treasury income in 2020, and produced cross-sell opportunities within the retail and wealth management lines.\nWealth management remains a significant contributor to fee income in 2020; increasing 11% and serving as a foundation for deepening customer relationships with $2.3 billion in assets under management. During the year the Company consolidated leadership and combined operations onto a common platform in its wealth management business. This consolidation allowed for unified policies under one environment driven by best practices.\nIn 2020, the Company maintained its earning assets through commercial loan growth of $212 million or 17% through its strategy to grow variable rate loans. Non-maturity deposits grew $445 million or 25% through new accounts and the impacts of government stimulus. Excess liquidity generated from deposits was used to further delever the Company\u2019s balance sheet by reducing wholesale funding $520 million or 49%. The reduction in wholesale funding consisted of repayments of $195 million in senior borrowings and maturities of $325 million in brokered deposits. These collective actions reduced the Company\u2019s overall loan to deposit ratio to 88% at year-e", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 743367_2020.htm (CIK: 743367, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02188", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures about Market Risk\nWe are exposed to certain market risks in the ordinary course of our business. Our market risk exposure is primarily the result of fluctuations in foreign currency exchange and interest rates.\nInterest Rate Risk\nWe had cash, cash equivalents, and marketable securities of $214.6 million, as of December 31, 2020, which consisted of bank deposits, money market funds, corporate notes and bonds, commercial paper, U.S. Treasury securities, and asset-backed securities. The cash and cash equivalents are held for working capital purposes. Such interest-earning instruments carry a degree of interest rate risk. To date, fluctuations in interest income have not been significant. The primary objective of our investment activities is to preserve principal while generating income without significantly increasing risk. We do not enter into investments for trading or speculative purposes and have not used any derivative financial instruments to manage our interest rate risk exposure. Due to the short-term nature of our investments, we have not been exposed to, nor do we anticipate being exposed to, material risks due to changes in interest rates. A hypothetical 10% change in interest rates during the period presented would not have had a material impact on our consolidated financial statements.\nCurrency Exchange Risks\nThe functional currency of our foreign subsidiaries is the U.S. dollar. Therefore, we are exposed to foreign exchange rate fluctuations as we convert the financial statements of our foreign subsidiaries into U.S. dollars. The local currencies of our foreign subsidiaries are the British pound and Japanese Yen. Our subsidiaries remeasure monetary assets and liabilities at period-end exchange rates, while non-monetary items are remeasured at historical rates. Revenue and expense accounts are remeasured at the average exchange rate in effect during the period. If there is a change in foreign currency exchange rates, the conversion of our foreign subsidiaries\u2019 financial statements into U.S. dollars would result in a realized gain or loss which is recorded in our consolidated statements of operations. We do not currently engage in any hedging activity to reduce our potential exposure to currency fluctuations, although we may choose to do so in the future. A hypothetical 10% change in foreign exchange rates during the period presented would not have had a material impact on our consolidated financial statements.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1517413_2020.htm (CIK: 1517413, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02189", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nThis section generally discusses 2020 and 2019 items and year-to-year comparisons between 2020 and 2019. Discussions of 2018 items and year-to-year comparisons between 2019 and 2018 that are not included in this Form 10-K can be found in \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 filed with the Securities and Exchange Commission on February 10, 2020.\nForward-Looking Statements\nCertain statements in this section or elsewhere in this report may be deemed \u201cforward-looking statements\u201d. See \u201cItem 1A. Risk Factors\u201d in this report for important information regarding these forward-looking statements and certain risk and uncertainties that may affect us. The following discussion should be read in conjunction with the consolidated financial statements and notes thereto appearing in \u201cItem 8. Financial Statements and Supplementary Data\u201d of this report.\nOverview\nWe are an equity real estate investment trust (\"REIT\") specializing in the ownership, management, and redevelopment of high quality retail and mixed-use properties located primarily in densely populated and affluent communities in strategically selected metropolitan markets in the Northeast and Mid-Atlantic regions of the United States, California, and South Florida. As of December 31, 2020, we owned or had a majority interest in community and neighborhood shopping centers and mixed-use properties which are operated as 101 predominantly retail real estate projects comprising approximately 23.4 million square feet. In total, the real estate projects were 92.2% leased and 90.2% occupied at December 31, 2020. We have paid quarterly dividends to our shareholders continuously since our founding in 1962 and have increased our dividends per common share for 53 consecutive years.\nSummary Financial Information\nThe following table includes select financial information that is helpful in understanding the trends in financial condition and the results of operations discussed throughout this Item 7. and \u201cItem 8. Financial Statements and Supplementary Data.\u201d\n(1)Property operating income is a non-GAAP measure. See \"Results of Operations\" in this Item 7. for further discussion.\n(2)Funds from operations \"FFO\" is a supplemental non-GAAP measure. See \"Liquidity and Capital Resources\" in this Item 7. for further discussion.\n(3) EBITDA for Real Estate (\"EBITDAre\") is a non-GAAP measure that NAREIT defines as: net income computed in accordance with GAAP plus net interest expense, income tax expense, depreciation and amortization, gain or loss on sale of real estate, impairments of real estate, and adjustments to reflect the entity's share of EBITDAre of unconsolidated affiliates. We calculate EBITDAre consistent with the NAREIT definition. As EBITDA is a widely known and understood measure of performance, management believes EBITDAre represents an additional non-GAAP performance measure, independent of a company's capital structure that will provide investors with a uniform basis to measure the enterprise value of a company. EBITDAre also approximates a key performance measure in our debt covenants, but it should not be considered an alternative measure of operating results or cash flow from operations as determined in accordance with GAAP.\nThe reconciliation of net income to EBITDAre for the periods presented is as follows:\n(4) Fixed charges consist of interest on borrowed funds (including capitalized interest), amortization of debt discount/ premiums and debt costs, costs related to the early extinguishment of debt, and the portion of rent expense representing an interest factor. Excluding the $11.2 million early extinguishment of debt charge from fixed charges in 2020, the ratio of EBITDAre to combined fixed charges and preferred share dividends is 2.9x. Excluding the ", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax expense. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02190", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors.\nRisks Relating to Our Business\nWe have a history of losses since inception and if we continue to incur losses, the price of our shares can be expected to fall.\nWe experienced losses from inception through June 30, 2012, and from fiscal year 2015 through fiscal year 2020. For fiscal years 2020, 2019, and 2018, we incurred a net loss of $40.6 million, $29.9 million, and $11.3 million, respectively. In light of our recent history of losses as well as the length of our history of losses, profitability in the foreseeable future is not assured. Until the Company\u2019s products and services can generate sufficient annual revenues, the Company will be required to use its cash and cash equivalents on hand and may raise capital to meet its cash flow requirements including the issuance of common stock or debt financing. Additionally, if we continue to incur losses in the future, the price of our common stock can be expected to fall.\nWe may require additional financing or find it necessary to raise capital to sustain our operations and without it we may not be able to achieve our business plan.\nAt June 30, 2020, we had a net working capital surplus of $5.0 million and cash and cash equivalents of $31.7 million. We had net cash (used in) provided by operating activities of $(14.1) million, $(28.2) million, and $12.4 million for fiscal years ended 2020, 2019, and 2018, respectively. Unless we maintain or grow our current level of operations, we may need additional funds to continue these operations. We may also need additional capital to respond to unusual or unanticipated non-operational events. Such non-operational events include but are not limited to shareholder class action lawsuits, government inquiries or enforcement actions that could potentially arise from the circumstances that gave rise to our restatements, extended filing delays in filing our periodic reports and the impact of COVID-19 on our business. Should the financing that we require to sustain our working capital needs be unavailable or prohibitively expensive when we require it, the consequences could have a material adverse effect on our business, operating results, financial condition and prospects.\nFailure to comply with any of the financial covenants under the Company\u2019s credit agreement could result in an event of default which may accelerate our outstanding indebtedness or other obligations and have a material adverse impact on our business, liquidity position and financial position.\nOn August 14, 2020, the Company entered into a credit agreement with JPMorgan Chase Bank, N.A. (the \u201c2021 JPMorgan Credit Agreement\u201d) for a $5 million secured revolving credit facility and a $15 million secured term facility, which includes an uncommitted expansion feature that allows the Company to increase the total revolving commitments and/or add new tranches of term loans in an aggregate amount not to exceed $5 million. The obligations under the 2021 JPMorgan Credit Agreement are secured by first priority security interest in substantially all of the Company's assets. The 2021 JPMorgan Credit Agreement contains financial covenants requiring the Company (i) to maintain an adjusted quick ratio of not less than 2.00 to 1.00, not less than 2.50 to 1.00 beginning October 1, 2020, not less than 2.75 to 1.00 beginning January 1, 2021 and 3.00 to 1.00 beginning April 1, 2021 and (ii) to maintain, as of the end of each of its fiscal quarters commencing with the fiscal quarter ended December 31, 2021, a total leverage ratio of not greater than 3.00 to 1.00.\nFailure to comply with the foregoing financial covenants, if not cured or waived, will result in an event of default that could trigger acceleration of our indebtedness, which would require us to repay all amounts owed under the 2021 JPMorgan Credit Agreement and could have a material adverse impact on our business, liquidity position and financial position.\nWe cannot be certain that our future operating results will be ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 896429_2020.htm (CIK: 896429, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02191", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nThis information is not required of smaller reporting companies.\nITEM 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1469038_2020.htm (CIK: 1469038, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02192", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nAcme United Corporation and Subsidiaries\nCONSOLIDATED STATEMENTS OF OPERATIONS\nSee accompanying Notes to Consolidated Financial Statements.\nAcme United Corporation and Subsidiaries\nCONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME\nSee accompanying Notes to Consolidated Financial Statements.\nAcme United Corporation and Subsidiaries\nCONSOLIDATED BALANCE SHEETS\nSee accompanying Notes to Consolidated Financial Statements.\nAcme United Corporation and Subsidiaries\nCONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY\nSee accompanying Notes to Consolidated Financial Statements.\nAcme United Corporation and Subsidiaries\nCONSOLIDATED STATEMENTS OF CASH FLOWS\nSee accompanying Notes to Consolidated Financial Statements.\nAcme United Corporation and Subsidiaries\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n1. Operations\nThe operations of Acme United Corporation (the \u201cCompany\u201d) consist of three reportable segments. The operations of the Company are structured and evaluated based on geographic location. The three reportable segments operate in the United States (including Asian operations), Canada and Europe. Principal products across all segments are scissors, shears, knives, rulers, pencil sharpeners, first aid safety kits, and related products which are sold primarily to wholesale, contract and retail stationery distributors, office supply super stores, mass market retailers, industrial distributors, school supply distributors, drug store retailers, sporting goods stores, hardware chains and wholesale florists.\n2. Accounting Policies\nEstimates - The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The most sensitive and significant accounting estimates relate to customer rebates, valuation allowances for deferred income tax assets, obsolete and slow-moving inventories, potentially uncollectible accounts receivable, intangibles, accruals for income taxes and stock-based compensation. Actual results could differ from those estimates.\nPrinciples of Consolidation - The consolidated financial statements include the accounts of the Company and its subsidiaries, all of which are wholly owned by the Company. All significant intercompany accounts and transactions are eliminated in consolidation.\nTranslation of Foreign Currency - For foreign operations whose functional currencies are not U.S. dollars, assets and liabilities are translated at rates in effect at the end of the year; revenues and expenses are translated at average rates in effect during the year. Resulting translation adjustments are made directly to accumulated other comprehensive income. Foreign currency transaction gains and losses are recognized in operating results. Included in other expense were foreign currency transaction gains of $96,372 in 2020 and foreign currency transaction losses of $38,988 in 2019.\nCash Equivalents - Investments with an original maturity of three months or less, as well as time deposits and certificates of deposit that are readily redeemable at the date of purchase, are considered cash equivalents.\nAccounts Receivable - Accounts receivable are shown less an allowance for doubtful accounts of $1,151,715 at December 31, 2020 and $522,560 at December 31, 2019.\nInventories - Inventories are stated at the lower of cost, or net realizable value, determined by the first-in, first-out method.\nProperty, Plant and Equipment, and Depreciation - Property, plant and equipment is recorded at cost. Depreciation is computed by the straight-line method over the estimated useful lives of the assets. The range of estimated useful lives of these assets are as follows: buil", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02193", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. Financial Statements and Supplementary Data\nReport of Independent Registered Public Accounting Firm\nBoard of Directors and Shareholders\nCallon Petroleum Company\nOpinion on the financial statements\nWe have audited the accompanying consolidated balance sheets of Callon Petroleum Company (a Delaware corporation) and subsidiaries (the \u201cCompany\u201d) as of December 31, 2020 and 2019, the related consolidated statements of operations, stockholders\u2019 equity, and cash flows for each of the three years in the period ended December 31, 2020, and the related notes (collectively referred to as the \u201cfinancial statements\u201d). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.\nWe also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (\u201cPCAOB\u201d), the Company\u2019s internal control over financial reporting as of December 31, 2020, based on criteria established in the 2013 Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (\u201cCOSO\u201d), and our report dated February 25, 2021 expressed an unqualified opinion.\nBasis for opinion\nThese financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (\u201cPCAOB\u201d) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\nCritical Audit Matter\nThe critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.\nDepletion expense and impairment of oil and gas properties impacted by the Company\u2019s estimation of proved reserves\nAs described further in Note 2 to the financial statements, the Company accounts for its oil and gas properties using the full cost method of accounting which requires management to make estimates of proved reserve volumes and future net revenues to record depletion expense and assess its oil and gas properties for potential impairment. To estimat", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 928022_2020.htm (CIK: 928022, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02194", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data.\nWe are a smaller reporting company as defined in Rule 12b-2 under the Exchange Act. As a result, pursuant to Item 301(c) of Regulation S-K, we are not required to provide the information required by this Item.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1821850_2020.htm (CIK: 1821850, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02195", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nThe particulars of the compensation paid to the following persons:\n(a)\nour principal executive officer;\n(b)\neach of our two most highly compensated executive officers who were serving as executive officers during the years ended December 31, 2020 and 2019; and\n(c)\nup to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the years ended December 31, 2020 and 2019, who we will collectively refer to as the named executive officers of our Company, are set out in the following summary compensation table, except that no disclosure is provided for any named executive officer, other than our principal executive officers, whose total compensation did not exceed $100,000 for the respective fiscal year:\n(1)\nMr. Liao was appointed President, Chief Executive Officer, Chief Financial Officer and a Director on January 28, 2016.\n(2)\nOn March 5, 2020, the Company issued 60,000,000 shares of restricted common stock valued at $93,000,000 based on the Company\u2019s weekly stock trading price at $1.55 per share to Letterston Investments Limited, a BVI corporation controlled by the Company\u2019s Chief Executive Officer, as compensation for the payment of the Chief Executive Officer\u2019s salary for the years 2019 and 2020. During the year ended December 31, 2020 and 2019, the Company has recognized $46,500,000 stock based compensation for the year 2020 salary and year 2019 salary, respectively.\n(3)\nMr. Rong resigned on June 1, 2020.\nThere are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive share options at the discretion of our board of directors in the future. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that share options may be granted at the discretion of our board of directors.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1619227_2020.htm (CIK: 1619227, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02196", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data.\nThe following selected consolidated financial data should be read in conjunction with both \u201cItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 87347_2020.htm (CIK: 87347, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02197", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data\nSee the financial statements annexed to this Registration Statement, which financial statements are incorporated herein by reference.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1280396_2020.htm (CIK: 1280396, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02198", "source": "edgar", "source_license": "public_domain", "text": "Item 1A: Risk Factors\nItem 2: Properties\nItem 3: Legal Proceedings\nItem 4: Mine Safety Disclosures\nItem 1B.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1748011_2020.htm (CIK: 1748011, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02199", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nGENERAL\nReliance on Management. The Fund will be wholly dependent for the selection, structuring, closing and monitoring of its investments on the diligence and skill of the Manager, acting under the supervision of the Fund\u2019s Board of Directors. Although the operating principals of the Manager have a long history of combined experience in investing in venture lending transactions and equity investments, there can be no assurance that the Fund will attain its investment objective. Furthermore, the Manager does not have substantial experience investing in Special Situation Financings such as convertible and subordinated debt of public and late-stage private companies. The officers of the Manager will have primary responsibility for the selection of the companies in which the Fund will invest, the negotiation of the terms of such investments and the monitoring and servicing of such investments after they are made. Although the officers of the Manager intend to devote such time as is necessary to the affairs of the Fund, they are not required to devote full time to the management of the Fund. Furthermore, there can be no assurance that any officer will remain associated with the Manager or that, if an officer ceased to be associated with the Manager, the Manager would be able to find a qualified person or persons to fill the position.\nIlliquid and Long-Term Investment. On last day of the calendar quarter of the fifth anniversary of the first investment by the Fund (or, if earlier, the Company), the Fund will cease to make any new equity investments as well as investments in venture loans (except pursuant to commitments made before the fourth anniversary, or if applicable, the extended commitment date (up to 2 calendar quarters)), and will distribute to its shareholder all proceeds received from principal payments and sales net of: (i) reserves and expenses; (ii) principal repayments on the Fund\u2019s borrowings; (iii) amounts required to fund financing commitments entered into before such fourth anniversary, or if applicable, the extended commitment date; and (iv) any amounts paid on exercise of warrants or otherwise paid to protect the value of existing investments (including, for example, pay-to-play provisions and purchases of equity securities in \u201cdown rounds\u201d to avoid dilution). The Fund\u2019s Amended and Restated Articles of Incorporation provide that, on December 31, 2028, the Fund automatically will be dissolved without any action by its shareholder. From and after such dissolution, the Fund\u2019s activities will be limited to the winding-up of its affairs, the liquidation of its remaining assets and the distribution of the net proceeds thereof to its shareholder. Although the Fund generally would not make any loan with a stated maturity date later than December 31, 2028, it is possible that, due to a default by a borrower or a transaction restructuring due to a borrower\u2019s financial difficulties, such a loan may remain outstanding in whole or in part beyond its original maturity date. Furthermore, the Fund may not be able to sell warrants it receives from borrowers, or the equity securities (including those received upon exercise of warrants or conversion of debt instruments or in connection with restructuring of a troubled loan), to the extent those investments were retained by the Fund and not distributed earlier to its shareholder, for a significant period of time due to legal or contractual restrictions on resale or the absence of a liquid secondary market. As a result, the liquidation process might not be completed for a significant period after the Fund\u2019s dissolution. In addition, it is possible that, if certain of the Fund\u2019s assets are not liquidated within a reasonable time after the Fund\u2019s dissolution, the Fund may elect to make a distribution in kind of all or part of such assets to its shareholders. In such case, the shareholders would bear any expenses attendant to the liquidation of such assets.\nAlth", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1717310_2020.htm (CIK: 1717310, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02200", "source": "edgar", "source_license": "public_domain", "text": "Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nPHILLIPS 66\nReport of Management\nManagement prepared, and is responsible for, the consolidated financial statements and the other information appearing in this Annual Report. The consolidated financial statements present fairly the company\u2019s financial position, results of operations and cash flows in conformity with generally accepted accounting principles in the United States. In preparing its consolidated financial statements, the company includes amounts that are based on estimates and judgments management believes are reasonable under the circumstances. The company\u2019s financial statements have been audited by Ernst & Young LLP, an independent registered public accounting firm appointed by the Audit and Finance Committee of the Board of Directors. Management has made available to Ernst & Young LLP all of the company\u2019s financial records and related data, as well as the minutes of stockholders\u2019 and directors\u2019 meetings.\nAssessment of Internal Control Over Financial Reporting\nManagement is responsible for establishing and maintaining adequate internal control over financial reporting. Phillips 66\u2019s internal control system was designed to provide reasonable assurance to the company\u2019s management and directors regarding the preparation and fair presentation of published financial statements.\nAll internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.\nManagement assessed the effectiveness of the company\u2019s internal control over financial reporting as of December 31, 2020. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013). Based on this assessment, management concluded the company\u2019s internal control over financial reporting was effective as of December 31, 2020.\nErnst & Young LLP has issued an audit report on the company\u2019s internal control over financial reporting as of December 31, 2020, and their report is included herein.\n/s/ Greg C. Garland/s/ Kevin J. Mitchell\nGreg C. GarlandKevin J. Mitchell\nChairman of the Board of Directors andExecutive Vice President, Finance and\nChief Executive OfficerChief Financial Officer\nDate: February 24, 2021\nReport of Independent Registered Public Accounting Firm\nTo the Board of Directors and Stockholders of Phillips 66\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheets of Phillips 66 (the Company) as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive income (loss), changes in equity, and cash flows, for each of the three years in the period ended December 31, 2020, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2020 and 2019, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with U.S. generally accepted accounting principles.\nWe also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company\u2019s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 24, 2021 expressed an unqualified opinion thereon.\nBasis for Opinion\nThese financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s financial statements based on our audits. We a", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1534701_2020.htm (CIK: 1534701, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02201", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors.\nIn addition to other information contained in this Annual Report on Form 10-K, the following risks should be considered in evaluating our business and future prospects and an investment in our common stock. The risks and uncertainties described below are not the only ones we face. If any of the following risks and uncertainties develops into actual events, our business, financial condition, results of operations and cash flows could be materially adversely affected. In that case, the price of our common stock could decline and you may lose all or part of your investment.\nRisks Related to Our Business\nWe are a clinical-stage biotechnology company with a history of losses. We expect to continue to incur significant losses for the foreseeable future and may never achieve or maintain profitability, which could result in a decline in the market value of our common stock.\nWe are a biotechnology company developing therapeutics for immuno-oncology, genetic disorders and other indications based on our proprietary SNA technology. Since our inception in June 2011, we have devoted our resources to the development of SNA technology. We have had significant operating losses since our inception. As of December 31, 2020, we have generated an accumulated deficit of $124.8 million. For the years ended December 31, 2020 and 2019, our net loss was $24.7 million and $26.3 million, respectively. Substantially all of our losses have resulted from expenses incurred in connection with our research programs and from general and administrative costs associated with our operations. Our technology and therapeutic candidates are in early stages of development, and we are subject to the risks of failure inherent in the development of therapeutic candidates based on novel technologies.\nWe have not generated, and do not expect to generate, any product revenue for the foreseeable future, and we expect to continue to incur significant operating losses for the foreseeable future due to the cost of research and development, preclinical studies, clinical trials, and the regulatory approval process for therapeutic candidates. The amount of future losses is uncertain. Our ability to achieve profitability, if ever, will depend on, among other things, us, or any current or future collaborators, successfully developing therapeutic candidates, obtaining regulatory approvals to market and commercialize therapeutic candidates, manufacturing any approved products on commercially reasonable terms, establishing a sales and marketing organization or suitable third-party alternatives for any approved product and raising sufficient funds to finance business activities. If we, or any current or future collaborators, are unable to develop and commercialize one or more of our therapeutic candidates or if sales revenue from any therapeutic candidate that receives approval is insufficient, we will not achieve profitability, which could have a material adverse effect on our business, financial condition, results of operations and prospects.\nOur approach to the discovery and development of innovative therapeutic treatments based on our technology is unproven and may not result in marketable products.\nWe plan to develop a pipeline of therapeutic candidates based on our proprietary SNA technology. We believe that therapeutic candidates identified with our therapeutic discovery technology may offer an improved therapeutic approach compared to small molecules and antibodies, as well as several advantages over linear oligonucleotide-based therapeutics. However, the scientific research that forms the basis of our efforts to develop therapeutic candidates based on our SNA technology and the identification and optimization of SNA-based therapeutic candidates is relatively new. Further, the scientific evidence to support the feasibility of developing therapeutic treatments based on SNA technology is both preliminary and limited.\nTherapeutic candidates based on SNA techno", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1698530_2020.htm (CIK: 1698530, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02202", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nAs a \u201csmaller reporting company,\u201d as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information called for by this Item.\nITEM 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1684506_2020.htm (CIK: 1684506, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02203", "source": "edgar", "source_license": "public_domain", "text": "Item 7A.Qualitative and Quantitative Disclosures about Market Risk\nThe Company has exposure to financial market risks, including changes in foreign currency exchange rates, and risk associated with how it invests its cash.\nForeign Exchange Risk\nThe Company conducts business in foreign markets through its subsidiary in Australia (vivoPharm Pty Ltd.). For the years ended December 31, 2020 and 2019, approximately 39% and 20%, respectively, of the Company's continuing revenues were earned outside the United States and collected in local currency. The Company is subject to risk for exchange rate fluctuations between such local currencies and the United States dollar and the subsequent translation of the Australia Dollar or Euro to United States dollars. The Company currently does not hedge currency risk. The translation adjustments for the years ended December 31, 2020 and 2019 were not significant.\nInvestment of Cash\nThe Company invests its cash primarily in money market funds. Because of the short-term nature of these investments, the Company does not believe it has material exposure due to market risk. The impact to the Company's financial position and results of operations from likely changes in interest rates is not material.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1349929_2020.htm (CIK: 1349929, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02204", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nReference is hereby made to \u201cDirector Compensation,\u201d \u201cExecutive Compensation,\u201d and \u201cHuman Resources Committee Interlocks and Insider Participation\u201d in the 2021 Proxy Statement.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 7286_2020.htm (CIK: 7286, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02205", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.\nThis information is not required by smaller reporting company.\nITEM 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1043894_2020.htm (CIK: 1043894, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02206", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nReport of Independent Registered Public Accounting Firm\nTo the Shareholders and Board of\nDirectors Gatos Silver, Inc.:\nOpinion on the Consolidated Financial Statements\nWe have audited the accompanying consolidated balance sheets of Gatos Silver, Inc. and subsidiaries (the Company) as of December 31, 2020 and 2019, the related consolidated statements of operations and comprehensive loss, shareholders\u2019 equity (deficit), and cash flows for the years then ended , and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for the years then ended, in conformity with U.S. generally accepted accounting principles.\nBasis for Opinion\nThese consolidated financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.\n/s/ KPMG LLP\nWe have served as the Company\u2019s auditor since 2011.\nDenver, Colorado\nMarch 29, 2021\nGATOS SILVER, INC.\nCONSOLIDATED BALANCE SHEETS\nAS OF DECEMBER 31,\n(In thousands, except for share and per share amounts)\n(1)\nPrior period results have been adjusted to reflect the two-for-one reverse split in October 2020. See Note 1, Description of Business for details.\nSee accompanying notes to the consolidated financial statements.\nGATOS SILVER, INC.\nCONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS\nFOR THE YEARS ENDED DECEMBER 31,\n(In thousands, except for share and per share amounts)\n(1)\nPrior period results have been adjusted to reflect the two-for-one reverse split in October 2020. See Note 1, Description of Business for details.\nSee accompanying notes to the consolidated financial statements.\nGATOS SILVER, INC.\nCONSOLIDATED STATEMENTS OF SHAREHOLDERS\u2019 EQUITY (DEFICIT)\n(In thousands, except for share and per share amounts)\n(1)\nPrior period results have been adjusted to reflect the two-for-one reverse split in October 2020. See Note 1, Description of Business for details.\nSee accompanying notes to the consolidated financial statements.\nGATOS SILVER, INC.\nCONSOLIDATED STATEMENTS OF CASH FLOWS\nFOR THE YEARS ENDED DECEMBER 31,\n(In thousands, except for share and per share amounts)\nSee accompanying notes to the consolidated financial statements.\nGATOS SILVER, INC.\nNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS\n(In thousands, except share, per share, option, and stock unit amounts)\n1.\nDescription of Business\nOrganization and Nature of Business\nGatos Silver, Inc. (\u201cGatos Silver\u201d or \u201cthe Company\u201d) is a s", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1517006_2020.htm (CIK: 1517006, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02207", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data.\nAdditional information required under this Item 8 may be found under the accompanying Financial Statements and Notes to Financial Statements under Note 25.\nMANAGEMENT\u2019S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING\nOur management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, our principal executive and principal financial officers and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles and includes those policies and procedures that:\n\u00b7 Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;\n\u00b7 Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and\n\u00b7 Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.\nBecause of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.\nOur management assessed the effectiveness of our internal controls over financial reporting as of December 31, 2020. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (\u201cCOSO\u201d) in Internal Control-Integrated Framework issued in 2013.\nBased on that assessment, we believe that, as of December 31, 2020, our internal control over financial reporting is effective based on those criteria.\n/s/ Michael C. Crapps\n/s/ D. Shawn Jordan\nChief Executive Officer and President\nExecutive Vice President and Chief Financial Officer\nReport of Independent Registered Public Accounting Firm\nTo the Shareholders and the Board of Directors of First Community Corporation:\nOpinion on the Consolidated Financial Statements\nWe have audited the accompanying consolidated balance sheets of First Community Corporation and its subsidiary (the \u201cCompany\u201d) as of December 31, 2020 and 2019 and the related consolidated statements of income, comprehensive income, shareholders\u2019 equity and cash flows for each of the three years in the period ended December 31, 2020, and the related notes to the consolidated financial statements and schedules (collectively, the \u201cconsolidated financial statements\u201d). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.\nBasis for Opinion\nThese financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Com", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 932781_2020.htm (CIK: 932781, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02208", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nThe information required by this item will be set forth in the Proxy Statement and is incorporated herein by reference.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1082324_2020.htm (CIK: 1082324, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02209", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nTo the Members and the Board of Directors of Homeland Energy Solutions, LLC\nOpinion on the Financial Statements\nWe have audited the accompanying balance sheets of Homeland Energy Solutions, LLC (the Company) as of December 31, 2020 and 2019, the related statements of operations, members\u2019 equity and cash flows for each of the three years in the period ended December 31, 2020, and the related notes to the financial statements (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.\nBasis for Opinion\nThese financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company\u2019s internal control over financial reporting. Accordingly, we express no such opinion.\nOur audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\nCritical Audit Matters\nCritical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.\n/s/ RSM US LLP\nWe have served as the Company's auditor since 2010.\nDes Moines, Iowa\nMarch 11, 2021\nHomeland Energy Solutions, LLC\nBalance Sheets\nSee Notes to Financial Statements.\nHomeland Energy Solutions, LLC\nBalance Sheets (continued)\nSee Notes to Financial Statements.\nHomeland Energy Solutions, LLC\nStatements of Operations\nFor the Years Ended December 31, 2020, 2019, and 2018\nSee Notes to Financial Statements.\nHomeland Energy Solutions, LLC\nStatement of Members' Equity\nFor the Years ended December 31, 2020, 2019 and 2018\nSee Notes to Financial Statements.\nHomeland Energy Solutions, LLC\nStatements of Cash Flows\nFor the Years Ended December 31, 2020, 2019, and 2018\nSee Notes to Financial Statements.\nHomeland Energy Solutions, LLC\nNotes to Financial Statements\n1.Nature of Business and Significant Accounting Policies\nNature of Business\nHomela", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1366744_2020.htm (CIK: 1366744, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02210", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nYou should read the following discussion and analysis of our financial condition and results of operations together with our Consolidated Financial Statements and related notes appearing elsewhere in this annual report on Form 10-K for the year ended December 31, 2020 (this \u201cAnnual Report\u201d). This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. The actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including, but not limited to, those set forth under \u201cItem 1A. Risk Factors\u201d and elsewhere in this Annual Report. In addition, see \u201cCautionary Note Regarding Forward-Looking Statements.\u201d References herein to the \u201cCompany,\u201d \u201cwe,\u201d \u201cour,\u201d and \u201cus,\u201d refer to MP Materials Corp. and its subsidiaries.\nOverview\nWe own and operate one of the world\u2019s largest integrated rare earth mining and processing facilities and the only major rare earths resource in the Western Hemisphere.\nRare earth elements (\u201cREE\u201d) are fundamental building blocks of the modern economy, impacting trillions of dollars in global gross domestic product through the enablement of end products across industries including transportation, clean energy, robotics, national defense and consumer electronics, among others. Neodymium (\u201cNd\u201d) and praseodymium (\u201cPr\u201d) are rare earth elements which in combination form neodymium-praseodymium (\u201cNdPr\u201d), which represents the Company\u2019s primary revenue opportunity. NdPr is most often utilized in NdPr magnets, which are also commonly referred to as \u201cneo,\u201d \u201cNdFeB,\u201d \u201cNIB,\u201d or permanent magnets and are made predominantly from an alloy of NdPr, iron and boron. NdPr magnets are the most widely used type of rare earth magnets and are critical for many advanced technologies that are experiencing strong secular growth, including electric vehicles (\u201cEV\u201d), drones, defense systems, medical equipment, wind turbines, robotics and many others. The rapid growth of these and other advanced motion technologies is expected to drive substantial demand growth for NdPr.\nWe produce our materials at Mountain Pass, one of the world\u2019s richest rare earth deposits, co-located with integrated state-of-the-art processing and separation facilities. We believe Mountain Pass is the only such integrated facility in the Western Hemisphere and one of the few separation facilities outside of Asia. Current ownership and management acquired the Mountain Pass assets in 2017, restarted operations from cold-idle status and embarked on a deliberate, two-stage plan to optimize the facility and position the Company for growth and profitability. See the section entitled \u201cHistory of Ownership and Current Operations\u201d within Item 1. Business above. Approximately $1.7 billion has been invested in the Mountain Pass facility since 2011, in addition to the investments in utilities and active infrastructure completed between the 1960s and 2008. We commenced mining, comminution, beneficiation, and tailings management operations, which we designated Stage I of our multi-stage optimization plan, between December 2017 and February 2018. We currently produce a rare earth concentrate that we sell to Shenghe Resources (Singapore) International Trading Pte. Ltd. (\u201cShenghe\u201d), an affiliate of Shenghe Resources Holding Co., Ltd., a leading global rare earth company that is publicly listed in China, which, in turn, sells that product to end customers in China. These customers separate the constituent REE contained in our concentrate and sell the separated products to various end users. We believe our concentrate represents approximately 15% of the rare earth content consumed in the global market during the last 12 months. Upon completion of our Stage II optimization project, we anticipate separating rare earth oxides (\u201cREO\u201d) at our Mountain Pass site and selling our products direc", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1801368_2020.htm (CIK: 1801368, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02211", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nThe information required by Items 402 and 407 of Regulation S-K is included under the captions \u201cExecutive Compensation,\u201d \u201cDirector Compensation,\u201d and \"Compensation Committee Interlocks and Insider Participation\" in the Proxy Statement relating to the 2021 Annual Meeting of the Registrant\u2019s Stockholders and is incorporated herein by reference.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 25232_2020.htm (CIK: 25232, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02212", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nThe following Consolidated Financial Statements and Report of Independent Registered Public Accountants are filed as part of this Item 8 and are included in this Annual Report.\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nShareholders and Board of Directors\nRare Element Resources Ltd.\nLittleton, Colorado\nOpinion on the Consolidated Financial Statements\nWe have audited the accompanying consolidated balance sheet of Rare Element Resources, Ltd. (the \u201cCompany\u201d) as of December 31, 2020, the related consolidated statements of operations, stockholders\u2019 equity, and cash flows for the year then ended, and the related notes (collectively referred to as the \u201cconsolidated financial statements\u201d). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2020, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.\nBasis for Opinion\nThese consolidated financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (\u201cPCAOB\u201d) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company\u2019s internal control over financial reporting. Accordingly, we express no such opinion.\nOur audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.\nCritical Audit Matter\nThe critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.\nEvaluation of Liquidity\nAs described in Note 1, the consolidated financial statements have been prepared on a going concern basis. As of December 31, 2020, the Company had cash of $2.7 million and cash used in operations of $3.1 million for the year. Additionally, the Company has incurred losses since ", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1419806_2020.htm (CIK: 1419806, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02213", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nOur operations are exposed to market risks from adverse changes in commodity prices affecting the cost of raw materials and energy, foreign currency exchange rates, and interest rates. In the normal course of business, we periodically enter into derivatives to minimize these risks, but not for trading purposes. The COVID-19 pandemic has resulted in significant volatility and uncertainty in the markets in which we operate. At the time of this filing, we are unable to predict or determine the impacts that the COVID-19 pandemic may have on our exposure to market risk from commodity prices, foreign currency exchange rates and interest rates, among other factors. For additional discussion, refer to \u201cForward-Looking Statements,\u201d \u201cLiquidity and Capital Resources\u201d within \u201cPart II, Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d as well as \u201cItem 1A. Risk Factors\u201d of this Form 10-K.\nBased on our open commodity contract hedge positions as of May 31, 2020, a hypothetical 10 percent decline in market prices applied to the fair value of the instruments would result in a charge to \u201cCost of sales\u201d of approximately $9.6 million ($7.4 million net of income tax benefit). It should be noted that any change in the fair value of the contracts, real or hypothetical, would be substantially offset by an inverse change in the value of the underlying hedged item.\nAt May 31, 2020, we had $2,166.0 million of fixed-rate and $1,389.0 million of variable-rate debt outstanding. We have interest rate risk associated with our variable-rate debt. A one percent increase in interest rates related to variable-rate debt would have resulted in an increase in interest expense and a corresponding decrease in income before taxes of approximately $14.1 million annually ($10.8 million net of income tax benefit).\nFor more information about our market risks, see Note 9, Debt and Financing Obligations, of the Notes to Consolidated Financial Statements in \u201cPart II, Item 8.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax benefit. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02214", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.\nThis Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations is intended to provide a reader of our financial statements with a narrative from the perspective of our management on our financial condition, results of operations, liquidity, and certain other factors that may affect our future results. The following discussion and analysis should be read in conjunction with our audited consolidated financial statements and the accompanying notes thereto included in \u201cItem 8. Financial Statements and Supplementary Data.\u201d In addition to historical financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties, and assumptions. See \u201cForward-Looking Statements.\u201d Our results and the timing of selected events may differ materially from those anticipated in these forward-looking statements because of many factors.\nMuch of the discussion in this Item is \u201cforward-looking\u201d as that term is used in Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. Actual operations and results may materially differ from present plans and projections due to changes in economic conditions, new business opportunities, changed business conditions, and other developments. Other factors that could cause results to differ materially are described in our filings with the Securities and Exchange Commission. There are several factors that could cause actual results or events to differ materially from those anticipated, and include, but are not limited to general economic, financial and business conditions, changes in and compliance with governmental laws and regulations, including various state and federal environmental regulations, our ability to obtain additional financing from outside investors and/or bank and mezzanine lenders and our ability to generate sufficient revenues to cover operating losses and position us to achieve positive cash flow. Readers are cautioned not to place undue reliance on the forward-looking statements contained herein, which speak only as of a certain date. We undertake no obligation to update any forward-looking statements.\nGoing Concern\nWhile the auditor has been questioning our ability to continue as a going concern due to our recurring losses from operations, deficit in equity, and the need to raise additional capital to fund operations, the company re-aligned itself to engage in land acquisition for Real Estate Development. A \u201cgoing concern\u201d opinion could impair our ability to raise the required finance for our proposed operations through the sale of debt or equity securities. However, the financial statements have been prepared assuming that the Company continues as a going concern\nResults of Operations for the current reporting period, as compared to previous reporting period\nThere was no revenue during this period\nExpenses during the current reporting period are $73,609 which is lower than $322,426 for the previous year.\nThe net loss for the current year is $73,609 which is also lower than $322,426 for the previous year.\nLiquidity and Capital Resources\nDuring the current reporting period, the company\u2019s liquidity was very impacted by the Pandemic caused by the Covid-19. Consequently, this company was not able to access any capital resources during the current reporting period.\nCash Flow from Operating Activities\nThe Company used $65,687 in cash for the current reporting period as against $90,327 in the previous year.\nCash Flow from Investing Activities\nThe Company neither used nor received any from the investing activities for the current reporting period and it is the same in the previous year.\nCash Flow from Financing Activities\nThe Company received $66,510 as a repayable loan from as a related party transaction, in the current reporting period whereas it was $90,411 in the previous year\nO", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1024095_2020.htm (CIK: 1024095, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02215", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nThe information required by this item is incorporated by reference to our Proxy Statement for the 2021 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2020.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1724965_2020.htm (CIK: 1724965, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02216", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nThe following table sets forth certain compensation information for: (i) our principal executive officer or other individual serving in a similar capacity during our fiscal year ended August 31, 2020, (ii) our two most highly compensated executive officers other than our principal executive officers who were serving as executive officers at August 31, 2020 whose compensation exceed $100,000 and (iii) up to two additional individuals for whom disclosure would have been required but for the fact that the individual was not serving as an executive officer at August 31, 2020. Compensation information is shown for the fiscal years ended August 31, 2020 and 2019\nFISCAL 2020 AND 2019 SUMMARY COMPENSATION TABLE\n(1) Mr. Hew was appointed as our President, Chief Executive Officer and Director on August 12, 2016.\n(2) Mr. Eng was appointed Chief Financial Officer on August 12, 2016.\nEmployment Agreements with Executive Officers\nAt this time, we do not have any written employment agreement or other formal compensation agreements with our officers and director. If we do enter into such agreements with our officers and directors, we will make appropriate additional disclosures as they are further developed and formalized.\nOUTSTANDING EQUITY AWARDS AT AUGUST 31, 2020\nThe following tables set forth, for each person listed in the Summary Compensation Table set forth above, as of August 31, 2020:\nWith respect to each option award:\n\u25cf the number of shares of our common stock issuable upon exercise of outstanding options that have been earned, separately identified by those exercisable and unexercisable;\n\u25cf the number of shares of our common stock issuable upon exercise of outstanding options that have not been earned;\n\u25cf the exercise price of such option; and\n\u25cf the expiration date of such option; and\n\u25cf with respect to each stock award -\n\u25cf the number of shares of our common stock that have been earned but have not vested;\n\u25cf the market value of the shares of our common stock that have been earned but have not vested;\n\u25cf the total number of shares of our common stock awarded under any equity incentive plan that have not vested and have not been earned; and\n\u25cf the aggregate market or pay-out value of our common stock awarded under any equity incentive plan that have not vested and have not been earned.\nOUTSTANDING EQUITY AWARDS AT 2020 FISCAL YEAR-END\nDirector Compensation\nHistorically, our non-employee directors have not received compensation for their service outside the compensation set forth in the Summary Compensation Table below, but we may compensate our directors for their service in the future. We reimburse our non-employee directors for reasonable travel expenses incurred in attending board and committee meetings. We also intend to allow our non-employee directors to participate in any equity compensation plans that we adopt in the future.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1627041_2020.htm (CIK: 1627041, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02217", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors.\nInvesting in our common stock involves a high degree of risk. You should consider carefully the risks and uncertainties described below, together with all of the other information in this Annual Report on Form 10-K, including the section titled \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d and our consolidated financial statements and related notes, before deciding whether to invest in shares of our common stock. The risks described below are not the only ones facing us. The occurrence of any of the following risks or additional risks and uncertainties not presently known to us or that we currently believe to be immaterial could materially and adversely affect our business, financial condition, results of operations and future prospects. Please also see the section titled \u201cCautionary Note Regarding Forward-Looking Statements.\u201d\nRisks Related to Our Business and Products\nWe have a limited history operating as a commercial company; if we fail to effectively train our sales force, increase our sales and marketing capabilities or develop broad brand awareness in a cost-effective manner, our growth will be impeded and our business will suffer.\nWe were incorporated in 2011, began commercializing our products in 2016, and became a publicly traded company in August 2020. Early versions of our AcQMap System and certain related accessory products have been used in the United States since May 2018 and Western Europe since July 2016 in a limited, pilot launch capacity, where our focus was on optimizing workflow and validating our value proposition. We fully commenced the launch of our commercial-grade console and software products in the first quarter of 2020. Accordingly, our limited commercialization experience and limited number of approved or cleared products make it difficult to evaluate our current business and assess our prospects. We also currently have limited sales and marketing experience. If we are unable to establish effective sales and marketing capabilities or if we are unable to commercialize any of our products, we may not be able to effectively generate product revenue, sustain revenue growth and compete effectively. In order to generate future growth, we plan to continue to expand and leverage our sales and marketing infrastructure to increase our customer base and grow our business. Identifying and recruiting qualified sales and marketing personnel and training them on our products, applicable federal and state laws and regulations, and on our internal policies and procedures requires significant time, expense and attention. It often takes several months or more before a sales representative is fully trained and productive. Our business may be harmed if our efforts to expand and train our sales force do not generate a corresponding increase in revenue, and our higher fixed costs may slow our ability to reduce costs in the face of a sudden decline in demand for our products. Any failure to hire, develop and retain talented sales and\nmarketing personnel, to achieve desired productivity levels in a reasonable timeframe or timely leverage our fixed costs could have a material adverse effect on our business, financial condition and results of operations. Moreover, the members of our direct sales force are at-will employees. The loss of these personnel to competitors or otherwise could materially harm our business. If we are unable to retain our direct sales force personnel or replace them with individuals of equivalent technical expertise and qualifications, or if we are unable to successfully instill technical expertise in replacement personnel, our revenue and results of operations could be materially harmed.\nOur ability to increase our customer base and achieve broader market acceptance of our products will also depend to a significant extent on our ability to expand our marketing efforts as we plan to dedicate significant resources to our marketing programs", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1522860_2020.htm (CIK: 1522860, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02218", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations ($ in thousands)\nThe following discussion and analysis is intended to help the reader understand our business, financial condition, results of operations, liquidity and capital resources. This discussion should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K and the description of the Company\u2019s Business in Item 1 above. Unless the context otherwise indicates or requires, the terms \u201cwe\u201d, \u201cour\u201d and \u201cthe Company\u201d as used herein refer to Oak Street Health, Inc. and its consolidated subsidiaries, including Oak Street Health, LLC, which is Oak Street Health, Inc.\u2019s predecessor for financial reporting purposes for periods presented prior to August 10, 2020.\nIn addition to historical data, the discussion contains forward-looking statements about the business, operations and financial performance of the Company based on our current expectations that involves risks, uncertainties and assumptions. Actual results could differ materially from those discussed in or implied by forward-looking statements as a result of various factors, including those discussed above in \u201cForward-Looking Statements,\u201d and Part I, Item 1A, \u201cRisk Factors.\u201d\nOverview\nOak Street Health, Inc. (collectively referred to as \u201cOak Street Health,\u201d \u201cOSH,\u201d \u201cwe,\u201d \u201cus,\u201d \u201cour,\u201d or the \u201cCompany\u201d) was formed as a Delaware corporation on October 22, 2019 for the purpose of completing a public offering and related restructuring transactions (collectively referred to as the \u201cIPO\u201d) in order to carry on the business of Oak Street Health, LLC (\u201cOSH LLC\u201d) and its affiliates. As the managing member of OSH LLC, Oak Street Health, Inc. operates and controls all of the business affairs of OSH LLC and its affiliates. For further discussion related to the IPO, see Note 1 in Part IV, Item 15. Our common stock trades on the New York Stock Exchange (\u201cNYSE\u201d) under the ticker symbol \u201cOSH.\u201d\nThe Company operates primary care centers within the United States serving Medicare beneficiaries. The Company, through its centers and management services organization, combines an innovative care model with superior patient experience. The Company invests resources into primary care to prevent unnecessary acute events and manage chronic illnesses. The Company engages Medicare eligible patients through the use of an innovative community outreach approach. Once patients are engaged, the Company integrates population health analytics, social support services and primary care into the care model to drive improved outcomes. The Company contracts with health plans to generate medical costs savings and realize a return on its investment in primary care. As of December 31, 2020, the Company operated 79 centers in 16 markets across 11 states, which provided care for approximately 97,000 patients. We, together with our affiliated physician practice organizations, employed approximately 3,200 team members, including approximately 300 primary care providers. Our operations are organized and reported under one segment.\nCOVID-19 Update on our Business\nOn March 11, 2020, the World Health Organization designated COVID-19 as a global pandemic. The rapid spread of COVID-19 around the world and throughout the United States has altered the behavior of businesses and people, with significant negative effects on federal, state and local economies, the duration of which is unknown at this time. Various policies were implemented by federal, state and local governments in response to the COVID-19 pandemic that caused many people to remain at home and forced the closure of or limitations on certain businesses, as well as suspended elective procedures by health care facilities. While some of these restrictions have been eased across the U.S. and most states have lifted moratoriums on non-emergent procedures, some restrictions remain in place, and many stat", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1564406_2020.htm (CIK: 1564406, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02219", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS.\nYou should carefully consider the risks described below and other information contained in this Annual Report on Form 10-K when considering an investment decision with respect to our securities. Additional risks and uncertainties not presently known to us, or that we currently deem immaterial, may also impair our business operations. Any of the events discussed in the risk factors below may occur. If they do, our business, results of operations, financial condition or liquidity could be materially adversely affected. In such an instance, the trading price of our securities could decline, and you might lose all or part of your investment.\nOur results of operations have been adversely impacted by the COVID-19 pandemic. Our future results of operations, financial condition and liquidity are expected to be adversely impacted by the COVID-19 pandemic, and that impact may be material.\nThe COVID-19 pandemic has resulted in significant volatility in the global economy and led to a dramatic reduction in economic activity worldwide. International, federal, state and local public health and governmental authorities have taken extraordinary actions to contain and combat the outbreak and spread of COVID-19 throughout most regions of the world, including travel bans, quarantines, \u201cstay-at-home\u201d orders and similar mandates that have caused many individuals to substantially restrict their daily activities and many businesses to curtail or cease normal operations.\nThe tire industry has been negatively impacted by this evolving situation, particularly earlier in 2020, which was characterized by a sudden and sharp decline in replacement tire demand and original equipment manufacturers suspending or severely limiting automobile production globally. Our results have been, and are likely to continue to be, adversely impacted by this economic disruption, including lower tire volume, sales, income and cash flow. In addition, our ability to continue implementing important strategic initiatives and capital expenditures may be reduced as we devote time and other resources to\nresponding to the impacts of the COVID-19 pandemic.\nIn March 2020, we announced the suspension of production at our manufacturing facilities in Europe and the Americas due to the COVID-19 pandemic. Production was suspended or significantly limited at most of our manufacturing facilities around the world during parts of the first half of 2020. During the second quarter of 2020, we completed a phased restart of most of our manufacturing facilities. Most of our factories returned to full capacity by the end of the third quarter and remained at full capacity during the fourth quarter. Our decisions to change production levels in the future will be based on an evaluation of market demand signals, inventory and supply levels, as well as our ability to continue to safeguard the health of our associates. During 2021, we may experience unexpected delays or obstacles, such as disruptions in our supply chain or government mandates, that may hamper our ability to achieve planned production levels. Further, we will not be able to operate at optimal levels of efficiency given new work rules and procedures that were implemented to protect our associates and increased absenteeism as a result of community spread of COVID-19. Any suspension of production at our manufacturing facilities, or difficulties or inefficiencies in resuming or increasing production, is likely to adversely impact our future results of operations, financial condition and liquidity, and that impact may be material.\nOur primary sources of liquidity are cash generated from our operating and financing activities. Our cash flows from operating activities are driven primarily by our operating results and changes in our working capital requirements and our cash flows from financing activities are dependent upon our ability to access credit or other capital. If the COVID-19 pandemic continues for an extended peri", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 42582_2020.htm (CIK: 42582, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02220", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk\n(Dollar amounts in millions, unless otherwise stated)\nMarket risk is the risk that our consolidated financial position and results of operations will be affected by fluctuations in the value of financial instruments. We have significant holdings in financial instruments and are naturally exposed to a variety of market risks. The main market risks we are exposed to include interest rate risk, equity market price risk and credit risk. We do not have material market risk exposure to \"trading\" activities in our Consolidated Financial Statements.\nRisk Management\nAs a financial services company offering retirement products and services, taking measured risks is part of our business. As part of our effort to ensure measured risk taking, we have integrated risk management in our daily business activities and strategic planning.\nWe place a high priority on risk management and risk control. We have comprehensive risk management and control procedures in place, which are integrated with our affiliates. We have established an integrated risk management function together with our affiliates with responsibility for the formulation of our risk appetite, strategies, policies and limits. The risk management function is also responsible for monitoring our overall market risk exposures and provides review, oversight and support functions on risk-related issues.\nOur risk appetite is aligned with how our business is managed and anticipates future regulatory developments. In particular, our risk appetite is aligned with regulatory capital requirements as well as metrics that are aligned with various ratings agency models.\nOur risk governance and control systems enable us to identify, control, monitor and aggregate risks and provide assurance that risks are being measured, monitored and reported adequately and effectively. To promote measured risk taking, we have integrated risk management with our business activities and strategic planning.\nWe have implemented several limit structures to manage risk. Examples include, but are not limited to, the following:\n\u2022At-risk limits on sensitivities of earnings and regulatory capital;\n\u2022Duration and convexity mismatch limits;\n\u2022Liquidity limits;\n\u2022Credit risk limits;\n\u2022Mortality concentration limits;\n\u2022Catastrophe and mortality exposure retention limits for our insurance risk; and\n\u2022Investment and derivative guidelines.\nWe are also subject to cash flow stress testing pursuant to regulatory requirements. This analysis measures the effect of changes in interest rate assumptions on asset and liability cash flows. The analysis includes the effects of:\n\u2022the timing and amount of redemptions and prepayments in our asset portfolio;\n\u2022our derivative portfolio;\n\u2022death benefits and other claims payable under the terms of our insurance products;\n\u2022lapses and surrenders in our insurance products;\n\u2022minimum interest guarantees in our insurance products; and\n\u2022book value guarantees in our insurance products.\nWe evaluate any shortfalls that our cash flow testing reveals and if needed increase statutory reserves or adjust portfolio management strategies.\nDerivatives are financial instruments for which values are derived from interest rates, foreign currency exchange rates, financial indices, or other prices of securities or commodities. Derivatives include swaps, futures, options and forward contracts. Under U.S. insurance statutes, we may use derivatives to hedge market values or cash flows of assets or liabilities; to replicate cash market instruments; and for certain limited income generating activities. We are generally prohibited from using derivatives for speculative purposes. References below to hedging and hedge programs refer to our process of reducing exposure to various risks. This does not mean that the process necessarily results in hedge accounting treatment for the respective derivative instruments. To qualify for hedge accounting treatment, a derivative", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 837010_2020.htm (CIK: 837010, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02221", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\nGeneral\nThe following discussion is intended to provide information to facilitate the understanding and assessment of the consolidated financial condition and results of operations of the Bancorp and its subsidiaries. It should be read in conjunction with this Annual Report and the audited Consolidated Financial Statements and Notes appearing elsewhere in this Annual Report. The following discussion and analysis of our financial condition and results of operations contains forward-looking statements. These statements are based on current expectations and assumptions, which are subject to risks and uncertainties. See \u201cForward-Looking Statements\u201d and \"Risk Factors Summary.\" Actual results could differ materially because of various factors, including but not limited to those discussed in \u201cRisk Factors,\u201d under Part I, Item 1A of this Annual Report.\nThe Bank offers a wide range of financial services. As of the filing date of this report, the Bank operates 25 branches in Southern California, 13 branches in Northern California, 10 branches in New York State, four branches in Washington State, three branches in Illinois, two branches in Texas, one branch in Maryland, Massachusetts, Nevada, and New Jersey, one branch in Hong Kong, and a representative office in Beijing, in Shanghai, and in Taipei. The Bank is a commercial bank, servicing primarily individuals, professionals, and small to medium-sized businesses in the local markets in which its branches are located.\nThe financial information presented herein includes the accounts of the Bancorp, its subsidiaries, including the Bank, and the Bank\u2019s consolidated subsidiaries. All material transactions between these entities are eliminated.\nCritical Accounting Policies\nThe discussion and analysis of our financial condition and results of operations are based upon our Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of the Consolidated Financial Statements requires management to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities at the date of our Consolidated Financial Statements. Actual results may differ from these estimates under different assumptions or conditions.\nCertain accounting policies that are fundamental to understanding our financial condition and results of operations involve significant judgments and assumptions by management that have a material impact on the carrying value of certain assets and liabilities. Management considers such accounting policies to be critical accounting policies. The judgments and assumptions used by management are based on historical experience and other factors that are believed to be reasonable under the circumstances.\nManagement believes the following are critical accounting policies that require the most significant judgments and estimates used in the preparation of the Consolidated Financial Statements:\nAllowance for Credit Losses\nThe determination of the amount of the provision for credit losses charged to operations reflects management\u2019s current judgment about the credit quality of the loan portfolio and takes into consideration changes in lending policies and procedures, changes in economic and business conditions, changes in the nature and volume of the portfolio and in the terms of loans, changes in the experience, ability, and depth of lending management, changes in the volume and severity of past due, non-accrual, and adversely classified or graded loans, changes in the quality of the loan review system, changes in the value of underlying collateral for collateral-dependent loans, the existence and effect of any concentrations of credit and the effect of competition, legal and regulatory requirements, a", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 861842_2020.htm (CIK: 861842, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02222", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data\n\ufeff\nThe following tables include selected financial data derived from the audited consolidated financial statements of the Company for the years ended and as of December 31, 2020, 2019 and 2018. This data should be read in conjunction with \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d and our financial statements and the related notes thereto included elsewhere in this report.\n\ufeff\nWe evaluate our insurance operations by monitoring certain key measures of growth and profitability. In addition to GAAP measures, we utilize certain non-GAAP financial measures that we believe are valuable in managing our business and for providing comparisons to our peers. These non-GAAP measures are loss and settlement expense ratios, expense ratios and combined ratios, written premiums, and net written premiums to statutory surplus ratio.\n\ufeff\nThese historical results are not necessarily indicative of future results.\n\ufeff\n\ufeff\n~ 41 ~\n\ufeff\n\ufeff\n\ufeff\n\ufeff\n\ufeff\n\ufeff\n\ufeff\n\ufeff\n~ 42 ~\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1681903_2020.htm (CIK: 1681903, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02223", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7.\nMANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (unaudited)\nThe following discussion and analysis should be read in conjunction with the accompanying financial statements of Resource REIT, Inc. (f/k/a Resource Real Estate Opportunity REIT II, Inc.) and the notes thereto appearing elsewhere in this report. Statements contained in this \u201cManagement's Discussion and Analysis of Financial Condition and Results of Operations\u201d that are not historical facts may be forward-looking statements. See also \u201cForward-Looking Statements\u201d preceding Part I.\nWe have omitted discussion of the earliest of the three years covered by our consolidated financial statements presented in this report because that disclosure was previously included in our Annual Report on Form 10-K for fiscal 2019, filed with the SEC on March 20, 2020. You are encouraged to reference Part II, Item 7, within that report, for a discussion of our financial condition and result of operations for fiscal 2019 compared to fiscal 2018.\nOverview\nWe are a Maryland corporation that invests in multifamily assets across the entire spectrum of investments in order to provide investors with growing cash flow and increasing asset values. We were formed on September 28, 2012. We commenced active real estate operations on June 4, 2014 with the acquisition of our first multi-family property. We have acquired and may continue to acquire underperforming multifamily rental properties which we will renovate and optimize in order to increase rents, and, to a lesser extent, acquire or originate commercial real estate debt secured by apartments. We may make adjustments to our target portfolio based on real estate market conditions and investment opportunities. We will not forego a good investment because it does not fit within our targeted asset class or portfolio composition. We commenced the public offering of our common stock in February 2014 and terminated the primary portion of the offering in February 2016. We describe this offering in \u201cLiquidity and Capital Resources,\u201d below.\nAs of January 28, 2021, when we acquired Resource Real Estate Opportunity REIT I, Inc. (\u201cREIT I\u201d) and its subsidiaries, including the entities that provide our advisory, asset and property management services, we are a self-managed REIT and have 43 employees. Prior to our acquisition of REIT I, we were externally advised by Resource Real Estate Opportunity Advisor II, LLC (our \u201cAdvisor\u201d) pursuant to an advisory agreement initially entered in February 2014. Upon acquisition of REIT I and Resource Apartment REIT III, Inc. (\u201cREIT III\u201d) and their respective subsidiaries, we owned 51 properties in 15 states, comprising a total of 14,995 multifamily units.\nThrough a series of transactions which we refer to as the \u201cSelf-Management Transaction,\u201d REIT I acquired our Advisor and Manager on September 8, 2020 from C-III Capital Partners, LLC (\u201cC-III\u201d) and its affiliates. Previously, our Advisor was an indirect wholly-owned subsidiary of Resource America, Inc. (\u201cRAI\u201d), our initial sponsor and a wholly-owned subsidiary of C-III.\nMergers with Resource Real Estate Opportunity REIT, Inc. and Resource Apartment REIT III, Inc.\nOn September 8, 2020, we entered into merger agreements (as described herein) to acquire each of REIT I and REIT III in stock-for-stock transactions whereby each of REIT I and REIT III were to be merged into our wholly owned subsidiary. The REIT I Merger (as defined below) and the REIT III Merger (as defined below) are referred to collectively herein as the Mergers. Each of the Mergers was intended to qualify as a \u201creorganization\u201d under, and within the meaning of, Section 368(a) of the Internal Revenue Code of 1986, as amended. The Mergers were effective as of January 28, 2021.\nREIT I Merger\nOn September 8, 2020, we, RRE Opportunity OP II, LP, our operating partnership (\u201cOP II\u201d), Revolution I Merger Sub, LLC, our wholly-owned subsidiary (\u201cMerger Sub I\u201d), REIT I, and Reso", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: irs, internal revenue. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02224", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nReport of Independent Registered Public Accounting Firm\nTo the Shareholders and the Board of Directors of PROG Holdings, Inc.\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheets of PROG Holdings, Inc. (the Company) as of December 31, 2020 and 2019, the related consolidated statements of earnings, comprehensive income, shareholders' equity and cash flows for each of the three years in the period ended December 31, 2020, and the related notes (collectively referred to as the \u201cconsolidated financial statements\u201d). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with U.S. generally accepted accounting principles.\nWe also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 25, 2021 expressed an unqualified opinion thereon.\nBasis for Opinion\nThese financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company\u2019s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\nCritical Audit Matters\nThe critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.\nValuation of the allowance for loan losses\nDescription of the MatterAs of December 31, 2020, the allowance for loan losses (ALL) was $42.1 million. As discussed in Note 1 and Note 6 to the consolidated financial statements, management records the ALL to estimate probable lifetime losses that are expected in the loan portfolio for the Vive segment. In determining the estimate, management utilizes quantitative factors such as actual historical loss experience and incorporates observable and forecasted macroeconomic data such a", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1808834_2020.htm (CIK: 1808834, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02225", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data.\nMIMECAST LIMITED\nINDEX TO CONSOLIDATED FINANCIAL STATEMENTS\nPage\nReport of Independent Registered Public Accounting Firm\nConsolidated Balance Sheets as of March 31, 2020 and 2019\nConsolidated Statements of Operations for the Years Ended March 31, 2020, 2019 and 2018\nConsolidated Statements of Comprehensive Loss for the Years Ended March 31, 2020, 2019 and 2018\nConsolidated Statements of Shareholders\u2019 Equity for the Years Ended March 31, 2020, 2019 and 2018\nConsolidated Statements of Cash Flows for the Years Ended March 31, 2020, 2019 and 2018\nNotes to Consolidated Financial Statements\nReport of Independent Registered Public Accounting Firm\nTo the Shareholders and the Board of Directors of Mimecast Limited\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheets of Mimecast Limited (the Company) as of March 31, 2020 and 2019, the related consolidated statements of operations, comprehensive loss, shareholders\u2019 equity and cash flows for each of the three years in the period ended March 31, 2020, and the related notes (collectively referred to as the \u201cconsolidated financial statements\u201d). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at March 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended March 31, 2020, in conformity with U.S. generally accepted accounting principles.\nWe also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company\u2019s internal control over financial reporting as of March 31, 2020, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated May 22, 2020 expressed an unqualified opinion thereon.\nAdoption of ASU No. 2016-02 and ASU No. 2014-09\nAs discussed in Note 2 to the consolidated financial statements, the Company changed its method of accounting for leases in 2020 due to the adoption of Accounting Standards Update (ASU) No. 2016-02, Leases (Topic 842), and the related amendments.\nAs discussed in Note 2 to the consolidated financial statements, the Company changed its method of accounting for revenue in 2019 due to the adoption of ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), and the related amendments.\nBasis for Opinion\nThese financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\nCritical Audit Matters\nThe critical audit matters communicated below are matters arising from the current period audit of the financial st", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1644675_2020.htm (CIK: 1644675, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02226", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7.\nMANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.\nThe following discussion of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and the notes to those statements that are included elsewhere in this report. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under the Risk Factors, Cautionary Notice Regarding Forward-Looking Statements and Business sections in this report. We use words such as \u201canticipate,\u201d \u201cestimate,\u201d \u201cplan,\u201d \u201cproject,\u201d \u201ccontinuing,\u201d \u201congoing,\u201d \u201cexpect,\u201d \u201cbelieve,\u201d \u201cintend,\u201d \u201cmay,\u201d \u201cwill,\u201d \u201cshould,\u201d \u201ccould,\u201d and similar expressions to identify forward-looking statements. Our future operating results, however, are impossible to predict and no guaranty or warranty is to be inferred from those forward-looking statements.\nOverview\ncbdMD owns and operates the nationally recognized CBD brands cbdMD and Paw CBD. Our cbdMD brand of products includes over 100 SKUs of high-grade, premium CBD products, including CBD tinctures, CBD gummies, CBD topicals, CBD capsules, CBD bath bombs, CBD bath salts, and CBD sleep aids, and Our Paw CBD brand of products includes over 49 SKUs of veterinarian-formulated products including tinctures, chews, and topicals in varying strengths and formulas.\nFiscal 2019 was a transformative year for our company as we acquired the cbdMD brand, launched our Paw CBD brand, invested heavily in efforts to build our brand recognition, expanded the CBD product line, expanded our sales channels, and invested in human and technology infrastructure to build our current operations and support expected growth. In fiscal 2020, our focus was on continuing growth of market share and brand recognition, expanding our product offerings and sales channels and executing what we believe to be a fundamentally sound business model. With the impact of the COVID-19 pandemic, like other businesses, we have had to adjust various aspects of our business as described below. However, throughout fiscal 2020 we believe we were able to stay on course and continue to grow our revenues, increase our market share and brand recognition and move the company closer to positive cash flow. Our business model focuses on two main distribution channels a large direct to consumer e-commerce business and a complimentary B2B wholesale model which has a network of over 6,000 small and midsize brick and mortar retailers. Our e-commerce sales continue to grow as we utilize data to amplify the effectiveness of our touch points with our consumers. Although the COVID-19 pandemic has impacted our wholesale channel, we have continued to add wholesalers and our fourth quarter of fiscal 2020 experienced increased wholesale sales. In addition, during fiscal 2020 cbdMD was added to the NSF International\u2019s dietary supplements Good Manufacturing Practice registration.\nThe Impact of the COVID-19 Pandemic on our Company\nOn March 11, 2020, the World Health Organization declared the COVID-19 outbreak to be a global pandemic. In response to this declaration and the rapid spread of COVID-19 within the United States, federal, state and local governments throughout the country have imposed varying degrees of restrictions on social and commercial activity to promote social distancing in an effort to slow the spread of the illness. These measures have had a significant adverse impact upon many sectors of the economy, including retail commerce.\nIn response to these measures, the \u201cstay at home\u201d order issued by the Governor of the State of North Carolina where our business is located, and for the protection of our employees and customers, we tem", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1644903_2020.htm (CIK: 1644903, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02227", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6 - SELECTED FINANCIAL DATA.\n(1) Each fiscal year represents 52 weeks, except for fiscal 2017 (ended March 3, 2018) which represents 53 weeks.\n(2) The Company acquired Decorist, Inc. on March 6, 2017.\n(3) The Company acquired One Kings Lane, Inc. on June 13, 2016, PersonalizationMall.com, LLC (\"PMall\") on November 23, 2016, and certain assets of Chef Central on January 27, 2017.\n(4) Comparable sales include sales consummated through all retail channels which have been operating for twelve full months following the opening period (typically four to six weeks). Of a Kind was excluded from the comparable sales calculations through the end of the first fiscal half of 2016 and is included beginning with the fiscal third quarter of 2016. PMall is included in the comparable sales calculation beginning in the fourth quarter of fiscal 2017. One Kings Lane, Chef Central and Decorist are included in the comparable sales calculation beginning in the first quarter of fiscal 2018. Linen Holdings is excluded from the comparable sales calculations and will continue to be excluded on an ongoing basis as it represents non-retail activity.\n(5) On July 17, 2014, the Company issued $300 million aggregate principal amount of 3.749% senior unsecured notes due August 1, 2024, $300 million aggregate principal amount of 4.915% senior unsecured notes due August 1, 2034 and $900 million aggregate principal amount of 5.165% senior unsecured notes due August 1, 2044. In fiscal 2018, the Company purchased and retired $4.6 million of senior unsecured notes due August 1, 2024. Amounts shown are net of unamortized deferred financing costs.\n(6) The Company\u2019s Board of Directors declared quarterly dividends of $0.17 per share in each quarter of fiscal 2019, totaling $0.68 per share or approximately $84 million for the fiscal year 2019, $0.16 per share in each quarter of fiscal 2018, totaling $0.64 per share or approximately $89 million for the fiscal year 2018, $0.15 per share in each quarter of fiscal 2017, totaling $0.60 per share or approximately $86 million for the fiscal year 2017 and $0.125 per share in each quarter of fiscal 2016, totaling $0.50 per share or approximately $76 million for the fiscal year 2016. The Company had not declared any cash dividends in any of the fiscal years prior to fiscal 2016 and, as a result of the COVID-19 pandemic, the Company has suspended its quarterly cash dividend payments.\n(7) In fiscal 2019, 2018, 2017, 2016, and 2015, the Company repurchased approximately $0.100 billion, $0.148 billion, $0.252 billion, $0.547 billion, and $1.101 billion of its common stock, respectively.\n(8) Fiscal 2019 operating loss includes non-cash pre-tax goodwill and other impairment charges of $509.2 million. Fiscal 2018 operating loss includes non-cash pre-tax goodwill and other impairment charges of $509.9 million.\n(9) Upon adoption of ASU 2016-02, Leases (Topic 842), at the beginning of the first quarter of fiscal 2019, the Company began including right-of-use assets for all leases in total assets, as the guidance requires an entity to recognize lease liabilities and a right-of-use assets for all leases on the balance sheet. In addition, the balance sheet at the end of fiscal 2019 includes operating lease liabilities. Refer to discussion in Note O, Leases, of the Notes to the Consolidated Financial Statements included herein for further information.\nITEM 7", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 886158_2020.htm (CIK: 886158, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02228", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nInformation required by this item will be contained in the Proxy Statement and is incorporated herein by reference.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1714899_2020.htm (CIK: 1714899, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02229", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nCommodity Price Risk\nWe do not expect any significant effects from commodity price risk.\nInterest Rate Risk\nWe do not anticipate entering into any transactions that would expose us to any direct interest rate risk.\nITEM 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1490161_2020.htm (CIK: 1490161, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02230", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nGeneral\nWe prepared the following discussion and analysis to help readers better understand our financial condition, changes in our financial condition, and results of operations for the fiscal year ended October 31, 2020. This discussion should be read in conjunction with the consolidated financial statements included herewith and notes to the consolidated financial statements thereto and the risk factors contained herein.\nOverview\nHeron Lake BioEnergy, LLC is a Minnesota limited liability company that owns and operates a dry mill corn-based, natural gas fired ethanol plant near Heron Lake, Minnesota.\nOur revenues are derived from the sale and distribution of our ethanol throughout the continental U.S. and in the sale and distribution of our distillers\u2019 grains (DGS) locally, and throughout the continental U.S.\nBased on the criteria set forth in ASC 280, the Company has two reportable operating segments for financial reporting purposes: (1) production of ethanol and related distillers\u2019 grains, corn oil and syrup collectively referred to as ethanol production; and (2) natural gas pipeline distribution and services from the Company\u2019s majority owned subsidiary, Agrinatural.\nBefore intercompany eliminations, revenues from our natural gas pipeline segment represented 3.8% and 3.0% of our total consolidated revenues in the years ended October 31, 2020 and 2019, respectively. After accounting for intercompany eliminations for fees paid by the Company for natural gas transportation services pursuant to our natural gas transportation agreement with Agrinatural, Agrinatural\u2019s revenues represented 1.9% and 1.3% of our consolidated revenues for the fiscal years ended October 31, 2020 and 2019, respectively, and have little to no impact on the overall performance of the Company.\nPlan of Operations For the Next Twelve Months\nThe Company, and the ethanol industry as a whole, experienced significant adverse conditions throughout most of 2019 and 2020 as a result of industry-wide record low ethanol prices due to reduced demand, high industry inventory levels and other effects of the COVID-19 pandemic. These factors resulted in prolonged negative operating margins, significantly lower cash flow from operations and substantial net losses. As a result of these losses, we have realized two adverse consequences. First, as corn prices increased in January 2021, we received margin calls on our corn futures positions on the Chicago Board of Trade. Because we did not have the cash to pay those margin calls, we exited those futures positions and have become unprotected against future price increases. Second, our available working capital and net worth have decreased. As such, we have fallen out of compliance with our loan covenants which requires us to maintain a minimum level of working capital and local net worth. As a result of this loan covenant violation we have reclassified the long-term portion of our bank term debt as a current liability since the bank would retain the right to take adverse action as a result of those violations. If we continue to experience unfavorable operating conditions in the future, we may either have to secure additional debt or equity sources from other sources or idle ethanol production altogether. If CoBank, as the administrative agent for our lender Compeer, seeks to enforce its security interests we may be faced with the prospects of either ceasing operations or seeking Chapter 11 \u201creorganization\u201d bankruptcy protection.\nIf we can satisfy our creditors and remain operating, then over the next twelve months we will continue our focus on operational improvements at our plant. These operational improvements include exploring methods to improve ethanol yield per bushel and increasing production output at our plant, continued emphasis on safety and environmental regulation, reducing our operating costs, and optimizing our margin o", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1286964_2020.htm (CIK: 1286964, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02231", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A.\nRisk Factors\nRisk Factor Summary\nOur business is subject to a number of risks of which you should be aware before making an investment decision. These risks include, but are not limited to, the following:\n\u2022\nMacroeconomic and other factors beyond our control;\n\u2022\nContraction in the global economy or low levels of economic growth;\n\u2022\nThe COVID-19 pandemic and related events, including the various measures implemented or adopted to respond to the pandemic;\n\u2022\nRisks inherent to the timeshare and hospitality industry, including reliance on tourism and travel, and competition within the industry;\n\u2022\nMaterial harm to our business if we breach our license agreement with Hilton or the agreement is terminated;\n\u2022\nOur ability to obtain Hilton\u2019s consent to our use of its trademarks at new properties;\n\u2022\nThe quality and reputation of the Hilton brands and affiliation with the Hilton Honors loyalty program;\n\u2022\nThe ability of our critical marketing programs and activities to generate tour flow and contract sales and increase our revenues;\n\u2022\nFinancial and operational risks related to acquisitions and business ventures, including partnerships or joint ventures;\n\u2022\nOur dependence on development activities and risks related to our real estate investments;\n\u2022\nThe geographic concentration of properties we manage;\n\u2022\nOur current operations and future expansion outside of the United States;\n\u2022\nOur ability to hire, retain and motivate key personnel and our reliance on the services of our management team and employees;\n\u2022\nA decline in developed or acquired VOI inventory or failure to enter into and maintain fee-for service agreements or inability to source VOI inventory or finance sales if we or third-party developers are unable to access capital;\n\u2022\nOur limited underwriting standards and a possible decline in the default rates or other credit metrics underlying our timeshare financing receivables;\n\u2022\nThe expiration, termination or renegotiation of our management agreements;\n\u2022\nDisagreements with VOI owners or HOAs or the failure of HOA boards to collect sufficient fees;\n\u2022\nFailure to keep pace with developments in technology;\n\u2022\nLack of awareness or understanding of and failure to effectively manage our social media;\n\u2022\nCyber-attacks or our failure to maintain the security and integrity of company, employee, customer or third-party data;\n\u2022\nOur ability to comply with a wide variety of laws, regulations and policies, including those applicable to our international operations;\n\u2022\nChanges in privacy laws, tax laws or accounting rules or regulations;\n\u2022\nOur substantial indebtedness and other contractual obligations, restrictions imposed on us by certain of our debt agreements and instruments and our variable rate indebtedness which subjects us to interest rate risk;\n\u2022\nFailure to comply with agreements relating to our outstanding indebtedness;\n\u2022\nOur ability, or the ability of our subsidiaries, to generate sufficient cash to service our indebtedness;\n\u2022\nPotential liabilities related to our spin-off from Hilton, including U.S. federal income tax liabilities, liabilities arising out of state and federal fraudulent conveyance laws and the possible assumption of responsibilities for obligations allocated to Hilton or Park;\n\u2022\nThe sufficiency of any indemnity Hilton or Park is required to provide us and the amount of any indemnity we may be required to provide Hilton or Park related to the period prior to the spin-off;\n\u2022\nThe ability of our board of directors to change corporate policies without stockholder approval;\n\u2022\nAnti-takeover provisions in our organizational documents and Delaware law and consent requirements in our license agreement with Hilton that may deter a potential business combination transaction;\n\u2022\nFluctuation in the market price and trading volume of our common stock; and\n\u2022\nThe actions of activist stockholders.\nThe foregoing is only a summary of our risks. These and other risks are discussed more fully in the section entitled \u201cRisk Factors\u201d in Part I, Item IA ", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax law. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02232", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation.\nThe information required by this item will appear in, and is incorporated by reference from, the sections entitled \"Executive Compensation\", \"Pay Ratio Disclosure\", \"Compensation of Directors\" and \"Compensation Committee Interlocks and Insider Participation\" included in our definitive proxy statement relating to our 2021 annual stockholder meeting. The information required by Item 407(e)(5) of Regulation S-K will appear in and is incorporated by reference from the section entitled \u201cCompensation Committee Report\u201d to be included in our definitive proxy statement relating to our 2021 annual stockholder meeting; however, this information shall not be deemed to be filed.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 927066_2020.htm (CIK: 927066, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02233", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11.\nExecutive Compensation\nSee the sections titled \u201cCompensation Discussion and Analysis,\u201d \u201cEmployment Arrangements Including Change in Control,\u201d \u201cRisk Assessment of Compensation Practices,\u201d \u201cCEO Pay Ratio,\u201d \u201cCompensation Committee Interlocks and Insider Participation,\u201d and \u201cCompensation Committee Report on Executive Compensation\u201d of the Proxy Statement, which are incorporated herein by reference.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 69488_2020.htm (CIK: 69488, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02234", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors.\nThe following are certain factors that could cause the Company\u2019s actual results to differ materially from those referred to or implied in any forward-looking statement. These are in addition to the risks and uncertainties discussed elsewhere in this Form 10-K and the Company\u2019s other filings with the SEC.\nRisks Related to the COVID-19 Pandemic\nThe ongoing COVID-19 pandemic and the measures implemented in response intended to prevent its spread have adversely affected, and are likely to continue to adversely affect, our customers, employees, and third-parties with which we conduct business, which has consequently affected our business, results of operations and financial condition, the ultimate impact of which will depend on future developments that are highly uncertain and are difficult to predict at this time, but could be significant.\nThe outbreak of COVID-19 in Wuhan, China and its rapid spread has caused global disruption in the financial markets and our primary market is increasingly threatened by the continued spread of this virus. The ultimate impact of COVID-19 is uncertain at this time, but the known effects of, and risks posed by, the pandemic on our business, results of operations and financial condition are discussed below.\nIn response to public health concerns resulting from the pandemic, governments around the world have implemented a variety of precautionary measures to reduce the spread of COVID-19, including travel restrictions and bans, instructions to residents to practice social distancing, quarantine advisories, shelter-in-place orders and required closures of non-essential businesses. These government mandates have forced many of our customers and vendors, which are primarily located in northern and central New Jersey, communities along the New Jersey shore and the New York City metropolitan area, to seek government support in order to continue operating, to curtail drastically their service offerings or to cease operations entirely.\nIn addition, these measures have negatively affected, and may further affect, consumer sentiment and discretionary spending patterns, economies and financial markets, and our workforce, operations and customers. Among other measures, we have implemented a work-from-home policy for our employees whose jobs can be performed remotely, provided employees who are not working remotely with appropriate protective equipment and supplies, adjusted branch hours and temporarily closed all of our branch lobbies, except on an appointment only basis. However, in mid-June we re-opened the interior access to all of our branch offices to customers. These changes in our operations in response to COVID-19 have impacted the way that we operate and conduct business, and have resulted in inefficiencies or delays, including additional costs related to business\ncontinuity initiatives, employees working remotely or teleconferencing technologies. The pandemic and widespread responses thereto have also caused significant volatility in financial markets, including the market price of our common stock.\nThe known consequences of and responses to the pandemic, including the public health problems resulting from COVID-19 and precautionary measures instituted by governments and businesses to mitigate its spread, particularly in our primary market areas, have raised the prospect of an extended global recession, which would adversely impact the businesses of our customers, clients, counterparties and service providers, as well as other market participants, and could further disrupt our operations. Other known impacts and anticipated risks of the COVID-19 pandemic include, but are not limited to, the following:\na.We primarily operate in northern and central New Jersey, communities along the New Jersey shore and the New York City metropolitan area, which are among some of the most affected areas in the U.S. and, accordingly, are the most likely geographies to remain subject to governmental ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1141807_2020.htm (CIK: 1141807, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02235", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. Risk Factors\nThe following important factors, and the important factors described elsewhere in this report or in our other filings with the SEC, could affect (and in some cases have affected) our results and could cause our results to be materially different from estimates or expectations. Other risks and uncertainties may also affect our results or operations adversely. The following and these other risks could materially and adversely affect our business, operations, results or financial condition.\nRisks Relating to our Business\nLimited Operating History\nWe are an early stage company that has generated minimal revenues and, we have a limited operating history upon which our business and future prospects may be evaluated. To date, we have suffered recurring losses from operations and have an accumulated deficit of approximately $16,132,326 as of December 31, 2020. We are subject to all of the business risks and uncertainties associated with any new business enterprise, including the risk that we will not achieve our operating goals. In order for us to meet future operating requirements, we will need to successfully grow, harvest and sell our cannabis products. Until such time as we are able to fund our business from operations, we will be required to raise funds through various sources, including the sale of equity and debt securities, Failure to generate cash from operations and to reach profitability may adversely affect our success.\nChange of Cannabis Laws, Regulations and Guidelines\nCannabis laws and regulations are dynamic and subject to evolving interpretations which could require us to incur substantial costs associated with compliance or alter certain aspects of our business plan. Regulations may be enacted in the future that will be directly applicable to certain aspects of our businesses. We cannot predict the nature of any future laws, regulations, interpretations or applications, nor can we determine what effect additional governmental regulations or administrative policies and procedures, when and if promulgated, could have on our business. Management expects that the legislative and regulatory environment in the cannabis industry in Colombia and internationally will continue to be dynamic and will require innovative solutions to try to comply with this changing legal landscape in this nascent industry for the foreseeable future. Compliance with any such legislation may have a material adverse effect on our business, financial condition and results of operations.\nPublic opinion can also exert a significant influence over the regulation of the cannabis industry. A negative shift in the public\u2019s perception of the cannabis industry could affect future legislation or regulation in different jurisdictions.\nReliance on Colombian Licenses, Authorizations and Quotas\nOur ability to import seeds, grow, store and sell cannabis and hemp in Colombia or internationally is dependent on our ability to sustain and/or obtain the necessary licenses and authorizations by certain authorities in Colombia and/or the importing jurisdiction. The licenses and authorizations are subject to ongoing compliance and reporting requirements and our ability to obtain, sustain or renew any such licenses and authorizations on acceptable terms is subject to changes in regulations and policies and to the discretion of the applicable authorities or other governmental agencies in foreign jurisdictions. Failure to comply with the requirements of the licenses or authorizations or any failure to maintain the licenses or authorizations would have a material adverse impact on our business, financial condition and operating results. In addition, Colombian regulators limit the cultivation and sale of psychoactive cannabis by Quotas issued on an annual basis to licensed producers.\nAlthough we believe that we will meet the requirements to obtain, sustain or renew the necessary licenses and authorizations, there can be no guarantee that the applicable a", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1622244_2020.htm (CIK: 1622244, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02236", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nYou should carefully consider the following risks in evaluating our company and our common shares. If any of the following risks were to occur, our business, prospects, financial condition, results of operations, cash flow and the ability to make distributions to our shareholders could be materially and adversely affected, which we refer herein collectively as a \"material adverse effect on us,\" the per share trading price of our common shares could decline significantly, and you could lose all or a part of your investment. Some statements in this Form 10-K, including statements in the following risk factors, constitute forward-looking statements. Refer to the section entitled \"Cautionary Statement Concerning Forward-Looking Statements\" for additional information regarding these forward-looking statements.\nRisks Related to COVID-19\nCOVID-19 has significantly impacted and disrupted our business, is expected to continue to significantly impact and cause disruption to, our business, financial performance and condition, operating results and cash flows, and such impacts and disruptions could have a material adverse effect on us. Future outbreaks of highly infectious or contagious diseases or other public health crises could have adverse effects on our business.\nSince late February 2020, we have experienced additional cleaning and sanitation costs, reduced revenue from commercial parking, failures by some of our residential and commercial and many of our retail tenants to pay rent, combined with the inability to pursue our rights against many of those tenants due to governmental suspensions of evictions and late fees. Additional factors that could negatively impact our ability to successfully operate during or following COVID-19 or another pandemic, or that have otherwise significantly adversely impacted and disrupted our business, financial performance and condition, operating results and cash flows, or otherwise adversely impact our shareholders and may continue to do so include:\n\u25cfProperty rental income, our primary source of operating cash flow, depends on occupancy levels and rental rates, as well as our tenants' ability and willingness to pay rent, and our ability to continue to collect rents, on a timely basis or at all, without reductions or other concessions, in our commercial and multifamily properties. For the three months ended December 31, 2020, 1.5% on a consolidated basis and 1.4% at our share of our commercial office tenants, 1.4% on a consolidated basis and 1.3% at our share of our multifamily tenants, and 25.7% of our retail tenants on a consolidated basis and 27.4% at our share had not yet paid their rent for the months of October through December 2020. Our rent collections for January 2021 kept pace with our fourth quarter of 2020 rent collections;\n\u25cfDuring the fourth quarter of 2020, we believe the impact of COVID-19 reduced our NOI by $15.1 million, comprising $3.7 million of reserves and rent deferrals for office and retail tenants, a $5.8 million decline in NOI in our same store multifamily assets, a $3.9 million decline in parking revenue, and a $1.7 million decline in NOI from the Crystal City Marriott. The decreased income from the Crystal City Marriott hotel in National Landing was due to its temporary closure and lower occupancy. The hotel closed in late-March 2020 and reopened in mid-June 2020. NOI from this asset decreased $3.8 million for the year ended December 31, 2020 compared to 2019.\n\u25cfWe have experienced and continue to experience decreased property rental revenue due to deferral of rent for tenants that were placed on the cash basis of accounting and increases in uncollectable operating lease receivables. Property rental income may be reduced or eliminated due to delays in enforcing our rights as landlord, including the inability to evict tenants that fail to pay rent, new federal and state governmental regulations related to the pandemic or otherwise. As a result, we may inc", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1689796_2020.htm (CIK: 1689796, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02237", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7.Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nThis discussion and analysis reflects our consolidated financial statements and other relevant statistical data, and is intended to enhance your understanding of our financial condition and results of operations. The information in this section has been derived from the consolidated financial statements, which appear elsewhere in this Annual Report on Form 10-K. You should read the information in this section in conjunction with the other business and financial information provided in this Annual Report on Form 10-K.\nOverview\nNet Interest Income. Our primary source of income is net interest income. Net interest income is the difference between interest income, which is the income we earn on our loans and investments, and interest expense, which is the interest we pay on our deposits and borrowings.\nProvision for Loan Losses. The allowance for loan losses is a valuation allowance for probable incurred credit losses. The allowance for loan losses is increased through charges to the provision for loan losses. Loans are charged against the allowance when management believes that the collectability of the principal loan amount is not probable. Recoveries on loans previously charged-off, if any, are credited to the allowance for loan losses when realized.\nNon-interest Income. Our primary sources of non-interest income are banking fees and service charges, net gains in cash surrender value of bank-owned life insurance and miscellaneous income.\nNon-Interest Expenses. Our non-interest expenses consist of salaries and employee benefits, net occupancy and equipment, data processing, federal deposit insurance premiums, advertising, directors fees, professional fees and other general and administrative expenses.\nSalaries and employee benefits consist primarily of salaries and wages paid to our employees, payroll taxes, and expenses for worker\u2019s compensation and disability insurance, health insurance, retirement plans, our employee stock ownership plan and other employee benefits, as well as other incentives.\nOccupancy and equipment expenses, which are the fixed and variable costs of buildings and equipment, consist primarily of depreciation charges, rental expenses, furniture and equipment expenses, maintenance, real estate taxes and costs of utilities. Depreciation of premises and equipment is computed using a straight-line method based on the estimated useful lives of the related assets or the expected lease terms, if shorter.\nFederal deposit insurance premiums are payments we make to the Federal Deposit Insurance Corporation for insurance of our deposit accounts.\nData processing expenses are fees we pay to third parties for use of their software and for processing customer information, deposits and loans.\nAdvertising includes most marketing expenses including multi-media advertising (public and in-store), promotional events and materials, civic and sales focused memberships, and community support.\nProfessional fees include legal, accounting, auditing, risk management and payroll processing expenses.\nDirectors fees consist of the fees we pay to our directors for their service on our board of directors, as well as the costs associated with the directors\u2019 retirement plan.\nOther expenses include expenses for office supplies, postage, telephone, insurance and other miscellaneous operating expenses.\nIncome Tax Expense. Our income tax expense is the total of the current year income tax due or refundable and the change in deferred tax assets and liabilities. Deferred tax assets and liabilities are the expected future tax amounts for the temporary differences between the carrying amounts and the tax basis of assets and liabilities, computed using enacted tax rates. A valuation allowance, if needed, reduces deferred tax assets to the amounts expected to be realized.\nBusiness Strategy\nOur business strategy is to operate as a well-capitalized and profitable", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax expense, deferred tax, tax rate. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02238", "source": "edgar", "source_license": "public_domain", "text": "Item 6.\nSELECTED FINANCIAL DATA\nThe following selected consolidated financial information has been derived from our audited Consolidated Financial Statements. The data should be read in conjunction with our Consolidated Financial Statements and the notes thereto, and Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations included elsewhere herein.\n(1)\nFiscal 2019 was a 52-week period. Included in the results for fiscal 2019 is $2.0 million in net sales related to the recognition of deferred revenue due to changes in our STASH loyalty program estimated redemption rate.\n(2)\nFiscal 2018 was a 52-week period. Included in the results for fiscal 2018 is $8.7 million in benefit from the impact of U.S. federal tax legislation.\n(3)\nFiscal 2017 was a 53-week period. All other fiscal year presented are 52-week periods. Included in the results for fiscal 2017 is $10.3 million of net sales related to the additional week in the 53-week fiscal year, $3.8 million in net sales related to the recognition of deferred revenue due to changes in our STASH loyalty program estimated redemption rate and $3.4 million in our provision for income taxes due to a valuation allowance against our deferred tax assets in Austria.\n(4)\nFiscal 2016 was a 52-week period.\n(5)\nFiscal 2015 was a 52-week period. Included in the results for fiscal 2015 is $1.2 million for the exit costs associated with the closure of our Kansas fulfillment center, $0.6 million for the expense associated with the incentive payments in conjunction with our acquisition of Blue Tomato and an expense of $0.9 million of amortization of intangible assets.\n(6)\nIncluded in the total assets for fiscal 2019 includes the impact of the adoption of ASC 842, which requires the recognition of assets and liabilities arising from lease transactions on the balance sheet. See Note 2, \u201cSummary of Significant Accounting Policies\u201d in the Notes to Consolidated Financial Statements found in Part IV Item 15 of this Form 10-K, for information of the impact of the adoption of the new leasing standard.\n(7)\nSee \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations-General\u201d for more information about how we compute comparable sales.\n(8)\nNet sales per store represents net sales, including ecommerce sales, for the period divided by the average number of stores open during the period. For purposes of this calculation, the average number of stores open during the period is equal to the sum of the number of stores open as of the end of each month during the fiscal year divided by the number of months in the fiscal year.\n(9)\nTotal store square footage includes retail selling, storage and back office space at the end of the fiscal year.\n(10)\nAverage square footage per store is calculated based on the total store square footage at the end of the fiscal year, including retail selling, storage and back office space, of all stores open at the end of the fiscal year.\n(11)\nNet sales per square foot represents net sales, including ecommerce sales, for the period divided by the average square footage of stores open during the period. For purposes of this calculation, the average square footage of stores open during the period is equal to the sum of the total square footage of the stores open as of the end of each month during the fiscal year divided by the number of months in the fiscal year.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, deferred tax. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02239", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nThe statements in this section describe the most significant risks that could materially and adversely affect our business, consolidated financial condition and consolidated results of operation and the trading price of our debt or equity securities.\nIn addition, this section sets forth statements which constitute our cautionary statements under the Private Securities Litigation Reform Act of 1995.\nThis Annual Report on Form 10-K contains forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides a safe harbor from civil litigation for forward-looking statements. Forward-looking statements may be identified by words such as \u201cestimates,\u201d \u201canticipates,\u201d \u201cpredicts,\u201d \u201cprojects,\u201d \u201cplans,\u201d \u201cexpects,\u201d \u201cintends,\u201d \u201ctarget,\u201d \u201cforecast,\u201d \u201cbelieves,\u201d \u201cseeks,\u201d \u201ccould,\u201d \u201cshould,\u201d \u201cmay\u201d and \u201cwill\u201d or the negative versions thereof and similar words, terms and expressions and by the context in which they are used. Such statements are based upon current expectations of Cintas and speak only as of the date made. You should not place undue reliance on any forward-looking statement. We cannot guarantee that any forward-looking statement will be realized. These statements are subject to various risks, uncertainties, potentially inaccurate assumptions and other factors that could cause actual results to differ from those set forth in or implied by this Annual Report. Factors that might cause such a difference include, but are not limited to, the possibility of greater than anticipated operating costs including energy and fuel costs; lower sales volumes; loss of customers due to outsourcing trends; the performance and costs of integration of acquisitions; fluctuations in costs of materials and labor including increased medical costs; costs and possible effects of union organizing activities; failure to comply with government regulations concerning employment discrimination, employee pay and benefits and employee health and safety; the effect on operations of exchange rate fluctuations, tariffs and other political, economic and regulatory risks; uncertainties regarding any existing or newly-discovered expenses and liabilities related to environmental compliance and remediation; the cost, results and ongoing assessment of internal controls for financial reporting required by the Sarbanes-Oxley Act of 2002; the effect of new accounting pronouncements; disruptions caused by the inaccessibility of computer systems data, including cybersecurity risks; the initiation or outcome of litigation, investigations or other proceedings; higher assumed sourcing or distribution costs of products; the disruption of operations from catastrophic or extraordinary events including viral pandemics such as the COVID-19 coronavirus; the amount and timing of repurchases of our common stock, if any; changes in federal and state tax and labor laws; and the reactions of competitors in terms of price and service. Cintas undertakes no obligation to publicly release any revisions to any forward-looking statements or to otherwise update any forward-looking statements whether as a result of new information or to reflect events, circumstances or any other unanticipated developments arising after the date on which such statements are made, except otherwise as required by law. The risks and uncertainties described herein are not the only ones we may face. Additional risks and uncertainties presently not known to us or that we currently believe to be immaterial may also harm our business.\nNegative global economic factors, including the COVID-19 pandemic, may adversely affect our financial performance.\nNegative economic conditions, in North America and our other markets, may adversely affect our financial performance. Higher levels of unemployment, inflation, tax rates and other changes in tax laws and other economic factors could adversely affect the demand for Cintas\u2019 products and services. Increases in labor costs, including the cost", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: tax rate, tax law. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02240", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nWe are exposed to changes in interest rates and foreign currency exchange rates because we finance certain operations through fixed and variable rate debt instruments and denominate our transactions in a variety of foreign currencies. We are also exposed to changes in the prices of certain commodities that we use in production. Changes in these rates and commodity prices may have an impact on future cash flows and earnings.\nWe manage these risks through normal operating and financing activities and, when deemed appropriate, through the use of derivative financial instruments. We do not enter into derivative financial instruments for trading or speculative purposes.\nBy using derivative instruments, we are subject to credit and market risk. The fair market value of the derivative instruments is determined by using valuation models whose inputs are derived using market observable inputs, including interest rate yield curves, as well as foreign exchange and commodity spot and forward rates, and reflects the asset or liability position as of the end of each reporting period. When the fair value of a derivative contract is positive, the counterparty owes us, thus creating a receivable risk for us. We are exposed to counterparty credit risk in the event of non-performance by counterparties to our derivative agreements. We minimize counterparty credit (or repayment) risk by entering into transactions with major financial institutions of investment grade credit rating.\nOur exposure to market risk is not hedged in a manner that completely eliminates the effects of changing market conditions on earnings or cash flow.\nInterest rate risk\nWe are subject to interest rate market risk in connection with our borrowings. A one-eighth percent change in the applicable interest rate for borrowings under the Senior Secured Credit Facilities (assuming the Revolving Credit Facility is undrawn) would have an annual impact of approximately $0.9 million on cash interest expense considering the impact of our hedging positions currently in place.\nWe selectively use derivative instruments to reduce market risk associated with changes in interest rates. The use of derivatives is intended for hedging purposes only and we do not enter into derivative instruments for speculative purposes.\nFor further detail on our use of derivative instruments, see Note 19 to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K.\nForeign exchange rates risk\nWe are exposed to foreign currency exchange risk by virtue of the translation of our international operations from local currencies into the U.S. Dollar. The majority of our net sales for the years ended December 31, 2020, 2019 and 2018 were from operations outside the United States. At December 31, 2020 and 2019, the accumulated other comprehensive loss account on the consolidated balance sheets included a cumulative translation loss of $282.0 million and $297.0 million, respectively. A hypothetical 10% increase in the value of the U.S. Dollar relative to all foreign currencies would have increased the cumulative translation loss by $199.9 million. This sensitivity analysis is inherently limited as it assumes that rates of multiple foreign currencies are moving in the same direction relative to the value of the U.S. Dollar.\nUncertainty in the global market conditions has resulted in, and may continue to cause, significant volatility in foreign currency exchange rates which could increase these risks.\nIn the majority of our jurisdictions, we earn revenue and incur costs in the local currency of such jurisdiction. We earn significant revenues and incur significant costs in foreign currencies including the Euro, Mexican Peso, Brazilian Real and the Chinese Renminbi. As a result, movements in exchange rates could cause our revenues and expenses to materially fluctuate, impacting our future profitability and cash flows. Our ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1616862_2020.htm (CIK: 1616862, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02241", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\nOverview\nScanSource is at the center of the technological solution delivery channel, connecting businesses and institutions and providing solutions for their complex needs. We provide technology solutions and services from leading suppliers of mobility and barcode, point-of-sale (POS), payments, physical security, unified communications and collaboration, telecom and cloud services to our customers. We serve approximately 30,000 customers located in the United States, Canada, Brazil, the UK and Europe and provide solutions and services from approximately 500 technology suppliers.\nWe operate our business under a management structure that enhances our technology market focus and growth strategy. We segment our business into two technology-focused areas that each operate in the United States, Canada, Brazil, and the UK:\n\u2022Worldwide Barcode, Networking & Security\n\u2022Worldwide Communications & Services\nWe sell products to the United States and Canada from our facilities located in Mississippi, California and Kentucky; into Brazil primarily from facilities located in the Brazilian states of Paran\u00e1, Esp\u00edrito Santo and Santa Catarina. Some of our digital products and services are provided from our CASCADE platform. We also have drop-shipment arrangements with some of our suppliers, which allow us to offer products to customers without taking physical delivery at our facilities.\nOur key suppliers include 8x8, ACC Business, AT&T, Aruba/HPE, Axis, AudioCodes, Avaya, Barco, Bematech, CenturyLink, Cisco, Comcast Business, Datalogic, Dell, Dialogic, Elo, Epson, Extreme, Fortinet, Hanwha, Honeywell, HID, Ingenico, Jabra, March Networks, Masergy, Microsoft, Mitel, NCR, NICE inContact, Oracle, Panasonic, Poly, RingCentral, Samsung, Sony, Spectralink, Spectrum, Toshiba Global Commerce Solutions, TPx, Ubiquiti, Verifone, Verizon, Windstream, Zebra Technologies and Zoom. We also offer customers significant choices in cloud services through our Intelisys business, including offerings in contact center, infrastructure and unified communications.\nRecent Developments\nImpact of COVID-19 on our Business Environment\nIn early March 2020, the World Health Organization characterized COVID-19 as a pandemic. The rapid spread of COVID-19 since December 2019 has resulted in the implementation of numerous measures to contain the virus worldwide, such as travel bans and restrictions, quarantines, shelter-in-place orders and business shutdowns. The pandemic and these containment measures have had, and are expected to continue to have, a substantial impact on businesses around the world and on global, regional and national economies.\nDuring the COVID-19 pandemic, our top priority is protecting the health and safety of our employees. We moved quickly to transition our employees, where possible, to a fully remote working environment. We have taken a number of measures to ensure our teams feel secure in their jobs and have the flexibility and resources they need to stay safe and healthy.\nWe have activated our contingency plans. We have deployed teams to monitor the rapidly evolving situation and recommend risk mitigation actions; we have implemented travel restrictions; and we are following social distancing guidelines. We are following global guidance from authorities and health officials including, but not limited to, checking the temperature of associates when entering our facilities, requiring associates to wear masks and other protective clothing as appropriate, and implementing additional cleaning and sanitation routines. In addition, nearly all office-based employees around the world are working remotely.\nWe saw a significant impact from COVID-19 pandemic during the fourth quarter of our fiscal year, with a 21.6% decline year-over-year for quarterly GAAP net sales and a 19.3% decline year-over-year for quarterly non-GAAP net sales, excluding the negative impact of forei", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 918965_2020.htm (CIK: 918965, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02242", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data.\nWe are a smaller reporting company, as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended, for this reporting period and are not required to provide the information required under this item.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1420565_2020.htm (CIK: 1420565, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02243", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nThe information required by this Item will be set forth in the Proxy Statement under the captions \u201cInformation About the Board of Directors and Corporate Governance - Risk Assessment with Respect to Compensation Practices,\u201d \u201cDirector Compensation,\u201d \u201cCompensation Discussion and Analysis,\u201d \u201cExecutive Compensation\u201d and \u201cCompensation Committee Report\u201d and is incorporated by reference into this Annual Report on Form 10-K.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 4515_2020.htm (CIK: 4515, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02244", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nThe Registrants are exposed to market risks associated with adverse changes in commodity prices, counterparty credit, interest rates, and equity prices. Exelon\u2019s RMC approves risk management policies and objectives for risk assessment, control and valuation, counterparty credit approval, and the monitoring and reporting of risk exposures. The RMC is chaired by the chief executive officer and includes the chief risk officer, chief strategy officer, chief executive officer of Exelon Utilities, chief commercial officer, chief financial officer, and chief executive officer of Constellation. The RMC reports to the Finance and Risk Committee of the Exelon Board of Directors on the scope of the risk management activities.\nCommodity Price Risk (All Registrants)\nCommodity price risk is associated with price movements resulting from changes in supply and demand, fuel costs, market liquidity, weather conditions, governmental regulatory and environmental policies, and other factors. To the extent the total amount of energy Exelon generates and purchases differs from the amount of energy it has contracted to sell, Exelon is exposed to market fluctuations in commodity prices. Exelon seeks to mitigate its commodity price risk through the sale and purchase of electricity, fossil fuel, and other commodities.\nGeneration\nElectricity available from Generation\u2019s owned or contracted generation supply in excess of Generation\u2019s obligations to customers, including portions of the Utility Registrants' retail load, is sold into the wholesale markets. To reduce commodity price risk caused by market fluctuations, Generation enters into non-derivative contracts as well as derivative contracts, including swaps, futures, forwards, and options, with approved counterparties to hedge anticipated exposures. Generation uses derivative instruments as economic hedges to mitigate exposure to fluctuations in commodity prices. Generation expects the settlement of the majority of its economic hedges will occur during 2021 through 2023.\nIn general, increases and decreases in forward market prices have a positive and negative impact, respectively, on Generation\u2019s owned and contracted generation positions which have not been hedged. Exelon's hedging program involves the hedging of commodity price risk for Exelon's expected generation, typically on a ratable basis over three-year periods. As of December 31, 2020, the percentage of expected generation hedged for the Mid-Atlantic, Midwest, New York, and ERCOT reportable segments is 94%-97% for 2021. The percentage of expected generation hedged is the amount of equivalent sales divided by the expected generation. Expected generation is the volume of energy that best represents our commodity position in energy markets from owned or contracted generation based upon a simulated dispatch model that makes assumptions regarding future market conditions, which are calibrated to market quotes for power, fuel, load following products, and options. Equivalent sales represent all hedging products, which include economic hedges and certain non-derivative contracts, including Generation\u2019s sales to ComEd, PECO, BGE, Pepco, DPL, and ACE to serve their retail load.\nA portion of Generation\u2019s hedging strategy may be accomplished with fuel products based on assumed correlations between power and fuel prices, which routinely change in the market. Market price risk exposure is the risk of a change in the value of unhedged positions. The forecasted market price risk exposure for Generation\u2019s entire economic hedge portfolio associated with a $5 reduction in the annual average around-the-clock energy price based on December 31, 2020 market conditions and hedged position would be a decrease in pre-tax net income of approximately $15 million for 2021. Power price sensitivities are derived by adjusting power price assumptions while keeping all other price inputs constant. Generation act", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1109357_2020.htm (CIK: 1109357, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02245", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors.\nRISK FACTORS\nAn investment in our common stock involves a high degree of risk. You should consider carefully all of the material risks described below, together with the other information contained in this Annual Report and our other filings with the SEC, before making a decision to invest in our common stock. Investors should be aware that it is not possible to predict or identify all such factors and that the following is not meant to be a complete discussion of all potential risks or uncertainties. If any of the following risk factors actually occur, our business, financial condition, results of operations and prospects could suffer.\nRisks Relating to Our Business and Strategy\nThe novel coronavirus could have a material adverse impact on our business, results of operations, financial condition, cash flows or liquidity.\nWe note that the spread of the novel coronavirus, which causes the disease now known as COVID-19 (the \u201cCoronavirus\u201d), is a rapidly evolving public health emergency with global implications and at present we, as is common across industries and geographies, recognize that we could be adversely affected by a range of factors and developments, largely beyond our control, and we are unable to predict the outcomes of this even on a short-term basis. We continue to monitor the situation, among other objectives, to assess the impact of developments on our financial condition, results of operations, cash flows and liquidity.\nWe currently are unable to predict the duration and severity of the spread of the Coronavirus, and responses thereto, on our business and operations, and on our results of operations, financial condition, cash flow and liquidity, as these depend on rapidly evolving developments, which are highly uncertain and will be a function of factors beyond our control, such as the speed of contagion, the implementation of effective preventative and containment measures, the development of effective medical solutions, the timing and scope of governmental restrictions on public gatherings, mobility and other activities, financial and other market reactions to the foregoing, and reactions and responses of the populace both in affected regions and regions yet to be affected. While we expect we will suffer adverse effects, the more severe the outbreak and the longer it lasts, the more likely it is that the effects on us and our business will be materially adverse.\nWe face competition from other biotechnology and pharmaceutical companies and our operating results will suffer if we fail to compete effectively.\nThe biotechnology and pharmaceutical industries are intensely competitive and subject to rapid and significant technological change. We have competitors in the United States, Europe and other jurisdictions, including major multinational pharmaceutical companies, established biotechnology companies, specialty pharmaceutical and generic drug companies and universities and other research institutions. Many of our competitors have greater financial and other resources, such as larger research and development staff and more experienced marketing and manufacturing organizations. Large pharmaceutical companies, in particular, have extensive experience in clinical testing, obtaining regulatory approvals, recruiting patients and manufacturing pharmaceutical products. These companies also have significantly greater research, sales and marketing capabilities and collaborative arrangements in our target markets with leading companies and research institutions. Established pharmaceutical companies may also invest heavily to accelerate discovery and development of novel compounds or to in-license novel compounds that could make the drug candidates that we develop obsolete. As a result of all of these factors, our competitors may succeed in obtaining patent protection and/or FDA approval or discovering, developing and commercializing drugs for diseases that we are targeting before we do. Smaller or ea", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1772028_2020.htm (CIK: 1772028, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02246", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nThe Company\u2019s consolidated financial statements, together with the report of the independent registered public accounting firm thereon and the notes thereto, are presented beginning at page. The Company\u2019s balance sheets as of September 30, 2020 and September 30, 2019 and the related statements of operations and comprehensive loss, changes in stockholders\u2019 deficiency and cash flows for the years then ended have been audited by Centurion ZD CPA & Co., an independent accounting firm registered with the Public Companies Accounting Oversight Board (PCAOB). These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and pursuant to Regulation S-K as promulgated by the Securities and Exchange Commission and are included herein pursuant to Part II, Item 8 of this Form 10-K. The consolidated financial statements have been prepared assuming the Company will continue as a going concern.\nITEM 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1516805_2020.htm (CIK: 1516805, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02247", "source": "edgar", "source_license": "public_domain", "text": "Item 1A:\nRisk Factors\nThe Company is subject to risks and uncertainties, including, but not limited to, the following:\nRISKS RELATED TO THE CORONAVIRUS (COVID-19)\nPANDEMIC\nThe Company\u2019s business has been and may continue to be negatively affected by outbreaks of disease, such as epidemics or pandemics, including the ongoing COVID-19\npandemic.\nOutbreaks of disease, such as epidemics or pandemics, have and could continue to negatively affect the Company\u2019s business. Both the Company\u2019s domestic and international operations have been and continue to be adversely affected by the ongoing global COVID-19\npandemic and the resulting volatility and uncertainty it has caused in the U.S. and international markets. Since being declared a pandemic in March 2020 by the World Health, COVID-19\nhas continued to spread throughout the U.S. and globally. The COVID-19\npandemic has caused significant volatility and uncertainty in U.S. and international markets, which has disrupted and is expected to continue to disrupt the Company\u2019s business and could result in a prolonged economic downturn. The Company operates in over 35 countries, including those in the regions most impacted by the COVID-19\npandemic. Many countries, including the U.S., have implemented measures such as quarantine, shelter-in-place,\ncurfew and similar isolation measures, including government orders and other restrictions on the conduct of business operations. Such measures have had and are expected to continue to have adverse impacts on the U.S. and foreign economies of uncertain severity and duration and have had and may continue to have a negative impact on the Company\u2019s operations, including the Company\u2019s sales, supply chain and cash flow. Certain jurisdictions have experienced increased numbers of COVID-19\ninfections following the re-openings\nof their economies and easing of restrictions, which, in some cases, has required closings of certain business activity and the imposition of other restrictions in response. It is unclear whether the increases in the number of infections will continue and amplify or whether any so-called\n\u201csecond waves\u201d of COVID-19\ninfections will be experienced in the United States or elsewhere and, if so, what the impact of that would be on human health and safety, the economy and our business. Although the FDA has approved certain therapies and two vaccines for emergency use and distribution, the initial rollout of vaccine distribution has encountered significant delays and there remains uncertainties about the amount of vaccine available for distribution, the logistics of implementing a national vaccine program and the overall efficacy of the vaccines once widely administered, especially as new strains of COVID-19\nhave been discovered, and the level of resistance these new strains have to the existing vaccines remains unknown. Additionally, the widespread pandemic has caused and is expected to continue to cause significant disruption of global financial markets, which may reduce the Company\u2019s ability to access capital.\nThe COVID-19\npandemic also has the potential to significantly impact our supply chain if our manufacturing facilities or those of third parties to whom we outsource certain manufacturing processes, the distribution centers where our inventory is managed or the operations of our logistics and other service providers are disrupted, temporarily closed or experience worker shortages. We may also see disruptions or delays in shipments of certain materials or components of our products.\nAs a result of the ongoing COVID-19\npandemic, the Company has transitioned the majority of its workforce to a temporary remote working model, which may result in the Company experiencing lower workforce efficiency and productivity, which in turn may adversely affect the Company\u2019s business, results of operations and financial condition. As company employees work from home and access the Company\u2019s system remotely, the Company may be subject to heightened security ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1000697_2020.htm (CIK: 1000697, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02248", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nThe information required by this Item is included in Part IV, Items 15(a)(1) and (2) of this Annual Report on Form 10-K.\nOn November 19, 2020, the Securities and Exchange Commission adopted amendments that will modernize, simplify and enhance certain financial disclosure requirements in Regulation S-K, including revising Item 302(a) to replace the current requirement for quarterly tabular disclosure with a principles-based requirement for material\nretrospective changes. The final rules were effective February 10, 2021. The Company has adopted the amendments in this Annual Report on Form 10-K. We have removed the disclosure of summarized unaudited quarterly financial data as we are not impacted by sales seasonality and we have not recorded material retrospective changes in 2020.\nItem 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1169988_2020.htm (CIK: 1169988, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02249", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7 - MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nThe following discussion and analysis of our financial condition and results of operations should be read in conjunction with Item 6 - \u201cSelected Financial Data,\u201d our consolidated financial statements and related notes thereto, included in Item 8 - \"Financial Statements and Supplementary Data\", and other financial data appearing elsewhere in this report. This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Certain risks, uncertainties and other factors, including but not limited to those set forth under \u201cSafe Harbor Statement Under the Private Securities Litigation Reform Act of 1995,\u201d Item 1A - \"Risk Factors\u201d and elsewhere in this report, may cause actual results to differ materially from those projected in the forward-looking statements. We assume no obligation to update any of these forward-looking statements. Readers of our Annual Report on Form 10-K should therefore consider these risks and uncertainties in evaluating forward-looking statements and should not place undue reliance on forward-looking statements.\nOverview\nMidland States Bancorp, Inc. is a diversified financial holding company headquartered in Effingham, Illinois. Its wholly-owned banking subsidiary, Midland States Bank, has branches across Illinois and in Missouri, and provides a full range of commercial and consumer banking products and services, business equipment financing, merchant credit card services, trust and investment management, and insurance and financial planning services. As of December 31, 2020, we had $6.87 billion in assets, $5.10 billion of deposits and $621.4 million of shareholders\u2019 equity.\nOur strategic plan is focused on building a performance-based, customer-centric culture, seeking accretive acquisitions, creating revenue diversification, achieving operational excellence and maintaining a robust enterprise-wide risk management program. Over the past several years, we have grown organically and through a series of acquisitions, with an over-arching focus on enhancing shareholder value and building a platform for scalability. Most recently, in July 2019, the Company completed its acquisition of HomeStar and its wholly-owned banking subsidiary, HomeStar Bank. In February 2018, the Company completed its acquisition of Alpine and its wholly-owned banking subsidiary, Alpine Bank. Additional information on recent acquisitions is presented in Note 2 to the consolidated financial statements in Item 8 of this Form 10-K.\nOur principal lines of business include traditional community banking and wealth management. Our traditional community banking business primarily consists of commercial and retail lending and deposit taking. Our wealth management group provides a comprehensive suite of trust and wealth management products and services, and has grown to $3.48 billion of assets under administration as of December 31, 2020.\nOur principal business activity has been lending to and accepting deposits from individuals, businesses, municipalities and other entities. We have derived income principally from interest charged on loans and leases and, to a lesser extent, from interest and dividends earned on investment securities. We have also derived income from noninterest sources, such as: fees received in connection with various lending and deposit services; wealth management services; commercial FHA mortgage loan servicing; residential mortgage loan originations and sales; and, from time to time, gains on sales of assets. Our principal expenses include interest expense on deposits and borrowings, operating expenses, such as salaries and employee benefits, occupancy and equipment expenses, data processing costs, professional fees and other noninterest expenses, provisions for credit losses and income tax expense.\nMaterial Trends and Developments\nCommunity Banking. We believe the most important trends", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax expense. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02250", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. \u2003 \u2003 \u2003 \u2002 MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nYou should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and related notes appearing elsewhere in this Annual Report on Form 10-K. In addition to historical information, this discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors. We discuss factors that we believe could cause or contribute to these differences below and elsewhere in this report, including those set forth under Item 1A. \u201cRisk Factors\u201d and under \u201cForward-Looking Statements\u201d in this Annual Report on Form 10-K.\nWe are a clinical-stage gene therapy company focused on developing life-changing treatments for patients suffering from severe neurological diseases. We focus on neurological diseases where we believe an adeno-associated virus, or AAV, gene therapy approach that either increases or decreases the production of a specific protein can slow or reduce the symptoms experienced by patients, and therefore have a clinically meaningful impact. We have built a gene therapy platform that we believe positions us to be a leading company at the intersection of AAV gene therapy and severe neurological disease. Our gene therapy platform enables us to engineer, optimize, manufacture and deliver our AAV-based gene therapies that have the potential to provide durable efficacy following a single administration.\nAdditionally, we are working to identify novel AAV capsids, which are the outer viral protein shells that enclose the genetic material of the virus payload. Our team of experts in the fields of AAV gene therapy and neuroscience first identifies and selects severe neurological diseases that are well-suited for treatment using AAV gene therapy. We then engineer and optimize AAV vectors for delivery of the virus payload to the targeted tissue or cells. Our manufacturing process employs an established system that we believe will enable production of high quality AAV vectors at commercial-scale. In addition to our capsid optimization efforts, we leverage novel delivery paradigms, established routes of administration, and advances in dosing techniques to optimize delivery of our AAV gene therapies to target tissues, regions and cell types that are critical to the disease of interest. We believe we can achieve this directly, with targeted infusions to discrete regions of the brain, the spinal cord, or systemically, in conjunction with our novel capsids.\nOur business strategy focuses on discovering, developing, manufacturing and commercializing our gene therapy programs. As part of this strategy, we have developed core competencies specific to AAV gene therapy development and manufacturing and are beginning to build our commercial infrastructure. This business strategy also includes business development activities that may include in-licensing activities or partnering certain programs in specific geographies with collaborators, as we have demonstrated through our ongoing collaboration with Neurocrine. Since our inception, our operations have focused on organizing and staffing our company, business planning, raising capital, establishing our intellectual property portfolio, determining which neurological diseases to pursue, advancing our product candidates including delivery and manufacturing, and conducting preclinical studies and clinical trials. We do not have any product candidates approved for sale and have not generated any revenue from product sales. We have funded our operations primarily through private placements of redeemable convertible preferred stock, public offerings of our common stock, and our strategic collaborations, including our prior collaboration with Sanofi Genzyme, or th", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1640266_2020.htm (CIK: 1640266, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02251", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures about Market Risk\nInterest Rate Risk\nOur exposure to market risk is principally confined to our cash, cash equivalents and marketable securities. We invest our cash, cash equivalents, and marketable securities in securities of the U.S. governments and its agencies and in investment-grade, highly liquid investments consisting of commercial paper, bank certificates of deposit, and corporate bonds, which as of December 31, 2020 and December 31, 2019 were classified as available-for-sale. We place our cash, cash equivalents, restricted cash, and marketable securities with high-quality financial institutions, limit the amount of credit exposure to any one institution, and have established investment guidelines relative to diversification and maturities designed to maintain safety and liquidity.\nBased on a hypothetical ten percent adverse movement in interest rates, the potential losses in future earnings, fair value of risk-sensitive financial instruments, and cash flows are immaterial, although the actual effects may differ materially from the hypothetical analysis. While we believe our cash, cash equivalents, restricted cash, and marketable securities do not contain excessive risk, we cannot provide absolute assurance that, in the future, our investments will not be subject to adverse changes in market value. In addition, we maintain significant amounts of cash, cash equivalents, restricted cash, and marketable securities at one or more financial institutions that are in excess of federally insured limits. Given the potential instability of financial institutions, we cannot provide assurance that we will not experience losses on these deposits. We do not utilize interest rate hedging agreements or other interest rate derivative instruments.\nA hypothetical ten percent change in interest rates would not have a material adverse impact on our future operating results or cash flows. All of our significant interest-bearing liabilities bear interest at fixed rates and therefore are not subject to fluctuations in market interest rates; however, because these interest rates are fixed, we may be paying a higher interest rate, relative to market, in the future if circumstances change.\nForeign Currency Risk\nSubstantially all of our revenues are recognized in U.S. dollars, although a small portion is denominated in foreign currency as we continue to expand into markets outside of the U.S. Certain expenses related to our international activities are payable in foreign currencies. As a result, factors such as changes in foreign currency exchange rates or weak economic conditions in foreign markets will affect our financial results.\nPrior to our acquisition of Genomic Health in November 2019, the functional currency for each of our international subsidiaries was its local currency. For 2019 our international subsidiaries use the U.S. dollar as the functional currency, resulting in us not being subject to gains and losses from foreign currency translation of the subsidiary financial statements. In September 2017, Genomic Health (now a wholly owned subsidiary) started entering into forward contracts to mitigate the impact of adverse movements in foreign exchange rates related to the re-measurement of monetary assets and liabilities and hedge our foreign currency exchange rate exposure. As of December 31, 2020, we had open foreign currency forward contracts with notional amounts of $22.4 million. Although the impact of currency fluctuations on our financial results has been immaterial in the past, there can be no guarantee that the impact of currency fluctuations related to our international activities will not be material in the future.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1124140_2020.htm (CIK: 1124140, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02252", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nWe are subject to a number of known and unknown risks and uncertainties that could have a material adverse effect on our operations. Set forth below, and elsewhere in this report, are descriptions of the material risks and uncertainties that could cause our actual results to differ materially from the results contemplated by the forward-looking statements contained in this report and could have a material adverse effect on our financial condition, results of operations and cash flows.\nRisks Related to Our Business and Operations\nThe novel coronavirus (\u201cCOVID-19\u201d) pandemic has adversely impacted, and could continue to adversely impact, our business, financial condition and results of operations.\nThe World Health Organization declared the COVID-19 outbreak a pandemic and the U.S. Government declared a national emergency in March 2020. The COVID-19 pandemic has created volatility, uncertainty and economic disruption for the Company, our customers, subcontractors and suppliers, and the markets in which we do business. The scope and impact of the COVID-19 pandemic continues to evolve, and new strains of the COVID-19 virus have recently been discovered, including some that may have a higher degree of transmission. Extraordinary and wide-ranging actions have been taken by international, federal, state and local public health and governmental authorities to contain and combat the spread of COVID-19, including stay-at-home or shelter-in-place orders, social distancing measures and travel restrictions for individuals, orders for many businesses to cease or curtail normal operations unless their work is deemed essential or critical and, recently, the approvals of various vaccines and subsequent roll-outs of large-scale vaccination programs worldwide. Some of these vaccines, while highly effective against the original virus strain, may be less effective against some of the newer and more contagious variants.\nWhile we have not experienced project cancellations as a result of the COVID-19 pandemic, we have experienced disruptions to our business operations as the pandemic has spread through the geographies where we do business. For example, beginning in mid-March of 2020, work on some non-essential construction projects was suspended or curtailed by certain customers, primarily in our Building and Specialty Contractors segments, though the vast majority of our projects in the Civil segment have been designated as essential business, allowing us to continue our work on those projects. In addition, we have modified certain business and workforce practices and implemented new protocols to promote social distancing and enhance health and safety measures on our projects and in our offices to conform to regulatory requirements and best practices encouraged by governmental and regulatory authorities, all of which has negatively affected our operations and resulted in increases in operating expenses. We have also experienced absenteeism due to illness, quarantine or fear by our employees or those of our subcontractors on certain projects, which has resulted in some disruption of our work. The COVID-19 pandemic's impacts to date have been primarily productivity inefficiencies due to project suspensions or absenteeism on certain projects, as well as additional costs associated with the new health and safety measures implemented in response to the pandemic. Any ongoing project suspensions, personnel absenteeism, or reduced work schedules or shifts required to comply with quarantines or other social distancing measures could continue to adversely affect our operations. In addition, as a result of COVID-19 containment efforts, we have experienced delays in certain bidding activities and also in legal proceedings and settlement discussions where we have claims against project owners for additional costs exceeding the contract price or for amounts not included in the original contract price. Consequently, our ability to resolve and r", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 77543_2020.htm (CIK: 77543, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02253", "source": "edgar", "source_license": "public_domain", "text": "Item 1A.\nRISK FACTORS\nThere are many factors that affect the business and the results of operations of the Company and the Operating Partnership, some of which are beyond the control of the Company and the Operating Partnership. The following is a description of important factors that may cause the actual results of operations of the Company and the Operating Partnership in future periods to differ materially from those currently expected or discussed in forward-looking statements set forth in this Report relating to our financial results, operations and business prospects. Forward-looking statements and such risks, uncertainties and other factors speak only as of the date of this Report, and we expressly disclaim any obligation or undertaking to update or revise any forward-looking statement contained herein, to reflect any change in our expectations with regard thereto, or any other change in events, conditions or circumstances on which any such statement is based, except to the extent otherwise required by law.\nRisks Related to Our Real Estate Investments and Our Operations\nThe Ongoing COVID-19 Pandemic and Measures Intended to Prevent its Spread Could Have a Material Adverse Effect on our Business, Results of Operations, Cash Flows and Financial Condition.\nSince being first reported in December 2019, COVID-19 has spread globally, including to every state in the United States. On March 11, 2020, the World Health Organization declared COVID-19 a pandemic, and on March 13, 2020, the United States declared a national emergency with respect to COVID-19. The pandemic has led governments and other authorities around the world, including federal, state and local authorities in the United States, to impose measures intended to control its spread, including restrictions on freedom of movement and business operations such as travel bans, border closings, business closures, quarantines and shelter-in-place orders. While operations in certain areas have been allowed to fully or partially re-open, many areas are experiencing new closures or restrictions subsequent to re-opening and no assurance can be given that such closures or restrictions will not continue to occur. Our headquarters and all of our properties and our corporate offices are located in areas that are or have been subject to shelter-in-place orders and restrictions on the types of businesses that may continue to operate.\nThe impact of the COVID-19 pandemic and measures to prevent its spread could materially and adversely affect our business in a number of ways. Our rental revenue and operating results depend significantly on the occupancy levels at our properties and the ability of our residents and retail and commercial tenants to meet their rent obligations to us, which have been in certain cases, and could continue to be, adversely affected by, among other things, job losses, furloughs, store closures, lower incomes and uncertainty about the future as a result of the COVID-19 pandemic. The deterioration of economic conditions as a result of the pandemic in certain locations have materially decreased, and in other locations may ultimately materially decrease, occupancy levels and rents in our portfolio, which could adversely affect the value of our properties. In addition, numerous state, local, federal and industry-initiated efforts, including eviction moratoriums, shelter-in-place orders, prohibitions on charging certain fees and limitations on collection laws, have affected, and may continue to affect, our ability to collect rent or enforce legal or contractual remedies for the failure to pay rent, which have negatively impacted, and may continue to negatively impact, our ability to remove residents or retail and commercial tenants who are not paying rent and our ability to rent their units or other space to new residents or retail and commercial tenants, respectively. Even if these measures are lifted, additional cases of COVID-19 have resulted in, and may continue ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 74208_2020.htm (CIK: 74208, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02254", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nManagement\u2019s Report on Internal Control over Financial Reporting\nManagement is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Management of the Company has assessed the effectiveness of the Company\u2019s internal control over financial reporting as of July 31, 2020. In making its assessment of internal control over financial reporting, management used the criteria described in Internal Control - Integrated Framework - version 2013 issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this evaluation, management concluded that the Company\u2019s internal control over financial reporting was effective as of July 31, 2020 based on criteria in Internal Control-Integrated Framework issued by the COSO. The Company\u2019s independent registered public accounting firm, PricewaterhouseCoopers LLP, has audited the effectiveness of the Company\u2019s internal control over financial reporting as of July 31, 2020, as stated in its report, which appears herein.\nReport of Independent Registered Public Accounting Firm\nTo the Shareholders and Board of Directors of Donaldson Company, Inc.\nOpinions on the Financial Statements and Internal Control over Financial Reporting\nWe have audited the accompanying consolidated balance sheets of Donaldson Company, Inc. and its subsidiaries (the \u201cCompany\u201d) as of July 31, 2020 and 2019, and the related consolidated statements of earnings, of comprehensive income, of changes in shareholders' equity and of cash flows for each of the three years in the period ended July 31, 2020, including the related notes (collectively referred to as the \u201cconsolidated financial statements\u201d). We also have audited the Company's internal control over financial reporting as of July 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).\nIn our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of July 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended July 31, 2020 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of July 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.\nChange in Accounting Principle\nAs discussed in Note 1 to the consolidated financial statements, the Company changed the manner in which it accounts for leases in fiscal 2020.\nBasis for Opinions\nThe Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management\u2019s Report on Internal Control over Financial Reporting. Our responsibility is to express opinions on the Company\u2019s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 29644_2020.htm (CIK: 29644, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02255", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nFinancial statements required by this Item are incorporated in this Annual Report Form 10-K on pages through hereto. Reference is made to Item 15 of this Form 10-K.\nITEM 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 318306_2020.htm (CIK: 318306, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02256", "source": "edgar", "source_license": "public_domain", "text": "Item 1A: Risk Factors\nRISKS RELATED TO OUR BUSINESS AND INDUSTRY\nOur independent auditors have expressed their concern as to our ability to continue as a going concern.\nAs a result of our financial condition, we have received a report from our independent registered public accounting firm for our consolidated financial statements for the years ended December 31, 2020 and 2019 that includes an explanatory paragraph describing the uncertainty as to our ability to continue as a going concern. As of December 31, 2020, we have incurred net losses of $55,830,210 since inception and have not yet commenced full operations, raising substantial doubt about our ability to continue as a going concern. As of December 31, 2020 we had $33 in cash on hand. Our ability to continue as a going concern is dependent on our ability to generate revenue, achieve profitable operations and repay our obligations when they come due. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might result from this uncertainty. We are pursuing various financing alternatives to support the sales, component acquisition and assembly of our mobile power generation systems as well as the completion of the secondary elements of our business plan: to license its thermal technologies and applications, including submersible dry-pit applications. There can be no assurance, however, that we will obtain adequate funding or that we will be successful in accomplishing any of our objectives. The Company believes that if it does not obtain adequate working capital by the end of the second quarter 2021, it may need to cease or curtail operations.\nWe have approximately $2,639,500 in principal amount of promissory notes and if we are not able to make timely payments on these notes we may be in default.\nWe have approximately $2,639,500 in principal amount of promissory notes and if we are not able to make timely payments on these notes we may be in default. We do not have enough cash on hand to pay our obligations when due and may default on these notes. As a result if we default on the notes the lender will be able to seek to enforce the obligations on the notes which will hurt our business operations and may cause us to curtail or cease operations.\nOur limited operating history makes evaluating our business and future prospects difficult and may increase the risk of your investment.\nWe have a limited operating history on which investors can base an evaluation of our business, operating results and prospects. We have no operating history with respect to commercializing our heat pipe technology and licensing it to motor and generator manufacturers or selling mobile generators or translating our thermal technology from testing and one-off applications into mass market production. Consequently, it is difficult to predict our future revenues, if any, and appropriately budget for our expenses, and we have limited insight into trends that may emerge and affect our business.\nWe have only recently commercialized our mobile power generation system. Funds from recent bridge financing financed a pilot run by Craftsmen Industries which is our manufacturing partner. We also have reason to believe from current negotiations that funds will be available for the transition from pilot run to full production of the mobile generation system. If we are unable to obtain additional funding in a timely manner it will have a negative impact. Any additional equity financing may involve substantial dilution to our then existing stockholders. The inability to raise the additional capital will restrict our ability to develop and conduct business operations.\nWe have a history of operating losses and can provide no assurance of our future operating results.\nFrom incorporation in 2002 to December 31, 2020, we have incurred net losses of $55,830,210. The losses may contin", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1399352_2020.htm (CIK: 1399352, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02257", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nThe following information should be read in conjunction with our consolidated financial statements and accompanying notes included in Part IV, Item 5 of this Annual Report on Form 10-K.\nOVERVIEW\nWe are a REIT organized under Maryland law. As of December 31, 2020, our portfolio was comprised of 289 wholly owned properties containing approximately 34.9 million rentable square feet, including 226 buildings, leasable land parcels and easements containing approximately 16.8 million rentable square feet located on the island of Oahu, HI, and 63 properties containing approximately 18.1 million rentable square feet located in 30 other states. As of December 31, 2020, we also owned a 22% equity interest in an unconsolidated joint venture, which owns 12 properties located in nine states in the mainland United States containing approximately 9.2 million rentable square feet that were 100% leased with an average (by annualized rental revenues) remaining lease term of 7.1 years.\nAs of December 31, 2020, our properties were approximately 98.5% leased (based on rentable square feet) to 253 different tenants with a weighted average remaining lease term (based on annualized rental revenues) of approximately 9.5 years.\nThe COVID-19 Pandemic\nTo date, the COVID-19 pandemic has not had a significant impact on our business as the industrial and logistics sector has fared better than some other industries thus far in response to the COVID-19 pandemic, including other real estate sectors, due to the demand for e-commerce. We believe that demand was initially supported in part by increased demand by businesses and households to stock up on supplies as the implications of the COVID-19 pandemic and resulting governmental responses materialized and e-commerce companies have benefited from the closure of certain retail consumer outlets since the beginning of the second quarter of 2020 and the continued increased market demand for e-commerce. We believe that our current financial resources, our portfolio of high-quality industrial and logistics assets and our strong credit quality tenants, will enable us to withstand the COVID-19 pandemic. However, as a result of the COVID-19 pandemic and its aftermath, certain of our tenants have requested relief from their obligations to pay rent due to us. We evaluate these requests on a tenant by tenant basis. As of February 15, 2021, we granted requests to certain of our tenants to defer aggregate rent payments of $3.2 million with respect to leases that represent, as of December 31, 2020, approximately 9.6% of our annualized rental revenues. As of December 31, 2020, we recognized $2.6 million in our accounts receivable related to the remaining deferred amounts. In most cases, these tenants were obligated to pay the deferred rents in 12 equal monthly installments beginning in September 2020. For the year ended December 31, 2020, we collected approximately 97.6% of our contractual rents due after giving effect to such rent deferrals.\nFor more information and risks relating to the COVID-19 pandemic on us and our business, see elsewhere in this Annual Report on Form 10-K, including \"Warning Concerning Forward-Looking Statements,\" Part I, Item 1 \"Business\" and Part I, Item 1A, \"Risk Factors.\"\nProperty Operations\nOccupancy data for our properties as of December 31, 2020 and 2019 is as follows (square feet in thousands):\n(1)Consists of properties that we owned continuously since January 1, 2019 and excludes 12 properties owned by an unconsolidated joint venture in which we own a 22% equity interest.\n(2)Subject to modest adjustments when space is remeasured or reconfigured for new tenants and when land leases are converted to building leases.\n(3)Percent leased includes (i) space being fitted out for occupancy pursuant to existing leases as of December 31, 2020, if any, and (ii) space which is leased but is not occupied or is being o", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1717307_2020.htm (CIK: 1717307, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02258", "source": "edgar", "source_license": "public_domain", "text": "Item 8: Financial Statements and Supplementary Data\nThe financial statements and supplementary data are included on pages 39 to 73. See the Index to Financial Statements and Supplementary Data on page 38.\nItem 9:", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 277135_2020.htm (CIK: 277135, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02259", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nMarket risk disclosures\nWe are exposed to market risk related to changes in interest rates and foreign currency exchange rates. We do not use derivative financial instruments for speculative or trading purposes.\nInterest rate sensitivity\nA portion of our investment portfolio is composed of fixed income securities. These securities are subject to interest rate risk and will fall in value if market interest rates increase. If interest rates were to increase immediately (whether due to changes in overall market rates or credit worthiness of the issuers of our individual securities) and uniformly by 10% from levels at fiscal 2020 year-end, the fair value of the portfolio, based on quoted market prices in active markets involving similar assets, would decline by an immaterial amount due to their short-term maturities. We have the ability to generally hold our fixed income investments until maturity and therefore we would not expect our operating results or cash flows to be affected to any significant degree by the effect of a sudden change in market interest rates on our securities portfolio. If necessary, we may sell short-term investments prior to maturity to meet our liquidity needs.\nAt each of fiscal 2020 and 2019 year-ends, the fair value of our available-for-sale debt securities was $35.3 million and $0.1 million, respectively, all of which was classified as short-term investments. Gross unrealized gains and losses on available-for-sale debt securities were $36,000 and $(1,000), respectively, at fiscal 2020 year-end. There were no gross unrealized gains and losses on available-for-sale debt securities at fiscal 2019 year-end.\nWe are exposed to market risks related to fluctuations in floating interest rates related to our Euro Term Loan. As of October 3, 2020, we owed $419.8 million on this loan, which had an interest rate of 3.0% as of October 3, 2020. We performed a sensitivity analysis on the outstanding portion of our debt obligation as of October 3, 2020. Should the current average interest rate increase or decrease by 10%, the resulting annual increase or decrease to interest expense would be approximately $1.2 million as of October 3, 2020.\nForeign currency exchange risk\nWe maintain operations in various countries outside of the United States and have foreign subsidiaries that manufacture and sell our products in various global markets. The majority of our sales are transacted in U.S. Dollars. However, we do generate revenues in other currencies, primarily the Euro, the Japanese Yen, the South Korean Won, the Singapore Dollar and the Chinese Renminbi. Additionally, we have operations in different countries around the world with costs incurred in the foregoing currencies and other local currencies, such as British Pound Sterling, Malaysian Ringgit, Swiss Franc, Taiwan Dollar, Swedish Krona, Canadian Dollar and Vietnamese Dong. As a result, our earnings, cash flows and cash balances are exposed to fluctuations in foreign currency exchange rates. For example, because of our significant manufacturing operations in Europe and resulting expenses and costs, a weakening Euro is advantageous and a strengthening Euro is disadvantageous to our financial results. We attempt to limit these exposures through financial market instruments. We utilize derivative instruments, primarily forward contracts with maturities of two months or less, to manage our exposure associated with net asset and liability\npositions denominated in foreign currencies. Gains and losses on the forward contracts are mitigated by gains and losses on the underlying instruments. We do not use derivative financial instruments for trading purposes.\nWe do not anticipate any material adverse effect on our consolidated financial position, results of operations or cash flows resulting from the use of these instruments. There can be no assurance that these strategies will be effective or that transaction", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 21510_2020.htm (CIK: 21510, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02260", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nRefer to \u201cIndex to Financial Statements,\u201d appearing at the end of this Annual Report on Form 10-K.\nITEM 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1116132_2020.htm (CIK: 1116132, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02261", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk\nRegistrant is exposed to certain market risks, including fluctuations in interest rates, and commodity price risk primarily relating to changes in the market price of electricity. Market risk is the potential loss arising from adverse changes in prevailing market rates and prices.\nInterest Rate Risk\nA significant portion of Registrant\u2019s capital structure is comprised of fixed-rate debt. Market risk related to our fixed-rate debt is deemed to be the potential increase in fair value resulting from a decrease in interest rates. At December 31, 2020, the fair value of Registrant\u2019s long-term debt was $559.8 million. A hypothetical ten percent decrease in market interest rates would have resulted in an $13.5 million increase in the fair value of Registrant\u2019s long-term debt.\nAt December 31, 2020, Registrant did not believe that its short-term debt was subject to interest-rate risk due to the fair market value being approximately equal to the carrying value.\nCommodity/Derivative Risk\nBVESI is exposed to commodity price risk primarily relating to changes in the market price of electricity. To manage its exposure to energy price risk, BVESI from time to time executes purchased power contracts that qualify as derivative instruments, requiring mark-to-market derivative accounting under the accounting guidance for derivatives. A derivative financial instrument or other contract derives its value from another investment or designated benchmark.\nIn August 2019, the CPUC authorized BVESI to execute long-term purchased power contracts with energy providers, which became effective during the fourth quarter of 2019. BVESI began taking power under these long-term contracts at a fixed cost over three- and five-year terms depending on the amount of power and period during which the power is purchased under the contracts.\nThe long-term contracts executed in 2019 qualify for derivative accounting treatment. Among other things, the CPUC also authorized BVESI to establish a regulatory memorandum account to offset the mark-to-market entries required by the accounting guidance. Accordingly, all unrealized gains and losses generated from these purchased power contracts are deferred on a monthly basis into a non-interest bearing regulatory memorandum account that tracks the changes in fair value of the derivative throughout the term of the contract. As a result, the unrealized gains and losses on these contracts do not impact Registrant's earnings. As of December 31, 2020, there was a $1.5 million unrealized loss in the memorandum account reflected as a regulatory asset as a result of a drop in energy prices since the execution of the contracts.\nExcept as discussed above, Registrant has had no other derivative financial instruments, financial instruments with significant off-balance sheet risks or financial instruments with concentrations of credit risk.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 92116_2020.htm (CIK: 92116, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02262", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation.\nThe following table provides disclosure concerning all compensation paid for services to GLG in all capacities for our fiscal years ended 2020 and 2019 provided by (i) each person serving as our principal executive officer (\u201cPEO\u201d), (ii) each person serving as our principal financial officer (\u201cPFO\u201d) and (iii) our two most highly compensated executive officers other than our PEO and PFO whose total compensation exceeded $100,000 (collectively with the PEO, referred to as the \u201cnamed executive officers\u201d in this Executive Compensation section).\nSummary Compensation Table\n(1) Ms. Renmei Ouyang was appointed as the CEO of the Company on January 9, 2020. Ms. Ouyang is entitled to an annual base salary of $600,000 pursuant to the employment agreement she has with the Company.\n(2) Ms. Wei Sun was appointed as the CFO of the Company on July 28, 2020. Ms. Sun is entitled to an annual base salary of $50,000 pursuant to the employment agreement she has with the Company.\n(3) Mr. Qun Xie was appointed as the CSO of the Company on January 9, 2020. Mr. Xie is entitled to an annual base salary of $300,000 pursuant to the employment agreement he has with the Company.\n(4) Mr. Jin Ding was appointed as the CPO of the Company on April 28, 2018. Mr. Jin Ding was entitled to an annual base salary of $60,000 pursuant to the employment agreement he has with the Company. Mr. Ding resigned on October 26, 2020.\n(5) Ms. Yang An was appointed as the CFO of the Company on June 14, 2019. Ms. An is entitled to an annual base salary of $50,000 pursuant to the employment agreement she has with the Company. Ms. An resigned on July 28, 2020.\n(6) Mr. Jiaxi Gao was appointed as the CEO of the Company on November 15, 2018. Mr. Gao was entitled to an annual base salary of $100,000 pursuant to the employment agreement he had with the Company. Mr. Gao resigned on January 9, 2020.\nGrants of Plan Based Awards in the Fiscal Year Ended December 31, 2019\nWe currently have a 2019 equity incentive plan pursuant to which 1,290,000 shares were authorized. During the fiscal year ended December 31, 2020, no shares of Common Stock were granted to our officers and directors under the plan.\nOutstanding Equity Awards at Fiscal Year-End\nNone.\nDirector Compensation\nThe following table represents compensation earned by our non-executive directors in 2020.\n*Resigned in 2020\n(1) Mr. Xiangjun Wang was appointed as a director of the Company on December 14, 2020 and shall receive annual compensation at $10,000 per year.\n(2) Ms. Kecen Liu was appointed as a director of the Company on February 12, 2018 and shall receive annual compensation at $10,000 per year.\n(3) Mr. Henry Wong was appointed as a director of the Company on April 27, 2021 and shall receive annual compensation of 30,000 shares of common stock of the Company per year.\n(4) Mr. Weicheng Pan was appointed as a director of the Company on October 17, 2019 and shall receive annual compensation at $60,000 per year.\n(5) Mr. Donghong Xiong was appointed as a director of the Company on February 8, 2021 and shall receive annual compensation of 10,000 shares of common stock of the Company per year.\n(6)\nMr. Jialun Cui was appointed as a director of the Company on August 31, 2018 and received annual compensation at $20,000 per year. Mr. Cui resigned on December 14, 2020.\n(7) Ms. Siyuan Zhu was appointed as a director of the Company on May 6, 2019 and received annual compensation at $10,000 per year. Ms. Zhu resigned on April 27, 2021.\n(8) Mr. Jiaxi Gao was appointed as a director of the Company on November 15, 2018 and did not receive any salary. Mr. Gao resigned on May 14, 2020.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1556266_2020.htm (CIK: 1556266, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02263", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7.MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nThe following discussion and analysis should be read together with our consolidated financial statements and notes thereto included in this Annual Report on Form 10-K. The following information contains forward-looking statements, which are subject to risks and uncertainties. Should one or more of these risks or uncertainties materialize, actual results may differ materially from those expressed or implied by the forward-looking statements. See \u201cCautionary Statement Regarding Forward-Looking Statements\u201d above for a description of these risks and uncertainties.\nOVERVIEW\nGeneral\nBlack Creek Diversified Property Fund Inc. is a NAV-based perpetual life REIT that was formed on April 11, 2005, as a Maryland corporation. We are primarily focused on investing in and operating a diverse portfolio of real property. As of December 31, 2020, our real property portfolio consisted of 57 properties, which includes nine properties that are part of the DST Program (as defined below), totaling approximately 11.9 million square feet located in 25 markets throughout the U.S.\nWe have operated and elected to be treated as a REIT for U.S. federal income tax purposes, commencing with the taxable year ended December 31, 2006, and we intend to continue to operate in accordance with the requirements for qualification as a REIT. We utilize an UPREIT organizational structure to hold all or substantially all of our assets through the Operating Partnership.\nAs a NAV-based perpetual life REIT, we intend to conduct ongoing public primary offerings of our common stock on a perpetual basis. We also intend to conduct an ongoing distribution reinvestment plan offering for our stockholders to reinvest distributions in our shares. From time to time, we intend to file new registration statements on Form S-11 with the SEC to register additional shares of common stock so that we may continuously offer shares of common stock pursuant to Rule 415 under the Securities Act. During 2020, we raised $104.7 million of gross proceeds from the sale of common stock in our ongoing public primary offerings and $21.3 million from the sale of common stock under our distribution reinvestment plan. See \u201cNote 8 to the Consolidated Financial Statements\u201d in Item 8, \u201cFinancial Statements and Supplementary Data\u201d for more information about our public offerings.\nAdditionally, we have a program to raise capital through private placement offerings by selling beneficial interests in specific Delaware statutory trusts holding real properties (the \u201cDST Program\u201d). These private placement offerings are exempt from registration requirements pursuant to Section 4(a)(2) of the Securities Act. We anticipate that these interests may serve as replacement properties for investors seeking to complete like-kind exchange transactions under Section 1031 of the Code. Similar to our prior private placement offerings, we expect that the DST Program will give us the opportunity to expand and diversify our capital raise strategies by offering what we believe to be an attractive and unique investment product for investors that may be seeking replacement properties to complete like-kind exchange transactions under Section 1031 of the Code. We also make loans (the \u201cDST Program Loans\u201d and, each individually, a \u201cDST Program Loan\u201d) to certain purchasers of the interests in the Delaware statutory trusts to finance no more than 50% of the purchase price payable upon their acquisition of such interests. During 2020, we sold $278.2 million of gross interests related to the DST Program, $26.5 million of which were financed by DST Program Loans. See \u201cNote 5 to the Consolidated Financial Statements\u201d in Item 8, \u201cFinancial Statements and Supplementary Data\u201d for additional detail regarding the DST Program.\nWe currently operate in four reportable segments: office, retail, multi-family and industrial. The following table summarizes our real", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1327978_2020.htm (CIK: 1327978, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02264", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nRISKS RELATED TO OUR BUSINESS\nYou should carefully consider the risks described below together with all of the other information included in this report before making an investment decision with regard to our securities. The statements contained in or incorporated into this current report on Form 10-K that are not historic facts are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking statements. If any of the following risks actually occur, our business, financial condition or results of operations could be harmed. In that case, the trading price of our common stock could decline, and you may lose all or part of your investment.\nWe have an immediate and urgent need for capital and may not be able to continue as a going concern.\nAs of November 30, 2020, we had a working capital deficit of $6.4 million and accumulated deficit of $39,522,278. During the year ended November 30, 2020, we had a net loss of $5.4 million and our operations used $2 million of cash. As of March 15, 2021, we had only minimal cash on hand. We have historically incurred operating losses and may continue to incur operating losses for the foreseeable future. We believe that these conditions raise substantial doubt about our ability to continue as a going concern. This may hinder our future ability to obtain financing or may force us to obtain financing on less favorable terms than would otherwise be available. If we are unable to develop sufficient revenues and additional customers for our products and services, we may not generate enough revenue to sustain our business, and we may fail, in which case our stockholders would suffer a total loss of their investment. There can be no assurance that we will be able to continue as a going concern.\nWe have a limited operating history with significant losses and expect losses to continue for the foreseeable future.\nWe have yet to establish a history of profitable operations and, as at November 30, 2020, have an accumulated deficit of $39,522,278, realized since our inception on November 5, 2007. We have generated only limited revenues since our inception and thus have incurred significant operating losses. Our profitability will require the successful commercialization and sales of our planned products at acceptable margins. We may not be able to successfully achieve any of these requirements.\nWe could face intense competition, which could result in lower revenues and higher expenditures and could adversely affect our results of operations.\nUnless we keep pace with changing market demands, we could lose existing customers and more importantly fail to win new and retain any future customers. In order to compete effectively in the food and nutritional products industry, we must continually design, develop implement and market new and/or enhanced products and strategies. Our future success will depend, in part, upon our ability to address the changing and sophisticated needs of the marketplace. Our strategy of expanding our food and nutrition business may not be successful and could adversely affect our business operations and financial condition.\nFurther, our plan to pursue sales of our product in international markets may be limited by risks related to conditions in such markets.\nWe are governed by only three persons serving as directors and two of them act as officers of the company which may lead to faulty corporate governance.\nCurrently our board includes only one independent director and as a result not all of our committees are independent. This could lead to less than preferable governance practices due to this lack of total independence.\nWe must attract and maintain key personnel or our business may fail.\nSuccess depends on the acquisition of key personnel. We will have to compete with other companies both within and outside the food and nutritional products indust", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1421907_2020.htm (CIK: 1421907, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02265", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nThe financial statements required by this item begin on page hereof.\nReport of Independent Registered Public Accounting Firm\nTo the shareholders and the board of directors of Pony Group, Inc.\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheets of Pony Group, Inc. as of December 31, 2020 and 2019, the related statements of operations, stockholders' equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the \"financial statements\"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.\nSubstantial Doubt about the Company\u2019s Ability to Continue as a Going Concern\nThe accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience negative cash flows from operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.\nBasis for Opinion\nThese financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (\"PCAOB\") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company\u2019s internal control over financial reporting. Accordingly, we express no such opinion.\nOur audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.\n/S/ BF Borgers CPA PC\nBF Borgers CPA PC\nWe have served as the Company's auditor since 2019\nLakewood, CO\nJuly 21,\nPONY GROUP INC., AND SUBSIDIARIES\nCONSOLIDATED BALANCE SHEETS\n\t\n*The shares are presented on a retroactive basis to reflect the nominal share issuance.\nThe accompanying notes are integral to these consolidated financial statements.\nPONY GROUP INC., AND SUBSIDIARIES\nCONSOLIDATED STATEMENTS OF OPERATIONS\n*The shares are presented on a retroactive basis to reflect the nominal share issuance.\nThe accompanying notes are integral to these consolidated financial statements.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1784058_2020.htm (CIK: 1784058, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02266", "source": "edgar", "source_license": "public_domain", "text": "Item 11.\nEXECUTIVE COMPENSATION\nInformation regarding executive compensation is incorporated by reference from United\u2019s definitive proxy statement for the 2021 Annual Meeting of Shareholders under the heading of \u201cEXECUTIVE COMPENSATION\u201d, under the heading \u201cCOMPENSATION DISCUSSION AND ANALYSIS (CD&A)\u201d, and under the heading \u201cREPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION.\u201d\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 729986_2020.htm (CIK: 729986, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02267", "source": "edgar", "source_license": "public_domain", "text": "Item 7: Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nThe following is a discussion and analysis of our financial position as of December 31, 2020 and 2019 and results of operations for each of the three years in the period ended December 31, 2020. This commentary should be read in conjunction with our consolidated financial statements and the notes thereto appearing under \u201cItem 8: Financial Statements and Supplementary Data.\u201d\nExecutive Overview\nOur Business\nMotorola Solutions is a global leader in mission critical communications and analytics. Our technologies in Land Mobile Radio Mission Critical Communications (\"LMR\" or \"LMR Mission Critical Communications\"), Command Center Software and Video Security and Analytics, bolstered by managed and support services, make communities safer and help businesses stay productive and secure. We serve more than 100,000 public safety and commercial customers in over 100 countries, providing \u201cpurpose-built\u201d solutions designed for their unique needs, and we have a rich heritage of innovation focusing on advancing global safety for more than 90 years.\nWe manage our business organizationally through two segments: \u201cProducts and Systems Integration\u201d and \u201cSoftware and Services.\u201d Within these segments, the Company has principal product lines that also follow our three major technologies: LMR Mission Critical Communications, Command Center Software, and Video Security and Analytics.\nThe Company has invested across these three technologies, evolving the Company\u2019s LMR focus to purposefully integrate software, video security and analytics solutions for public safety and enterprise customers globally.\nOur strategy is to generate value through the integration of each technology into our ecosystem, uniting voice, software, video and analytics to interoperate. While each technology individually strives to make users safer and more productive, we believe we can enable better outcomes between individuals, businesses and agencies united as one connected system. With our interplay of technologies, our goal is to help remove silos between systems, unify data, streamline workflows, simplify management and support evolving technologies. Examples of such interplay include sharing video feeds from a school to a police command center and officers\u2019 devices in the field to improve situational awareness, uploading field reports or crime scene photos directly into an agency\u2019s evidence system to save administration time, and connecting teams across networks to ensure messages are easily shared and teams can work as one. Our goal is to integrate technologies according to customers\u2019 desired operational outcomes so they can work faster, smarter and more safely. Across all three technologies, we offer cloud-based solutions, cybersecurity services and managed and support services.\nThe principal products within each segment, by technology, are described below:\nProducts and Systems Integration Segment\nIn 2020, the segment\u2019s net sales were $4.6 billion, representing 63% of our consolidated net sales.\nLMR Mission Critical Communications\nOur LMR Mission Critical Communications technology includes infrastructure and devices for LMR, public safety Long Term Evolution (\u201cLTE\u201d) and enterprise-grade private LTE. We are a global leader in the two-way radio category, including Project 25 (\u201cP25\u201d), Terrestrial Trunked Radio (\u201cTETRA\u201d) and Digital Mobile Radio (\u201cDMR\u201d), as well as other professional and commercial radio (\u201cPCR\u201d) solutions. We also deliver LTE solutions for public safety, government and commercial users, including infrastructure and devices operating in 700 MHz, 900 MHz and Citizens\u2019 Broadband Radio Service (\u201cCBRS\u201d) frequencies. Primary sources of revenue for this technology come from selling devices and building telecommunications networks, including infrastructure, installation and integration with our customers\u2019 technology environments.\nOur technology enables voice and multimedia colla", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 68505_2020.htm (CIK: 68505, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02268", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nDisclosure Regarding Forward-Looking Statements\nThis Annual Report on Form 10-K contains certain forward-looking information about us that is intended to be covered by the safe harbor for \u201cforward-looking statements\u201d provided by the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that are not historical facts. Words such as \u201cguidance,\u201d \u201cexpect,\u201d \u201cwill,\u201d \u201cmay,\u201d \u201canticipate,\u201d \u201cplan,\u201d \u201cestimate,\u201d \u201cproject,\u201d \u201cintend,\u201d \u201cshould,\u201d \u201ccan,\u201d \u201clikely,\u201d \u201ccould,\u201d \u201coutlook\u201d and similar expressions are intended to identify forward-looking statements. Among other sections of this Form 10-K, the Risk Factors and Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations include forward-looking statements. These statements include statements about our plans, strategies and prospects. Forward-looking statements are not guarantees of performance. These statements are based upon the current beliefs and expectations of our management and are subject to risk and uncertainties that could cause actual results to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot assure you that the expectations will prove to be correct. Among the factors that could cause actual results to differ materially from the expectations expressed in the forward-looking statements are:\n\u2022general economic and market conditions, including inflation and changes in fuel, interest rates, labor, risk, health insurance and other variable costs that generally are not within our control, and our exposure to credit and counterparty risk;\n\u2022fluctuations in prices for recycled commodities that we sell to customers;\n\u2022the effects of the evolving COVID-19 pandemic and actions taken in response thereto;\n\u2022whether our estimates and assumptions concerning our selected balance sheet accounts, income tax accounts, final capping, closure, post-closure and remediation costs, available airspace, projected costs and expenses related to our landfills and property and equipment, fair values of acquired assets and liabilities assumed in our acquisitions, and labor, fuel rates and economic and inflationary trends, turn out to be correct or appropriate;\n\u2022competition and demand for services in the environmental services industry;\n\u2022price increases to our customers, which may not be adequate to offset the impact of increased costs, including labor, third-party disposal and fuel, and may cause us to lose volume;\n\u2022our ability to manage growth and execute our growth strategy;\n\u2022our compliance with, and future changes in, environmental and flow control regulations and our ability to obtain approvals from regulatory agencies in connection with operating and expanding our landfills;\n\u2022the impact on us of our substantial indebtedness, including on our ability to obtain financing on acceptable terms to finance our operations and growth strategy and to operate within the limitations imposed by financing arrangements;\n\u2022our ability to retain our investment grade ratings for our debt;\n\u2022our dependence on key personnel;\n\u2022our dependence on large, long-term collection, transfer and disposal contracts;\n\u2022the capital intensive nature of our business, which may consume cash in excess of cash flow from operations;\n\u2022exposure to environmental liabilities or remediation requirements, to the extent not adequately covered by insurance, which could result in substantial expenses;\n\u2022risks associated with undisclosed liabilities of acquired businesses;\n\u2022risks associated with pending and future legal proceedings, including litigation, audits or investigations brought by or before any governmental body;\n\u2022severe weather conditions, including those brought about by climate change, which could impair our financial results by causing increased costs, loss of revenue, reduced operati", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02269", "source": "edgar", "source_license": "public_domain", "text": "Item 1A.\nRisk Factors.\nOur business and operations are subject to a number of risks and uncertainties as described below. However, the risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we may currently deem immaterial, may become important factors that harm our business, financial condition or operations. If any of the following risks actually occur, our business, financial condition or operations could suffer.\nImpact of Pandemics\nPandemics, epidemics or outbreaks of an infectious disease in Canada or worldwide, including COVID-19 or any other similar illnesses, could have an adverse impact on the Company\u2019s results, business, financial condition or liquidity.\nOn March 11, 2020, the World Health Organization declared the outbreak of a strain of novel coronavirus disease, COVID-19, a global pandemic. The COVID-19 pandemic has negatively impacted the Canadian, U.S., and global economies; disrupted Canadian, U.S., and global supply chains; disrupted financial markets; contributed to a decrease in interest rates; resulted in ratings downgrades, credit deterioration and defaults in many industries; forced the closure of many businesses, led to loss of revenues, increased unemployment and bankruptcies; and necessitated the imposition of quarantines, physical distancing, business closures, travel restrictions, and sheltering-in-place requirements in Canada, the U.S., and other countries. If the pandemic is prolonged, including through subsequent waves, or if additional variants of COVID-19 emerge which are more transmissible or cause more severe disease, or if other diseases emerge with similar effects, the adverse impact on the economy could worsen. Moreover, it remains uncertain how the macroeconomic environment, and societal and business norms will be impacted following this COVID-19 pandemic. Unexpected developments in financial markets, regulatory environments, or consumer behavior may also have adverse impacts on the Company's results, business, financial condition or liquidity, for a substantial period of time.\nThe COVID-19 pandemic has also created additional operational risks for the Company, including the need to provide enhanced safety measures for its employees and customers; comply with rapidly changing regulatory guidance; address the risk of, attempted fraudulent activity and cybersecurity threat behavior; and protect the integrity and functionality of the Company's systems, networks, and data as a larger number of employees work remotely. The Company is also exposed to human capital risks due to issues related to health and safety matters, and other environmental stressors as a result of measures implemented in response to the COVID-19 pandemic, as well as the potential for a significant proportion of the Company's employees, including key executives, to be unable to work effectively, because of illness, quarantines, sheltering-in-place arrangements, government actions or other restrictions in connection with the pandemic.\nThe extent to which the COVID-19 pandemic continues to impact the Company's results, business, financial condition or liquidity will depend on future developments in Canada, the U.S. and globally, including the development and widespread availability of efficient and accurate testing options, and effective treatment options or vaccines. Despite the approval of certain vaccines by the regulatory bodies in Canada and the U.S., the ongoing evolution of the development and distribution of an effective vaccine also continues to raise uncertainty.\nOur limited operating history makes it difficult to evaluate our business and prospects.\nWe have a very limited operating history in the context of document protection products and services and have yet to develop an extensive record regarding the sale of our products and services. As a result, our ability to accurately forecast our future operating results is limited and subj", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1107280_2020.htm (CIK: 1107280, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02270", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\nThe selected financial data for the five-year period ended December 31, 2020 was derived from our audited financial statements. The following table should be read together with Item 7, \u201cMANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\u201d and with the historical financial statements and accompanying notes included in Item 8, \u201cFINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.\u201d\nThe following summaries are in millions of dollars, except for per share amounts:\n________________________\n(a)Includes a charge of $224 million related to the liquidation of last-in, first-out (LIFO) inventory layers.\n(b)Includes the impact of the Tax Cuts and Jobs Act of 2017 that was enacted on December 22, 2017 and resulted in a net income tax benefit of $1.9 billion.\n(c)Includes a noncash LCM inventory valuation adjustment that resulted in a pre-tax benefit of $747 million.\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax benefit, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02271", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nReference is made to Pages through comprising a portion of this Report.\nItem 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1832459_2020.htm (CIK: 1832459, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02272", "source": "edgar", "source_license": "public_domain", "text": "Item 11: Executive Compensation\nThe information required by this item is incorporated by reference to the Company\u2019s Proxy Statement for the 2021 Annual Meeting of Shareholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2020.\nItem 12:", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1434524_2020.htm (CIK: 1434524, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02273", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data.\nThe Company is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act, and it is not required to provide the information under this item.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1137091_2020.htm (CIK: 1137091, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02274", "source": "edgar", "source_license": "public_domain", "text": "Item 1A.Risk Factors\nThe following risk factors and other information included in this Annual Report on Form 10-K should be considered as our business, financial condition, operating results and cash flows could be materially adversely affected if any of the following risks occur.\nRisks Related to Our Operations\nOur business and financial condition have been, and may continue to be, adversely affected by the impact of COVID-19.\nOur business and financial condition have been, and may continue to be, adversely affected by the impact of COVID-19. During the year ended December 31, 2020, COVID-19 has disrupted global economic markets and has led to significant reductions in global automotive production volumes. As a result of COVID-19, governmental and public health officials in substantially all of the locations in which we operate had mandated certain precautions to mitigate the spread of the disease, including shelter-in-place orders or similar measures. As such, we temporarily suspended production, or experienced a significant reduction in production volumes, in substantially all of our manufacturing facilities at various times during 2020.\nThe ultimate extent of the impact of COVID-19 will depend on future developments, such as the duration and extent of the pandemic, the imposition or reimposition of shelter-in-place or similar measures and its impact on: consumers and sales of the vehicles we support, our customers and our and their suppliers, how quickly economic conditions and our and our customers\u2019 operations can return to more normalized levels, and sustain such levels, and whether the pandemic leads to recessionary conditions and the duration of any such recession. In addition, government sponsored economic stimulus programs in response to the pandemic may not be available to our customers, our suppliers or us, or be expanded, renewed or otherwise sufficient to achieve their economic goals. Our supply chain also may be disrupted due to supplier closures or bankruptcies. Our operations may also be impacted by interruptions due to the direct impact of, or precautionary measures associated with, COVID-19 at our locations or those of our customers or suppliers.\nFurther, COVID-19 could exacerbate certain other risk factors below including, but not limited to, dependency on certain customers, dependency on certain global automotive market segments, risks and uncertainties associated with our company\u2019s global operations, dependency on certain key manufacturing facilities, cyclicality in the automotive industry, disruptions in our supply chain and our customers\u2019 supply chain, our liquidity and compliance with debt covenants.\nOur business is significantly dependent on sales to GM, FCA and Ford.\nSales to GM were approximately 39% of our consolidated net sales in 2020, 37% in 2019, and 41% in 2018. A reduction in our sales to GM, or a reduction by GM of its production of light truck, SUV or crossover vehicle programs that we support, as a result of market share losses of GM or otherwise, could have a material adverse effect on our results of operations and financial condition.\nSales to FCA accounted for approximately 19% of our consolidated net sales in 2020, 17% in 2019 and 13% in 2018, and sales to Ford accounted for approximately 12% of our consolidated net sales in 2020, 9% in of 2019 and 8% in 2018. A reduction in our sales to either FCA or Ford or a reduction by FCA or Ford of their production of the programs we support, as a result of market share losses or otherwise, could have a material adverse effect on our results of operations and financial condition.\nOur business may also be adversely affected by reduced demand for the product programs we currently support, or anticipate supporting in the future, or if we do not obtain sales orders for successor programs that replace our current product programs.\nOur business is dependent on our Guanajuato Manufacturing Complex.\nA high concentration of our global business is support", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1062231_2020.htm (CIK: 1062231, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02275", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nThe information required by Item 8 including the financial statements and notes thereto, and report of the independent registered public accounting firm thereon, are included in this Form 10-K as set forth in the \u201cIndex to Consolidated Financial Statements\u201d on page.\nITEM 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1494650_2020.htm (CIK: 1494650, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02276", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk.\nInterest Rate Risk\nWe seek to engage in prudent management of our cash and cash equivalents, mainly cash on hand and common financial instruments (typically short- and mid-term deposits). Furthermore, the interest rate risk related to cash, cash equivalents and common financial instruments is not significant based on the quality of the financial institutions with which we work.\nLiquidity Risk\nOn December 31, 2020, we have $196.4 million in cash and cash equivalents compared to $193.3 million of cash and cash equivalents on December 31, 2019. We have incurred operating losses and negative cash flows from operations since our inception. Net cash used for operating activities was respectively $165.6 and $148.4 million for the years 2020 and 2019. As of December 31, 2020, we recorded a net loss of $159.6 million.\nSince our inception, we have primarily funded our operations with equity financings, and, to a lesser extent, public assistance aimed at supporting innovation and payments associated with research tax credits (Cr\u00e9dit Imp\u00f4t Recherche). We do not generate product revenue and continues to prepare for the potential launch of our first product in the United States and in the European Union, if approved.\nFollowing receipt of a CRL from the FDA in connection with our BLA for Viaskin Peanut, beginning in August 2020, we scaled down our other clinical programs and pre-clinical spend to focus on Viaskin Peanut. We also initiated a global restructuring plan in June 2020 to provide operational latitude to progress the clinical development and regulatory review of Viaskin Peanut in the United States and European Union. Based on guidance received from the FDA in January 2021, that we plan to implement, and expected cost savings from implementation of the global restructuring plan, we expect that our current balance of cash and cash equivalents of $196.4 million as of December 31, 2020 will be sufficient to fund our operations to the second half of 2022.\nWe intend to seek additional capital as we prepare for the launch of Viaskin Peanut, if approved, and continue other research and development efforts. We may seek to finance our future cash needs through a combination of public or private equity or debt financings, collaborations, license and development agreements and other forms of non-dilutive financings. As a result of disruptions to the global financial markets as a result of the ongoing COVID-19 pandemic, we cannot guarantee that we will be able to obtain the necessary financing to meet our needs or to obtain funds at attractive terms and conditions. The ongoing COVID-19 pandemic has already caused extreme volatility and disruptions in the capital and credit markets. A severe or prolonged economic downturn could result in a variety of risks to us, including reduced ability to raise additional capital when needed and on acceptable terms, if at all.\nThe financial statements have been prepared on a going concern basis as of December 31, 2020.\nForeign currency exchange rate risk\nThe Consolidated Financial Statements are presented in U.S. dollars, which differs from the functional currency of DBV Technologies S.A., which is the Euro. The statements of financial position of consolidated entities having a functional currency different from the presentation currency are translated at the closing exchange rate (spot exchange rate at the statement of financial position date) and the statements of operations, statements of comprehensive income (loss) and statements of cash flow of such consolidated entities are translated at the average period to date exchange rate. The resulting translation adjustments are included in equity under the caption \u201cAccumulated other comprehensive gain (loss)\u201d in the Consolidated Statements of Changes in Shareholders\u2019 Equity.\nWe are exposed to foreign exchange risk inherent in some of our supplies obtained in the United States, which have been i", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: tax credit, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02277", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nNot a required disclosure for a Smaller Reporting Company.\nITEM 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 868082_2020.htm (CIK: 868082, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02278", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk\nInterest Rate Risk\nFor loans held for sale to Fannie Mae, Freddie Mac, and HUD, we are not currently exposed to unhedged interest rate risk during the loan commitment, closing, and delivery processes. The sale or placement of each loan to an investor is negotiated prior to closing on the loan with the borrower, and the sale or placement is typically effectuated within 60 days of closing. The coupon rate for the loan is set at the same time we establish the interest rate with the investor.\nSome of our assets and liabilities are subject to changes in interest rates. Earnings from escrows are generally based on LIBOR. 30-day LIBOR as of December 31, 2020 and 2019 was 14 basis points and 176 basis points, respectively. The following table shows the impact on our annual escrow earnings due to a 100-basis point increase and decrease in 30-day LIBOR based on our escrow balances outstanding at each period end. A portion of these changes in earnings as a result of a 100-basis point increase in the 30-day LIBOR would be delayed several months due to the negotiated nature of some of our escrow arrangements.\nThe borrowing cost of our warehouse facilities used to fund loans held for sale and loans held for investment is based on LIBOR. The interest income on our loans held for investment is based on LIBOR. The LIBOR reset date for loans held for investment is the same date as the LIBOR reset date for the corresponding warehouse facility. The following table shows the impact on our annual net warehouse interest income due to a 100-basis point increase and decrease in 30-day LIBOR, based on our warehouse borrowings outstanding at each period end. The changes shown below do not reflect an increase or decrease in the interest rate earned on our loans held for sale.\nAll of our corporate debt is based on 30-day LIBOR. The following table shows the impact on our annual earnings due to a 100-basis point increase and decrease in 30-day LIBOR based on our note payable balance outstanding at each period end.\n(1)The decrease as of December 31, 2020 is limited to 30-day LIBOR as of December 31, 2020 as it was less than 100 basis points.\nMarket Value Risk\nThe fair value of our MSRs is subject to market-value risk. A 100-basis point increase or decrease in the weighted average discount rate would decrease or increase, respectively, the fair value of our MSRs by approximately $34.6 million as of December 31, 2020, compared to $28.5 million as of December 31, 2019. Our Fannie Mae and Freddie Mac servicing engagements provide for prepayment fees in the event of a voluntary prepayment prior to the expiration of the prepayment protection period. Our servicing contracts with institutional investors and HUD do not require them to provide us with prepayment fees. As of December 31, 2020, 88% of the servicing fees are protected from the risk of prepayment through prepayment provisions compared to 86% as of December 31, 2019; given this significant level of prepayment protection, we do not hedge our servicing portfolio for prepayment risk.\nLondon Interbank Offered Rate (\u201cLIBOR\u201d) Transition\nOn July 27, 2017, the United Kingdom\u2019s Financial Conduct Authority, the regulator for the administration of LIBOR, announced its intention to stop compelling banks to contribute LIBOR data after December 31, 2021. In the U.S., the Federal Reserve Board and the Federal Reserve Bank of New York established the Alternative Reference Rates Committee (\u201cARRC\u201d) to recommend alternative interest rates. ARRC proposed the Secured Overnight Financing Rate (\u201cSOFR\u201d) as the preferred alternative rate for U.S. financial instruments that are currently indexed to LIBOR. We have exposure to LIBOR mostly related to loans held on our balance sheet, debt (including both warehouse facilities and long-term debt), and earnings from escrows. In addition, we service floating rate loans in our servicing portfolio, most of which are indexe", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1497770_2020.htm (CIK: 1497770, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02279", "source": "edgar", "source_license": "public_domain", "text": "Item 1A.\nRisk\nFactors\nAn investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and the other information before deciding to invest in our common stock. The risks described below are not the only ones facing our Company. Additional risks not presently known to us or that we currently consider immaterial may also adversely affect our business. We have attempted to identify below the major factors that could cause differences between actual and planned or expected results, but we cannot assure you that we have identified all of those factors.\nIf any of the following risks actually happen, our business, financial condition and operating results could be materially adversely affected. In this case, the trading price of our common stock could decline, and you could lose all or part of your investment.\nRisks Related to Our Company\nWe have incurred net losses to date and must raise additional capital in order to continue to operate.\nWe have incurred net losses in each year of operation since our inception in July 2000 and have no revenues. Our accumulated deficit as of December 31, 2020 was $240 million. We had $27.1 million of unrestricted cash as of December 31, 2020. In December 2018, the Company announced an extension of its, as yet untapped, $10 million unsecured line of credit facility with stockholder and director, Richard E. Uihlein. The Company believes there is sufficient cash, including availability of the line of credit, to fund currently planned operations at least through March 31, 2022. We will require more cash to fund our operations after March 31, 2022 and believe we will be able to obtain additional financing. However, there can be no assurance that we will be successful in obtaining such new financing or, if available, that such financing will be on terms favorable to us.\nWe may raise capital through public or private equity financings, partnerships, debt financings, bank borrowings, or other sources. Additional funding may not be available on favorable terms or at all. Our most recent significant financing, a rights offering closing in 2019 in which the Company raised $44.9 million, was led by our Chairman, Richard E. Uihlein, who invested $20 million in the offering. Concurrent with the rights offering, Mr. Uihlein exercised 500,000 common stock warrants for cash proceeds to the Company of $2.5 million. Though his investments in the Company and the line of credit that he extended to the Company, Mr. Uihlein has been a critical source of funding. There is no assurance as to the level of future investments to be made in the Company by Mr. Uihlein. If adequate funds are not otherwise available, we may need to significantly curtail operations. To obtain additional funding, we may need to enter into arrangements that require us to relinquish rights to certain technologies, products and/or potential markets. To the extent that additional capital is raised through the sale of equity, or securities convertible into equity, our equity holders may experience dilution of their proportionate ownership of the Company.\nWe are a development stage company and have not yet generated any revenue.\nWe are a development stage company and have not generated any revenues to date. There is no assurance that we will obtain FDA approval of belapectin or other products that we may develop, and, even if we do so, that we will generate revenue sufficient to become profitable. Our failure to generate revenue and profit would likely lead to loss of your investment.\nOur ability to generate revenue from product sales and achieve profitability will depend upon our ability to successfully commercialize products, including our lead product candidate, or other product candidates that we may in-license\nor acquire in the future. Even if we are able to successfully achieve regulatory approval for these product candidates, we do not know when any of these products will generate revenue fro", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1133416_2020.htm (CIK: 1133416, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02280", "source": "edgar", "source_license": "public_domain", "text": "Item 7 | Liquidity and Capital Resources\nLIQUIDITY AND CAPITAL RESOURCES\nAs of December 31, 2020, we had $2.6 billion of cash and equivalents, compared to $2.3 billion of cash and equivalents at December 31, 2019.\nSignificant sources and uses of cash in 2020\nSources of cash:\n\u2022Cash flows from operating activities were $1.9 billion. This included a positive impact from the primary components of our working capital (receivables, inventories, and accounts payable) of a net $800 million, primarily associated with lower customer receivables, partially offset by approximately $350 million of severance payments.\nUses of cash:\n\u2022In March 2020, we executed two transactions resulting in a reduction of gross debt by $500 million. We issued $1.0 billion aggregate principal amount of senior notes and used the net proceeds from issuance along with cash on hand to repurchase $1.5 billion aggregate principal amount of senior notes. Inclusive of the tender premium and fees, these transactions resulted in a net payment of approximately $654 million.\n\u2022Capital expenditures were $728 million.\n\u2022We paid $278 million of dividends to our shareholders.\n\u2022We repurchased approximately 7.4 million shares of our common stock in early March, largely before the significant decline in oil prices, under our share repurchase program, at a total cost of approximately $100 million.\nFuture sources and uses of cash\nWe manufacture most of our own equipment, which provides us with some flexibility to increase or decrease our capital expenditures based on market conditions. Capital spending for 2021 is currently expected to be approximately $750 million. We believe this level of spend will allow us to invest in our key strategic areas. We will continue to maintain capital discipline, monitor the rapidly changing market dynamics, and adjust our capital spend accordingly. For additional information on capital expenditures, see \"Executive Overview.\"\nWe have debt payments of $185 million and $500 million due in the first quarter of 2021 and the fourth quarter of 2021, respectively.\nBased on our market outlook, we reduced our quarterly dividend rate in the second quarter of 2020 from $0.18 per common share to $0.045 per common share and remained at this amount for the rest of 2020, reducing cash outflows by approximately $360 million in 2020. We will continue to maintain our focus on liquidity and review our quarterly dividend considering our priorities of future debt reduction and, as market conditions evolve, reinvesting in our business.\nOur Board of Directors has authorized a program to repurchase our common stock from time to time. Approximately $5.1 billion remained authorized for repurchases as of December 31, 2020 and may be used for open market and other share purchases.\nHAL 2020 FORM 10-K | 21\nItem 7 | Liquidity and Capital Resources\nContractual obligations\nThe following table summarizes our significant contractual obligations and other long-term liabilities as of December 31, 2020:\n(a) Represents principal amounts of long-term debt, including current maturities of debt, which excludes any unamortized debt issuance costs and discounts.\n(b) Interest on debt includes 76 years of interest on $300 million of debentures at 7.6% interest that become due in 2096.\n(c) Amounts in 2021 primarily represent certain purchase orders for goods and services utilized in the ordinary course of our business.\n(d) Includes pension funding obligations. Amounts for pension funding obligations, which include international plans and are based on assumptions that are subject to change, are only included for 2021 as we are currently not able to reasonably estimate our contributions for years after 2021.\nDue to the uncertainty with respect to the timing of potential future cash outflows associated with our uncertain tax positions, we are not able to reasonably estimate the period of cash settlement with the respective taxing authorities. Therefore, gross unrecognized tax benefits have been excl", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: tax benefit, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02281", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors.\nYou should carefully consider each of the following risks and all other information contained in this Annual Report on Form 10-K. The occurrence of any of the following risks could materially and adversely affect the value of the GUC Trust Units. The risks described below are not the only ones that beneficiaries of the GUC Trust Units face. Additional risks and uncertainties not presently known or deemed immaterial may also materially and adversely affect the value of the GUC Trust Units.\nThe remaining liquidation period of the GUC Trust is uncertain, because the GUC Trust is required by the GUC Trust Agreement to continue its existence until the date on which all distributable assets of the GUC Trust have been distributed and the liquidation and wind-down of MLC and its debtor subsidiaries has been completed. If the remaining liquidation period exceeds current estimates, Wind-Down and Reporting and Transfer Costs are likely to exceed amounts accrued as of March 31, 2020.\nThe remaining liquidation period of the GUC Trust is uncertain. The GUC Trust had an initial stated term of three years from the Effective Date. The Bankruptcy Court has entered orders extending the duration of the GUC Trust to March 31, 2021. The GUC Trust is required by the GUC Trust Agreement to continue its existence until the date on which all distributable assets of the GUC Trust have been distributed and the liquidation and wind-down of MLC and its debtor subsidiaries has been completed. The term of the GUC Trust may again be extended upon application to and approval of the Bankruptcy Court as necessary to complete the resolution of all potential claims and the wind-down of MLC. The GUC Trust will remain under the jurisdiction of the Bankruptcy Court throughout the term of its existence. It is currently anticipated that the GUC Trust will be required to seek further approval to extend its term, because, although it is uncertain at this time, it is anticipated that the distribution of assets and wind-down will not be completed by March 31, 2021. As of March 31, 2020, for purposes of recording reserves for Expected Costs of Liquidation, the GUC Trust has estimated that the remaining liquidation period will likely extend through July 2021. If the GUC Trust is required to seek another extension of the term and such request is approved by the Bankruptcy Court, and if the remaining liquidation period extends beyond July 2021, additional Wind-Down Costs and Reporting and Transfer Costs are likely to be incurred in continuing the operations of the GUC Trust beyond those accrued as of March 31, 2020.\nThe GUC Trust may be required to set aside additional Distributable Cash to fund Wind-Down Costs or Reporting Costs of the GUC Trust if the current set asides of Distributable Cash for such purposes are insufficient, which would reduce the amount of Distributable Cash available for distribution to GUC Trust Unit beneficiaries.\nAs has previously occurred as described below, to the extent that the Administrative Fund is or has at any time been insufficient to satisfy the Wind-Down Costs of the GUC Trust, or that the Reporting and Transfer Cash is or has at any time been insufficient to satisfy the Reporting Costs of the GUC Trust, the GUC Trust Administrator has been and continues to be authorized, with the approval of the GUC Trust Monitor, to set aside, and, with the approval of the Bankruptcy Court, to appropriate Distributable Cash to cover such shortfall. To the extent that Distributable Cash is set aside and/or appropriated to obtain funding to complete the wind-down of the Debtors, such Distributable Cash will not be available for distribution to the beneficiaries of the GUC Trust.\nPrior to the liquidation of all New GM Securities previously held by the GUC Trust described under the heading \u201cThe GUC Trust Assets\u201d in Item 1 (\u201cBusiness\u201d) above, in March and December 2012, and again in January 2015, the Bankruptcy Court approved the sale of", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 40730_2020.htm (CIK: 40730, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02282", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11.EXECUTIVE COMPENSATION.\nThe information required by this item is included under the caption \u201cExecutive Compensation\u201d in our proxy statement relating to our 2021 Annual Meeting of Shareholders scheduled to be held on June 10, 2021 and is incorporated herein by reference.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 830616_2020.htm (CIK: 830616, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02283", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nInformation required by this item is incorporated herein by reference to our Proxy Statement with respect to our 2021 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the end of the fiscal year covered by this Annual Report.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1371285_2020.htm (CIK: 1371285, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02284", "source": "edgar", "source_license": "public_domain", "text": "Item 1A.\nRisk Factors\nInvesting in our securities involves a high degree of risk. In addition to the other information contained in this annual report on Form 10-K, the following information should be carefully considered before making an investment in our securities. The risks set out below are not the only risks we face. Additional risks and uncertainties not presently known to us or not presently deemed material by us might also impair our operations and performance. If any of the following events occur, our business, financial condition and results of operations could be materially and adversely affected. In such case, our net asset value and the trading price of our securities could decline, and you may lose part or all of your investment.\nThe following is a summary of the principal risks that you should carefully consider before investing in our securities. Further details regarding each risk included in the below summary list can be found further below.\n\u2022\nThe Adviser relies on key personnel, the loss of any of whom could impair its ability to successfully manage us.\n\u2022\nWe operate in a highly competitive market for investment opportunities.\n\u2022\nWe may from time to time expand our business through acquisitions, which could disrupt our business and harm our financial condition.\n\u2022\nRegulations governing our operation as a BDC affect our ability to, and the way in which we, raise additional capital.\n\u2022\nOur portfolio investments for which there is no readily available market, including our investment in our Joint Ventures and our investments in CLO Funds, are recorded at fair value as determined in good faith by our Board. As a result, there is uncertainty as to the value of these investments.\n\u2022\nWe borrow money, which magnifies the potential for gain or loss on amounts invested and may increase the risk of investing in us.\n\u2022\nWe may default under the Revolving Credit Facility, the 6.125% Notes due 2022 or any future indebtedness or be unable to amend, repay or refinance any such facility or financing arrangement on commercially reasonable terms, or at all, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.\n\u2022\nOur investments may be risky, and you could lose all or part of your investment.\n\u2022\nThe lack of liquidity in our investments may adversely affect our business.\n\u2022\nShares of closed-end investment companies, including BDCs, frequently trade at a discount to their net asset value, and we cannot assure you that the market price of our common stock will not decline below the net asset value of the stock.\n\u2022\nWe may be unable to realize the benefits anticipated by the GARS Acquisition, including estimated cost savings, or it may take longer than anticipated to realize such benefits.\n\u2022\nThe HCAP Acquisition is subject to closing conditions, including stockholder approval, that, if not satisfied or waived, will result in the HCAP Acquisition not being completed.\n\u2022\nCapital markets may experience periods of disruption and instability and we cannot predict when these conditions will occur. Such market conditions could materially and adversely affect debt and equity capital markets in the United States and abroad, which could have a negative impact on our business, financial condition and results of operations.\n\u2022\nMajor public health issues, and specifically the novel coronavirus COVID-19, could have an adverse impact on our financial condition and results of operations and other aspects of our business.\nRisks Related to Our Business and Structure\nIneffective internal controls could impact our business and operating results.\nOur internal control over financial reporting may not prevent or detect misstatements because of its inherent limitations, including the possibility of human error, the circumvention or overriding of controls, or fraud. Even effective internal controls can provide only reasonable assurance with respect to the preparation and fair presentation of financial st", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1372807_2020.htm (CIK: 1372807, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02285", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA.\nThe following financial information for the five most recent fiscal years has been derived from our consolidated financial statements. This information should be read in conjunction with the consolidated financial statements and related notes thereto included elsewhere herein.\n(1)Fiscal 2017 consisted of 53 weeks while all other periods presented consisted of 52 weeks.\n(2)Fiscal 2016 results of operations includes $11.4 million of non-recurring purchase accounting adjustments and integration costs related to the acquisition of Lamrite West, Inc. and certain of its affiliates and subsidiaries (\u201cLamrite\u201d) on February 2, 2016.\n(3)The restructure and impairment charges in fiscal 2019 primarily relate to the closure of our Pat Catan\u2019s stores and impairments taken on our Darice wholesale business. The restructure and impairment charges in fiscal 2018 primarily relate to the closure of our Aaron Brothers and Pat Catan\u2019s stores.\n(4)Net income for fiscal 2018 and fiscal 2017 includes $1.0 million and $8.5 million, respectively, of net additional income tax expense as a result of the Tax Cuts and Jobs Act of 2017.\n(5)On February 3, 2019, we adopted Accounting Standards Update 2016-02, Leases (Topic 842), which resulted in the recording of operating lease assets and operating lease liabilities on our consolidated balance sheet.\n(6)The calculation of average net sales per selling square foot only includes Michaels comparable stores.\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax expense. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02286", "source": "edgar", "source_license": "public_domain", "text": "Item 7.\nManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nYou should read the following discussion of our financial condition and results of operations together with the audited consolidated financial statements and notes to the financial statements included elsewhere in this Form 10-K. This discussion contains forward-looking statements that involve risks and uncertainties. The forward-looking statements are not historical facts, but rather are based on current expectations, estimates, assumptions and projections about our industry, business and future financial results. Our actual results could differ materially from the results contemplated by these forward-looking statements due to a number of factors, including those discussed under \u201cRisk Factors\u201d in Part I, Item 1A above.\nBusiness and Executive Overview\nWe are a global company that delivers innovative, advanced high-performance networking technologies and Internet connected products to consumers, businesses, and service providers. Our products are designed to simplify and improve people\u2019s lives. Our goal is to enable people to collaborate and connect to a world of information and entertainment. We are dedicated to delivering innovative and advanced connected solutions ranging from mobile and cloud-based services for enhanced control and security, to smart networking products, video over Ethernet for Pro AV applications, easy-to-use WiFi solutions and performance gaming routers to enhance console, online and cloud game play. Our products are built on a variety of technologies such as wireless (WiFi and 4G/5G mobile), Ethernet and powerline, with a focus on reliability and ease-of-use. Additionally, we continually invest in research and development to create new technologies and to capitalize on technological inflection points and trends, such as WiFi 6, 5G and Pro AV. Our product lines consist of devices that create and extend wired and wireless networks, devices that attach to the network, such as smart digital canvasses as well as services that complement and enhance our product line offerings. These products are available in multiple configurations to address the changing needs of our customers in each geographic region.\nOn February 6, 2018, we announced that the Board of Directors had unanimously approved the pursuit of a separation of our smart camera business, Arlo, from NETGEAR (the \u201cSeparation\u201d) to be effected by way of an initial public offering (\"IPO\") and spin-off (\"the Spin-Off\"). On December 31, 2018, we completed the Spin-Off of Arlo Technologies, Inc. (\u201cArlo\u201d), a majority owned subsidiary and reporting segment of NETGEAR at the time. Arlo\u2019s historical financial results for periods prior to the Spin-Off are reflected in our consolidated financial statements as discontinued operations for the periods presented. For further details, refer to Note 3, Discontinued Operations, in Notes to Consolidated Financial Statements in Item 8 of Part II of this Annual Report on Form 10-K.\nWe operate and report in two segments: Connected Home, and Small and Medium Business (\"SMB\"). We believe that this structure reflects our current operational and financial management, and that it provides the best structure for us to focus on growth opportunities while maintaining financial discipline. The leadership team of each segment is focused on product and service development efforts, both from a product marketing and engineering standpoint, to service the unique needs of their customers. The Connected Home segment is focused on consumers and consists of high-performance, dependable and easy-to-use WiFi internet networking solutions such as WiFi mesh systems, routers, 4G/5G mobile products, smart devices such as Meural digital canvasses, and subscription services, offering consumers a range of parental controls and cyber security for their home networks. The SMB segment is focused on small and medium-sized businesses and consists of business netwo", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1122904_2020.htm (CIK: 1122904, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02287", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A: RISK FACTORS\nAn investment in the Company\u2019s common stock is subject to risks inherent to the Company\u2019s business. The material risks and uncertainties that management believes affect the Company are described below. Before making an investment decision, you should carefully consider the risks and uncertainties described below together with all of the other information included or incorporated by reference in this report. The risks and uncertainties described below are not the only ones facing the Company. Additional risks and uncertainties that management is not aware of or focused on or that management currently deems immaterial may also impair the Company\u2019s business operations. This report is qualified in its entirety by these risk factors.\nIf any of the following risks actually occur, the Company\u2019s financial condition and results of operations could be materially and adversely affected. If this were to happen, the value of the Company\u2019s common stock could decline significantly, and you could lose all or part of your investment.\nRisks Related to the Company\u2019s Business\nThe Company\u2019s business is subject to interest rate risk and variations in interest rates may negatively affect its financial performance.\nChanges in the interest rate environment may reduce profits. The Company\u2019s earnings and cash flows are largely dependent upon its net interest income. Net interest income is the difference between the interest earned on loans, securities and other interest-earning assets, and interest paid on deposits, borrowings and other interest-bearing liabilities. As prevailing interest rates change, net interest spreads are affected by the difference between the maturities and re-pricing characteristics of interest-earning assets and interest-bearing liabilities. In addition, loan volume and yields are affected by market interest rates on loans, and rising interest rates generally are associated with a lower volume of loan originations. An increase in the general level of interest rates may also adversely affect the ability of certain borrowers to pay the interest on and principal of their obligations. Accordingly, changes in levels of market interest rates could materially adversely affect the Company\u2019s net interest spread, asset quality, loan origination volume and overall profitability.\nThe Company is subject to lending risk.\nThere are inherent risks associated with the Company\u2019s lending activities. These risks include, among other things, the impact of changes in interest rates and changes in the economic conditions in the markets where the Company operates as well as those across the Commonwealth of Pennsylvania and the United States. Increases in interest rates and/or weakening economic conditions could adversely impact the ability of borrowers to repay outstanding loans or the value of the collateral securing these loans. The Company is also subject to various laws and regulations that affect its lending activities. Failure to\ncomply with applicable laws and regulations could subject the Company to regulatory enforcement action that could result in the assessment of significant civil money penalties against the Company.\nCommercial, commercial real estate and real estate construction loans are generally viewed as having more risk of default than residential real estate loans or consumer loans. These types of loans are also typically larger than residential real estate loans and consumer loans. Because these loans generally have larger balances than residential real estate loans and consumer loans, the deterioration of one or a few of these loans could cause a significant increase in non-performing loans. An increase in non-performing loans could result in a net loss of earnings from these loans, an increase in the provision for possible loan losses and an increase in loan charge-offs, all of which could have a material adverse effect on the Company\u2019s financial condition and results of operations.\nThe Company\u2019s allowance fo", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1098151_2020.htm (CIK: 1098151, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02288", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. RISK FACTORS\nRisks Relating to TEC\u2019s Business and Strategy\nRegulatory, Legislative, and Legal Risks\nTEC\u2019s electric and gas utilities are regulated; changes in regulation or the regulatory environment could reduce revenues, increase costs or competition.\nTEC\u2019s electric and gas utilities operate in regulated industries. Retail operations, including the rates charged, are regulated by the FPSC, and Tampa Electric\u2019s wholesale power sales and transmission services are subject to regulation by the FERC. Changes in regulatory requirements or regulatory actions could have an adverse effect on TEC\u2019s financial performance by, for example, reducing revenues, increasing competition or costs, threatening investment recovery or impacting rate structure.\nIf Tampa Electric or PGS earn returns on equity above their respective allowed ranges, indicating a trend, those earnings could be subject to review by the FPSC. Ultimately, prolonged returns above their allowed ranges could result in credits or refunds to customers, which could reduce future earnings and cash flow.\nChanges in the environmental and land use laws and regulations affecting its businesses could increase TEC\u2019s costs or curtail its activities.\nTEC\u2019s businesses are subject to regulation by various governmental authorities dealing with air, water and other environmental matters. Changes in compliance requirements or the interpretation by governmental authorities of existing requirements may impose additional costs on TEC, requiring cost-recovery proceedings and/or requiring it to modify its business model. In addition, environmental and land use laws and regulations may curtail sales of natural gas to new customers, which could reduce PGS\u2019s customer growth in the future.\nFederal or state regulation of GHG emissions, depending on how they are enacted, could increase Tampa Electric\u2019s costs or the rates charged to its customers, which could curtail sales.\nOn June 19, 2019, the EPA released a final rule named the Affordable Clean Energy (ACE) rule. The ACE rule, which replaces the Clean Power Plan adopted in 2015, establishes emission guidelines for states to address GHG emissions from existing coal-fired electric generating units. Tampa Electric has emission units that are subject to the ACE rule and is preparing to engage in the development of a state plan that could be finalized by the end of 2021.\nThe outcome of expected litigation and the EPA rulemaking process and its impact on Tampa Electric\u2019s business is currently uncertain. Tampa Electric is continuing to evaluate the potential impact of the rule, but currently expects prudently incurred related costs for compliance to be recovered through rates. Timing of recovery could impact earnings and cash flows, and increases in rates charged to customers could result in reduced sales.\nThe computation of TEC\u2019s provision for income taxes is impacted by changes in tax legislation.\nAny changes in tax legislation could affect TEC\u2019s future cash flows and financial position. The value of TEC\u2019s existing deferred tax assets and liabilities are determined by existing tax laws and could be impacted by changes in laws. See Note 4 of the 2020 Annual TEC Consolidated Financial Statements for further information regarding TEC\u2019s income taxes.\nTampa Electric and PGS may not be able to secure adequate rights-of-way to construct transmission lines, gas interconnection lines and distribution-related facilities and could be required to find alternate ways to provide adequate sources of energy and maintain reliable service for their customers.\nTampa Electric and PGS rely on federal, state and local governmental agencies to secure rights-of-way and siting permits to construct transmission lines, gas interconnection lines and distribution-related facilities. If adequate rights-of-way and siting permits to build new transportation and transmission lines cannot be secured, then Tampa Electric and PGS:\n\u2022\nMay need to remove or abandon its facilities on t", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, deferred tax, tax law. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02289", "source": "edgar", "source_license": "public_domain", "text": "Item 8 - Financial Statements and Supplementary Data\nOur consolidated financial statements, the notes thereto and the Report of BDO USA, LLP, our Independent Registered Public Accounting Firm, are included in this Annual Report on Form 10-K on pages through.\nItem 9", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1084961_2020.htm (CIK: 1084961, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02290", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7.\nMANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.\nThe purpose of this discussion and analysis is to enhance the understanding and evaluation of the financial position, results of operations, cash flows, indebtedness and other key financial information of the Company for fiscal years 2020 and 2019. Our MD&A should be read in conjunction with the Consolidated Financial Statements and related Notes included in Item 8, Financial Statements and Supplementary Data, of this Annual Report on Form 10-K.\nOverview\nThe Company developed stereo headphones in 1958 and has been a leader in the industry ever since. We market a complete line of high-fidelity headphones, wireless Bluetooth\u00ae headphones, wireless Bluetooth\u00ae speakers, computer headsets, telecommunications headsets, and active noise canceling headphones. Koss operates as one business segment, as its principal business line is the design, manufacture and sale of stereo headphones and related accessories.\nThe Company\u2019s products are sold domestically and internationally through a variety of retailers and distributors, as well as directly to other manufacturers for including with their own products. Changes in sales volume are driven primarily by the addition or loss of customers, a customer adding or removing a product from its inventory, or changes in economic conditions. They are relatively less impacted by seasonality or the traditional holiday shopping season.\nAlthough certain of the Company's products could be viewed as essential by consumers for use with mobile phones and other portable electronic devices, other products are more of a discretionary spend. The results of the Company's operations are therefore susceptible to consumer confidence and macroeconomic factors.\nFiscal Year 2020 Summary\n\u2022\nNet sales decreased 16.2% to $18,311,830 on volume declines in the export markets. The export sales declined for most distributors, driven by effects of currency devaluations against the US dollar and COVID-19, and the contract ended for an original equipment manufacturer (\"OEM\") customer in Asia. Domestic sales declined 1% compared to the prior year.\n\u2022\nGross profit as a percent of sales decreased 0.3% to 30.9%. The decrease was primarily due to the decline in volume and a change in the mix of sales by product and by channel.\n\u2022\nSelling, general and administrative spending was lower as a result of decreased costs for legal expense, deferred compensation expense and an increase in the credit for cash surrender value of life insurance.\n\u2022\nTax expense for the year ended June 30, 2020 was minimal due to an offsetting change in the valuation allowance for deferred tax assets.\nConsolidated Results\nThe following table presents selected consolidated financial data for each of the past two fiscal years:\n*As adjusted for the retrospective change in accounting policy.\n2020 Results of Operations Compared with 2019\nNet sales for 2020 decreased primarily due to decreased sales in the Company's export markets. Domestic sales reflected mixed results among markets but, overall, declined 1% compared to 2019.\nExport net sales decreased by $3,435,837 to $3,150,519. Sales to an OEM customer in Asia decreased by approximately $973,000 as the contract with this customer was completed during fiscal year 2020. Sales volumes with export distributors were weak early in the year as the strength of the US dollar impacted their margins. The declines worsened when the economies of many countries were adversely affected by the COVID-19 pandemic. Net sales to the key distributors in Europe declined by more than 50% with drastically reduced sales in the last few months of the fiscal year. The Company would expect to see some improvement in these markets as the economic conditions improve following the COVID-19 pandemic.\nFor the year ended June 30, 2020, domestic net sales decreased from $ 15,255,741 to $ 15,161,311. There was a significant shift in sales from mass retail to onli", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: tax expense, deferred tax. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02291", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nReferences to the \u201cCompany,\u201d \u201cour,\u201d \u201cus\u201d or \u201cwe\u201d refer to DiamondHead Holdings Corp. The following discussion and analysis of the Company\u2019s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.\nCautionary Note Regarding Forward-Looking Statements\nThis Annual Report on Form 10-K includes forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as \u201cmay,\u201d \u201cshould,\u201d \u201ccould,\u201d \u201cwould,\u201d \u201cexpect,\u201d \u201cplan,\u201d \u201canticipate,\u201d \u201cbelieve,\u201d \u201cestimate,\u201d \u201ccontinue,\u201d or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other SEC filings.\nOverview\nWe are a blank check company incorporated in Delaware on October 7, 2020. We were formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the \u201cBusiness Combination\u201d).\nAs of December 31, 2020, we had not commenced any operations. All activity for the period from October 7, 2020 (inception) through December 31, 2020 relates to our formation and the initial public offering (\u201cInitial Public Offering\u201d), which is described below. We will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. We will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.\nOur sponsor is DHP SPAC-II Sponsor LLC, a Delaware limited liability company (the \u201cSponsor\u201d). The registration statement for our Initial Public Offering was declared effective on January 25, 2021. On January 28, 2021, we consummated the Initial Public Offering of 34,500,000 units (the \u201cUnits\u201d and, with respect to the Class A common stock included in the Units being offered, the \u201cPublic Shares\u201d), including 4,500,000 additional Units to cover over-allotments (the \u201cOver-Allotment Units\u201d), at $10.00 per Unit, generating gross proceeds of $345.0 million, and incurring offering costs of approximately $19.6 million, of which approximately $12.1 million in deferred underwriting commissions.\nSimultaneously with the closing of the Initial Public Offering, we consummated the private placement (\u201cPrivate Placement\u201d) of 5,933,333 warrants (each, a \u201cPrivate Placement Warrant\u201d and collectively, the \u201cPrivate Placement Warrants\u201d) at a price of $1.50 per Private Placement Warrant to our Sponsor and to certain qualified institutional buyers or institutional accredited investors, including certain funds and accounts managed by subsidiaries of BlackRock, Inc. and Millennium Management LLC (each an \u201cAnchor Investor\u201d), generating proceeds of $8.9 million.\nUpon the closing of the Initial Public Offering and the Private Placement, $345.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement was placed in a trust account (\u201cTrust Account\u201d), located in the United States and invested only in U.S", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1830188_2020.htm (CIK: 1830188, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02292", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A.\nRisk Factors\nThe risks described below may not be the only ones relating to our company. Additional risks that we currently believe are immaterial may also impair our business operations. Our business, financial conditions and future prospects and the trading price of our common stock could be harmed as a result of any of these risks. Investors should also refer to the other information contained or incorporated by reference in this Annual Report on Form 10-K, including our financial statements and related notes, and our other filings from time to time with the Securities and Exchange Commission or SEC.\nRisk Factors Summary\nOur business is subject to a number of risks and uncertainties, including those risks discussed at length below. These risks include, among others, the following principal risk factors that make an investment in our company speculative or risky. You are encouraged to carefully review our full discussion of the material risk factors relevant to an investment in our business, which follows the brief bulleted list of our principal risk factors set forth below:\n\u2022\nWe have incurred significant losses since our inception and expect to continue to incur significant losses for the foreseeable future and may never achieve or maintain profitability.\n\u2022\nWe are dependent on the success of PDS0101, which is still in early-stage clinical development, and if PDS0101 does not receive regulatory approval or is not successfully commercialized, our business may be harmed.\n\u2022\nWe have a limited operating history and have never generated any product revenue.\n\u2022\nWe will require additional capital to fund our operations, and if we fail to obtain necessary financing, we may not be able to complete the development and commercialization of our Versamune\u00ae Products.\n\u2022\nRaising additional funds by issuing securities may cause dilution to existing stockholders and raising funds through lending and licensing arrangements may restrict our operations or require us to relinquish proprietary rights.\n\u2022\nWe will need to expand our organization, and may experience difficulties in managing this growth, which could disrupt operations.\n\u2022\nOur employees, independent contractors, principal investigators, consultants, commercial collaborators, service providers and other vendors may engage in misconduct or other improper activities, including noncompliance with regulatory standards and requirements, which could have an adverse effect on our results of operations.\n\u2022\nIf we fail to maintain an effective system of internal control over financial reporting in the future, we may not be able to accurately report our financial condition, results of operations or cash flows, which may adversely affect investor confidence in us and, as a result, the value of our common stock. Further, we continue to incur significant increased costs as a result of operating as a public company, and our management is required to devote substantial time to compliance initiatives.\n\u2022\nOur business and operations would suffer, and could be negatively affected, in the event of system failures or cyberattacks.\n\u2022\nPeriodic reporting requirements under the Exchange Act and compliance with the Sarbanes-Oxley Act of 2002, including establishing and maintaining acceptable internal control over financial reporting, are costly and may increase substantially and, as a smaller reporting company, we may take advantage of reduced reporting requirements which may make our common stock less attractive to investors.\n\u2022\nClinical trials are very expensive, time-consuming, difficult to design and implement and involve an uncertain outcome, and if they fail to demonstrate safety and efficacy to the satisfaction of the FDA, or similar regulatory authorities, we will be unable to commercialize PDS0101 and other Versamune\u00ae based products.\n\u2022\nEnrollment and retention of subjects in clinical trials is an expensive and time-consuming process and could be made more difficult or rendered impossible by multiple f", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1472091_2020.htm (CIK: 1472091, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02293", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation.\nThe information required by this Item will be set forth in the Company\u2019s proxy statement to be filed with the Securities and Exchange Commission within 120 days after the Company\u2019s fiscal year end and is incorporated herein by reference.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1787400_2020.htm (CIK: 1787400, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02294", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s discussion and analysis of financial condition and results of operations\nYou should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and related notes and other financial information appearing elsewhere in this Annual Report on Form 10-K. Some of the information contained in this discussion and analysis or set forth elsewhere in this Annual Report on Form 10-K, including information with respect to our plans and strategy for our business, includes forward-looking statements based upon current plans, expectations and beliefs that involve risks and uncertainties. As a result of many factors, including those factors set forth in the \u201cRisk Factors\u201d section of this Annual Report on Form 10-K, our actual results could differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. Our fiscal year ends January 31. References to fiscal 2020, 2019, and 2018 refer to the fiscal years ended January 31, 2020, 2019, and 2018.\nFinancial Highlights\nFiscal 2020\n\u2022Total revenue increased 25% to $124.8 million in fiscal 2020, compared with $99.9 million in fiscal 2019.\n\u2022Net loss was $20.3 million in fiscal 2020, compared with $15.1 million in fiscal 2019.\n\u2022Adjusted EBITDA was positive $4.8 million in fiscal 2020, compared with positive $3.5 million in fiscal 2019.\n\u2022Cash provided by operating activities was $0.8 million and free cash flow was negative $11.5 million in fiscal 2020.\nFiscal 2019\n\u2022Total revenue increased 25% to $99.9 million in fiscal 2019, compared with $79.8 million in fiscal 2018.\n\u2022Net loss was $15.1 million in fiscal 2019, compared with $18.2 million in fiscal 2018.\n\u2022Adjusted EBITDA was positive $3.5 million in fiscal 2019, compared with negative $4.1 million in fiscal 2018.\nFor a reconciliation of Adjusted EBITDA to net loss and free cash flow, to cash provided by (used in) operating activities, and for more information as to how we define and calculate such measures, see the section below titled \u201cNon-GAAP financial measures.\u201d\nOverview\nWe are a leading provider of comprehensive solutions that transform the healthcare experience by engaging patients in their care and enabling healthcare provider organizations to optimize operational efficiency, improve profitability and enhance clinical care. As evidenced in industry survey reports from KLAS, we have been recognized as a leader based on our integration capabilities with healthcare provider organizations, the broad adoption of our patient intake functionalities and by overall client satisfaction. Through the SaaS-based Phreesia Platform, which we refer to as the Phreesia Platform or our Platform, we offer our provider clients a robust suite of solutions to manage the patient intake process and an integrated payments solution for secure processing of patient payments. Our Platform also provides life sciences companies with an engagement channel for targeted and direct communication with patients.\nWe serve an array of healthcare provider organizations of all sizes from single-specialty practices, which include internal and family medicine, urology, dermatology and orthopedics, to large, multi-specialty groups. Our life sciences business additionally serves clients in the pharmaceutical, biotechnology and medical device industries.\nWe derive revenue from (i) subscription fees from healthcare provider organizations for access to the Phreesia Platform and related professional services fees, (ii) payment processing fees based on levels of patient payment volume processed through the Phreesia Platform and (iii) fees from life sciences companies to deliver marketing content to patients using the Phreesia Platform. We have strong visibility into our business as the majority of our revenue is derived from recurring subscription fees and re-occurring payment processing fees.\nWe market and sell our products ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1412408_2020.htm (CIK: 1412408, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02295", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nWe are exposed to numerous risk factors that individually or in the aggregate could cause actual results to differ materially from recent results or anticipated future results. The following discussion details the material risk factors to our Company. While our enterprise risk management framework contains various strategies, processes, policies and procedures to address these risks and uncertainties, we cannot be certain that these measures will be implemented successfully in all circumstances. In addition, we could experience risks that we failed to identify, or risks of a magnitude greater than expected. Readers are advised to consider all of these factors along with the other information included in this 2020 Annual Report, including the factors set forth under the caption \"Caution Regarding Forward-Looking Statements\" in Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations and to consult any further disclosures we make on related subjects in our filings with the SEC.\nEconomic and Investment Market Risk Factors\nOur results of operations are materially affected by economic and political conditions in the U.S. and elsewhere. The strength and sustainability of economic activity is inherently uncertain. Factors such as unemployment, workforce participation levels, consumer prices, domestic political uncertainty and strife, geopolitical and international trade issues, energy prices, stagnant or declining family incomes, consumer confidence and spending, and increased student and consumer debt can adversely affect the economy and demand for our products. Unfavorable economic developments could adversely affect us if our customers have less need for insurance coverage, cancel existing insurance policies, modify coverage, or choose not to renew with us. Challenging economic conditions may impair the ability of our customers to pay premiums as they come due. These risks are exacerbated by the ongoing COVID-19 pandemic.\nInterest rates have a significant impact on our business and on consumer demand for our products. When interest rates rise, the value of our investment portfolio may decline due to decreases in the fair value of our fixed maturity securities. In addition, increasing rates on other insurance or investment products offered by competitors can lead to higher surrenders by our customers at a time when fixed maturity investment asset values are lower. We may react to market conditions by increasing crediting rates, which narrows our \u201cspread,\u201d or the difference between the amounts we earn on investments and the amount we must pay under our contracts. Decreasing interest rates also can adversely affect our spreads, particularly with interest-sensitive life insurance and fixed annuities. An environment of persistently low (or lower) interest rates, as in recent years, compounds this spread compression. Further, when market interest rates decrease or remain at relatively low levels, prepayments and redemptions affecting our investment securities and mortgage loan investments may increase as issuers and borrowers seek to refinance at a lower rate. Proceeds from maturing, prepaid or sold bonds or mortgage loan investments may be reinvested at lower yields, reducing our spread. Our ability to decrease product crediting rates in response may be limited by market and competitive conditions and by regulatory or contractual minimum rate guarantees. While we use ALM processes to mitigate the effect on our spreads of changes in interest rates, they may not be fully effective. See the Risk Management discussion in Part I, Item 1, Business above and Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations - General Trends below for further details about interest rates and our ALM processes.\nITEM 1A. RISK FACTORS - (Continued)\nThe low-interest rate environment is a challenge for life and annuity insurers as the spreads on ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1801075_2020.htm (CIK: 1801075, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02296", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION.\nSummary Compensation Table\nThe following table sets forth all compensation earned in respect of the Company\u2019s principal executive officer (\u201cPEO\u201d) for 2020 and 2019:\nDirector Compensation\nThe following table sets forth certain information concerning the compensation of our non-employee directors for the fiscal year ended December 31, 2020:\n(1)\nThe amounts reported in these columns represent the grant-date fair value of option awards granted during the year ended December 31, 2020, calculated in accordance with FASB ASC Topic 718. The assumptions used in calculating these amounts are discussed in Note 10 of the Notes to Consolidated Financial Statements included in this Annual Report.\n(2)\nOn August 19, 2020, Mr. Zolty, Mr. Friedman and Mr. Brown were granted five-year options to purchase 300,000, 300,000 and 450,000 shares of common stock, respectively, at an exercise price of $0.75 per share.\nOutstanding Equity Awards at Fiscal Year End\nAs of December 31, 2020, no awards were outstanding that were held by a named executive officer under our 2019 Equity Incentive Plan.\nRisk Management\nThe Company does not believe risks arising from its compensation policies and practices for its employees are reasonably likely to have a material adverse effect on the Company.\nEquity Grant Committee\nIn August 2020, the Board of Directors created an Equity Grant Committee and authorized it to make equity awards to employees, consultants and other service providers. Mr. Brown and Mr. Shimrat are the current members of the Equity Grant Committee. The Equity Grant Committee acted by written consent on three occasions during the year ended December 31, 2020.\nCompensation Committee Interlocks and Insider Participation\nCurrently, the Board of Directors does not have a standing compensation committee, or a committee performing similar functions, except for the Equity Grant Committee. During the fiscal year ended 2020, the entire Board of Directors deliberated with respect to executive compensation.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1569340_2020.htm (CIK: 1569340, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02297", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation.\nThe information required by this item is incorporated herein by reference to our 2021 Proxy Statement.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1659323_2020.htm (CIK: 1659323, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02298", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. Selected Financial Data.\nThe following table sets forth selected financial data for each of the last five years (dollar amounts in millions, except for per share amounts):\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 37996_2020.htm (CIK: 37996, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02299", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nAggregate Compensation of Directors and Officers\nThe aggregate compensation we paid to our executive officers and directors for the year ended December 31, 2020 was approximately $2.7 million. This amount includes amounts paid, set aside or accrued to provide pension, severance, retirement or similar benefits or expenses, but does not include share-based compensation expenses, or business travel, professional and business association dues and expenses reimbursed to office holders, and other benefits commonly reimbursed or paid by companies in our industry. As of December 31, 2020, options to purchase 220,353 ordinary shares granted to our officers and directors were outstanding under our share option plan at a weighted average exercise price of $0.6 per share.\nIndividual Compensation of Officers\nThe table and summary below outlines the compensation granted to our five most highly compensated officers with respect to the year ended December 31, 2020. For purposes of the table and the summary below, \u201ccompensation\u201d includes base salary, bonuses, equity-based compensation, retirement or termination payments, benefits and perquisites such as car, phone and social benefits and any undertaking to provide such compensation.\n(1) Salary includes gross salary plus payment by us of social benefits on behalf of the officer. Such benefits may include, to the extent applicable, payments, contributions and/or allocations for risk insurance (e.g., life, or work disability insurance), payments for social security, vacation, medical insurance and benefits, and other benefits and perquisites consistent with our policies.\n(2) Represents bonuses granted with respect to 2020.\n(3) Represents the equity-based compensation expenses recorded in our consolidated financial statements for the year ended December 31, 2020, based on the options\u2019 fair value on the grant date, calculated in accordance with applicable accounting guidance for equity-based compensation. For a discussion of the assumptions used in reaching this valuation, see Note 2L to our annual consolidated financial statements included in this Annual Report on Form 10-K.\nOutstanding Equity Awards\nThe table below outlines the unexercised options; stock that has not vested; and equity incentive plan awards for each executive officer outstanding as of December 31, 2020.\nDirector Compensation\nThe table below outlines the unexercised options; stock that has not vested; and equity incentive plan awards for each executive officer outstanding as of December 31, 2020.\nEmployment Agreements\nThe material employment terms for Dr. Haluska, our former Chief Executive Officer, are as follows: (1) an annual salary of $480,000 ($400,000 until April 30, 2019, when it was amended by a general meeting of our shareholders); (2) an annual bonus, subject to achievement of objectives set by the board of directors, in the target amount of $200,000; (3) payment of nine months\u2019 of salary upon termination (or resignation for a good reason event), a partial annual bonus (pro rata) and partial vesting acceleration of option warrants (and in the case of termination or voluntary resignation with regard to changes in control of the company, a full annual bonus and full vesting acceleration of option warrants); and (4) all employee benefit plans, programs and arrangements, and all fringe benefits and perquisites that are made available to our senior executives, including health insurance coverage in accordance with the terms of our health insurance plan. In total, we have allocated Dr. Haluska options to purchase 2,059,016 ordinary shares in connection with his employment agreement. Of these, options to purchase 562,782, 164,942 and 909,203 ordinary shares vest in four annual tranches from the date of his employment (May 2016) with respective exercise prices of $2.60, $2.90 and $3.67, and options to purchase 422,090 ordinary shares vest in 16 quarterly tranches from the date of approval by our B", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1534248_2020.htm (CIK: 1534248, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02300", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nThe information required by this item is incorporated herein by reference to the section captioned \u201cExecutive Compensation\u201d in the Proxy Statement.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 858800_2020.htm (CIK: 858800, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02301", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nOverview\nThe following Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations (\u201cMD&A\u201d) is intended to help the reader understand Community Trust Bancorp, Inc., our operations, and our present business environment. The MD&A is provided as a supplement to-and should be read in conjunction with-our consolidated financial statements and the accompanying notes thereto contained in Item 8 of this annual report. The MD&A includes the following sections:\n\u2756 Our Business\n\u2756 Financial Goals and Performance\n\u2756 Results of Operations and Financial Condition\n\u2756 Contractual Obligations and Commitments\n\u2756 Liquidity and Market Risk\n\u2756 Interest Rate Risk\n\u2756 Capital Resources\n\u2756 Impact of Inflation, Changing Prices, and Economic Conditions\n\u2756 Stock Repurchase Program\n\u2756 Critical Accounting Policies and Estimates\nOur Business\nCommunity Trust Bancorp, Inc. (\u201cCTBI\u201d) is a bank holding company headquartered in Pikeville, Kentucky. Currently, we own one commercial bank, Community Trust Bank, Inc. (\u201cCTB\u201d) and one trust company, Community Trust and Investment Company. Through our subsidiaries, we have seventy-nine banking locations in eastern, northeastern, central, and south central Kentucky, southern West Virginia, and northeastern Tennessee, four trust offices across Kentucky, and one trust office in northeastern Tennessee. At December 31, 2020, we had total consolidated assets of $5.1 billion and total consolidated deposits, including repurchase agreements, of $4.4 billion. Total shareholders\u2019 equity at December 31, 2020 was $654.9 million. Trust assets under management at December 31, 2020 were $2.8 billion, including CTB\u2019s investment portfolio totaling $1.0 billion.\nThrough its subsidiaries, CTBI engages in a wide range of commercial and personal banking and trust and wealth management activities, which include accepting time and demand deposits; making secured and unsecured loans to corporations, individuals and others; providing cash management services to corporate and individual customers; issuing letters of credit; renting safe deposit boxes; and providing funds transfer services. The lending activities of CTB include making commercial, construction, mortgage, and personal loans. Lease-financing, lines of credit, revolving lines of credit, term loans, and other specialized loans, including asset-based financing, are also available. Our corporate subsidiaries act as trustees of personal trusts, as executors of estates, as trustees for employee benefit trusts, as paying agents for bond and stock issues, as investment agent, as depositories for securities, and as providers of full service brokerage and insurance services. For further information, see Item 1 of this annual report.\nFinancial Goals and Performance\nThe following table shows the primary measurements used by management to assess annual performance. The goals in the table below should not be viewed as a forecast of our performance for 2021. Rather, the goals represent a range of target performance for 2021. There is no assurance that any or all of these goals will be achieved. See \u201cCautionary Statement Regarding Forward Looking Statements.\u201d\nCOVID-19, the CARES Act, and Related Regulatory Actions\nImpact of COVID-19\nOn January 30, 2020, the World Health Organization (\u201cWHO\u201d) announced that the outbreak of the novel coronavirus disease 2019 (COVID-19) constituted a public health emergency of international concern. On March 11, 2020, the WHO declared COVID-19 to be a global pandemic. The health concerns relating to the COVID-19 outbreak and related governmental actions taken to reduce the spread of the virus have significantly impacted the global economy (including the states and local economies in which we operate), disrupted supply chains, caused additional volatility in equity market valuations, and created significant volatility and disruption in financial markets. The outb", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 350852_2020.htm (CIK: 350852, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02302", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nManagement\u2019s Discussion and Analysis includes financial information prepared in accordance with GAAP in the U.S., as well as certain non-GAAP financial measures such as adjusted earnings and adjusted EPS discussed below. Generally, a non-GAAP financial measure is a numerical measure of financial performance, financial position or cash flows that excludes (or includes) amounts that are included in (or excluded from) the most directly comparable measure calculated and presented in accordance with GAAP. The non-GAAP financial measures should be viewed as a supplement to, and not a substitute for, financial measures presented in accordance with GAAP. Non-GAAP measures as presented herein may not be comparable to similarly titled measures used by other companies.\nThe following combined Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations is separately filed by Duke Energy Corporation and its subsidiaries. Duke Energy Carolinas, LLC, Progress Energy, Inc., Duke Energy Progress, LLC, Duke Energy Florida, LLC, Duke Energy Ohio, Inc., Duke Energy Indiana, LLC and Piedmont Natural Gas Company, Inc. However, none of the registrants make any representation as to information related solely to Duke Energy or the subsidiary registrants of Duke Energy other than itself.\nManagement\u2019s Discussion and Analysis should be read in conjunction with the Consolidated Financial Statements and Notes for the years ended December 31, 2020, 2019 and 2018.\nSee \"Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations,\" in Duke Energy's Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on February 20, 2020, for a discussion of variance drivers for the year ended December 31, 2019, as compared to December 31, 2018.\nDUKE ENERGY\nDuke Energy is an energy company headquartered in Charlotte, North Carolina. Duke Energy operates in the U.S. primarily through its wholly owned subsidiaries, Duke Energy Carolinas, Duke Energy Progress, Duke Energy Florida, Duke Energy Ohio, Duke Energy Indiana and Piedmont. When discussing Duke Energy\u2019s consolidated financial information, it necessarily includes the results of the Subsidiary Registrants, which along with Duke Energy, are collectively referred to as the Duke Energy Registrants.\nExecutive Overview\nAt Duke Energy the fundamentals of our business are strong and allow us to deliver growth in earnings and dividends in a low-risk, predictable and transparent way. In 2020, we met our near-term financial commitments and continued to provide safe and reliable service while managing the impacts of the COVID-19 pandemic.\nIn early 2021, we continued to position the company for sustainable long-term growth, executing an important coal ash settlement agreement in North Carolina and announcing the $2 billion sale of a minority interest in Duke Energy Indiana, providing a source of efficient capital at an attractive valuation. We remain focused on a business portfolio that will deliver a reliable and growing dividend with 2020 representing the 94th consecutive year Duke Energy paid a cash dividend on its common stock. With these recent announcements, we also increased our long-term adjusted EPS growth rate to 5% to 7% through 2025. This growth is supported by our $59 billion capital plan from 2021 to 2025, clean energy investments that benefit our customers, timely cost-recovery mechanisms in most jurisdictions and our ability to effectively manage our cost structure.\nFinancial Results\n(a)See Results of Operations below for Duke Energy\u2019s definition of adjusted earnings and adjusted EPS as well as a reconciliation of this non-GAAP financial measure to net income available to Duke Energy and net income available to Duke Energy per basic share.\nDuke Energy's 2020 Net Income Available to Duke Energy Corporation (GAAP Reported Earnings) were impa", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 78460_2020.htm (CIK: 78460, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02303", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA.\nAs a \u201csmaller reporting company,\u201d we are not required to provide the information called for by this Item.\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1816581_2020.htm (CIK: 1816581, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02304", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors.\nSmaller reporting companies are not required to provide the information required by this item.\nItem 1B.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1629665_2020.htm (CIK: 1629665, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02305", "source": "edgar", "source_license": "public_domain", "text": "Item 8.Financial Statements and Supplementary Data\nIndex to Consolidated Financial Statements\nReport of Independent Registered Public Accounting Firm\nTo the Board of Directors and the Shareholders of IHS Markit Ltd.\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheets of IHS Markit Ltd. (the Company) as of November 30, 2020 and 2019, the related consolidated statements of operations, comprehensive income, cash flows, and changes in equity for each of the three years in the period ended November 30, 2020 and the related notes (collectively referred to as the \u201cconsolidated financial statements\u201d). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at November 30, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended November 30, 2020, in conformity with U.S. generally accepted accounting principles.\nWe also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company\u2019s internal control over financial reporting as of November 30, 2020, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated January 22, 2021 expressed an unqualified opinion thereon.\nBasis for Opinion\nThese financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company\u2019s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\nCritical Audit Matter\nThe critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of this critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below providing a separate opinion on the critical audit matter or on the account or disclosures to which it relates.\nMeasurement of the Income Tax Provision\nDescription of the MatterAs more fully described in Notes 2 and 13 to the consolidated financial statements, the Company operates in domestic and international markets and is subject to tax law in the U.K., U.S. and foreign tax jurisdictions. The income tax provision is based on current enacted tax laws and tax rates of each tax jurisdiction. The Company\u2019s accounting for income taxes involves the application of complex and changing tax regulations in multip", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax rate, tax provision, tax law. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02306", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11.\nEXECUTIVE COMPENSATION\nThe information required to be disclosed pursuant to this Item 11 is incorporated in its entirety herein by reference to the \u201cCompensation Disclosure and Analysis\u201d and \u201cInformation Relating to the Board of Directors and Committees Thereof\u201d portions of the Company\u2019s definitive proxy statement to be filed with the Commission pursuant to Regulation 14A within 120 days after the end of the Company\u2019s last fiscal year.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1690334_2020.htm (CIK: 1690334, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02307", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nThe following discussion is intended to assist you in understanding our present business and the results of operations together with our present financial condition. This section should be read in conjunction with our consolidated financial statements and the accompanying notes contained in this Report.\nExecutive Overview\nIntroduction\nIcahn Enterprises L.P. (\u201cIcahn Enterprises\u201d) is a master limited partnership formed in Delaware on February 17, 1987. Icahn Enterprises Holdings L.P. (\u201cIcahn Enterprises Holdings\u201d) is a limited partnership formed in Delaware on February 17, 1987. References to \u201cwe,\u201d \u201cour\u201d or \u201cus\u201d herein include both Icahn Enterprises and Icahn Enterprises Holdings and their subsidiaries, unless the context otherwise requires.\nIcahn Enterprises owns a 99% limited partner interest in Icahn Enterprises Holdings. Icahn Enterprises Holdings and its subsidiaries own substantially all of the assets and liabilities of Icahn Enterprises and conduct substantially all of its operations. Therefore, the financial results of Icahn Enterprises and Icahn Enterprises Holdings are substantially the same, with differences relating primarily to the allocation of the general partner interest. We do not discuss Icahn Enterprises and Icahn Enterprises Holdings separately unless we believe it is necessary to an understanding of the businesses.\nWe are a diversified holding company owning subsidiaries currently engaged in the following continuing operating businesses: Investment, Energy, Automotive, Food Packaging, Metals, Real Estate, Home Fashion and, as of December 2020, Pharma. We also report the results of our Holding Company, which includes the results of certain subsidiaries of Icahn Enterprises and Icahn Enterprises Holdings (unless otherwise noted), and investment activity and expenses associated with our Holding Company. Our historical results also report the results of our Mining segment, until sold on August 1, 2019, and our Railcar segment through the date we sold our last remaining railcars on lease, which occurred in the third quarter of 2018.\nSignificant Transactions and Developments\nCurrent Economic Conditions\nIn March 2020, the World Health Organization categorized COVID-19 as a pandemic and the President of the United States declared the COVID-19 outbreak a national emergency. The COVID-19 pandemic, and actions taken by governments and others in response thereto, has negatively impacted the global economy, financial markets, and the industries in which our subsidiaries operate. Our consolidated results of operations and financial condition have been impacted primarily by the volatility in the fair value of investments held by our Investment segment and the Holding Company (primarily unrealized) as well as declines in the global demand for refined products, especially gasoline and diesel fuels, with respect to our Energy segment. The impact on our businesses has also included the acceleration of selective planned store closures in our Automotive segment, lowering current year forecasts across various segments and recording write-downs to inventories. The extent and duration of the impact on our future results of operations, liquidity and financial condition is uncertain and may be significant. However, we believe that we and our subsidiaries have sufficient available liquidity to meet anticipated cash requirements for at least the next twelve months.\nDebt Issuances\nIn January 2020, Icahn Enterprises and Icahn Enterprises Finance Corp. (together the \u201cIssuers\u201d) issued an additional $600 million in aggregate principal amount of 4.750% senior unsecured notes due 2024 (the \u201cNew 2024 Notes\u201d) and an additional $250 million in aggregate principal amount of 5.250% senior unsecured notes due 2027 (the \u201cNew 2027 Notes\u201d) The proceeds from these notes, together with cash on hand, were used to redeem all of our prior outstanding $1.35 billion", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1034563_2020.htm (CIK: 1034563, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02308", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\n(a)\nTangible Book Value Per Common Share is a non-GAAP measure as it excludes goodwill and core deposits and other intangibles, net; see Reconciliation of Non-GAAP Measure below.\nMID PENN BANCORP, INC.\nRECONCILIATION OF NON-GAAP MEASURE:\nThis Annual Report on Form 10-K contains financial information determined by methods other than in accordance with U.S. Generally Accepted Accounting Principles (\"GAAP\"). For tangible book value per common share, the most directly comparable financial measure calculated in accordance with GAAP is our book value per common share. Management of Mid Penn believes that this measure is important to many investors in the marketplace who are interested in changes from period to period in book value per common share exclusive of changes in intangible assets. Goodwill and other intangible assets have the effect of increasing total book value while not increasing our tangible book value. Income tax effects of non-GAAP adjustments are calculated using the applicable statutory tax rate for the jurisdictions in which the charges (benefits) are incurred, while taking into consideration any valuation allowances or non-deductible portions of the non-GAAP adjustments. This non-GAAP disclosure has limitations as an analytical tool, should not be viewed as a substitute for financial measures determined in accordance with GAAP, and should not be considered in isolation or as a substitute for analysis of Mid Penn\u2019s results and financial condition as reported under GAAP, nor is it necessarily comparable to non-GAAP performance measures that may be presented by other companies. Management believes that this non-GAAP supplemental information will be helpful in understanding Mid Penn\u2019s ongoing operating results. This supplemental presentation should not be construed as an inference that Mid Penn\u2019s future results will be unaffected by similar adjustments to be determined in accordance with GAAP.\n.\nMID PENN BANCORP, INC.\nManagement\u2019s Discussion and Analysis\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax rate. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02309", "source": "edgar", "source_license": "public_domain", "text": "Item 7.\nManagement's Discussion and Analysis of Financial Condition and Results of Operations.\nOmitted.\nItem 7A.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1678740_2020.htm (CIK: 1678740, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02310", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations\nThis section of this Annual Report on Form 10-K generally discusses the years ended December 31, 2020 and 2019 and year-over-year comparisons between the years ended December 31, 2020 and 2019. Discussions of the periods prior to the year ended December 31, 2019 that are not included in this Annual Report on Form 10-K are found in \"Management's Discussion and Analysis of Financial Condition and Results of Operations\" in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2019 and the discussion therein for the year ended December 31, 2019 compared to the year ended December 31, 2018 is incorporated by reference into this Annual Report.\nThis Annual Report on Form 10-K contains the names of some of our owned or licensed trademarks, trade names and service marks, which we refer to as our brands. All of the product names included in this Annual Report on Form 10-K are either our registered trademarks or those of our licensors.\nOVERVIEW\nKDP is a leading beverage company in North America, with a diverse portfolio of flavored (non-cola) CSDs, NCBs, including water (enhanced and flavored), ready-to-drink tea and coffee, juice, juice drinks, mixers and specialty coffee, and is a leading producer of innovative single serve brewers. With a wide range of hot and cold beverages that meet virtually any consumer need, KDP key brands include Keurig, Dr Pepper, Canada Dry, Snapple, Bai, Mott's, Core, Green Mountain and The Original Donut Shop. KDP has some of the most recognized beverage brands in North America, with significant consumer awareness levels and long histories that evoke strong emotional connections with consumers. KDP offers more than 125 owned, licensed and partner brands, including the top ten best-selling coffee brands and Dr Pepper as a leading flavored CSD in the U.S. according to IRi, available nearly everywhere people shop and consume beverages.\nKDP operates as an integrated brand owner, manufacturer and distributor. We believe our integrated business model strengthens our route-to-market and provides opportunities for net sales and profit growth through the alignment of the economic interests of our brand ownership and our manufacturing and distribution businesses through both our DSD system and our WD delivery system. KDP markets and sells its products to retailers, including supermarkets, mass merchandisers, club stores, pure-play e-commerce retailers, and office superstores; to restaurants, hotel chains, office product and coffee distributors, and partner brand owners; and directly to consumers through its website. Our integrated business model enables us to be more flexible and responsive to the changing needs of our large retail customers and allows us to more fully leverage our scale and reduce costs by creating greater geographic manufacturing and distribution coverage.\nSEGMENTS\nAs of December 31, 2020, we report our business in four operating segments:\n\u2022The Coffee Systems segment reflects sales in the U.S. and Canada of the manufacture and distribution of finished goods relating to the Company's single-serve brewers, K-Cup pods and other coffee products.\n\u2022The Packaged Beverages segment reflects sales in the U.S. and Canada from the manufacture and distribution of finished beverages and other products, including sales of the Company's own brands and third-party brands, through our DSD and WD systems.\n\u2022The Beverage Concentrates segment reflects sales of the Company's branded concentrates and syrup to third-party bottlers, primarily in the U.S. and Canada. Most of the brands in this segment are CSDs.\n\u2022The Latin America Beverages segment reflects sales in Mexico, the Caribbean, and other international markets from the manufacture and distribution of concentrates, syrup and finished beverages.\nVOLUME\nIn evaluating our performance, we consider different volume measures depending on whether we sell ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1418135_2020.htm (CIK: 1418135, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02311", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nIncorporated by reference to our definitive proxy statement for our 2021 annual meeting of stockholders, which will be filed no later than 120 days after December 31, 2020.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 24545_2020.htm (CIK: 24545, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02312", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nThe information contained in this section should be read in conjunction with the financial statements and notes to the financial statements appearing elsewhere in this annual report.\nThis annual report and other statements contain forward-looking statements that involve substantial risks and uncertainties. Such statements involve known and unknown risks, uncertainties and other factors and undue reliance should not be placed thereon. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about our company, our current and prospective portfolio investments, our industry, our beliefs and our assumptions. Words such as \u201canticipates,\u201d \u201cexpects,\u201d \u201cintends,\u201d \u201cplans,\u201d \u201cwill,\u201d \u201cmay,\u201d \u201ccontinue,\u201d \u201cbelieves,\u201d \u201cseeks,\u201d \u201cestimates,\u201d \u201cwould,\u201d \u201ccould,\u201d \u201cshould,\u201d \u201ctargets,\u201d \u201cprojects,\u201d and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including:\n\u2022\nour future operating results;\n\u2022\nour business prospects and the prospects of our portfolio companies;\n\u2022\nthe ability of our portfolio companies to achieve their objectives;\n\u2022\nthe timing of cash flows, if any, from the operations of our portfolio companies;\n\u2022\nthe ability of our Adviser to locate suitable investments for us and to monitor and administer our investments;\n\u2022\nchanges in the general economy;\n\u2022\nrisk associated with possible disruptions in our operations or the economy generally;\n\u2022\nthe effect of investments that we expect to make;\n\u2022\nour contractual arrangements and relationships with third parties;\n\u2022\nactual and potential conflicts of interest with Adviser and its affiliates;\n\u2022\nthe dependence of our future success on the general economy and its effect on the industries in which we invest;\n\u2022\nthe adequacy of our financing sources and working capital;\n\u2022\nthe ability of our Adviser and its affiliates to attract and retain highly talented professionals;\n\u2022\nour ability to qualify and maintain our qualification as a BDC and as a RIC; and\n\u2022\nthe risks, uncertainties and other factors we identify under \u201cItem 1A. Risk Factors\u201d and elsewhere in this annual report.\nAlthough we believe that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this annual report should not be regarded as a representation by us that our plans and objectives will be achieved. These risks and uncertainties include those described or identified in the section of our Registration Statement and this Form 10-K entitled \u201cItem 1A. Risk Factors\u201d, elsewhere in this annual report on Form 10-K and in other filings we may make with the SEC from time to time. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this annual report. Moreover, we assume no duty and do not undertake to update the forward-looking statements.\nOVERVIEW\nAudax Credit BDC Inc. is a Delaware corporation that was formed on January 29, 2015. We are an externally managed, closed-end, non-diversified management investment company that has elected to be treated as a BDC under the 1940 Act. In addition, we have elected to be treated for U.S. federal income tax purposes as a RIC under Subchapter M of the Code.\nOur investment objective is to generate current income and, to a lesser extent, long-term capital appreciatio", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1633858_2020.htm (CIK: 1633858, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02313", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nThe following is Management\u2019s discussion and analysis of the financial condition and results of operations of UTG, Inc. and its subsidiaries (collectively with the Parent, the \u201cCompany\u201d) for the years ended December 31, 2020 and 2019. This discussion should be read in conjunction with the consolidated financial statements and notes thereto included elsewhere in this report.\nCautionary Statement Regarding Forward-Looking Statements\nThis report on Form 10-K contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which are intended to be covered by the safe harbors created by those laws. We have based our forward-looking statements on our current expectations and projections about future events. Our forward-looking statements include information about possible or assumed future results of operations. All statements, other than statements of historical facts, included or incorporated by reference in this report that address activities, events or developments that we expect or anticipate may occur in the future, including such things as the growth of our business and operations, our business strategy, competitive strengths, goals, plans, future capital expenditures and references to future successes may be considered forward-looking statements. Also, when we use words such as \u201canticipate,\u201d \u201cbelieve,\u201d \u201cestimate,\u201d \u201cexpect,\u201d \u201cintend,\u201d \u201cplan,\u201d \u201cprobably,\u201d or similar expressions, we are making forward-looking statements.\nNumerous risks and uncertainties may impact the matters addressed by our forward-looking statements, any of which could negatively and materially affect our future financial results and performance.\nAlthough we believe that the assumptions underlying our forward-looking statements are reasonable, any of these assumptions, and, therefore, the forward-looking statements based on these assumptions, could themselves prove to be inaccurate. In light of the significant uncertainties inherent in the forward-looking statements that are included in this report, our inclusion of this information is not a representation by us or any other person that our objectives and plans will be achieved. In light of these risks, uncertainties and assumptions, any forward-looking event discussed in this report may not occur. Our forward-looking statements speak only as of the date made, and we undertake no obligation to update or review any forward-looking statement, whether as a result of new information, future events or other developments, unless the securities laws require us to do so.\nOverview\nUTG, Inc., a Delaware corporation, is a life insurance holding company. The Company\u2019s dominant business is individual life insurance, which includes the servicing of existing insurance policies in-force, the acquisition of other companies in the life insurance business, the acquisition of blocks of business and the administration and processing of life insurance business for other entities.\nUTG has a strong philanthropic program. The Company generally allocates a portion of its earnings to be used for its philanthropic efforts primarily targeted to Christ-centered organizations or organizations that help the weak or poor. The Company also encourages its staff to be involved on a personal level through monetary giving, volunteerism and use of their talents to assist those less fortunate than themselves. Through these efforts, the Company hopes to make a positive difference in the local community, state, nation and world.\nCritical Accounting Policies\nWe have identified the accounting policies below as critical to the understanding of our results of operations and our financial condition. The application of these critical accounting policies in preparing our consolidated financial statements requires Management to use significant judgments and estimates ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 832480_2020.htm (CIK: 832480, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02314", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nThe information required by this item is incorporated herein by reference under the captions \u201cCOMPENSATION DISCUSSION AND ANALYSIS,\u201d \u201cCOMPENSATION OF NAMED EXECUTIVE OFFICERS,\u201d \u201cBOARD OF DIRECTORS COMPENSATION,\u201d \u201cCEO PAY RATIO,\u201d \u201cHUMAN CAPITAL AND COMPENSATION COMMITTEE REPORT\u201d and \u201cCOMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION\u201d of the Bancorp\u2019s Proxy Statement for the 2021 Annual Meeting of Shareholders.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 35527_2020.htm (CIK: 35527, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02315", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation.\nThe information required by Item 11 will be included in the Proxy Statement to be filed relating to Boston Properties, Inc.\u2019s 2021 Annual Meeting of Stockholders and is incorporated herein by reference.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1037540_2020.htm (CIK: 1037540, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02316", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data\nSELECTED CONSOLIDATED FINANCIAL DATA\nThe following summary of consolidated financial data (other than information regarding the volume of products sold) for each of the years in the five-year period ended October 31, 2020, are derived from the audited consolidated financial statements of Calavo Growers, Inc.\nHistorical results are not necessarily indicative of results that may be expected in any future period. The following data should be read in conjunction with \"Management's Discussion and Analysis of Financial Condition and Results of Operations\" and our consolidated financial statements and notes thereto that are included elsewhere in this Annual Report.\n(1)During fiscal 2020, 2019 and 2018, we have recognized $7.2 million, $14.1 million and $12.0 million in losses from FreshRealm, which has been recorded as losses from unconsolidated entities.\n(2)During fiscal 2020, 2018, 2017 and 2016, we contributed $1.5 million, $3.5 million, $7.5 million and $3.2 million as investments in FreshRealm. Our total investment of $5.8 million, $19.9 million, $28.4 million and $21.0 million in FreshRealm as of October 31, 2019, 2018, 2017 and 2016, has been recorded as investment in unconsolidated subsidiaries on our balance sheet. During fiscal 2020, we have recorded an impairment of 100% of our equity investment of $2.8 million. See Note 20.\n(3)During fiscal 2019 and 2018, we loaned $23.8 million and $9.0 million as notes receivable from FreshRealm. For fiscal 2020 and 2019, we have recorded $1.7 million and $2.4 million as interest related to the notes receivable balance from FreshRealm. During fiscal 2020, we have recorded a reserve for collectability of 100% of our note receivable balance of $34.2 million (which includes accrued interest of $4.1 million)\n(4)In April 2019, we sold our Temecula, California packinghouse for $7.1 million in cash and, concurrently, leased back a portion of the facility representing approximately one-third of the total square footage. This generated a gain of $6.4 million. Since our leaseback of the building is classified as a capital lease and covers substantially all of the leased property, the gain recognized currently is the amount of the gain in excess of the recorded amount of the leased asset. As a result, we recognized a gain of approximately $1.9 million in the second quarter of fiscal 2019 and recorded a deferred gain of $4.5 million, which will be recognized over the life of the lease. In connection with the capital lease we capitalized $3.2 million as a capital lease in property, plant and equipment and recorded a lease liability of $3.2 million ($0.1 million in current portion and $3.1 million in long term debt).\n(5)During our third quarter of fiscal year 2019, we entered into a 10-year building and equipment lease for fresh food facility in Conley, GA. This facility is primarily intended to process fresh-cut fruit & vegetables and prepared foods products for our RFG business segment. Annual rent for the building and equipment approximates $0.9 million and $0.6 million, respectively, over the life of the lease. The lease for the equipment is considered to be a capital lease, therefore, we calculated the present value of the minimum lease payments related to the equipment and capitalized $2.8 million as a capital lease in property, plant and equipment and recorded $2.8 million as a lease obligation.\n(6)In January 2016, the FASB issued an ASU, which requires equity investments (except those accounted for under the equity method of accounting) to be measured at fair value with changes in fair value recognized in net income. The Company adopted this new standard at the beginning of fiscal 2019. For the year ended October 31, 2019, we sold 51,271 shares of Limoneira stock and recorded a loss of $0.1 million in our consolidated statements of income. Limoneira\u2019s stock price at October 31, 2020, 2019, and 2018 equaled $13.83 per share, $18.92 per share, and $24.65 per shar", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1133470_2020.htm (CIK: 1133470, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02317", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA.\nThe following data should be read in conjunction with the consolidated financial statements and accompanying notes included elsewhere in this report.\nThe following factors impact the comparability of the selected financial data presented above:\n\u2022 On November 30, 2016, we acquired Luvata HTS for total consideration of $388 million, net of cash acquired. Since the date of acquisition, we\u2019ve consolidated financial results from this business within our CIS segment. During fiscal 2020, 2019, 2018, and 2017, CIS segment net sales were $624 million, $708 million, $676 million, and $232 million, respectively. This transaction and the related debt financing also resulted in increases in total assets and long-term debt. During fiscal 2018 and 2017, we recorded $4 million and $15 million, respectively, of costs directly related to the acquisition and integration of Luvata HTS.\n\u2022 During fiscal 2020, 2019, 2018, 2017, and 2016, we incurred $12 million, $10 million, $16 million, $11 million, and $17 million, respectively, of restructuring expenses. See Note 5 of the Notes to Consolidated Financial Statements for additional information.\n\u2022 During fiscal 2020, 2018, and 2016, we recorded asset impairment charges totaling $9 million, $3 million and $10 million, respectively. See Notes 5, 13, and 14 of the Notes to Consolidated Financial Statements for additional information.\n\u2022 During fiscal 2020 and 2019, the Company recorded $39 million and $7 million, respectively, of costs directly associated with its review of strategic alternatives for the VTS segment's automotive business, including costs to separate and prepare the business for a potential sale.\n\u2022 During fiscal 2018, we recorded provisional income tax charges totaling $38 million as a result of U.S. tax legislation enacted in December 2017 commonly referred to as the Tax Act. During fiscal 2019, we recorded income tax benefits totaling $22 million related to the Tax Act and the recognition of foreign tax credits. See Note 7 of the Notes to Consolidated Financial Statements for additional information.\n\u2022 During fiscal 2016, we recorded $42 million of non-cash pension settlement losses associated with a voluntary lump-sum payout program offered to certain eligible former employees and a $10 million gain related to an insurance settlement for equipment losses associated with a fire at our Airedale manufacturing facility in the U.K in September 2013.\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax benefit, tax credit. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02318", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation.\nThe information required by this Item 11 will be included in our definitive Proxy Statement for the 2021 Annual Meeting of Stockholders and is incorporated herein by reference.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1598674_2020.htm (CIK: 1598674, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02319", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nSpecial Note Regarding Forward-Looking Statements\nAll statements other than statements of historical fact included in this annual report, including, without limitation, statements under \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d regarding the Company\u2019s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. When used in this annual report, words such as \u201canticipate,\u201d \u201cbelieve,\u201d \u201cestimate,\u201d \u201cexpect,\u201d \u201cintend\u201d and similar expressions, as they relate to us or the Company\u2019s management, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company\u2019s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in our filings with the SEC.\nThe following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this annual report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.\nOverview\nCommunity Redevelopment Inc. was incorporated in the State of Oklahoma on August 16th, 2010. At the time of its creation, the Company had been engaged in marketing renewable energy, sales and marketing of turbines, lighting and solar energy sources. On July 6th, 2020, the company completed a transaction whereby the core business of the Company is now that of the new merged business. Community Redevelopment, Inc. operates as a community oriented real estate redeveloper targeting economic growth and opportunity zones in secondary and tertiary value-added markets. Our name was formally changed to Community Redevelopment Inc. on June 24th, 2020 as part of the overall transaction The Company is primarily focused on opportunity zones in an effort to bring commerce and affordable housing to underserved areas. Community Redevelopment plans to provide numerous opportunities to improve low-income neighborhoods for residential, commercial, and industrial opportunities through government incentives, long term public and private partnerships and agreements. Our mission is to rebuild depressed communities, change the direction of youth and improve the quality of life in those communities, and provide our investors with an opportunity to profit. We intend to accomplish this by focusing on partnerships between the public and private sector to generate both business interest and business activity in low-income neighborhoods that have gone unnoticed by the development community at large, while repairing and amending relationships in these underserved communities.\nCommunity Redevelopment, Inc. is not an opportunity zone fund, or a real estate investment trust. Community Redevelopment, Inc. is a real estate developer offering potential investors an opportunity to participate in the process of investing in real estate projects that could improve the quality of life for residents of low-income neighborhoods, via a publicly traded company. The Company intends to work with other real estate developers, as well as local and state government agencies to complete its projects in these communities.\nThe Company is not a \u201cshell company,\u201d as it has formal operations, emplaced Board, and several executed Memorandums of Understanding with current projects, in spite of having no significant cash on hand since the change in control of July 6th, 2020. As of December 31, 2020, the Company had $8,518 in cash and its auditors have issued an opinion raising substantial doubt about its ability to continue as a going concern. The Company int", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1084551_2020.htm (CIK: 1084551, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02320", "source": "edgar", "source_license": "public_domain", "text": "Item 8.\nFinancial Statements and Supplementary Data.\nReport of Independent Registered Public Accounting Firm\nShareholders and Board of Directors\nThe Shyft Group, Inc.\nNovi, Michigan\nOpinion on the Consolidated Financial Statements\nWe have audited the accompanying consolidated balance sheets of The Shyft Group, Inc. (the Company) as of December 31, 2020 and 2019, the related consolidated statements of operations, shareholders\u2019 equity, and cash flows for each of the three years in the period ended December 31, 2020, and the related notes and financial statement schedule (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.\nWe also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and our report dated March 25, 2021, expressed an adverse opinion thereon.\nChange in Accounting Principle\nAs discussed in Note 1 to the consolidated financial statements, in 2019, the Company changed its method of accounting for leases due to the adoption of ASC 842.\nBasis for Opinion\nThese consolidated financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.\nOur audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.\nCritical Audit Matter\nThe critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements, and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.\nBusiness Combination\nAs described in Note 3 of the consolidated financial statements, the Company acquired substantially all of the assets and certain liabilities of MFG, Inc. through t", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 743238_2020.htm (CIK: 743238, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02321", "source": "edgar", "source_license": "public_domain", "text": "Item 7A.\nQuantitative and Qualitative Disclosures About Market Risk.\nMarket risk is the risk of potential economic loss principally arising from adverse changes in the fair value of financial instruments. The major components of market risk affecting us are credit risk, interest rate risk, and equity price risk. We currently have no exposure to foreign currency risk.\nCredit Risk\nCredit risk is the potential loss arising principally from adverse changes in the financial condition of the issuers of our fixed maturity securities and the financial condition of our reinsurers.\nWe address the credit risk related to the issuers of our fixed maturity securities by primarily investing in fixed maturity securities that are rated as investment grade by one or more of Moody\u2019s, Standard & Poor\u2019s or Fitch. We also independently monitor the financial condition of all issuers of our fixed maturity securities. To limit our risk exposure, we employ diversification policies that limit our credit exposure to any single issuer or business sector.\nWe are also subject to credit risk with respect to our reinsurers. Although our reinsurers are obligated to reimburse us to the extent we cede risk to them, we are ultimately liable to our policyholders on all risks we have reinsured. As a result, reinsurance contracts do not limit our ultimate obligations to pay claims and, in some cases, we might not be able to collect amounts recoverable from our reinsurers. We address this credit risk by initially selecting reinsurers with an A.M. Best rating of \u201cA-\u201d (Excellent) or better and by performing, along with our reinsurance broker, periodic credit reviews of our reinsurers. If one of our reinsurers suffers a credit downgrade, we may consider various options to lessen the risk of asset impairment, including commutation, novation or letters of credit. See \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources\u201d in Item 7 of this report.\nInterest Rate Risk\nInterest rate risk is the risk that we may incur losses due to adverse changes in interest rates. As of December 31, 2020, we had fixed maturity securities with a fair value of $1,035.9 million and a carrying value of $999.4 million. These securities are all subject to interest rate risk, but because we classify the majority of our fixed maturity securities as held-to-maturity, changes in interest rates have a smaller effect on the carrying value of our portfolio. We manage our exposure to interest rate risk by investing in a portfolio of securities with moderate effective duration. At December 31, 2020, the effective duration of the total investment portfolio, including cash and short term investments, was 4.0 years. Given the current interest rate environment, the risk to the market value of the portfolio from higher rates exceeds the potential benefit to the market value of the portfolio from lower rates. Should we experience a significant increase in interest rates, the effect on the carrying value of our portfolio could be substantial.\nThe table below summarizes the interest rate risk associated with our fixed maturity securities by illustrating the sensitivity of the fair value and carrying value of our fixed maturity securities as of December 31, 2020 to selected hypothetical changes in interest rates, and the associated impact on our shareholders\u2019 equity. The change in carrying value is less than the change in fair value due to our held-to-maturity portfolio.\nEquity Price Risk\nEquity price risk is the risk that we may incur losses due to adverse changes in the market prices of the equity securities we hold in our investment portfolio. Equity securities are carried at fair value with unrealized gains and losses recorded within net income in 2020, 2019 and 2018. Accordingly, adverse changes in the market prices of our equity securities result in a decrease in the value of our total assets, shareholders\u2019 equity, and net income. In order to mi", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1018979_2020.htm (CIK: 1018979, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02322", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nInformation about compensation of our named executive officers appears under \u201cExecutive Compensation\u201d in the Proxy Statement. Information about compensation of our directors appears under \u201cCompensation of Non-Employee Directors\u201d and \u201cCompensation Committee Report\u201d in the Proxy Statement. Those portions of the Proxy Statement are incorporated by reference into this report.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1090872_2020.htm (CIK: 1090872, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02323", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nThe following risks could materially and adversely affect our business, financial condition, cash flows, and results of operations, and the trading price of our common stock could decline. These risk factors do not identify all risks that we face; our operations could also be affected by factors that are not presently known to us or that we currently consider to be immaterial to our operations. Due to risks and uncertainties, known and unknown, our past financial results may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods. Refer also to the other information set forth in this this Report, including our consolidated financial statements and the related notes and \u201cItem 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\u201d\nRisks Related to Our Financial Condition\nWe have a history of negative operating cash flows and net losses and we may never achieve or sustain profitability.\nWe have a history of negative operating cash flows and net losses. We expect to continue to incur negative operating cash flows and net losses until such time as one or more of our mineral properties generates sufficient revenues to fund our continuing operations. For the years ended December 31, 2020 and 2019, our net loss was $40.4 million and $37.8 million, respectively.\nWe may never achieve or sustain profitability. The CLG commenced production on September 1, 2019. To become and remain profitable, we must succeed in generating significant revenues at the CLG, which will require us to be successful in a range of challenging activities and is subject to numerous risks, including the risk factors set forth in this \u201cRisk Factors\u201d section. In addition, we may encounter unforeseen expenses, difficulties, complications, delays and other unknown factors that may adversely affect our revenues, expenses and profitability. Our failure to achieve or sustain profitability would depress our market value, could impair our ability to execute our business plan, raise capital or continue our operations and could cause our shareholders to lose all or part of their investment.\nWe are dependent on two principal projects for our future operations, the CLG and the Los Gatos District. The Los Gatos District (other than the CLG) does not currently have proven or probable mineral reserves.\nThe Los Gatos District (other than the CLG) does not have identified proven and probable mineral reserves. Mineral exploration and development involve a high degree of risk that even a combination of careful evaluation, experience and knowledge cannot eliminate, and few properties that are explored are ultimately developed into producing mines. There is no assurance that our mineral exploration programs at the Los Gatos District will establish the presence of any additional proven or probable mineral reserves. The failure to establish additional proven or probable mineral reserves would severely restrict our ability to implement our strategies for long-term growth.\nDeliveries under concentrate sales agreements may be suspended or cancelled by our customers in certain cases.\nUnder concentrate sales agreements, our customers may suspend or cancel delivery of our products in some cases, such as force majeure. Events of force majeure under these agreements generally include, among others, acts of God, strikes, fires, floods, wars, government actions or other events that are beyond the control of the parties involved. Any suspension or cancellation by our customers of deliveries under our sales contracts that are not replaced by deliveries under new contracts would reduce our cash flow and could materially and adversely affect our financial condition and results of operations.\nWe do not currently intend to enter into hedging arrangements with respect to silver and other minerals and our hedging activities, or our decision not to hedge, with respe", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1517006_2020.htm (CIK: 1517006, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02324", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation.\nThe information required by this Item is incorporated herein by reference to the information set forth under the captions \u201cExecutive Compensation,\u201d \u201cBoard and Committee Meetings,\u201d and \u201cCompensation Committee Interlocks and Insider Participation\u201d in our definitive Proxy Statement for the Annual Meeting of Shareholders to be held on August 19, 2020.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 91419_2020.htm (CIK: 91419, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02325", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nYou should carefully consider the following risks and other information in this Form 10-K in evaluating AbbVie and AbbVie's common stock. Any of the following risks could materially and adversely affect AbbVie's results of operations, financial condition or cash flows. The risk factors generally have been separated into two groups: risks related to AbbVie's business and risks related to AbbVie's common stock. Based on the information currently known to it, AbbVie believes that the following information identifies the most significant risk factors affecting it in each of these categories of risks. However, the risks and uncertainties AbbVie faces are not limited to those set forth in the risk factors described below and may not be in order of importance or probability of occurrence. Additional risks and uncertainties not presently known to AbbVie or that AbbVie currently believes to be immaterial may also adversely affect its business. In addition, past financial performance may not be a reliable indicator of future performance and historical trends should not be used to anticipate results or trends in future periods.\nIf any of the following risks and uncertainties develops into actual events, these events could have a material adverse effect on AbbVie's business, results of operations, financial condition or cash flows. In such case, the trading price of AbbVie's common stock could decline.\nRisks Related to AbbVie's Business\nPublic health outbreaks, epidemics or pandemics, such as the coronavirus (COVID-19), have had, and could in the future have, an adverse impact on AbbVie\u2019s operations and financial condition.\nPublic health outbreaks, epidemics or pandemics have had, and could in the future have, an adverse impact on AbbVie\u2019s operations and financial condition. The continuing pandemic caused by the novel strain of coronavirus (COVID-19) has caused many countries, including the United States, to declare national emergencies and implement preventive measures such as travel bans and shelter in place or total lock-down orders, some of which have eased. The continuation or re-implementation of these bans and orders remains uncertain. The COVID-19 pandemic has caused AbbVie to modify its business practices (including instituting remote work for many of AbbVie\u2019s employees), and AbbVie may take further actions as may be required by government authorities or as AbbVie determines are in the best interests of AbbVie\u2019s employees, patients, customers and business partners.\nWhile the impact of COVID-19 on AbbVie\u2019s operations, including, among others, its manufacturing and supply chain, sales and marketing, commercial and clinical trial operations, to-date has not been material, AbbVie has experienced lower\nnew patient starts across the therapeutic portfolio. The impact of COVID-19 on AbbVie over the long-term is uncertain and cannot be predicted with confidence. The extent of the adverse impact of COVID-19 on AbbVie\u2019s operations will depend on the extent and severity of the continued spread of COVID-19 globally, the timing and nature of actions taken to respond to COVID-19 and the resulting economic consequences. Ultimately, the outbreak could have a material adverse impact on AbbVie\u2019s operations and financial condition.\nThe expiration or loss of patent protection and licenses may adversely affect AbbVie's future revenues and operating earnings.\nAbbVie relies on patent, trademark and other intellectual property protection in the discovery, development, manufacturing and sale of its products. In particular, patent protection is, in the aggregate, important in AbbVie's marketing of pharmaceutical products in the United States and most major markets outside of the United States. Patents covering AbbVie products normally provide market exclusivity, which is important for the profitability of many of AbbVie's products.\nAs patents for certain of its products expire, AbbVie will or could face competition from lower priced g", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1551152_2020.htm (CIK: 1551152, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02326", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nAVANOS MEDICAL, INC. AND SUBSIDIARIES\nCONSOLIDATED INCOME STATEMENTS\n(in millions, except per share amounts)\nSee Notes to the Consolidated Financial Statements.\nAVANOS MEDICAL, INC. AND SUBSIDIARIES\nCONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME\n(in millions)\nSee Notes to the Consolidated Financial Statements.\nAVANOS MEDICAL, INC. AND SUBSIDIARIES\nCONSOLIDATED BALANCE SHEETS\n(in millions, except share data)\nSee Notes to the Consolidated Financial Statements.\nAVANOS MEDICAL, INC. AND SUBSIDIARIES\nCONSOLIDATED STATEMENT OF STOCKHOLDERS\u2019 EQUITY\n(in millions, shares in thousands)\nSee Notes to the Consolidated Financial Statements.\nAVANOS MEDICAL, INC. AND SUBSIDIARIES\nCONSOLIDATED CASH FLOW STATEMENTS\n(in millions)\nSee Notes to the Consolidated Financial Statements.\nAVANOS MEDICAL, INC. AND SUBSIDIARIES\nNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS\nNote 1. Accounting Policies\nAvanos Medical, Inc. is a medical technology company focused on delivering clinically superior breakthrough medical device solutions to improve patients\u2019 quality of life. Headquartered in Alpharetta, Georgia, Avanos is committed to addressing some of today\u2019s most important healthcare needs, such as reducing the use of opioids while helping patients move from surgery to recovery. We develop, manufacture and market clinically superior solutions in more than 90 countries. References to \u201cAvanos,\u201d \u201cCompany,\u201d \u201cwe,\u201d \u201cour\u201d and \u201cus\u201d refer to Avanos Medical, Inc. and its consolidated subsidiaries.\nPrinciples of Consolidation\nThe consolidated financial statements include our net assets, results of our operations and cash flows. All intercompany transactions and accounts within our consolidated businesses have been eliminated. The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (\u201cGAAP\u201d).\nUse of Estimates\nPreparation of consolidated financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of net sales and expenses during the reporting periods. Estimates are used in accounting for, among other things, distributor rebate accruals, future cash flows associated with impairment testing for goodwill and long-lived assets, loss contingencies, and deferred tax assets and potential income tax assessments. Our estimates are subject to uncertainties associated with the ongoing COVID-19 pandemic which has caused volatility and adverse effects in global markets. Actual results could differ from these estimates, and the effect of the change could be material to our financial statements. Changes in these estimates are recorded when known.\nCash Equivalents\nCash equivalents are short-term investments with an original maturity date of three months or less. We maintain cash balances and short-term investments in excess of insurable limits in a diversified group of major banks that are selected and monitored based on ratings by the major rating agencies in accordance with our treasury policy.\nInventories and Distribution Costs\nMost U.S. inventories are valued at the lower of cost, using the Last-In, First-Out (\u201cLIFO\u201d) method, or market. The balance of the U.S. and non-U.S. inventories are valued at the lower of cost (determined on the First-In, First-Out (\u201cFIFO\u201d) or weighted-average cost methods) or market. Distribution costs are classified as cost of products sold.\nProperty, Plant and Equipment and Depreciation\nProperty, plant and equipment are stated at cost and depreciated on the straight-line method. Buildings are depreciated over their estimated useful lives, primarily 40 years. Machinery and equipment are depreciated over their estimated useful lives, primarily ranging from 16 to 20 years. Leasehold improvements are depreciated over the assets\u2019 estimated useful lives, or the r", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, deferred tax, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02327", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nThe following discussion should be read in conjunction with the consolidated financial statements and notes thereto included Part II, Item 8 of this Annual Report on Form 10-K.\nThis section of this Annual Report on Form 10-K generally discusses 2020 and 2019 items and provides a year-to-year comparison between 2020 and 2019. A discussion of 2018 items and year-to-year comparisons between 2019 and 2018 are not included in this Annual Report on Form 10-K but can be found in \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d in Part II, Item 7 of the Company\u2019s Annual Report on Form 10-K for the fiscal year ended December 31, 2019.\nExecutive Overview\nOur Company\nUrban Edge Properties (\u201cUE\u201d, \u201cUrban Edge\u201d, or the \u201cCompany\u201d) (NYSE: UE) is a Maryland real estate investment trust that manages, develops, redevelops, and acquires retail real estate, primarily in the New York metropolitan area. Urban Edge Properties LP (\u201cUELP\u201d or the \u201cOperating Partnership\u201d) is a Delaware limited partnership formed to serve as UE\u2019s majority-owned partnership subsidiary and to own, through affiliates, all of our real estate properties and other assets. Unless the context otherwise requires, references to \u201cwe\u201d, \u201cus\u201d and \u201cour\u201d refer to Urban Edge Properties and UELP and their consolidated entities/subsidiaries.\nThe Operating Partnership\u2019s capital includes general and common limited partnership interests in the operating partnership (\u201cOP Units\u201d). As of December 31, 2020, Urban Edge owned approximately 96.1% of the outstanding common OP Units with the remaining limited OP Units held by members of management, Urban Edge\u2019s Board of Trustees and contributors of property interests acquired. Urban Edge serves as the sole general partner of the Operating Partnership. The third party unitholders have limited rights over the Operating Partnership such that they do not have characteristics of a controlling financial interest. As such, the Operating Partnership is considered a variable interest entity (\u201cVIE\u201d), and the Company is the primary beneficiary that consolidates it. The Company\u2019s only investment is the Operating Partnership. The VIE\u2019s assets can be used for purposes other than the settlement of the VIE\u2019s obligations and the Company\u2019s partnership interest is considered a majority voting interest.\nAs of December 31, 2020, our portfolio was comprised of 72 shopping centers, five malls and two industrial parks totaling approximately 16.3 million square feet.\nCOVID-19 Pandemic\nOn January 30, 2020, the spread of the COVID-19 outbreak was declared a Public Health Emergency of International Concern by the World Health Organization (\"WHO\"). On March 11, 2020, the WHO characterized the COVID-19 outbreak as a global pandemic. Early in the pandemic, the tri-state area of Connecticut, New York and New Jersey, enforced preventive measures including mandatory business closures for non-essential businesses and quarantines or \u201cshelter-in-place\u201d requirements. Given our geographic concentration in the Northeast, many of our tenants have faced and continue to face adverse financial consequences from reduced business operations and social distancing requirements as a result of the COVID-19 pandemic.\nThe Company\u2019s results for 2020 were negatively impacted by tenant fallout from COVID-driven bankruptcies, uncollected or disputed rents from impacted tenants, and from abatements granted to tenants facing financial hardships due to the pandemic. For the year ended December 31, 2020, the Company reported:\n\u2022a decline in same-property net operating income (\u201cNOI\u201d)(1) of 14.2% compared to the year ended December 31, 2019, which was negatively impacted by $30.8 million of rental revenue deemed uncollectible and uncollected balances from cash basis tenants; and\n\u2022a decline of same-property portfolio occupancy(2) to 91.8% from 92.9% as of December 31, 2019, which incl", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1611547_2020.htm (CIK: 1611547, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02328", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nThe information required by this item is incorporated by reference from our proxy statement in connection with our 2021 Annual Meeting of Stockholders, which proxy statement will be filed with the SEC not later than 120 days after the close of our fiscal year ended December 31, 2020.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1392972_2020.htm (CIK: 1392972, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02329", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nAs a \u201csmaller reporting company\u201d as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.\nITEM 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1424768_2020.htm (CIK: 1424768, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02330", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK\nWe are not required to provide the information as to selected financial data as we are considered a smaller reporting company.\nITEM 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1421204_2020.htm (CIK: 1421204, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02331", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nInformation concerning Executive Compensation, including information concerning Compensation Committee Interlocks and Insider Participation and the Compensation Committee Report, will be incorporated herein by reference to the Proxy Statement for the 2021 Annual Meeting of Shareholders.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1133421_2020.htm (CIK: 1133421, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02332", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data.\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nTo the Board of Directors and Stockholders of\nTEO Foods Inc.\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheets of TEO Foods Inc. (the Company) as of December 31, 2020 and 2019, and the related consolidated statements of operations, stockholders\u2019 deficit, and cash flows for each of the years in the two-year period ended December 31, 2020, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.\nBasis for Opinion\nThese financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company\u2019s internal control over financial reporting. Accordingly, we express no such opinion.\nOur audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\nCritical Audit Matters\nThe critical audit matters below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.\nRevenue and Allowance for Doubtful Accounts\nAs described in Note 2 to the Company\u2019s consolidated financial statements, the Company recognizes revenue upon transfer of control of promised products or services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products. In addition, the Company has balances due related to IVA taxes paid in Mexico that are refundable upon filing returns with supporting documentation to the Mexican tax authorities.\nThe allowances for doubtful accounts are based on ex", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1612188_2020.htm (CIK: 1612188, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02333", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nYou should carefully consider the risks described below together with all of the other information included in our public filings before making an investment decision with regard to our securities. The statements contained in or incorporated into this document that are not historic facts are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking statements. If any of the following events described in these risk factors actually occur, our business, financial condition or results of operations could be harmed. In that case, the trading price of our common stock could decline, and you may lose all or part of your investment. Moreover, additional risks not presently known to us or that we currently deem less significant also may impact our business, financial condition or results of operations, perhaps materially. For additional information regarding risk factors, see Item 1 - \u201cForward-Looking Statements.\u201d\nRisks Related to Our Business and Industry\nThe loss of our research and development plant by fire during the fiscal year ended March 31, 2020 adversely affected the commercial production plans for our product.\nOn March 18, 2020, our research and development plant in La Coste, Texas was destroyed by a fire. The Company believes that it was caused by a natural gas leak, but the fire was so extensive that the cause was undetermined. No one was injured as a result of the fire. The majority of the damage was to our pilot production plant, which comprises approximately 35,000 square feet of the total size of all facilities at the La Coste location of approximately 53,000 square feet, but the fire did not impact the separate greenhouse, reservoirs or utility buildings. Although we have received total insurance proceeds in the amount of $917,210, the full amount of our claim, and such funds are being utilized to rebuild a 40,000 square foot production facility at the La Coste facility and to repurchase the equipment needed to replace what was lost in the fire, there is no assurance that such proceeds will be enough to rebuild and re-equip the facility or that we will be able to rebuild the facility to similar specifications in a timely manner.\nThe market for our product may be limited, and as a result our business may be adversely affected.\nThe feasibility of marketing our product has been assumed to this point and there can be no assurance that such assumptions are correct. It is possible that the costs of development and implementation of our shrimp production technology may be too expensive to market our shrimp at a competitive price. It is likewise possible that competing technologies will be introduced into the marketplace before or after the introduction of our product to the market, which may affect our ability to market our product at a competitive price.\nFurthermore, there can be no assurance that the prices we determine to charge for our product will be commercially acceptable or that the prices that may be dictated by the market will be sufficient to provide to us sufficient revenues to profitably operate and provide a financial return to our investors.\nOur business and operations are affected by the volatility of prices for shrimp.\nOur business, prospects, revenues, profitability and future growth are highly dependent upon the prices of and demand for shrimp. Our ability to borrow and to obtain additional capital on attractive terms is also substantially dependent upon shrimp prices. These prices have been and are likely to continue to be extremely volatile for seasonal, cyclical and other reasons. Any substantial or extended decline in the price of shrimp will have a material adverse effect on our financing capacity and our prospects for commencing and sustaining any economic commercial production. In addition, increased availability of imported shrimp can affect our business by l", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1465470_2020.htm (CIK: 1465470, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02334", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\n(1)Information for the 2020 fiscal year includes adoption of FASB ASU 2016-13 on January 1, 2020 which introduces the current expected credit losses methodology which requires us to estimate all expected credit losses over the remaining life of our loan portfolio. The impact of the adoption of ASU 2016-13 is discussed throughout the remainder of this Annual Report on Form 10-K.\n(2)Information for the 2019 fiscal year includes operations of Advocate Capital from its acquisition date of July 2, 2019.\n(3)Information for the 2017 fiscal year includes the operation of BNC from its acquisition date of June 16, 2017 and reflects approximately 27.7 million shares of Pinnacle Financial Common Stock issued in connection with the BNC merger and approximately 3.2 million shares issued in connection with a public offering consummated in January 2017.\n(4)Information for the 2016 fiscal year includes the operations of Avenue from its acquisition date of July 1, 2016 and reflects approximately 3.8 million shares of Pinnacle Financial Common Stock issued in connection with the Avenue merger.\n(5)Information for the 2016 fiscal year includes our additional 19% membership interest in BHG which we acquired in March 2016 and reflects approximately 861,000 shares of Pinnacle Financial Common Stock issued in connection with the additional investment in BHG.\n(6)Capital ratios are for Pinnacle Financial Partners, Inc.\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1115055_2020.htm (CIK: 1115055, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02335", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures about Market Risk.\nAs a \u201csmaller reporting company\u201d as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1411168_2020.htm (CIK: 1411168, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02336", "source": "edgar", "source_license": "public_domain", "text": "Item 8.Financial Statements and Supplemental Data\nGUIDEWIRE SOFTWARE, INC. AND SUBSIDIARIES\nINDEX TO CONSOLIDATED FINANCIAL STATEMENTS\nReport of Independent Registered Public Accounting Firm\nConsolidated Balance Sheets\nConsolidated Statements of Operations\nConsolidated Statements of Comprehensive Income (Loss)\nConsolidated Statements of Stockholders\u2019 Equity\nConsolidated Statements of Cash Flows\nNotes to Consolidated Financial Statements\nThe supplementary financial information required by this Item 8 is included in Item 7 under the caption \u201cQuarterly Results of Operations.\u201d\nReport of Independent Registered Public Accounting Firm\nTo the Stockholders and Board of Directors\nGuidewire Software, Inc.:\nOpinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting\nWe have audited the accompanying consolidated balance sheets of Guidewire Software, Inc. and subsidiaries (the Company) as of July 31, 2020 and 2019, the related consolidated statements of operations, comprehensive income (loss), stockholders\u2019 equity, and cash flows for each of the years in the three-year period ended July 31, 2020, and the related notes (collectively, the consolidated financial statements). We also have audited the Company\u2019s internal control over financial reporting as of July 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.\nIn our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of July 31, 2020 and 2019, and the results of its operations and its cash flows for each of the years in the three-year period ended July 31, 2020, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of July 31, 2020 based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.\nChange in Accounting Principle\nAs discussed in Note 1 to the consolidated financial statements, the Company has changed its method of accounting for leases as of August 1, 2019 due to the adoption of FASB Accounting Standards Codification No. 842, Leases.\nBasis for Opinions\nThe Company\u2019s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management\u2019s Annual Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is to express an opinion on the Company\u2019s consolidated financial statements and an opinion on the Company\u2019s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.\nOur audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basi", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1528396_2020.htm (CIK: 1528396, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02337", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A.\nQUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nInterest Rate Risk\nPotbelly is subject to interest rate risk in connection with borrowings under the credit facility, which bears interest at variable rates. On March 17, 2020, the Company fully borrowed the available Revolving Credit Facility of $39.8 million as a precautionary measure in order to increase its cash position and preserve financial flexibility in light of uncertainty in the global markets resulting from the COVID-19 pandemic. As of December 27, 2020 $6.3 million remained outstanding under the credit facility, see Note 9 for more details. A 100 basis point change in the interest rate would not have a material impact on the Company\u2019s financial condition or results of operations. We currently do not use interest rate derivative instruments to manage our exposure to interest rate fluctuations.\nCommodity Price Risk\nPotbelly is also exposed to commodity price risks. Many of the food products the Company purchases are subject to changes in the price and availability of food commodities, including among other things beef, poultry, grains, dairy and produce. Prices may be affected due to market changes, increased competition, the general risk of inflation, shortages or interruptions in supply due to weather, disease or other conditions beyond our control, or other reasons. Potbelly works with its suppliers and uses a mix of forward pricing protocols for certain items under which the Company agrees with suppliers on fixed prices for deliveries at some time in the future, fixed pricing protocols under which the Company agrees on a fixed price with the supplier for the duration of that protocol and formula pricing protocols under which the prices Potbelly pays are based on a specified formula related to the prices of the goods, such as spot prices. Potbelly\u2019s use of any forward pricing arrangements varies substantially from time to time and these arrangements tend to cover relatively short periods (i.e., typically twelve months or less). The Company does not enter into futures contracts or other derivative instruments. Increased prices or shortages could generally affect the cost and quality of the items Potbelly buys or may require us to further raise prices or limit the Company\u2019s menu options. These events, combined with other general economic and demographic conditions, could impact Potbelly\u2019s pricing and negatively affect the Company\u2019s sales and profit margins. The Company also could experience shortages of key ingredients if our suppliers need to close or restrict operations due to the impact of the COVID-19 outbreak on their business.\nITEM 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1195734_2020.htm (CIK: 1195734, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02338", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nMarket Risk\nWe are exposed to market risk from foreign currency exchange rates, which could affect operating results, financial position and cash flows. We manage our exposure to this market risk through our regular operating and financing activities and, when appropriate, through the use of derivative financial instruments. We utilized derivative financial instruments to hedge economic exposures, as well as reduce earnings and cash flow volatility resulting from shifts in market rates. We also hedge the cost to fund material non-dollar entities by buying currencies periodically in advance of the funding date. This is accounted for using derivative accounting.\nRecent market events have not caused us to materially modify or change our financial risk management strategies with respect to our exposures to foreign currency risk. Refer to Note 13 - Financial Instruments to the Consolidated Financial Statements for additional discussion on our financial risk management.\nForeign Exchange Risk Management\nAssuming a 10% appreciation or depreciation in foreign currency exchange rates from the quoted foreign currency exchange rates at December 31, 2020, the potential change in the fair value of foreign currency-denominated assets and liabilities in each entity would not be significant because all material currency asset and liability exposures were economically hedged as of December 31, 2020. A 10% appreciation or depreciation of the U.S. Dollar against all currencies from the quoted foreign currency exchange rates at December 31, 2020 would have an impact on our cumulative translation adjustment portion of equity of approximately $60 million. The net amount invested in foreign subsidiaries and affiliates, primarily in the U.K. and Europe, and translated into U.S. Dollars using the year-end exchange rates, was approximately $596 million at December 31, 2020.\nInterest Rate Risk Management\nThe consolidated weighted-average interest rates related to our total debt for 2020 approximated 2.34% for Term A Loan due 2022, 3.82% for Term B Loan due 2023, 10.90% for Senior Notes due 2024 and 5.29% for finance lease obligations. As of December 31, 2020, $1,470 million of our total debt of $1,528 million carried variable interest rates. The fair values of our fixed rate financial instruments are sensitive to changes in interest rates and at December 31, 2020, a 10% increase in market interest rates would decrease the fair values of such financial instruments by less than $1 million. A 10% decrease in market interest rates would increase the fair values of such financial instruments by less than $1 million.\nITEM 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1677703_2020.htm (CIK: 1677703, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02339", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nThe financial statements and supplementary data listed in \u201cItem 15. Financials Statements and Exhibits\u201d are attached to this Report.\nChanges in and Disagreements with Accountants on Accounting and Financial Disclosure\nNot applicable.\nItem 9A.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1341766_2020.htm (CIK: 1341766, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02340", "source": "edgar", "source_license": "public_domain", "text": "Item 7.\nMANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nThis \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d (MD&A) is intended to provide an understanding of our financial condition, change in financial condition, cash flow, liquidity and results of operations. The following MD&A discussion should be read in conjunction with the consolidated financial statements and notes to those statements that appear elsewhere in this Form 10-K. The following discussion contains forward-looking statements that reflect the Company\u2019s plans, estimates and beliefs. The Company\u2019s actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to any differences include, but are not limited to, those discussed under the caption \u201cForward-Looking Information\u201d and under Item 1A - \u201cRisk Factors.\u201d\nBusiness overview\n1-800-FLOWERS.COM, Inc. and its subsidiaries (collectively, the \u201cCompany\u201d) is a leading provider of gifts designed to help customers express, connect and celebrate. For more than 40 years, 1-800-Flowers.com\u00ae has been delivering smiles to customers with gifts for every occasion, including fresh flowers and the best selection of plants, gift baskets, gourmet foods, confections, jewelry, candles, balloons and plush stuffed animals. As always, our 100% Smile Guarantee\u00ae backs every gift.\nThe Company\u2019s Celebrations Ecosystem includes the following brands: 1-800-Flowers.com\u00ae, 1-800-Baskets.com\u00ae, Cheryl\u2019s Cookies\u00ae, FruitBouquets.com\u00ae, Harry & David\u00ae, Moose Munch\u00ae, The Popcorn Factory\u00ae, Wolferman\u2019s\u00ae, Personalization Universe\u00ae, Simply Chocolate\u00ae, Goodsey\u00ae, DesignPac\u00ae, Stock Yards\u00ae, and Shari\u2019s Berries\u00ae. In August 2020, the Company added to its family of brands with the acquisition of PersonalizationMall\u00ae. Through the Celebrations Passport\u00ae loyalty program, which provides members with free standard shipping and no service charge across our portfolio of brands, 1-800-FLOWERS.COM, Inc. strives to deepen its relationships with its customers. The Company also operates BloomNet\u00ae, an international floral service provider providing a broad-range of products and services designed to help professional florists grow their businesses profitably; as well as NapcoSM, a resource for floral gifts and seasonal d\u00e9cor.\nBusiness Segments\nThe Company operates in the following three business segments: Consumer Floral, Gourmet Foods & Gift Baskets, and BloomNet. The Consumer Floral segment includes the operations of the Company\u2019s flagship brand, 1-800-Flowers.com, FruitBouquets.com, Flowerama, Personalization Universe and Goodsey, while the Gourmet Foods & Gift Baskets segment includes the operations of Harry & David (which includes Wolferman\u2019s, Moose Munch and Stock Yards), Cheryl\u2019s (which includes Mrs. Beasley\u2019s), The Popcorn Factory, DesignPac and 1-800-Baskets (which includes Simply Chocolate) and Shari\u2019s Berries. The BloomNet segment includes the operations of BloomNet and Napco.\nSee Item 1 in Part I for a detailed description of the Company\u2019s business.\nFiscal 2020 Results\nThe Company entered fiscal 2020 with strong revenue growth momentum, coming off of fiscal 2019, which saw consolidated revenue increase 8.4% in comparison to fiscal 2018, driven by the successful implementation of several strategic growth initiatives designed to support the Company\u2019s flagship 1-800-Flowers and Harry & David brands. The Company built upon this momentum, generating revenue growth of 8.3% during the first nine months of fiscal 2020, accompanied by growth in its customer files, reflecting the strength of its family of brands, its focus on technological innovation and product development, and most importantly, providing an exemplary customer experience. The Company was able to leverage its business platform as this growth rate accelerated with the onset of the COVID-19 pandemic, during which time we saw customers increasingly turn to our bra", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1084869_2020.htm (CIK: 1084869, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02341", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nOverview\nGeneral\nSince 1999, we have acquired and operate eleven RLECs serving subscribers in north central Alabama, central Maine, western Massachusetts, central Missouri, western Vermont and southern West Virginia. We also operate a CLEC serving subscribers in Maine, Massachusetts and New Hampshire. Our services include a broad suite of communications and information services including local and long distance telephone services; internet and broadband data services; network access to other wireline, long distance and wireless carriers for calls originated or terminated on our network; other telephone related services; cloud hosting and professional engineering services for small and mid-sized companies who rely on mission-critical software applications;\ndigital high-speed transport services (in our New England market); and video and security (in some markets). We view, manage and evaluate the results of operations from the various telecommunications services as one company and therefore have identified one reporting segment as it relates to providing segment information.\nThe FCC released the FCC ICC Order in November 2011. This order has made and continues to make substantial changes in the way telecommunication carriers are compensated for serving high cost areas and for completing traffic with other carriers. We began seeing the significant impact of the FCC ICC Order to our business in July 2012, with additional impacts beginning in July 2013 and July 2014. The initial consequence to our business was to reduce access revenue from intrastate calling in Maine and other states where intrastate rates were higher than interstate rates. A portion of this revenue loss for our RLEC properties is returned to us through the CAF. There is no recovery mechanism for the lost revenue in our CLEC.\nSupport under the A-CAM model-based approach is higher than the estimated support which would have been received under legacy rate-of-return regulation. Without the A-CAM model-based support, in 2017 our RLECs would have seen a normal year-over-year funding decrease under USF HCL and the FCC\u2019s Budget Control mechanism. A-CAM support requires additional investment in plant and equipment to reach target broadband speeds and covered locations. A-CAM support will decline through 2028 as the additional investment is completed.\nThe Tax Cuts and Jobs Act (the \u201cTax Act\u201d) passed in December 2017 reduced our cash tax liability. Specifically, both the lower income tax rate and the extension of bonus depreciation under the Tax Act positively affect our federal tax requirements. The limitation on interest deductibility under the Tax Act is not expected to affect our tax liabilities.\nCOVID-19\nA novel strain of coronavirus (COVID-19) was first identified in December 2019, and subsequently declared a global pandemic by the World Health Organization on March 11, 2020. As a result of the outbreak, companies have experienced disruptions in their operations and in markets served. We instituted numerous precautionary measures intended to help ensure the well-being of our employees, to continue providing essential telecommunications services to our customers and minimize business disruption.\nAs COVID-19 restrictions were eased in some states, our employees who had been working from home since March 2020 began returning to their normal work locations while we continue to empower our technicians to reschedule any in-person installation or repair if they determine that circumstances at the location present a health risk. As the virus infection rate began increasing, we provided flexibility for employees who could effectively work from home with the option to do so. During third quarter 2020, we saw customer calls for new and changed service, payment arrangements and service troubles begin to trend toward pre-COVID-19 levels.\nAs a result of the measures implemented, no signifi", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax rate, tax liability, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02342", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A.RISK FACTORS\nSmaller reporting companies are not required to provide the information required by this item.\nITEM 1B.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 934796_2020.htm (CIK: 934796, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02343", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nThe Company's Financial Statements and related Independent Auditors' Report are presented in the following pages. The financial statements filed in this Item 8 are as follows:\nReport of Independent Registered Public Accounting Firm\nFinancial Statements:\nConsolidated Balance Sheets - December 31, 2020 and 2019\nConsolidated Statements of Income - Years Ended December 31, 2020, 2019, and 2018\nConsolidated Statements of Comprehensive Income - Years Ended December 31, 2020, 2019, and 2018\nConsolidated Statements of Changes in Stockholders' Equity - Years Ended December 31, 2020, 2019, and 2018\nConsolidated Statements of Cash Flows - Years ended December 31, 2020, 2019, and 2018\nNotes to Consolidated Financial Statements\nPREMIER FINANCIAL BANCORP, INC.\nFORM 10-K\nDecember 31, 2020\nMANAGEMENT\u2019S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING\nA. Management\u2019s Report on Internal Control Over Financial Reporting\nManagement of the Company is responsible for establishing and maintaining effective internal control over financial reporting as defined in Rules 13a-15(f) under the Securities Exchange Act of 1934. The Company\u2019s internal control over financial reporting is designed to provide reasonable assurance to the Company\u2019s management and board of directors regarding the preparation and fair presentation of published financial statements.\nManagement assessed the effectiveness of the Company\u2019s internal control over financial reporting as of December 31, 2020. In making this assessment, management used the criteria set forth by the 2013 Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework. Based on our assessment, we believe that, as of December 31, 2020 the Company\u2019s internal control over financial reporting is effective based on those criteria.\n/s/ Robert W. Walker\n/s/ Brien M. Chase\nRobert W. Walker, President and\nBrien M. Chase, Senior Vice President\nChief Executive Officer\nand Chief Financial Officer\nDate: March 22, 2021\nDate: March 22, 2021\nPREMIER FINANCIAL BANCORP, INC.\nFORM 10-K\nDecember 31, 2020\nB. Changes in Internal Control over Financial Reporting\nThere were no changes in internal controls over financial reporting during the fourth fiscal quarter that have materially affected or are reasonably likely to materially affect Premier\u2019s internal controls over financial reporting.\nC. Inherent Limitations on Internal Control\n\u201cInternal controls\u201d are procedures, which are designed with the objective of providing reasonable assurance that (1) transactions are properly authorized; (2) assets are safeguarded against unauthorized or improper use; and (3) transactions are properly recorded and reported, all so as to permit the preparation of reports and financial statements in conformity with generally accepted accounting principles. However, a control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their cost. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. The design of any system of controls is also based, in part, upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, a control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may det", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 887919_2020.htm (CIK: 887919, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02344", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nThe information in the Proxy Statement set forth under the captions \u201cDirector Compensation,\u201d \u201cCompensation Discussion and Analysis,\u201d \u201c2020 Executive Compensation,\u201d and \u201cCorporate Governance - Compensation Committee Interlocks and Insider Participation\u201d is incorporated herein by reference.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1022408_2020.htm (CIK: 1022408, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02345", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11.\nEXECUTIVE COMPENSATION\nThe Fund has no employees, officers or directors. The Managing Owner receives a monthly Management Fee of 1/12th of 0.75% per annum of the daily NAV of the Fund at the end of each month.\nFor the year ended December 31, 2020, the Fund incurred Management Fees of $1,136,286 of which $1,053,226 had been paid at December 31, 2020. Management Fees of $83,060 were unpaid at December 31, 2020 and are reported as a liability on the Statements of Financial Condition.\nFor the year ended December 31, 2020, the Fund incurred brokerage commissions of $9,043 of which $4,040 had been paid at December 31, 2020. Brokerage commissions of $5,003 were unpaid at December 31, 2020 and are reported as a liability on the Statements of Financial Condition.\nFor the year ended December 31, 2019, the Fund incurred Management Fees of $972,016 of which $883,767 had been paid at December 31, 2019. Management Fees of $88,249 were unpaid at December 31, 2019 and are reported as a liability on the Statements of Financial Condition.\nFor the year ended December 31, 2019, the Fund incurred brokerage commissions of $8,126 of which $3,397 had been paid at December 31, 2019. Brokerage commissions of $4,729 were unpaid at December 31, 2019 and are reported as a liability on the Statements of Financial Condition.\nFor the year ended December 31, 2018, the Fund incurred Management Fees of $1,044,289 of which $974,411 had been paid at December 31, 2018. Management Fees of $69,878 were unpaid at December 31, 2018 and are reported as a liability on the Statements of Financial Condition.\nFor the year ended December 31, 2018, the Fund incurred brokerage commissions of $21,807 of which $16,803 had been paid at December 31, 2018. Brokerage commissions of $5,004 were unpaid at December 31, 2018 and are reported as a liability on the Statements of Financial Condition.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1383057_2020.htm (CIK: 1383057, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02346", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A.\nRISK FACTORS\nBusiness Risk Factors\nCOVID-19\nPandemic\nA novel strain of coronavirus, COVID-19,\nsurfaced in December 2019 and has spread around the world, including to the United States. In March 2020, the World Health Organization declared COVID-19\na pandemic. The COVID-19\npandemic adversely impacted our operations in March and April 2020 and could continue to adversely affect our business and results of operations, including as government authorities impose or reimpose mandatory closures, work-from-home orders and social distancing protocols, or impose other restrictions due to the continued high rate of viral infections that exist as of this date. These actions could materially adversely affect our ability to adequately staff and maintain our operations, interrupt our supply lines, impair our ability to sustain sufficient financial liquidity and adversely impact our financial results.\nCOVID-19\nrelated factors that have impacted us, or may negatively impact, sales, gross margin and other results of operations in the future include, but are not limited to: limitations on the ability of our suppliers to manufacture, or procure from manufacturers, the products we sell, or to meet delivery requirements and commitments; limitations on the ability of our employees to perform their work due to illness or other disruptions caused by the pandemic, including local, state, or federal orders requiring employees to remain at home; limitations on the ability of carriers to deliver our products to customers; limitations on the ability of our customers to conduct their businesses and purchase our products; and limitations on the ability of our customers to pay us on a timely basis. Moreover, the COVID-19\npandemic could alter the mix of our business due to a shift in consumer demand towards repair of equipment rather than replacement, as well as changes in our sales mix toward value-oriented equipment and lower demand and/or disruption to new construction and commercial markets, which would result in a reduction in our sales and consequential gross margin.\nAs we cannot predict the duration or scope of the COVID-19\npandemic in the future, the potential negative financial impact to our results of operations cannot be reasonably estimated but could be material and last for an extended period of time.\nSupplier Concentration\nThe Company\u2019s top ten suppliers accounted for 85% of our purchases during 2020, including 63% from Carrier, and 11% from Rheem. Carrier provides a diverse variety of brands of HVAC systems including, Carrier, Bryant, Payne, Tempstar, Heil, Comfortmaker and Grandaire, along with complimentary replacement parts. Rheem provides Rheem-brand HVAC systems along with complimentary replacement parts. Given the significant concentration of our supply chain, particularly with Carrier and Rheem, any significant interruption by any of the key manufacturers or a termination of a relationship could temporarily disrupt the operations of certain of our subsidiaries. Additionally, our operations are materially dependent upon the continued market acceptance and quality of these manufacturers\u2019 products and their ability to continue to manufacture products that are competitive and that comply with laws relating to environmental and efficiency standards. Our inability to obtain products from one or more of these manufacturers or a decline in market acceptance of these manufacturers\u2019 products could have a material adverse effect on our results of operations, cash flows, and liquidity.\nMany HVAC equipment and component manufacturers, including Carrier and Rheem, source component parts from China and/or assemble a significant amount of products for residential and light-commercial applications from Mexico. If any restrictions, including a potential increase in tariffs, are imposed related to such products sourced or assembled from Mexico and China, including as a result of amendments to existing trade agreements, and our product costs consequ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 105016_2020.htm (CIK: 105016, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02347", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nThe information contained in this section should be read in conjunction with the consolidated financial statements and related notes thereto appearing elsewhere in this Annual Report. This discussion includes forward-looking statements that involve substantial risks and uncertainties and should be read in conjunction with the \u201cCautionary Statement Regarding Forward-Looking Statements\u201d set forth on page 2 of this Annual Report on Form 10-K for further information regarding forward-looking statements. Except as otherwise indicated, the terms \u201cwe,\u201d \u201cus,\u201d \u201cour,\u201d the \u201cCompany\u201d and \u201cBCPL\u201d refer to BC Partners Lending Corporation.\nOverview\nThe Company was incorporated under the laws of the State of Maryland on December 22, 2017. We have elected to be treated as a business development company (\u201cBDC\u201d) under the Investment Company Act of 1940, as amended (the \u201c1940 Act\u201d), and elected to be treated as a regulated investment company (\u201cRIC\u201d) for U.S. federal income tax purposes, and to qualify annually as a RIC under Subchapter M of the Internal Revenue Code of 1986, as amended (the \u201cCode\u201d). As such, we are required to comply with various regulatory requirements, such as the requirement to invest at least 70% of our assets in \u201cqualifying assets,\u201d source of income limitations, asset diversification requirements, and the requirement to distribute annually at least 90% of our investment company taxable income and tax-exempt interest. Qualifying assets include investments in \u201celigible portfolio companies.\u201d Under the relevant Securities and Exchange Commission (\u201cSEC\u201d) rules, the term \u201celigible portfolio company\u201d includes most private companies, whose principal place of business is the United States, companies whose securities are not listed on a national securities exchange, and certain public companies that have listed their securities on a national securities exchange and have a market capitalization of less than $250 million. These rules also permit us to include as qualifying assets certain follow-on investments in companies that were eligible portfolio companies at the time of initial investment but that no longer meet the definition. In addition, we will not invest more than 30% of our total assets in companies whose principal place of business is outside the United States. The Company is an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012 (the \u201cJOBS Act\u201d), and the Company is taking advantage of the extended transition period for complying with certain new or revised accounting standards provided for emerging growth companies in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the \u201cSecurities Act\u201d). Depending on the duration of the novel coronavirus, or COVID-19, pandemic and the extent of its impact on our portfolio companies\u2019 operations and our net investment income, any future distributions to our stockholders may be for amounts less than our historical distributions, may be made less frequently than historical practices, and may be made in part cash and part stock, subject to a limitation that the aggregate amount of cash to be distributed to all stockholders must be at least 20% of the aggregate declared distribution, or 10% subject to temporary relief from the U.S. Internal Revenue Service.\nOur investment objective is to make investments that generate current income and, to a lesser extent, capital appreciation. We intend for our investments primarily to take the form of debt investments, which may include secured debt, unsecured debt, other debt and/or equity in private middle-market companies (we define \u201cmiddle-market companies\u201d as those with annual earnings before interest, taxes, depreciation and amortization (\u201cEBITDA\u201d) between $10 million and $50 million). In addition, to a lesser extent, we may invest in the securities of public companies and in structured products. While our primary f", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, internal revenue. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02348", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.\nThe following analysis of our consolidated financial condition and results of operations should be read in conjunction with our consolidated financial statements and the notes thereto included elsewhere in this report.\nOVERVIEW\nPREIT, a Pennsylvania business trust founded in 1960 and one of the first equity real estate investment trusts (\u201cREITs\u201d) in the United States, has a primary investment focus on retail shopping malls located in the eastern half of the United States, primarily in the Mid-Atlantic region.\nWe currently own interests in 26 retail properties, of which 25 are operating properties and one is a development property. The 25 operating properties include 20 shopping malls and five other retail properties, have a total of 19.8 million square feet and are located in nine states. We and partnerships in which we hold an interest own 15.4 million square feet at these properties (excluding space owned by anchors or third parties).\nThere are 18 operating retail properties in our portfolio that we consolidate for financial reporting purposes. These consolidated properties have a total of 14.9 million square feet, of which we own 11.8 million square feet. The seven operating retail properties that are owned by unconsolidated partnerships with third parties have a total of 4.9 million square feet of which 3.6 million square feet are owned by such partnerships. When we refer to \u201cSame Store\u201d properties, we are referring to properties that have been owned for the full periods presented and exclude properties acquired, disposed of, under redevelopment or designated as a non-core property during the periods presented. Core properties include all operating retail properties except for Exton Square Mall and Fashion District Philadelphia. Valley View Mall was previously designated as a non-core property. As discussed further in Notes 2 and 4 to our consolidated financial statements, a foreclosure sale judgment was ordered by the court after the property operations were assumed by a receiver on behalf of the lender under the mortgage loan secured by Valley View Mall and we no longer operate the property. \u201cCore Malls\u201d also excludes these properties as well as power centers and Gloucester Premium Outlets.\nWe have one property in our portfolio that is classified as under development; however, we do not currently have any activity occurring at this property.\nFashion District Philadelphia opened on September 19, 2019. Fashion District Philadelphia is an aggregation of properties spanning three blocks in downtown Philadelphia that were formerly known as Gallery I, Gallery II and 907 Market Street. Joining Century 21 (which has since closed in 2020) and Burlington in 2019 were multiple dining and entertainment venues including Market Eats, a multi offering food court, City Winery, AMC Theatres, and Round 1 Bowling & Amusement. In addition, Nike Factory Store, Ulta, and H & M have opened Philadelphia flagship stores at the property since its opening in September 2019.\nWe are a fully integrated, self-managed and self-administered REIT that has elected to be treated as a REIT for federal income tax purposes. In general, we are required each year to distribute to our shareholders at least 90% of our net taxable income and to meet certain other requirements in order to maintain the favorable tax treatment associated with qualifying as a REIT.\nOur primary business is owning and operating retail shopping malls, which we do primarily through our operating partnership, PREIT Associates, L.P. (\u201cPREIT Associates\u201d or the \u201cOperating Partnership\u201d). We provide management, leasing and real estate development services through PREIT Services, LLC (\u201cPREIT Services\u201d), which generally develops and manages properties that we consolidate for financial reporting purposes, and PREIT-RUBIN, Inc. (\u201cPRI\u201d), which generally develops and manages properties that we do not consol", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02349", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nINDEX TO CONSOLIDATED FINANCIAL STATEMENTS\nReport of Independent Registered Public Accounting Firm\nConsolidated Balance Sheets\nConsolidated Statements of Operations and Comprehensive Loss\nConsolidated Statements of Convertible Preferred Stock and Stockholders\u2019 Equity (Deficit)\nConsolidated Statements of Cash Flows\nNotes to Consolidated Financial Statements\nReport of Independent Registered Public Accounting Firm\nTo the Stockholders and the Board of Directors of Shockwave Medical, Inc.\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheets of Shockwave Medical, Inc. (the Company) as of December 31, 2020 and 2019, the related consolidated statements of operations and comprehensive loss, convertible preferred stock and stockholders' equity (deficit) and cash flows for each of the three years in the period ended December 31, 2020, and the related notes (collectively referred to as the \u201cconsolidated financial statements\u201d). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with U.S. generally accepted accounting principles.\nWe also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 26, 2021 expressed an unqualified opinion thereon.\nBasis for Opinion\nThese financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company\u2019s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\nCritical Audit Matters\nThe critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.\nRevenue recognition\nDescription of the Matter\nThe Company recorded product revenue of $67.8 million for the year ended ", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1642545_2020.htm (CIK: 1642545, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02350", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors.\nInvesting in our common stock involves a high degree of risk. Before investing in our common stock, you should consider carefully the risks described below, together with the other information included or incorporated by reference in this Annual Report on Form 10-K. The occurrence of any of the following risks could materially adversely affect our business, financial condition, results of operations and future growth prospects. In these circumstances, the market price of our common stock could decline, and you may lose all or part of your investment.\nRisks Related to Our Financial Condition, Limited Operating History and Need for Additional Capital\nWe have incurred significant operating losses since our inception and expect to continue to incur losses for the foreseeable future. We have never been profitable, and may never achieve or maintain profitability.\nWe have never been profitable and do not expect to be profitable in the foreseeable future. Since inception, we have incurred significant operating losses. If our product candidates are not successfully developed and approved, we may never generate any revenue from product sales. Our net losses were $109.0 million for the year ended December 31, 2020 and $92.9 million for the year ended December 31, 2019. As of December 31, 2020, we had an accumulated deficit of $286.1 million. In addition, we have not commercialized any products and have never generated any revenue from product sales. Substantially all of our losses have resulted from expenses incurred in connection with our research and development activities, including our preclinical development activities, and from general and administrative costs associated with our operations. We have financed our operations primarily through our IPO, private placements of our convertible preferred stock and convertible debt and payments under development, collaboration and license agreements. The amount of our future net losses will depend, in part, on the amount and growth rate of our expenses and our ability to generate revenues.\nAll of our current or future product candidates will require substantial additional development time and resources before we may realize revenue from product sales, if at all. We expect to continue to incur significant expenses and operating losses for the foreseeable future. Our expenses have increased and we anticipate will continue to increase substantially if and as we:\n\u2022\ncontinue our current research and development programs, including conducting laboratory, preclinical and greenhouse studies for product candidates;\n\u2022\ncontinue to conduct or initiate clinical or field trials for product candidates;\n\u2022\nseek to identify, assess, acquire or develop additional research programs or product candidates;\n\u2022\nmaintain, expand and protect our intellectual property portfolio;\n\u2022\nseek marketing approvals for any product candidates that may successfully complete development;\n\u2022\nestablish a sales, marketing and distribution infrastructure to commercialize any products that may obtain marketing approval;\n\u2022\nfurther develop and refine the manufacturing process for our product candidates;\n\u2022\nchange or add additional manufacturers or suppliers of biological materials or product candidates;\n\u2022\nfurther develop our genome editing technology;\n\u2022\nacquire or in-license other technologies;\n\u2022\nseek to attract and retain new and existing personnel;\n\u2022\nexpand our facilities; and\n\u2022\nincur increased costs as a result of operating as a public company.\nIt will be several years, if ever, before we obtain regulatory approval for, and are ready for commercialization of, a therapeutic product candidate. Similarly, no product candidate from our food platform has advanced to field testing, and it will be several years, if ever, before we or our collaborators commercialize any such product candidate. New food and agriculture products using the precise editing approach generally take approximately three to five years to develop. ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1357874_2020.htm (CIK: 1357874, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02351", "source": "edgar", "source_license": "public_domain", "text": "Item 7A.\nQuantitative and Qualitative Disclosures about Market Risk\nInterest Rate Risk\nAs of March 31, 2020, our cash, cash equivalent and short-term investment balances consisted primarily of money market funds and U.S. Treasury Bills. Due to the short-term nature of these investments, we are not subject to any material interest rate risk on these balances.\nForeign Currency Risk\nEconomic Exposure\nAs a global company, we face exposure to adverse movements in foreign currency exchange rates. Our international sales are generally denominated in foreign currencies and this revenue could be materially affected by currency fluctuations. Approximately 49% of our sales were outside the United States in fiscal 2020 and 47% were outside the United States in fiscal 2019. Our primary exposures are to fluctuations in exchange rates for the U.S. dollar versus the Euro, and to a lesser extent, the Australian dollar, British pound sterling, Canadian dollar, Chinese yuan, Indian rupee, Korean won and Singapore dollar. Changes in currency exchange rates could adversely affect our reported revenues and require us to reduce our prices to remain competitive in foreign markets, which could also have a material adverse effect on our results of operations. Historically, we have periodically reviewed and revised the pricing of our products available to our customers in foreign countries and we have not maintained excess cash balances in foreign accounts.\nWe estimate that a 10% change in all foreign exchange rates would impact our reported operating profit by approximately $9.6 million annually. This sensitivity analysis disregards the possibilities that rates can move in opposite directions and that losses from one geographic area may be offset by gains from another geographic area.\nTransaction Exposure\nOur exposure to foreign currency transaction gains and losses is primarily the result of certain net receivables due from our foreign subsidiaries and customers being denominated in currencies other than the functional currency of the subsidiary. Our foreign subsidiaries conduct their businesses in local currency and we generally do not maintain excess U.S. dollar cash balances in foreign accounts.\nForeign currency transaction gains and losses are recorded in General and administrative expenses in the Consolidated Statements of Operation. We recognized net foreign currency transaction gains of $0.4 million, $1.0 million and $0.1 million in fiscal 2020, fiscal 2019, and fiscal 2018 respectively. The net foreign currency transaction gains and losses recorded in General and administrative expenses include settlement gains and losses on forward contracts disclosed below.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1169561_2020.htm (CIK: 1169561, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02352", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nWe are subject to certain risks and hazards due to the nature of the business activities we conduct. The risks discussed below, any of which could materially and adversely affect our business, financial condition, cash flows, results of operations and share price, are not the only risks we face. We may experience additional risks and uncertainties not currently known to us or, as a result of developments occurring in the future, conditions that we currently deem to be immaterial may ultimately materially and adversely affect our business, financial condition, cash flows, results of operations and share price.\nRisk Factors Summary\nRisks Related to COVID-19 and the Economy\n\u2022The COVID-19 pandemic and related economic repercussions have created significant disruptions to the global economy and have adversely affected our business.\n\u2022Our industry is affected by global economic factors, including risks associated with volatile economic conditions. Declines in worldwide economic conditions as a result of the COVID-19 pandemic have caused demand for our products to decrease and have adversely affected our business and we may continue to experience lower demand.\n\u2022The market for many of our TiO2 products is cyclical and volatile, and we may experience depressed market conditions for such products.\nRisks Related to Competition\n\u2022The industries in which we compete are highly competitive, and we may not be able to compete effectively with our competitors that have greater financial resources or those that are vertically integrated.\n\u2022If we are unable to innovate and successfully introduce new products, or new technologies or processes, our profitability could be adversely affected.\n\u2022Our business is dependent on our intellectual property. If we are unable to enforce our intellectual property rights and prevent use of our intellectual property by third parties, our ability to compete may be adversely affected.\nRisks Related to our Liquidity and Capital Resources\n\u2022Our indebtedness is substantial and a significant portion of our indebtedness is subject to variable interest rates. Our indebtedness may make us more vulnerable to financial market volatility and economic downturns and may limit our ability to respond to market conditions, to obtain additional financing or to refinance our debt.\n\u2022We may need additional capital in the future and may not be able to obtain it on favorable terms.\n\u2022If we are unable to generate sufficient cash flow from our operations, our business, financial condition and results of operations may be materially and adversely affected.\n\u2022Our customers, prospective customers, suppliers or other companies with whom we conduct business may need assurances that our financial stability is sufficient to satisfy their requirements for doing or continuing to do business with them.\nRisks Related to our Manufacturing Operations and Supply\n\u2022Our manufacturing operations involve risks that may increase our operating costs, which could reduce our profitability.\n\u2022Disruptions in production at our manufacturing facilities may have a material adverse impact on our business.\n\u2022Significant price volatility or interruptions in supply of raw materials and energy may result in increased costs that we may be unable to pass on to our customers.\n\u2022Differences in views with our joint venture participants may cause our joint ventures not to operate according to their business plans or be able to compete effectively with operations of our competitors.\nRisks Related to Environmental, Health and Safety Matters\n\u2022The classification of TiO2 as a Category 2 Carcinogen in the EU, or any increased regulatory scrutiny, could decrease demand for our products and subject us to manufacturing and waste disposal regulations that could significantly increase our costs.\n\u2022Restrictions on disposal of waste from our manufacturing processes could result in higher costs and negatively impact our ability to operate our manufacturing facilities.\n\u2022We are su", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1705682_2020.htm (CIK: 1705682, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02353", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.\nSee the index to the Financial Statements below, beginning on page.\nITEM 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1353538_2020.htm (CIK: 1353538, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02354", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nYou should carefully consider the following risks and other information in this Form 10-K. Any of the following risks could materially and adversely affect our results of operations or financial conditions. The following risk factors should be read in conjunction with Part II, Item 7, \"Management's Discussion and Analysis of Financial Condition and Results of Operation\" and the Consolidated Financial Statements and related notes in Part II, Item 8, \"Financial Statements and Supplementary Data\" of this Form 10-K.\nBusiness and Operational Risks\nThe COVID-19 pandemic and resulting worldwide economic conditions are adversely affecting, and will likely continue to adversely affect, our business operations, financial condition, results of operations, and cash flows and we are unable to predict the extent to which the global COVID-19 pandemic may continue to adversely impact our business operations, financial performance and results of operations.\nManufacturing and Supply Chain Disruption-\nOutbreaks of contagious diseases, including the ongoing COVID-19 outbreak and pandemic, and other adverse public health developments in countries and states where we operate, have had and are expected to continue to have an adverse effect on our business, financial condition and operational challenges in the manufacturing of our products and the operation of the related supply chains supporting our ability to deliver our products to the consumer. These effects include a potential negative impact on the availability of our key personnel; disruptions of our facilities or facilities of our members, business partners, customers, suppliers, third-party service providers or other vendors; and interruption of domestic and global supply chains, distribution channels, liquidity and capital or financial markets. We are actively monitoring COVID-19 impacts on our supply chain and distribution channels and restrictions on or disruptions of transportation or increased border controls or closures, or other impacts on domestic and global supply chains or distribution channels, could increase our costs for raw materials and commodity costs, increase demand for raw materials and commodities from competing purchasers, limit our ability to meet customer demand or otherwise have a material adverse effect on our business, financial condition, results of operation or cash flows.\nIn addition, we have taken and will continue to take temporary precautionary measures intended to help minimize the risk of COVID-19 to our employees, including implementation of health and safety measures to protect our employees, supplementing our workforce to compensate for employees disabled or temporarily unable to perform their duties, and temporary disruptions at certain of our manufacturing facilities, which could negatively affect our business. Some of these precautionary measures, and similar precautionary measures that we may take in the future, may result in additional costs. These conditions could lead to more prolonged disruptions and adverse financial impact in the future.\nThe mandated shelter in place and social distancing measures which are we are required to follow create challenges for the successful operation of our facilities. These same measures also impact the ability of our vendors, suppliers, logistics providers, distributors, and customers, to ultimately support the delivery of our products to consumers.\nUncertain Future Consumer Demand -\nWhile we have not experienced a significant loss of demand for our products during the COVID-19 pandemic, continued economic deterioration in the markets in which our products are sold, including unemployment, reductions in disposable income, declining consumer confidence, and perception of our products as non-essential, could result in future declines in the demand for our products. Further, COVID-19 has resulted in a widespread health crisis that has affected and is expected to continue to adversely affect the e", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1133470_2020.htm (CIK: 1133470, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02355", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management's Discussion and Analysis of Financial Condition And\nResults of Operations\nThe following discussion should be read in conjunction with the financial statements and notes thereto appearing elsewhere in this report.\nThis Report on Form 10-K may contain forward-looking statements within the meaning of the federal securities laws, principally, but not only, under the caption \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\u201d We caution investors that any forward-looking statements in this report, or which management may make orally or in writing from time to time, are based on management\u2019s beliefs and on assumptions made by, and information currently available to, management. When used, the words \u201canticipate,\u201d \u201cbelieve,\u201d \u201cexpect,\u201d \u201cintend,\u201d \u201cmay,\u201d \u201cmight,\u201d \u201cplan,\u201d \u201cestimate,\u201d \u201cproject,\u201d \u201cshould,\u201d \u201cwill,\u201d \u201cresult\u201d and similar expressions which do not relate solely to historical matters are intended to identify forward-looking statements. These statements are subject to risks, uncertainties, and assumptions and are not guarantees of future performance, which may be affected by known and unknown risks, trends, uncertainties, and factors, that are beyond our control. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated, or projected. We caution you that while forward-looking statements reflect our good faith beliefs when we make them, they are not guarantees of future performance and are impacted by actual events when they occur after we make such statements. We expressly disclaim any responsibility to update our forward-looking statements, whether as a result of new information, future events or otherwise. Accordingly, investors should use caution in relying on past forward-looking statements, which are based on results and trends at the time they are made, to anticipate future results or trends.\nSome of the risks and uncertainties that may cause our actual results, performance or achievements to differ materially from those expressed or implied by forward-looking statements include, among others, the factors listed and described at Item 1A \u201cRisk Factors\u201d in the Company\u2019s Annual Report on Form 10-K discussed above, which investors should review.\nOther sections of this report may also include suggested factors that could adversely affect our business and financial performance. Moreover, we operate in an extremely competitive and rapidly changing environment. New risks may emerge from time to time and it is not possible for management to predict all such matters; nor can we assess the impact of all such matters on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Given these uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. Investors should also refer to our quarterly reports on Form 10-Q for future periods and current reports on Form 8-K as we file them with the SEC, and to other materials we may furnish to the public from time to time through Forms 8-K or otherwise.\nOil and Gas Properties\nThe Company follows the full cost method of accounting for its oil and gas properties. Accordingly, all costs associated with acquisition, exploration and development of oil and natural gas reserves are capitalized in cost centers on a country-by-country basis. For each cost center, capitalized costs, less accumulated amortization and related deferred income taxes, shall not exceed an amount (the cost center ceiling) equal to the sum of:\na)The present value of estimated future net revenues computed by applying current prices of oil and natural gas reserves (with consideration of price changes only to the extent provided by contractual arrangements) to estimated future pr", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 867038_2020.htm (CIK: 867038, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02356", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations\nThe following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.\nRESULTS OF OPERATIONS\nWe have incurred recurring losses to date. Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.\nWe expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.\nFISCAL YEAR ENDED OCTOBER 31, 2020 COMPARED TO FISCAL YEAR ENDED OCTOBER 31, 2019.\nOur net loss for the fiscal year ended October 31, 2020 is $6,092 compared to a net loss of $5,855 during the fiscal year ended October 31, 2019. During fiscal years ended October 31, 2020 and 2019 the Company has generated $0 in revenue.\nDuring the fiscal year ended October 31, 2020, we incurred professional fees of $5,964 and bank service charges of $128 compared to professional fees of $5,639 and bank service charges of $216 incurred during fiscal year ended October 31, 2019.\nThe weighted average number of shares outstanding was 6,240,000 for the fiscal year ended October 31, 2020 and 6,240,000 for October 31, 2019.\nLIQUIDITY AND CAPITAL RESOURCES\nFISCAL YEAR ENDED OCTOBER 31, 2020 AND 2019\nAs of October 31, 2020, our total assets were $0; our total liabilities were $27,593 comprised of loan from our director of $16,568 and accounts payable of $11,385.\nAs of October 31, 2019, our total assets were $32 comprised of cash and cash equivalents; our total liabilities were $21,893 comprised of loan from our director of $9,893 and accounts payable of $12,000.\nCash Flows from Operating Activities\nFor the fiscal year ended October 31, 2020, net cash flows used in operating activities were $(6,707) consisting of net loss of $(6,092) and account payable of $(615). For the fiscal year ended October 31, 2019, net cash flows used in operating activities were $(3,855) consisting of net loss of $(5,855) and accounts payable of $2,000.\nCash Flows Provided by Investing Activities\nFor the fiscal years ended October 31, 2020 and 2019, net cash flows used in investing activities were $0.\nCash Flows from Financing Activities\nFor the fiscal year ended October 31, 2020, net cash from financing activities was $6,675 consisting of director\u2019s loan. For the fiscal year ended October 31, 2019, net cash from financing activities was $3,900 consisting of director\u2019s loan.\nPLAN OF OPERATION AND FUNDING\nWe expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.\nExisting working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next six months. We have no lines of credit or other bank\nfinancing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) acquisition of software; (ii) developmental expenses associated with a sta", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1625285_2020.htm (CIK: 1625285, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02357", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\n(1)\nIncludes accelerated depreciation related to restructuring actions of $6.9 million and amortization of financing leases of $2.3 million in fiscal 2020.\n(2)\nIncludes amortization of deferred financing costs of $1.8 million in fiscal 2020, $1.6 million in fiscal 2019, $2.4 million in fiscal 2018, $3.0 million in fiscal 2017 and $3.0 million in fiscal 2016.\n(3)\nIncludes $23.2 million of restructuring-related costs, a $12.3 million business interruption insurance recovery within the Commercial segment, a $3.1 million gain on the sale of a business in the Commercial segment and $0.9 million of gain for an arbitration settlement within the Defense segment in fiscal 2020. Includes $35.4 million of restructuring-related costs, a $19.0 million gain on the settlement of a lawsuit within the Defense segment, a $6.6 million business interruption insurance recovery within the Commercial segment and a $1.4 million loss on the sale of a small product line within the Commercial segment in fiscal 2018. Includes $43.3 million of restructuring-related costs in the Access Equipment segment in fiscal 2017.\n(4)\nIncludes $17.9 million, or $0.26 per share, of restructuring-related costs, $14.2 million, or $0.21 per share, insurance recovery within the Commercial segment, a $2.8 million, or $0.04 per share, gain on the sale of a business in the Commercial segment, a $3.2 million, or $0.05 per share, gain for the arbitration settlement within the Defense segment, debt extinguishment costs of $6.5 million, or $0.10 per share, and $11.4 million, or $0.16 per share, of tax expense due to the establishment of a valuation allowance on deferred tax assets in Europe as a result of the negative impacts of the COVID-19 pandemic on the Access Equipment segment\u2019s European results in fiscal 2020. Includes $7.0 million, or $0.10 per share, of tax expense related to tax reform in the United States in fiscal 2019. Includes $27.5 million, or $0.37 per share, of restructuring-related costs, a $15.4 million, or $0.21 per share, gain on the settlement of the lawsuit within the Defense segment, the $4.9 million, or $0.07 per share, business interruption insurance recovery within the Commercial segment, a $1.0 million, or $0.01 per share, loss on the sale of a small product line within the Commercial segment, debt extinguishment costs of $7.7 million, or $0.10 per share, and tax benefits of $10.7 million, or $0.13 per share, related to the implementation of tax reform in the United States in fiscal 2018. Includes $36.2 million, or $0.48 per share, of restructuring-related costs in the Access Equipment segment in fiscal 2017.\n(5)\nThe selected financial data has been adjusted from the originally filed data to reflect the adoption of Accounting Standards Update 2017-07, Compensation - Retirement Benefits (Topic 715), Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, in fiscal 2019.\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: tax expense, deferred tax, tax benefit, tax reform. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02358", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk.\nMarket risk represents the risk of changes in the value of market risk sensitive instruments caused by fluctuations in interest rates and foreign exchange rates. We are also exposed to market risk based on fluctuations in commodity market prices for key raw material inputs. Changes in these factors could cause fluctuations in the results of our operations and cash flows.\nInterest Rate Risk\nWe are exposed to market risk based on fluctuations in market interest rates. Our exposure to fluctuating interest rate risk consists of floating rate debt instruments that are indexed to short-term benchmark interest rates. As of October 31, 2020, we had $175.0 million of principal outstanding under our April 2017 ABL Facility at an average rate of 1.85% per annum, and $168.9 million of principal outstanding under our Term Loan at an average rate of 5.25% per annum. On an annualized basis, a 100-basis point increase in our floating interest rates under the April 2017 ABL Facility and Term Loan would have increased interest expense by $2.1 million. A similar 100-basis point decrease in our floating interest rates would have decreased interest expense by $0.3 million. Both scenarios are affected from rate floor provisions in our credit facility agreement.\nCommodity Price Risk\nWe are a purchaser of certain commodities, including aluminum and raw steel. In addition, we are a purchaser of components and parts containing various commodities, including aluminum, fiberglass, copper and steel, which are integrated into our end products. We generally buy these commodities and components based on fixed market prices that are established with the vendor as part of the purchase process. Purchase contracts generally do not have an indexed price escalation formula to account for economic fluctuations between the contract date and the delivery date. We are typically unable to pass along increased costs due to economic fluctuations to our customers. In 2018-2020, steel and aluminum tariffs resulted in significant increases in the costs and lead-times associated with our raw materials. We rarely use commodity financial instruments to hedge commodity prices. We will alternatively fix our prices for certain materials over an agreed upon amount of time between three months to 24 months through contracts with our vendors.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1687221_2020.htm (CIK: 1687221, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02359", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF=\nOPERATIONS\nForward-looking statements\nThis report contains statements that we believe to be \u201cforward-looking statements\u201d within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact are forward-looking statements. Without limitation, any statements preceded or followed by or that include the words \u201ctargets,\u201d \u201cplans,\u201d \u201cbelieves,\u201d \u201cexpects,\u201d \u201cintends,\u201d \u201cwill,\u201d \u201clikely,\u201d \u201cmay,\u201d \u201canticipates,\u201d \u201cestimates,\u201d \u201cprojects,\u201d \u201cshould,\u201d \u201cwould,\u201d \u201ccould,\u201d \u201cpositioned,\u201d \u201cstrategy,\u201d \u201cfuture\u201d or words, phrases or terms of similar substance or the negative thereof, are forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, assumptions and other factors, some of which are beyond our control, which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These factors include the overall impact of the COVID-19 pandemic on our business; the duration and severity of the COVID-19 pandemic; actions that may be taken by us, other businesses and governments to address or otherwise mitigate the impact of the COVID-19 pandemic, including those that may impact our ability to operate our facilities, meet production demands, and deliver products to our customers; the negative impacts of the COVID-19 pandemic on the global economy, our customers and suppliers, and customer demand; overall global economic and business conditions impacting our business, including the strength of housing and related markets; demand, competition and pricing pressures in the markets we serve; volatility in currency exchange rates; failure of markets to accept new product introductions and enhancements; the ability to successfully identify, finance, complete and integrate acquisitions; the ability to achieve the benefits of our restructuring plans and cost reduction initiatives; risks associated with operating foreign businesses; the impact of material cost and other inflation; the impact of seasonality of sales and weather conditions; our ability to comply with laws and regulations; the impact of changes in laws, regulations and administrative policy, including those that limit U.S. tax benefits or impact trade agreements and tariffs; the outcome of litigation and governmental proceedings; and the ability to achieve our long-term strategic operating goals. Additional information concerning these and other factors is contained in our filings with the U.S. Securities and Exchange Commission (the \u201cSEC\u201d), including this Annual Report on Form 10-K. All forward-looking statements speak only as of the date of this report. Pentair assumes no obligation, and disclaims any obligation, to update the information contained in this report.\nOverview\nPentair plc and its consolidated subsidiaries (\u201cwe,\u201d \u201cus,\u201d \u201cour,\u201d \u201cPentair\u201d or the \u201cCompany\u201d) is a pure play water industrial manufacturing company comprised of two reporting segments: Consumer Solutions and Industrial & Flow Technologies. We classify our operations into business segments based primarily on types of products offered and markets served. For the year ended December 31, 2020, the Consumer Solutions and Industrial & Flow Technologies segments represented approximately 58% and 42% of total revenues, respectively.\nAlthough our jurisdiction of organization is Ireland, we manage our affairs so that we are centrally managed and controlled in the United Kingdom (the \u201cU.K.\u201d) and therefore have our tax residency in the U.K.\nOn April 30, 2018, we completed the separation of our Electrical business from the rest of Pentair (the \u201cSeparation\u201d) by means of a dividend in specie of the Electrical business, which was effected by the transfer of the Electrical business from Pentair to nVent and the issuance by nVent of nVent ordinary shares directly to Pen", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: tax benefit, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02360", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nNone of our executive officers or directors have received any compensation for services rendered to us. Commencing on the date that our securities were first listed on the NYSE through the earlier of completion of our initial business combination and our liquidation, we will reimburse BGPT Trebia LP for office space and administrative support services provided to us in the amount of $10,000 per month. In addition, our sponsors, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to our sponsors, executive officers or directors, or our or their affiliates. Any such payments prior to an initial business combination will be made using funds held outside the trust account. Other than quarterly audit committee review of such reimbursements, we do not expect to have any additional controls in place governing our reimbursement payments to our directors and executive officers for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection with identifying and completing an initial business combination. Other than these payments and reimbursements, no compensation of any kind, including finder\u2019s and consulting fees, will be paid by the company to our sponsors, executive officers and directors, or any of their respective affiliates, prior to completion of our initial business combination.\nAfter the completion of our initial business combination, directors or members of our management team who remain with the combined company may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our shareholders in connection with a proposed business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed business combination, because the directors of the post-combination business will be responsible for determining executive officer and director compensation. Any compensation to be paid to our executive officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors.\nWe do not intend to take any action to ensure that members of our management team maintain their positions with the combined company after the completion of our initial business combination, although it is possible that some or all of our executive officers and directors may negotiate employment or consulting arrangements to remain with the combined company after our initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management\u2019s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the completion of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our executive officers and directors that provide for benefits upon termination of employment.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1805833_2020.htm (CIK: 1805833, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02361", "source": "edgar", "source_license": "public_domain", "text": "Item 8 - Note 7 to the Company\u2019s consolidated financial statements.\nIn June 2013, the Company purchased an equity interest in a real estate development property through a joint venture agreement to purchase and develop real property located at 105 through 111 West 57th Street in New York, New York (the \u201c111 West 57th Property\u201d). The Company is engaged in material disputes and litigation with regard to the 111 West 57th Property. Despite ongoing litigation challenging the legitimacy of the actions taken in connection with the \u201cStrict Foreclosure\u201d, (as defined and further discussed herein), in accordance with GAAP, the Company recorded an impairment for the full amount of its equity investment in the 111 West 57th Property in 2017. Prior to the Strict Foreclosure, the carrying value of the Company\u2019s equity investment in the 111 West 57th Property represented a substantial portion of the Company\u2019s assets and net equity value.\nFor additional information concerning the Company\u2019s recording of an impairment of its equity investment in the 111 West 57th Property in 2017 and the Company\u2019s legal proceedings relating to the 111 West 57th Property, including the Company\u2019s challenge to the Strict Foreclosure, see Part II - Item 8 - Note 3 and Note 8 to the Company\u2019s consolidated financial statements.\nFINANCIAL CONDITION AND LIQUIDITY\nThe Company\u2019s assets at December 31, 2020, aggregated $7,990,000, consisting principally of cash and cash equivalents of $7,925,000. At December 31, 2020, the Company\u2019s liabilities aggregated $383,000. Total stockholders\u2019 equity was $7,607,000.\nIn 2020, the Company received $10.7 million of federal tax refunds of alternative minimum tax (\u201cAMT\u201d) credit carryforwards as provided for in the 2017 Tax Cuts and Jobs Act (the \u201c2017 Tax Act\u201d), based on the Company\u2019s 2019 federal income tax returns as filed, which were included as a federal income tax receivable and a deferred tax asset at December 31, 2019. In 2019, the Company received a $10.7 million federal tax refund based on the Company\u2019s 2018 federal income tax return as filed. The Company\u2019s management is continuing to work closely with outside advisors on the Company\u2019s various federal tax return matters for the numerous interrelated tax years. For additional information, see Part II - Item 8 - Note 7 to the Company\u2019s consolidated financial statements.\nIn 2019, the Company received a letter from the Federal Deposit Insurance Corporation (\u201cFDIC\u201d), requesting the Company reimburse the FDIC for 2012 federal taxes of approximately $501,000 that the FDIC had previously reimbursed the Company, pursuant to a 2012 settlement agreement which was approved by the United States Court of Federal Claims (the \u201cCourt of Federal Claims\u201d) in October 2012 (the \u201c2012 Tax Amount\u201d). The Company is currently reviewing the FDIC request, along with the SGW 2012 Settlement Agreement and Court of Federal Claims August 2013 ruling, with its outside legal and tax advisors. The Company is unable to predict at this time whether the 2012 Tax Amount is refundable back to the FDIC in current and/or future years. For additional information, see Part II - Item 8 - Note 7 to the Company\u2019s consolidated financial statements.\nThe Company has incurred operating losses and used cash for operating activities for the past several years. The Company has continued to keep operating expenses at a reduced level; however, there can be no assurance that the Company\u2019s current level of operating expenses will not increase or that other uses of cash will not be necessary. The Company believes that based on its current level of operating expenses its existing cash and cash equivalents will be sufficient to fund operating activities for at least the next twelve months from the financial statement issuance date. The Company's management expects that operating cash needs in 2021 will be met principally by the Company's current financial resources. Over the next several months, the Company will seek to manage its curre", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, deferred tax. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02362", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nYou should read this discussion together with the Financial Statements, related Notes and other financial information included elsewhere in this Form 10-K. The following discussion contains assumptions, estimates and other forward-looking statements that involve a number of risks and uncertainties, including those discussed elsewhere in this Form 10-K. These risks could cause our actual results to differ materially from those anticipated in these forward-looking statements.\nThis discussion is intended to further the reader\u2019s understanding of the Company\u2019s financial condition and results of operations and should be read in conjunction with the Company\u2019s financial statements and related notes included elsewhere herein. This discussion also contains forward-looking statements. The Company\u2019s actual results could differ materially from those anticipated in these forward-looking statements as a result of the risks and uncertainties set forth elsewhere in this Annual Report and in the Company\u2019s other SEC filings. Readers are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date hereof. The Company is not party to any transactions that would be considered \u201coff balance sheet\u201d pursuant to disclosure requirements under Item 303(c) of Regulation S-K.\nOverview\nThe Company is a non-operating holding company. Historically, the Company located and invested in gaming and vending businesses. Focus was on the entertainment, travel and leisure industries. Current management acquired control of the Company through purchase of preferred shares on October 13, 2017 and is in the process of identifying operating businesses that are potential candidates for acquisition.\nCritical Accounting Policies\nThe relevant accounting policies are listed below.\nBasis of Accounting\nThe basis is United States generally accepted accounting principles.\nCash and Cash Equivalents\nThe Company considers all short-term investments with a maturity of three months or less at the date of purchase to be cash and cash equivalents.\nUse of Estimates\nIn preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates.\nAdvertising\nAdvertising costs are expensed when incurred. The Company incurred $0 of sales and marketing expenses, including advertising, for the years ended December 31, 2020 and December 31, 2019.\nComprehensive Income (Loss)\nNet income (loss) is equal to comprehensive income (loss).\nIncome Taxes\nH.R. 1 (the \u201cTax Reform Law\u201d), effective for tax years beginning on or after January 1, 2018, except for certain provisions, resulting in significant changes to existing United States tax law, including various provisions that are expected to impact the Company. The Tax Reform Law reduced the federal corporate tax rate from 34% to 21% effective January 1, 2018 for the Company.\nAt December 31, 2020 and 2019, the Company had net operating losses (\u201cNOL\u201d) for income tax purposes. The Company has NOL carry-forwards for Federal income tax purposes of $2.34 million and $2.23 million at December 31, 2020 and 2019, respectively. No tax benefit was reported with respect to these NOL carry-forwards in the accompanying financial statements because the Company believes the realization of the Company\u2019s deferred tax of approximately $0.49 million as of December 31, 2020, was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are fully offset by a full valuation allowance.\nComponents of deferred tax assets as of December 31, 2020 and 2019 are as follows:", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, deferred tax, tax rate, tax benefit. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02363", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nSee our consolidated financial statements and notes thereto and required financial statement schedules commencing on page.\nItem 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1576018_2020.htm (CIK: 1576018, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02364", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nInterest Rate Risk\nManagement considers interest rate risk to be the most significant market risk for the Corporation. Market risk is the risk of loss from adverse changes in market prices and rates. Interest rate risk is the exposure to adverse changes in the net income of the Corporation as a result of changes in interest rates.\nThe Corporation\u2019s primary earnings source is net interest income, which is affected by changes in the level of interest rates, the relationship between rates, the impact of interest rate fluctuations on asset prepayments, the level and composition of deposits and liabilities, and credit quality of interest-earning assets.\nThe Corporation\u2019s objectives in its asset and liability management are to maintain a strong, stable net interest margin, to utilize its capital effectively without taking undue risks, to maintain adequate liquidity, and to reduce vulnerability of its operations to changes in interest rates. The Corporation's ALCO has the strategic responsibility for setting the policy guidelines on acceptable exposure to interest rate risk. These guidelines contain specific measures and limits regarding the risks, which are monitored on a regular basis. The ALCO is made up of the Chief Executive Officer, the Chief Financial Officer, the Asset Liability Management Officer, and other officers representing key functions.\nInterest rate risk is the risk that net interest income will fluctuate as a result of a change in interest rates. It is the assumption of interest rate risk, along with credit risk, that drives the net interest margin of a financial institution. For that reason, the ALCO has established tolerance limits based upon various basis point changes in interest rates, with appropriate floors set for interest-bearing liabilities. At December 31, 2020, it is estimated that an immediate 100-basis point decrease in interest rates would negatively impact the next 12 months net interest income by 5.18% and an immediate 200-basis point increase would positively impact the next 12 months net interest income by 9.20%. Both are within the Corporation's policy guidelines.\nA related component of interest rate risk is the expectation that the market value of the Corporation\u2019s capital account will fluctuate with changes in interest rates. This component is a direct corollary to the earnings-impact component: an institution exposed to earnings erosion is also exposed to shrinkage in market value. At December 31, 2020, it is estimated that an immediate 100-basis point decrease in interest rates would negatively impact the market value of the Corporation\u2019s capital account by 3.19%. An immediate 200-basis point increase in interest rates would positively impact the market value by 2.46%, which is within the Corporation\u2019s policy guidelines.\nManagement does recognize the need for certain hedging strategies during periods of anticipated higher fluctuations in interest rates and the Funds Management Policy provides for limited use of certain derivatives in asset liability management.\nCredit Risk\nThe Corporation manages credit risk consistent with state and federal laws governing the making of loans through written policies and procedures; loan review to identify loan problems at the earliest possible time; collection procedures (continued even after a loan is charged off); an adequate allowance for loan losses; and continuing education and training to ensure lending expertise. Diversification by loan product is maintained through offering commercial loans, 1-4 family mortgages, and a full range of consumer loans.\nThe Corporation monitors its loan portfolio carefully. The Loan Committee of the Corporation's Board of Directors is designated to receive required loan reports, oversee loan policy, and approve loans above authorized individual and Senior Loan Committee lending limits. The Senior Loan Committee, consisting of the President and Chief Execu", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 763563_2020.htm (CIK: 763563, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02365", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nUHY LLP\nCertified Public Accountants\nTo the Board of Directors and Stockholders of\nGuided Therapeutics, Inc.\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheets of Guided Therapeutics, Inc. and Subsidiary. (the \u201cCompany\u201d) as of December 31, 2020 and 2019, and the related consolidated statements of operations, stockholders\u2019 deficit, and cash flows for the years then ended, and the related notes (collectively, the \u201cconsolidated financial statements\u201d). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America (\u201cUS GAAP\u201d).\nSubstantial Doubt about the Company\u2019s Ability to Continue as a Going Concern\nThe accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has recurring losses from operations, limited cash flow, and an accumulated deficit. These conditions raise substantial doubt about the Company\u2019s ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustment that might result from the outcome of this uncertainty. Our opinion is not modified with respect to this matter.\nBasis for Opinion\nThese consolidated financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (\u201cPCAOB\u201d) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company\u2019s internal control over financial reporting. Accordingly, we express no such opinion.\nOur audits included performing procedures to assess the risk of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\nCritical Audit Matters\nThe critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved especially challenging, subjective or complex judgments. The communication of critical audit matters does not a", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 924515_2020.htm (CIK: 924515, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02366", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nThe information under the subheading \"Director Compensation\" under the principal heading \"Governance\" and the information under the subheadings \"Compensation Discussion and Analysis,\" \"Compensation Committee Report,\" \"Compensation Committee Interlocks and Insider Participation,\" \"Compensation Tables,\" \"Payments on Termination or Change in Control\" and \"Pay Ratio Disclosure\" under the principal heading \"Compensation\" and the information under the subheading \"Annex B - Summary of Plans\" under the principal heading \"Annexes\" in the Company's 2021 Proxy Statement is incorporated herein by reference.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 21344_2020.htm (CIK: 21344, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02367", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nGeneral Philosophy\nOur Board is solely responsible for establishing and administering our executive and director compensation plans, if any.\nExecutive Compensation\nThe following table shows, for the twelve months ended March 31, 2020 and 2019, compensation awarded or paid to, or earned by, our Chief Executive Officer and Chief Financial Officer (the \u201cNamed Executive Officers\u201d).\n(1)There is no formal employment arrangement with Mr. Elbaz at this time.\n(2)Ms. Mamon resigned from her position as CFO of the Company on August 11, 2020. Ms. Mamon provided her services through an Israeli corporation that billed the Company approximately 50,000 shekels per month for her efforts. To date, Ms. Mamon has received approximately $40,500 of the $54,423 that has been billed for her services as a consultant and Chief Financial Officer to the Company. The Company pays for these services in US Dollars, its functional currency.\nPotential Payments upon Termination or Change-in-Control\nSEC regulations state that we must disclose information regarding agreements, plans or arrangements that provide for payments or benefits to our executive officers in connection with any termination of employment or change in control of the company. We currently have no employment agreements with any of our executive officers, nor any compensatory plans or arrangements resulting from the resignation, retirement or any other termination of any of our executive officers, from a change-in-control, or from a change in any executive officer\u2019s responsibilities following a change-in-control. As a result, we have omitted this table.\nCompensation of Directors\nWe have no standard arrangement to compensate directors for their services in their capacity as directors. Directors are not paid for meetings attended. However, we intend to review and consider future proposals regarding board compensation. All travel and lodging expenses associated with corporate matters are reimbursed by us, if and when incurred.\nThe following table sets forth compensation paid to our non-executive (and executive) directors for the fiscal year ended March 31, 2020.\nName\nFees Earned\nor Paid in\nCash\nStock\nAwards\nOption\nAwards\nNon-Equity\nIncentive Plan\nCompensation\nNonqualified\nDeferred\nCompensation\nEarnings\nAll Other\nCompensation\nTotal\nAlon Elbaz (1)\n$\n-\n$\n-\n$\n-\n$\n-\n$\n-\n$\n-\n$\n-\nLimor Mamon (2)\n$\n-\n$\n-\n$\n-\n$\n-\n$\n-\n$\n-\n$\n-\n(1)Mr. Elbaz provides his services to the Company for no compensation.\n(2)Ms. Mamon resigned from the Board on August 11, 2020. She had provided her services as a director to the Company for no compensation.\nPension Table\nNone.\nRetirement Plans\nWe do not offer any annuity, pension, or retirement benefits to be paid to any of our officers, directors, or employees in the event of retirement. There are also no compensatory plans or arrangements with respect to any individual named above which results or will result from the resignation, retirement, or any other termination of employment with our company, or from a change in the control of our Company.\nCompensation Committee\nWe do not have a separate compensation committee. Instead, our Board reviews and approves executive compensation policies and practices, reviews salaries and bonuses for other officers, administers our stock option plans and other benefit plans, if any, and considers other matters that may be brought forth to it.\nRisk Management Considerations\nWe believe that our compensation policies and practices for our employees, including our executive officers, do not create risks that are reasonably likely to have a material adverse effect on our Company.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1689490_2020.htm (CIK: 1689490, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02368", "source": "edgar", "source_license": "public_domain", "text": "Item 8.Financial Statements and Supplementary Data\nThe Financial Statements are included in Part IV, Item 15 of this Form 10-K.\nItem 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1381668_2020.htm (CIK: 1381668, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02369", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk\nWe are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1824013_2020.htm (CIK: 1824013, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02370", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\nWe have derived the selected consolidated statements of operations and other financial data for the years ended December 31, 2020, 2019, and 2018 and the selected consolidated balance sheet data as of December 31, 2020 and 2019 from our Financial Statements. We have derived the selected consolidated statements of operations and other financial data for the years ended December 31, 2017 and 2016 and the selected consolidated balance sheet data as of December 31, 2018, 2017, and 2016 from audited consolidated financial statements not included in this Report.\nYou should read the following information in conjunction with our Financial Statements and Item 7, \"Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations,\" included elsewhere in this Report (the \"MD&A\"). Our historical results are not necessarily indicative of the results to be expected in any future period.\n__________________________________________\n(a)On March 28, 2018, the cross-border merger of Sensata Technologies Holding N.V. (\"Sensata N.V.\") and Sensata Technologies Holding plc (\"Sensata plc\") was completed, with Sensata plc being the surviving entity (the \"Merger\"). On the date of the Merger, Sensata plc became the publicly-traded parent of the subsidiary companies that were previously controlled by Sensata N.V., with no changes made to the business being conducted by Sensata N.V. prior to the Merger. Due to the various legal aspects of the Merger, Sensata plc retains the historical data of Sensata N.V., and no recasting or adjustment is required as a result of the Merger.\n(b)We acquired GIGAVAC, LLC (\"GIGAVAC\") in fiscal year 2018. Pro forma amounts are not shown. We sold the capital stock of Schrader Bridgeport International, Inc. and August France Holding Company SAS (collectively, the \"Valves Business\") in fiscal year 2018. Prior year amounts have not been recast.\n(c)Restructuring and other charges, net for the years ended December 31, 2020, 2019, 2018, 2017, and 2016 consisted of the following (refer also to Note 5, \"Restructuring and Other Charges, Net,\" of our Financial Statements):\n__________________________________________\n(i) Refer to Note 5, \"Restructuring and Other Charges, Net,\" of our Financial Statements for additional information regarding amounts recognized in each of the years ended December 31, 2020, 2019, and 2018.\n(ii) For the year ended December 31, 2017, included $8.4 million of charges related to the closure of our facility in Minden, Germany, a site we obtained in connection with the acquisition of certain subsidiaries of Custom Sensors & Technologies Ltd. (\"CST\") in fiscal year 2015.\n(iii) For the year ended December 31, 2017, these amounts included $3.2 million of costs related to the closure of our facility in Minden, Germany and $3.1 million of costs associated with the consolidation of two other manufacturing sites in Europe. For the year ended December 31, 2016 these amounts primarily related to the relocation of manufacturing lines from our facility in the Dominican Republic to a manufacturing facility in Mexico.\n(d)Other, net for the years ended December 31, 2020, 2019, 2018, 2017, and 2016 consisted of the following:\n__________________________________________\n(i) Includes net losses and gains on foreign currency remeasurement and foreign currency forward contracts. Refer to Note 6, \"Other, Net,\" of our Financial Statements for additional information.\n(e)In the year ended December 31, 2020, we completed the transfer of intangible property which resulted in a $54.2 million deferred tax benefit. For the year ended December 31, 2018, this amount included an income tax benefit of $122.1 million related to the realization of U.S. deferred tax assets previously offset by a valuation allowance. Refer to Note 7, \"Income Taxes,\" of our Financial Statements for additional information. For the year ended December 31, 2017, this amount included an income tax benefit of $73.7 million ", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, deferred tax, tax benefit. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02371", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.\nAs a \u201csmaller reporting company\u201d, we have elected not to provide the disclosure required by this item.\nITEM 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1709542_2020.htm (CIK: 1709542, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02372", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation.\nThe table below summarizes all compensation awarded to, earned by, or paid to our named executive officer(s) and director(s) for the year ended September 30, 2020 and for the year ended September 30, 2019 This in relation to the Company, Exceed World, Inc.\nNotes:\nOn September 26, 2018, the Company entered into, and consummated, a Share Purchase Agreement with Force Internationale, to acquire 100% of Force Holdings and 100% direct owner of e-Learning. In consideration of this agreement, the Company issued 12,700,000 common shares to Force Internationale.\nNote: e-Learning Laboratory Co., Ltd, a Japan corporation, is a wholly owned subsidiary of Force International Holdings Limited, a Hong Kong limited company. e-Communications Co., Ltd, a Japan corporation, is a wholly owned subsidiary of e-Learning Laboratory Co, Ltd, a Japan corporation.\nFor the year ended September 30, 2020 and 2019, e-Learning Laboratory Co., Ltd., paid out $1,102,637 and $1,090,413 respectively, to Mr. Tomoo Yoshida as salary compensation.\nFor the year ended September 30, 2020 and 2019, e-Commuications Co., Ltd., paid out $222,573 and $199,909, respectively, to Mr. Tomoo Yoshida as salary compensation.\nFrom October 1, 2018 through ended September 30, 2020 School TV Co., Ltd. and Force International Holdings Limited had not paid any compensation of any type to Mr. Tomoo Yoshida.\nOption/SAR Grants in Last Fiscal Year\nNone.\nOutstanding Equity Awards at Fiscal Year-End\nNone.\nEquity Compensation Plan Information\nNot applicable.\nEmployment Agreements of our Sole Officer and Director\nNone.\nCompensation Discussion and Analysis\nDirector Compensation\nThe Board of Directors reserves the right in the future to award the members of the Board of Directors cash or stock based consideration for their services to the Company, which awards, if granted shall be in the sole determination of the Board of Directors.\nExecutive Compensation Philosophy\nOur Board of Directors determines the compensation given to our executive officers in their sole determination. Our Board of Directors reserves the right to pay our executive or any future executives a salary, and/or issue them shares of common stock issued in consideration for services rendered and/or to award incentive bonuses which are linked to our performance, as well as to the individual executive officer\u2019s performance. This package may also include long-term stock based compensation to certain executives, which is intended to align the performance of our executives with our long-term business strategies. Additionally, while our Board of Directors has not granted any performance base stock options to date, the Board of Directors reserves the right to grant such options in the future, if the Board in its sole determination believes such grants would be in the best interests of the Company.\nIncentive Bonus\nThe Board of Directors may grant incentive bonuses to our executive officer and/or future executive officers in its sole discretion, if the Board of Directors believes such bonuses are in the Company\u2019s best interest, after analyzing our current business objectives and growth, if any, and the amount of revenue we are able to generate each month, which revenue is a direct result of the actions and ability of such executives.\nLong-term, Stock Based Compensation\nIn order to attract, retain and motivate executive talent necessary to support the Company\u2019s long-term business strategy we may award our executive and any future executives with long-term, stock-based compensation in the future, at the sole discretion of our Board of Directors, which we do not currently have any immediate plans to award.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1634293_2020.htm (CIK: 1634293, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02373", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nINDEX TO CONSOLIDATED FINANCIAL STATEMENTS\nPage\nManagement\u2019s Report on Internal Control Over Financial Reporting\nReports of Independent Registered Public Accounting Firm\nConsolidated Balance Sheets as of December 31, 2020 and 2019\nConsolidated Statements of Income for each of the three years in the period ended December 31, 2020\nConsolidated Statements of Comprehensive Income for each of the three years in the period ended December 31, 2020\nConsolidated Statements of Equity for each of the three years in the period ended December 31, 2020\nConsolidated Statements of Cash Flows for each of the three years in the period ended December 31, 2020\nNotes to Consolidated Financial Statements\nMANAGEMENT\u2019S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING\nThe management of Steel Dynamics, Inc. is responsible for the preparation and integrity of the company\u2019s consolidated financial statements and for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a - 15(f) of the Exchange Act, for the company (including its consolidated subsidiaries). We maintain accounting and internal control systems which are intended to provide reasonable assurance that assets are safeguarded against loss from unauthorized use or disposition, transactions are executed in accordance with management\u2019s authorization, and accounting records are reliable for preparing financial statements in accordance with accounting principles generally accepted in the United States. We are dedicated to ensuring that we maintain the high standards of financial accounting and reporting that we have established. Our culture demands integrity and an unyielding commitment to strong internal control practices and policies.\nInternal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of the financial statements in accordance with generally accepted accounting principles; and provide reasonable assurance that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.\nBecause of its inherent limitations, internal control over financial reporting may not always prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies and procedures may deteriorate.\nWe acquired Zimmer, S.A. de C.V. \u201cZimmer\u201d on August 3, 2020. In conducting our evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2020, we have elected to exclude Zimmer from our evaluation in the year of acquisition as permitted by the Securities and Exchange Commission. Zimmer constituted approximately 1% of the company\u2019s total and net assets as of December 31, 2020, and 1% of the company\u2019s net sales for the year then ended.\nUnder the supervision and with the participation of our management, including our principal executive officer and our principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting. The framework on which such evaluation was based upon is contained in the report entitled \u201cInternal Control-Integrated Framework\u201d issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) (the \u201cCOSO criteria\u201d). Based on that evaluation, management concluded that o", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1022671_2020.htm (CIK: 1022671, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02374", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk\nWe are exposed to changes in interest rates and foreign currency exchange rates because we finance certain operations through fixed and variable rate debt instruments and denominate our transactions in a variety of foreign currencies. Changes in these rates may have an impact on future cash flow and earnings. We manage these risks through normal operating and financing activities and, when deemed appropriate, through the use of derivative financial instruments. We do not enter into financial instruments for trading or speculative purposes.\nBy using derivative instruments, we are subject to credit and market risk. The fair market value of the derivative instruments is determined by using valuation models whose inputs are derived using market observable inputs, including interest rate yield curves, as well as foreign exchange and commodity spot and forward rates, and reflects the asset or liability position as of the end of each reporting period. When the fair value of a derivative contract is positive, the counterparty owes us, thus creating a receivable risk for us. We are exposed to counterparty credit risk in the event of non-performance by counterparties to our derivative agreements. We minimize counterparty credit (or repayment) risk by entering into transactions with major financial institutions of investment grade credit rating. Our exposure to market risk is not hedged in a manner that completely eliminates the effects of changing market conditions on earnings or cash flow.\nInterest Rate Risk\nOur RCF Agreement has a $1,500 million borrowing capacity with a floating rate interest. As there are currently no borrowings under this facility, a hypothetical increase in LIBOR based interest rates would not have caused any change to our interest expense on our floating rate debt.\nAdditional information regarding our notes is provided in Note 2 - Significant Accounting Policies, and Note 14 - Debt, of our notes to the Consolidated Financial Statements included in Item 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1413447_2020.htm (CIK: 1413447, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02375", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk.\nInterest Rate Risk\nThe risk associated with fluctuating interest rates is primarily limited to our debt. As of December 31, 2020, we had repaid in full the SB Credit Facility and had no long-term debt outstanding. A hypothetical 10% relative change in interest rates during any of the periods presented would not have had a material impact on our financial statements. We do not currently engage in hedging transactions to manage our exposure to interest rate risk.\nCredit Risk\nAs of December 31, 2020, our cash and cash equivalents and short-term investments were maintained with five financial institutions in the United States, and our current deposits are likely in excess of insured limits. We do not believe we are exposed to any significant credit risk. Our cash equivalents are invested in highly rated money market funds.\nOur accounts receivable primarily relate to revenue from the sale of our products to hospitals and medical centers in the United States. No customer represented 10% or more of our accounts receivable as of December 31, 2020.\nForeign Currency Risk\nOur business is primarily conducted in U.S. dollars. Any transactions that may be conducted in foreign currencies are not expected to have a material effect on our results of operations, financial position or cash flows. As we expand internationally, our results of operations and cash flows may become increasingly subject to fluctuations due to changes in foreign currency exchange rates.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1531048_2020.htm (CIK: 1531048, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02376", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\nThe following table represents selected financial data for the last five fiscal years ended December 31, 2020. The data set forth below does not purport to be complete. It should be read in conjunction with, and is qualified in its entirety by, the more detailed information appearing elsewhere herein, including the Company\u2019s Consolidated Financial Statements and related notes.\nReconciliations from the Company\u2019s GAAP Return on average equity ratio to the Non-GAAP Return on average common equity ratio, and to the Non-GAAP Return on average tangible common equity ratio are presented below:\nThe Company calculates the Efficiency ratio by reducing Total operating expenses by Amortization of intangibles, Impairment of goodwill, if any, and Restructuring expense, if any, and increasing Total operating expense by Total revenue. A reconciliation from the Efficiency ratio, unadjusted to the Efficiency ratio, as adjusted, is presented below:\nA reconciliation from the Company\u2019s GAAP Total shareholders' equity to Total assets ratio to the non-GAAP Tangible common equity to tangible assets ratio and to the non-GAAP Tier 1 common equity to risk-weighted assets ratio is presented below:\n____________\n(1)Total cash and investments include the following line items from the Consolidated Balance Sheets: Cash and cash equivalents, Investment securities available-for-sale, Investment securities held-to-maturity, Equity securities at fair value, and Stock in Federal Home Loan Bank (\"FHLB\") and Federal Reserve Bank.\n(2)Nonperforming assets include Nonaccrual loans and Other real estate owned (\u201cOREO\u201d), if any.\n(3)Income tax expense in 2017 included the impact of the Tax Act. Among the significant changes to the Code, the Tax Act reduced the federal corporate tax rate from 35% to 21% effective January 1, 2018. The Company re-measured its deferred tax assets and liabilities at the lower federal corporate tax rate of 21% and recorded the additional tax expense impact in the fourth quarter of 2017, the period in which the Tax Act was enacted. The Company's Income tax expense in 2018 included the tax expense associated with the sales of Anchor and BOS, partially offset by the aforementioned impact of the Tax Act.\n(4)Book value per share is calculated by reducing the Company\u2019s Total equity by the Series D preferred stock balance, if any, then dividing that value by the total common shares outstanding as of the end of that period.\n(5)The Company uses certain non-GAAP financial measures, such as the Return on average common equity ratio and the Return on average tangible common equity ratio, to provide information for investors to effectively analyze financial trends of ongoing business activities, and to enhance comparability with peers across the financial sector.\nThe Company calculates Average common equity by adjusting Average equity to exclude Average non-convertible preferred equity, if any. When Average non-convertible preferred equity is excluded, the Company also reduces Net income attributable to the Company by dividends paid on preferred equity.\nThe Company calculates Average tangible common equity by adjusting Average equity to exclude Average non-convertible preferred equity, if any, and Average goodwill and intangible assets, net. When Average non-convertible\npreferred equity and Average goodwill and intangible assets, net are excluded, the Company also reduces Net income attributable to the company by dividends paid on preferred equity and adds back Amortization of intangibles, net of tax.\n(6)The Company uses certain non-GAAP financial measures to provide information for investors to effectively analyze financial trends of ongoing business activities, and to enhance comparability with peers across the financial sector. The Company excludes Impairment of goodwill and Amortization of intangibles in the calculation.\n(7)Due to the lower federal tax rate beginning in 2018 and an increase in interest expense, the adjustm", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax expense, deferred tax, tax rate. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02377", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nThe Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations should be read together with the more detailed business information and financial statements and related notes that appear elsewhere in this annual report on Form 10-K. This annual report may contain certain \u201cforward-looking\u201d information within the meaning of the Private Securities Litigation Reform Act of 1995. This information involves risks and uncertainties. Actual results may differ materially from the results discussed in the forward-looking statements. Factors that might cause such a difference include, but are not limited to, those discussed in Item 1A - Risk Factors.\nOverview\nPsychemedics Corporation is the world\u2019s largest provider of hair testing for drugs of abuse, utilizing a patented hair analysis method involving digestion of hair, enzyme immunoassay technology and confirmation by mass spectrometry to analyze human hair to detect abused substances. The Company\u2019s customers include Fortune 500 companies, as well as small to mid-size corporations, schools and governmental entities, located in the United States and internationally. During the year ended December 31, 2020, the Company generated $21.4 million in revenue, while realizing a gross profit of 23% and incurring a net loss of $3.9 million and diluted net loss per share of $0.70 for the year ended December 31, 2020, versus diluted net income per share of $0.28 for fiscal year 2019, primarily due to the significant contraction in the overall economy as a result of COVID-19 resulting in a significant slow-down in job creation which substantially lowered our sales volume.\nThe following table sets forth, for the periods indicated, the selected statements of operations data as a percentage of total revenue:\nRevenue by Geographic Region\nResults for the Year Ended December 31, 2020 Compared to Results for the Year Ended December 31, 2019 (in thousands)\nRevenue: The revenue decline of 43% was primarily due to a 56% decrease in volume, offset by a 13% increase in average revenue per sample. International revenue was down 82% from 2019 to 2020, due to decline in volume from unfavorable market forces in Brazil and the COVID-19 pandemic and domestic revenue was down 29% from 2019 to 2020, also due primarily to the COVID-19 pandemic. See geographic breakdown of revenue above. The Company does not expect any change in the decline it has experienced in its Brazil driver license business as this market continues to be considerably uncertain.\nGross profit: The 70% decrease in gross profit was primarily due to lower sales volume. This lower volume was the primary factor in the gross profit percentage reduction from 44% in 2019 to 23% in 2020. In addition, gross profit was also adversely impacted by a requirement that we retain certain levels of personnel to qualify for PPP Loan forgiveness with no offsetting proportional revenue. The staffing levels we maintained did not support the volume sales noted above.\nGeneral and administrative (\u201cG&A\u201d) expenses: G&A expenses decreased 16% from 2019 to 2020, primarily driven by reductions in personnel after the PPP Loan covered period expired, cost-savings initiatives, including salary reductions, in response to the COVID-19 pandemic and lower international tax expense. These decreases were partially offset by higher legal expenses related to the exploration of possible strategic alternatives in an effort to enhance shareholder value.\nMarketing and selling expenses: Marketing and selling expenses decreased 23% from 2019 to 2020, primarily driven by cost reduction initiatives; specifically, lower personnel related costs (including less travel and meals). In addition, lower recruiting fees and commissions from volume decline contributed to the comparative decrease.\nIncome Taxes: During the year ended December 31, 2020, the Company recorded a tax benefit of $2.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax expense, tax benefit. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02378", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk\nOur primary market risk exposure is interest rate risk with respect to our variable rate indebtedness.\nOur Amended Credit Agreement provides for: (i) an unsecured revolving credit facility (the \u201cRevolving Facility\u201d) with revolving commitments in an aggregate principal amount of $600.0 million, including a letter of credit subfacility for 10% of the then available revolving commitments and a swingline loan subfacility for 10% of the then available revolving commitments and (ii) an unsecured term loan credit facility (the \u201cTerm Loan\u201d) in an aggregate principal amount of $200.0 million from a syndicate of banks and other financial institutions.\nThe interest rates applicable to loans under the Revolving Facility are, at our option, equal to either a base rate plus a margin ranging from 0.10% to 0.55% per annum or LIBOR plus a margin ranging from 1.10% to 1.55% per annum based on the debt to asset value ratio of the Company and its consolidated subsidiaries (subject to decrease at the Operating Partnership\u2019s election if we obtain certain specified investment grade ratings on our senior long-term unsecured debt). The interest rates applicable to loans under the Term Loan are, at our option, equal to either a base rate plus a margin ranging from 0.50% to 1.20% per annum or LIBOR plus a margin ranging from 1.50% to 2.20% per annum based on the debt to asset value ratio of the Company and its consolidated subsidiaries (subject to decrease at the Operating Partnership\u2019s election if we obtain certain specified investment grade ratings on our senior long-term unsecured debt). As of December 31, 2020, we had a $200.0 million Term Loan outstanding and there was $50.0 million outstanding under the Revolving Facility.\nAn increase in interest rates could make the financing of any acquisition by us more costly as well as increase the costs of our variable rate debt obligations. Rising interest rates could also limit our ability to refinance our debt when it matures or cause us to pay higher interest rates upon refinancing and increase interest expense on refinanced indebtedness. Increased inflation may also have a pronounced negative impact on the interest expense we pay in connection with our outstanding indebtedness, as these costs could increase at a rate higher than our rents.\nIn addition, there is currently uncertainty around whether LIBOR will continue to exist after 2021. If LIBOR ceases to exist, we will need to enter into an amendment to the Amended Credit Agreement and we cannot predict what alternative index would be negotiated with our lenders. If our lenders have increased costs due to changes in LIBOR, we may experience potential increases in interest rates on our variable rate debt, which could adversely impact our interest expense, results of operations and cash flows. Based on our outstanding debt balance as of December 31, 2020 described above and the interest rates applicable to our outstanding debt at December 31, 2020, assuming a 100 basis point increase in the interest rates related to our variable rate debt, interest expense would have increased approximately $2.5 million for the year ended December 31, 2020.\nWe may, in the future, manage, or hedge, interest rate risks related to our borrowings by means of interest rate swap agreements. However, the REIT provisions of the Code substantially limit our ability to hedge our assets and liabilities. See \u201cRisk Factors - Risks Related to Our Status as a REIT - Complying with REIT requirements may limit our ability to hedge effectively and may cause us to incur tax liabilities.\u201d As of December 31, 2020, we had no swap agreements to hedge our interest rate risks. We also expect to manage our exposure to interest rate risk by maintaining a mix of fixed and variable rates for our indebtedness.\nITEM 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1590717_2020.htm (CIK: 1590717, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02379", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors.\nThe responses by federal, state, and local civil authorities to the COVID-19 pandemic has had a material detrimental impact on our business, financial results and liquidity, and such impact could worsen and last for an unknown period of time.\nThe global spread of the COVID-19 pandemic is complex and rapidly-evolving, with governments, public institutions and other organizations imposing or recommending, and businesses and individuals implementing, restrictions on various activities or other actions to combat its spread, such as restrictions and bans on travel or transportation, limitations on the size of gatherings, closures of work facilities, schools, public buildings and businesses, cancellation of events, including sporting events, conferences and meetings, and quarantines and lock-downs. The shelter-in-place, physical distancing, quarantine measures, city closures and their consequences have dramatically reduced travel, conventions and demand for hotel rooms, which has and will continue to impact our business, operations, and financial results. The pandemic is having a significant impact on the U.S. economy and on the local markets in which our properties are located. While we did not incur significant disruptions in our real estate operations during the fiscal year ended June 30, 2020 from the COVID-19 pandemic, we are unable to predict the impact that the COVID-19 pandemic will have on our financial condition, results of operations and cash flows due to many uncertainties. The extent to which the closures impacts our business, operations, and financial results, including the duration and magnitude of such effects, will depend on numerous evolving factors that we may not be able to accurately predict or assess, including the duration and scope of the closures; the negative impact it has on global and regional economies and economic activity, including the duration and magnitude of its impact on unemployment rates and consumer discretionary spending; its short and longer-term impact on the demand for travel, transient and group business, and levels of consumer confidence; our ability to successfully navigate the impacts of the closures; governments actions, businesses and individuals take in response to the closures, including limiting or banning travel; and how quickly economies, travel activity, and demand for lodging recovers after the closures subsides.\nThe COVID-19 closures have subjected our business, operations and financial condition to a number of risks, including, but not limited to, those discussed below:\n\u25cf Risks Related to Revenue: The COVID-19 closures and other imposed restrictions have negatively impacted and will in the future negatively impact to an extent we are unable to predict, our revenue from the Hotel. Currently, the Hotel is not generating revenue sufficient to meet its operating expenses, which is adversely affecting our net income.\n\u25cf Risks Related to Operations: Because of the significant decline in the demand for hotel rooms, the Hotel has taken steps to reduce operating costs and improve efficiency, including furloughing a substantial number of its personnel and implementing reduced work weeks for other personnel. Such steps, and further changes we may make in the future to reduce costs, may negatively impact guest loyalty, or our ability to attract and retain associates, and our reputation and market share may suffer as a result. For example, if our furloughed personnel do not return to work with us when the COVID-19 closures and imposed restrictions are lifted, including because they find new jobs during the furlough, we may experience operational challenges that impact guest loyalty and our market share, which could limit our ability to grow revenue and could reduce our profits. Further, reputational damage from, and the financial impact of, reduced work weeks could lead associates to depart the company and could make it harder for us to recruit new associates in the ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 69422_2020.htm (CIK: 69422, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02380", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS.\nRisks Related to our Business\nOur independent auditors have expressed substantial doubt about our ability to continue as a going concern.\nAs of December 31, 2020, we had cash of $21,843 and total liabilities of $1,655,160. During the year ended December 31, 2020, the Company incurred a net loss of $7,666,062 and used cash in operating activities of $314,429, and on December 31, 2020, had a stockholders\u2019 deficit of $2,783,920. We are currently funding our initial operations by way of loans from our Chief Executive Officer and others and through the issuance of common stock in exchange for services. These factors, among others, raise substantial doubt about the Company\u2019s ability to continue as a going concern within one year of the date that the financial statements are issued. The Company\u2019s independent registered public accounting firm, in their report on the Company\u2019s financial statements for the year ending December 31, 2020, expressed substantial doubt about the Company\u2019s ability to continue as a going concern.\nIf we are unable to raise enough capital in this offering or obtain additional financing, we may not be able to fulfill our business plan.\nOn December 31, 2020, we only had $21,843 cash on hand. To date, we have funded our operations by way of cash advances from our Chief Executive Officer, noteholders, stockholders and others on a \u201cas-needed\u201d basis. As such, our operating capital is currently limited to the personal resources of our Chief Executive Officer, noteholders, stockholders and others. If we unsuccessful at achieving a sufficient amount of net proceeds from this offering, we will continue to rely on loans from our Chief Executive Officer, noteholders, stockholders and others although they are under no obligation to loan any money to us. We may also raise capital in the future by relying on loans from third party lending sources. However, we believe it will be difficult to secure capital in the future because we have no assets to secure debt and there is currently no active trading market for our securities. Our inability to obtain financing or generate sufficient cash from operations could require us to reduce or eliminate expenditures for developing products and services, or otherwise curtail or discontinue our operations, which could have a material adverse effect on our business, financial condition and results of operations. Furthermore, to the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of such securities may result in dilution to existing stockholders. If we raise additional funds through the issuance of debt securities, these securities may have rights, preferences and privileges senior to holders of our common stock and the terms of such debt could impose restrictions on our operations.\nBecause our principal executive officer, Nadav Elituv, currently devotes only a limited amount of his time to our operations, our business could fail if he is unable or unwilling to devote a sufficient amount of time to our business.\nThe responsibility of developing our core business, securing the financing necessary to fully execute our business plan and fulfilling the reporting requirements of a public company all fall upon our principal executive officer, Mr. Nadav Elituv. Mr. Elituv presently dedicates approximately 75% of his professional time to Company, or 30 hours per week. In the event Mr. Elituv is unable or unwilling to fulfill any aspect of his duties, we may experience a shortfall or complete lack of revenue resulting in little or no profits and the eventual closure of our business, whereby you may lose your entire investment. The loss of Mr. Elituv would have a material adverse effect on our business.\nWe may fail to attract, train and retain skilled and qualified employees, which could impair our ability to generate revenue, effectively service our clients and execute our growth strategy.\nOur business depends in la", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1494413_2020.htm (CIK: 1494413, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02381", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk.\nInterest Rate Sensitivity\nThe market risk inherent in our financial instruments and in our financial position represents the potential loss arising from adverse changes in interest rates or exchange rates. As of December 31, 2020, we had cash equivalents and marketable securities of $283.6 million, consisting of interest-bearing money market funds, investments in U.S. government securities, commercial paper, and corporate bonds, for which the fair value would be affected by changes in the general level of U.S. interest rates. However, due to the low-risk profile of our cash equivalents and marketable securities, an immediate 10% change in interest rates would not have a material effect on the fair value of our cash equivalents and marketable securities.\nWe do not believe that inflation, interest rate changes or exchange rate fluctuations have had a significant impact on our results of operations for any periods presented herein.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1676725_2020.htm (CIK: 1676725, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02382", "source": "edgar", "source_license": "public_domain", "text": "Item 1A - Risk Factors\nSAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995\nThis Annual Report on Form 10-K and the Company\u2019s 2020 Annual Report to Stockholders, including the President\u2019s letter, contain forward-looking statements about the Company\u2019s business, competition, sales, gross margins, capital expenditures, foreign operations, plans for reorganization, interest rate sensitivity, debt service, liquidity and capital resources, and other operating and capital requirements. In addition, forward-looking statements may be included in future Company documents and in oral statements by Company representatives to security analysts and investors. The Company is subject to risks that could cause actual events to vary materially from such forward-looking statements, including the following risk factors:\nRisks Related to Our Company and Financial Position\nWe operate in a highly competitive environment, which could adversely affect our sales and pricing if we fail to compete effectively in the future.\nWe operate in a highly competitive environment. We compete on the basis of a variety of factors, including product performance, customer service, quality and price. Additionally, the Company\u2019s products for the building trades, such as tape measures and levels, are under constant margin pressure due to a channel shift to large national home and hardware retailers. Certain large customers also offer their own private labels \u201cown brand\u201d that compete with Starrett branded products. There can be no assurance that our products will be able to compete successfully with other companies\u2019 products. Thus, our share of industry sales could be reduced due to aggressive pricing or product strategies pursued by competitors, unanticipated product or manufacturing difficulties, our failure to price our products competitively or our failure to produce our products at a competitive cost. Lack of customer acceptance of price increases we announce from time to time, changes in customer requirements for price discounts, changes in our customers\u2019 behavior or a weak pricing environment could have an adverse impact on our business, results of operations and financial condition. In addition, our results and ability to compete may be impacted negatively by changes in our geographic and product mix of sales.\nEconomic weakness in the industrial manufacturing sector could adversely affect the Company\u2019s financial results.\nThe market for most of the Company\u2019s products is subject to economic conditions affecting the industrial manufacturing sector, including the level of capital spending by industrial companies and the general movement of manufacturing to low cost foreign countries where the Company does not have a substantial market presence. Accordingly, economic weakness in the industrial manufacturing sector may, and in some cases has, resulted in decreased demand for certain of the Company\u2019s products, which adversely affects sales and performance. Economic weakness in the consumer market will also adversely impact the Company\u2019s performance. In the event that demand for any of the Company\u2019s products declines significantly, the Company could be required to recognize certain costs as well as asset impairment charges on long-lived assets related to those products.\nThe novel coronavirus disease (COVID-19) pandemic is expected to have a material adverse effect on our business and results of operations.\nThe COVID-19 pandemic has negatively impacted the global economy, disrupted consumer spending and global supply chains, and created significant volatility and disruption of financial markets. We expect the COVID-19 pandemic to have a material adverse impact on our business and financial performance. The extent of the impact of the COVID-19 pandemic on our business and financial performance, including our ability to execute our near-term and long-term business strategies and initiatives in the expected time frame, will depend on future develop", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 93676_2020.htm (CIK: 93676, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02383", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nThe information required by this item may be found beginning on page of this Annual Report.\nITEM 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1642375_2020.htm (CIK: 1642375, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02384", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A.RISK FACTORS\nInvestment in our common stock involves significant risk. You should carefully consider the information described in the following risk factors, together with the other information appearing elsewhere in this report, before making an investment decision regarding our common stock. If any of the events or circumstances described in these risks actually occur, our business, financial conditions, results of operations, and future growth prospects would likely be materially and adversely affected. In these circumstances, the market price of our common stock could decline, and you may lose all or a part of your investment in our common stock.\nRisks Related to the COVID-19 Pandemic\nA global pandemic may disrupt our business or the business of our customers.\nOn March 11, 2020, the World Health Organization characterized COVID-19 as a global pandemic. We are monitoring the situation closely and our response to the COVID-19 pandemic continues to evolve. Our current principal responsive measures include implementing a mandatory work from home policy when possible, restricting travel, and updating our planning for future events in recognition of the fact that our vendors are likely experiencing similar operating difficulties. We continue to evaluate the impact of the pandemic on required equipment, components, and supplies that we will require. We actively monitor COVID-19-related developments and may take further actions that alter our business operations as may be required by federal, state, or local authorities or that we determine are in the best interests of our personnel, vendors, and stockholders. The effects of these operational modifications will be reflected in current and future reporting periods.\nThe duration and magnitude of the COVID-19 pandemic impact on our business operations and overall financial performance are unknown at this time and will depend on numerous circumstances outside our control or the ability of anyone to predict accurately. The secondary and tertiary unpredictable economic effects on our business and on the worldwide economy could be quite adverse. The probability of reoccurrences of widespread or localized virus outbreaks is high and may continue for many months, likely resulting in further government-ordered lockdowns, stay-home or shelter-in-place orders and social distancing; restrictions on travel; and other extensive measures. Effective treatments for those infected by the virus and a possible preventive vaccine have not been developed and may not be widely accepted if they are developed in the future. We cannot predict the effect of these circumstances on us and our vendors and suppliers; the global economy and political conditions; and the health of our personnel, consultants, and their families; all of which will affect how quickly and to what extent normal economic and operating activities can resume.\nEven after the COVID-19 pandemic has subsided, we may continue to experience an adverse effect on our business as a result of its global economic impact, including any resulting and ongoing recession. All of these circumstances likely exert similar hardships on those with which we deal, such as vendors, shippers and distributors. As a result, we have made adjustments to, and will need to continue to adjust, our business and expenditures in an effort to correlate our activities with business exigencies, including restrictions of executive and employee travel, hiring freezes or delays, and limitations on marketing. The ultimate financial impact and duration of all of the foregoing cannot now be predicted and may well exceed our expectations or our ability to cope with them.\nRisks Related to our Business\nAn overall economic downturn could negatively impact our earnings.\nAny weakening of economic activity in our markets could result in a loss of customers, which could adversely affect our revenues or restrict our future growth. It may become more difficult for customers to pay th", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1404804_2020.htm (CIK: 1404804, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02385", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nThe following discussion and analysis is intended to help you understand our results of operations and financial condition. It is provided as a supplement to, and should be read in conjunction with, our Consolidated Financial Statements and related notes thereto included elsewhere in this Annual Report on Form 10-K.\nA discussion regarding our financial condition and results of operations for Fiscal 2020 compared to Fiscal 2019 is presented under Results of Operations in this Form 10-K. Discussions regarding our financial condition and results of operations for Fiscal 2019 compared to Fiscal 2018 have been omitted from this Annual Report on Form 10-K, but can be found in Part II, Item 7. \"Management's Discussion and Analysis of Financial Condition and Results of Operations\" in our Annual Report on Form 10-K for the fiscal year ended March 30, 2019, filed with the SEC on May 17, 2019, which is available free of charge on the SEC's website at sec.gov and on our website at www.poly.com.\nThis discussion contains forward-looking statements. Please see the sections entitled \"Certain Forward Looking Information\" and \"Risk Factors\" above for discussions of the uncertainties, risks, and assumptions associated with these statements. Our fiscal year-end financial reporting periods end on the Saturday closest to March 31st. Fiscal Years 2020, 2019, and 2018 each had 52 weeks and ended on March 28, 2020, March 30, 2019, and March 31, 2018 respectively.\nOVERVIEW\nPlantronics, Inc. (\u201cPoly,\u201d \u201cCompany,\u201d \u201cwe,\u201d \u201cour,\u201d or \u201cus\u201d) is a leading global communications company that designs, manufactures, and markets integrated communications and collaboration solutions. Poly combines legendary audio expertise and powerful video and conferencing capabilities to overcome the distractions, complexity and distance that make communication in and out of the workplace challenging. Our major product categories are Headsets, which includes wired and wireless communication headsets; Voice, Video, and Content Sharing Solutions, which includes open Session Initiation Protocol (\u201cSIP\u201d) and native ecosystem desktop phones, conference room phones, and video conferencing solutions and peripherals, including cameras, speakers, and microphones. All of our solutions are designed to integrate seamlessly with the platform and services of our customers choice in a wide range of Unified Communications & Collaboration (\"UC&C\"), Unified Communication as a Service (\"UCaaS\"), and Video as a Service (\"VaaS\") environments. Our cloud management and analytics software enables IT administrators to configure and update firmware, monitor device usage, troubleshoot, and gain deep understanding of user behavior. In addition, we have a broad portfolio of Services including video interoperability, support for our solutions and hardware devices, as well as professional, hosted, and managed services that are grounded in our deep expertise aimed at helping customers achieve their goals for collaboration.\nOn July 2, 2018, we completed our Acquisition of all of the issued and outstanding shares of capital stock of Polycom for approximately $2.2 billion in stock and cash. As a result, on that date we also became a leading global provider of open, standards-based Unified Communications & Collaboration (\"UC&C\") endpoints for voice, video, and content sharing, and a comprehensive line of support and services for the workplace under the Polycom brand.\nOur consolidated financial results for Fiscal Year 2019, includes the financial results of Polycom from July 2, 2018 or three quarters compared to full year financial results in Fiscal Year 2020 and therefore the results discussed below are not directly comparable. For more information regarding the Acquisition, refer to Note 4, Acquisition, of the accompanying Notes to Consolidated Financial Statements.\nTotal Net Revenues (in millions)\nCompared to the prior year,", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 914025_2020.htm (CIK: 914025, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02386", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nMANAGEMENT'S ASSESSMENT OF INTERNAL CONTROL OVER FINANCIAL REPORTING\nFederated Hermes, Inc.'s (including its consolidated subsidiaries, Federated Hermes) management is responsible for the preparation, integrity and fair presentation of the consolidated financial statements in this annual report. These consolidated financial statements and notes have been prepared in conformity with U.S. generally accepted accounting principles from accounting records which management believes fairly and accurately reflect Federated Hermes' operations and financial position. The consolidated financial statements include amounts based on management's best estimates and judgments considering currently available information and management's view of current conditions and circumstances.\nManagement is responsible for establishing and maintaining adequate internal control over financial reporting that is designed to provide reasonable assurance of the reliability of financial reporting and the preparation of financial statements in accordance with U.S. generally accepted accounting principles. The system of internal control over financial reporting as it relates to the financial statements is evaluated for effectiveness by management and tested for reliability. Actions are taken to correct potential deficiencies as they are identified. Any system of internal control, no matter how well designed, has inherent limitations, including the possibility that a control can be circumvented or overridden and misstatements due to error or fraud may occur and not be detected. Also, because of changes in conditions, internal control effectiveness may vary over time. Accordingly, even an effective system of internal control will provide only reasonable assurance with respect to financial statement preparation.\nManagement assessed the effectiveness of Federated Hermes' internal control over financial reporting as of December 31, 2020, in relation to criteria for effective internal control over financial reporting as described in Internal Control - Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). The scope of management's assessment of the effectiveness of its disclosure controls and procedures did not include the internal controls over financial reporting at HCL, which was acquired effective March 1, 2020. HCL represented approximately 2% of both Federated Hermes' total and net assets as of December 31, 2020 and approximately 2% of both Federated Hermes' total revenue and net income for the year ended December 31, 2020. This exclusion is consistent with the SEC Staff's guidance that an assessment of a recently acquired business may be omitted from the scope of management's assessment of the effectiveness of disclosure controls and procedures that are also part of internal control over financial reporting in the year of acquisition. Based on this assessment, management concluded that, as of December 31, 2020, Federated Hermes' internal controls over financial reporting were effective. Ernst & Young LLP, independent registered public accounting firm, has audited the consolidated financial statements included in this annual report and has audited the effectiveness of the internal control over financial reporting.\nFederated Hermes, Inc.\n/s/ J. Christopher Donahue /s/ Thomas R. Donahue\nJ. Christopher DonahueThomas R. Donahue\nPresident and Chief Executive Officer Chief Financial Officer\nFebruary 26, 2021\nReport of Independent Registered Public Accounting Firm\nTo the Shareholders and the Board of Directors of Federated Hermes, Inc.\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheets of Federated Hermes, Inc. (the Company) as of December 31, 2020 and 2019, the related consolidated statements of income, comprehensive income, changes in equity and cash flows for each of the three years in the period ended Dece", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1056288_2020.htm (CIK: 1056288, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02387", "source": "edgar", "source_license": "public_domain", "text": "Item 1A: Risk Factors\nFactors Affecting Future Results\nThis Annual Report on Form 10-K, including the discussion in this section, contains forward-looking statements that involve risks and uncertainties. Any statements herein that are not statements of historical fact may be forward-looking statements. When we use the words \"anticipate,\" \"estimate,\" \"plans,\" \"projects,\" \"continuing,\" \"ongoing,\" \"expects,\" \"management believes,\" \"we believe,\" \"we intend,\" \"should,\" \"could,\" \"may,\" \"will,\" and similar words or phrases, we are identifying forward-looking statements. Such forward-looking statements include, but are not limited to, statements regarding:\nstatements with respect to management's strategy and planned initiatives, including anticipated growth;\nmanagement's belief that it will have adequate resources to fund the Company's operations and capital expenditures for the year ending December 31, 2021 and through at least the end of the first quarter of 2022;\nfuture capital expenditures and spending on research and development;\nexpected funding of future cash expenditures;\nour expectations with respect to pending legal proceedings;\nstatements regarding the expected operations of EcoChain and the impact on our business, operating results, and financial condition as a result thereof;\nour expectations regarding increases in certain selling, general and administrative expenses;\nthe expected timing of the completion of EcoChain's second cryptocurrency mining facility;\nstatements regarding potential acquisitions;\nour expected use of proceeds from our anticipated common stock offering and the expected net proceeds therefrom;\nour expectations regarding the renewal of our contract with the U.S. Air Force that is set to expire on June 30, 2021;\nthe expected impact of pending accounting updates; and\nthe expected impact of our investments in Soluna.\nForward-looking statements involve risks, uncertainties, estimates, and assumptions that may cause our actual results, performance, or achievements to be materially different from those expressed or implied by forward-looking statements. Important factors that could cause these differences include the following:\nsales revenue growth may not be achieved or maintained;\nthe dependence of our business on a small number of customers and potential loss of government contracts - particularly in light of potential cuts that may be imposed as a result of U.S. government budget appropriations;\nour lack of long-term purchase commitments from our customers and the ability of our customers to cancel, reduce, or delay orders for our products;\nour inability to build and maintain relationships with our customers;\nour inability to develop and utilize new products and technologies that address the needs of our customers;\nour inability to retain existing or obtain new credit facilities;\nthe cyclical nature of the electronics and military industries;\nthe uncertainty of the U.S. and global economy;\nthe impact of future exchange rate fluctuations;\nfailure of our strategic alliances to achieve their objectives or perform as contemplated and the risk of cancellation or early termination of such alliance by either party;\nthe loss of services of one or more of our key employees or the inability to hire, train, and retain key personnel;\nrisks related to protection and infringement of intellectual property;\nour occasional dependence on sole suppliers or a limited group of suppliers;\nour ability to generate income to realize the tax benefit of our historical net operating losses;\nrisks related to the limitation of the use, for tax purposes, of our net historical operating losses in the event of certain ownership changes;\nEcoChain's development efforts with respect to its current cryptocurrency mining facility may not lead to construction of additional operational cryptocurrency mines;\neven if EcoChain's development of an operational cryptocurrency mine is successful, it still may not achieve profitability in our expected t", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: tax benefit, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02388", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11.EXECUTIVE COMPENSATION\nThe information required in response to this Item 11 will be set forth in our definitive proxy statement for the 2021 annual meeting of stockholders and is incorporated herein by reference.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1693256_2020.htm (CIK: 1693256, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02389", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data.\nMANAGEMENT\u2019S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING\nFreeport-McMoRan Inc.\u2019s (the Company\u2019s) management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the Company\u2019s principal executive and principal financial officers and effected by the Company\u2019s Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:\n\u2022Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the Company\u2019s assets;\n\u2022Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and\n\u2022Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company\u2019s assets that could have a material effect on the financial statements.\nBecause of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.\nOur management, including our principal executive officer and principal financial officer, assessed the effectiveness of our internal control over financial reporting as of the end of the fiscal year covered by this annual report on Form 10-K. In making this assessment, our management used the criteria set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). Based on its assessment, management concluded that, as of December 31, 2020, our Company\u2019s internal control over financial reporting is effective based on the COSO criteria.\nErnst & Young LLP, an independent registered public accounting firm, who audited the Company\u2019s consolidated financial statements included in this Form 10-K, has issued an attestation report on the Company\u2019s internal control over financial reporting, which is included herein.\n/s/ Richard C. Adkerson /s/ Kathleen L. Quirk\nRichard C. Adkerson Kathleen L. Quirk\nChairman of the Board and President and Chief Financial Officer\nChief Executive Officer\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nTo the Board of Directors and Stockholders of\nFreeport-McMoRan Inc.\nOpinion on Internal Control over Financial Reporting\nWe have audited Freeport-McMoRan Inc.\u2019s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Freeport-McMoRan Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on the COSO criteria.\nWe also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of Freeport-McMoRan Inc. as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive income (loss), equity and cash flows for each", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 831259_2020.htm (CIK: 831259, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02390", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nThe financial statements and notes thereto, including the Reports of Independent Registered Certified Public Accountants, for Saddlebrook Resorts, Inc. and for Saddlebrook Rental Pool Operation are set forth beginning on page 17 of this Report.\nItem 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 313151_2020.htm (CIK: 313151, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02391", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nFinancial statements and supplementary data required by this are included herein as a separate section of this Form 10-K, beginning on page, and are incorporated in this Item 8 by reference.\nITEM 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 840715_2020.htm (CIK: 840715, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02392", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nOur business, financial condition, operating results and cash flows can be impacted by the factors set forth below, any one of which could cause our actual results to vary materially from recent results or from our anticipated future results.\nRisks Related to our Business\nWe may be affected by global economic, capital market and political conditions in general, and conditions in the construction and infrastructure industries in particular.\nOur business, financial condition, operating results and cash flows may be adversely affected by changes in global economic conditions and geopolitical risks, including global credit market conditions, levels of consumer and business confidence, commodity prices, raw material and energy costs, foreign currency exchange rates, interest rates, labor costs, levels of government spending and deficits, trade policies, tariffs and trade barriers, political conditions, regulatory changes, fluctuations in residential and commercial construction activity, pandemic health issues (see discussion of COVID-19 below), natural disasters, actual or anticipated default on sovereign debt, changes as a result of the new U.S. Administration and other challenges that could affect the global economy. These economic and political conditions affect businesses such as ours in a number of ways. In particular, a slowdown in building and remodeling activity or decreased public spending on infrastructure projects could adversely affect our financial performance.\nOur business may be further impacted by the COVID-19 pandemic.\nDuring 2020, COVID-19 spread throughout the world, resulting in widespread travel restrictions and extended shutdowns, occupancy limits or other restrictions of non-essential businesses, including construction and hospitality venues, impacting to various extents our factory operations, new equipment installations and access to units under maintenance. The ultimate impact of the COVID-19 pandemic on our business is uncertain at this time and will depend on future developments, including the availability, efficacy and distribution of various vaccines, but further prolonged closures or restrictions throughout the world or the further rollback of reopening measures due to the resurgence of COVID-19 cases and continued decreases in the general level of economic activity may further disrupt our operations and the operations of our suppliers, distributors and customers. Additionally, further tightening of credit in the capital markets could adversely affect our ability to access the capital markets or could result in a significant increase in our borrowing costs. COVID-19 has adversely affected and could further affect the ability of our customers to pay for our products and services and to obtain financing for significant purchases and operations, which has resulted in, and could further result in, a decrease and/or cancellation of orders for our products and services and/or payment delays or defaults. Similarly, COVID-19 has adversely affected and may further affect our supply base and increase the potential for one or more of our suppliers to experience financial distress or bankruptcy, which could impact our ability to fulfill orders on time or at anticipated cost. Additionally, it is unclear what longer term effects the virus will have on the global economy, including the commercial building industry. Any of these factors could have a material adverse effect on our business, results of operations, cash flows and financial condition.\nOur international operations subject us to risk as our results of operations may be adversely affected by changes in local and regional economic conditions, such as fluctuations in exchange rates, risks associated with government policies on international trade and investments, and risks associated with China and other emerging markets.\nWe conduct our business on a global basis, with approximately 73 percent of our 2020 net sales derived from internati", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1781335_2020.htm (CIK: 1781335, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02393", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nAny of the following risk factors could cause our actual results to differ materially from historical or anticipated results. These risks and uncertainties are not the only ones we face. There may be additional risks that we currently consider not to be material or of which we are not currently aware, and any of these risks could cause our actual results to differ materially from historical or anticipated results.\nYou should carefully consider these risks along with the other information included in this document, including the matters addressed above under \"Cautionary Note Regarding Forward-Looking Statements and Summary of Risk Factors\" before investing in any of our securities. We may amend, supplement or add to the risk factors described below from time to time in future reports filed with the SEC.\nA summary of our risk factors is included above under the heading \"Cautionary Note Regarding Forward-Looking Statements and Summary of Risk Factors.\"\nWe have categorized our risk factors into the following areas:\n\u2022Risks Relating to our Run-off Business\n\u2022Risks Relating to Liquidity and Capital Resources\n\u2022Risks Relating to our Investments\n\u2022Risks Relating to Laws and Regulations\n\u2022Risks Relating to our Operations\n\u2022Risks Relating to Taxation\n\u2022Risks Relating to Ownership of our Shares\nRisks Relating to our Run-off Business\nInadequate loss reserves could reduce our net earnings and capital surplus, which could have a materially adverse impact on our results of operations and financial condition.\nOur success is dependent upon our ability to assess accurately the risks associated with the business that we have acquired or will acquire in the future. We are required to maintain a best estimate of reserves to cover the estimated ultimate liability for losses and LAE for both reported and unreported incurred claims. As of December 31, 2020, gross reserves for losses and LAE reported on our balance sheet were $10.6 billion. The process of establishing these reserves includes a significant level of judgment. As a result, these reserves are only estimates of what we expect the settlement and administration of claims will cost based on facts and circumstances known to us, as well as actuarial methodologies, historical industry loss ratio experience, loss development patterns, estimates of future trends and developments and other variable factors such as inflation. We cannot be certain that ultimate losses will not exceed our estimates of losses and LAE because of the uncertainties and inherent judgements that surround the estimation process (which are discussed in \"Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Estimates - Losses and Loss Adjustment Expenses\"). As a result, actual losses and LAE paid will deviate, perhaps substantially, from the reserve estimates reflected in our financial statements due to legal, judicial, social, technological or other factors, including changes in loss inflation. If our reserves are insufficient to cover our actual losses and LAE, we would have to augment our reserves and incur a charge to our earnings. These charges could be material and would reduce our net earnings and capital and surplus.\nIn our Non-life Run-off business, loss reserves include asbestos and environmental (\"A&E\") liabilities and liabilities associated with personal injury A&E claims from acquired companies with legacy manufacturing businesses. Ultimate values for A&E claims cannot be estimated using traditional reserving techniques, and there are significant uncertainties in estimating losses for these claims. Factors contributing to the uncertainty include long waiting periods, reporting delays and difficulties identifying contamination sources and allocating damage liability. Developed case law and adequate claim history do not always exist for A&E claims, and changes in the legal and tort environment affect the development of such claims. To furth", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1363829_2020.htm (CIK: 1363829, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02394", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nThe financial statements included in this annual report under this item are set forth beginning on Page of this Annual Report, immediately following the signature pages.\nITEM 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1506439_2020.htm (CIK: 1506439, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02395", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nINDEX TO CONSOLIDATED FINANCIAL STATEMENTS\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nTo the Stockholders and the Board of Directors of Arista Networks, Inc.\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheets of Arista Networks, Inc. (the Company) as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive income, stockholders\u2019 equity and cash flows for each of the three years in the period ended December 31, 2020, and the related notes (collectively referred to as the \u201cconsolidated financial statements\u201d). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with U.S. generally accepted accounting principles.\nWe also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 18, 2021 expressed an unqualified opinion thereon.\nBasis for Opinion\nThese financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\nCritical Audit Matter\nThe critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.\nInventory Valuation & Contract Manufacturer/Supplier Liabilities\nDescription of the Matter\nAs discussed in Note 1 of the consolidated financial statements, the Company\u2019s inventories are stated at the lower of cost (computed using the first-in, first-out method) and net realizable value. The Company\u2019s inventory balance totaled $480 million on December 31, 2020. The Company records a provision when inventory is determined to be in excess of anticipated demand, or obsolete, to ad", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1596532_2020.htm (CIK: 1596532, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02396", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\nFINANCIAL HIGHLIGHTS\n1The common dividend payout ratio is equal to common dividends paid divided by net earnings applicable to common shareholders.\n2 This ratio is the common dividends paid plus share repurchases for the year, divided by net earnings applicable to common shareholders.\nZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 109380_2020.htm (CIK: 109380, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02397", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS\nOur future income, cash flows, and estimated fair values of our financial instruments depend in part upon prevailing market interest rates. Market risk is the exposure to loss resulting from changes in interest rates, foreign currency, exchange rates, commodity prices, and equity prices. Our potential for exposure to market risk includes interest rate fluctuations in connection with borrowings under our $500 Million Unsecured 2018 Line of Credit, our Amended and Restated $300 Million Unsecured 2011 Term Loan, and the $250 Million Unsecured 2018 Term Loan. As a result, we believe the primary market risk to which we are exposed is interest rate risk. Many factors, including governmental monetary and tax policies, domestic and international economic and political considerations, and other factors that are beyond our control contribute to interest rate risk, including changes in the method pursuant to which the LIBOR rates are determined and the phasing out of LIBOR after 2021 (see Item 1A. Risk Factors for further discussion of the risks associated with LIBOR). Piedmont has begun an initial evaluation of its contracts and agreements which reference LIBOR and determined that each of these agreements already contain \"fallback\" language allowing for the substitution of a comparable or successor rate as approved by the respective agent, as defined in the respective agreements. Piedmont will continue to evaluate its contracts as it approaches the December 31, 2021 potential end date for LIBOR.\nOur interest rate risk management objectives are to limit the impact of interest rate changes on earnings and cash flow primarily through a low-to-moderate level of overall borrowings, as well as managing the variability in rate fluctuations on our outstanding debt. As such, all of our debt as of December 31, 2020, other than the $500 Million Unsecured 2018 Line of Credit, the Amended and Restated $300 Million Unsecured 2011 Term Loan, and $150 million of our $250 Million Unsecured 2018 Term Loan, is currently based on fixed or effectively-fixed interest rates to hedge against volatility in the credit markets. We do not enter into derivative or interest rate transactions for speculative purposes, as such all of our debt and derivative instruments were entered into for other than trading purposes.\nOur financial instruments consist of both fixed and variable-rate debt. As of December 31, 2020, our consolidated principal outstanding for aggregate debt maturities consisted of the following (in thousands):\n(1)See Note 4 to our accompanying consolidated financial statements for further details on our debt structure.\n(2)Includes the balance of our $500 Million Unsecured 2018 Line of Credit. However, we may extend the term for up to one additional year (through two available six month extensions to a final extended maturity date of September 29, 2023) provided we are not then in default and upon payment of extension fees.\n(3)Includes the $250 Million Unsecured 2018 Term Loan. The facility has a stated variable rate; however, Piedmont has entered into interest rate swap agreements which effectively fix, exclusive of changes to Piedmont's credit rating, $100 million of the principal balance to 3.56% through the maturity date of the loan leaving the remaining $150 million principal at the variable rate.\nAs of December 31, 2019, our consolidated principal outstanding for aggregate debt maturities consisted of the following (in thousands):\n(1)See Note 4 to our accompanying consolidated financial statements for further details on our debt structure.\n(2)Includes the Amended and Restated $300 Million Unsecured 2011 Term Loan which has a stated variable rate; however, we have entered into interest rate swap agreements which effectively fix, exclusive of changes to our credit rating, the rate on this facility to 3.20% through January 15, 2020.\n(3)Piedmont had no balance outstanding on its variab", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1042776_2020.htm (CIK: 1042776, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02398", "source": "edgar", "source_license": "public_domain", "text": "Item 11.\nExecutive Compensation\nNone of our officers has received any cash compensation from us for services rendered to us. In no event will our existing officers or directors be paid any finder\u2019s fee, reimbursement, consulting fee, monies in respect of any payment of a loan or other compensation by the company prior to, or in connection with any services rendered for any services they render in order to effectuate, the completion of our initial business combination (regardless of the type of transaction that it is). However, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. We do not have a policy that prohibits our Sponsor, officers or directors, or any of their respective affiliates, from negotiating for the reimbursement of out-of-pocket expenses by a target business. Our audit committee reviews, on a quarterly basis, all payments that were made to our Sponsor, officers or directors, or our or their affiliates. Any such payments prior to an initial business combination are made using funds held outside the trust account. Other than quarterly audit committee review of such payments, we do not have any additional controls in place governing our reimbursement payments to our directors and officers for their out-of-pocket expenses incurred in connection with identifying and consummating an initial business combination.\nAfter the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. These fees will be disclosed to stockholders in accordance with applicable rules and regulations, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our stockholders in connection with a proposed initial business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed initial business combination, because the directors of the post-combination business will be responsible for determining officer and director compensation. Any compensation to be paid to our officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors.\nWe do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management team\u2019s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1824846_2020.htm (CIK: 1824846, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02399", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation.\nThe information required by this item will be included in our Proxy Statement for our 2021 Annual Meeting of Stockholders and is incorporated herein by reference.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1661920_2020.htm (CIK: 1661920, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02400", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nCertain statements in this report are forward-looking statements that are subject to certain risks and uncertainties. We undertake no duty to update any such forward-looking statements to conform to actual results or changes in our expectations. Our business is dependent upon two large automotive customers and specific makes and models of automobiles. Our results will be subject to many of the same risks that apply to the automotive, appliance, commercial vehicle, computer and communications industries, such as general economic conditions, interest rate fluctuations, consumer spending patterns and technological changes. Other factors which may result in materially different results for future periods include the following risk factors. Additional risks and uncertainties not presently known or that our management currently believe to be insignificant may also adversely affect our financial condition or results of operations. These risk factors should be considered in connection with evaluating the forward-looking statements contained in this report because these factors could cause our actual results and condition to differ materially from those projected in forward-looking statements. The forward-looking statements in this report are subject to the safe harbor protection provided under the securities laws and are made as of the date of this report.\nThe effects of a pandemic or widespread outbreak of an illness, such as the COVID-19 pandemic, has had and could continue to have a material adverse impact on our business, results of operations and financial condition.\nThe recent outbreak of COVID-19, which has been declared by the World Health Organization to be a pandemic, has spread across the globe and is impacting worldwide economic activity. A pandemic, including COVID-19, or other public widespread outbreak of an illness, poses the risk that we, our employees, our suppliers, our customers and others may be restricted or prevented from conducting business activities for indefinite or intermittent periods of time, including as a result of employee health and safety concerns, shutdowns, shelter in place orders, travel restrictions and other actions and restrictions that may be requested or mandated by governmental authorities.\nWhile we have implemented measures to mitigate the impact of the COVID-19 pandemic, we expect our fiscal 2021 results of operations to be adversely affected by the COVID-19 pandemic. The extent of the impact on our business will depend on a number of evolving factors, including the duration and spread of the pandemic, as well as the possibility of the pandemic re-occurring, actions taken by governmental authorities to restrict certain business operations and social activity and impose travel restrictions, the impact of the pandemic on economic activity and whether recessionary conditions will persist, consumer demand, the ability of our supply chain to deliver in a timely and cost-effective manner, the ability of our employees and manufacturing facilities to operate efficiently and effectively, the continued viability and financial stability of our customers and suppliers and future access to capital, all of which remain uncertain. As a result, the magnitude and duration of the impact on our business, results of operations and financial condition cannot be determined at this time.\nWe derive a substantial portion of our revenues from customers in the automotive, commercial vehicle, appliance, computer and communications industries and are susceptible to trends and factors affecting those industries, including the COVID-19 pandemic.\nOur components are found in the primary end-markets of the automotive, commercial vehicle, communications (including information processing and storage, networking equipment, wireless and terrestrial voice/data systems), aerospace, rail and other transportation industries, appliances, consumer and industrial equipment markets, and medical device markets. Fa", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 65270_2020.htm (CIK: 65270, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02401", "source": "edgar", "source_license": "public_domain", "text": "Item 6. SELECTED FINANCIAL DATA.\nThe following data should be read in conjunction with the Consolidated Financial Statements, related Notes and other financial information contained in this Form 10-K. We adopted new revenue guidance, ASC 606, effective January 1, 2018 using the modified retrospective method. As such, revenue and other related accounts are presented in accordance with ASC 606 for the years ended December 31, 2020, 2019 and 2018, and in accordance with ASC 605 for all prior periods presented. Additionally, effective January 1, 2019, we adopted ASU 2016-02, \"Leases (Topic 842)\" or (\"ASC 842\"), which outlines a comprehensive change to the lease accounting model and supersedes prior lease guidance.\n(a)In 2020, 2019, 2018, 2017, and 2016, our revenues included $21.6 million, $19.8 million, $26.3 million, $162.9 million, and $309.7 million of non-current patent royalties, respectively.\n(b)In 2020, our tax benefit includes discrete benefits of $20.9 million, which primarily relates to the expected amendment of a prior year tax return to utilize a tax asset generated in the current year, as well as the reversal of a tax reserve. In 2018, our income tax benefit includes an $18.0 million tax benefit due to our income qualifying as foreign derived intangible income (\"FDII\"), as well as a $14.7 million benefit as a result of anticipated filings of amended tax returns in connection with the Korea Competent Authority Proceeding defined and discussed below. In 2017, our income tax provision was impacted by the U.S. Tax Cuts and Jobs Act (the \u201cTCJA\u201d). In 2016, our income tax provision included the impact of a $23.6 million net tax benefit primarily related to domestic activity production deductions for prior years.\n(c)In September 2017, we announced that our Board of Directors had approved an increase in the Company\u2019s quarterly cash dividend to $0.35 per share. In September 2016, we announced that our Board of Directors had approved an increase in the Company\u2019s quarterly cash dividend to $0.30 per share.\n(d)Includes restricted cash which is included within \"Prepaid and other current assets\" or \"Other non-current assets\" in the consolidated balance sheets.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax provision, tax benefit. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02402", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nThe following discussion of Velodyne\u2019s results of operations and financial condition should be read in conjunction with the information set forth in Velodyne\u2019s financial statements and the notes thereto included elsewhere in this Annual Report on Form 10-K. This discussion contains forward-looking statements based upon our current expectations, estimates and projections that involve risks and uncertainties. Actual results could differ materially from those anticipated in these forward-looking statements due to, among other considerations, the matters discussed under \u201cCautionary Note Regarding Forward-Looking Statements\u201d and Item 1A: \u201cRisk Factors.\u201d\nOverview\nVelodyne, the first pure-play lidar company, is a global leader in lidar technology providing real-time 3D vision for autonomous systems. Our lidar solutions are advancing the development of safe automated systems throughout the world, thereby empowering the autonomous revolution by allowing machines to see their surroundings. Our lidar-based smart vision solutions are also deployed in many non-automotive applications, including autonomous mobile robots, UAV/drones, last-mile delivery, precision agriculture, advanced security systems, and smart city initiatives.\nWe also license our technology and provide development services to customers and business partners. Of the more than 300 customers that purchased smart vision solutions from us and our distributors in the last two fiscal years, approximately 200 are using our smart vision solutions for the non-automotive applications. In 2020, we generated approximately 40% of our revenue from sales to customers deploying our smart vision solutions in non-automotive applications. In addition, we are transitioning from field programmable gate arrays to ASICs in order to further improve performance of our products, lower costs and reduce reliance on any key suppliers.\nImpact of COVID-19\nThe extensive impact of the pandemic caused by the novel coronavirus (\u201cCOVID-19\u201d) has resulted and will likely continue to result in significant disruptions to the global economy, as well as businesses and capital markets around the world. In an effort to halt the outbreak of COVID-19, a number of countries, states, counties and other jurisdictions have imposed, and may impose in the future, various measures, including but not limited to, voluntary and mandatory quarantines, stay-at-home orders, travel restrictions, limitations on gatherings of people, reduced operations and extended closures of businesses.\nThe timing of customer orders and our ability to fulfill orders we received was impacted by various COVID-19 related government mandates across our worldwide operations. We believe that this reduction in units sold was exacerbated by COVID-19.We have also witnessed certain current and prospective customers delaying purchases based on budget constraints or project delays related to COVID-19. While the broader and long-term implications of the COVID-19 pandemic on our workforce, operations and supply chain, customer demand, results of operations and overall financial performance remain uncertain, we continued to experience disruptions to our business due to the COVID-19 pandemic during the fourth quarter of 2020.\nThe impact of COVID-19 and measures to prevent its spread have been impactful and continue to affect our business in several ways.\n\u2022Our workforce. Employee health and safety is our priority. In response to COVID-19, we established new protocols to help protect the health and safety of our workforce. The actions include a no-touch temperature scan upon entering our premises and a policy requiring the use of face masks in our facilities. On the production floor of our San Jose, California manufacturing facility, we installed station barriers made of acrylic to separate and protect our workforce. We implemented global travel restrictions and work-from-h", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1745317_2020.htm (CIK: 1745317, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02403", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation.\nThe information set forth under the captions \u201cCompensation Discussion and Analysis,\u201d \u201cExecutive Compensation Tables and Accompanying Narrative,\u201d \u201cCompensation Discussion and Analysis-Compensation Committee Report\u201d and \u201cDirector Compensation in Fiscal Year 2020\u201d in Schlumberger\u2019s 2021 Proxy Statement is incorporated herein by reference.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 87347_2020.htm (CIK: 87347, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02404", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7.MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nMD&A discusses our results of operations for Fiscal 2020 and Fiscal 2019, and our financial condition. For discussion of our results of operations and cash flows for Fiscal 2019 compared with Fiscal 2018, refer to \u201cItem 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d in our Fiscal 2019 Annual Report on Form 10-K, filed with the SEC on November 26, 2019. MD&A should be read in conjunction with Items 1 and 2, \u201cBusiness and Properties,\u201d Item 1A, \u201cRisk Factors,\u201d and the Consolidated Financial Statements in Item 8 below including \u201cSegment Information\u201d included in Note 23 to Consolidated Financial Statements.\nBecause most of our businesses sell or distribute energy products used in large part for heating purposes, our results are significantly influenced by temperatures in our service territories, particularly during the heating-season months of October through March. Accordingly, our results of operations, after adjusting for the effects of gains and losses on derivative instruments not associated with current-period transactions as further discussed below, are significantly higher in our first and second fiscal quarters.\nExecutive Overview\nRecent Developments\nIn March 2020, the WHO declared a global pandemic attributable to the outbreak and continued spread of COVID-19 that has had a significant impact throughout the global economy. In connection with the mitigation and containment procedures recommended by the WHO, the CDC, and as imposed by federal, state, and local governmental authorities, including shelter-in-place orders, quarantines and similar restrictions, we implemented a variety of procedures to protect our employees, third-party business partners, and customers worldwide. Although our results for Fiscal 2020 have been negatively impacted by COVID-19, we continue to provide essential products and services to our global customers in a safe and reliable manner and will continue to do so in compliance with mandated restrictions presented by each of the markets we serve. We continue to evaluate and react to the continued effects of a prolonged disruption including the impact on our results of operations. These items may include, but are not limited to: the financial condition of our customers; decreased availability and demand for our products and services; realization of accounts receivable; impairment considerations related to certain current assets, long-lived assets and goodwill; delays related to current and future projects; and the effects of government stimulus efforts including tax legislation in response to COVID-19. We have also remained focused on managing our financial condition and liquidity throughout this global crisis.\nIn March 2020, the CARES Act was enacted in response to the COVID-19 pandemic. Among other things, the CARES Act includes provisions which modify the NOL limitation and carryback rules including a five-year carryback for NOLs and the temporary removal of the 80 percent limitation on NOL utilization for taxable years beginning before January 1, 2021. For additional information related to the CARES Act and the related impact on our results of operations for Fiscal 2020, see \u201cInterest Expense and Income Taxes\u201d below and Note 7 to Consolidated Financial Statements.\nWhile our operations and financial performance have been significantly impacted by COVID-19 in Fiscal 2020, we cannot predict the duration or total magnitude of the pandemic and the future effects on our business, financial position, results of operations, liquidity or cash flows at this time.\nStrategic Initiatives\nBusiness Transformation Initiatives\nCorporate Services. Beginning in Fiscal 2020, we initiated a transformation project focused on our support functions including: finance, procurement, human resources, and information technology. This initiative will standardize processes and activities acros", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02405", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation.\nThe executive compensation information required by this item is incorporated herein by reference to the information contained in the Company\u2019s 2021 Proxy Statement under the captions \u201cCOMPENSATION OF EXECUTIVE OFFICERS\u201d, \u201cEQUITY INCENTIVE PLAN INFORMATION\u201d, \u201cDIRECTOR COMPENSATION\u201d, and \u201cCOMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION\u201d.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 767405_2020.htm (CIK: 767405, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02406", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nSummary of Risk Factors\nOur business is subject to a number of risks and uncertainties. The following is a summary of the principal risk factors described in this section:\n\u2022Health epidemics, including the COVID-19 pandemic, could have a material adverse effect on our business, results of operations, and on our ability to maintain effective internal controls\n\u2022Customers may be hesitant to migrate or integrate their critical business systems and procedures to those provided by us, and as a result, the market and the sales cycle for our technology and services may develop slower than expected\n\u2022We compete in the highly competitive animal-health market\n\u2022Changes in manufacturer sales channels and the increase in e-commerce options for companion animal products could negatively impact our market share, margins, and distribution of our products\n\u2022Our dependency on third parties for the manufacture and supply of substantially all of our products could impact our business and results of operations\n\u2022Price sensitivity of our Customers and Animal Owners could have a material adverse effect on our business, financial condition, results of operations and cash flows\n\u2022Any defects, disruptions or poor service in our technology product offerings could result in loss of our Customers and create difficulty in attracting new customers\n\u2022Interruptions, damage by unforeseen events, cyberattacks and failure in our information systems (or third-party systems we rely on) or unauthorized access to a Customer\u2019s or their Client\u2019s data may cause significant liabilities and curtail or stop use of our products or services\n\u2022Legislative and regulatory burdens imposed on our storage, processing and usage of Customer and Animal Owners information may expose us to liability and potential objections, and our failure to adequately protect or appropriately use data could negatively affect our business and results of operations\n\u2022Risks associated with our significant operations in foreign jurisdictions could negatively affect our business, financial condition, results of operations and cash flows\n\u2022International sales are important for future growth of our business, and our recent and continuing international expansion efforts subject us to additional risks\n\u2022We are subject to substantial regulation in our business and operations and failure to comply with, or material changes to such regulations, could have a material adverse effect on our business and results of operations\nProspective investors should carefully consider the risks described in this section, together with all of the other information in this Annual Report on Form 10-K. These risks may not be the only risks we face but are risks we believe may be material at this time. Additional risks and uncertainties that we do not yet know of, or that we currently think are immaterial, may also impair our business operations or financial results. If any of the events or circumstances described in this section occur, our business, financial condition or results of operations, and the trading price of our securities, could decline. Investors and prospective investors should consider these risks, the information contained under the heading Forward-Looking Statements and the risks described in this Annual Report on Form 10-K before deciding whether to invest in our securities. We may update these risk factors in our future periodic reports.\nRisks Relating to Our Business\nWe face risk related to health epidemics, including the COVID-19 pandemic, which could have a material adverse effect on our business and results of operations, and could also have an effect on our ability to maintain effective internal controls.\nOur business has been and could continue to be adversely affected by a widespread outbreak of contagious disease, including the recent pandemic of respiratory illness caused by a novel coronavirus known as COVID-19. Global health concerns relating to the COVID-19 pandemic have been weighing on ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1752836_2020.htm (CIK: 1752836, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02407", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nThe Company\u2019s exposures relative to market risk are due to foreign exchange risk and interest rate risk.\nForeign Exchange Risk\nSee the section above entitled Foreign Exchange for a discussion of how foreign currency affects our business. It is our policy to minimize, for a period of time, the unforeseen impact on our financial results of fluctuations in foreign exchange rates by using derivative financial instruments known as forward contracts to hedge anticipated cash flows from forecasted foreign currency denominated sales and costs. We do not use the financial instruments for speculative or trading activities.\nWe estimate the change in the fair value of all forward contracts assuming both a 10% strengthening and weakening of the U.S. dollar relative to all other major currencies. In the event of a 10% strengthening of the U.S. dollar, the change in fair value of all forward contracts would result in a $13.8 million increase in the fair value of the forward contracts, whereas a 10% weakening of the U.S. dollar would result in a $15.6 million decrease in the fair value of the forward contracts.\nInterest Rate Risk\nOur exposure to changes in interest rates is associated with borrowings under our Credit Facilities, all of which is variable rate debt. Total outstanding debt under our Credit Facilities for the fiscal year ended March 28, 2020 was $383.8 million with an interest rate of 2.9% based on prevailing LIBOR rates. An increase of 100 basis points in LIBOR rates would result in additional annual interest expense of $1.0 million. On August 21, 2018, we entered into two interest rate swap agreements to effectively convert $241.9 million of borrowings under our Credit Facilities from a variable rate to a fixed rate. These interest rate swaps are intended to mitigate the exposure to fluctuations in interest rates and qualify for hedge accounting treatment as cash flow hedges.\nReport of Independent Registered Public Accounting Firm\nTo the Stockholders and Board of Directors of Haemonetics Corporation\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheets of Haemonetics Corporation and subsidiaries (the Company) as of March 28, 2020 and March 30, 2019, the related consolidated statements of income, comprehensive income, stockholders' equity and cash flows for each of the three years in the period ended March 28, 2020, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the \u201cconsolidated financial statements\u201d). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at March 28, 2020 and March 30, 2019, and the results of its operations and its cash flows for each of the three years in the period ended March 28, 2020, in conformity with U.S. generally accepted accounting principles.\nWe also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of March 28, 2020, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated May 20, 2020 expressed an unqualified opinion thereon.\nAdoption of New Accounting Standards\nAs discussed in Note 2 to the consolidated financial statements, the Company changed its method of accounting for leases effective March 31, 2019 due to adoption of Accounting Standards Update (ASU) No. 2016-02, Leases (Topic 842), and the related amendments. As discussed in Note 2 to the consolidated financial statements, the Company changed its method of accounting for revenue effective April 1, 2018 due to the adoption of ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), and the related amendments.\nBasis ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 313143_2020.htm (CIK: 313143, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02408", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6 - SELECTED FINANCIAL DATA\n- 44 -\n(1)Efficiency ratio is calculated as non-interest expenses divided by the sum of net interest income and non-interest income.\n(2)Nonperforming loans consist of non-accrual loans and restructured loans.\n(3)Allowance for loan losses to period-end loans ratio excludes loans held for sale.\n(4)Fully taxable equivalent basis.\n(5)Tangible book value per share (a non-GAAP financial measure) is equal to total shareholders\u2019 equity less goodwill, preferred stock and core deposit intangibles, divided by the number of outstanding shares of our common stock at the end of the relevant period. Please refer to the table below for a reconciliation of this non-GAAP financial measure.\nUse of Non-GAAP Financial Measures\nTangible book value per share is a non-GAAP financial measure generally used by financial analysts, investment bankers, and other investors to evaluate financial institutions. For tangible book value per share, the most directly comparable financial measure calculated in accordance with GAAP is the Registrant\u2019s book value per common share. A reconciliation of tangible book value per share to book value per share is included below. The Registrant believes that this measure is important to many investors in the marketplace who are interested in changes from period to period in book value per common share exclusive of changes in intangible assets. Goodwill and other intangible assets have the effect of increasing total book value while not increasing the Company\u2019s tangible book value.\nAny non-GAAP financial measures presented in this Report should not be considered in isolation or as a substitute for the most directly comparable or other financial measures calculated in accordance with GAAP. Moreover, the manner in which the Registrant calculates a non-GAAP financial measure may differ from that of other companies reporting measures with similar names. You should understand how such other banking organizations calculate their financial measures similar or with names similar to the non-GAAP financial measures that the Registrant has discussed or disclosed in this Report when comparing such non-GAAP financial measures.\n- 45 -\nReconciliation of GAAP to Non-GAAP Measures\n($ in thousands, except share and per share data)\n(Unaudited)\n(1)Excludes the dilutive effect of common stock issuable upon exercise of outstanding stock options. The number of exercisable options outstanding was 162,567 as of December 31, 2020; 121,660 as of December 31, 2019; 113,013 as of December 31, 2018; 63,927 as of December 31, 2017 and 44,406 as of December 31, 2016.\n(2)We calculate book value per common share as shareholders\u2019 equity less preferred stock at the end of the relevant period divided by the outstanding number of shares of our common stock at the end of the relevant period. We had no preferred stock outstanding at the end of any of the fiscal years reflected in the above table.\n(3)We calculate tangible book value per common share as total shareholders\u2019 equity less goodwill, preferred stock and core deposit intangibles, divided by the number of outstanding shares of our common stock at the end of the relevant period.\nITEM 7", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1263762_2020.htm (CIK: 1263762, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02409", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nThe following section sets forth material factors that may adversely affect our business and operations. The following factors, as well as the factors discussed in \u201cItem 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations -Factors That May Influence Future Results of Operations\u201d and other information contained in this report, should be considered in evaluating us and our business.\nRisks Related to our Business and Operations\nThe ongoing COVID-19 pandemic, and restrictions intended to prevent its spread, could adversely impact our business, financial condition, results of operations, cash flows, liquidity and ability to satisfy our debt service obligations and to pay dividends and distributions to security holders. The ongoing COVID-19 pandemic which continues to evolve, and restrictions intended to prevent its spread, have impacted the markets in which we conduct our business and where our tenants are located. All the states where we own properties and/or have development projects (i.e., California and Washington) initially reacted to the COVID-19 pandemic by instituting quarantines, restrictions on travel, \u201cshelter in place\u201d rules, stay-at-home orders, density limitations, social distancing measures, restrictions on types of business that may continue to operate and/or restrictions on types of construction projects that may continue. Although some state governments and other authorities were in varying stages of lifting or modifying some of these measures, all the states where we own properties and/or have development projects have been forced to reinstitute these measures and may, in the future, impose new, more restrictive measures, if the risks, or the perception of the risks, related to the COVID-19 pandemic worsen at any time. Furthermore, although in certain cases, exceptions are available for essential retail, research and laboratory activities, essential building services, such as cleaning and maintenance, and certain essential construction projects, there can be no assurance that such exceptions will enable us to avoid adverse impacts on our business, financial condition, results of operations, cash flows, liquidity and ability to satisfy our debt service obligations and to pay dividends and distributions to security holders. For instance, some of the activities of our parking, retail space and co-working tenants are not covered by the exceptions listed above, and we have seen weakness and a material reduction in rent\ncollections from these tenants that may continue for an indeterminate period pending a cessation of the adverse impacts from the COVID-19 pandemic, and restrictions intended to prevent its spread. In addition, there can be no assurance as to how long restrictions intended to prevent the spread of COVID-19 may remain in place in the states and cities where we own properties, and even if such restrictions are lifted, they may be reinstituted at a later date. If such restrictions remain in place for an extended period of time, we may experience further reductions in rents from our tenants.\nAcross all property types, we collected approximately 97% of our total gross rent billings for the year ended December 31, 2020, including 100% from all of our top 15 tenants and as of February 1, 2021, we had collected 95% of our January 2021 total gross rent billings, including 100% from all of our top 15 tenants. Although we are and will continue to be actively engaged in rent collection efforts related to uncollected rent, as well as working with certain tenants who have requested rent deferrals (particularly those occupying retail space), we can provide no assurance that such efforts or our efforts in future periods will be successful. In addition, we are and will continue to be actively engaged in discussions with certain tenants regarding the adverse impacts of the COVID-19 pandemic, and restrictions intended to prevent its spread, and may afford certain a", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1025996_2020.htm (CIK: 1025996, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02410", "source": "edgar", "source_license": "public_domain", "text": "Item 7.Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\nNot applicable.\nItem 7A.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1821685_2020.htm (CIK: 1821685, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02411", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Consolidated Results of Operations\nCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS\nThis Annual Report on Form 10-K and certain information incorporated herein by reference contain forward-looking statements within the \u201csafe harbor\u201d provisions of the Private Securities Litigation Reform Act of 1995. All statements included or incorporated by reference in this Annual Report, other than statements that are purely historical, are forward-looking statements. Words such as \u201canticipate,\u201d \u201cexpect,\u201d \u201cintend,\u201d \u201cplan,\u201d \u201cbelieve,\u201d \u201cseek,\u201d \u201cestimate,\u201d \u201cwill,\u201d \u201cshould,\u201d \u201cwould,\u201d \u201ccould,\u201d \u201cmay,\u201d and similar expressions also identify forward-looking statements. The forward-looking statements include, without limitation, statements regarding our future operations, financial condition and prospects, operating results, revenues and earnings, liquidity, our estimated income tax rate, unrecognized tax positions, amortization expenses, impact of recent accounting pronouncements, our cost management program, our acquisition strategy and growth plans, expectations regarding our recent acquisitions, dividends, share repurchases, the level of aggregate US mortgage originations, and the reasonableness of the carrying value related to specific financial assets and liabilities.\nOur expectations, beliefs, objectives, intentions, and strategies regarding future results are not guarantees of future performance and are subject to risks and uncertainties that could cause actual results to differ materially from results contemplated by our forward-looking statements. These risks and uncertainties include, but are not limited to:\n\u2022the potential impact of, and any potential developments related to, the proposed Merger;\n\u2022the potential impact of, and any potential developments related to, activist shareholder activity;\n\u2022compromises in the security or stability of our data and systems, including from cyber-based attacks, the unauthorized transmission of confidential information or systems interruptions, which could impair the delivery of our products and services;\n\u2022changes in applicable government legislation, regulations and the level of regulatory scrutiny affecting our clients or us, including with respect to consumer financial services and the use of public records and consumer data;\n\u2022reliance on our top ten clients for a significant portion of our revenue and profit;\n\u2022intense competition in the market against third parties and the in-house capabilities of our clients;\n\u2022risks related to the outsourcing of services and international operations;\n\u2022potential impairment of our substantial goodwill and other intangible assets;\n\u2022the potential impact that the COVID-19 pandemic, or the perception of its effects, may have on our business;\n\u2022our ability to protect proprietary technology rights and avoid infringement of others\u2019 proprietary technology rights;\n\u2022the level of our indebtedness, our ability to service our indebtedness and the restrictions in our various debt agreements;\n\u2022our ability to realize the anticipated benefits of certain acquisitions and the timing thereof;\n\u2022the impact of our adoption of a shareholder rights plan;\n\u2022difficult or uncertain conditions in the mortgage and consumer lending industries and the economy generally; and\n\u2022our ability to attract and retain qualified personnel.\nWe urge you to carefully consider risks and uncertainties and review the additional disclosures we make concerning risks and uncertainties that may materially affect the outcome of our forward-looking statements and our future business and operating results, including those made in Item 1A, \u201cRisk Factors\u201d in this 10-K, as such risk factors may be amended, supplemented, or superseded from time to time by other reports we file with the SEC. We assume no obligation to update any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable ", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax rate. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02412", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A.\nQUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nThe Company has exposure to two types of market risk: changes in interest rates and stock prices. The Company neither holds nor issues financial instruments for trading purposes.\nThe following sections provide quantitative and qualitative information on the Company\u2019s exposure to interest rate risk and stock price risk. The Company makes use of sensitivity analyses that are inherently limited in estimating actual losses in fair value that can occur from changes in market conditions.\nInterest Rates\nThe Company\u2019s current financing arrangements and facilities include $8.0 billion of outstanding fixed-rate debt, before adjustments for unamortized discount and debt issuance costs (See Note 9-Borrowings to the accompanying Financial Statements).\nFixed and variable-rate debts are impacted differently by changes in interest rates. A change in the interest rate or yield of fixed-rate debt will only impact the fair market value of such debt, while a change in the interest rate of variable-rate debt will impact interest expense, as well as the amount of cash required to service such debt. As of June 30, 2020, all of the Company's financial instruments with exposure to interest rate risk were denominated in U.S. dollars and no variable-rate debt was outstanding. Information on financial instruments with exposure to interest rate risk is presented below:\n(a)\nThe change in the fair values of the Company\u2019s financial instruments with exposure to interest rate risk is primarily due to higher average debt outstanding (See Note 9-Borrowings to the accompanying Financial Statements) and the effect of changes in interest rates.\nStock Prices\nThe Company has common stock investments in publicly traded companies that are subject to market price volatility. Information on the Company\u2019s investments with exposure to stock price risk is presented below:\n(a)\nThese investments are recorded at fair value each reporting period and any associated unrealized gains and losses are recorded in the Consolidated Statements of Operations in accordance with Accounting Standards Codification 321 \u201cInvestments-Equity Securities\u201d (See Note 2-Summary of Significant Accounting Policies to the accompanying Financial Statements under the heading \u201cInvestments\u201d).\nConcentrations of Credit Risk\nSee Note 2-Summary of Significant Accounting Policies to the accompanying Financial Statements under the heading \u201cConcentrations of credit risk.\u201d\nITEM 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1754301_2020.htm (CIK: 1754301, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02413", "source": "edgar", "source_license": "public_domain", "text": "Item 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nThe following discussion and analysis of our financial condition and results of operations should be read in conjunction with Part I, Item 1A, Risk Factors and our consolidated financial statements and the related notes to those statements included elsewhere in this Annual Report on Form 10-K (Annual Report). In addition to historical consolidated financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Some of the numbers included herein have been rounded for the convenience of presentation. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those discussed under Part 1, Item 1A. Risk Factors and elsewhere in this Annual Report. A discussion of the year ended December 31, 2019 compared to the year ended December 31, 2018 has been reported previously in our final prospectus filed with the SEC on February 12, 2021, under the heading \"Management's Discussion and Analysis of Financial Condition and Results of Operations.\"\nExecutive summary\nWe are a global medical device company focused on developing and commercializing clinically differentiated, cost efficient and minimally invasive treatments that engage and enhance the body\u2019s natural healing process. We operate our business through two reportable segments, U.S. and International, and our portfolio of products is grouped into the following three verticals:\n\u2022OA joint pain treatment and joint preservation products, which are HA viscosupplementation therapies approved by the FDA through a PMA;\n\u2022BGSs, which are human tissue allograft and synthetic products used primarily in spine surgery which have either (i) received 510(k) clearance, which is a premarket submission made to the FDA to demonstrate that the device to be marketed is at least as safe and effective, that is, substantially equivalent, to a legally marketed device, or (ii) are regulated solely as Section 361 HCT/Ps, which means they are human cells, tissues and cellular and tissue-based products that do not require a PMA in the United States; and\n\u2022minimally invasive fracture treatment, which is a FDA-approved Exogen system prescribed for long bone stimulation for fracture healing.\nOur U.S. segment offers our full existing portfolio of products. This includes our OA joint pain treatment and joint preservation products, which address the entire market for HA viscosupplementation with offerings for single, three and five injection therapies: (i) Durolane, a single injection therapy, which we launched in the United States in the first half of 2018 and also market outside the United States in more than 30 countries; (ii) GELSYN-3, a three injection therapy, which we have marketed in the United States since the second half of 2016; and (iii) SUPARTZ FX, a five injection therapy, which we have marketed in the United States since May 2012. Our U.S. segment also offers our BGS products, which are targeted at improving bone fusion rates following spinal fusion and other orthopedic surgeries. These products include allograft-derived bone graft with growth factors (OsteoAMP), a DBM (Exponent), cancellous bone in different preparations (PureBone), bioactive synthetics (Signafuse and Interface), a collagen ceramic matrix (OsteoMatrix) and two bone marrow isolation systems (CellXtract and Extractor). Further, our U.S. segment offers our Exogen system, which we believe offers significant advantages over electrical based long bone stimulation systems, including documented mechanism of action, shorter treatment times and superior nonunion heal rates.\nOur International segment offers Durolane, or single injection therapy, OsteoAMP, our allograft-derived bone graft with growth factors, and our Exogen system.\nThe following table sets forth total net sales, net income from co", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1665988_2020.htm (CIK: 1665988, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02414", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA\nThe following tables set forth our selected consolidated financial data for the periods indicated. You should read this information in conjunction with \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d and our consolidated financial statements and related notes thereto included elsewhere in this Annual Report on Form 10-K. Our historical results are not necessarily indicative of the results to be expected for any future period.\nWe derived the selected consolidated statements of operations data for the years ended December 31, 2020, 2019 and 2018, the consolidated statement of cash flow data for the years ended December 31, 2020, 2019 and 2018, and the selected consolidated balance sheet data as of December 31, 2020 and 2019 from our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K. The consolidated balance sheet data as of December 31, 2018 is derived from our audited consolidated financial statements included in our Prospectus.\n_______________\n(1)Amounts include stock-based compensation before tax benefit as follows:\n(2)See Notes 2 and 12 to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for an explanation of the calculations of our basic and diluted net income per share attributable to common stockholders as well as the weighted average number of shares used in computation of the per share amounts.\nNon-GAAP Financial Measures\nIn addition to our results determined in accordance with U.S. generally accepted accounting principles (GAAP), including, in particular operating income, net cash provided by operating activities, and net income, we believe that Adjusted EBITDA, a non-GAAP measure, is useful in evaluating our operating performance. We define Adjusted EBITDA as net income adjusted for stock-based compensation expense, depreciation and amortization, impairments of long-lived assets, interest income, and provision for income taxes.\nThe following table presents a reconciliation of Adjusted EBITDA to net income for each of the periods indicated:\nIn addition to operating income and net income, we use Adjusted EBITDA as a measure of operational efficiency. We believe that this non-GAAP financial measure is useful to investors for period to period comparisons of our business and in understanding and evaluating our operating results for the following reasons:\n\u2022Adjusted EBITDA is widely used by investors and securities analysts to measure a company\u2019s operating performance without regard to items such as stock-based compensation expense, depreciation and amortization, interest expense, provision for income taxes, and certain one-time items such as impairments of long-lived assets, that can vary substantially from company to company depending upon their financing, capital structures and the method by which assets were acquired;\n\u2022Our management uses Adjusted EBITDA in conjunction with GAAP financial measures for planning purposes, including the preparation of our annual operating budget, as a measure of operating performance and the effectiveness of our business strategies and in communications with our board of directors concerning our financial performance; and\n\u2022Adjusted EBITDA provides consistency and comparability with our past financial performance, facilitates period-to-period comparisons of operations, and also facilitates comparisons with other peer companies, many of which use similar non-GAAP financial measures to supplement their GAAP results.\nOur use of this non-GAAP financial measure has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our financial results as reported under GAAP. Some of these limitations are as follows:\n\u2022Adjusted EBITDA does not reflect: (a) changes in, or cash requirements for, our working capital needs; (b) the potentially dilutive impact of stock-based compensati", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax benefit. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02415", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nVERRA MOBILITY CORPORATION\nINDEX TO CONSOLIDATED FINANCIAL STATEMENTS\nPage\nReports of Independent Registered Public Accounting Firm\nConsolidated Balance Sheets\nConsolidated Statements of Operations and Comprehensive (Loss) Income\nConsolidated Statements of Stockholders\u2019 Equity\nConsolidated Statements of Cash Flows\nNotes to Consolidated Financial Statements\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nTo the Stockholders and the Board of Directors of Verra Mobility Corporation\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheets of Verra Mobility Corporation (the Company) as of December 31, 2020 and 2019, and the related consolidated statements of operations and comprehensive (loss) income, stockholders\u2019 equity, and cash flows for each of the three years in the period ended December 31, 2020, and the related notes and the financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the \u201cfinancial statements\u201d). In our opinion, the financial statements present fairly, in all material respects, the consolidated financial position of the Company at December 31, 2020 and 2019, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with U.S. generally accepted accounting principles.\nWe also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company\u2019s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated March 1, 2021 expressed an unqualified opinion thereon.\nBasis for Opinion\nThese financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company\u2019s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\nCritical Audit Matters\nThe critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.\nCommercial Services Revenue\nDescription of the Matter\nAs described in Note", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1682745_2020.htm (CIK: 1682745, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02416", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7.MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION\nThis section is intended to help potential investors understand our financial performance through a discussion of the factors affecting our financial condition at December 31, 2020 and December 31, 2019 and our results of operations for the years ended December 31, 2020 and December 31, 2019. This section should be read in conjunction with the consolidated financial statements and notes thereto that appear elsewhere in this Annual Report on Form 10-K.\nOverview\nCincinnati Federal provides financial services to individuals and businesses from our main office in Cincinnati, Ohio and our full service branch offices in Miami Heights, Anderson and Price Hill and in Covington and Florence in Northern Kentucky. Our primary market area includes Hamilton County, Ohio, and, to a lesser extent, Warren, Butler and Clermont Counties, Ohio. We also conduct business in the northern Kentucky region and make loans secured by properties in Campbell, Kenton and Boone Counties, Kentucky, as well as in Dearborn County, in southeastern Indiana.\nOur business consists primarily of taking deposits from the general public and investing those deposits, together with borrowings and funds generated from operations, in one- to four-family residential real estate loans, and, to a lesser extent, nonresidential real estate and multi-family loans, home equity loans and lines of credit and construction and land loans. At December 31, 2020, $84.8 million, or 49.0% of our total loan portfolio, was comprised of one- to four-family residential real estate loans; $29.5 million, or 17.1%, consisted of nonresidential real estate loans; $41.7 million, or 24.1%, consisted of multi-family loans; $9.9 million, or 5.8%, consisted of home equity lines of credit; $1.1 million or 0.6% consisted of commercial business loans and consumer loans; and $5.8 million, or 3.4%, consisted of construction and land loans. We also invest in securities, which currently consist primarily of mortgage-backed securities issued by U.S. government sponsored entities and Federal Home Loan Bank stock.\nCincinnati Federal also operates an active mortgage banking unit with thirteen mortgage loan officers. This unit originates loans both for sale in the secondary market and for retention in our portfolio. The revenue from gain on sales of loans was $9.5 million for year ended December 31, 2020 and $2.1 million for year ended December 31, 2019.\nWe offer a variety of deposit accounts, including checking accounts, savings accounts and certificate of deposit accounts. We utilize advances from the FHLB-Cincinnati for liquidity and for asset/liability management purposes. At December 31, 2020, we had $38.4 million in advances outstanding with the FHLB-Cincinnati.\nOur results of operations depend primarily on our net interest income. Net interest income is the difference between the interest income we earn on our interest-earning assets and the interest we pay on our interest-bearing liabilities. Our results of operations also are affected by our provisions for loan losses, non-interest income and non-interest expense. Non-interest income currently consists primarily of gain (loss) on sale of mortgage loans, checking account service fee income, interchange fees from debit card transactions and income from bank owned life insurance. Non-interest expense currently consists primarily of expenses related to compensation and employee benefits, occupancy and equipment, data processing, franchise taxes, federal deposit insurance premiums, impairment losses on foreclosed real estate and other operating expenses.\nWe invest in bank owned life insurance to provide us with a funding source to offset some costs of our benefit plan obligations. Bank owned life insurance provides us with non-interest income that is nontaxable. Federal regulations generally limit our investment in bank owned life insurance to 25% of our Tier 1 capital", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1787005_2020.htm (CIK: 1787005, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02417", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors.\nA wide range of risks may affect our business, financial condition and results of operations, now and in the future. We consider the risks described below to be the most significant. There may be other currently unknown or unpredictable economic, business, competitive, regulatory or other factors that could have material adverse effects on our future results.\nRisks Relating to Our Business\nOur business depends on the appeal of our programming to our U.S. and international viewers and our distributors, which may be unpredictable and volatile.\nOur business depends, in part, upon viewer preferences and audience acceptance in the United States and internationally of the programming on our networks. These factors are often unpredictable and volatile, and subject to influences that are beyond our control, such as the quality and appeal of competing programming, general economic conditions and the availability of other entertainment activities. We may not be able to anticipate and react effectively to shifts in viewer preferences and/or interests in our markets. A change in viewer preferences has caused, and could in the future continue to cause, the audience for\ncertain of our programming to decline, which has resulted in, and could in the future continue to result in, a reduction of advertising revenues and jeopardize our bargaining position with distributors. In addition, certain of our competitors may have more flexible programming arrangements, as well as greater amounts of available content, distribution and capital resources, and may react more quickly than we might to shifts in tastes and interests.\nTo an increasing extent, the success of our business depends on original programming, and our ability to accurately predict how audiences will respond to our original programming is particularly important. Because original programming often involves a greater degree of commitment on our part, as compared to acquired programming that we license from third parties, and because our network branding strategies depend significantly on a relatively small number of original programs such as The Walking Dead, a failure to anticipate viewer preferences for such programs could be especially detrimental to our business. We periodically review the programming usefulness of our program rights based on a series of factors, including ratings, type and quality of program material, standards and practices, and fitness for exhibition. We have incurred write-offs of programming rights in the past, and may incur future programming rights write-offs if it is determined that program rights have limited, or no, future usefulness.\nIn addition, feature films constitute a significant portion of the programming on our AMC, IFC and SundanceTV programming networks. In general, the popularity of feature-film content on linear television is declining, due in part to the broad availability of such content through an increasing number of distribution platforms. If the popularity of feature-film programming further declines, we may lose viewership, which could increase our costs.\nIf our programming does not gain the level of audience acceptance we expect, or if we are unable to maintain the popularity of our programming, our ratings may suffer, which will negatively affect advertising revenues, and we may have a diminished bargaining position with distributors, which could reduce our distribution revenues. Ratings for The Walking Dead have declined in recent years, which has had a negative effect on our advertising revenues and our financial results. We cannot assure you that we will be able to maintain the success of any of our current programming or generate sufficient demand and market acceptance for our new programming.\nThe failure to develop popular new programming to replace programming that is older or ending can have adverse impacts on our business and results of operations.\nChanges in the operating environment of multichannel distri", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1514991_2020.htm (CIK: 1514991, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02418", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations\nThe following discussion and analysis should be read in conjunction with the Consolidated Financial Statements and related notes included elsewhere in this Report. Dollar amounts are reported in thousands, except per share and per treatment data.\nIntroduction, Outlook and Overview of Business Operations\nSTRATA Skin Sciences is a medical technology company in Dermatology and Plastic Surgery dedicated to developing, commercializing and marketing innovative products for the treatment of dermatologic conditions. Its products include the XTRAC\u00ae excimer laser and VTRAC\u00ae lamp systems utilized in the treatment of psoriasis, vitiligo and various other skin conditions.\nThe XTRAC device is utilized to treat psoriasis, vitiligo and other skin diseases. The XTRAC device received FDA clearance in 2000 and has since become a widely recognized treatment among dermatologists. The system delivers targeted 308um ultraviolet light to affected areas of skin, leading to psoriasis clearing and vitiligo repigmentation, following a series of treatments. As of December 31, 2020, there were 832 XTRAC systems placed in dermatologists\u2019 offices in the United States under our dermatology recurring procedure model, up from 820 at the end of December 31, 2019. Under the dermatology recurring procedure model, the XTRAC system is placed in a physician's office and fees are charged on a per procedure basis or a fee is charged on a periodic basis not to exceed an agreed upon number of procedures. The XTRAC system\u2019s use for psoriasis is covered by nearly all major insurance companies, including Medicare. The VTRAC Excimer Lamp system, offered internationally in addition to the XTRAC, provides targeted therapeutic efficacy demonstrated by excimer technology with the simplicity of design and reliability of a lamp system. There are approximately 7.5 million people in the United States and up to 125 million people worldwide suffering from psoriasis, and 1% to 2% of the world\u2019s population suffers from vitiligo. In 2020, domestically, we estimate over 241,000 XTRAC laser treatments were performed.\nEffective February 1, 2017, we entered into an exclusive OEM distribution agreement with Esthetic Education, LLC to be the exclusive marketer and seller of private label versions of the SkinStylus\u00ae MicroSystem and associated parts under the name of STRATAPEN. This three-year agreement has minimum annual sales requirements for renewal. The agreement expired in January 2020, but we continue to sell the product on a purchase order basis.\nSince 2019, we have been transitioning our international equipment sales through our master distributor to a direct distribution model for equipment sales and recurring revenue on a country by country basis. We have signed contracts in Korea (in 2019), Japan (in 2020) and China (in January 2021).\nThese agreements are expected to increase recurring revenues over time, but will have an initial impact of reducing sales of dermatology procedures equipment in the near term as the contract is to apply a similar recurring revenue model as we have in the United States.\nIn late 2019, there was an outbreak of a new strain of coronavirus (\u201cCOVID-19\u201d) which became a global pandemic. The COVID-19 pandemic has negatively impacted the global economy, disrupted global supply chains, constrained work force participation and created significant volatility and disruption of financial markets. In addition, the pandemic led to the suspension of elective procedures in the U.S. and to the temporary closure of many physician practices which are our primary customers. We do not know the extent of the impact on our customers and their potential for permanent closure. While many offices have been reopening, the on-going impact of the COVID-19 pandemic on the Company\u2019s operational and financial performance, including its ability to execute its business strategies and initiatives in", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1051514_2020.htm (CIK: 1051514, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02419", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. Risk Factors\nThe Company's business, financial condition, results of operations and cash flows are subject to various risks, including, but not limited to, those set forth below, which could cause actual results to vary materially from recent results or from anticipated future results. These risk factors should be considered together with information included elsewhere in this Annual Report on Form 10-K.\nEconomic Risks\nThe COVID-19 pandemic has adversely affected the Company's business, financial condition and results of operations and could affect the Company's liquidity. The full and long-term extent of the effects of the COVID-19 pandemic on our business depend on future events that continue to be highly uncertain and cannot be predicted.\nThe COVID-19 pandemic and the continued measures taken globally to reduce its spread have negatively impacted the global economy, disrupted consumer/customer demand and global supply chains, and created significant volatility and disruption of financial markets. These measures and the continued volatility of the global economy adversely affected our results of operations for 2020, and while we expect that our results will continue to be adversely impacted beyond 2020, we are currently unable to quantify the full and long-term impact of the pandemic on our financial condition, results of operations and liquidity.\nThe Company has implemented numerous actions in order to focus on the needs of its colleagues and customers, such as redesigning production processes, adjusting shift schedules and assignments and implementing aggressive new workplace sanitation practices and a coordinated response to ensure access to personal protective equipment to minimize infection risk. Further actions may be required in response to evolving conditions such as renewed travel restrictions, quarantine, and stay-at-home orders as well as uncertainty regarding the timing of widespread availability of a vaccine. In addition, because the pandemic has decreased customer demand in certain of our end markets, some of our businesses are operating at reduced capacity. We cannot predict when or whether these businesses will resume full operations or whether there will be related or unrelated facility closures in the future.\nThe COVID-19 pandemic continues to have the potential to significantly and extendedly alter demand for our products and to disrupt our supply chain as a result of shifts in demand, illness, quarantine, travel restrictions or financial hardship. We have been able to procure the critical raw materials and components necessary to continue production, but there is no guarantee that we will be able to do so in the future. A prolonged extension of the conditions resulting from the pandemic could force both customer and supplier bankruptcies, which we expect would adversely impact our results; however, given the uncertainty around the continued duration and breadth of the COVID-19 pandemic, we cannot reasonably estimate the extent of these adverse effects on our operations.\nThe Company has sought to implement a differentiated strategy to manage through the pandemic, including a focus on thoughtful cost management and continued investment in areas of strategic importance in order to maintain optionality and fully participate in the recovery phase. Although some opportunities have already emerged from this strategy, the Company cannot estimate the extent or the timing of the benefits from this strategy, if any. If the Company's strategy does not generate the expected benefits, the Company's long-term financial results could be adversely impacted.\nFurthermore, the COVID-19 pandemic has the potential to impact the proper functioning of financial and capital markets. If the economic recovery is protracted, we may not be able to access our short-term credit facilities and may be required to seek additional financing sources, which may not be available on reasonable terms or at all. If the Company suffers a", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 49826_2020.htm (CIK: 49826, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02420", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nThe following discussion and analysis of our financial condition and results of operations is based on, and should be read in conjunction with the consolidated financial statements and the notes thereto contained elsewhere in this Annual Report on Form 10-K. Also see \u201cForward Looking Statements\u201d preceding Part I.\nOverview\nThe Company elected to be taxed and believes it operated in a manner that allowed the Company to qualify as a REIT for U.S. federal income tax purposes beginning with its taxable year ended December 31, 2017 through December 31, 2019. As a result of the COVID-19 pandemic, the Company entered into temporary lease amendments with some of its tenants. The income generated under these lease amendments did not constitute qualifying REIT income for purposes of the REIT gross income tests, and, as a result, the Company was not in compliance with the annual REIT income tests for the year ended December 31, 2020. Accordingly, the Company did not qualify as a REIT in 2020 and will be taxed as a C corporation for the year ended December 31, 2020 and for at least its next four taxable years.\nAs a C corporation, the Company will be subject to federal income tax on its taxable income at regular corporate rates and will generally not be permitted to qualify for treatment as a REIT for federal income tax purposes again for four years following the year in which it no longer qualified as a REIT. In addition, distributions to its stockholders will not be deductible by the Company. As a result, being taxed as a C corporation rather than a REIT could reduce the cash available for distribution by the Company to its stockholders. Moreover, as a C corporation, the Company is not required to distribute any amounts to its stockholders and all distributions to stockholders would be taxable as regular corporate dividends to the extent of its current and accumulated earnings and profits. In such event, corporate stockholders may be eligible for the dividends-received deduction. In addition, non-corporate stockholders, including individuals, may be eligible for the preferential tax rates on qualified dividend income. Non-corporate stockholders, including individuals, generally may deduct up to 20% of dividends from a REIT, other than capital gain dividends and dividends treated as qualified dividend income, for taxable years beginning after December 31, 2017 and before January 1, 2026 for purposes of determining their U.S. federal income tax (but not for purposes of the 3.8% Medicare tax), subject to certain limitations.\nThe Company was incorporated in Maryland on May 4, 2015 and is the sole member of the Operating Partnership. The Company owns substantially all of its assets and conduct its operations through the Operating Partnership.\nPrior to the management Internalization effective on April 1, 2019, the Company was externally managed by MVP Realty Advisors, LLC, dba The Parking REIT Advisors (the \u201cformer Advisor\u201d), a Nevada limited liability company. As a result of the management Internalization, the Company will no longer incur an asset management fee equal to 1.1% of the cost of all assets held by the Company, effective April 1, 2019.\nImpact of COVID-19\nThe ongoing COVID-19 pandemic has significantly adversely impacted global economic activity, contributed to significant volatility and negative pressure in financial markets and resulted in unprecedented job losses causing many to fear an imminent global recession. The global impact of the outbreak has been rapidly evolving and, as cases of COVID-19 have continued to be identified, many countries, including the United States, have reacted by instituting quarantines, density limitations and social distancing measures, mandating business and school closures and restricting travel.\nAs a result of these measures, the COVID-19 pandemic continues to negatively impact almost every industry directl", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax rate. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02421", "source": "edgar", "source_license": "public_domain", "text": "Item 7: Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nForward-Looking Information\nStatements contained in this Form 10-K, including statements describing the objectives, projections, estimates, or predictions of the future of the Bank, may be \u201cforward-looking statements.\u201d These statements may use forward-looking terms, such as \u201canticipates,\u201d \u201cbelieves,\u201d \u201ccould,\u201d \u201cestimates,\u201d \u201cmay,\u201d \u201cshould,\u201d \u201cwill,\u201d or their negatives or other variations on these terms. The Bank cautions that, by their nature, forward-looking statements involve risk or uncertainty and that actual results could differ materially from those expressed or implied in these forward-looking statements or could affect the extent to which a particular objective, projection, estimate, or prediction is realized. These forward-looking statements involve risks and uncertainties including, but not limited to, the following: economic and market conditions, including, but not limited to real estate, credit and mortgage markets; volatility of market prices, rates, and indices related to financial instruments; including but not limited to, the discontinuance of LIBOR and the related effect on the Bank's LIBOR-based financial products, investments and contracts; the occurrence of man-made or natural disasters, endemics, global pandemics, conflicts or terrorist attacks or other geopolitical events; political, legislative, regulatory, litigation, or judicial events or actions; risks related to MBS; changes in the assumptions used to estimate credit losses; changes in the Bank\u2019s capital structure; changes in the Bank\u2019s capital requirements; changes in expectations regarding the Bank\u2019s payment of dividends; membership changes; changes in the demand by Bank members for Bank advances; an increase in advance prepayments; competitive forces, including the availability of other sources of funding for Bank members; changes in investor demand for consolidated obligations and/or the terms of interest rate exchange agreements and similar agreements; changes in the FHLBank System\u2019s debt rating or the Bank\u2019s rating; the ability of the Bank to introduce new products and services to meet market demand and to manage successfully the risks associated with new products and services; the ability of each of the other FHLBanks to repay the principal and interest on consolidated obligations for which it is the primary obligor and with respect to which the Bank has joint and several liability; applicable Bank policy requirements for retained earnings and the ratio of the market value of equity to par value of capital stock; the Bank\u2019s ability to maintain adequate capital levels (including meeting applicable regulatory capital requirements); business and capital plan adjustments and amendments; technology and cyber-security risks; and timing and volume of market activity.\nThis Management\u2019s Discussion and Analysis (MD&A) should be read in conjunction with the Bank\u2019s audited financial statements in Item 8. Financial Statements and Supplementary Data and all risks and uncertainties addressed throughout this report, as well as those discussed under Item 1A. Risk Factors included herein. Information on the Bank's websites referred to in this Form 10-K is not incorporated in, or a part of, this Form 10-K.\nExecutive Summary\nOverview. The Bank's financial condition and results of operations are influenced by global and national economies, local economies within its three-state district, and the conditions in the financial, housing and credit markets, all of which impact the interest rate environment. See additional discussion below in this Executive Summary for the impact on the Bank's operations and financial condition due to the spread of the coronavirus (COVID-19 pandemic).\nThe interest rate environment significantly impacts the Bank's profitability. Net interest income is affected by several external factors, including market interest rate levels and volatility, credit", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1330399_2020.htm (CIK: 1330399, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02422", "source": "edgar", "source_license": "public_domain", "text": "Item 6.Selected Financial Data.\n1Profit (loss) attributable to common shareholders.\n2Computed on weighted-average number of shares outstanding.\n3Computed on weighted-average number of shares outstanding diluted by assumed exercise of stock-based compensation awards, using the treasury stock method. In 2016, the assumed exercise of stock-based compensation awards was not considered because the impact would be antidilutive.\n4Represents profit (loss) divided by average shareholders' equity (beginning of year shareholders' equity plus end of year shareholders' equity divided by two).\nAdditional information required by Item 6 is included in Part II, Item 7", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 18230_2020.htm (CIK: 18230, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02423", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data\nOn November 19, 2020 the SEC adopted amendments to Regulation S-K that eliminated the requirement for Selected Financial Data, among other things. The amendments became effective February 10, 2021, and although Magnolia is not required to comply until 210 days after publication, the Company chose to early adopt these amendments and has incorporated these changes in the Company\u2019s Annual Report on this Form 10-K for the year ended December 31, 2020.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1698990_2020.htm (CIK: 1698990, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02424", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nNone of our current executive officers or our former executive officers who served at the end of the fiscal year ended January 31, 2020, including our principal executive officer, received any cash or non-cash compensation from us for their services rendered as executive officers during the past two fiscal years or had outstanding equity awards at year end. We have not entered into employment agreements with our executive officers and their compensation, if any, will be determined at the discretion of our board of directors.\nWe pay each director an annual retainer of $2,500, payable quarterly, and reimburse the directors for reasonable travel expenses incurred in connection with their activities on our behalf.\nThe table below summarizes the compensation paid by us to our directors for the fiscal year ended January 31, 2020.\nIt is possible that, after we successfully consummate a business combination with an entity, that entity may desire to employ or retain one or a number of members of our management for the purposes of providing services to the surviving entity.\nNo retirement, pension, profit sharing, stock option or insurance programs or other similar programs have been adopted by us for the benefit of our employees.\nWe do not offer retirement benefit plans to our executive officers, nor have we entered into any contract, agreement, plan or arrangement, whether written or unwritten, that provides for payments to a named executive officer at, or in connection with, the resignation, retirement or other termination of a named executive officer, or a change in control of the company or a change in the named executive officer's responsibilities following a change in control. We do not have any standard arrangement for compensation of our directors for any services provided as director, including services for committee participation or for special assignments.\nOur board of directors does not have a compensation committee and the entire board of directors performs the functions of a compensation committee. No member of our board of directors has a relationship that would constitute an interlocking relationship with our executive officers or directors or another entity.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 766404_2020.htm (CIK: 766404, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02425", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nThe primary objective of the following information is to provide forward-looking quantitative and qualitative information about our exposure to market risk. The term market risk relates to the risk of loss arising from adverse changes in oil, gas, and NGL prices, interest rates, or foreign currency and adverse governmental actions. The disclosures are not meant to be precise indicators of expected future losses, but rather indicators of reasonably possible losses. The forward-looking information provides indicators of how we view and manage our ongoing market risk exposures.\nCommodity Price Risk\nThe Company\u2019s revenues, earnings, cash flow, capital investments and, ultimately, future rate of growth are highly dependent on the prices the Company receives for its crude oil, natural gas and NGLs, which have historically been very volatile because of unpredictable events such as economic growth or retraction, weather, political climate, and global supply and demand. These factors have only been heightened as the result of continuing negative demand implications of the COVID-19 pandemic. The Company continually monitors its market risk exposure, including the impact and developments related to the COVID-19 pandemic, which introduced significant volatility in the financial markets subsequent to the year ended December 31, 2019.\nThe Company\u2019s average crude oil realizations decreased 34 percent to $39.60 per barrel in 2020 from $60.05 per barrel in 2019. The Company\u2019s average natural gas price realizations decreased 4 percent to $1.83 per Mcf in 2020 from $1.90 per Mcf in 2019. The Company\u2019s average NGL realizations decreased 25 percent to $11.84 per barrel in 2020 from $15.74 per barrel in 2019. Based on average daily production for 2020, a $1.00 per barrel change in the weighted average realized oil price would have increased or decreased revenues for the year by approximately $78 million, a $0.10 per Mcf change in the weighted average realized price of natural gas would have increased or decreased revenues for the year by approximately $33 million, and a $1.00 per barrel change in the weighted average realized NGL price would have increased or decreased revenues for the year by approximately $28 million.\nApache periodically enters into derivative positions on a portion of its projected oil and natural gas production through a variety of financial and physical arrangements intended to manage fluctuations in cash flows resulting from changes in commodity prices. Such derivative positions may include the use of futures contracts, swaps, and/or options. Apache does not hold or issue derivative instruments for trading purposes. As of December 31, 2020, the Company had open natural gas derivatives not designated as cash flow hedges in an asset position with a fair value of $11 million. The impact of a 10 percent movement in natural gas prices would be immaterial to the fair value of the commodity derivatives. These fair value changes assume volatility based on prevailing market parameters at December 31, 2020. See Note 4-Derivative Instruments and Hedging Activities in the Notes to Consolidated Financial Statements set forth in Part IV, Item 15 of this Annual Report Form 10-K for notional volumes and terms with the Company\u2019s derivative contracts.\nInterest Rate Risk\nAt December 31, 2020, Apache had approximately $8.1 billion net carrying value of notes and debentures outstanding, all of which was fixed-rate debt, with a weighted average interest rate of 4.98 percent. Although near-term changes in interest rates may affect the fair value of Apache\u2019s fixed-rate debt, they do not expose the Company to the risk of earnings or cash flow loss associated with that debt. Apache is also exposed to interest rate risk related to its interest-bearing cash and cash equivalents balances and amounts outstanding under its commercial paper program and credit facilities. As of December 31, ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 6769_2020.htm (CIK: 6769, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02426", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\nThe following financial information for the five years ended December 31, 2020 has been derived from the Company\u2019s audited consolidated financial statements. This information should be read in conjunction with those statements, notes and other information included elsewhere herein.\n(1)\nYields on securities and certain loans have been adjusted upward to a \"fully taxable equivalent\" (\"FTE\") basis in order to reflect the effect of income which is exempt from federal income taxation at the current statutory tax rate.\n(2)\nThe efficiency ratio is defined as noninterest expense divided by total revenue (net interest income on an FTE basis and noninterest income).\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax rate. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02427", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements AND SUPPLEMENTAL DATA\nThe financial statements are included herewith commencing on page.\nReport of Independent Registered Public Accounting Firm\nConsolidated Balance Sheets - December 31, 2020 and 2019\nConsolidated Statements of Operations - Years ended December 31, 2020 and 2019\nConsolidated Statements of Changes in Stockholders\u2019 Equity - Years ended December 31, 2020 and 2019\nConsolidated Statements of Cash Flows - Years ended December 31, 2020 and 2019\nNotes to Consolidated Financial Statements - Years ended December 31, 2020 and 2019\nItem 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1110607_2020.htm (CIK: 1110607, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02428", "source": "edgar", "source_license": "public_domain", "text": "Item 11.\nExecutive Compensation\nInformation responsive to this Item 11 is incorporated herein by reference to our definitive proxy statement for our 2021 annual meeting of stockholders, which we will file with the SEC on or before 120 days after our 2020 fiscal year-end.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1069878_2020.htm (CIK: 1069878, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02429", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nThe financial statements are set forth beginning on page in this Annual Report on Form 10-K and are incorporated herein by reference.\nWe have elected to comply with Item 302 of Regulation S-K, as amended February 10, 2021 and are omitting the supplementary financial information disclosure in reliance thereon.\nITEM 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1479290_2020.htm (CIK: 1479290, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02430", "source": "edgar", "source_license": "public_domain", "text": "Item 11.Executive Compensation.\nInformation required by this Item is incorporated by reference from the 2021 Proxy Statement.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 18230_2020.htm (CIK: 18230, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02431", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\n(Dollar amounts in millions, unless otherwise stated)\nWe face a variety of risks that are substantial and inherent in our business, including market, liquidity, credit, operational, legal, regulatory and reputational risks. The following is a summary of the more important factors that could affect our business, sales, revenues, AUM, reputation, results of operation, liquidity, profitability or financial condition.\n\u2022Conditions in the global capital markets and the economy.\n\u2022The COVID-19 pandemic.\n\u2022Adverse capital and credit market conditions and the cost of credit and capital.\n\u2022The level of interest rates and in particular the continuation of the low interest rate environment or a period of rapidly increasing interest rates.\n\u2022The expected replacement of LIBOR and related reforms.\n\u2022A downgrade or a potential downgrade in our financial strength or credit ratings.\n\u2022Our ability to increase or maintain our market share in highly competitive markets.\n\u2022The adequacy of our risk management policies and procedures, including hedging programs.\n\u2022The inability of counterparties to meet their financial obligations.\n\u2022Requirements to post collateral or make payments related to changes in market value of specified assets.\n\u2022The diminishment in value of our invested assets and the investment returns credited to customers.\n\u2022The relative illiquidity of some of our investments as well as significant market valuation fluctuations of certain asset classes.\n\u2022The complexity of our products and services and the reliance on intermediaries to properly perform services and not misrepresent our products or services.\n\u2022Inherent uncertainty in various methodologies, estimations and assumptions that we use to value our investments.\n\u2022Risks associated with our participation in a securities lending program and a repurchase program.\n\u2022Differences between actual policy experience and pricing, reserving or actuarial assumptions.\n\u2022Unfavorable developments in interest rates, credit spreads and policyholder behavior related to our stable value products, and the ability of our hedge program and risk mitigation features to offset potential consequences.\n\u2022Potential acceleration of the amortization of DAC, DSI and/or VOBA.\n\u2022Credit risk associated with reinsurance, as well as its general availability, affordability or adequacy.\n\u2022A decrease in our RBC ratio (as a result of a reduction in statutory surplus and/or increase in RBC requirements) could result in increased scrutiny by insurance regulators and rating agencies.\n\u2022A concentration of our institutional funding with a Federal Home Loan Bank.\n\u2022Any failure to protect the privacy and confidentiality of customer information.\n\u2022Interruption or other operational failures in telecommunication, information technology and other operational systems, including as a result of human error.\n\u2022A failure to maintain the security, integrity, confidentiality or privacy of our telecommunication, information technology and other operational systems, or the sensitive data residing on such systems.\n\u2022Changes in accounting standards.\n\u2022Potential limitations on our ability to use certain beneficial deferred tax assets.\n\u2022Potential requirements to reduce the carrying value of our deferred income tax asset or establish an additional valuation allowance against the deferred income tax asset.\n\u2022Adverse publicity or increased governmental and regulatory actions with respect to us, other well-known companies or the financial services industry in general.\n\u2022Litigation or potential litigation.\n\u2022A loss of, or significant change in, key product distribution relationships.\n\u2022The occurrence of natural or man-made disasters.\n\u2022Potential difficulties arising from outsourcing relationships.\n\u2022The application of regulations governing our businesses and those of our affiliates, as well as changes in such regulation.\n\u2022The application of regulations governing our insurance businesses in particular, as well as changes in regulation, enforcement actions an", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, deferred tax. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02432", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation.\nCompensation Discussion and Analysis\nNone of our officers has received any cash compensation for services rendered to us. We pay our sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees. No compensation of any kind, including any finder\u2019s fee, reimbursement, consulting fee or monies in respect of any payment of a loan, will be paid by us to our sponsor, officers and directors, or any affiliate of our sponsor or officers, prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is). However, these individuals are reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Any such payments prior to an initial business combination will be made using funds held outside the trust account. Other than audit committee review of such payments, we do not expect to have any additional controls in place governing our reimbursement payments to our directors and executive officers for their out-of-pocket expenses incurred in connection with identifying and consummating an initial business combination.\nAfter the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to stockholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our stockholders in connection with a proposed initial business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed initial business combination, because the directors of the post-combination business will be responsible for determining officer and director compensation. Any compensation to be paid to our officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors.\nWe do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management\u2019s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1785424_2020.htm (CIK: 1785424, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02433", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operation\nManagement\u2019s discussion and analysis of financial condition and results of operations analyzes the consolidated financial condition and results of operations of Limestone Bancorp, Inc. (the \u201cCompany\u201d) and its wholly owned subsidiary, Limestone Bank, Inc. (the \u201cBank\u201d). The Company is a Louisville, Kentucky-based bank holding company that operates banking offices in fourteen Kentucky counties. The Bank\u2019s markets include metropolitan Louisville in Jefferson County and the surrounding counties of Bullitt and Henry. The Bank serves south central, southern, and western Kentucky from banking offices in Barren, Butler, Daviess, Edmonson, Green, Hardin, Hart, Ohio, and Warren Counties. The Bank also has an office in Lexington, the second largest city in the state, and Frankfort, the state capital. The Bank is a traditional community bank with a wide range of personal and business banking products and services.\nThe following discussion should be read in conjunction with the Company\u2019s consolidated financial statements and accompanying notes and other schedules presented elsewhere in the report.\nOverview\nFor the year ended December 31, 2020, the Company reported net income of $9.0 million compared with net income of $10.5 million for the year ended December 31, 2019 and net income of $8.8 million for the year ended December 31, 2018. Basic and diluted income per common share were $1.20 for the year ended December 31, 2020, compared with net income per common share of $1.41 for 2019, and net income per common share of $1.23 for 2018.\nNet income before taxes was $10.6 million for the year ended December 31, 2020 compared to $11.0 million for the year ended December 31, 2019. Income tax expense was $1.6 million for 2020 and $480,000 for 2019. For 2020 and 2019, income tax expense benefitted from the establishment of a net deferred tax assets related to a change in Kentucky tax law enacted during 2019. Income tax expense benefitted $478,000 and $1.6 million for the years ended December 31, 2020 and 2019, respectively, or $0.06 per basic and diluted common share, and $0.21 per basic and diluted common share, respectively. The new law eliminates the Kentucky bank franchise tax, which is assessed at a rate of 1.1% of average capital, and implements a state income tax for the Bank at a statutory rate of 5%. The new Kentucky income tax went into effect on January 1, 2021.\nThe following significant items are of note for the year ended December 31, 2020:\n\u25cf\nLoan growth outpaced paydowns during 2020. Average loans receivable increased approximately $162.3 million, or 20.2%, to $964.1 million for the year ended December 31, 2020, compared with $801.8 million for the year ended December 31, 2019. Loan interest income benefited from an increase in interest revenue volume of approximately $7.9 million, which was offset by a decrease in interest revenue of $5.0 million due to declining rates for the year ended December 31, 2020, compared with the year ended December 31, 2019. Average loans for 2020 were positively impacted by the branch purchase transaction on November 15, 2019, which included $126.8 million in loans at the time of purchase, along with loan growth during 2020 and 2019, as well as $42.4 million of loans originated under the SBA Paycheck Protection Program (\u201cPPP\u201d) in 2020. After forgiveness and paydowns, PPP loans declined to $20.3 million at December 31, 2020.\n\u25cf\nNet interest margin decreased four basis points to 3.36% for the year ended 2020 compared with 3.40% in the year ended December 31, 2019. The yield on earning assets decreased to 4.20% in 2020, compared to 4.76% in 2019. The yield on earning assets was negatively impacted by falling interest rates on the Bank\u2019s fed funds, certain floating rate investment securities, and loans with variable rate pricing features as the Federal Reserve lowered the federal funds target rate by 75 basis points i", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax expense, deferred tax, tax law. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02434", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULT OF OPERATIONS\nYou should read the following discussion and analysis of our financial condition and plan of operations together with and our consolidated financial statements and the related notes appearing elsewhere in this Annual Report on Form 10-K. In addition to historical information, this discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those discussed below. Factors that could cause or contribute to such differences include, but are not limited to, those identified below, and those discussed in the section titled \u201cRisk Factors\u201d included elsewhere in this Annual Report on Form 10-K. All amounts in this report are in U.S. dollars, unless otherwise noted.\nOverview\nWe are a developmental stage biopharmaceutical company focused on merging traditional therapeutics with psychedelic research. We seek to acquire assets to license and fund research which we believe will be transformative to the well-being of patients and the health care industry, and we are committed to developing innovative solutions to address a variety of underserved conditions. In these uncertain times, the mental health of the nation and beyond is being put to the test. More than ever, creative new therapies are needed to address the health challenges of today. Combining our resources with world-class medical research partners, we hope to make significant advances in the medical and psychedelic space.\nOur strategy is to acquire and/or develop intellectual property or technology rights from leading universities and researchers to treat rare diseases, including the use of psychedelic drugs, such as psilocybin, and the potential benefits they may have in certain cases involving depression, mental health issues and neurological disorders. We intend to focus on merging traditional therapeutics with psychedelic research for people suffering from indications such as depression, PTSD, Parkinson\u2019s, and other rare neurological disorders. Our mission is to identify assets to license and fund the research which we believe will be transformative to the well-being of patients and the health care industry.\nThe potential of psilocybin therapy in mental health conditions has been demonstrated in a number of academic-sponsored studies over the last decade. In these early studies, it was observed that psilocybin therapy provided rapid reductions in depression symptoms after a single high dose, with antidepressant effects lasting for up to at least six months for a number of patients. These studies assessed symptoms related to depression and anxiety through a number of widely used and validated scales. The data generated by these studies suggest that psilocybin is generally well-tolerated and has the potential to treat depression when administered with psychological support.\nWe have recently engaged in discussions with a number of world-renowned educational institutions and advisors regarding potential opportunities and have formed a scientific advisory board that is intended to help advise management regarding potential acquisition and development of products. In addition, we entered into certain sponsored research and/or license agreements, as more fully described below, and are seeking to enter into additional scientific research agreements and partnerships with other universities.\nLicense Agreements\nLicense Agreement with the University of Baltimore, Maryland\nOn February 12, 2021, we entered the UMB License Agreement with the UMB pursuant to which UMB granted us an exclusive, worldwide, sublicensable, royalty-bearing license to certain intellectual property (i) to make, have made, use, sell, offer to sell, and import certain licensed products and (ii) to use the invention titled, \u201cCentral nervous system-homing peptides in vivo and their use for the investigation and treatment of multiple s", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1514183_2020.htm (CIK: 1514183, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02435", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\nA smaller reporting company is not required to provide the information in this Item.\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1414382_2020.htm (CIK: 1414382, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02436", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data.\nINDEX TO CONSOLIDATED FINANCIAL STATEMENTS\nREPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS\nCONSOLIDATED BALANCE SHEETS\nCONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS\nCONSOLIDATED STATEMENTS OF CASH FLOWS\nCONSOLIDATED STATEMENTS OF SHAREHOLDERS\u2019 EQUITY\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n\u200e\nManagement\u2019s Report on Internal Control over Financial Reporting\nThe management of CryoLife, Inc. and subsidiaries (\u201cCryoLife\u201d or \u201cwe\u201d) is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. CryoLife\u2019s internal control system was designed to provide reasonable assurance to CryoLife\u2019s management and Board of Directors regarding the preparation and fair presentation of published financial statements.\nOn September 2, 2020 we completed the acquisition of 100% of the outstanding equity of Ascyrus Medical LLC, (\u201cAscyrus\u201d), a privately held company. As permitted by SEC guidance, we excluded Ascyrus from management\u2019s assessment of internal control over financial reporting as of December 31, 2020. Ascyrus, which is included in the 2020 consolidated financial statements of CryoLife, constituted $138.7 million and $136.1 million of total assets and net assets, respectively, as of December 31, 2020 and $1.2 million and $1.0 million of revenues and gross margin, respectively, for the year then ended. Ascyrus will be included in management\u2019s assessment of the internal control over financial reporting as of December 31, 2021.\nAll internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.\nCryoLife management assessed the effectiveness of CryoLife\u2019s internal control over financial reporting as of December 31, 2020. In making this assessment, we used the criteria set forth in the Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Based on this assessment, we have determined that, as of December 31, 2020, our internal control over financial reporting was effective based on those criteria.\nCryoLife\u2019s independent registered public accounting firm, Ernst & Young, LLP, has issued an audit report on the effectiveness of CryoLife\u2019s internal control over financial reporting as of December 31, 2020.\nCryoLife, Inc.\nFebruary 22, 2021\n\u200e\nReport of Independent Registered Public Accounting Firm\nTo the Shareholders and the Board of Directors of CryoLife, Inc.\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheets of CryoLife, Inc. and subsidiaries (the Company) as of December 31, 2020 and 2019, the related consolidated statements of operations and comprehensive loss, cash flows and shareholders' equity for each of the three years in the period ended December 31, 2020, and the related notes (collectively referred to as the \u201cconsolidated financial statements\u201d). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with U.S. generally accepted accounting principles.\nWe also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2020, based on c", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 784199_2020.htm (CIK: 784199, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02437", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data\nThe following table presents selected consolidated income statement data and ending balance sheet data for each of the five years ended through December 31, 2020:\n(a)In 2020, White Mountains recognized $746 of net investment income and realized and unrealized investment gains from its investment in MediaAlpha. In 2019, White Mountains recognized $256 of net investment income, realized gains and unrealized investment gains from its investment in MediaAlpha. MediaAlpha, which was consolidated prior to the 2019 MediaAlpha Transaction, recognized revenues of $49, $297 and $163 in 2019, 2018 and 2017. NSM, which was acquired in 2018, recognized revenues of $285, $233 and $102 in 2020, 2019 and 2018. Kudu, which was consolidated subsequent to the Kudu Transaction in 2019, recognized revenues of $46 in 2020, compared to $21 in 2019. Other Operations recognized net realized and unrealized investment (losses) gains, excluding MediaAlpha, of $(9), $220, $(101), $133 and $(28) in 2020, 2019, 2018, 2017 and 2016, respectively, which contributed to the changes in revenues.\n(b)NSM recognized expenses of $298, $235 and $107 in 2020, 2019 and 2018 for the period owned by White Mountains. MediaAlpha recognized cost of sales of $41, $245 and $136 in 2019, 2018 and 2017. Kudu recognized expense of $18 and $10 in 2020 and 2019 for the period consolidated by White Mountains. White Mountains\u2019s Other Operations segment recognized general and administrative expenses of $142, $123, $94, $149 and $124 in 2020, 2019, 2018, 2017 and 2016.\n(c)The income tax benefit in 2020 includes $131 million from the release of a deferred tax liability as a result of an internal reorganization in connection with the MediaAlpha IPO.\n(d)White Mountains reported $45, $34, $52, $40 and $38 of non-controlling interest loss related to BAM in 2020, 2019, 2018, 2017 and 2016. Amount for 2017 also includes non-controlling interests in OneBeacon prior to its sale in 2017.\n(e)As a result of the sales of OneBeacon Insurance Group, Ltd. (\u201cOneBeacon\u201d), Sirius International Insurance Group, Ltd. (\u201cSirius Group\u201d) and Tranzact Holdings, LLC (\u201cTranzact\u201d), White Mountains has reclassified the results from these businesses for the past five years in the table above to discontinued operations, net of tax. In 2018, discontinued operations, net of tax, includes a loss from sale of Sirius Group of $17 for the recognition of a contingent liability related to the sale. In 2017, discontinued operations, net of tax, includes a gain from sale of OneBeacon of $555 and income of $21 and a (loss) gain from sale of Sirius Group. In 2016, discontinued operations, net of tax, includes a gain from sale of Sirius Group and Tranzact of $363 and $52, respectively, and net income of $108 primarily related to the operations of OneBeacon. See Note 19 - \u201cHeld for Sale and Discontinued Operations\u201d on page.\n(f)White Mountains\u2019s total assets increased in 2020, compared to 2019, driven primarily by the increase in the fair value of White Mountains investment in MediaAlpha and NSM\u2019s acquisition of Kingsbridge. White Mountains\u2019s total assets increased in 2019, compared to 2018, as a result of NSM\u2019s acquisitions of Embrace and the Renewal Rights from AIG and the Kudu Transaction. White Mountains\u2019s total assets decreased as a result of share repurchases in 2018, 2017 and 2016, and the sales of OneBeacon in 2017 and Sirius Group in 2016.\n(g)White Mountains\u2019s total debt increased in 2020, compared to 2019, driven primarily by borrowings under the NSM Bank Facility for the acquisition of Kingsbridge. White Mountains\u2019s total debt increased in 2019, compared to 2018, as a result of borrowings under the NSM Bank Facility and the Kudu Bank Facility. See Note 5 - \u201cDebt\u201d on page.\n(h)White Mountains\u2019s non-controlling interests includes the policyholders\u2019 surplus of BAM. White Mountains\u2019s non-controlling interests in 2016 also included amounts related to OneBeacon prior to its sale. Note 12 - \u201cComm", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, deferred tax, tax benefit, tax liability. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02438", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nCAUTIONARY STATEMENT FOR PURPOSES OF THE SAFE HARBOR PROVISIONS\nOF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995\nThis Annual Report on Form 10-K contains and our other publicly available documents may contain, and our officers, directors and other representatives may from time to time make, \"forward-looking statements\" within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as \"anticipate,\" \"intend,\" \"plan,\" \"goal,\" \"seek,\" \"believe,\" \"project,\" \"estimate,\" \"expect,\" \"strategy,\" \"future,\" \"likely,\" \"may,\" \"should,\" \"will\" and similar references to future periods. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our businesses, financial condition and results of operations, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not place undue reliance on any forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements are discussed or identified in our public filings made with the U.S. Securities and Exchange Commission, including in this \"Risk Factors\" discussion. Any forward-looking statements made by us in this Annual Report on Form 10-K are based only on information currently available to us and speak only as of the date on which the statement is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise, except as required by applicable law.\nReference to this (\"Cautionary Statement\") in the context of a forward-looking statement shall be deemed to be a statement that any one or more of the following factors may cause actual results to differ materially from those indicated in the forward-looking statement.\nThe following risk factors are in addition to any other cautionary statements, written or oral, which may be made or referred to in connection with any particular forward-looking statement. The following risk factors should not be construed as exhaustive.\nRisks Related to Operating Our Business\nOur revenues, results of operations and cash flows could be materially and adversely affected by changes in commodity prices.\nOur revenues, results of operations and cash flows are affected by market prices for commodities such as crude oil, natural gas, ethanol, fertilizer, grain, oilseed, flour, and crude and refined vegetable oils. Commodity prices generally are affected by a wide range of factors beyond our control, including weather, plant disease, insect damage, drought, availability and adequacy of supply, availability of a reliable rail and river transportation network, outbreaks of disease, government regulation and policies, global trade disputes, and general political and economic conditions. We are also exposed to fluctuating\ncommodity prices as the result of our inventories of commodities, typically grain, fertilizer and petroleum products, and purchase and sale contracts at fixed or partially fixed prices. At any time, our inventory levels and unfulfilled fixed or partially fixed price contract obligations may be substantial. We have processes in place to monitor exposures to these risks and engage in strategies, such as hedging, to manage these ri", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 823277_2020.htm (CIK: 823277, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02439", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nYou should consider carefully each of the following business and investment risk factors and all of the other information in this report. If any of the following risks and uncertainties develops into actual events, the business, financial condition or results of our operations could be materially and adversely affected. If that happens, the trading price of our shares of common stock could decline significantly. The risk factors below contain forward-looking statements regarding our business. Actual results could differ materially from those set forth in the forward-looking statements. See \"Special Note Regarding Forward-Looking Information.\"\nRisk Related to the Covid-19 pandemic\nThe Company\u2019s operation has not been materially and adversely impacted by the Covid-19 pandemic. While the Company is able to continue operations as a public reorganized shell corporation with the purpose to acquire or merge with an existing business operation that can operate with some of the staff working from home and minimal staff at the office as long as they maintain social distancing. Until this stay at home order is lifted the Company will continue to follow social distancing order. The Company is unable to predict the impact of the Covid-19 pandemic at this time.\nRisk Related to the Company's Future Business\nWe give no assurances that any plans for future business will be implemented if we do not secure adequate financing or find profitable business opportunities.\nOur ability to implement and execute our future business plans and ultimately generate enough business revenue is directly influenced by our ability to secure adequate financing or find profitable business opportunities. If we do not receive funding from future investors or find profitable business opportunities, we will experience delays in our business plans and, ultimately, in our profitability going forward.\nWe will continue to incur significant costs as a result of remaining as a public reorganized company, and management will be required to devote substantial time to new compliance requirements.\nAs a public company, we incur significant legal, accounting and other expenses under the Sarbanes-Oxley Act of 2002, together with rules implemented by the Securities and Exchange Commission and applicable market regulators. These rules impose various requirements on public companies, including requiring certain corporate governance practices. Management and other personnel will need to devote a substantial amount of time to these new compliance requirements. Moreover, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time consuming and costlier.\nIn addition, the Sarbanes-Oxley Act requires, among other things, that we maintain effective internal controls for financial reporting and disclosure controls and procedures. In particular, we must perform system and process evaluations and testing of our internal controls over financial reporting to allow management and our registered independent public accounting firm to report on the effectiveness of our internal controls over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act. Our testing, or the subsequent testing by our registered independent public accounting firm, may reveal deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses. Compliance with Section 404 may require that we incur substantial accounting expenses and expend significant management efforts. If we are not able to comply with the requirements of Section 404 in a timely manner, or if our registered independent accountants later identify deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses, the market price of our stock could decline and we could be subject to sanctions or investigations by the SEC or other applicable regulatory authorities.\nRisks Related to the ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1392449_2020.htm (CIK: 1392449, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02440", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nAs a \u201csmaller reporting company,\u201d as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information called for by this Item.\nITEM 1B.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1759424_2020.htm (CIK: 1759424, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02441", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data.\nPage\nReport of Independent Registered Public Accounting Firm on Consolidated Financial Statements\nConsolidated Statements of Operations\nConsolidated Balance Sheets\nConsolidated Statements of Stockholders\u2019 Equity\nConsolidated Statements of Cash Flows\nNotes to Consolidated Financial Statements\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nTo the shareholders and the Board of Directors of Full House Resorts, Inc.\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheets of Full House Resorts, Inc. and subsidiaries (the \u201cCompany\u201d) as of December 31, 2020 and 2019, the related consolidated statements of operations, stockholders\u2019 equity, and cash flows, for each of the two years in the period ended December 31, 2020, and the related notes (collectively referred to as the \u201cfinancial statements\u201d). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.\nBasis for Opinion\nThese financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company\u2019s internal control over financial reporting. Accordingly, we express no such opinion.\nOur audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\nCritical Audit Matter\nThe critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.\nIncome Taxes- Valuation Allowance- Refer to Note 8 to the financial statements\nCritical Audit Matter Description\nThe Company provides valuation allowances against deferred tax assets when it is deemed \u201cmore likely than not\u201d that so", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, deferred tax. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02442", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8 - CONSOLIDATED FINANCIAL STATEMENTS AND\nSUPPLEMENTARY DATA\nINDEX TO CONSOLIDATED FINANCIAL STATEMENTS\nReport of Independent Registered Public Accounting Firm\nTo the Stockholders and Board of Directors of Lear Corporation\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheets of Lear Corporation and subsidiaries (the Company) as of December 31, 2020 and 2019, the related consolidated statements of income, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2020, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the \"consolidated financial statements\"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with U.S. generally accepted accounting principles.\nWe also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 10, 2021, expressed an unqualified opinion thereon.\nBasis for Opinion\nThese financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company\u2019s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\nCritical Audit Matter\nThe critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosure to which it relates.\nRevenue recognition\nDescription of the MatterAs discussed in Note 3, Summary of Significant Accounting Policies, the Company\u2019s sales contracts with its customers may provide for annual price reductions over the production life of the vehicle. Prices may also be adjusted on an ongoing basis to reflect changes in product content, product cost and other commercial factors. Some of these price", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 842162_2020.htm (CIK: 842162, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02443", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data\nSelected Historical Financial Information of the Company\nFor the years ended December 31, 2020 and 2019, the selected financial data is derived from our audited consolidated financial statements, other than non-GAAP financial measures and selected quarterly financial information, which are unaudited, and should be read in conjunction with the consolidated financial statements and accompanying notes included in \u201cItem 15. Exhibits and Financial Statement Schedules\u201d and \u201cItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1717547_2020.htm (CIK: 1717547, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02444", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\nReference is made to \u201cPart I. Item 1A. Risk Factors\u201d and \u201cCautionary Statement Regarding Forward-Looking Statements,\u201d which describe important factors that could cause actual results to differ from expectations and non-historical information contained herein. In addition, the following discussion should be read in conjunction with the audited consolidated financial statements and accompanying notes thereto of Charter included in \u201cPart II. Item 8. Financial Statements and Supplementary Data.\u201d\nOverview\nWe are a leading broadband connectivity company and cable operator serving more than 31 million customers in 41 states through our Spectrum brand. Over an advanced high-capacity, two-way telecommunications network, we offer a full range of state-of-the-art residential and business services including Spectrum Internet, TV, Mobile and Voice. For small and medium-sized companies, Spectrum Business delivers the same suite of broadband products and services coupled with special features and applications to enhance productivity, while for larger businesses and government entities, Spectrum Enterprise provides highly customized, fiber-based solutions. Spectrum Reach delivers tailored advertising and production for the modern media landscape. We also distribute award-winning news coverage, sports and high-quality original programming to our customers through Spectrum Networks and Spectrum Originals. See \u201cPart I. Item 1. Business - Products and Services\u201d for further description of these services, including customer statistics for different services.\nThe COVID-19 pandemic and measures taken to prevent its spread impacted our business and presented significant challenges throughout 2020. To reduce the transmission of COVID-19, federal, state and local governments implemented a wide range of restrictions on business and individual activities, including closures or limitations on the operations of businesses along with restrictions on large gatherings, travel and other actions to promote or enforce physical distancing. Despite these restrictions, we have continued to deliver our services uninterrupted across our footprint. The pandemic has significantly impacted how our customers use our products and services, how they interact with us, and how our employees work and provide services to our customers. The impacts of COVID-19 have significantly impacted our results of operations during the year ended December 31, 2020 and we expect that there will continue to be impacts through 2021.\n\u2022Beginning in March 2020, we offered our customers a set of programs, including our Remote Education Offer (\u201cREO\u201d) pursuant to which new customers with students or educators in the household were eligible to receive our Internet service for free for 60 days; and the Keep Americans Connected (\u201cKAC\u201d) pledge which paused collection efforts and related disconnects for residential and small and medium business (\u201cSMB\u201d) customers with COVID-19 related payment challenges through June 30, 2020. These programs resulted in higher customer net additions in 2020 than prior year with retention rates for these customers similar to our average customer base. In an effort to assist COVID-19 impacted customers with overdue balances at the end of the KAC and certain state-mandated programs, we waived approximately $102 million of receivables which was recorded as a reduction of revenue.\n\u2022The interruption of professional sports seasons resulted in $163 million lower programming expenses as a result of estimated sports rebates from sports programming networks as a result of canceled sporting events and a $217 million reduction in regulatory, connectivity and produced content costs as a result of a shortened 2020 baseball season and a delay to the start of the 2020-2021 basketball season which will push some expense that otherwise would have been recognized in 2020 to 2021 and beyond. In the t", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1091667_2020.htm (CIK: 1091667, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02445", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION.\nThe information required by Item 11 will be included in the Company\u2019s definitive proxy statement to be filed with the SEC relating to the Company\u2019s 2021 Annual Meeting of Stockholders and is incorporated herein by reference.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 49600_2020.htm (CIK: 49600, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02446", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nHealthtech Solutions (including Medi-Scan, Inc. on a pro forma basis for periods prior to the acquisition of Medi-Scan by Healthtech Solutions) paid compensation for services as an officer or director to only two persons during 2020. The table below sets forth the annual compensation paid or accrued by the Company for payment to those two persons during the Company's last two fiscal years. No compensation was paid in 2018.\n_____________________________\n(1) Represents payments of $10,000 per month commencing in May 2020 made to the law firm of Manuel E. Iglesias, P.A. as compensation for Mr. Iglesias' services as COO.\nEmployment Agreements\nRichard Parker. Medi-Scan executed a Chief Research Officer Agreement dated December 18, 2018 with 6 Sigma, LLC, whose manager is Richard Parker. The Agreement provides that Mr. Parker will be designated Chief Research Officer of Medi-Scan, responsible for supervising the fulfillment of Medi-Scan's research and development programs. In particular, subject to approval of Medi-Scan's Chief Operating Officer, Mr. Parker is authorized to supervise Medi-Scan's research and development personnel, and to pursue such research projects as are determined by the COO. The Agreement provides for base compensation of $72,000 per year, and provided Mr. Parker a dilutable 25% interest in Medi-Scan. The Agreement may be terminated by Medi-Scan for cause and by Mr. Parker at will.\nAll of our other officers serve on an at-will basis.\nCompensation of Directors\nHealthtech Solutions, Inc. did not pay or accrue any obligation to the members of its Board of Directors for services during any of the past three fiscal years.\nEquity Grants\nHealthtech Solutions, Inc. has not adopted any equity grant program. The Company\u2019s executive officers hold no stock options or unvested stock awards, and held none at any time during the years ended December 31, 2020, 2019 or 2018.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1307624_2020.htm (CIK: 1307624, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02447", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A.RISK FACTORS.\nThe material risks that management believes affect the Company are described below. You should carefully consider the risks as described below, together with all of the information included herein. The risks described below are not the only risks the Company faces. Additional risks not presently known also may have a material adverse effect on the Company\u2019s 9results of operations and financial condition.\nChanges in interest rates may adversely affect our profitability and financial condition.\nWe derive our income mainly from the difference or \u201cspread\u201d between the interest earned on loans, securities and other interest-earning assets and interest paid on deposits, borrowings and other interest-bearing liabilities. In general, the larger the spread, the more we earn. When market rates of interest change, the interest we receive on our assets and the interest we pay on our liabilities will fluctuate. This can cause decreases in our spread and can adversely affect our income. From an interest rate risk perspective, we have generally been liability sensitive, which indicates that liabilities generally re-price faster than assets.\nIn response to improving economic conditions, the FRB\u2019s Open Market Committee had slowly increased its federal funds rate target from a range of 0.00% - 0.25% that was in effect for several years to the target range of 2.25% - 2.50% that was in effect at March 31, 2019. However, as the result of the COVID-19 pandemic and the related adverse local and economic consequences, the target range was decreased to the range of 0.00% - 0.25% at March 31, 2020.\nInterest rates also affect how much money we lend. For example, when interest rates rise, the cost of borrowing increases and loan originations tend to decrease. In addition, changes in interest rates can affect the average life of loans and securities. For example, a reduction in interest rates generally results in increased prepayments of loans and mortgage-backed securities, as borrowers refinance their debt in order to reduce their borrowing cost. This causes reinvestment risk, because we generally are not able to reinvest prepayments at rates that are comparable to the rates we earned on the prepaid loans or securities in a declining rate environment.\nChanges in market interest rates also impact the value of our interest-earning assets and interest-bearing liabilities. In particular, the unrealized gains and losses on securities available for sale are reported, net of taxes, as accumulated other comprehensive income which is a component of stockholders\u2019 equity. Consequently, declines in the fair value of these instruments resulting from changes in market interest rates may adversely affect stockholders\u2019 equity.\nUncertainty surrounding the elimination of LIBOR and the proposed transition to SOFR may adversely affect our business.\nThe U.S. dollar-denominated London Interbank Offered Rate (\"LIBOR\") is used to calculate interest rates for numerous types of debt obligations, including personal and commercial loans, interest rate swaps, and other derivative products, making it a primary metric in the global banking system. The U.K. Financial Conduct Authority (\"FCA\") has determined that LIBOR should no longer be used as a benchmark rate. In anticipation of the elimination of LIBOR, the U.S. Federal Reserve established the Alternative Reference Rates Committee (\"ARRC\") to select a replacement index for U.S. Dollar LIBOR.\nARRC, comprised of a group of large domestic banks and regulators, has voted to use a benchmark, known as the Secured Overnight Financing Rate (\"SOFR\"). SOFR is based on short-term loans backed by Treasury securities, known as repurchase agreements or \"repo\" trades. ARRC has announced a paced transition plan for this new rate, including specific steps and timelines designed to encourage adoption of SOFR. As of March 31, 2020, we have exposure to approximately $23.6 million of financial assets and liabilities, including off", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1016178_2020.htm (CIK: 1016178, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02448", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. Risk Factors\nOur operations and structure involve various risks that could adversely affect our business and financial condition, including but not limited to, our financial position, results of operations, cash flow, ability to make distributions and payments to security holders and the market value of our securities. These risks relate to Prologis as well as our investments in consolidated and unconsolidated entities and include among others, (i) risks related to our global operations (ii) risks related to our business; (iii) risks related to financing and capital; (iv) risks related to income taxes; and (v) general risks.\nRisks Related to our Global Operations\nAs a global company, we are subject to social, political and economic risks of doing business in many countries.\nWe conduct a significant portion of our business and employ a substantial number of people outside of the U.S. During 2020, we generated approximately $484 million or 10.9% of our consolidated revenues from operations outside the U.S. Circumstances and developments related to international operations that could negatively affect us include, but are not limited to, the following factors:\n\u2022\ndifficulties and costs of staffing and managing international operations in certain geographies, including differing employment practices and labor issues;\n\u2022\nlocal businesses and cultural factors that differ from our usual standards and practices;\n\u2022\nvolatility in currencies and currency restrictions, which may prevent the transfer of capital and profits to the U.S.;\n\u2022\nchallenges in establishing effective controls and procedures to regulate operations in different geographies and to monitor compliance with applicable regulations, such as the Foreign Corrupt Practices Act, the United Kingdom (\u201cU.K.\u201d) Bribery Act and other similar laws;\n\u2022\nunexpected changes in regulatory requirements, taxes, tariffs, trade wars and laws within the countries in which we operate;\n\u2022\npotentially adverse tax consequences;\n\u2022\nthe responsibility of complying with multiple and potentially conflicting laws, e.g., with respect to corrupt practices, employment and licensing;\n\u2022\nthe impact of regional or country-specific business cycles and economic instability, including government shutdowns, uncertainty in the U.K., or further withdrawals from the European Union or other international trade alliances or agreements;\n\u2022\npolitical instability, uncertainty over property rights, civil unrest, drug trafficking, political activism or the continuation or escalation of terrorist or gang activities;\n\u2022\nforeign ownership restrictions in operations with the respective countries; and\n\u2022\naccess to capital may be more restricted, or unavailable on favorable terms or at all in certain locations.\nIn addition, we may be impacted by the ability of our non-U.S. subsidiaries to dividend or otherwise transfer cash among our subsidiaries due to currency exchange control regulations, transfer pricing regulations and potentially adverse tax consequences, among other factors.\nCompliance or failure to comply with regulatory requirements could result in substantial costs.\nWe are required to comply with many regulations in different countries, including (but not limited to) the Foreign Corrupt Practices Act, the U.K. Bribery Act and similar laws and regulations. Our properties are also subject to various federal, state and local regulatory requirements, such as the Americans with Disabilities Act and state and local fire and life-safety requirements. Noncompliance could result in the imposition of governmental fines or the award of damages to private litigants. While we believe that we are currently in material compliance with these regulatory requirements, the requirements may change or new requirements may be imposed that could require significant unanticipated expenditures by us.\nDisruptions in the global capital and credit markets may adversely affect our operating results and financial condition.\nTo the extent there is tu", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1045610_2020.htm (CIK: 1045610, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02449", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations\nYou should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and related notes thereto included elsewhere in this Annual Report on Form 10-K. Some of the information contained in this discussion and analysis or set forth elsewhere in this Annual Report on Form 10-K, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks and uncertainties. As a result of many factors, including those factors set forth in the \"Risk Factors\" section of this Annual Report on Form 10-K, our actual results could differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.\nReferences in the following discussion to \"we,\" \"our,\" \"us,\" \"Mirati\" or \"the Company\" refer to Mirati Therapeutics, Inc. and its subsidiaries.\nCompany Overview\nMirati Therapeutics, Inc. is a clinical-stage oncology company developing novel therapeutics to address the genetic and immunological promoters of cancer. MRTX849 is an investigational, selective, specific, potent and orally available KRAS G12C inhibitor in clinical development as a monotherapy and in combination with other agents. Adagrasib is the provisionally filed nonproprietary name for MRTX849. MRTX1133 is an investigational, selective, specific and potent KRAS G12D inhibitor in preclinical development. Sitravatinib is an investigational spectrum-selective kinase inhibitor designed to potently inhibit receptor tyrosine kinases (\"RTK\"s) and enhance immune responses through the inhibition of immunosuppressive signaling. We also have additional preclinical discovery programs which include potentially first-in-class and best-in-class product candidates specifically designed to address mutations and tumors where few treatment options exist. We approach each of our discovery and development programs with a singular focus: to translate our deep understanding of the molecular drivers of cancer into better therapies and better outcomes for patients.\nCritical Accounting Policies and Significant Judgments and Estimates\nOur discussion and analysis of financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires us to make significant estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses and related disclosures. On an ongoing basis, our actual results may differ significantly from our estimates.\nWhile our significant accounting policies are more fully described in Note 2 to our consolidated financial statements appearing elsewhere in this Annual Report on Form 10-K, we believe the following accounting policies to be critical to the judgments and estimates used in the preparation of our consolidated financial statements.\nRevenue Recognition\nUnder Accounting Standards Codification (\"ASC\") Topic 606 (\"Topic 606\"), we recognize revenue when our customer obtains control of promised goods or services, in an amount that reflects the consideration that the entity expects to receive in exchange for those goods or services. To determine revenue recognition for contracts with customers, we perform the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. We only apply the five-step model to contracts when it is probable that we will collect the consideration we are en", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1576263_2020.htm (CIK: 1576263, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02450", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nInvesting in our common stock involves a high degree of risk. You should carefully consider the risks described below, as well as the other information in this Annual Report, including our financial statements and the related notes thereto and \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations,\u201d before deciding whether to invest in our common stock. The occurrence of any of the events or developments described below could harm our business, financial condition, operating results, and growth prospects. In such an event, the market price of our common stock could decline, and you may lose all or part of your investment. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations.\nRISKS RELATED TO OUR BUSINESS AND INDUSTRY\nIf we are unable to obtain additional funding, we may be forced to cease operations.\nWe have experienced net losses every year since inception. In April 2019, the Company entered into an Agreement and Plan of Merger (the \u201cMerger Agreement\u201d) with Oncotelic Inc., a clinical-stage biopharmaceutical company developing investigational drugs for the treatment of orphan oncology indications and the Company\u2019s wholly-owned subsidiary Oncotelic Acquisition Corporation (the \u201cMerger Sub\u201d). Upon the terms of and subject to the satisfaction of the conditions described in the Merger Agreement, the Merger Sub would be merged with and into Oncotelic Inc. (the \u201cMerger\u201d), with Oncotelic Inc. surviving the Merger as a wholly-owned subsidiary of the Company. In April 2019, the Company completed the Merger and Oncotelic Inc. became a wholly-owned subsidiary of the Company. The Merger was treated as a recapitalization and reverse acquisition for financial accounting purposes. Oncotelic is considered the acquirer for accounting purposes, and the Company\u2019s historical financial statements before the Merger have been replaced with the historical financial statements of Oncotelic Inc. prior to the Merger in the financial statements and filings with the Securities and Exchange Commission. Even though Oncotelic Inc. is considered as the acquirer for accounting purposes, the Company, as of December 31, 2020, had an accumulated deficit of approximately $22.1 million, including a net loss of approximately $10 million in 2020. We have no source of product revenue and do not expect to receive any product revenue in the near future except if we generate product revenues from Artemisinin in countries around the globe other than India. We may generate revenues from services rendered in the future, but we cannot expect that to be a regular and of recurring nature. If we remain in business, we expect to incur additional operating losses over the next several years, principally as a result of our plans to continue clinical trials for our investigational drugs. As of December 31, 2020, we had approximately $474,000 in cash and current liabilities of approximately $11.2 million, of which $1.3 million pertains to Oncotelic\u2019s liabilities prior to the Merger and $2.6 million of contingent liabilities that would be issuable in shares of common stock of the Company to the PointR shareholders upon satisfaction of certain conditions. Based on our planned operations, we expect our cash to only support our operations for a short period of time. Therefore, we will need to secure near-term funding, or we would be forced to curtail or terminate operations. Because we do not currently have a guaranteed source of capital that will sustain operations for at least the next twelve months, Management has determined that there is substantial doubt about our ability to continue as a going concern.\nThe principal source of our working capital to date has been the proceeds from the sale of equity and debt, a substantial portion of which has been provided by officers and certain insiders. If we are unable to access additional funds in the near", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 908259_2020.htm (CIK: 908259, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02451", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\nThe following discussion should be read in conjunction with the condensed financial statements and the notes thereto of the United States Oil Fund, LP (\u201cUSO\u2019) included elsewhere in this annual report on Form 10-K.\nForward-Looking Information\nThis annual report on Form 10-K, including this \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations,\u201d contains forward-looking statements regarding the plans and objectives of management for future operations. This information may involve known and unknown risks, uncertainties and other factors that may cause USO\u2019s actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. USO believes these factors include, but are not limited to, the following: changes in inflation in the United States; movements in U.S. and foreign currencies; significant market volatility in the crude oil markets and futures markets attributable to the COVID-19 pandemic, disputes among oil-producing countries over the potential limits on the production of crude oil, a corresponding collapse in demand for crude oil and a lack of on-land storage for crude oil.; uncertainties associated with the impact from the coronavirus (COVID-19) pandemic, including: its impact on the global and U.S. capital markets and the global and U.S. economy, the length and duration of the COVID-19 outbreak in the United States as well as worldwide and the magnitude of the economic impact of that outbreak, the effect of the COVID-19 pandemic on USO's business prospects, including its ability to achieve its objectives, and the effect of the disruptions caused by the COVID-19 pandemic on our ability to continue to effectively manage our business. Forward-looking statements, which involve assumptions and describe USO\u2019s future plans, strategies and expectations, are generally identifiable by use of the words \u201cmay,\u201d \u201cwill,\u201d \u201cshould,\u201d \u201cexpect,\u201d \u201canticipate,\u201d \u201cestimate,\u201d \u201cbelieve,\u201d \u201cintend\u201d or \u201cproject,\u201d the negative of these words, other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and USO cannot assure investors that the projections included in these forward-looking statements will come to pass. USO\u2019s actual results could differ materially from those expressed or implied by the forward-looking statements as a result of various factors.\nUSO has based the forward-looking statements included in this annual report on Form 10-K on information available to it on the date of this annual report on Form 10-K, and USO assumes no obligation to update any such forward-looking statements. Although USO undertakes no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, investors are advised to consult any additional disclosures that USO may make directly to them or through reports that USO files in the future with the Securities and Exchange Commission (the \u201cSEC\u201d), including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.\nIntroduction\nUSO, a Delaware limited partnership, is a commodity pool that issues shares that may be purchased and sold on the NYSE Arca. The investment objective of USO is for the daily changes in percentage terms of its shares\u2019 per share NAV to reflect the daily changes in percentage terms of the spot price of light, sweet crude oil delivered to Cushing, Oklahoma, as measured by the daily changes in the price of the futures contract for light, sweet crude oil traded on the NYMEX that is the near month contract to expire, except when the near month contract is within two weeks of expiration, in which case it will be measured by the futures contract that is the next month contract to expire (the \u201c", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1327068_2020.htm (CIK: 1327068, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02452", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7.\nMANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nThis Management's Discussion and Analysis of Financial Condition and Results of Operations should be read together with \u201cBusiness\u201d in Part I, Item 1 of this Annual Report on Form 10-K, as well as the consolidated financial statements and notes thereto in Part II, Item 8 of this Annual Report on Form 10-K. This discussion contains forward-looking statements as a result of many factors, including those set forth under Part I, Item 1A. \u201cRisk Factors\u201d and Part I \u201cCautionary Note Regarding Forward-Looking Statements\u201d of this Annual Report on Form 10-K, and elsewhere in this report. These statements are based on current expectations and assumptions that are subject to risks and uncertainties. Actual results could differ materially from those discussed.\nEXECUTIVE OVERVIEW\nWe are a leading provider of high-service truckload transportation and logistics services. Our strategy is to focus on value-added, less commoditized portions of our customers\u2019 supply chains and thereby become embedded in their business processes. We believe disciplined planning and execution of our strategy will reduce the cyclicality and seasonality of our financial results through growth in higher margin, less volatile services, which in turn will enhance sustainable long-term earnings power and return on invested capital for our stockholders.\nOur four reportable segments are Expedited, Dedicated, Managed Freight, and Warehousing, each as described under \u201cReportable Operating Segments and Service Offerings\u201d in Part I, Item 1 of this Annual Report on Form 10-K. Consistent with our strategic plan, we have been allocating capital toward Dedicated, Managed Freight, and Warehousing, and away from Expedited (particularly non-dedicated, solo-driver refrigerated services) over the past several years and discontinued the solo-driver refrigerated services during 2020. Within our Dedicated reportable segment we have been reducing our business with less profitable customers while working to grow our relationships with customers that are more profitable. This approach has resulted in a reduction in revenue from 2019 to 2020, however, as more of that business is replaced, we expect to see improvements in both revenue and profitability. The table below reflects the total revenue trends in each of these reportable segments:\nDuring 2020 we strategically repositioned our enterprise around our reportable segments, reduced our fixed overhead and capital deployed in non-core businesses, flattened our management structure, and improved our margins on an adjusted basis. For perspective, our freight revenue was approximately the same on a fleet that averaged approximately 12% smaller than last year. At the same time, we paid down over $200 million in debt and lease obligations, which we believe will provide us significant flexibility in making future capital allocation decisions. The changes were not without cost, as for the year we incurred approximately $69 million non-cash restructuring related charges, including an approximately $44 million contingent loss charge in relation to our discontinued TFS factoring business in the fourth quarter of 2020. We exit 2020 more profitable and generating higher return on capital excluding the restructuring costs. Our mission for 2021 is clear: seat more of our tractors, continue to control costs, and improve the profitability of certain legacy contracts in our Dedicated segment that generate unacceptable returns.\nThe following is a summary of infrequent and non-cash transactions that occurred during 2020:\nOur consolidated financial results are summarized as follows:\n\u25cf\nTotal revenue was $838.6 million, compared with $885.4 million for 2019, and freight revenue (which excludes revenue from fuel surcharges) was $776.2 million, compared with $791.3 million for 2019;\n\u25cf\nOperating loss from continuing operations was $14.0 million, compared with operating income", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 928658_2020.htm (CIK: 928658, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02453", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A.\u2003RISK FACTORS\nInvestment in our Company involves risks. You should carefully consider the risks described below and the other information in this report and other filings that we make from time to time with the SEC, including our consolidated financial statements and accompanying notes. Any of the following risks could materially and adversely affect our business, financial condition, results of operations or liquidity. These risks are not the only risks we face. Our business, financial condition, results of operations or liquidity could also be adversely affected by additional factors that apply to all companies generally or by risks not currently known to us or that we currently view to be immaterial. We can provide no assurance and make no representation that our risk mitigation efforts, although we believe they are reasonable, will be successful.\nEconomic factors may reduce our customers\u2019 spending, impair our ability to execute our strategies and initiatives, and increase our costs and expenses, which could result in materially decreased sales or profitability.\nMany of our customers have fixed or low incomes and limited discretionary spending dollars. Any factor that could adversely affect their disposable income could decrease our customers\u2019 spending or cause them to shift their spending to our lower margin product choices, which could result in materially decreased sales and profitability. Factors that could reduce our customers\u2019 disposable income include but are not limited to high unemployment or underemployment levels or decline in real wages; inflation; higher fuel, energy, healthcare and housing costs, interest rates, consumer debt levels, and tax rates; tax law changes that negatively affect credits and refunds; lack of available credit; and decreases in, or elimination of, government subsidies such as unemployment and food assistance programs.\nMany of the economic factors listed above, as well as commodity rates; transportation, lease and insurance costs; wage rates; foreign exchange rate fluctuations; measures that create barriers to or increase the costs of international trade (including increased import duties or tariffs); changes in applicable laws and regulations; and other economic factors, also could impair our ability to successfully execute our strategies and initiatives, as well as increase our cost of goods sold and selling, general and administrative expenses (including real estate costs), and may have other adverse consequences that we are unable to fully anticipate or control, all of which may materially decrease our sales or profitability.\nOur plans depend significantly on strategies and initiatives designed to increase sales and profitability and improve the efficiencies, costs and effectiveness of our operations, and failure to achieve or sustain these plans could materially affect our results of operations.\nWe have short-term and long-term strategies and initiatives (such as those relating to merchandising, real estate and new store development, store formats, digital, shrink, sourcing, private brand, inventory management, supply chain, store operations, expense reduction, and technology) in various stages of testing, evaluation, and implementation, which are designed to continue to improve our results of operations and financial condition. The effectiveness of these initiatives is inherently uncertain, even when tested successfully, and is dependent on consistency of training and execution, workforce stability, ease of execution, and the absence of offsetting factors that can influence results adversely. Many of these factors are made even more challenging by the number and diverse geographic locations of our stores and distribution centers and our decentralized field management. Other risk factors described herein also could negatively affect general implementation. Failure to achieve successful or cost-effective implementation of our initiatives could materially adversely affect our bu", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: tax rate, tax law. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02454", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nReport of Independent Registered Public Accounting Firm\nTo the Shareholders and the Board of Directors of Stericycle, Inc.\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheets of Stericycle, Inc. (the Company) as of December 31, 2020 and 2019, the related consolidated statements of loss, comprehensive income (loss), changes in equity and cash flows for each of the three years in the period ended December 31, 2020, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the \u201cconsolidated financial statements\u201d). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with U.S. generally accepted accounting principles.\nWe also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company\u2019s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 25, 2021 expressed an unqualified opinion thereon.\nBasis for Opinion\nThese financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud and performing procedures that respond to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\nCritical Audit Matter\nThe critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the account or disclosure to which it relates.\nPART II\nValuation of Goodwill\nDescription of the MatterAt December 31, 2020, the Company\u2019s goodwill was $2,819.3 million. As disclosed in Note 7 to the consolidated financial statements, goodwill is tested for impairment at the reporting unit level annually as of October 1, or more frequently, if a triggering event occurs. The Company determined no reporting unit\u2019s carrying value was in excess of its respective fair value.\nAuditing management\u2019s", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 861878_2020.htm (CIK: 861878, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02455", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk\nFinancial Instruments and Risk Management\nThe company employs established risk management policies and procedures which seek to reduce the company\u2019s commercial risk exposure to fluctuations in commodity prices, interest rates, currency exchange rates and prices of the company\u2019s common stock with regard to common share repurchases and the company\u2019s deferred compensation stock plan. However, there can be no assurance that these policies and procedures will be successful. Although the instruments utilized involve varying degrees of credit, market and interest risk, the counterparties to the agreements are expected to perform fully under the terms of the agreements. The company monitors counterparty credit risk, including lenders, on a regular basis, but Ball cannot be certain that all risks will be discerned or that its risk management policies and procedures will always be effective. Additionally, in the event of default under the company\u2019s master derivative agreements, the non-defaulting party has the option to set off any amounts owed with regard to open derivative positions.\nWe have estimated our market risk exposure using sensitivity analysis. Market risk exposure has been defined as the changes in fair value of derivative instruments, financial instruments and commodity positions. To test the sensitivity of our market risk exposure, we have estimated the changes in fair value of market risk sensitive instruments assuming a hypothetical 10 percent adverse change in market prices or rates. The results of the sensitivity analyses are summarized below.\nCommodity Price Risk\nAluminum\nWe manage commodity price risk in connection with market price fluctuations of aluminum ingot through two different methods. First, we enter into container sales contracts that include aluminum ingot-based pricing terms that generally reflect the same price fluctuations included in commercial purchase contracts for aluminum sheet. The terms include fixed, floating or pass-through aluminum ingot component pricing. Second, we use derivative instruments such as option and forward contracts as economic and cash flow hedges of commodity price risk where there are material differences between sales and purchase contracted pricing and volume.\nConsidering the effects of derivative instruments, the company\u2019s ability to pass through certain raw material costs through contractual provisions, the market\u2019s ability to accept price increases and the company\u2019s commodity price exposures under its contract terms, a hypothetical 10 percent adverse change in the company\u2019s aluminum prices would result in an estimated $4 million after-tax reduction in net earnings over a one-year period. Additionally, the company has currency exposures on raw materials and the effect of a 10 percent adverse change is included in the total currency exposure discussed below. Actual results may vary based on actual changes in market prices and rates.\nInterest Rate Risk\nOur objective in managing exposure to interest rate changes is to minimize the impact of interest rate changes on earnings and cash flows and to minimize our overall borrowing costs. To achieve these objectives, we may use a variety of interest rate swaps, collars and options to manage our mix of floating and fixed-rate debt. Interest rate instruments held by the company at December 31, 2020, included pay-fixed interest rate swaps which effectively convert variable rate obligations to fixed-rate instruments.\nBased on our interest rate exposure at December 31, 2020, assumed floating rate debt levels throughout the next 12 months and the effects of our existing derivative instruments, a 100-basis point increase in interest rates would result in an estimated $2 million after-tax reduction in net earnings over a one-year period. Actual results may vary based on actual changes in market prices and rates and the timing of these changes.\nCurrency Exchange Rate Risk\nO", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 9389_2020.htm (CIK: 9389, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02456", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data\nThe following selected consolidated financial data should be read together with Part II, Item 7, \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d and Part II, Item 8, \u201cFinancial Statements and Supplementary Data\u201d contained elsewhere in this Annual Report on Form 10-K. We have retrospectively recast our consolidated statements of operations and balance sheets for all periods presented to reflect discontinued operations relating to divestitures during fiscal 2018.\n(1)Fiscal 2020 financial data includes the effect of the adoption of the new lease accounting standard, restructuring related charges from our December 2019 restructuring plan, and from the acquisitions of Aquantia and Avera, as well as the divestiture of the Wi-Fi connectivity business, including the effects on income taxes. Refer to \u201cNote 7 - Leases,\u201d \u201cNote 6 - Restructuring and Other Related Charges,\u201d \u201cNote 3 - Business Combinations,\u201d and \u201cNote 16 - Income Taxes\u201d respectively, in our Notes to the Consolidated Financial Statements set forth in Part II, Item 8 of this Annual Report on Form 10-K for further details.\n(2)Fiscal 2019 includes the effect of the adoption of the new revenue recognition standard, restructuring related charges from our July 2018 restructuring plan, and from the acquisition of Cavium, including its effect on income taxes.\n(3)Fiscal 2018 includes a $74.4 million charge related to the Luna litigation settlement and related costs.\n(4)Fiscal 2017 includes $96.8 million of restructuring and other related charges that include $52.6 million for impairment of a nonrefundable deposit due to the non-utilization of the related contract and for impairment of certain equipment and technology licenses. Fiscal 2017 also included $68.0 million of tax expense related to restructuring actions taken.\n(5)Fiscal 2016 includes $750 million legal settlement with CMU. In addition, fiscal 2016 included $63.5 million of restructuring and other related charges that include $8.0 million for impairment of certain equipment and technology licenses, and $8.0 million for the write down of inventory due to the restructuring of the mobile platform business, a charge for a cash payment authorized by our Board of Directors of $15.4 million to our former CEO Dr. Sehat Sutardja and $11.4 million of costs for the surety bonds related to the CMU legal matter.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax expense. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02457", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nINDEX TO CONSOLIDATED FINANCIAL STATEMENTS\nCboe Global Markets, Inc. and Subsidiaries\nReports of Independent Registered Public Accounting Firms\nConsolidated Financial Statements:\nConsolidated Balance Sheets\nConsolidated Statements of Income\nConsolidated Statements of Comprehensive Income\nConsolidated Statements of Changes in Stockholders\u2019 Equity\nConsolidated Statements of Cash Flows\nNotes to Consolidated Financial Statements\nReport of Independent Registered Public Accounting Firm\nTo the Stockholders and Board of Directors\nCboe Global Markets, Inc.:\nOpinion on the Consolidated Financial Statements\nWe have audited the accompanying consolidated balance sheet of Cboe Global Markets, Inc. and subsidiaries (the Company) as of December 31, 2020, the related consolidated statements of income, comprehensive income, changes in stockholders\u2019 equity, and cash flows for the year then ended, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020, and the results of its operations and its cash flows for the year then ended, in conformity with U.S. generally accepted accounting principles.\nWe also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company\u2019s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 19, 2021 expressed an unqualified opinion on the effectiveness of the Company\u2019s internal control over financial reporting.\nBasis for Opinion\nThese consolidated financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.\nCritical Audit Matters\nThe critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.\nEvaluation of ", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1374310_2020.htm (CIK: 1374310, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02458", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nCERTAIN FACTORS THAT MAY AFFECT FUTURE RESULTS\nOur business and results of operations are subject to numerous risks, uncertainties and other factors, some of which are described below. The risks, uncertainties and other factors described below are not the only ones facing our company. Additional risks, uncertainties and other factors not presently known to us or that we currently deem immaterial may also impair our business operations.\nAny of the risks, uncertainties and other factors could have a materially adverse effect on our business, financial condition or results of operations and could cause the trading price of our common stock to decline substantially.\nThe ongoing COVID-19 global pandemic and measures taken in response thereto have materially adversely affected IDSI\u2019s research and development and commercialization activities and its financial condition, and the full impact of the pandemic will depend on future developments, which are highly uncertain and cannot be predicted.\nThe COVID-19 pandemic has materially and adversely impacted the worldwide economy and financial markets, which could lead to a prolonged economic recession. In response, governments in China, the U.S., and around the world, have taken unprecedented monetary and fiscal policy actions, and there is significant uncertainty as to the timing of stabilization and recovery. The Company\u2019s business and financial condition have been adversely affected by the COVID-19 pandemic and its economic, political, and social consequences since March 2020, and this negative impact has continued into the first quarter of fiscal year 2021. The negative impact of the COVID-19 pandemic and the measures taken to contain it may continue and even worsen for many more months or even years. The following are some of the issues that the Company continues to face as a result of the ongoing crisis:\n\u25cfProlonged recessionary concerns. The COVID-19 pandemic has resulted in a significant reduction of economic activity in the U.S. and China, as well as a significant increase in unemployment, which could lead to a prolonged economic recession;\n\u25cfInability to generate revenue from sales. Sales and marketing efforts in China have been substantially delayed due to the COVID-19 pandemic.\n\u25cfInability to raise capital. The continuation of IDSI\u2019s operations and commercialization of the CTLM\u00ae are highly dependent upon our ability to raise capital. The COVID-19 pandemic has made it more difficult to find investors who would be willing to invest during this time of uncertainty.\n\u25cfInability to make progress on our key R&D project. The CTLM\u00ae 3.0 project has been delayed due to our furloughing employees in response to the COVID-19 pandemic and the resulting lack of funding.\nRisks related to our financial condition\nWe have a history of losses and we expect to incur additional losses.\nWe are a late stage development stage company with a limited history of operations, and we do not expect sufficient revenues to support our operations for at least the next 12 months. Since our inception in December 1993, we have been engaged principally in the development of the CTLM\u00ae, which has not received marketing clearance for sale in the United States. While we have obtained FDA export approval for foreign sales, we have made only 26 foreign sales. Consequently, we have limited experience in manufacturing, marketing, and selling our products. Since we have decided not to renew our CE Mark for now and are not pursuing FDA marketing clearance at this time, we do not expect to receive revenues from sales of the CTLM\u00ae systems in the EU or in the US for the foreseeable future. We currently have no source of material operating revenues and have incurred substantial net operating losses since our inception. We do not expect to receive any sales revenues from China until the third or fourth quarter of fiscal 2021.\nTo date, we have not been profitable, and our accumulated deficit was $134,109,749 at Jun", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 790652_2020.htm (CIK: 790652, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02459", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. Selected Financial Data\nOn January 9, 2019, the Sponsor changed the Trust\u2019s fiscal year from the period beginning on November 1 and ending on October 31 to the period beginning on January 1 and ending on December 31. The following table summarizes the relevant 2020, 2019, 2018, 2017 and 2016 financial data for the Trust and should be read in conjunction with the Trust\u2019s financial statements, and the notes and schedules related thereto, which are included in this Report.\nSelected Quarterly Financial Data (Unaudited)\n(1) The amount shown for a Share outstanding for quarterly statements may not correlate with year to date amounts due to timing of subscriptions and redemptions in relation to income earned or distributed.\n(1) The amount shown for a Share outstanding for quarterly statements may not correlate with year to date amounts due to timing of subscriptions and redemptions in relation to income earned or distributed.\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1328598_2020.htm (CIK: 1328598, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02460", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk\nFor this discussion, see \u201cMarket Risk\u201d in Item 7, Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 57183_2020.htm (CIK: 57183, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02461", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. Executive Compensation\nThe information required by this item is incorporated herein by reference to our Proxy Statement with respect to our 2021 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the end of the fiscal year covered by this Annual Report on Form 10-K.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1427570_2020.htm (CIK: 1427570, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02462", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk.\nInterest rate risk\nCustomer financing exposure. We are indirectly exposed to interest rate risk because many of our customers depend on debt financings to purchase our platforms and systems. An increase in interest rates could make it challenging for our customers to obtain the capital necessary to make such purchases on favorable terms, or at all. Such factors could reduce demand or lower the price we can charge for our platforms and systems, thereby reducing our net sales and gross profit.\nBank deposit, money market and note receivable exposure. As of December 31, 2020, we had cash and cash equivalents, including restricted cash, of $233.7 million, which consisted primarily of money market funds and bank deposits. The primary objective of our investment is to preserve principal and provide liquidity. These money market funds, and bank deposits generate interest income at variable rates below 1%. A hypothetical 100 basis point decrease in interest rates would have lowered our interest income by $0.3 million and increased our net loss by this amount for the year ended December 31, 2020.\nForeign currency risk\nThe majority of our revenue has been generated in the United States. Through December 31, 2020, we did not generate any revenue denominated in foreign currencies. As we expand our presence in international markets, to the extent we are required to enter into agreements denominated in a currency other than the US dollar, our results of operations and cash flows may increasingly be subject to fluctuations due to changes in foreign currency exchange rates and may be adversely affected in the future due to changes in foreign exchange rates. To date, we have not entered into any hedging arrangements with respect to foreign currency risk. As our international operations grow, we will continue to reassess our approach to manage our risk relating to fluctuations in currency rates.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1689657_2020.htm (CIK: 1689657, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02463", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nIn the normal course of business, our financial position and results of operations are subject to a variety of risks, including risks associated with global financial and capital markets, primarily currency exchange rate risk and, to a lesser extent, interest rate risk. We regularly assess these risks and have established policies and business practices designed to mitigate their effects. We do not engage in speculative trading in any financial or capital market.\nForeign Exchange Risk\nOur primary currency exchange rate risk management objective is to mitigate the uncertainty of anticipated cash flows attributable to changes in exchange rates. We focus on mitigating changes in functional currency equivalent cash flows resulting from anticipated United States dollar denominated inventory purchases by subsidiaries that use European euros, Canadian dollars, Japanese yen, Chinese renminbi, or Korean won as their functional currency. We also mitigate changes in functional currency equivalent cash flows resulting from anticipated non-functional currency denominated sales for subsidiaries that use United States dollars and euros as their functional currency. We manage this risk primarily by using currency forward contracts. Additionally, we hedge net balance sheet exposures related primarily to non-functional currency denominated monetary assets and liabilities using foreign currency forward contracts in European euros, Japanese yen, Canadian dollars, Swiss francs, Chinese renminbi, Korean won, British pound, Danish krone, Norwegian kroner, Polish zloty, Swedish krona and Czech koruna. Non-functional currency denominated monetary assets and liabilities consist primarily of cash and cash equivalents, short-term investments, receivables, payables, deferred income taxes, and intercompany loans and dividends.\nThe net fair value of our derivative contracts was unfavorable by approximately $12.7 million at December 31, 2020. A 10% unfavorable exchange rate change in the euro, franc, Canadian dollar, yen, renminbi, won, pound, and koruna against the United\nStates dollar would have resulted in the net fair value declining by approximately $54.0 million at December 31, 2020. Changes in fair value of derivative contracts resulting from foreign exchange rate fluctuations would be substantially offset by the change in value of the underlying hedged transactions.\nInterest Rate Risk\nOur negotiated credit facilities generally charge interest based on a benchmark rate such as the London Interbank Offered Rate (\"LIBOR\"). Fluctuations in short-term interest rates cause interest payments on drawn amounts to increase or decrease. At December 31, 2020, no balance was outstanding under our credit facilities.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1050797_2020.htm (CIK: 1050797, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02464", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nInformation responding to Item 11, for each of PG&E Corporation and the Utility, will be included under the headings \u201cCompensation Discussion and Analysis,\u201d \u201cCompensation Committee Report,\u201d \u201cSummary Compensation Table - 2020,\u201d \u201cGrants of Plan-Based Awards -2020,\u201d \u201cOutstanding Equity Awards at Fiscal Year End - 2020,\u201d \u201cOption Exercises and Stock Vested - 2020,\u201d \u201cPension Benefits - 2020,\u201d \u201cNon-Qualified Deferred Compensation - 2020,\u201d \u201cPotential Payments Upon Resignation, Retirement, Termination, Change in Control, Death, or Disability\u201d and \u201cCompensation of Non-Employee Directors - Director Compensation - 2020\u201d in the Joint Proxy Statement relating to the 2021 Annual Meetings of Shareholders, which information is incorporated herein by reference.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 75488_2020.htm (CIK: 75488, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02465", "source": "edgar", "source_license": "public_domain", "text": "Item 6.\nSelected Financial Data\nThe following tables present, as of the dates and for the periods indicated, our selected historical financial data as indicated therein. The consolidated statements of operations data for the years ended December 31, 2020 and 2019 and the consolidated balance sheet data as of December 31, 2020 and 2019 are derived from our audited financial statements that are included elsewhere in this annual report on Form 10-K. Our historical results are not indicative of the results to be expected in the future.\nThis information should be read together with our consolidated financial statements and the related notes, as well as the section entitled \u201cItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1401040_2020.htm (CIK: 1401040, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02466", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations\nThe information in management's discussion and analysis of financial condition and results of operations relates to New Mountain Guardian III BDC, L.L.C., including its wholly-owned direct subsidiary (collectively, \"we\", \"us\", \"our\", \"GIII\" or the \"Company\")\nForward-Looking Statements\nThe information contained in this section should be read in conjunction with the financial data and consolidated financial statements and notes thereto appearing elsewhere in this Annual Report on Form 10-K. Some of the statements in this Annual Report on Form 10-K (including in the following discussion) constitute forward-looking statements, which relate to future events or our future performance or our financial condition. The forward-looking statements contained in this section involve a number of risks and uncertainties, including:\n\u2022statements concerning the impact of a protracted decline in the liquidity of credit markets;\n\u2022the general economy, including interest and inflation rates, and the impact of the COVID-19 pandemic thereon;\n\u2022our future operating results, our business prospects and the adequacy of our cash resources and working capital, and the impact of the COVID-19 pandemic thereon;\n\u2022the ability of our portfolio companies to achieve their objectives, and the impact of the COVID-19 pandemic thereon;\n\u2022our ability to make investments consistent with our investment objectives, including with respect to the size, nature and terms of our investments;\n\u2022the ability of New Mountain Finance Advisers BDC, L.L.C. (the \"Investment Adviser\") or its affiliates to attract and retain highly talented professionals;\n\u2022actual and potential conflicts of interest with the Investment Adviser and New Mountain Capital Group, L.P. (together with New Mountain Capital, L.L.C. and its affiliates, \"New Mountain Capital\") whose ultimate owners include Steven B. Klinsky and related other vehicles; and\n\u2022the risk factors set forth in Part I-Item 1A.-Risk Factors, contained in this Annual Report of Form 10-K.\nForward-looking statements are identified by their use of such terms and phrases such as \"anticipate\", \"believe\", \"continue\", \"could\", \"estimate\", \"expect\", \"intend\", \"may\", \"plan\", \"potential\", \"project\", \"seek\", \"should\", \"target\", \"will\", \"would\" or similar expressions. Actual results could differ materially from those projected in the forward-looking statements for any reason, including the factors set forth in Part I-Item 1A.-Risk Factors contained in this Annual Report of Form 10-K.\nWe have based the forward-looking statements included in this Annual Report of Form 10-K on information available to us on the date of this Annual Report of Form 10-K. We assume no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Although we undertake no obligation to revise or update any forward-looking statements, you are advised to consult any additional disclosures that we may make directly to you or through reports that we have filed or in the future may file with the U.S. Securities and Exchange Commission (the \"SEC\"), including annual reports on Form 10-K, registration statements on Form 10, quarterly reports on Form 10-Q and current reports on Form 8-K.\nOverview\nWe are a Delaware limited liability company formed on May 22, 2019. We are a closed end, non-diversified management investment company that has elected to be regulated as a business development company (\"BDC\") under the Investment Company Act of 1940, as amended (the \"1940 Act\"). We have elected to be treated for U.S. federal income tax purposes as a regulated investment company (\"RIC\") under Subchapter M of the Internal Revenue Code of 1986, as amended (the \"Code\").\nThe Investment Adviser is a wholly-owned subsidiary of New Mountain Capital. New Mountain Capital is a firm with a track record of investing", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, internal revenue. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02467", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nReport of Independent Registered Public Accounting Firm\nTo the Board of Directors and Shareholders of Aon plc\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated statement of financial position of Aon plc (the Company) as of December 31, 2020 and 2019, the related consolidated statements of income, comprehensive income, shareholders\u2019 equity and cash flows for each of the three years in the period ended December 31, 2020, and the related notes (collectively referred to as the \u201cfinancial statements\u201d). In our opinion, the financial statements present fairly, in all material respects, the consolidated financial position of the Company at December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with U.S. generally accepted accounting principles.\nWe also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 19, 2021, expressed an unqualified opinion thereon.\nBasis for Opinion\nThese financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company\u2019s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\nCritical Audit Matter\nThe critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosure to which it relates.\nRealizability of Deferred Tax Assets\nDescription of the MatterAs discussed in Note 10 \u201cIncome Taxes\u201d of the Notes to Consolidated Financial Statements, the Company had net deferred tax assets of $462 million at December 31, 2020. Deferred tax assets are reduced by a valuation allowance if, based on the weight of all available evidence, in management\u2019s judgment it is more likely than not that some portion, or all, of the deferred tax assets will not be realized.\nConclusions on the realizability of the net deferred tax assets involve significant manageme", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, deferred tax. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02468", "source": "edgar", "source_license": "public_domain", "text": "Item 8.Financial Statements and Supplementary Data\nReports of Independent Registered Public Accounting Firm\nBoard of Directors and Stockholders\nNN, Inc.\nOpinion on internal control over financial reporting\nWe have audited the internal control over financial reporting of NN, Inc. (a Delaware corporation) and subsidiaries (the \u201cCompany\u201d) as of December 31, 2020, based on criteria established in the 2013 Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (\u201cCOSO\u201d). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in the 2013 Internal Control-Integrated Framework issued by COSO.\nWe also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (\u201cPCAOB\u201d), the consolidated financial statements of the Company as of and for the year ended December 31, 2020, and our report dated March 15, 2021 expressed an unqualified opinion on those consolidated financial statements.\nBasis for opinion\nThe Company\u2019s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management\u2019s Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is to express an opinion on the Company\u2019s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.\nDefinition and limitations of internal control over financial reporting\nA company\u2019s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company\u2019s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company\u2019s assets that could have a material effect on the financial statements.\nBecause of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compli", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 918541_2020.htm (CIK: 918541, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02469", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nWe are exposed to market risks as part of our ongoing business operations, primarily by exposure to changes in interest rates, in commodity fuel prices and in foreign currency.\nInterest Rate Risk\nOur cash is maintained in interest-bearing accounts and our cash equivalents are invested in money market funds. Lower interest rates would have an adverse impact on our interest income or potentially incur other expenses if a negative interest rate environment was to exist. Due to the short-term investment nature of our cash and cash equivalents, we believe that we do not have material financial statement exposure to changes in fair value as a result of changes in interest rates. Since we believe we have the ability to liquidate substantially all of this portfolio, we do not expect our operating results or cash flows to be materially affected to any significant degree by a sudden change in market interest rates on our investment portfolio.\nTo provide a meaningful assessment of the interest rate risk associated with our cash and cash equivalents, we performed a sensitivity analysis to determine the impact a change in interest rates would have on income statement and in investment fair values assuming a 1% decline in yield. Based on the investment positions in both December 31, 2020 and 2019, a hypothetical 1% decrease in interest rates across all maturities would result in a $4.1 million and $3.8 million decline in interest income and/or increase in other expenses on an annualized basis, respectively. As these investments have maturities of less than twelve months, changes with respect to the portfolio fair value would be limited to these amounts and only be realized if we were to terminate the investments prior to maturity.\nWe are exposed to interest rate risk related to our indebtedness that bears interest based on a floating LIBOR rate. We generally hedge such interest rate risks with the use of hedging instruments, and for these loans, changes in interest rates are generally offset by interest rate derivative swap contracts. For our fixed-rate debt, interest rate changes do not affect our earnings or cash flows. With the expected cessation of LIBOR as a referenced rate, we are currently evaluating impact of the adoption of ASU 2020-6 on our consolidated financial statements.\nTo provide a meaningful assessment of the interest rate risk for that portion of our outstanding loans associated with floating LIBOR and not covered by interest rate derivative swaps, we performed a sensitivity analysis to determine the impact a change in interest rates would have on our consolidated statements of operations assuming a 1% interest rate increase. Based on monthly floating-rate loan positions for the years ended December 31, 2020 and 2019, a hypothetical 1% increase in LIBOR would have resulted in a $0.2 million and a $0.3 million increase to our interest expense, respectively. These losses would be directly attributable to our PPA Entities.\nCommodity Price Risk\nWe are subject to commodity price risk arising from price movements for natural gas that we supply to customers to operate our Energy Servers under certain power purchase agreements. While we entered into a natural gas fixed price forward contract with our gas supplier in 2011, the fuel forward contract meets the definition of a derivative under U.S. GAAP and accordingly, any changes in its fair value is recorded within cost of revenue in the consolidated statements of operations. The fair value of the contract is determined using a combination of factors including our credit rating and future natural gas prices.\nTo provide a meaningful assessment of the commodity price risk arising from price movements in the commodity futures contracts for natural gas, we performed a sensitivity analysis to determine the impact a change in natural gas commodity pricing would have on our consolidated statements of operations assuming ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1664703_2020.htm (CIK: 1664703, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02470", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6.\nSELECTED FINANCIAL DATA\nThe following selected consolidated financial data should be read in conjunction with \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations,\u201d the consolidated financial statements and related notes and other financial information included in this Annual Report on Form 10-K.\nWe derived the consolidated statements of operations data for the years ended December 31, 2020, 2019 and 2018 and the consolidated balance sheet data as of December 31, 2020 and 2019 from our audited consolidated financial statements, which are included elsewhere in this Annual Report on Form 10-K. We derived the consolidated statements of operations data for the years ended December 31, 2017 and 2016 and the consolidated balance sheet data as of December 31, 2018, 2017 and 2016 from our historical audited consolidated financial statements that are not included in this Annual Report on Form 10-K. Historical results are not necessarily indicative of the results to be expected in future periods.\n(a)\nEffective January 1, 2018, we adopted Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in Accounting Standards Codification (ASC) 605, Revenue Recognition (Topic 605). The selected financial data for the years ended December 31, 2020, 2019 and 2018 is presented in accordance with the requirements of Topic 606, while the selected financial data for the years ended December 31, 2017 and 2016 is presented in accordance with the requirements of Topic 605 and, accordingly, may not be comparable.\n(a)\nEffective January 1, 2019, we adopted ASU 2016-02, Leases (Topic 842) which supersedes the lease accounting requirements in ASC 840, Leases (Topic 840). The selected financial data as of December 31, 2020 and 2019 is presented in accordance with the requirements of Topic 842, while the selected financial data as of December 31, 2018, 2017 and 2016 is presented in accordance with the requirements of Topic 840 and, accordingly, may not be comparable.\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1590877_2020.htm (CIK: 1590877, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02471", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nIn addition to the other information set forth in this Annual Report on Form 10-K, you should carefully consider the following factors which could materially adversely affect our business, financial condition, results of operations (including revenues and profitability) and/or stock price. Our business is also subject to general risks, and uncertainties that may broadly affect companies including us. Additional risks unknown to us or that we currently deem to be immaterial also could materially adversely affect our business, financial condition, results of operations and/or stock price.\nRisks Relating to Our Business\nOur business may be affected by issues that affect consumer spending.\nOur results of operations are affected by the level of consumer spending and, therefore, by changes in the economic factors that impact consumer spending. Certain economic conditions or events, such as a contraction in the financial markets; high rates of inflation or deflation; high unemployment levels; decreases in consumer disposable income; unavailability of consumer credit; higher consumer debt levels; higher tax rates and other changes in tax laws; higher interest rates; higher fuel, energy and other commodity costs; weakness in the housing market; higher insurance and health care costs; and product cost increases resulting from an increase in commodity prices, could reduce or shift consumer spending generally, which could cause our customers to spend less or to shift their spending to our competitors. Reduced consumer spending may result in reduced demand for our items and may also require increased selling and promotional expenses. Issues or trends that affect consumer spending broadly could affect spending by our members disproportionately. A reduction or shift in consumer spending could negatively impact our business, results of operations and financial condition.\nWe depend on having a large and loyal membership, and any harm to our relationship with our members could have a material adverse effect on our business, net sales and results of operations.\nWe depend on having a large and loyal membership. The extent to which we achieve growth in our membership base and sustain high renewal rates materially influences our profitability. Further, our net sales are directly affected by the number of our members, the number of BJ\u2019s Perks Rewards\u00ae members and holders of our My BJ\u2019s Perks\u00ae Mastercard\u00ae credit cards, the frequency with which our members shop at our clubs and the amount they spend on those trips, which means the loyalty and enthusiasm of our members directly impacts our net sales and operating income. Accordingly, anything that would harm our relationship with our members and lead to lower membership renewal rates or lower spending by members in our clubs could materially adversely affect our net sales, membership fee income and results of operations.\nFactors that could adversely affect our relationship with our members include:\n\u2022\nour failure to remain competitive in our pricing relative to our competitors;\n\u2022\nour failure to provide the expected quality of merchandise;\n\u2022\nour failure to offer the mix of products that our members want to purchase;\n\u2022\nevents that harm our reputation or the reputation of our private brands;\n\u2022\nour failure to provide the convenience that our members may expect over time, including with respect to technology, delivery and physical location of our clubs;\n\u2022\nincreases to our membership fees; and\n\u2022\nincreased competition from stores, clubs or internet retailers that have a more attractive mix of price, quality and convenience.\nIn addition, we constantly need to attract new members to replace our members who fail to renew and to grow our membership base. If we fail to attract new members, our membership fee income and net sales could suffer.\nOur business plan and operating results depend on our ability to procure the merchandise we sell at the best possible prices.\nOur business plan depends o", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: tax rate, tax law. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02472", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nOverview\nThis section includes a discussion of the financial condition and results of operations of CrossFirst Bankshares, Inc. and its subsidiaries. Refer to Item 7. Management's Discussion and Analysis Discussion of Financial Condition and Results of Operations in our 2019 Form 10-K filed with the SEC on March 10, 2020 for a discussion of the financial condition and results of operations of the Company for the period ended December 31, 2018 and a comparison between the 2018 and 2019 results.\nTables may include additional periods to comply with disclosure requirements or to illustrate trends in greater depth. You should read the following financial data in conjunction with the other information contained in this 10-K, including under \u201cRisk Factors Summary\u201d and in the financial statements and related notes included elsewhere in this 10-K.\nGrowth History\nWe have grown organically primarily by establishing eight branches, attracting new clients and expanding our relationships with existing clients, as well as through two strategic acquisitions. The data below presents the business' growth in key areas for the past five years and the related compound annual growth rate (\u201cCAGR\u201d):\nOur Strategy\nOur strategy has been to build the most trusted bank in our markets, which we believe drives value for our stockholders. During 2020, the COVID-19 pandemic allowed us to serve our customers by providing PPP loan funding, modifying loans through payment deferrals and rate adjustments, and using our technology to reduce contact exposure.\nDespite the impact of the COVID-19 pandemic in 2020, we remain focused on growth and building stockholder value through greater efficiency and increased profitability. We intend to execute our strategic plan through the following:\n\u2022Continue organic growth;\n\u2022Selectively pursue opportunities to expand through acquisitions or new market development;\n\u2022Attract and develop talent;\n\u2022Maintain a branch-lite business model with strategically placed locations; and\n\u2022Leverage technology to enhance the client experience and improve profitability.\nPerformance Measures\n2021 Events:\nFour of our branches are located in areas recently impacted by severe, cold weather conditions. One branch sustained water damage, but did not impact operations or our ability to support our customers. The impact to our customers in Oklahoma and Texas remains uncertain, but may reduce a customer\u2019s ability to pay all principal and interest payments when due. We may assist our customers impacted by the recent cold weather conditions by modifying loan terms.\n2020 Highlights:\n\u2022Total assets reached $5.7 billion including $593 million or 15% loan growth and $771 million or 20% deposit growth.\n\u2022Successful execution of our succession plan pursuant to which Michael J. Maddox was named as the Company\u2019s Chief Executive Officer effective June 1, 2020 to succeed George F. Jones, Jr. who was appointed as Vice Chairman.\n\u2022Supported our local businesses and communities by issuing $369 million of PPP loans to approximately 1,200 customers.\n\u2022Improved our efficiency ratio from 58.37% in 2019 to 58.13% in 2020 in spite of the uncertainty surrounding the COVID-19 pandemic.\n\u2022Effectively responded to the COVID-19 pandemic using our business continuity plan resulting in no impact to bank operations, reduced health risks to employees and continuous support to our customers.\n\u2022Book value per share of $12.08 at December 31, 2020 compared to $11.58 at December 31, 2019.\nReview and Update on the COVID-19 Pandemic Impact\nThe COVID-19 pandemic has caused, and is expected to continue to cause, economic uncertainty and a disruption to the financial markets, the duration and extent of which is not currently known. A discussion of the impact of the COVID-19 pandemic on the Company and its operations and measures undertaken by the Company in response thereto is provided below.\nBank Operations\nT", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1458412_2020.htm (CIK: 1458412, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02473", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7.Management\u2019s Discussion and Analysis of Financial Condition And Results of Operations\nThe following discussion and analysis addresses material changes in the financial condition and results of operations of Viatris Inc. and subsidiaries for the periods presented. Unless context requires otherwise, the \u201cCompany,\u201d \u201cViatris,\u201d \u201cour\u201d or \u201cwe\u201d refer to Viatris Inc. and its subsidiaries.\nThis discussion and analysis should be read in conjunction with the consolidated financial statements and the related notes to consolidated financial statements included in Part II, Item 8 in this Form 10-K, and our other SEC filings and public disclosures.\nThis Form 10-K contains \u201cforward-looking statements\u201d. These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements may include, without limitation, statements about the Combination, the benefits and synergies of the Combination or our global restructuring program, future opportunities for the Company and its products and any other statements regarding the Company\u2019s future operations, financial or operating results, capital allocation, dividend policy, debt ratio, anticipated business levels, future earnings, planned activities, anticipated growth, market opportunities, strategies, competitions, and other expectations and targets for future periods. Forward-looking statements may often be identified by the use of words such as \u201cwill\u201d, \u201cmay\u201d, \u201ccould\u201d, \u201cshould\u201d, \u201cwould\u201d, \u201cproject\u201d, \u201cbelieve\u201d, \u201canticipate\u201d, \u201cexpect\u201d, \u201cplan\u201d, \u201cestimate\u201d, \u201cforecast\u201d, \u201cpotential\u201d, \u201cpipeline\u201d, \u201cintend\u201d, \u201ccontinue\u201d, \u201ctarget\u201d, \u201cseek\u201d and variations of these words or comparable words. Because forward-looking statements inherently involve risks and uncertainties, actual future results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to:\n\u2022the integration of Mylan and the Upjohn Business or the implementation of the Company\u2019s global restructuring program being more difficult, time consuming or costly than expected;\n\u2022the possibility that the Company may be unable to achieve expected benefits, synergies and operating efficiencies in connection with the Combination or its global restructuring program within the expected timeframe or at all;\n\u2022the possibility that the Company may be unable to successfully integrate Mylan and the Upjohn Business or implement its global restructuring program;\n\u2022operational or financial difficulties or losses associated with the Company\u2019s reliance on agreements with Pfizer in connection with the Combination, including with respect to transition services;\n\u2022the possibility that the Company may be unable to achieve all intended benefits of its strategic initiatives;\n\u2022the potential impact of public health outbreaks, epidemics and pandemics, including the ongoing challenges and uncertainties posed by the COVID-19 pandemic;\n\u2022the Company\u2019s failure to achieve expected or targeted future financial and operating performance and results;\n\u2022actions and decisions of healthcare and pharmaceutical regulators;\n\u2022changes in relevant laws and regulations, including but not limited to changes in tax, healthcare and pharmaceutical laws and regulations globally;\n\u2022the ability to attract and retain key personnel;\n\u2022the Company\u2019s liquidity, capital resources and ability to obtain financing;\n\u2022any regulatory, legal or other impediments to the Company\u2019s ability to bring new products to market, including but not limited to \u201cat-risk launches\u201d;\n\u2022success of clinical trials and the Company\u2019s or its partners\u2019 ability to execute on new product opportunities and develop, manufacture and commercialize products;\n\u2022any changes in or difficulties with the Company\u2019s manufacturing facilities, including with respect to inspections, remediation and restructuring activities, supply chain or inventory or the ability to meet ant", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1792044_2020.htm (CIK: 1792044, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02474", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nThis document contains certain forward-looking statements (as such term is defined in Section 27A of the Securities Act of 1933, as amended (the \u201cSecurities Act\u201d) and Section 21E of the Exchange Act) pertaining to, among other things,\n\u00b7\nthe COVID-19 pandemic\n\u00b7\nour results of operations;\n\u00b7\nprofits and losses;\n\u00b7\nour ability to raise additional capital;\n\u00b7\nR&D activities;\n\u00b7\nsales expectations;\n\u00b7\nour ability to develop markets for our products;\n\u00b7\nsources for parts;\n\u00b7\nfederal, state and local government regulations;\n\u00b7\nour relationship with our distributors;\n\u00b7\nindustry and economic conditions applicable to us;\n\u00b7\nthe efficiency, reliability and environmental advantages of our products and their need for maintenance;\n\u00b7\nour ability to be cost-competitive and to outperform competition;\n\u00b7\ncustomer satisfaction;\n\u00b7\nthe value of using our products;\n\u00b7\nour ability to achieve economies of scale;\n\u00b7\nmarket advantage;\n\u00b7\nreturn on investments;\n\u00b7\nissues with suppliers;\n\u00b7\nanticipation of product supply requirements;\n\u00b7\nlisting requirements;\n\u00b7\nour microturbine technology;\n\u00b7\nthe utilization of our products;\n\u00b7\ncompetition;\n\u00b7\nthe introduction of new technologies;\n\u00b7\nour production capacity;\n\u00b7\ninternational markets;\n\u00b7\nprotection of intellectual property;\n\u00b7\ncybersecurity threats;\n\u00b7\nthe adequacy of our facilities;\n\u00b7\ndividends;\n\u00b7\nbusiness strategy;\n\u00b7\nproduct development;\n\u00b7\ncapital resources;\n\u00b7\ncapital expenditures;\n\u00b7\nliquidity;\n\u00b7\namortization expense of intangibles;\n\u00b7\ncost of warranties;\n\u00b7\nstock-based compensation;\n\u00b7\nour NOL rights plan;\n\u00b7\npurchase and lease commitments;\n\u00b7\ncurrent liabilities;\n\u00b7\nrecently issued accounting standards;\n\u00b7\nmarket risk;\n\u00b7\ninternational sanctions risk;\n\u00b7\nthe strength of the U.S. dollar;\n\u00b7\ninterest rate sensitivity;\n\u00b7\nthe effect of cost reductions on future business initiatives;\n\u00b7\nthe Tax Cuts and Jobs Act; and\n\u00b7\ngrowth of the shale gas market.\nThese statements are based largely on our current expectations, estimates and forecasts and are subject to a number of risks and uncertainties. Actual results could differ materially from those anticipated by these forward-looking statements. Factors that can cause actual results to differ materially include, but are not limited to, those discussed below. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The following factors should be considered in addition to the other information contained herein in evaluating us and our business. We assume no obligation to update any of the forward-looking statements after the filing of this Form 10-K to conform such statements to actual results or to changes in our expectations, except as may be required by law.\nThe following are risk factors that could affect our business, financial condition, results of operations, and cash flows. These risk factors should be considered in connection with evaluating the forward-looking statements contained in this Form 10-K because these factors could cause actual results and conditions to differ materially from those\nprojected in forward-looking statements. Before you invest in our publicly traded securities, you should know that making such an investment involves some risks, including the risks described below. Additional risks of which we may not be aware or that we currently believe are immaterial may also impair our business operations or our stock price. If any of the risks actually occur, our business, financial condition, results of operations or cash flow could be negatively affected. In that case, the trading price of our common stock could decline, and you may lose all or part of your investment. In assessing these risks, investors should also refer to the other information contained or incorporated by reference in this Form 10-K, our quarterly reports on Form 10-Q and other documents filed by us from time to time.\nThe ongoing effects of the COVID-19 pandemic could adversely affect our business, financial conditi", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1009759_2020.htm (CIK: 1009759, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02475", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nTo the stockholders and the Board of Directors of The Buckle, Inc.\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheets of The Buckle, Inc. and subsidiary (the \"Company\") as of February 1, 2020 and February 2, 2019, the related consolidated statements of income, comprehensive income, stockholders\u2019 equity, and cash flows, for each of the three fiscal years in the period ended February 1, 2020, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the \"financial statements\"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of February 1, 2020 and February 2, 2019, and the results of its operations and its cash flows for each of the three fiscal years in the period ended February 1, 2020, in conformity with accounting principles generally accepted in the United States of America.\nWe have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company\u2019s internal control over financial reporting as of February 1, 2020 based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated April 1, 2020, expressed an unqualified opinion on the Company\u2019s internal control over financial reporting.\nChange in Accounting Principle\nAs discussed in Note A to the financial statements, effective February 3, 2019, the Company adopted Financial Accounting Standards Board Accounting Standards Update No. 2016-02, Leases (Topic 842).\nBasis for Opinion\nThese financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\n/s/ Deloitte & Touche LLP\nOmaha, Nebraska\nApril 1, 2020\nWe have served as the Company\u2019s auditor since 1990.\nTHE BUCKLE, INC.\nCONSOLIDATED BALANCE SHEETS\n(Amounts in Thousands Except Share and Per Share Amounts)\nSee notes to consolidated financial statements.\nTHE BUCKLE, INC.\nCONSOLIDATED STATEMENTS OF INCOME\n(Amounts in Thousands Except Per Share Amounts)\nSee notes to consolidated financial statements.\nTHE BUCKLE, INC.\nCONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME\n(Amounts in Thousands)\nSee notes to consolidated financial statements.\nTHE BUCKLE, INC.\nCONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY\n(Amounts in Thousands Except Share and Per Share Amounts)\nSee notes to consolidated financial statements.\nTHE BUCKLE, INC.\nCONSOLIDATED STATEMENTS OF CASH FLOWS\n(Amounts in Thousands)\nSee notes to consolidated financial statements.\nTHE BUCKLE, INC.\nNOTES TO CONSOLIDATED FINANCI", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 885245_2020.htm (CIK: 885245, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02476", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A.\nQuantitative and Qualitative Disclosures About Market Risk.\nThe Company does not hold any derivative instruments and does not engage in any hedging activities.\nITEM 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1295961_2020.htm (CIK: 1295961, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02477", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nEmployment Agreements\nWe have not entered into any employment agreements with our executive officers and have not made any agreements to provide benefits upon termination of employment.\nExecutive Officers and Director Compensation\nNo executive officer has received any cash compensation for services rendered to us. No compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing stockholders, including our directors, or any of their respective affiliates, prior to, or for any services they render in order to effectuate, the consummation of a business combination. However, such individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. There is no limit on the amount of these out-of-pocket expenses and there will be no review of the reasonableness of the expenses by anyone other than our board of directors and audit committee, which includes persons who may seek reimbursement, or a court of competent jurisdiction if such reimbursement is challenged.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1805385_2020.htm (CIK: 1805385, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02478", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nAn investment in our company is subject to a high degree of risk. The risk factors described below and similar risk factors we may face are important to understanding other statements in this Report and should be reviewed carefully. The following information should be read in conjunction with Part II, Item 7, \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d and the consolidated financial statements and related notes in Part II, Item 8, \u201cFinancial Statements and Supplementary Data\u201d of this Form 10-K.\nOur business, financial condition and operating results can be affected by a number of factors, whether currently known or unknown, including but not limited to those described below, any one or more of which could, directly or indirectly, cause our actual financial condition and operating results to vary materially from past, or from anticipated future, financial condition and operating results. Any of these factors, in whole or in part, could materially and adversely affect our business, financial condition, operating results and stock price.\nBecause of the following factors, as well as other factors affecting our financial condition and operating results, past financial performance should not be considered to be a reliable indicator of future performance, and investors should not use historical trends to anticipate results or trends in future periods.\nRisks Related to Our Business and Industry\nWe voluntarily assumed all the outstanding loans due to the investors on our online lending platform for our discontinued Online Lending Services but may not have enough cash to pay for the liabilities.\nOn October 17, 2019, our Board of Directors approved a plan submitted by management to wind down and discontinue our online P2P lending business. In connection with the plan, we have ceased facilitation of loan transactions on our online lending platform and voluntarily assumed all the outstanding loans due to the investors on the platform since October 17, 2019. As of the date of this Report, the aggregate balance of the loans we assumed was approximately $5.6 million.\nThere is no regulation or law in China which requires the online lending platform to take the responsibility on behalf of the borrowers to pay for investors. Pursuant to the Notice on the Risks of Online Lending Industry issued by the Leading Group Office of Online Lending Risk Response of Sichuan on December 4, 2019, any disputes between investors and a P2P online lending platform, investors and borrowers, and between borrowers and a P2P online lending platform can be resolved through legal actions, such as conciliation, application for arbitration and litigation. In common practice, in order to protect the rights of investors and avoid further conflicts, certain online lending platforms, such as Mintou Financial Service in Shenzhen and Juyouqian in Beijing, have decided to take responsibility to pay the outstanding balance due to investors.\nAs of March 31, 2020, we have used cash generated from our Automobile Transaction and Related Services and payments collected from borrowers in the aggregate of approximately $1.9 million to repay our platform investors. Based on recent repayments collected from borrowers, we also recognized bad debt expenses of approximately $3.7 million for those receivables. We expect to make 90% of repayment due to investors by December 31, 2021.\nHowever, if we could not generate enough cash flow to pay investors on time in accordance with the plan, we may incur additional commitment liabilities before we fully fulfill the commitment. The amount and timing of the actual allowance for bad debt may change based on collectability of the subject loans during the execution of the plan.\nWe face intense competition, which may lead to loss of market share, reduced service fees and revenue, increased expenses, departures of qualified employees, and disputes with competitors.\nWe face intense competi", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1711012_2020.htm (CIK: 1711012, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02479", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION\nManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations below presents the Company\u2019s operating results for each of the three years in the period ended December 31, 2020, and its financial condition as of December 31, 2020. Certain statements in this Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations constitute forward looking statements. See \u201cForward Looking Statements\u201d and \u201cRisk Factors\u201d included elsewhere in this Annual Report on Form 10-K.\nOverview\nThe Company\u2019s operations are divided into three main business segments - Ocean Transportation & Logistics Services (\u201cOcean Services\u201d), Inland Transportation & Logistics Services (\u201cInland Services\u201d) and Witt O\u2019Brien\u2019s. The Company also has activities that are referred to and described under Other that primarily include CLEANCOR Energy Solutions LLC (\u201cCleancor\u201d) and noncontrolling investments in various other businesses.\nRecent Developments\nIn March 2020, the World Health Organization declared the outbreak of a novel coronavirus (\"COVID-19\") a pandemic, which continues to spread throughout the United States and the world. The spread of COVID-19 has initially caused significant volatility in U.S. and international markets and has resulted in large scale business disruption. There is significant uncertainty around the breadth and duration of business disruptions related to COVID-19, as well as its impact on the U.S. and global economies.\nThe outbreak of COVID-19 has caused many governments to implement stay-at-home orders and quarantines and place significant restrictions on travel. Many of these governments have also implemented work restrictions that prohibit or limit non-essential businesses from conducting normal operations, which has required employees to work remotely if possible or be terminated or furloughed. Some restrictions were relaxed during the summer months but have begun to be re-implemented as a result of increasing infection rates throughout the world. The health and safety of the Company's employees and customers is and will continue to be its highest priority throughout the pandemic. The Company has implemented protective measures relating to its workforce including, but not limited to, health monitoring, personal protective equipment, and enhanced cleaning and sanitizing procedures among other measures recommended by various federal, state and local governments. The Company is considering implementing various temporary cost containment measures in addition to those it has already implemented, including returning leased-in equipment to their owners, idling certain owned equipment, eliminating overtime and deferring certain planned repair and maintenance projects.\nThe Company continues to maintain a strong balance sheet and expects to meet all of its near-term maturities, capital commitments and other liquidity needs. As of December 31, 2020, the Company's cash, cash equivalents, restricted cash, restricted cash equivalents and marketable securities totaled $74.4 million, and the Company had as of such date and continues to have the ability to borrow up to $205.0 million under undrawn credit facilities. The Company also expects to benefit from certain provisions of the Coronavirus Aid, Relief, and Economic Security Act (the \"CARES Act\"), most notably from being able to carryback net operating losses for up to five years resulting in income tax refunds of approximately $32 million once the refund requests are processed. The Company is continuing to monitor the impacts of the pandemic on its businesses, operations and financial condition, and in the future may consider implementing mitigation strategies to protect its long-term sustainability.\nThe COVID-19 pandemic is a dynamic and continuously evolving phenomenon and the ultimate effect on the Company's business in the future, is uncertain. If the pandemic wors", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 859598_2020.htm (CIK: 859598, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02480", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nThe following discussion of our financial condition and results of operations should be read in conjunction with our audited consolidated financial statements and the notes to those financial statements appearing elsewhere in this Report.\nCertain statements in this Report constitute forward-looking statements. These forward-looking statements include statements, which involve risks and uncertainties, regarding, among other things, (a) our projected sales, profitability, and cash flows, (b) our growth strategy, (c) anticipated trends in our industry, (d) our future financing plans, and (e) our anticipated needs for, and use of, working capital. They are generally identifiable by use of the words \u201cmay,\u201d \u201cwill,\u201d \u201cshould,\u201d \u201canticipate,\u201d \u201cestimate,\u201d \u201cplan,\u201d \u201cpotential,\u201d \u201cproject,\u201d \u201ccontinuing,\u201d \u201congoing,\u201d \u201cexpects,\u201d \u201cmanagement believes,\u201d \u201cwe believe,\u201d \u201cwe intend,\u201d or the negative of these words or other variations on these words or comparable terminology. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this filing will in fact occur. You should not place undue reliance on these forward-looking statements.\nThe forward-looking statements speak only as of the date on which they are made, and, except to the extent required by federal securities laws, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date on which the statements are made or to reflect the occurrence of unanticipated events.\nOverview\nDSwiss, Inc., a Nevada corporation (\u201cthe Company\u201d) was incorporated under the laws of the State of Nevada on May 28, 2015. DSwiss Holding Limited owns 100% of DSwiss (HK) Limited, a Hong Kong Company, which owns 100% of DSwiss Sdn Bhd, the operating Malaysia Company of which is described below. In 2016, DSwiss (HK) Limited invested in DSwiss Biotech Sdn Bhd, incorporated in Malaysia, and owned 40% equity interest. We have incorporated a new company namely DSwiss International Trading (Shenzhen) Limited in China, with 100% equity interest owned by DSwiss (HK) Limited. On November 9, 2020, DSwiss International Trading (Shenzhen) Limited was officially deregistered.\nOur Company is a beauty supply company formed with the goal of supplying high quality beauty products directly to our clients. Our beauty supplies include, but are not limited to, beverages to assist in burning and reducing fat, anti-aging creams, and products designed to improve the overall health and physical appearance of our clients. Currently we supply our products in Malaysia, Singapore, Thailand, Indonesia, Hong Kong and China. However, we have intentions to expand to Myanmar, Macau, Vietnam and Cambodia, and subsequent to that we will make efforts to expand throughout the world a premier biotech-nutraceutical company, supplying high-quality health and beauty products, including beverages to assist in weight management, anti-aging creams, and products designed to improve the overall health system in our body.\nAt this time, we operate exclusively online through our website: http://www.dswissbeauty.com/\nOur Company continuously strives to improve the already high standard of our goods and services through ongoing research and market development. We are going to penetrate into South East Asia markets through the recruitment of distributors and via the social media like Facebook and Instagram. We foresee to spend a substantial amount in marketing and advertising in the coming year. At DSwiss we are determined to bring new products to markets that we have not yet explored.\nProducts which meet the definition of a functional food and cosmetics related products need to be registered or notified with the Drug Control Authority (DCA), Ministry of Health Malaysia. Manufacturing, marketing, importation and the sale of unregistered products is a violation of the Dr", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1652561_2020.htm (CIK: 1652561, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02481", "source": "edgar", "source_license": "public_domain", "text": "Item 8 - Financial Statements and Supplementary Data\nThe index of all financial statements and supplementary Data required by this Item is presented on Page 23.\nItem 9", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1558465_2020.htm (CIK: 1558465, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02482", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A.\nRISK FACTORS\nAn investment in our common stock or any other security that may be issued by us involves a high degree of risk. You should carefully consider these risk factors, together with all of the other information included in this Annual Report, before you decide to invest in shares of our common stock. If any of the following risks develop into actual events, then our business, financial condition, results of operations and/or prospects could be materially adversely affected. If that happens, the market price of our common stock, if any, could decline, and investors may lose all or part of their investment. You should read the section entitled \u201cForward-Looking Statements\u201d above for a discussion of what types of statements are forward-looking statements, as well as the significance of such statements in the context of this annual report.\nRisk Factor Summary\nOur business is subject to numerous risks and uncertainties. These risks represent challenges to the successful implementation of our strategy and to the growth and future profitability of our business. These risks include, but are not limited to, the following:\n\u25cf\nWe have a history of operating losses;\n\u25cf\nPublic health epidemics or outbreaks (such as the novel strain of coronavirus (COVID-19)) could adversely impact our business;\n\u25cf\nWe may be unable to attract sufficient demand for and obtain acceptance of our hemp-based products by consumers;\n\u25cf\nWe are subject to Canada\u2019s Cannabis Act, Industrial Hemp Regulations, Food and Drugs Act and analogous provisions of applicable federal, provincial, state and local laws and could face substantial penalties if we fail to comply with such laws;\n\u25cf\nWe may be unable to attract sufficient demand for and obtain acceptance of our hemp-based products by consumers;\n\u25cf\nPossible yet unanticipated changes in federal and state law could cause any products that we intend to launch, containing hemp to be illegal, or could otherwise prohibit, limit or restrict any of our products containing hemp;\n\u25cf\nRisks associated with the hemp products industry;\n\u25cf\nRisks associated with the LED products industry;\n\u25cf\nFDA regulation could negatively affect the hemp industry, which would directly affect our financial condition;\n\u25cf\nSources of hemp depend upon legality of cultivation, processing, marketing and sales of products derived from those plants under federal and state law of the United States, Canada and Ukraine;\n\u25cf\nBecause our distributors may only sell and ship our anticipated hemp-based products in states in the United States that have adopted laws and regulations qualifying under the 2018 Farm Act, a reduction in the number of states having such qualifying laws and regulations could limit, restrict or otherwise preclude the sale of intended products containing hemp;\n\u25cf\nThere may be unanticipated delays in the development and introduction of our future hemp-based products and/or our inability to control costs;\n\u25cf\nWe may be unable to consistently retain or hire third-party manufacturers, suppliers or other service providers to produce our hemp-based products;\n\u25cf\nWe do not have control over all third parties involved in the manufacturing of our products and their compliance with government health and safety standards. Even if our products meet these standards, they could otherwise become contaminated;\n\u25cf\nThe manufacture and sale of our products involves product liability, potential intellectual property infringement and related risks that could expose us to significant insurance and loss expenses;\n\u25cf\nConfusion between legal hemp and illegal cannabis;\n\u25cf\nSeasonal fluctuations in revenue;\n\u25cf\nOur failure to promote and maintain a strong brand;\n\u25cf\nFailure to achieve or sustain profitability;\n\u25cf\nOur failure to successfully or cost-effectively manage our marketing efforts and channels, and the failure of such efforts and channels to be effective in generating leads and business for the Company or any of its affiliated providers;\n\u25cf\nSignificant competition;\n\u25cf\nAdequate", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1653821_2020.htm (CIK: 1653821, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02483", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nForward-Looking Statements\nThe information contained in this section should be read in conjunction with our consolidated financial statements and related notes and schedules thereto appearing elsewhere in this Annual Report on Form 10-K. Except as otherwise specified, references to \u201cthe Company\u201d, \u201cwe\u201d, \u201cus\u201d, and \u201cour\u201d refer to TriplePoint Private Venture Credit Inc. and its subsidiaries.\nThis Annual Report on Form 10-K contains forward-looking statements that involve substantial risks and uncertainties. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about us, our current and prospective portfolio investments, our industry, our beliefs, and our assumptions. Words such as \u201canticipates,\u201d \u201cexpects,\u201d \u201cintends,\u201d \u201cplans,\u201d \u201cwill,\u201d \u201cmay,\u201d \u201ccontinue,\u201d \u201cbelieves,\u201d \u201cseeks,\u201d \u201cestimates,\u201d \u201cwould,\u201d \u201ccould,\u201d \u201cshould,\u201d \u201ctargets,\u201d \u201cprojects,\u201d and variations of these words and similar expressions are intended to identify forward-looking statements. The forward-looking statements contained in this Annual Report on Form 10-K include statements as to:\n\u2022our and our portfolio companies\u2019 future operating results and financial condition, including the ability of us and our portfolio companies to achieve our respective objectives;\n\u2022our business prospects and the prospects of our portfolio companies;\n\u2022our relationships with third parties, including but not limited to lenders and venture capital investors, including other investors in our portfolio companies;\n\u2022the impact and timing of our unfunded commitments;\n\u2022the expected market for venture capital investments;\n\u2022the performance of our existing portfolio and other investments we may make in the future;\n\u2022the impact of investments that we expect to make;\n\u2022actual and potential conflicts of interest with TPC, the Adviser and its senior investment team and Investment Committee;\n\u2022our contractual arrangements and relationships with third parties;\n\u2022the dependence of our future success on the U.S. and global economies, including with respect to the industries in which we invest;\n\u2022our expected financings and investments;\n\u2022the ability of the Adviser to locate suitable investments for us and to monitor and administer our investments;\n\u2022the ability of our Adviser to attract, retain and have access to highly talented professionals, including our Adviser\u2019s senior management team;\n\u2022our ability to qualify and maintain our qualification as a RIC and as a BDC;\n\u2022the adequacy of our available liquidity, cash resources, including undrawn Capital Commitments and the ability of our investors to fulfill their obligations under the Subscription Agreements, and working capital and compliance with covenants under our borrowing arrangements; and\n\u2022the timing of cash flows, if any, from the operations of our portfolio companies.\nThese statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including without limitation:\n\u2022changes in laws and regulations, changes in political, economic or industry conditions, and changes in the interest rate environment or other conditions affecting the financial and capital markets, including with respect to changes resulting from or in response to, or potentially even the absence of changes as a result of, the impact of the COVID-19 pandemic;\n\u2022the length and duration of the COVID-19 outbreak in the United States as well as worldwide, and the magnitude of its impact and time required for economic recovery, including with respect to the impact of travel restrictions and other isolation and quarantine measures on the ability of the Adviser\u2019s investment professionals to conduct in-person diligence", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1792509_2020.htm (CIK: 1792509, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02484", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nMarket risk is the risk of erosion of our cash flows, earnings, asset values or equity due to adverse changes in commodity market prices, interest rates and foreign currency and inflation rates.\nRISK POLICIES\nSempra Energy has policies governing its market risk management and trading activities. Sempra Energy and the California Utilities maintain separate risk management committees, organizations and processes for the California Utilities and for all non-CPUC regulated affiliates to provide oversight of these activities. The committees consist of senior officers who establish policy, oversee energy risk management activities, and monitor the results of trading and other activities to help ensure compliance with our stated energy risk management and trading policies. These activities include, but are not limited to, monitoring of market positions that create credit, liquidity and market risk. The respective oversight organizations and committees are independent from energy procurement departments.\nAlong with other tools, we use VaR and liquidity metrics to measure our exposure to market risk associated with commodity portfolios. VaR is an estimate of the potential loss on a position or portfolio of positions over a specified holding period, based on normal market conditions and within a given statistical confidence interval. We use a variance-covariance VaR model at a 95% confidence level. A liquidity metric is intended to monitor the amount of financial resources needed for meeting potential margin calls as forward market prices move. VaR and liquidity risk metrics are independently verified by the respective risk management oversight organizations.\nThe California Utilities use power and natural gas derivatives to manage electric and natural gas price risk associated with servicing load requirements. The use of power and natural gas derivatives is subject to certain limitations imposed by company policy and is in compliance with risk management and trading activity plans that have been filed with and approved by the CPUC. We discuss revenue recognition in Note 3 and additional market-risk information regarding derivative instruments in Note 11 of the Notes to Consolidated Financial Statements.\nWe have exposure to changes in commodity prices, interest rates and foreign currency and inflation rates. The following discussion of these primary market-risk exposures as of December 31, 2020 includes a discussion of how these exposures are managed.\nCOMMODITY PRICE RISK\nMarket risk related to physical commodities is created by volatility in the prices and basis of certain commodities. Our various subsidiaries are exposed, in varying degrees, to commodity price risk, primarily to prices in the natural gas and electricity markets. Our policy is to manage this risk within a framework that considers the specific markets and operating and regulatory environments of each subsidiary.\nSempra Mexico and Sempra LNG are generally exposed to commodity price risk indirectly through their LNG, natural gas pipelines and storage, and power-generating assets. These segments may utilize commodity transactions in an effort to optimize these assets. These transactions are typically priced based on market indices, but may also include fixed price purchases and sales of commodities. Any residual exposure is monitored as described above. A hypothetical 10% unfavorable change in commodity prices would not have resulted in a material change in the fair value of our commodity-based derivatives for these segments at December 31, 2020 or 2019. The impact of a change in energy commodity prices on our commodity-based derivative instruments at a point in time is not necessarily representative of the results that will be realized when the contracts are ultimately settled and does not typically include the generally offsetting impact of our underlying asset positions.\nThe California Utilities\u2019 market-", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1032208_2020.htm (CIK: 1032208, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02485", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. Executive Compensation\nInformation set forth under the caption \u201cExecutive Compensation\u201d in the Proxy Statement is incorporated by reference herein.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1759008_2020.htm (CIK: 1759008, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02486", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data\n(a)During 2020, Seaboard elected to change its method for valuing its inventories that previously used the last-in, first-out (\u201cLIFO\u201d) method to the first-in, first-out (\u201cFIFO\u201d) method. The effects of the change in accounting principle from LIFO to FIFO have been retroactively applied to all periods presented.\n(b)Total assets increased $496 million with the adoption of new leasing guidance in 2019 that required the recognition of ROU assets for most operating leases.\n(c)In 2017, Seaboard recorded $65 million of additional income tax expense, or $55.31 per common share, as a result of the December 22, 2017 enactment of the Tax Cuts and Job Act (the \u201c2017 Tax Act\u201d). See Note 14 to the consolidated financial statements for further information on the 2017 Tax Act.\n(d)In 2017, Seaboard resumed declaring quarterly dividends. In December 2012, Seaboard declared and paid a dividend of $12.00 per common share. The amount of the dividend represented a prepayment of the annual 2013, 2014, 2015 and 2016 dividends ($3.00 per common share per year). Basic and diluted earnings per common share are the same for all periods presented.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax expense, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02487", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6.\nSELECTED FINANCIAL DATA.\nThe following table presents selected historical consolidated financial data derived from our Consolidated Financial Statements for the periods indicated. The financial data for our fiscal years ended and as of July 31, 2016 through July 31, 2020 should be read in conjunction with those Consolidated Financial Statements, related notes thereto and Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations. The table presented below is unaudited. The data presented below is in thousands, except for diluted net income per share attributable to Vail Resorts, Inc., cash dividends declared per share, effective ticket price (\u201cETP\u201d), average daily rate (\u201cADR\u201d) and revenue per available room (\u201cRevPAR\u201d) amounts.\n(1)We have completed several acquisitions of destination mountain resorts and regional ski areas during the past five years, which impacts comparability between years, including Peak Resorts (acquired September 2019); Falls Creek and Hotham (acquired April 2019); Crested Butte, Mount Sunapee and Okemo (acquired September 2018); Stevens Pass (acquired August 2018); Stowe (acquired June 2017); and Whistler Blackcomb (acquired October 2016).\n(2)Financial results for the year ended July 31, 2020 were impacted by several one-time adjustments including (i) the deferral of $120.9 million of deferred season pass revenue, as well as $2.9 million of related deferred costs, that would have been recognized during the year ended July 31, 2020 but were deferred as a result of credits that were offered to customers who had purchased 2019/2020 North American pass products and who will purchase 2020/2021 North American pass products, and (ii) an asset impairment of approximately $28.4 million as a result of the effects of the COVID-19 pandemic on our Colorado resort ground transportation company.\n(3)Net income, net income attributable to Vail Resorts, Inc. and diluted net income per share attributable to Vail Resorts, Inc. were positively impacted during the year ended July 31, 2018 as a result of one-time tax benefits related to comprehensive U.S. tax legislation, which also resulted in a decreased federal U.S. corporate tax rate prospectively from January 1, 2018, and excess tax benefits from employee share award exercises, as discussed subsequently in this document.\n(4)A skier visit represents a person purchasing a ticket or utilizing a pass to access a destination mountain resort or regional ski area for any part of one day during a winter ski season and includes complimentary access.\n(5)ETP is calculated by dividing lift revenue by total skier visits during the respective periods.\n(6)ADR is calculated by dividing total room revenue (includes both owned room and managed condominium unit revenue) by the number of occupied rooms during the respective periods.\n(7)RevPAR is calculated by dividing total room revenue (includes both owned room and managed condominium unit revenue) by the number of rooms that are available to guests during the respective periods.\n(8)Real estate held for sale and investment includes all land, development costs and other improvements associated with real estate held for sale and investment.\n(9)Cash and cash equivalents exclude restricted cash.\n(10)We adopted a new lease accounting standard on August 1, 2019 using a modified retrospective transition method, in which reporting periods beginning on August 1, 2019 are presented under the new standard, while prior periods were not adjusted and continue to be reported in accordance with the previously applicable accounting guidance. As a result of adopting the new lease accounting standard, the Company recorded $221.8 million of right-of-use (\u201cROU\u201d) assets and $254.2 million of related total operating lease liabilities in the Consolidated Balance Sheet as of August 1, 2019.\n(11)Net Debt, a non-GAAP financial measure, is defined as long-term debt, net plus long-term debt due within one year less cash and cash equiva", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: tax rate, tax benefit. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02488", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nThe following tables presenting our unaudited quarterly results of operations should be read in conjunction with the Consolidated Financial Statements and related Notes included in Part IV, Item 15 of this annual report on Form 10-K and are incorporated by reference into this Item 8. We have prepared the unaudited information on the same basis as our audited Consolidated Financial Statements. Our operating results for any quarter are not necessarily indicative of results for any future quarters or for a full year.\nSUPPLEMENTARY CONSOLIDATED FINANCIAL DATA (UNAUDITED)\nITEM 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 926326_2020.htm (CIK: 926326, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02489", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nThe information required in response to this Item 11 is incorporated herein by reference to our Definitive Proxy Statement to be filed with the SEC pursuant to Regulation 14A of the Exchange Act not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1092662_2020.htm (CIK: 1092662, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02490", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nReport of Independent Registered Public Accounting Firm\nTo the shareholders and the board of directors of Duesenberg Technologies Inc. (formerly VGrab Communications Inc.)\nOpinion on the Consolidated Financial Statements\nWe have audited the accompanying consolidated balance sheets of Duesenberg Technologies Inc. (the \u201cCompany\u201d) as of October 31, 2020 and 2019, the related consolidated statements of operations, stockholders\u2019 deficit and cash flows, for the years then ended, and the related notes (collectively referred to as the \u201cfinancial statements\u201d). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of October 31, 2020 and 2019, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.\nGoing Concern\nThe accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has incurred losses in developing its business, and further losses are anticipated. The Company requires additional funds to meet its obligations and the costs of its operations. These factors raise substantial doubt about the Company\u2019s ability to continue as a going concern. Management\u2019s plans in this regard are described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty\nBasis for Opinion\nThese financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (\u201cPCAOB\u201d) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting in accordance with the standards of the PCAOB. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company\u2019s internal control over financial reporting. Accordingly, we express no such opinion in accordance with the standards of the PCAOB.\nOur audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\n/s/ DMCL\nDALE MATHESON CARR-HILTON LABONTE LLP\nCHARTERED PROFESSIONAL ACCOUNTANTS\nWe have served as the Company\u2019s auditor since 2010\nVancouver, Canada\nJanuary 29, 2021\nDUESENBERG TECHNOLOGIES INC.\n(FORMERLY VGRAB COMMUNICATIONS INC.)\nCONSOLIDATED BALANCE SHEETS\n(EXPRESSED IN US DOLLARS)\nThe accompanying notes are an integral part of these consolidated financial statements.\nDUESENBERG TECHNOLOGIES INC.\n(FORMERLY VGRAB COMMUNICATIONS INC.)\nCONSOLIDATED STATEMENTS OF OPERATIONS\n(EXPRESSED IN US DOLLARS)\nThe accompanying notes ar", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1551887_2020.htm (CIK: 1551887, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02491", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nItem 1A. Risk factors\nLegal and Regulatory\nPayments Industry Regulation\nGlobal regulatory and legislative activity directly related to the payments industry may have a material adverse impact on our overall business and results of operations.\nRegulators increasingly seek to regulate certain aspects of payments systems such as ours, or establish or expand their authority to do so. Many jurisdictions have enacted such regulations, establishing, and potentially further expanding, obligations or restrictions with respect to the types of products and services that we may offer, the countries in which our integrated products and services may be used, the way we structure and operate our business and the types of consumers and merchants who can obtain or accept our products or services. New regulations and oversight could also relate to our clearing and settlement activities (including risk management policies and procedures, collateral requirements, participant default policies and procedures, the ability to complete timely switching of financial transactions, and capital and financial resource requirements). Several jurisdictions have also inquired about the network fees we charge to our customers (typically as part of broader market reviews of retail payments). In addition, several central banks or similar regulatory bodies around the world have increased, or are seeking to increase, their formal oversight of the electronic payments industry. In some cases, we have been designated as a \u201csystemically important payment system\u201d, and other regulators may consider designating us as systemically important or in a similar category resulting in heightened regulatory oversight. These obligations, designations and restrictions may further expand and could conflict with each other as more jurisdictions impose oversight of payment systems. Moreover, as regulators around the world increasingly look to replicate similar regulation of payments and other industries, efforts in any one jurisdiction may influence approaches in other jurisdictions. Similarly, new initiatives within a jurisdiction involving one product may lead to regulation of similar or related products (for example, debit regulations could lead to regulation of credit products). As a result, the risks to our business created by any one new law or regulation are magnified by the potential it has to be replicated in other jurisdictions or involve other products within any particular jurisdiction.\nIncreased regulation and oversight of payment systems may result in costly compliance burdens or otherwise increase our costs. As a result, issuers and acquirers could be less willing to participate in our payments system, reduce the benefits offered in connection with the use of our products (making our products less desirable to consumers), reduce the volume of domestic and cross-border transactions or other operational metrics, disintermediate us, impact our profitability and limit our ability to innovate or offer differentiated products and services, all of which could materially and adversely impact our financial performance. In addition, any regulation that is enacted related to the type and level of network fees we charge our customers could also materially and adversely\n20 MASTERCARD 2020 FORM 10-K\nPART I\nITEM 1A. RISK FACTORS\nimpact our results of operations. Regulators could also require us to obtain prior approval for changes to our system rules, procedures or operations, or could require customization with regard to such changes, which could negatively impact us. Such changes could lead to new or different criteria for participation in and access to our payments system by financial institutions or other customers. Moreover, failure to comply with the laws and regulations to which we are subject could result in fines, sanctions, civil damages or other penalties, which could materially and adversely affect our overall business and results of operations, as we", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1141391_2020.htm (CIK: 1141391, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02492", "source": "edgar", "source_license": "public_domain", "text": "Item 7.Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\nThe following information should be read in conjunction with the financial statements and notes thereto appearing elsewhere in this Form 10-K.\nThe consolidated financial statements included in this annual report include the financial statements of the Company and those of Passive Security Scan, Inc. (\"PSSI\"), a consolidated subsidiary.\nEffective January 12, 2017, PSSI was incorporated in the state of Utah as a wholly owned subsidiary. The Company merged its wholly owned subsidiary, Long Canyon Gold Resources Corp. (\"Long Canyon\"), into PSSI, with PSSI the surviving entity. The Company transferred to PSSI its exclusive world-wide license to the defense, detection and protection security products previously acquired by the Company. The Company currently owns 76.28% of PSSI with 23.72% acquired by four other individuals and entities. With the merger of Long Canyon into PSSI, the Company discontinued its mineral exploration business. The Company plans to continue the development of the technology and conduct all sales and marketing activities in PSSI.\nForward Looking and Cautionary Statements\nThis report contains forward-looking statements relating to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as \u201cmay,\u201d \u201cwill\u201d \u201cshould,\" \u201cexpect,\" \"intend,\" \"plan,\" anticipate,\" \"believe,\" \"estimate,\" \"predict,\" \"potential,\" \"continue,\" or similar terms, variations of such terms or the negative of such terms. These statements are only predictions and involve known and unknown risks, uncertainties and other factors. Although forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment, actual results could differ materially from those anticipated in such statements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.\nGoing Concern\nOur consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States applicable to a going concern. Through April 30, 2020, the Company has no revenues, has accumulated deficit of $10,193,808 since inception on June 19, 2008 and had a working capital deficit of $4,097,486 and expects to incur further losses in the development of its\nbusiness, all of which cast substantial doubt about the Company\u2019s ability to continue as a going concern. Management plans to continue to provide for the capital needs during the year ending April 30, 2021 by issuing debt and equity securities and by the continued support of its related parties. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence. There is no assurance that funding will be available to continue the Company\u2019s business operations.\nResults of Operations\nWe currently have no sources of operating revenues. Accordingly, no revenues were recorded for the years ended April 30, 2019 and 2020.\nOur total operating expenses increased to $863,775 in the year ended April 30, 2019 from $903,440 in the year ended April 30, 2020. The increases are due primarily to an increase in stock based compensation, and the issuance of shares to investor relations consultants. We also incurred an increase in professional fees and costs.\nOur interest expense decreased from $196,233 in the year ended April 30, 2019 to $146,299 in the year ended April 30, 2020. The decrease in interest expense is due primarily to lower interest-bearing debt issued to institutional investors, related extension and early payment penalties, and to the amort", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1533357_2020.htm (CIK: 1533357, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02493", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nMarket risks relating to our operations result primarily from the volatility in commodity prices, basis differentials and interest rates, as well as service costs and credit risk concentrations. We use fixed price swap agreements, options, swaptions, basis swaps and interest rate swaps to reduce the volatility of earnings and cash flow due to fluctuations in the prices of natural gas, oil and certain NGLs along with interest rates. Our Board of Directors has approved risk management policies and procedures to utilize financial products for the reduction of defined commodity price risk. Utilization of financial products for the reduction of interest rate risks is also overseen by our Board of Directors. These policies prohibit speculation with derivatives and limit swap agreements to counterparties with appropriate credit standings.\nCredit Risk\nOur exposure to concentrations of credit risk consists primarily of trade receivables and derivative contracts associated with commodities trading. Concentrations of credit risk with respect to receivables are limited due to the large number of our purchasers and their dispersion across geographic areas. For the year ended December 31, 2020, one purchaser accounted for 10% of our revenues. A default on this account could have a material impact on the Company, but we do not believe that there is a material risk of a default. No single purchaser accounted for greater than 10% of revenues during the year ended December 31, 2019. We believe that the loss of any one customer would not have an adverse effect on our ability to sell our natural gas, oil and NGL production. See \u201cCommodities Risk\u201d below for discussion of credit risk associated with commodities trading.\nInterest Rate Risk\nAs of December 31, 2020, we had approximately $2.5 billion of outstanding senior notes with a weighted average interest rate of 7.02%, and $700 million of borrowings under our revolving credit facility. We currently have an interest rate swap in effect to mitigate a portion of our exposure to volatility in interest rates. At December 31, 2020, we had a long-term issuer credit rating of Ba2 by Moody\u2019s, a long-term debt rating of BB- by S&P and a long-term debt issuer default rating of BB by Fitch Ratings. In April 2020, S&P downgraded our bond rating to BB-, which had the effect of increasing the interest rate on our 2025 Notes to 6.45% following the July 23, 2020 interest payment date. The first coupon payment to the bondholders at the higher interest rate will be paid in January 2021. Any further upgrades or downgrades in our public debt ratings by Moody\u2019s or S&P could decrease or increase our cost of funds, respectively.\n(1)Excludes unamortized debt issuance costs and debt discounts.\nCommodities Risk\nWe use over-the-counter fixed price swap agreements and options to protect sales of our production against the inherent risks of adverse price fluctuations or locational pricing differences between a published index and the NYMEX futures market. These swaps and options include transactions in which one party will pay a fixed price (or variable price) for a notional quantity in exchange for receiving a variable price (or fixed price) based on a published index (referred to as price swaps) and transactions in which parties agree to pay a price based on two different indices (referred to as basis swaps).\nThe primary market risks relating to our derivative contracts are the volatility in market prices and basis differentials for our production. However, the market price risk is offset by the gain or loss recognized upon the related sale or purchase of the production that is financially protected. Credit risk relates to the risk of loss as a result of non-performance by our counterparties. The counterparties are primarily major banks and integrated energy companies that management believes present minimal credit risks. The credit quality of each counterp", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 7332_2020.htm (CIK: 7332, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02494", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. RISK FACTORS.\nThe following risk factors, among others, could in the future affect our actual results of operations and could cause our actual results to differ materially from those expressed in our forward-looking statements. These forward-looking statements are based on current expectations and we assume no obligation to update this information. Before you decide to buy, hold, or sell our common stock, you should carefully consider the risks described below, in addition to the other information contained elsewhere in this report in addition to our other public filings and presentations. The following risk factors are not the only risk factors facing our company. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our business. Our business, financial condition, and results of operation could be seriously harmed if any of the events underlying any of these risks or uncertainties actually occurs. In that event, the market price for our common stock could decline, and you may lose all or part of your investment.\nTrends, Risks and Uncertainties Related to Our Business\nThe COVID-19 pandemic, or other outbreak of disease or similar public health threat, could materially and adversely affect our business, financial condition and results of operations.\nThe COVID-19 pandemic has resulted in government authorities implementing numerous measures to try to contain the virus, and these measures have impacted and may further impact our workforce and operations, the operations of our customers, and those of our respective vendors and suppliers. We have seen that demand for consumer electronic products has softened due to social distancing and other restrictions. Also, we have noticed a slowdown in spending on enterprise IT infrastructure which negatively affects revenues from our Unified Communications segment. Furthermore, certain industry-wide supply chain constraints are placing certain limitations on our product deliveries. Therefore, we face near-term challenges, related to a shortfall in consumer spending and demand for consumer electronic products, as well as near-term decrease in revenues from our Unified Communications segment.\nThe spread of COVID-19 also has caused us to modify our business practices, and we may take further actions as may be required by government authorities or that we determine are in the best interests of our employees, customers, and communities. Such actions may result in further disruptions to our supply chain, operations and facilities, and workforce. We cannot assure you that such measures will be sufficient to mitigate the risks posed by COVID-19, and our ability to perform critical functions could be harmed.\nWe cannot at this time quantify or forecast the full business impact of COVID-19. The degree to which COVID-19 impacts our business, financial condition, and results of operations will depend on future developments, which are highly uncertain, and to what extent normal economic and operating conditions can resume.\nIn order to sustain the future growth of our business, we must penetrate new markets and our new products must achieve widespread market acceptance but such additional revenue opportunities may not be implemented and may not be achieved.\nIn order to expand our business and increase our revenues, we must penetrate new markets and introduce new products, especially our Unified Communications, SmartVoice and SmartHome product families. To sustain the future growth of our business, we need to introduce new products as sales of our cordless products continue to decline as expected. We have invested significant resources in pursuing potential opportunities for revenue growth in new product initiatives. We also are exploring opportunities to expand sales of our products in new geographies. However, there are no assurances that we will be successful in the development, sales and marketing of our products in these competitive ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 915778_2020.htm (CIK: 915778, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02495", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nCMS Energy and Consumers are exposed to a variety of factors, often beyond their control, that are difficult to predict and that involve uncertainties that may materially adversely affect CMS Energy\u2019s or Consumers\u2019 business, liquidity, financial condition, or results of operations. Additional risks and uncertainties not presently known or that management believes to be immaterial may also adversely affect CMS Energy or Consumers. The risk factors described in the following sections, as well as the other information included in this report and in other documents filed with the SEC, should be considered carefully before making an investment in securities of CMS Energy or Consumers. Risk factors of Consumers are also risk factors of CMS Energy.\nInvestment/Financial Risks\nCMS Energy depends on dividends from its subsidiaries to meet its debt service obligations.\nDue to its holding company structure, CMS Energy depends on dividends from its subsidiaries to meet its debt service and other payment obligations. If sufficient dividends were not paid to CMS Energy by its subsidiaries, CMS Energy might not be able to generate the funds necessary to fulfill its payment obligations.\nConsumers\u2019 ability to pay dividends or acquire its own stock from CMS Energy is limited by restrictions contained in Consumers\u2019 preferred stock provisions and potentially by other legal restrictions, such as certain terms in its articles of incorporation and FERC requirements.\nCMS Energy has indebtedness that could limit its financial flexibility and its ability to meet its debt service obligations.\nThe level of CMS Energy\u2019s present and future indebtedness could have several important effects on its future operations, including, among others, that:\n\u2022a significant portion of CMS Energy\u2019s cash flow from operations could be dedicated to the payment of principal and interest on its indebtedness and would not be available for other purposes\n\u2022covenants contained in CMS Energy\u2019s existing debt arrangements, which require it to meet certain financial tests, could affect its flexibility in planning for, and reacting to, changes in its business\n\u2022CMS Energy\u2019s ability to obtain additional financing for working capital, capital expenditures, acquisitions, and general corporate and other purposes could become limited\n\u2022CMS Energy could be placed at a competitive disadvantage to its competitors that are less leveraged\n\u2022CMS Energy\u2019s vulnerability to adverse economic and industry conditions could increase\n\u2022CMS Energy\u2019s future credit ratings could fluctuate\nCMS Energy\u2019s ability to meet its debt service obligations and to reduce its total indebtedness will depend on its future performance, which will be subject to general economic conditions, industry cycles, changes in laws or regulatory decisions, and financial, business, and other factors affecting its operations, many of which are beyond its control. CMS Energy cannot make assurances that its businesses will continue to generate sufficient cash flow from operations to service its indebtedness, which could require CMS Energy to sell assets or obtain additional financing.\nCMS Energy and Consumers have financing needs and could be unable to obtain bank financing or access the capital markets.\nCMS Energy and Consumers rely on the capital markets, as well as on bank syndications, to meet their financial commitments and short-term liquidity needs not otherwise funded internally.\nDisruptions in the capital and credit markets, or the inability to obtain required FERC authorization for issuances of securities including debt, could adversely affect CMS Energy\u2019s and Consumers\u2019 access to liquidity needed for their businesses. Any liquidity disruption could require CMS Energy and Consumers to take measures to conserve cash including, but not limited to, deferring capital expenditures, changing commodity purchasing strategies to avoid collateral-posting requirements, and reducing or eliminating future share repurchases,", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 811156_2020.htm (CIK: 811156, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02496", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS.\nAn investment in our securities is subject to risks inherent in our business. Before making an investment decision, you should carefully consider the risks and uncertainties described below together with all of the other information included in this report. In addition to the risks and uncertainties described below, other risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition and results of operations. The value or market price of our securities could decline due to any of these identified or other risks, and you could lose all or part of your investment.\nEconomic and Market Risks\nOur business is concentrated in and largely dependent upon the continued growth and welfare of the Iowa and Minneapolis/St. Paul markets.\nWe operate primarily in the central and eastern Iowa and Minneapolis/St. Paul, Minnesota markets and their surrounding communities in the upper-Midwest. As a result, our financial condition, results of operations and cash flows are significantly impacted by changes in the economic conditions in those areas. Our success depends to a significant extent upon the business activity, population, income levels, deposits and real estate activity in these markets. Although our customers\u2019 businesses and financial interests may extend well beyond these market areas, adverse economic conditions that affect these market areas could reduce our growth rate, affect the ability of our customers to repay their loans to us, affect the value of collateral underlying loans and generally affect our financial condition and results of operations. Unfavorable or uncertain economic and market conditions can be caused by declines in economic growth, business activity or investor or business confidence; limitations on the availability or increases in the cost of credit and capital; increases in inflation or interest rates; high unemployment; uncertainty in U.S. trade policies, legislation, treaties and tariffs; natural disasters; acts of war or terrorism; widespread disease or pandemics; or a combination of these or other factors. Because of our geographic concentration, we are less able than other regional or national financial institutions to diversify our credit risks across multiple markets.\nThe outbreak of COVID-19 has led to an economic recession and had other adverse effects on the U.S. economy and has disrupted our operations. The ongoing COVID-19 pandemic has also adversely impacted certain industries in which our clients operate and impaired their ability to fulfill their financial obligations to us. The ultimate impact of the COVID-19 pandemic on our business remains uncertain but may have a material and adverse effect on our business, financial condition, results of operations and growth prospects.\nThe COVID-19 pandemic continues to negatively impact the United States and the world. The spread of COVID-19 has negatively impacted the U.S. economy at large, and small businesses in particular, and has affected our operations. The responses on the part of the U.S. and global governments and populations have created a recessionary environment, reduced economic activity and caused significant volatility in the global stock markets. We have experienced significant disruptions across our business due to these effects, which may in future periods lead to decreased earnings, significant loan defaults and slowdowns in our loan collections. We expect increased unemployment and recessionary concerns will adversely affect mortgage originations and loan revenue in future periods. The ultimate impact of the COVID-19 pandemic on our business remains uncertain but may have a material and adverse effect on our business, financial condition, results of operations and growth prospects.\nThe outbreak of COVID-19 has resulted in a decline in the businesses of certain of our clients, a decrease in consumer confidence, an ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1412665_2020.htm (CIK: 1412665, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02497", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\nFIVE-YEAR SUMMARY\nWest Pharmaceutical Services, Inc. and Subsidiaries\n(1) Results for reporting periods beginning after January 1, 2018 are presented under Accounting Standards Codification (\"ASC\") 606, while prior period amounts are not adjusted and continue to be reported under the accounting standards in effect for those periods.\n(2) Based on weighted average common shares outstanding.\n(3) Based on weighted average shares, assuming dilution.\n(4) Performance measurements represent indicators commonly used in the financial community. Certain of the following performance measures are not in conformity with U.S. generally accepted accounting principles (\u201cU.S. GAAP\u201d) and should not be used as a substitute for the comparable U.S. GAAP financial measures. The non-U.S. GAAP financial measures are included as management uses them in evaluating our results of operations and believes that this information provides users with a valuable insight into our overall performance and financial position.\n(a) Net sales minus cost of goods and services sold, including applicable depreciation and amortization, divided by net sales.\n(b) Operating profit divided by net sales.\n(c) Operating profit multiplied by one minus the effective tax rate divided by average total invested capital.\n(d) Net debt (total debt less cash and cash equivalents) divided by total invested capital less cash and cash equivalents.\n(5) As a result of the Tax Cuts and Jobs Act (the \u201c2017 Tax Act\u201d), the federal statutory rate was reduced from 35.0% to 21.0% effective for tax years beginning after December 31, 2017. Please refer to Note 17, Income Taxes, for further discussion of the 2017 Tax Act.\n\u2020 Reflects our adoption of the guidance issued by the Financial Accounting Standards Board (\u201cFASB\u201d) regarding the presentation of net periodic pension and postretirement benefit cost (net benefit cost).\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax rate. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02498", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nThe information required by this Item 11 is set forth in the Proxy Statement relating to the Company\u2019s 2021 annual meeting of stockholders, which is incorporated herein by reference.\nThe executive compensation and related information incorporated by reference herein shall not be deemed \u201csoliciting material\u201d or to be \u201cfiled\u201d with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act or Exchange Act, except to the extent that the Company specifically incorporates it by reference into such filing.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1792580_2020.htm (CIK: 1792580, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02499", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations\nThe statements in the discussion and analysis regarding industry outlook, our expectations regarding the performance of our business, our liquidity and capital resources and the other non-historical statements are forward-looking statements. These forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to, the risks and uncertainties described in \"Risk Factors\" and \"Statement Regarding Forward-Looking Information.\" Our actual results may differ materially from those contained in or implied by the forward-looking statements. You should read the following discussion together with the sections entitled \"Risk Factors,\" \"Selected Historical Financial Data,\" \"Liquidity and Capital Resources\" and the consolidated financial statements and the related notes thereto included elsewhere in this Annual Report on Form 10-K.\nExcept as otherwise indicated or unless the context otherwise requires, all references to \"Black Knight,\" the \"Company,\" \"we,\" \"us\" or \"our\" are to Black Knight, Inc., a Delaware corporation, and its subsidiaries (\"BKI\").\nOverview\nWe are an award-winning software, data and analytics company that drives innovation in the mortgage lending and servicing and real estate industries, as well as the capital and secondary markets. Businesses leverage our robust, integrated solutions across the entire homeownership life cycle to help retain existing clients, gain new clients, mitigate risk and operate more effectively. Our clients rely on our proven, comprehensive, scalable products and our unwavering commitment to delivering exceptional client support to achieve their strategic goals and better serve their customers.\nWe have market-leading vertical software solutions combined with comprehensive real estate data and extensive analytic capabilities. Our solutions are utilized by U.S. mortgage loan originators and servicers, as well as other financial institutions, investors and real estate professionals, to support mortgage lending and servicing operations, analyze portfolios and properties, operate more efficiently, meet regulatory compliance requirements and mitigate risk.\nWe believe the breadth and depth of our comprehensive end-to-end, integrated solutions and the insight we provide to our clients differentiate us from other software providers and position us particularly well for evolving opportunities. We have served the mortgage loan and real estate industries for over 55 years and utilize this experience to design and develop solutions that fit our clients' ever-evolving needs. Our proprietary software solutions and data and analytics capabilities are designed to reduce manual processes, support compliance and quality, mitigate risk and deliver significant cost savings to our clients. Our scale allows us to continually and cost-effectively invest in our business in order to meet industry requirements and maintain our position as a provider of industry-standard platforms for mortgage loan market participants.\nThe table below summarizes the number of active first and second lien mortgage loans on our mortgage loan servicing software solution and the related market data, reflecting our leadership in the mortgage loan servicing software solutions market (in millions):\n_______________________________________________________\n(1) According to the Black Knight Mortgage Monitor Reports as of December 31, 2020 and 2019 for U.S. first lien mortgage loans.\n(2) According to the January 2021 and December 2019 Equifax National Consumer Credit Trends Reports as of January 4, 2021 and September 30, 2019, respectively, for U.S. second lien mortgage loans.\nWe offer our solutions to a wide range of clients across the mortgage and consumer loan, real estate and capital markets verticals. The quality and breadth of our solutions contribute to the long-standing nature of our relationships with our clients, ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1627014_2020.htm (CIK: 1627014, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02500", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\n9 | Page\nTREND INNOVATIONS HOLDING INC.\n(Formerly FREECOOK)\nFINANCIAL STATEMENTS\nFor the year ended March 31, 2020 and March 31, 2019\nPage\nReport of Independent Registered Public Accounting Firm\nBalance Sheets as of March 31, 2020 and March 31, 2019\nStatements of Operations for the year ended March 31, 2020 and 2019\nStatement of Stockholders\u2019 Equity as of March 31, 2020 and 2019\nStatements of Cash Flows for the year ended March 31, 2020 and 2019\nNotes to Financial Statements\n10 | Page\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nTo the Shareholders and the Board of Directors\nTrend Innovations Holding Inc. (Formerly FreeCook)\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheets of Trend Innovations Holding Inc. (Formerly FreeCook). (the\u201cCompany\u201d) as of March 31, 2020, and the related consolidated statements of operations, changes in stockholders\u2019 equity (deficit), and cash flows for the fiscal year ended March 31, 2020, and the related notes and schedules (collectively referred to as the \u201cFinancial Statements\u201d). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2020 and the results of its operations and its cash flows for the fiscal year ended March 31, 2020, in conformity with the accounting principles generally accepted in the United States of America.\nBasis of Opinion\nThese financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (\"PCAOB\") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.\nOur audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.\nGoing Concern Uncertainty\nThe accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company\u2019s recurring losses from operations and accumulated deficit raise substantial doubt about its ability to continue as a going concern. Management\u2019s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.\nOther Matter - 2019 Financial Statements\nThe financial statements of Trend Innovations Holding Inc. (Formerly FreeCook) as of and for the fiscal year end March 31, 2019, were audited by other auditors whose re", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1740797_2020.htm (CIK: 1740797, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02501", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nOverview of Compensation Program\nWe currently have not appointed members to serve on a Compensation Committee of the Board of Directors. Until a formal committee is established, our entire Board of Directors has responsibility for establishing, implementing, and continually monitoring adherence with the Company\u2019s compensation philosophy. The Board of Directors ensures that the total compensation paid to the executives is fair, reasonable, and competitive.\nRole of Executive Officers in Compensation Decisions\nThe Board of Directors makes all compensation decisions for, and approves recommendations regarding equity awards to, the executive officers and Directors of the Company. Decisions regarding the non-equity compensation of other employees of the Company are made by management.\nThe table below summarizes the total compensation paid to or earned by our Executive Officers, for the years ended December 31, 2020 and December 31, 2019.\n(1) (1) Angelo Ponzetta\u2019s salary was increased to $12,500 per month starting in 2018. Mr. Ponzetta has agreed to defer the remaining regular payments until the Company has more consistent cash flow. In September, 2019, Mr. Ponzetta converted the majority of outstanding payable to 823,244 Series A Preferred Stock. In light of the company\u2019s difficulties during COVID, Mr. Ponzetta has only a minimum amount of cash and deferred the rest, the remaining amount has been accrued as of December 31, 2020.\n(2) Daniele Monteverde\u2019s monthly salary is to be $10,000 per month beginning in November 2017 and continued until December 2020. However, Mr. Monteverde has agreed to defer regular payment until the Company has more consistent cash flow. In September, 2019, Mr. Monteverde converted the majority of outstanding payable to 382,012 Series A Preferred Stock. Due to the company\u2019s financial restraints, the company has deferred all of his compensation and as such for the remaining months in 2019 and 2020, Mr. Monteverde has deferred his compensation as such it has been accrued as of December 31, 2020.\n(3) Mr. Kimerer\u2019s monthly salary was $8,000 per month for the period of January through June 2018. Mr. Kimerer was paid $20,298 during 2018. Mr. Kimerer was not with the company in 2019 nor 2020.\n(4). The Company paid Mr. Berman $17,500 during 2018. Mr. Berman has been accruing compensation of $10,000 per month for 2019 and 2020. In September 2019, the Company converted his then accrued compensation to 441,027 Series A preferred stock. Due to the company\u2019s financial restraints, the company has deferred all of his compensation for the remaining months in 2019 and all of 2020, Mr. Berman deferred his compensation as such it has been accrued as of December 31, 2020. In addition, Mr. Berman has paid for our facilities on Lexington Avenue out of his own funds and we have deferred reimbursement.\n(5) Emily Santamore monthly salary was $7,500 for the period March 2019 to December 2019. Ms. Santamore\u2019s salary was increased to $15,000 per month of which $5,000 is deferred in January 2020.\nThe Company does not currently offer stock options or warrants and does not have any plans to do so. The Company has instituted a restricted Stock plan to incentivize employees.\nIn September 2019, the Company instituted an Employee / Vendor Restricted Stock Plan (\u201cPlan\u201d) to incentivize employees and key vendors, and align their goals with that of all of our shareholders. The Plan provides for the issuance of a certificate to each eligible participant that represents issued Series A Preferred Shares (\u201cShares\u201d). The Shares have a three-year cliff vest, which may be accelerated if the Company\u2019s Common Shares maintain a $4 closing share prices in any 30-day period, or the Company up-listed its Common Shares to a nationally recognized exchange. During the vesting period, participants forfeit their shares in the event of termination or resignation. The Board of Directors periodically determines the amount of shares to ", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1627611_2020.htm (CIK: 1627611, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02502", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6.\nSELECTED FINANCIAL DATA\nThe disclosures in this section are not required because we qualify as a smaller reporting company under federal securities laws.\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 941685_2020.htm (CIK: 941685, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02503", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nThis report on Form 10-K contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. The words \"expects,\" \"anticipates,\" \"believes,\" \"intends,\" \"plans\" and similar expressions identify forward-looking statements. In addition, any statements which refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements. We undertake no obligation to publicly disclose any revisions to these forward-looking statements to reflect events or circumstances occurring subsequent to filing this Form 10-K with the Securities and Exchange Commission. These forward-looking statements are subject to risks and uncertainties, including, without limitation, those discussed in this section and in Item 1A, \"Risk Factors.\" In addition, new risks emerge from time to time and it is not possible for management to predict all such risk factors or to assess the impact of such risk factors on our business. Accordingly, our future results may differ materially from historical results or from those discussed or implied by these forward-looking statements. Given these risks and uncertainties, the reader should not place undue reliance on these forward-looking statements.\nOVERVIEW\nWe are the manufacturing partner of choice that helps a diverse customer base design and build products that improve the world. Through the collective strength of a global workforce across approximately 30 countries and responsible, sustainable operations, we deliver technology innovation, supply chain, and manufacturing solutions to diverse industries and end markets. As of March 31, 2020, our reporting business segments were as follows:\n\u2022\nHigh Reliability Solutions (\"HRS\"), which is comprised of our health solutions business, including surgical equipment, drug delivery, diagnostics, telemedicine, disposable devices, imaging and monitoring, patient mobility and ophthalmology; and our automotive business, including vehicle electrification, connectivity, autonomous, and smart technologies;\n\u2022\nIndustrial and Emerging Industries (\"IEI\"), which is comprised of energy including advanced metering infrastructure, energy storage, smart lighting, smart solar energy; and industrial, including semiconductor and capital equipment, office solutions, household industrial and lifestyle, industrial automation and kiosks;\n\u2022\nCommunications & Enterprise Compute (\"CEC\"), which includes our telecom business of radio access base stations, remote radio heads and small cells for wireless infrastructure; our networking business, which includes optical, routing, and switching products for data and video networks; our server and storage platforms for both enterprise and cloud-based deployments; next generation storage and security appliance products; and rack-level solutions, converged infrastructure and software-defined product solutions; and\n\u2022\nConsumer Technologies Group (\"CTG\"), which includes our consumer-related businesses in IoT enabled devices, audio and consumer power electronics, mobile devices; and various supply chain solutions for consumer, computing and printing devices.\nThese segments represent components of the Company for which separate financial information is available that is utilized on a regular basis by our Chief Operating Decision Maker (\u201cCODM\u201d). Our segments are determined based on several factors, including the nature of products and services, the nature of production processes, customer base, delivery channels and similar economic characteristics. Refer to note 20 to the consolidated financial statements in Item 8, \"Financial Statements and Supplementary Data\" for additional information on our operating segments.\nIn March 2020, we announced a change in organization structure as part of our strategy to further drive gr", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 866374_2020.htm (CIK: 866374, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02504", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nSummary of Risk Factors\nThe following summary outlines our Risk Factors, which we have grouped into risk categories. These summarized Risk Factors should be read in conjunction with the detailed Risk Factors that follow:\nRisks Related to the COVID-19 pandemic\n\u25cfThe COVID-19 pandemic has had and could continue to have a material adverse impact on our business, financial condition, cash flows and results of operations.\nRisks Related to the Rejection Lawsuits and the Settlement Agreement\n\u25cfThe failure of the Bankruptcy Court to approve the rejection of the certain commercial agreements underlying the Rejection Lawsuits, or the termination of the Settlement Agreement by any party, could adversely affect our business, financial condition, cash flows and results of operations.\nRisks Related to Our Energy Transition Infrastructure Business\n\u25cfWe can provide no assurance that we will be successful in implementing our new energy transition infrastructure business due to competition and other factors, which could limit our ability to grow and extend our dependence on Mesquite and our midstream business.\nRisks Related to Our Midstream Business\n\u25cfMesquite accounts for the majority of our total revenue in general and substantially all of our revenue relating to the operation of our midstream business, as a result, any development that materially and adversely affects Mesquite\u2019s business, financial condition, cash flows or results of operations could have a material and adverse impact on us.\n\u25cfThe minimum volume commitment provisions of the Gathering Agreement expired in 2020, which could adversely affect our business, financial condition, cash flows and results of operations.\n\u25cfAll of our midstream assets are located in the Eagle Ford Shale in Texas, making us vulnerable to risks associated with operating in one major geographic area.\n\u25cfDistributions we receive from the Carnero JV may fluctuate from quarter to quarter, which could adversely affect our cash flows and ability to pay our payables timely.\nRisks Related to Our Production Business\n\u25cfMarket conditions for natural gas, NGLs and oil are highly volatile. A sustained decline in prices for these commodities could adversely affect our revenue, cash flows, profitability and growth.\n\u25cfWe depend on certain key customers for sales of our oil and natural gas. To the extent these and other customers reduce the volumes of oil or natural gas they purchase from us and are not replaced by new customers, our revenues and cash available for distribution could decline.\nRisks Related to Our Midstream and Production Businesses\n\u25cfAs a non-operator, our development of successful operations relies extensively on third-parties, including Mesquite and Targa, which could adversely affect our business, financial condition and results of operations\nRisks Related to Financing and Credit Environment\n\u25cfOur independent registered public accounting firm has expressed doubt about our ability to continue as a going concern.\n\u25cfOur Credit Agreement has substantial prepayment requirements, other restrictions and financial covenants and requires periodic borrowing base redeterminations.\n\u25cfWe may not be able to extend, replace or refinance our Credit Agreement on terms reasonably acceptable to us, or at all, which could materially and adversely affect our business, liquidity, cash flows and prospects.\nRisks Related to Our Cash Distributions\n\u25cfOur partnership agreement prohibits us from making certain distributions until all of the Class C Preferred Units are redeemed and, as a result, our ability to make, maintain and grow cash distributions is dependent on our ability to redeem the Class C Preferred Units.\n\u25cfOur Credit Agreement restricts us from paying any distributions on our outstanding common units.\n\u25cfAny termination of the Shared Services Agreement requiring the payment of a termination fee may result in substantial dilution and could adversely affect our financial condition, results of operations, operating ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1362705_2020.htm (CIK: 1362705, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02505", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors.\nInvesting in our common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described below, together with all of the other information in this Annual Report on Form 10-K, including the section titled \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d and our consolidated financial statements and related notes, before making a decision to invest in our common stock. The risks and uncertainties described below may not be the only ones we face. If any of the risks actually occur, our business, financial condition, results of operations, cash flows and prospects could be materially and adversely affected. In that event, the market price of our common stock could decline, and you could lose part or all of your investment.\nRisks Related to the Impacts of COVID-19\nThe COVID-19 pandemic has had and could continue to have an adverse impact on our business, operations, and the markets and communities in which we operate. Efforts to mitigate or contain the pandemic and the resulting weakened economic conditions may disrupt and adversely affect our business.\nThe COVID-19 pandemic is having an unprecedented impact on the U.S. economy and has impacted our business and created significant uncertainties for our industry and the economy in general. As COVID-19 continues to spread and impact the country, effects such as the widespread growth in infections, travel restrictions, quarantines, return-to-work restrictions, government regulations, and site closures have impacted and may continue to impact our ability to staff sales and operations centers and install and maintain solar energy systems in the field, as well as direct-to-home sales activities of our Vivint Solar business. The mutation of different strains of the COVID-19 virus, potentially varying in degree of transmissibility and lethality, present further uncertainty, as does the timing, distribution, and efficacy of the COVID-19 vaccines.\nDue to these impacts and uncertainties, we have run multiple scenarios to stress test our business and operations to evaluate the impact of significant reductions in demand, and restraints or regulations limiting our ability to sell and/or install our products in some or all jurisdictions in which we operate. Given these developments and mitigation measures that restrict certain paths to market our services, we have accelerated our transition to a more digital sales-focused model and reduced the size of certain parts of our workforce, particularly in our retail sales channels. We believe that the actions we have taken, and may continue to take in the future, to address these impacts will better position our company to manage these risks; however, we cannot ensure that the steps we have taken will be successful, and such steps may also disrupt our operations, impede our productivity, or otherwise be ineffective in a rapidly changing environment.\nWe are further responding by taking steps to mitigate the potential risks to us posed by the spread of COVID-19. For example, we have taken extra precautions for our employees who work in the field and for employees who continue to work in our facilities, including implementing social distancing policies, and have implemented work-from-home policies where appropriate. We have also implemented several protocols aimed at safeguarding customers. Because we provide a critical service to our customers, we believe that we must take steps aimed at keeping our employees and customers safe and minimizing unnecessary risk of exposure to the virus. Even with the mitigation strategies we have employed, we may not be successful in limiting the spread of COVID-19 among our employees or our customers, which could damage our reputation among our employee base and among our customers and materially and adversely impact our business.\nIn an effort to curtail the spread of the disease, various state and local jurisdictions hav", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1469367_2020.htm (CIK: 1469367, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02506", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk.\nWe are exposed to market risks in the ordinary course of our business, which are principally limited to foreign currency exchange rate fluctuations, particularly between the British Pound and the U.S. dollar, and credit risk. These risks are managed by maintaining an appropriate mix of cash deposits and securities in various currencies, placed with a variety of financial institutions for varying periods according to expected liquidity requirements.\nInterest Rate Risk\nWe are exposed to interest rate risk on cash and cash equivalents. The primary objective of our investment activities is to preserve principal while at the same time maximizing yields without significantly increasing risk. To achieve this objective, we invest in highly liquid and high-quality government and other debt securities. To minimize our exposure due to adverse shifts in interest rates, we invest in short-term securities. Due to the short holding period of our investments and the nature of our investments, we have concluded that we do not have a material financial market risk exposure.\nCurrency Risk\nWe are exposed to currency exchange rate risk because we currently operate in the United Kingdom and the United States. Our manufacturing operations and a substantial portion of our research and development costs are incurred in our U.K.-based subsidiaries and are generally denominated in British Pounds, which is also the functional currency of the U.K.-based subsidiaries. The functional currency of GW Pharmaceuticals plc and our U.S. subsidiary is the U.S. dollar. We do not use forward exchange contracts to manage currency exchange rate exposure.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1351288_2020.htm (CIK: 1351288, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02507", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nOur business, operations and financial condition are subject to various risks. You should carefully consider the following risk factors together with all of the other information set forth in this Annual Report, including the matters addressed under \u201cCautionary Statement Regarding Forward-Looking Statements,\u201d in connection with any investment in our securities. If any of the following risks actually occurs, our business, financial condition, results of operations or cash flows could be materially adversely affected, which could result in investors in our securities losing all or part of their investment.\nRisks Inherent in Our Business\nWe depend upon a relatively small number of customers for a substantial majority of our revenue. A substantial reduction of revenue from one or more of these customers would have a material adverse effect on our financial condition and results of operations.\nWe expect to derive a substantial majority of our revenue from several significant customers for the foreseeable future. Events that adversely affect the business operations of any one or more of our significant customers may adversely affect our financial condition or results of operations. Therefore, we are indirectly subject to the business risks of our significant customers, many of which are similar to the business risks we face. For example, a material decline in refined petroleum product supplies available to our customers, or a significant decrease in our customers\u2019 ability to negotiate marketing contracts on favorable terms, could result in a material decline in the use of our tank capacity or throughput of product at our terminal facilities, which would likely cause our revenue and results of operations to decline. In addition, if any of our significant customers were unable to meet their contractual commitments to us for any reason, then our revenue and cash flow would decline.\nWe are exposed to the credit risks of our significant customers which could affect our creditworthiness. Any material nonpayment or nonperformance by such customers could also adversely affect our financial condition and results of operations.\nWe have various credit terms with virtually all of our customers, and our customers have varying degrees of creditworthiness. Although we evaluate the creditworthiness of each of our customers, we may not always be able to fully anticipate or detect deterioration in their creditworthiness and overall financial condition, which could expose us to risks of loss resulting from nonpayment or nonperformance by our significant customers. Some of our significant customers may be highly leveraged and subject to their own operating and regulatory risks. Any material nonpayment or nonperformance by our significant customers could require us to pursue substitute customers for our affected assets or provide alternative services. There can be no assurance that any such efforts would be successful or would provide similar revenue. These events could adversely affect our financial condition and results of operations.\nOur continued expansion programs may require access to additional capital. Tightened capital markets or more expensive capital could impair our ability to maintain or grow our operations.\nOur primary liquidity needs are to fund our approved capital projects and future expansion. Our revolving credit facility provides for a maximum borrowing line of credit equal to $850 million. At December 31, 2020, our outstanding borrowings were $350.4 million. At December 31, 2020, the capital expenditures to complete the approved additional investments and expansion capital projects are estimated to be approximately $40 million. We expect to fund our future investments and expansion capital expenditures with additional borrowings under our revolving credit facility. If we cannot obtain adequate financing to complete the approved investments and capital projects while maintaining our current operations, we may no", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1319229_2020.htm (CIK: 1319229, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02508", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.\nReport of Independent Registered Public Accounting Firm\nShareholders and Board of Directors\nCarver Bancorp, Inc.\nNew York, New York\nOpinion on the Consolidated Financial Statements\nWe have audited the accompanying consolidated financial condition of Carver Bancorp, Inc. (the \u201cCompany\u201d) as of March 31, 2020 and 2019, the related consolidated statements of operations, comprehensive loss, changes in equity, and cash flows for each of the two years in the period ended March 31, 2020, and the related notes (collectively referred to as the \u201cconsolidated financial statements\u201d). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at March 31, 2020 and 2019, and the results of its operations and its cash flows for each of the two years in the period ended March 31, 2020, in conformity with accounting principles generally accepted in the United States of America.\nChange in Accounting Principle\nAs discussed in Notes 2 and 6 to the consolidated financial statements, effective on April 1, 2019, the Company changed its method of accounting for leases due to the adoption of Accounting Standards Codification Topic 842, Leases.\nBasis for Opinion\nThese consolidated financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (\u201cPCAOB\u201d) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company\u2019s internal control over financial reporting. Accordingly, we express no such opinion.\nOur audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.\n/s/ BDO USA, LLP\nWe have served as the Company's auditor since 2016.\nNew York, New York\nAugust 6, 2020\nSee accompanying notes to consolidated financial statements\nSee accompanying notes to consolidated financial statements\nSee accompanying notes to consolidated financial statements\nSee accompanying notes to consolidated financial statements\nSee accompanying notes to consolidated financial statements\nCARVER BANCORP, INC. AND SUBSIDIARIES\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\nNOTE 1. ORGANIZATION\nNature of operations\nCarver Bancorp, Inc. (on a stand-alone basis, the \u201cCompany\u201d or \u201cRegistrant\u201d), was incorporated in May 1996 and its principal wholly-owned subsidiaries are Carver Federal Savings Bank (the \u201cBank\u201d or \u201cCarver Federal\u201d) and Alhambra Holding Corp., an inactive Delaware corporation. Carver Federal's wholly-owned subsidiaries are CFSB Real", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1016178_2020.htm (CIK: 1016178, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02509", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data.\nThe following selected historical financial information should be read in conjunction with \"Management's Discussion and Analysis of Financial Condition and Results of Operations\" and the historical consolidated financial statements as of December 31, 2020 and 2019 and for the years ended December 31, 2020, 2019, and 2018, and the related notes included elsewhere in this Annual Report on Form 10-K.\nThe selected historical financial information as of and for the years ended December 31, 2020, 2019, 2018, 2017, and 2016, has been derived from our audited historical financial statements.\n(1) For the year ended December 31, 2016, net income available to common shareholders includes a deferred tax benefit of $80.4 million resulting from our REIT election.\nBalance Sheet Data\nOther Statistics\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: deferred tax, tax benefit. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02510", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data.\nAs a \u201csmaller reporting company\u201d as defined by Item 10 of Regulation S-K, we are not required to provide this information.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1641281_2020.htm (CIK: 1641281, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02511", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management Discussion and Analysis of Financial Condition and Results of Operations.\nNEGATIVE EFFECTS OF CIVIL AUTHORITY ACTIONS ON OUR BUSINESS\nOn February 25, 2020, the City of San Francisco issued the proclamation by the Mayor declaring the existence of a local emergency. The negative effects of the civil authority actions related to the novel strain of coronavirus (\u201cCOVID-19\u201d) on our business have been significant. In March 2020, the World Health Organization declared COVID-19 a global pandemic. This contagious virus, which has continued to spread, has adversely affected workforces, customers, economies and financial markets globally. It has also disrupted the normal operations of many businesses, including ours. To mitigate the harm from the pandemic, on March 16, 2020, the City and County of San Francisco, along with a group of five other Bay Area counties and the City of Berkeley, issued parallel health officer orders imposing shelter in place limitations across the Bay Area, requiring everyone to stay safe at home except for certain essential needs. Since February 2020, several unfavorable events and civil authority actions have unfolded causing demand for our hotel rooms to suffer including cancellations of all citywide conventions, reduction of flights in and out of the Bay Area and decline in both leisure and business travel.\nIn response to the decrease in demand, we have since furloughed all managers at the Hotel except for members of the executive team and continue to limit hourly staff to a minimum. By the end of March 2020, we had temporarily closed all of our food and beverage outlets, valet parking, concierge and bell services, fitness center, as well as the executive lounge facility. We continue to implement social distancing standards and cleaning processes designed by Interstate and Hilton to keep employees and guests safe. The full impact and duration of the COVID-19 outbreak continues to evolve as of the date of this Annual Report. The pandemic effectively eliminated our ability to generate any profits, due to the drastic decline in both leisure and business travel. As a result, management believes the ongoing length and severity of the economic downturn caused by the pandemic will have a material adverse impact on our future business, financial condition, liquidity and financial results. We are also assessing the potential impact on the impairment analysis of our long-lived assets and the realization of our deferred tax assets. As of the date of this annual report, the effects of the pandemic continue to affect our economy, business and leisure travel, and our needs to continue to curtail certain revenue generating activities at the Hotel, and until there are vaccines or other methodologies to effectively combat this pandemic, we expect that the effects will have a material adverse effect on our business.\nAs a result of the Coronavirus Aid, Relief, and Economic Security Act (the \u201cCARES Act\u201d) signed into law on March 27, 2020, additional avenues of relief may be available to workers and families through enhanced unemployment insurance provisions and to small businesses through programs administered by the Small Business Administration (\u201cSBA\u201d). The CARES Act includes, among other things, provisions relating to payroll tax credits and deferrals, net operating loss carryback periods, alternative minimum tax credits and technical corrections to tax depreciation methods for qualified improvement property. The CARES Act also established a Paycheck Protection Program (\u201cPPP\u201d), whereby certain small businesses are eligible for a loan to fund payroll expenses, rent, and related costs. On April 9, 2020, Justice entered into a loan agreement (\u201cSBA Loan - Justice\u201d) with CIBC Bank USA under the recently enacted CARES Act administered by the U.S. Small Business Administration. The Partnership received proceeds of $4,719,000 from the SBA Loan - Justice. In accordance with the requirements of the CARES Act, Justic", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: deferred tax, tax credit. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02512", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\nSmaller reporting companies are not required to provide the information required by this item\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1024095_2020.htm (CIK: 1024095, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02513", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nINDEX TO CONSOLIDATED FINANCIAL STATEMENTS\nReport of Independent Registered Public Accounting Firm\nTo the Shareholders and Board of Directors\nProthena Corporation plc:\nOpinion on the Consolidated Financial Statements\nWe have audited the accompanying consolidated balance sheets of Prothena Corporation plc and subsidiaries (the Company) as of December 31, 2020 and 2019, the related consolidated statements of operations, shareholders\u2019 equity, and cash flows for each of the years in the three-year period ended December 31, 2020 and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2020, in conformity with U.S. generally accepted accounting principles.\nChange in Accounting Principle\nAs discussed in Note 6 to the consolidated financial statements, the Company has changed its method of accounting for leases as of January 1, 2019 due to the adoption of Financial Accounting Standards Board\u2019s Accounting Standards Codification (ASC) Topic 842, Leases.\nBasis for Opinion\nThese consolidated financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company\u2019s internal control over financial reporting. Accordingly, we express no such opinion.\nOur audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.\nCritical Audit Matter\nThe critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.\nEvaluation of Accrued Research and Development Costs\nAs discussed in Not", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1559053_2020.htm (CIK: 1559053, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02514", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations\nThe discussion below focuses on the factors affecting our consolidated results of operations for the year ended\nDecember 31, 2020, 2019 and 2018 and financial condition at December 31, 2020 and 2019 and, where appropriate, factors that may affect our future financial performance, unless stated otherwise. This discussion should be read in conjunction with the consolidated financial statements, notes to the consolidated financial statements and selected consolidated financial data.\nACRONYMS AND ABBREVIATIONS\nThe acronyms and abbreviations identified below are used throughout Item 7. \"Management's Discussion and Analysis of Financial Condition and Results of Operations.\" The following is provided to aid the reader and provide a reference page when reviewing this section of the Form 10-K:\nNON-GAAP FINANCIAL MEASURES AND RECONCILIATION TO GAAP\nIn addition to evaluating the Company\u2019s results of operations in accordance with GAAP, management supplements this evaluation with an analysis of certain non-GAAP financial measures, such as return on average tangible equity; the efficiency ratio; net interest income (fully-taxable equivalent); pre-tax, pre-provision earnings; ACL on loans to total loans, excluding SBA PPP loans; adjusted yield on interest-earning assets and adjusted net interest margin (fully-taxable equivalent); tangible book value per share; tangible common equity ratio; and core deposits and average core deposits. We utilize these non-GAAP financial measures for purposes of measuring our performance against our peer group and other financial institutions and analyzing our internal performance. We also believe these non-GAAP financial measures help investors better understand the Company\u2019s operating performance and trends and allow for better performance comparisons to other banks. In addition, these non-GAAP financial measures remove the impact of unusual items that may obscure trends in the Company\u2019s underlying performance. These disclosures should not be viewed as a substitute for GAAP operating results, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other financial institutions.\nReturn on Average Tangible Equity. Return on average tangible equity is the ratio of (i) net income, adjusted for tax effected amortization of core deposit intangible assets and other adjustments, as necessary, to (ii) average shareholders' equity, adjusted for average goodwill and core deposit intangible assets. This adjusted financial ratio reflects a shareholders' return on tangible capital deployed in our business and is a common performance measure within the financial services industry.\n(1) Assumed a 21% income tax rate.\nEfficiency Ratio. The efficiency ratio represents an approximate measure of the cost required for the Company to generate a dollar of revenue. This is a common measure used by financial institutions and is a key ratio for evaluating Company performance. The efficiency ratio is calculated as the ratio of (i) total non-interest expense, adjusted for certain operating expenses to (ii) net interest income on a tax equivalent basis plus total non-interest income, adjusted for certain other income items, as necessary.\n(1) Reported on a tax-equivalent basis using a 21% income tax rate.\n(2) Revenue is the sum of net interest income and non-interest income.\nNet Interest Income (Fully-Taxable Equivalent). Net interest income on a fully-taxable equivalent basis is net interest income plus the taxes that would have been paid had tax-exempt securities been taxable. This number attempts to enhance the comparability of the performance of assets that have different tax liabilities. This is a common measure with the financial services industry and is used within the calculation of net interest margin on a fully-taxable equivalent basis.\n(1) Reported on a tax-equivalent basis using a 21% income tax ra", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax rate. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02515", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nReferences in this Annual Report on Form 10-K to \u201cwe,\u201d \u201cus,\u201d \u201cour\u201d or the \u201cCompany\u201d refer to Poema Global Holdings Corp. References to our \u201cmanagement\u201d or our \u201cmanagement team\u201d refer to our officers and directors, and references to the \u201csponsor\u201d refer to Poema Global Partners LLC . The following discussion and analysis of the Company\u2019s financial condition and results of operations should be read in conjunction with our audited financial statements and the notes related thereto which are included in \u201cItem 8. Financial Statements and Supplementary Data\u201d of this Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth under \u201cCautionary Note Regarding Forward-Looking Statements,\u201d \u201cItem 1A. Risk Factors\u201d and elsewhere in this Annual Report on Form 10-K.\nOverview\nWe are a blank check company incorporated in the Cayman Islands on September 25, 2020 formed for the purpose of effecting our initial business combination We intend to effectuate our initial business combination using cash derived from the proceeds of the Initial Public Offering and the sale of the private placement warrants, our shares, debt or a combination of cash, shares and debt.\nWe expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete our initial business combination will be successful.\nResults of Operations\nWe have neither engaged in any operations nor generated any operating revenues to date. Our only activities from inception through December 31, 2020 were organizational activities and those necessary to prepare for the Initial Public Offering, described below and subsequent to the Initial Public Offering in January 2021,\nlooking for a business combination. We do not expect to generate any operating revenues until after the completion of our initial business combination at the earliest. We generate non-operating income in the form of interest income on marketable securities held after the Initial Public Offering. We expect that we will incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with searching for, and completing, our initial business combination.\nFor the period from September 25, 2020 (inception) through December 31, 2020, we had a net loss of $7,053, which consisted of formation and operating costs of $7,053.\nLiquidity and Capital Resources\nAs of December 31, 2020, we had no cash.\nOn January 5, 2021, we consummated the Initial Public Offering of 34,500,000 units, at a price of $10.00 per unit, generating gross proceeds of $345,000,000. After deducting underwriting fees of $6,900,000, we received net proceeds of $338,100,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 9,400,000 private placement warrants to the sponsor at a price of $1.00 per private placement warrant generating gross proceeds of $9,400,000. We incurred $1,534,415 of other offering costs. Deferred underwriting costs of $12,075,000 were also incurred in connection with the Initial Public Offering, but are not payable until consummation of our initial business combination. Following the Initial Public Offering, and the sale of the private placement warrants, we invested $345,000,000 in the trust account.\nIn order to fund working capital deficiencies or finance transaction costs in connection with our initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete our initial business combination, we", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1826333_2020.htm (CIK: 1826333, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02516", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nAudited Balance Sheets of Apria, Inc.\nReport of Independent Registered Public Accounting Firm\nBalance Sheets as of December 31, 2020 and December 31, 2019\nNotes to Balance Sheets\nAudited Consolidated Financial Statements of Apria Healthcare Group Inc.\nReport of Independent Registered Public Accounting Firm\nConsolidated Balance Sheets as of December 31, 2020 and December 31, 2019\nConsolidated Statements of Income for the years ended December 31, 2020, December 31, 2019 and December 31, 2018\nConsolidated Statements of Stockholders\u2019 Equity for the years ended December 31, 2020, December 31, 2019 and December 31, 2018\nConsolidated Statements of Cash Flows for the years ended December 31, 2020, December 31, 2019 and December 31, 2018\nNotes to Consolidated Financial Statements\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nTo the shareholders and the Board of Directors of Apria, Inc.\nOpinion on the Financial Statements\nWe have audited the accompanying balance sheets of Apria, Inc. (the \"Company\") as of December 31, 2020 and 2019 and the related notes (collectively referred to as the \"financial statements\"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, in conformity with accounting principles generally accepted in the United States of America.\nBasis for Opinion\nThese financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\nCritical Audit Matter\nCritical audit matters are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.\n/s/ Deloitte & Touche LLP\nCosta Mesa, California\nMarch 30, 2021\nWe have served as the Company's auditor since 2018.\nAPRIA, INC.\nBALANCE SHEETS\nSee notes to the balance sheets.\nAPRIA, INC.\nNOTES TO BALANCE SHEETS\n1.\nSUMMARY OF SIGNIFICANT ACCOUNTING POLICIES\nIncorporation- Apria, Inc. (the \u201cCompany\u201d), a Delaware corporation formed on March 22, 2018, is the financial reporting entity following our initial public offering (\u201cIPO\u201d) in February 2021. As of December 31, 2020, Apria, Inc. had not entered into any business transactions or activities, had no capitalization, and had no assets or liabilities during the periods presented in this report. See Note 3-Subsequent Events.\nBasis of Preparation-The balance sheets are prepared in accordance with accounting principles generally accepted in the United States of ", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1735803_2020.htm (CIK: 1735803, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02517", "source": "edgar", "source_license": "public_domain", "text": "Item 7 Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\n(D) Item 7A", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1550369_2020.htm (CIK: 1550369, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02518", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data.\nThe selected financial data presented below under the captions \u201cStatement of operations data\u201d, \u201cPer unit data\u201d, \u201cOther information\u201d and \u201cBalance sheet data\u201d as of and for the years ended December 31, 2020 and 2019 are derived from our consolidated financial statements, which have been audited by KPMG LLP, an independent registered public accounting firm. The data should be read in conjunction with our \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d and the consolidated financial statements and notes thereto.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1581874_2020.htm (CIK: 1581874, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02519", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7\nMANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nThe following discussion of our financial condition and results of operations should be read in conjunction with the financial statements and notes included in Part II, Item 8 \u201cConsolidated Financial Statements and Supplementary Data\u201d of this report.\nOverview\nNeuroBo Pharmaceuticals Inc. (the \u201cCompany\u201d, \u201cwe\u201d, \u201cus\u201d, or \u201cour\u201d) is a clinical-stage biotechnology company focused on developing and commercializing novel pharmaceuticals to treat neurodegenerative disorders affecting millions of patients worldwide. For more information on our business and our four product candidates, ANA001, NB-01, NB-02 and Gemcabene, see \u201cBusiness-Overview\u201d in Part I, Item 1 of this report.\nRecent Developments\nMerger with ANA\nOn December 31, 2020, we acquired ANA Therapeutics, Inc., a Delaware corporation (\u201cANA\u201d), pursuant to that certain Agreement and Plan of Merger, dated December 31, 2020 (the \u201c2020 Merger Agreement\u201d), by and among NeuroBo, Shelby Merger Sub 1, Inc., a Delaware corporation (the \u201cFirst Merger Sub\u201d), Shelby Merger Sub 2, LLC, a Delaware limited liability company (the \u201cSecond Merger Sub\u201d), ANA, and Akash Bakshi, solely in his capacity as representative of the securityholders of ANA (the \u201cRepresentative\u201d).\nPursuant to the 2020 Merger Agreement, First Merger Sub merged with and into ANA, pursuant to which ANA was the surviving entity and became a wholly owned subsidiary of ours (the \u201cFirst Merger\u201d). Immediately following the First Merger, ANA merged with and into Second Merger Sub, pursuant to which Second Merger Sub was the surviving entity (the \u201cSecond Merger,\u201d together with the First Merger, the \u201c2020 Merger\u201d). Second Merger Sub is a wholly-owned subsidiary of ours and changed its name to ANA Therapeutics, LLC (\u201cANA LLC\u201d). The 2020 Merger is intended to qualify as a tax-free reorganization for U.S. federal income tax purposes. Under the terms of the 2020 Merger Agreement, at the closing of the 2020 Merger, we issued 3,243,875 shares of our common stock to the stockholders of ANA pursuant to the terms of the 2020 Merger Agreement.\nPursuant to the 2020 Merger Agreement, following the closing of the 2020 Merger, we are obligated to pay milestone payments (each, a \u201cMilestone Payment\u201d) to certain persons identified in the 2020 Merger Agreement (each a \u201cStakeholder\u201d and collectively, the \u201cStakeholders\u201d) in the form, time and manner as set forth in the 2020 Merger Agreement, upon the achievement of the following milestone events set forth below by us or any of its affiliates (each, a \u201cMilestone Event\u201d):\nAdditionally, pursuant to the 2020 Merger Agreement, we are obligated to pay certain single-digit royalty payments (each, a \u201cRoyalty Payment\u201d) to the Stakeholders in the form, time and manner as set forth in the 2020 Merger Agreement, following the first commercial sale of each Niclosamide Product (as defined in the 2020 Merger Agreement) on a country-by-country and Niclosamide Product-by-Niclosamide Product basis.\nIf, at the closing of the 2020 Merger, the fair market value of the Milestone Payments and Royalty Payments (the \u201cContingent Consideration\u201d), as determined by an independent valuation firm nationally recognized in valuation matters selected by ANA and reasonably acceptable to us (the \u201cContingent Consideration Value\u201d), is greater than 60% of the Total Consideration Value (as defined in the 2020 Merger Agreement), no more than 60% of each Milestone Payment may be paid in cash and the remainder shall be paid in NeuroBo common stock (any such shares, \u201cMilestone Consideration Shares\u201d). The Milestone Payments and Royalty Payments were not probable of being triggered as of this report.\nThe 2020 Merger Agreement further provides that NeuroBo and the Representative may agree that the payment of certain Milestone Payments be in the form of NeuroBo\u2019s common stock. If the Representative and NeuroBo have agreed to pay a portion of a Milestone Payment ", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02520", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nInformation required by this item is included in and incorporated by reference from Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations of this Report.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1018254_2020.htm (CIK: 1018254, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02521", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nThe following discussion and analysis should be read in conjunction with the accompanying consolidated financial statements and notes thereto. These consolidated financial statements include all adjustments which are, in the opinion of management, necessary to reflect a fair statement of the results and all such adjustments are of a normal recurring nature.\nOVERVIEW\nEssex is a self-administered and self-managed REIT that acquires, develops, redevelops, and manages apartment communities in selected residential areas located on the West Coast of the United States. Essex owns all of its interests in its real estate investments, directly or indirectly, through the Operating Partnership. Essex is the sole general partner of the Operating Partnership and, as of December 31, 2020, had an approximately 96.6% general partner interest in the Operating Partnership.\nThe Company\u2019s investment strategy has two components: constant monitoring of existing markets, and evaluation of new markets to identify areas with the characteristics that underlie rental growth. The Company\u2019s strong financial condition supports its investment strategy by enhancing its ability to quickly shift acquisition, development, redevelopment, and disposition activities to markets that will optimize the performance of the Company's portfolio.\nAs of December 31, 2020, the Company owned or had ownership interests in 246 operating apartment communities, comprising 60,272 apartment homes, excluding the Company's ownership in preferred equity co-investments, loan investments, one operating commercial building and a development pipeline comprised of three consolidated projects and three unconsolidated joint venture projects.\nThe Company\u2019s apartment communities are predominately located in the following major regions:\nSouthern California (primarily Los Angeles, Orange, San Diego, and Ventura counties)\nNorthern California (the San Francisco Bay Area)\nSeattle Metro (Seattle metropolitan area)\nAs of December 31, 2020, the Company\u2019s development pipeline was comprised of three consolidated projects under development, three unconsolidated joint venture projects under development, and various predevelopment projects aggregating 1,853 apartment homes, with total incurred costs of $948.0 million, and estimated remaining project costs of approximately $174.0 million, $118.0 million of which represents the Company's estimated remaining costs, for total estimated project costs of $1.1 billion.\nAs of December 31, 2020, the Company also had an ownership interest in one operating commercial building (totaling approximately 107,000 square feet).\nBy region, the Company's operating results for 2020 and 2019 and projection for 2021 new housing supply (defined as new multifamily apartment homes and single family homes, excluding developments with fewer than 50 apartment homes as well as student, senior and 100% affordable housing), projection for 2021 job growth, and 2021 estimated Same-Property revenue decline are as follows:\nSouthern California Region: As of December 31, 2020, this region represented 43% of the Company\u2019s consolidated operating apartment homes. Revenues for \"2020 Same-Properties\" (as defined below), or \"Same-Property revenues,\" decreased 4.4% in 2020 as compared to 2019. In 2021, the Company projects new residential supply of 26,500 apartment homes and single family homes, which represents 0.4% of the total housing stock. The Company projects an increase of 231,000 jobs or 3.1% in the Southern California region.\nNorthern California Region: As of December 31, 2020, this region represented 37% of the Company\u2019s consolidated operating apartment homes. Same-Property revenues decreased 4.9% in 2020 as compared to 2019. In 2021, the Company projects new residential supply of 16,800 apartment homes and single family homes, which represents 0.7% of the total housing stock. The Company projects ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1053059_2020.htm (CIK: 1053059, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02522", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7:\nMANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nOverview\nWe are a leading asset-light provider of customized transportation and logistics solutions throughout the United States, and in Mexico, Canada and Colombia. We provide a comprehensive suite of transportation and logistics solutions that allow our customers to reduce costs and manage their global supply chains more efficiently. We market our services through a direct sales and marketing network focused on selling our portfolio of services to large customers in specific industry sectors, through a contract network of agents who solicit freight business directly from shippers, and through company-managed facilities and full-service freight forwarding and customs house brokerage offices.\nOur network of agents and owner-operators is located throughout the United States and in Ontario, Canada, and we operate, manage or provide services at 111 logistics locations in the United States, Mexico, Canada and Colombia. Thirty-seven of our value-added service operations are located inside customer plants or distribution operations; the other facilities are generally located close to our customers\u2019 plants to optimize the efficiency of their component supply chains and production processes. Our facilities and services are often directly integrated into the production processes of our customers and represent a critical piece of their supply chains. To support our asset-light business model, we generally coordinate the duration of real estate leases associated with our value-added services with the end date of the related customer contract associated with such facility, or use month-to-month leases, in order to mitigate exposure to unrecovered lease costs.\nWe offer our customers a wide range of transportation services by utilizing a diverse fleet of tractors and trailing equipment provided by us, our owner-operators and third-party transportation companies. Our owner-operators provided us with 2,718 tractors and 1,025 trailers. We own 1,751 tractors, 3,700 trailers, 2,420 chassis and 334 containers. Our agents and owner-operators are independent contractors who earn a fixed commission calculated as a percentage of the revenue or gross profit they generate for us and who bring an entrepreneurial spirit to our business. Our transportation services are provided through a network of both union and non-union employee drivers, owner-operators, contract drivers, and third-party transportation companies.\nAs of December 31, 2020, we employed 6,187 people in the United States, Mexico, Canada, and Colombia, including 2,288 employees subject to collective bargaining agreements. We also engaged contract staffing vendors to supply an average of 1,233 additional personnel on a full-time-equivalent basis.\nOur use of agents, owner-operators, third-party providers and contract staffing vendors allows us to maintain both a highly flexible cost structure and a scalable business operation, while reducing investment requirements. These benefits are passed on to our customers in the form of cost savings and increased operating efficiency, while enhancing our cash generation and the returns on our invested capital and assets.\nWe believe that our flexible business model also offers us substantial opportunities to grow through a mixture of organic growth and acquisitions. We intend to continue our organic growth by recruiting new agents and owner-operators, expanding into new industry verticals and targeting further penetration of our key customers. We believe our integrated suite of transportation and logistics services, our network of facilities in the United States, Mexico, Canada, and Colombia, our long-term customer relationships and our reputation for operational excellence will allow us to capitalize on these growth opportunities. We also expect to continue to make strategic acquisitions of companies that complement our asset light business model, as well as com", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1308208_2020.htm (CIK: 1308208, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02523", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nOverview\nThe Company is an innovative designer and custom manufacturer of components, subassemblies, products and packaging utilizing highly specialized foams, films, and plastics primarily for the medical market. The Company manufactures its products by converting raw materials using laminating, molding, radio frequency and impulse welding and fabricating manufacturing techniques. The Company is diversified by also providing highly engineered products and components to customers in the aerospace and defense, automotive, consumer, electronics, and industrial markets. The Company consists of a single operating and reportable segment.\nThe Company\u2019s current strategy includes further organic growth and growth through strategic acquisitions.\nAs further summarized below, the COVID-19 pandemic has had, and we believe it will continue to have, negative effects on our business and financial results. In particular, sales for the Company for the year ended December 31, 2020 decreased 9.6% to $179.4 million from $198.4 million for the year ended December 31, 2019, primarily due to the impact on demand for product as a result of the COVID-19 pandemic. Gross margin decreased to 25.0% for the year ended December 31, 2020, from 27.2% in 2019. Operating income and net income for the year ended December 31, 2020 both decreased by 31.7%, respectively.\nIMPACT OF COVID-19 ON OUR BUSINESS\nThrough much of 2020, COVID-19 spread across the country to areas in which our products are designed, manufactured, distributed or sold. The spread of COVID-19 and the response to it negatively impacted operating conditions for our business in 2020. Although we expect COVID-19 will continue to have negative impacts on our operating results in future periods, the magnitude and duration of the continuing impact is uncertain.\nTo stall the spread of COVID-19, authorities in states in which we do business implemented numerous measures, including social distancing guidelines, travel bans and restrictions, quarantines, curfews, stay-at-home orders, and business shutdowns. These measures have impacted and will likely further impact us, our customers, consumers, employees, suppliers and other third parties with whom we do business. It is uncertain how these and any future measures in response to the pandemic will impact our business, including whether and to what extent they will result in further changes in demand for our products or further increases in operating costs. The timing of distribution and the effectiveness of recently introduced vaccines is also uncertain. Our top priorities continue to be ensuring the health and safety of our workforce and serving our various constituencies with as little disruption as possible.\nOur operations expose us to risks associated with the COVID-19 pandemic. The COVID-19 pandemic has impacted the cost of manufacturing our goods, including higher labor costs, maintenance costs and manufacturing inefficiencies due to employee absenteeism and significantly enhanced cleaning and sterilization. Elective medical procedures and exams have been delayed or canceled, there has been a significant reduction in physician office visits, and hospitals have postponed or canceled capital purchases. We believe that these responses negatively impacted demand for the Company\u2019s components for medical devices. Additionally, many of our customers in the automotive markets experienced closures of their businesses in connection with the pandemic. Such closures negatively impacted the demand for our automobile component products particularly in the second quarter. Any continued reduced demand for our products, including reduced need for components for medical devices as well as continued economic uncertainty, could adversely and materially affect our business, financial condition and results of operations, as well as those of our customers.\nTo ensure the health and ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 914156_2020.htm (CIK: 914156, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02524", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nThe information required by this item will be set forth in the Proxy Statement and is incorporated into this report by reference.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1212458_2020.htm (CIK: 1212458, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02525", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.\nThe full text of our audited consolidated financial statements as of December 31, 2020 and 2019 begins on page of this report.\nITEM 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1456189_2020.htm (CIK: 1456189, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02526", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nWe are subject to financial market risks, including valuation risk, interest rate risk and currency risk.\nValuation Risk\nWe have invested, and plan to continue to invest, in illiquid debt and equity securities of private companies. These investments will generally not have a readily available market price, and we will value these investments at fair value as determined in good faith by our Board in accordance with our valuation policy. There is no single standard for determining fair value in good faith. As a result, determining fair value requires that judgment be applied to the specific facts and circumstances of each portfolio investment while employing a consistently applied valuation process for the types of investments we make. If we were required to liquidate a portfolio investment in a forced or liquidation sale, we may realize amounts that are different from the amounts presented and such differences could be material. See Note 2. Summary of Significant Account Policies to our consolidated financial statements for more details on estimates and judgments made by us in connection with the valuation of our investments.\nInterest Rate Risk\nInterest rate sensitivity refers to the change in earnings that may result from changes in the level of interest rates. We also fund a portion of our investments with borrowings and our net investment income will be affected by the difference between the rate at which we invest and the rate at which we borrow. Accordingly, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income.\nWe regularly measure our exposure to interest rate risk. We assess interest rate risk and manage our interest rate exposure on an ongoing basis by comparing our interest rate-sensitive assets to our interest rate-sensitive liabilities. Based on that review, we determine whether or not any hedging transactions are necessary to mitigate exposure to changes in interest rates.\nAs of December 31, 2020, 98.4% of the investments at fair value in our portfolio were at variable rates, subject to interest rate floors. The SPV Asset Facility and Corporate Revolving Facility also bear interest at variable rates.\nAssuming that our Consolidated Statements of Assets and Liabilities as of December 31, 2020 were to remain constant and that we took no actions to alter our existing interest rate sensitivity, the following table shows the annualized impact of hypothetical base rate changes in interest rates (considering interest rate floors for floating rate instruments):\n($ in millions)\nAlthough we believe that this analysis is indicative of our existing sensitivity to interest rate changes, it does not adjust for changes in the credit market, credit quality, the size and composition of the assets in our portfolio and other business developments that could affect our net income. Accordingly, we cannot assure you that actual results would not differ materially from the analysis above.\nWe may in the future hedge against interest rate fluctuations by using hedging instruments such as interest rate swaps, futures, options and forward contracts. While hedging activities may mitigate our exposure to adverse fluctuations in interest rates, certain hedging transactions that we may enter into in the future, such as interest rate swap agreements, may also limit our ability to participate in the benefits of lower interest rates with respect to our portfolio investments.\nCurrency Risk\nFrom time to time, we may make investments that are denominated in a foreign currency. These investments are converted into U.S. dollars at the balance sheet date, exposing us to movements in foreign exchange rates. We may employ hedging techniques to minimize these risks, but we cannot assure you that such strategies will be effective or without risk to us. We may seek to utilize instruments such as, but no", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1633336_2020.htm (CIK: 1633336, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02527", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data\n_______________________________________________________________________________\n(a) The above results for 2020 include a $367.9 million pre-tax charge ($305.1 million, net of tax) related to a litigation settlement. The above results for 2019 include special charges of $64.6 million ($58.7 million, net of tax), primarily the impairment of certain assets and the acquisition of early-stage intellectual property. The above results for 2018 include special charges of $109.1 million ($103.0 million, net of tax), primarily the impairment of intangible assets and a $180.0 million ($137.5 million, net of tax) charge related to a litigation settlement. The above results for 2017 include a $112.5 million ($70.3 million, net of tax) gain for a litigation payment received in 2017 and a $262.0 million tax expense related to the implementation of U.S. tax law changes. See Part II, Item 7, \"Management's Discussion and Analysis of Financial Condition and Results of Operations\" and Note 3, Note 4, and Note 17 to the \"Consolidated Financial Statements\" for additional information.\n(b) In October 2013, we issued $600.0 million of 2.875% fixed-rate unsecured senior notes due October 15, 2018 (the \"2013 Notes\"). At December 31, 2017, the 2013 Notes were classified as short-term obligations as these obligations were due within one year. These 2013 Notes were paid in October 2018. In June 2018, we issued $600.0 million of 4.3% fixed-rate unsecured senior notes due June 15, 2028, which were classified as long-term obligations as of December 31, 2020, 2019 and 2018. Amounts outstanding under our Five-Year Credit Agreement (\"Credit Agreement\") have been classified as long-term obligations in accordance with the terms of the Credit Agreement.\n(c) The per share amounts for the prior periods presented have been retroactively adjusted to reflect the three-for-one stock split effected in the second quarter of 2020.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: tax expense, tax law. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02528", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation.\nInformation required by this item will be contained in our Definitive Proxy Statement under the heading \u201cExecutive Compensation and Other Information,\u201d and is incorporated herein by reference.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1340652_2020.htm (CIK: 1340652, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02529", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1a. RISK FACTORS\nACCR DOES NOT BELIEVE IN PROMOTION - PERIOD!\nAccess-Power & Co., Inc. sees RISK EVERYWHERE in this World of Worry!\nWe have a consumer model that is 100percent legal and we believe our Clones by Car business will be incredible. THERE IS NO DILUTION IN OUR COMMON STOCK in 2021.\nACCR may have to re-classify ourselves, in future quarters, as a SHELL COMPANY.\nWe are in control of the treasury of ACCR. We will guard this treasury with our life, as we believe that NO DILUTION will be very beneficial to our Shareholders over the long term. There are no convertible debentures associated with ACCR.\nACCR has zero long term debt.\nWe have a strong set of bylaws.\nRisk by our Director is mitigated.\nITEM 1b.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1041588_2020.txt (CIK: 1041588, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02530", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nYou should consider carefully all of the risks described below, together with the other information contained in this Report, including the financial statements. If any of the following risks occur, our business, financial condition or results of operation may be materially and adversely affected. The risks described below are not necessarily exhaustive and you are encouraged to perform your own investigation with respect to us and our business.\nRisks Relating to our Search for, and Consummation of or Inability to Consummate, a Business Combination\nOur shareholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete our initial business combination even though a majority of our shareholders do not support such a combination.\nWe may choose not to hold a shareholder vote before we complete our initial business combination if the business combination would not require shareholder approval under applicable law or stock exchange listing requirement. For instance, if we were seeking to acquire a target business where the consideration we were paying in the transaction was all cash, we would typically not be required to seek shareholder approval to complete such a transaction. Except for as required by applicable law or stock exchange listing requirement, the decision as to whether we will seek shareholder approval of a proposed business combination or will allow shareholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors, such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek shareholder approval. Accordingly, we may complete our initial business combination even if holders of a majority of our issued and outstanding ordinary shares do not approve of the business combination we complete.\nYour only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash.\nAt the time of your investment in us, you will not be provided with an opportunity to evaluate the specific merits or risks of any target businesses. Since our board of directors may complete a business combination without seeking shareholder approval, public shareholders may not have the right or opportunity to vote on the business combination, unless we seek such shareholder approval. Accordingly, your only opportunity to affect the investment decision regarding a potential business combination may be limited to exercising your redemption rights within the period of time (which will be at least 20 business days) set forth in our tender offer documents mailed to our public shareholders in which we describe our initial business combination.\nIf we seek shareholder approval of our initial business combination, our initial shareholders have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote.\nOur initial shareholders own, on an as-converted basis, 20% of our outstanding ordinary shares immediately following the completion of our initial public offering. Our initial shareholders also may from time to time purchase Class A ordinary shares prior to our initial business combination. Our second amended and restated memorandum and articles of association provides that, if we seek shareholder approval, we will complete our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. As a result, in addition to the founder shares, we would need 11,250,001, or 37.5%, or 1,875,001, or 6.25% (assuming only the minimum number of shares representing a quorum are voted), of the 30,000,000 public shares sold in our initial publi", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1838293_2020.htm (CIK: 1838293, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02531", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nYou should consider carefully all of the risks described below, together with the other information contained in this Report, including the financial statements. If any of the following risks occur, our business, financial condition or results of operation may be materially and adversely affected. The risks described below are not necessarily exhaustive and you are encouraged to perform your own investigation with respect to us and our business.\nRisks Relating to our Search for, and Consummation of or Inability to Consummate, a Business Combination\nWe are a company established for the purpose of identifying a company to partner with in order to effectuate a merger, share exchange, asset acquisition, share purchase, reorganization or similar partnering transaction with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.\nWe are a company, incorporated as a Delaware corporation, established for the purpose of identifying a company to partner with in order to effectuate a merger, share exchange, asset acquisition, share purchase, reorganization or similar partnering transaction with no operating results. Because we lack an operating history, you have no basis upon which to evaluate our ability to achieve our business objective of completing our partnering transaction. We may be unable to complete our partnering transaction. If we fail to complete our partnering transaction, we will never generate any operating revenues.\nOur stockholders may not be afforded an opportunity to vote on our proposed partnering transaction, which means we may complete our partnering transaction even though a majority of our stockholders do not support such a combination.\nWe may choose not to hold a stockholder vote to approve our partnering transaction if the partnering transaction would not require stockholder approval under applicable law or stock exchange listing requirements. Except for as required by applicable law or stock exchange requirements, the decision as to whether we will seek stockholder approval of a proposed partnering transaction or will allow stockholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors, such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek stockholder approval. Accordingly, we may complete our partnering transaction even if holders of a majority of our common stock do not approve of the partnering transaction we complete.\nYour only opportunity to affect the investment decision regarding a potential partnering transaction may be limited to the exercise of your right to redeem your shares from us for cash.\nAt the time of your investment in us, you will not be provided with an opportunity to evaluate the specific merits or risks of our partnering transaction. Since our board of directors may complete a partnering transaction without seeking stockholder approval, public stockholders may not have the right or opportunity to vote on the partnering transaction, unless we seek such stockholder vote. Accordingly, your only opportunity to affect the investment decision regarding our partnering transaction may be limited to exercising your redemption rights within the period of time (which will be at least 20 business days) set forth in our tender offer documents mailed to our public stockholders in which we describe our partnering transaction.\nIf we seek stockholder approval of our partnering transaction, our initial stockholders and management team have agreed to vote in favor of such partnering transaction, regardless of how our public stockholders vote.\nOur initial stockholders holds 20% of the outstanding voting power of our common stock (not including the private placement shares) following our initial public offering. Our initial stockholders and management team also may from time to", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1816261_2020.htm (CIK: 1816261, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02532", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nGeneral\nThe following discussion and analysis of critical accounting estimates, results of operations and capital resources and liquidity should be read in conjunction with the financial statements and notes thereto included within Item 8.\nCritical Accounting Estimates\nThe preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions. We believe that the nature of these estimates and assumptions is material due to the subjectivity and judgment necessary, or the susceptibility of such matters to change, and the impact of these on our financial condition or results of operations.\nProperty, Plant, and Equipment\nWe evaluate our long-lived assets, including capitalized project development costs, for impairment when events or changes in circumstances indicate, in our management's judgment, that the carrying value of such assets may not be recoverable. When an indicator of a potential impairment has occurred, we compare our management's estimate of undiscounted future cash flows attributable to the assets to the carrying value of the assets to determine whether an impairment has occurred.\nWe evaluated $212 million of capitalized project development costs for the Northeast Supply Enhancement project for impairment as of December 31, 2020. As previously discussed, approvals required for the project from the New York State Department of Environmental Conservation and the New Jersey Department of Environmental Protection have been denied and we have not refiled at this time. Beginning in May 2020, we discontinued capitalization of costs related to this project.\nConsidering that the customer precedent agreements and FERC certificate for the project remain in effect, we had previously concluded that the probability of completing the project was sufficient to not require impairment. However, recent developments in the political and regulatory environments have caused us to slightly lower that assessed probability such that the capitalized project costs now require impairment. The estimated fair value of the materials within capitalized project costs was determined to be $42 million and considered other internal uses and estimated salvage values. The remaining capitalized costs were determined to have no fair value. As a result, we recognized an impairment charge of $170 million during the fourth quarter of 2020. Our assumption regarding the probability of completing the project is subjective and required management to exercise significant judgment. The use of an alternate judgment could have resulted in a different conclusion regarding the need to evaluate the project for impairment.\nRegulatory Accounting\nWe are regulated by the FERC. Accounting Standards Codification (ASC) Topic 980, Regulated Operations, (Topic 980) provides that certain costs that would otherwise be charged to expense should be deferred as regulatory assets, based on the expected recovery from customers in future rates. Likewise, certain actual or anticipated credits\nthat would otherwise reduce expense should be deferred as regulatory liabilities, based on the expected return to customers in future rates. Management's expected recovery of deferred costs and return of deferred credits generally results from specific decisions by regulators granting such ratemaking treatment. We record certain incurred costs and obligations as regulatory assets or liabilities if, based on regulatory orders or other available evidence, it is probable that the costs or obligations will be included in amounts allowable for recovery or refunded in future rates. Accounting for businesses that are regulated and apply the provisions of Topic 980 can differ from the accounting requirements for non-regulated businesses. Transactions that are recorded differently as a result of regulatory accounting requirements include ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 99250_2020.htm (CIK: 99250, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02533", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nIndex to Financial Statements:\nReport of Independent Registered Public Accounting Firm\nTo the Shareholders and the Board of Directors of Fortress Transportation and Infrastructure Investors LLC\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheets of Fortress Transportation and Infrastructure Investors LLC (the \u201cCompany\u201d) as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive income (loss), changes in equity, and cash flows for each of the three years in the period ended December 31, 2020, and the related notes (collectively referred to as the \u201cconsolidated financial statements\u201d). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with U.S. generally accepted accounting principles.\nWe also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 26, 2021 expressed an unqualified opinion thereon.\nBasis for Opinion\nThese financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company\u2019s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\nCritical Audit Matters\nThe critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.\nValuation of Goodwill-Jefferson Terminal Reporting Unit\nDescription of the MatterAt December 31, 2020, the Company\u2019s goodwill was $122.7 million for the Jefferson Terminal reporting unit. As discussed in Note 2 of the consolidated financial statements, goodwill is tested for impairment at least annually at the reporting unit level.\nAuditing the fair value of the Jefferson Terminal reporting unit used in the annual", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1590364_2020.htm (CIK: 1590364, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02534", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data.\nThe following table sets forth selected financial and operating data and should be read in conjunction with \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations,\u201d and our audited financial statements and related notes, elsewhere in this Annual Report on Form 10-K. All consolidated financial data has been restated, as appropriate, to reflect the impact of activity classified as discontinued operations for all periods presented.\n(1)See Part II, Item 7", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1571283_2020.htm (CIK: 1571283, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02535", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.\nThe financial statements and supplementary data required by this item are included after Part IV of this Annual Report on Form 10-K beginning on page.\nITEM 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1761696_2020.htm (CIK: 1761696, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02536", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Risk.\nMarket risk is the risk of loss to future earnings, values or future cash flows that may result from changes in the price of a financial instrument. The value of a financial instrument might change as a result of changes in interest rates, exchange rates, commodity prices, equity prices and other market changes. We do not use derivative financial instruments for speculative, hedging or trading purposes, although in the future we might enter into exchange rate hedging arrangements to manage the risks described below.\nInterest Rate Risk\nWe are exposed to market risk related to changes in interest rates. On March 3, 2020, we entered into a new revolving line of credit agreement. Borrowings under the new agreement bear interest at rates that are variable. Increases in the Prime Rate or federal funds rate will increase the interest rate on borrowings under the new agreement.\nChanges in interest rates may also impact gains or losses from the conversion of our outstanding convertible senior notes. In December 2018, we issued $240.0 million in aggregate principal amount of our 1.25% convertible senior notes due 2023, or the Notes. Upon certain events and/or if certain conditions are met, the Notes can be redeemed into cash, or converted into cash, shares or combination of cash and shares. Upon conversion or redemption, we are required to record a gain or loss for the difference between the fair value of the debt to be extinguished and its corresponding net carrying value. The fair value of the debt to be extinguished depends on our then-current incremental borrowing rate. If our incremental borrowing rate at the time of conversion is higher or lower than the implied interest rate of the Notes, we will record a gain or loss in our consolidated statements of operations during the period in which the Notes are converted. The implicit interest rate for the notes is 7.30%. An incremental borrowing rate that is a hypothetical 100 basis points lower than the implicit interest rate upon conversion of $240.0 million aggregate principal amount of the Notes would result in a loss of approximately $2.4 million.\nInterest Rate Sensitivity\nWe are subject to interest rate risk in connection with borrowings under the revolving line of credit agreement, which are subject to a variable interest rate. As of December 31, 2020, there were no amounts due under the agreement. Any debt we incur in the future may also bear interest at variable rates.\nInflation Risk\nWe do not believe that inflation has had a material effect on our business, financial condition, or results of operations. We continue to monitor the impact of inflation in order to minimize its effects through pricing strategies, productivity improvements and cost reductions. If our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases. Our inability or failure to do so could harm our business, financial condition, and results of operations.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1576169_2020.htm (CIK: 1576169, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02537", "source": "edgar", "source_license": "public_domain", "text": "Item 1A.\nRISK FACTORS\nYou should consider carefully these risk factors together with all of the information included or incorporated by reference in this Annual Report in addition to our financial statements and the notes to our financial statements. This section includes forward-looking statements.\nThe following is a discussion of the risk factors that we believe are material to us at this time. These risks and uncertainties are not the only ones facing us, and there may be additional matters that we are unaware of or that we currently consider immaterial. All of these could adversely affect our business, results of operations, financial condition and cash flows.\nSummary of Risk Factors\nRisks Related to Our Financial Condition and Capital Requirements\n\u2022\nRisks related to our need for additional capital to fund our operations.\n\u2022\nRisks related to the Kolltan Agreement, and the acquisition of Kolltan.\n\u2022\nRisks related to U.S. federal income tax reform.\nRisks Related to Development and Regulatory Approval of Drug Candidates\n\u2022\nRisks related to our ability to fund and complete the research and development activities and obtain regulatory approval for our program assets.\n\u2022\nRisks related to the extensive regulatory scrutiny of which we are subject.\n\u2022\nRisks related to our ability to commence, enroll, manage and complete our clinical trials.\n\u2022\nRisk of serious adverse or unacceptable side effects identified related to our drug candidates.\n\u2022\nWe may enter collaboration agreements for our lead drug candidates that may not meet our expectations.\nRisks Related to Commercialization of Our Drug Candidates\n\u2022\nRisks related to delays, difficulties or unanticipated costs in establishing sales, marketing and distribution capabilities.\n\u2022\nRisks related to the acceptance of our drug candidates by physicians, patients and third party payors.\n\u2022\nRisks related to reimbursement decisions by third party payors.\n\u2022\nRisks, including the terms of FDA approval, that could affect the demand for and sales and profitability of any of our drug candidates.\n\u2022\nRisks related to the failure to obtain regulatory approvals in foreign jurisdictions and risks related to international operations if we do obtain regulatory approval in foreign jurisdictions.\nRisks Related to Reliance on Third Parties\n\u2022\nRisks related to our reliance on third parties to plan, conduct and monitor our clinical tests, to develop and commercialize companion diagnostic tests for certain drug candidates, and on contract manufacturers.\n\u2022\nRisks related to our reliance on third parties that requires us to share our trade secrets.\n\u2022\nWe or the third parties upon whom we depend may be adversely affected by natural disasters.\nRisks Related to Business Operations\n\u2022\nRisks related to strategic transactions.\n\u2022\nRisks related to managing our growth.\n\u2022\nRisks related to our ability to integrate and modify our technologies to create new drugs.\n\u2022\nRisks related to computer systems that we and third parties use and potential security breaches.\n\u2022\nRisks related to hazardous materials.\n\u2022\nRisks related to product liability claims.\nRisks Related to Intellectual Property\n\u2022\nRisks related to the licensing of technology, and the effective maintenance of intellectual property rights, including protecting the confidentiality of our trade secrets.\n\u2022\nRisks related to litigation related to intellectual property claims.\nRegulatory Risks\n\u2022\nRisks relate to the grant of priority review status by the FDA.\n\u2022\nRisks related to delays in submitting BLAs, NDAs or restrictions on marketing of drugs.\n\u2022\nRisks related to acceptance by the FDA of data from our clinical trials conducted outside the United States.\n\u2022\nRisks related to changes in product candidate manufacturing or formulation.\n\u2022\nRisks related to our compliance with laws and regulations.\nRisks Related to Our Capital Stock\n\u2022\nRisks related to our history of losses and uncertainty of future profitability.\n\u2022\nRisks related to our reverse stock split.\n\u2022\nRisks relates to the volatility of our comm", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax reform. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02538", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nCOMPENSATION DISCUSSION AND ANALYSIS\nThis discussion describes the Company's compensation program for its named executive officers listed in the Summary Compensation Table that immediately follows this discussion. The named executive officers are: Dian C. Taylor, Chair, President & Chief Executive Officer; David B. Spacht, Chief Financial Officer & Treasurer; Joseph A. DiNunzio, Executive Vice President & Secretary; Nicholle R. Taylor, Senior Vice President and John M. Thaeder, Senior Vice President.\nObjectives of the Company\u2019s Compensation Program\nThe Compensation Committee believes that the compensation for the Company\u2019s executives should serve to attract, motivate and retain seasoned and talented executives responsible for successfully guiding and implementing the Company's strategy. Our strategy is to increase our customer base, revenues, earnings and dividends by expanding our services across the Delmarva Peninsula, thereby providing our shareholders with a long-term, satisfactory return on their investment.\nTo implement our strategy, it is critical that our executives remain focused on:\n\u2022 ensuring superior customer service;\n\u2022 continuously improving our efficiency and performance;\n\u2022 managing risk appropriately;\n\u2022 expanding our franchised service territory and customer base at a consistent and sustainable rate - including by acquisitions - where growth is strong and demand is increasing;\n\u2022 identifying and developing dependable sources of supply;\n\u2022 constructing and maintaining reliable treatment facilities and water delivery and wastewater collection systems;\n\u2022 developing and continuing positive relationships with regulators, municipalities, developers and customers in both existing and prospective service areas; and\n\u2022 developing a skilled and motivated work force that is adaptive to change.\nTo accomplish our strategy, our compensation program's objectives are to:\n\u2022 provide compensation levels that are competitive with those provided by other companies with which we may compete for executive talent;\n\u2022 motivate and reward contributions and performance aligned with the Company's objectives;\n\u2022 attract and retain qualified, seasoned executives; and\n\u2022 ensure the Company maintains a pay-for-performance executive compensation program.\nThe compensation program rewards overall qualitative contributions and performance of each individual towards the Company's strategy. In reviewing the Company's overall compensation program in the context of the risks identified in the Company's risk management processes, the Compensation Committee does not believe that the risks the Company faces are correlated with the Company's compensation programs. Therefore, the Compensation Committee believes that there is an appropriate level of risk in the Company\u2019s compensation program design and does not believe that its approach to the design and administration of its incentive programs needs to change in order to mitigate compensation risk.\nElements of the Company\u2019s Compensation Program\nThe elements of the Company\u2019s compensation program include:\n\u2022 Base Salary\n\u2022 Cash Bonus Award\n\u2022 Equity Compensation as may be awarded under the 2015 Equity Compensation Plan\n\u2022 Employee Benefits\nThe Company's executive compensation program does not provide for:\n\u2022 Severance or post-termination agreements\n\u2022 Post-retirement benefits\n\u2022 Defined benefit pension benefits or any supplemental executive retirement plan benefits\n\u2022 Non-qualified deferred compensation\n\u2022 Change-in-Control agreements\nCompensation Process\nThe Compensation Committee relies on various factors in determining executive compensation, including the overall financial performance of the Company, combined with an executive officer's individual performance, progress in meeting strategic corporate objectives, and changes in responsibilities, as well as the consideration of elements of compensation not provided for by the Company in comparison to its peers. The Compensation Committee ge", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 863110_2020.htm (CIK: 863110, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02539", "source": "edgar", "source_license": "public_domain", "text": "Item 6. SELECTED FINANCIAL DATA\nWe are a smaller reporting company and therefore no response is required pursuant to this Item.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 56868_2020.htm (CIK: 56868, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02540", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nCOMPENSATION DISCUSSION AND ANALYSIS\nOverview\nThis Compensation Discussion and Analysis describes our compensation program as it relates to our named executive officers set forth below in \u201cExecutive Officer Compensation-Summary Compensation Table.\u201d Our named executive officers for 2020 include Dominique Monnet, our President and Chief Executive Officer; Christopher Stone, our Vice President, General Counsel and Secretary; Edward Imbrogno, our Vice President, Chief Financial Officer and Chief Accounting Officer; and Jill Jene, our former Vice President, Business Development.\nWe present our Compensation Discussion and Analysis in the following sections:\n1.Executive Summary. In this section, we describe certain aspects of our business, highlight our 2020 corporate performance, and summarize certain governance aspects of our executive compensation program.\np.113\n2.Executive Compensation Program Philosophy, Objectives and Process. In this section, we describe our executive compensation philosophy and objectives and the process the Compensation Committee follows in deciding how to compensate our named executive officers and the material elements of our executive compensation program.\np.116\n3.Compensation Program Elements. In this section, we present a brief overview of the specific elements of our compensation program and a detailed discussion and analysis of the Compensation Committee\u2019s specific decisions about the compensation of our named executive officers for fiscal year 2020.\np.118\n4.Other Executive Compensation Matters. In this section, we summarize our other compensation policies, review the accounting and tax treatment of compensation and the relationship between our compensation program and risk.\np.123\nThis Compensation Discussion and Analysis contains forward-looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs. The actual compensation programs that we adopt in the future may differ materially from currently planned programs as summarized in this discussion.\nExecutive Summary\nFiscal 2020 Business Overview\nIn September of 2019, our Board and management decided to initiate a strategic review process of the Company\u2019s business and growth strategy with the assistance of certain independent financial advisors, during which we suspended our growth strategy. In December of 2019, we announced that the Board had completed the strategic review process and, as a result, we decided to halt the execution of our growth strategy, cease additional strategic investments and pursue a formal process to unlock value by monetizing our assets and returning net proceeds to our stockholders.\nOver the subsequent months, the Board and management analyzed, together with outside financial and legal advisors, how to best capture value pursuant to our monetization strategy and best return the significant intrinsic value of the assets in our portfolio to our stockholders. In February 2020, the Board adopted a plan of complete liquidation (the \u201cPlan of Liquidation\u201d). Adopting the Plan of Liquidation was an important first step for any distributions to our stockholders pursuant to that plan to qualify as liquidating distributions, which are eligible for potentially preferable tax treatment under U.S. federal tax law. There can be no assurance any such distributions will in fact be made or that they will ultimately be determined to be liquidating distributions.\nPursuant to our monetization strategy and Plan of Liquidation, we explored a variety of potential transactions, including a whole Company sale, divestiture of assets, spin-offs of operating entities, merger opportunities or a combination thereof. In addition, we analyzed, and continue to analyze, optimal mechanisms for returning value to stockholders in a tax-efficient manner, including share repurchases, cash dividends and other distributions of assets. Despite the challenges of", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: tax law, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02541", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data.\nThe following table sets forth selected financial data, certain of which have been derived from the Company's consolidated financial statements for fiscal years 2015-2019, which ended on January 31 of the following calendar year:\nTIFFANY & CO.\nK-27\nNOTES TO SELECTED FINANCIAL DATA\na.\nIn connection with the adoption of ASC 842 - Leases on February 1, 2019, the Company established a lease liability and corresponding right-of-use asset on the Consolidated Balance Sheet. The following amounts are recorded on the Consolidated Balance Sheet for operating leases as of January 31, 2020: (i) Operating lease right-of-use asset of $1.1 billion; (ii) Current portion of operating lease liabilities of $202.8 million and (iii) Long-term portion of operating lease liabilities of $1.0 billion. See \"Item 8. Financial Statements and Supplementary Data - Note C. Summary of Significant Accounting Policies and Note K. Leases\" for additional information.\nb.\nFinancial information and ratios for 2019 include $21.2 million of pre-tax expense ($17.1 million after tax expense, or $0.14 per diluted share) related to the proposed Merger. See \"Item 8. Financial Statements and Supplementary Data - Note B. Entry into Merger Agreement\" for additional information.\nc.\nFinancial information and ratios for 2019 and 2018 reflect a lower effective income tax rate, primarily resulting from the 2017 U.S. Tax Cuts and Jobs Act. See \"Item 8. Financial Statements and Supplementary Data - Note P. Income Taxes\" for additional information.\nd.\nFinancial information and ratios for 2017 include $146.2 million, or $1.17 per diluted share, of net tax expense related to the enactment of the 2017 U.S. Tax Cuts and Jobs Act. See \"Item 8. Financial Statements and Supplementary Data - Note P. Income Taxes\" for additional information.\ne.\nFinancial information and ratios for 2016 include the following amounts, totaling $38.0 million of pre-tax expense ($24.0 million after tax expense, or $0.19 per diluted share):\n\u2022\n$25.4 million of pre-tax expense ($16.0 million after tax expense, or $0.13 per diluted share) associated with an asset impairment charge related to software costs capitalized in connection with the development of a finished goods inventory management and merchandising information system; and\n\u2022\n$12.6 million of pre-tax expense ($8.0 million after tax expense, or $0.06 per diluted share) associated with impairment charges related to financing arrangements with diamond mining and exploration companies.\nf.\nFinancial information and ratios for 2015 include the following amounts, totaling $46.7 million of pre-tax expense ($29.9 million after tax expense, or $0.24 per diluted share):\n\u2022\n$37.9 million of pre-tax expense ($24.3 million after tax expense, or $0.19 per diluted share) associated with impairment charges related to a financing arrangement with Koidu Limited, a diamond mining and exploration company; and\n\u2022\n$8.8 million of pre-tax expense ($5.6 million after tax expense, or $0.05 per diluted share) associated with severance related to staffing reductions and subleasing of certain office space for which only a portion of the Company's future rent obligations would be recovered.\nTIFFANY & CO.\nK-28\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax expense, tax rate. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02542", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nForeign Exchange Risk\nWe are a global company with operations primarily throughout North America, Europe, Australia, Mexico, and Israel. We transact business in each location's local currency and in foreign currencies, thereby creating exposures to changes in exchange rates. Our largest exposure is the movement of the U.S. dollar relative to the euro. In addition, our U.S. operations continue to expand their export business, primarily in Canada, China, and Europe, and are subject to fluctuations in the respective exchange rates relative to the U.S. dollar. A large portion of the sales of our Israeli operations is in foreign currencies, primarily U.S. dollars and Euros, while these operations largely incur costs in their local currency.\nDue to different sales and cost structures, certain segments experience a negative impact and certain segments a positive impact as a result of changes in exchange rates. We estimate the translation effect of a ten percent devaluation of the U.S. dollar relative to the other foreign currencies in which we transact business would have increased operating income of our non-U.S. operating units by approximately $29.1 million for the year ended December 31, 2020. This sensitivity analysis has inherent limitations. The analysis disregards the possibility that rates of multiple foreign currencies will not always move in the same direction relative to the value of the U.S. dollar over time and does not account for foreign exchange derivatives that we utilize to mitigate fluctuations in exchange rates.\nIn addition, we enter into certain purchase commitments for materials that, although denominated in U.S. dollars, are linked to foreign currency valuations. These commitments generally contain a range for which the price of materials may fluctuate over time given the value of a foreign currency.\nThe translation of the assets and liabilities of our non-U.S. dollar denominated operations is made using local currency exchange rates as of the end of the year. Translation adjustments are not included in determining net income but are disclosed in Accumulated Other Comprehensive Income (\"AOCI\") within shareholders\u2019 equity on the Consolidated Balance Sheets until a sale or substantially complete liquidation of the net investment in the subsidiary takes place. In certain markets, we could recognize a significant gain or loss related to unrealized cumulative translation adjustments if we were to exit the market and liquidate our net investment. As of December 31, 2020, cumulative net currency translation adjustments increased shareholders\u2019 equity by $407.3 million.\nWe monitor and strive to manage risk related to foreign currency exchange rates. Exposures that cannot be naturally offset within a local entity to an immaterial amount are often hedged with foreign exchange derivatives or netted with offsetting exposures at other entities. We cannot predict future changes in foreign currency movements and fluctuations that could materially impact earnings.\nInterest Rate Risk\nWe are exposed to interest rate changes primarily as a result of interest income earned on our investment of cash on hand and interest expense on borrowings.\nWe have in the past, and may in the future, enter into certain derivative financial instruments related to the management of interest rate risk, when available on a cost-effective basis. These instruments are managed on a consolidated basis to efficiently net exposures and thus take advantage of any natural offsets. Gains and losses on hedging transactions are offset by gains and losses on the underlying exposures being hedged. We do not use derivative financial instruments for speculative purposes.\nSee Item 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1585364_2020.htm (CIK: 1585364, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02543", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8.\nFINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nDocuments\nPage\nReport of Management on Internal Control Over Financial Reporting\nReport of Independent Registered Public Accounting Firm\nStatements of Financial Condition as of December 31, 2020 and 2019\nSchedule of Investments as of December 31, 2020\nSchedule of Investments as of December 31, 2019\nStatements of Income and Expenses for the Years Ended December 31, 2020, 2019 and 2018\nStatement of Changes in Shareholders\u2019 Equity for the Year Ended December 31, 2020\nStatement of Changes in Shareholders\u2019 Equity for the Year Ended December 31, 2019\nStatement of Changes in Shareholders\u2019 Equity for the Year Ended December 31, 2018\nStatements of Cash Flows for the Years Ended December 31, 2020, 2019 and 2018\nNotes to Financial Statements\nREPORT OF MANAGEMENT ON INTERNAL CONTROL\nOVER FINANCIAL REPORTING\nManagement of Invesco Capital Management LLC, as managing owner (the \u201cManaging Owner\u201d) of Invesco DB Base Metals Fund (the \u201cFund\u201d), is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Securities Exchange Act of 1934, as amended (the \u201cExchange Act\u201d). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.\nBecause of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.\nWe, Anna Paglia, Principal Executive Officer, and Kelli Gallegos, Principal Financial and Accounting Officer, Investment Pools, of the Managing Owner, assessed the effectiveness of the Fund\u2019s internal control over financial reporting as of December 31, 2020. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (\u201cCOSO\u201d) in Internal Control-Integrated Framework (2013). Based on our assessment and those criteria, we have concluded that the Fund maintained effective internal control over financial reporting as of December 31, 2020.\nThe Fund\u2019s independent registered public accounting firm, PricewaterhouseCoopers LLP, has audited the Fund\u2019s internal control over financial reporting as of December 31, 2020, as stated in their report on page 34 of the Fund\u2019s Annual Report on Form 10-K.\nFebruary 25, 2021\nReport of Independent Registered Public Accounting Firm\nTo the Board of Managers of Invesco Capital Management LLC (as Managing Owner of Invesco DB Multi-Sector Commodity Trust) and Shareholders of Invesco DB Base Metals Fund\nOpinions on the Financial Statements and Internal Control over Financial Reporting\nWe have audited the accompanying statements of financial condition, including the schedules of investments, of Invesco DB Base Metals Fund (one of the funds constituting Invesco DB Multi-Sector Commodity Trust, hereafter referred to as the \u201cFund\u201d) as of December 31, 2020 and 2019, and the related statements of income and expenses, of changes in shareholders\u2019 equity and of cash flows for each of the three years in the period ended December 31, 2020, including the related notes (collectively referred to as the \u201cfinancial statements\u201d). We also have audited the Fund's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).\nIn our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Fund as of December 31, ", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1383084_2020.htm (CIK: 1383084, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02544", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s discussion and analysis of financial condition and results of operations.\nYou should read the following discussion and analysis of our financial condition and results of operations together with \u201cSelected financial data\u201d and our consolidated financial statements and related notes thereto included elsewhere in this Annual Report.\nOverview\nWe sell cosmetics, skin care and related beauty tools under the e.l.f. Cosmetics and W3LL PEOPLE brands. e.l.f. Cosmetics makes the best of beauty accessible to every eye, lip and face by offering high-quality cosmetics and skin care products at an extraordinary value, all formulated 100% vegan and cruelty-free. W3LL PEOPLE is a pioneer in clean beauty that offers accessible clean beauty products that work. Our portfolio spans the eyes, lips, face, kits, tools and skin care categories. We sell our products in national and international retailers and direct-to-consumer through our e-commerce channel. We believe the combination of our affordable price points and on-trend, innovative product assortment encourages trial, offers a strong value proposition and appeals to a broad base of consumers.\nOur largest customers, Walmart and Target, accounted for 31% and 22%, respectively, of our net sales in fiscal 2020. No other individual customer accounted for 10% or more of the Company's net sales in fiscal 2020. National and international retailers comprised 92% of our net sales in fiscal 2020. The remaining 8% came from our direct-to-consumer e-commerce channels. We estimate our total digital sales, including retailer.coms, Amazon.com and other digital channels represented approximately 11% of our total net sales in fiscal 2020.\nThe primary market for our products is the United States, which accounted for 90% of our net sales in fiscal 2020. The remaining 10% was attributable to international markets, primarily Canada and the United Kingdom.\nFor additional information regarding our business, see Item 1, \u201cBusiness.\u201d\nComponents of our results of operations and trends affecting our business\nNet sales\nWe develop, market and sell beauty products under the e.l.f. Cosmetics and W3LL PEOPLE brands. Our net sales are derived from sales of beauty products, net of provisions for sales discounts and allowances, product returns, markdowns and price adjustments.\nYear over year changes in net sales is driven by a number of factors, including mass beauty category performance, levels of consumer spending, and our ability to drive awareness of and demand for our products. Within our existing retailer accounts, we are able to drive growth by expanding space and door penetration and increasing sales per linear foot, supported by our continued innovation, including our ability to introduce new first-to-mass products in our existing categories and new products in adjacent categories. While we have distribution with a number of key retail accounts, we expect to continue to grow through improved sales per linear foot in our existing space, expanded space allocation with our current retail accounts, as well as adding new retail customers.\nOur results of operations and business face challenges and uncertainties, including our ability to introduce new products that will appeal to a broad consumer base, our ability to service demand, the ability of our major retail customers to drive traffic and keep products in stock, our ability to continue to grow our customer base and competitive threats from other beauty companies.\nGross profit\nGross profit is our net sales less cost of sales. Cost of sales includes the aggregate costs to procure our products, including the amounts invoiced by our third-party contract manufacturers for finished goods as well as costs related to transportation to our distribution center, customs and duties. Cost of sales also includes the effect of changes in the balance of reserves for excess and obsolete inventory. Gross margin measures our gross profit as a percentage of net sales.\nWe ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1600033_2020.htm (CIK: 1600033, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02545", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nFG FINANCIAL GROUP, INC.\nReport of Independent Registered Public Accounting Firm\nShareholders and Board of Directors\nFG Financial Group, Inc\nSt. Petersburg, FL\nOpinion on the consolidated Financial Statements\nWe have audited the accompanying consolidated balance sheets of FG Financial Group, Inc. (the \u201cCompany\u201d) as of December 31, 2020 and 2019, the related consolidated statements of operations and comprehensive income (loss), shareholders\u2019 equity, and cash flows for each of the two years in the period ended December 31, 2020, and the related notes (collectively referred to as the \u201cconsolidated financial statements\u201d). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.\nBasis for Opinion\nThese consolidated financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (\u201cPCAOB\u201d) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company\u2019s internal control over financial reporting. Accordingly, we express no such opinion.\nOur audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.\nCritical Audit Matter\nThe critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which it relates.\nInvestment Companies\nAs described in Note 5 to the consolidated financial statements, in 2020, the Company entered into a joint venture, FG Asset Management (\u201cFGAM\u201d), and created wholly owned subsidiaries under FGAM. Through these subsidiaries, the Company invested in the sponsor of a special purpose acquisition company (\u201cSPAC\u201d). The c", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1591890_2020.htm (CIK: 1591890, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02546", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\nThe following selected financial data should be read in conjunction with MD&A and our consolidated financial statements and notes thereto under Item 8 of this Annual Report on Form 10-K (the \u201cFinancial Statements\u201d).\n(1)\nIncludes an impairment of long-lived assets held for sale in connection with the New Wine and Spirits Transactions, Other Wine and Spirits Transactions, and the Ballast Point Transaction (refer to Notes 2 and 7 of the Notes to the Financial Statements for additional discussion). Additionally, in November 2019, we sold the Black Velvet Canadian Whisky business and recognized a net gain on sale of business (refer to Note 2 of the Notes to the Financial Statements for additional discussion).\n(2)\nIn December 2016, we sold the Wine and Spirits Canadian wine business and recognized a net gain on sale of business.\n(3)\nIncludes a loss on inventory write-downs of $102.9 million in connection with the wine and spirits optimization activities for the year ended February 29, 2020 (refer to Note 2 of the Notes to the Financial Statements for additional discussion).\n(4)\nIncludes impairment of intangible assets of $11.0 million, $108.0 million, $86.8 million, and $46.0 million for the years ended February 29, 2020, February 28, 2019, February 28, 2018, and February 28, 2017, respectively (refer to Note 7 of the Notes to the Financial Statements for additional discussion).\n(5)\nIncludes a net gain in connection with the sale of our Accolade Wine Investment of $99.8 million for the year ended February 28, 2019 (refer to Note 2 of the Notes to the Financial Statements for additional discussion).\n(6)\nIncludes unrealized net gain (loss) from the changes in fair value of the Canopy securities measured at fair value of $(2,126.4) million, $1,971.2 million, and $464.3 million for the years ended February 29, 2020, February 28, 2019, and February 28, 2018, respectively (refer to Note 7 of the Notes to the Financial Statements for additional discussion).\n(7)\nIncludes equity in earnings (losses) from Canopy of $(575.9) million and $(2.6) million for the years ended February 29, 2020, and February 28, 2019, respectively (refer to Note 10 of the Notes to the Financial Statements for additional discussion).\n(8)\nConsists of a make-whole payment of $73.6 million in connection with the early redemption of our April 2012 senior notes and the write-off of debt issuance costs of $23.4 million in connection with prior-to-maturity repayments of various debt obligations for the year ended February 28, 2018 (refer to Note 13 of the Notes to the Financial Statements for additional discussion).\n(9)\nIncludes a net income tax benefit of $547.4 million for the year ended February 29, 2020, resulting from the remeasurement of our deferred tax assets in connection with the enactment of tax reform in Switzerland and a provisional net income tax benefit of $351.2 million for the year ended February 28, 2018, associated with the enactment of the TCJ Act (refer to Note 14 of the Notes to the Financial Statements for additional discussion).\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, deferred tax, tax benefit, tax reform. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02547", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\nThe following financial information for each of the prior five years ending on December 31 has been derived from our consolidated financial statements. This information should be read in conjunction with the consolidated financial statements and related notes thereto included elsewhere in this Report.\n(1) Amounts prior to 2017 do not reflect the impact of Accounting Standards Update (ASU) 2016-02, Leases (Topic 842) of the Codification, adopted as of January 1, 2019.\n(2) We had special items of $(283) million, $14 million, and $435 million in 2020, 2019, and 2018 respectively. Special items reduced our loss per share by $0.77 in 2020. Special items in 2019 and 2018 reduced our diluted earnings per share by $0.03, and $1.04, respectively. Refer to Note 18 to our consolidated financial statements for details.\n(3) In 2019, we recognized a gain on equity method investments of $15 million. The impact of this gain to our diluted earnings per share was $0.04.\n(4) Our 2017 results included a $564 million tax benefit, or $1.71 of diluted earnings per share, from the remeasurement of our deferred taxes to reflect the impact of the enactment of the Tax Cuts and Jobs Act of 2017. The Tax Cuts and Jobs Act of 2017 made significant changes to the federal tax code, including a reduction in the federal corporate statutory tax rate from 35% to 21%.\n(5) Our 2018 results included a $28 million tax benefit, or $0.09 of diluted earnings per share, resulting from measurement period adjustments related to the enactment of the Tax Cuts and Jobs Act of 2017.\n(6) Pre-tax margin excluding special items and gain on equity method investments was (73.6)%, 9.5%, and 8.5% in 2020, 2019 and 2018, respectively.\n(1) Amounts prior to 2017 do not reflect the impact of ASU 2016-02, Leases (Topic 842) of the Codification, adopted as of January 1, 2019.\n(2) Refer to our \"Regulation G Reconciliation of Non-GAAP Financial Measures\" section for more information on this non-GAAP measure.\nGlossary of Airline terminology\nAirline terminology used in this section and elsewhere in this Report:\n\u2022Aircraft utilization - The average number of block hours operated per day per aircraft for the total fleet of aircraft.\n\u2022Available seat miles - The number of seats available for passengers multiplied by the number of miles the seats are flown.\n\u2022Average fare - The average one-way fare paid per flight segment by a revenue passenger.\n\u2022Average fuel cost per gallon - Total aircraft fuel costs, including fuel taxes and effective portion of fuel hedging, divided by the total number of fuel gallons consumed.\n\u2022Average stage length - The average number of miles flown per flight.\n\u2022Load factor - The percentage of aircraft seating capacity actually utilized, calculated by dividing revenue passenger miles by available seat miles.\n\u2022Operating expense per available seat mile - Operating expenses divided by available seat miles.\n\u2022Operating expense per available seat mile, excluding fuel - Operating expenses, less aircraft fuel, other non-airline expenses, and special items, divided by available seat miles.\n\u2022Operating revenue per available seat mile - Operating revenues divided by available seat miles.\n\u2022Passenger revenue per available seat mile - Passenger revenue divided by available seat miles.\n\u2022Revenue passengers - The total number of paying passengers flown on all flight segments.\n\u2022Revenue passenger miles - The number of miles flown by revenue passengers.\n\u2022Yield per passenger mile - The average amount one passenger pays to fly one mile.\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: deferred tax, tax rate, tax benefit. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02548", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nInvesting in our common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described below, together with all of the other information in this Form 10-K, including our consolidated financial statements and related notes, before investing in our common stock. If any of the following risks materialize, our business, financial condition, results of operations and prospects could be materially and adversely affected. In that event, the price of our common stock could decline, and you could lose part or all of your investment.\nRisks Specific to our Company\nWe may require additional capital to continue operations in the future, which capital may not be available on terms acceptable to us, if at all.\nAs of December 31, 2020, our accumulated deficit totaled $150.9 million. During 2020 our net loss totaled $28.4 million and we used $23.2 million of cash and investments for operating activities, the purchase of property and equipment and expenditures for patents. To date we have not generated significant revenues to enable profitability. We expect to continue to incur significant losses. These factors raise substantial doubt regarding our ability to continue as a going concern. At December 31, 2020 we had cash and cash equivalents of $25.0 million. Subsequent to December 31, 2020, but prior to publication of the financial statements included in this Form 10-K, we raised $4.1 million of cash from sales of common stock using our At-The-Market Equity Offering Sales Agreement. In the absence of a significant revenue increase we project these cash resources will provide sufficient funding into the first quarter of 2022. We are subject to the risks and uncertainties associated with a new business. Our continuance as a going concern is dependent on future profitability. We are actively pursuing expanding our technology portfolio, increasing our revenue opportunities by completing deliverables under current customer contracts and entering into new customer contracts, and efficiently managing operations and exploring cost saving opportunities. We may not be successful in these efforts. We may need to seek to raise additional capital from the sale of equity securities or incurrence of indebtedness. There can be no assurance that additional financing will be available to us on acceptable terms, or at all in which case we might be forced to make substantial reductions in our operating expenses which could adversely affect our ability to implement our business plan and ultimately our viability as a company. Even if available, such capital may be dilutive to existing stockholders. Our consolidated financial statements have been prepared on a going concern basis which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty.\nWe have a history of operating losses and we may never achieve or maintain profitability or positive cash flows.\nWe have a limited operating history and utilize planned milestones for investors to evaluate our progress. We have generated minimal revenues and we have a history of losses from operations with an accumulated deficit as of December 31, 2020 of $150.9 million. Our operations have been funded with initial capital contributions, proceeds from the sale of equity securities and debt. We intend to continue to make investments to support our business growth and may require additional funds to respond to business challenges, including the need to refine existing technology, develop new technology, improve our operating infrastructure or acquire complementary businesses and technologies. Our ability to generate revenues and achieve profitability and, ultimately, positive", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1579910_2020.htm (CIK: 1579910, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02549", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nThe risk inherent in our market risk sensitive instruments and positions is the potential loss arising from adverse changes to the price of fuel and interest rates as discussed below. The sensitivity analyses presented do not consider the effects such adverse changes may have on the overall economic activity, nor do they consider additional actions we may take to mitigate our exposure to such changes. Variable-rate leases are not considered market sensitive financial instruments and, therefore, are not included in the interest rate sensitivity analysis below. Actual results may differ from the sensitivity analyses. See Notes 1, 4 and 13 to our consolidated financial statements for accounting policies and additional information.\nAircraft fuel\nOur results of operations are affected by changes in the price and availability of aircraft fuel. Market risk is estimated as a hypothetical 10% increase in the December 31, 2020 cost per gallon of fuel. Based on projected 2021 fuel consumption, such an increase would result in an increase to aircraft fuel expense of approximately $89 million in 2021. We did not have any fuel hedges outstanding as of December 31, 2020.\nThe financial derivative instrument agreements we have with our counterparties may require us to fund all, or a portion of, outstanding loss positions related to these contracts prior to their scheduled maturities. The amount of collateral posted, if any, is periodically adjusted based on the fair value of the hedge contracts.\nInterest\nOur earnings are affected by changes in interest rates due to the impact those changes have on interest expense from variable-rate debt instruments and on interest income generated from our cash and investment balances. The interest rate is fixed for $3.0 billion of our debt and finance lease obligations, with the remaining $1.6 billion having floating interest rates. If interest rates were on average 100 basis points higher in 2021 than they were during 2020, our interest expense would increase by approximately $16 million. This amount is determined by considering the impact of the hypothetical change in interest rates on our variable rate debt.\nIf interest rates were an average 100 basis points lower in 2021 than they were during 2020, our interest income from cash and investment balances would decrease by approximately $2 million. This amount is determined by considering the impact of the hypothetical interest rates on the balances of our money market funds and short-term, interest-bearing investments.\nITEM 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1158463_2020.htm (CIK: 1158463, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02550", "source": "edgar", "source_license": "public_domain", "text": "Item 8.\nFinancial Statements and Supplementary Data\nINDEX TO CONSOLIDATED FINANCIAL STATEMENTS\nReport of Independent Registered Public Accounting Firm\nShareholders and Board of Directors\nCharles & Colvard, Ltd.\nMorrisville, North Carolina\nOpinion on the Consolidated Financial Statements\nWe have audited the accompanying consolidated balance sheets of Charles & Colvard, Ltd. (the \u201cCompany\u201d) as of June 30, 2020, and 2019, the related consolidated statements of operations, shareholders\u2019 equity, and cash flows for the years then ended, and the related notes (collectively referred to as the \u201cconsolidated financial statements\u201d). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at June 30, 2020 and 2019, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.\nChange in Accounting Principle\nAs discussed in Note 2 to the consolidated financial statements, the Company changed its method of accounting for leases during the year ended June 30, 2020 due to the adoption of Accounting Standards Codification Topic 842, Leases.\nBasis for Opinion\nThese consolidated financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (\u201cPCAOB\u201d) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company\u2019s internal control over financial reporting. Accordingly, we express no such opinion.\nOur audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.\n/s/ BDO USA, LLP\nWe have served as the Company\u2019s auditor since 2010.\nRaleigh, North Carolina\nSeptember 3, 2020\nCHARLES & COLVARD, LTD.\nCONSOLIDATED BALANCE SHEETS\nSee Notes to Consolidated Financial Statements.\nCHARLES & COLVARD, LTD.\nCONSOLIDATED STATEMENTS OF OPERATIONS\nSee Notes to Consolidated Financial Statements.\nCHARLES & COLVARD, LTD.\nCONSOLIDATED STATEMENTS OF SHAREHOLDERS\u2019 EQUITY\nSee Notes to Consolidated Financial Statements.\nCHARLES & COLVARD, LTD.\nCONSOLIDATED STATEMENTS OF CASH FLOWS\nSee Notes to Consolidated Financial Statements.\nCHARLES & COLVARD, LTD.\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n1.\nDESCRIPTION OF BUSINESS\nCharles & Colvard, Ltd. (the \u201cCompany\u201d), a North Carolina corporation founded in 1995, manufactures, markets, and distributes Charles & Colvard Created Moissanite\u00ae (hereinafter referred to as moissanite or moissanite jewels) and finished jewelry featu", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1015155_2020.htm (CIK: 1015155, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02551", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk.\nWe are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this Item 7A.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1563577_2020.htm (CIK: 1563577, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02552", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6.SELECTED FINANCIAL DATA.\nINTERNATIONAL FLAVORS & FRAGRANCES INC.\nQUARTERLY FINANCIAL DATA\n(UNAUDITED)\nThis data should be read in conjunction with the Consolidated Financial Statements and Notes thereto, and with Item 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 51253_2020.htm (CIK: 51253, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02553", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nFor purposes of this section, the term \u201cstockholders\u201d means the holders of shares of Digital Realty Trust, Inc.\u2019s common stock and preferred stock. Set forth below are the risks that we believe are material to Digital Realty Trust, Inc.\u2019s stockholders and Digital Realty Trust, L.P.\u2019s unitholders. You should carefully consider the following factors in evaluating our Company, our properties and our business. The occurrence of any of the following risks might cause Digital Realty Trust, Inc.\u2019s stockholders and Digital Realty Trust, L.P.\u2019s unitholders to lose all or a part of their investment. Some statements in this report, including statements in the following risk factors, constitute forward-looking statements. Please refer to the section entitled \u201cForward-Looking Statements\u201d starting on page 46.\nOverview\nOur business, operations and financial results are subject to various risks and uncertainties, including those described below, that could adversely affect our business, financial condition, results of operations, cash flows, and the trading price of our common stock and preferred stock. The following material factors, among others, could cause our actual results to differ materially from historical results and those expressed in forward-looking statements made by us or on our behalf in filings with the SEC, press releases, communications with investors and oral statements. The risks that\nwe describe in our public filings are not the only risks that we face. Additional risks and uncertainties not presently known to us, or that we currently consider immaterial, also may materially adversely affect our business, financial condition, and results of operations.\nRisk Factors Summary\nThe following is a summary of the principal risks that could adversely affect our business, operations and financial results.\nRisk Related to Our Business and Operations\n\u25cfOur business and operations, and our customers, suppliers and business partners may be adversely affected by epidemics, pandemics or other outbreaks.\n\u25cfOur business depends upon the demand for data centers.\n\u25cfWe face significant competition, which may adversely affect the occupancy and rental rates of our data centers.\n\u25cfAny failure of our physical infrastructure or services could lead to significant costs and disruptions.\n\u25cfWe may be vulnerable to breaches, or unauthorized access to, or disruption of our physical and information security infrastructure and systems.\n\u25cfWe depend on significant customers, and many of our data centers are single-tenant properties or are currently occupied by single tenants.\n\u25cfFailure to attract, grow and retain a diverse and balanced customer base, including key magnet customers, could harm our business and operating results.\n\u25cfOur contracts with our customers could subject us to significant liability.\n\u25cfCertain of our customer agreements may include restrictions on the sale of our properties to certain third parties, which could have a material adverse effect on us.\n\u25cfOur data centers may not be suitable for re-leasing without significant expenditures or renovations.\n\u25cfWe may be unable to lease vacant or development space, renew leases, or re-lease space as leases expire.\n\u25cfEven if we have additional space available for lease at any one of our data centers, our ability to lease this space to existing or new customers could be constrained by our ability to provide sufficient electrical power.\n\u25cfOur portfolio depends upon local economic conditions and is geographically concentrated in certain locations.\n\u25cfWe may experience supply chain or procurement disruptions, or increased supply chain costs, which may lead to construction delays.\n\u25cfWe lease or sublease certain of our data center space from third parties and the ability to retain these leases or subleases could be a significant risk to our ongoing operations.\n\u25cfWe may not be able to adapt to changing technologies and customer requirements, and our data center infrastructure may become obsolete.\n\u25cf", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1494877_2020.htm (CIK: 1494877, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02554", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nOur operations and financial results are subject to various risks and uncertainties, including those described below, that could have a material adverse effect on our business, financial condition or results of operations and could cause the trading price of our common stock to decline. We believe that the following information identifies the material factors affecting our company based on the information we currently know. However, the risks and uncertainties our company faces are not limited to those described below. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also adversely affect our business.\nMarket Risks\nThe COVID-19 pandemic creates significant risks and uncertainties for our business.\nThe ongoing coronavirus disease 2019 (\u201cCOVID-19\u201d) pandemic has created and continues to create significant and pervasive societal, economic and market disruption globally. In particular, financial markets have seen increased volatility and significant changes to the value of investments. If the value of assets under management decreases, our revenue and operating results could be substantially impacted. While portions of world economies have been differently impacted by the pandemic, there is still significant uncertainty around the extent to which the COVID-19 pandemic impacts our business, results of operations, and financial condition depends on current and future developments. These developments are highly uncertain, including the scope, duration and severity of the pandemic, success of worldwide vaccination efforts, possible mutations of COVID-19 or similar diseases, the effectiveness of our remote working and our ongoing phased office reopenings, the measures that may be taken by various governmental authorities in response to the outbreak (such as legislative action, stimulus, quarantines and travel restrictions, effectiveness of health care, and new or interim regulation), the actions of third parties in response to the pandemic, and the possible further impacts on the global economy. It is unclear when we will have a sustained recovery and what that recovery will look like, so we seek to effectively manage our risks, but our ability to do so is subject to the inherent limitations of obtaining timely, reliable analysis in an ever-changing situation. No assurance can be given that the steps we have taken will continue to be effective or appropriate.\nStarting in the end of the first quarter of 2020, the COVID-19 pandemic impacted, and will likely continue to impact, each of our business segments. Consumer demand, client investing decisions in light of ongoing economic uncertainty, our fee and investment income, our owned asset values, and our credit reserve and other financial or actuarial assumptions and reserve calculations have been, and may further be, negatively impacted from a decline and volatility of asset prices, sustained reduction in interest rates, nonperformance credit spreads, credit deterioration, decreased liquidity in trading markets and other economic and market effects of the global pandemic. Though we have navigated the first months of the pandemic, we continue to actively monitor the potential direct and indirect impacts that the COVID-19 pandemic may have on our segments. The most significant impacts of the COVID-19 pandemic on the operational and financial results of our core business segments include:\n\u2022In our Advice & Wealth Management segment, the significant and ongoing impact of reduced interest rates, and the fee income impact from volatile equity markets and transactional client activity driven by client investing decisions from ongoing economic uncertainty;\n\u2022In our Asset Management segment, volatile average equity markets and changes in consumer demand and client investing decisions in light of ongoing economic uncertainty; and\n\u2022In our Retirement & Protection Solutions segment, the significant reduction in interest ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 820027_2020.htm (CIK: 820027, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02555", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation.\nThere has been no annuity, pension or retirement benefits paid to our officers or directors during the past two fiscal years. We currently do not have an employment agreement with the Company\u2019s Chief Executive Officer. There is no compensation committee of the Board. The Board approved the terms of a certain management agreement with Greenestone Clinic, Inc., wholly owned by the Company\u2019s Chief Executive Officer, Shawn Leon, and with Shawn Leon, whereby a management agreement was initially for a term of one year and was for the development of medical clinics in Ontario, Canada. The agreement has been extended from year to year and has been expanded to include overall company management and the development of clinics in the United States. The management agreement allowed for a maximum compensation of $300,000 per year.\nSummary Compensation Table\nOutstanding Equity Awards at Fiscal Year End\nThere were no equity awards issued to executive officers during the fiscal year ended December 31, 2020 and there are no outstanding equity awards to named officers as of December 31, 2020.\nInformation regarding equity compensations plans is set forth in the table below:\nDirectors Compensation\nThe following summary compensation table sets forth all compensation awarded to, earned by, or paid to the named directors by us during the year ended December 31, 2020.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 792935_2020.htm (CIK: 792935, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02556", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk\nEQUITY RISK\nWe are exposed to market risk with respect to our portfolio of marketable securities with a fair value of $396 million at December 31, 2020. These securities are exposed to market volatilities, changes in price and interest rates.\nINTEREST RATE RISK\nWe are exposed to interest rate risk on variable-rate short-term credit facilities for which there were no borrowings outstanding at December 31, 2020. At December 31, 2020, we have $15.0 billion of long-term debt, primarily consisting of fixed-rate debt, with a fair value of approximately $18.2 billion. The terms of our fixed-rate debt obligations do not generally allow investors to demand payment of these obligations prior to maturity. Therefore, we do not have significant exposure to interest rate risk for our fixed-rate debt; however, we do have exposure to fair value risk if we repurchase or exchange long-term debt prior to maturity.\nFOREIGN CURRENCY RISK\nIn certain circumstances, we are exposed to foreign currency risk. We enter into foreign currency forward contracts to manage a portion of the exchange rate risk related to receipts from customers and payments to suppliers denominated in foreign currencies. We do not hold or issue derivative financial instruments for trading purposes. At December 31, 2020, foreign currency forward contracts with a notional amount of $133 million were outstanding. At December 31, 2020, a 10 percent unfavorable foreign exchange rate movement would not have a material impact on our consolidated financial position, annual results of operations and/or cash flows.\nINFLATION RISK\nWe have generally been able to anticipate increases in costs when pricing our contracts. Bids for longer-term firm fixed-price contracts typically include assumptions for labor and other cost escalations in amounts that historically have been sufficient to cover cost increases over the period of performance.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1133421_2020.htm (CIK: 1133421, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02557", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nThis Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations is intended to provide a reader of our financial statements with a narrative from the perspective of our management on our financial condition, results of operations, liquidity, and certain other factors that may affect our future results. The following discussion and analysis should be read in conjunction with our audited consolidated financial statements and the accompanying notes thereto included in \u201cItem 8. Financial Statements and Supplementary Data.\u201d\nForward-Looking Statements\nIn addition to historical financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. See \u201cForward-Looking Statements.\u201d Our results and the timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those discussed under \u201cItem 1A. Risk Factors\u201d in this Annual Report on Form 10-K.\nOverview\nWe are a leading communications software innovator that powers multimedia social applications. We operate a leading network of consumer applications that we believe create a unique social media enterprise where users can meet, see, chat, broadcast and message in real time in a secure environment with others in our network. Our consumer applications generate revenue principally from subscription fees and advertising arrangements.\nWe believe that the scale of our subscriber base presents a competitive advantage in the video social networking industry and provides growth opportunities to advance existing products with up-sell opportunities and build future brands with cross-sell offers.\nWe also believe that our proprietary consumer app technology platform can scalably support large communities of users in activities such as video, voice and text chat and provide robust user monetization tools.\nOur continued growth depends on attracting new consumer application users through the introduction of new applications, features and partnerships and further penetration of our existing markets. Our principal growth strategy is to invest in the development of proprietary software, expand our sales and marketing efforts with respect to such software, and increase our consumer application user base through potential platform partnerships and new and existing advertising campaigns that we run through internet and mobile advertising networks, all while balancing the capital needs of the business.\nOur strategy is to approach these opportunities in a measured way, being mindful of our resources and evaluating factors such as potential revenue, time to market and amount of capital needed to invest in the opportunity.\nBackground of Presentation and Recent Developments\nName Change\nEffective May 15, 2020, we changed our name from \u201cPeerStream, Inc.\u201d to \u201cPaltalk, Inc.\u201d In connection with the name change, we also changed our trading symbol on the OTCQB Marketplace from \u201cPEER\u201d to \u201cPALT.\u201d This name change takes us back to our roots and reflects our primary focus on our current operations, Paltalk and Camfrog, which together are host to one of the world\u2019s largest collections of video-based communities.\nCOVID-19\nIn December 2019, a novel strain of coronavirus (\u201cCOVID-19\u201d), was reported to have surfaced in Wuhan, China, and has reached multiple other countries, resulting in government-imposed quarantines, travel restrictions and other public health safety measures in affected countries. The various precautionary measures taken by many governmental authorities around the world in order to limit the spread of COVID-19 has had, and could continue to have, an adverse effect on the global markets and its economy, including on the availability and pricing of employees and resources, and other aspects of the global economy. Although we cannot predic", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1355839_2020.htm (CIK: 1355839, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02558", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\nThe following selected financial data should be read in conjunction with our financial statements and the notes thereto, and with Item 7, \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\u201d The Consolidated Statements of Income data for fiscal years 2020, 2019, and 2018 and the Consolidated Balance Sheets data as of January 26, 2020 and January 27, 2019 have been derived from and should be read in conjunction with our audited consolidated financial statements and the notes thereto included in Part IV, Item 15 in this Annual Report on Form 10-K. We operate on a 52- or 53-week year, ending on the last Sunday in January. Fiscal years 2020, 2019, 2018, and 2017 were 52-week years and fiscal year 2016 was a 53-week year.\n(A)\nIn fiscal year 2016, we began the wind down of our Icera modem operations. As a result, our income from operations for fiscal year 2016 included $131 million of restructuring and other charges.\n(B)\nIn fiscal year 2014, we issued Convertible Notes in the aggregate principal amount of $1.50 billion. The Convertible Notes first became convertible as of February 1, 2016 and matured on December 1, 2018.\n(C)\nIn fiscal year 2017, we issued $1.00 billion of the Notes Due 2021, and $1.00 billion of the Notes Due 2026. Interest on the Notes is payable on March 16 and September 16 of each year, beginning on March 16, 2017. Refer to Note 12 of the Notes to the Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form 10-K for additional information.\n(D)\nIn fiscal year 2020, we adopted the accounting standards update regarding the accounting for leases under which lease assets and liabilities are recognized on the balance sheet. Refer to Note 3 of the Notes to the Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form 10-K for additional information.\n(E)\nIn May 2015, we increased the quarterly cash dividend from $0.085 per share, or $0.34 per share on an annual basis, to $0.0975 per share, or $0.39 per share on an annual basis. In November 2015, we increased the quarterly cash dividend to $0.115 per share, or $0.46 per share on an annual basis. In November 2016, we increased the quarterly cash dividend to $0.14 per share, or $0.56 per share on an annual basis. In November 2017, we increased the quarterly cash dividend to $0.15 per share, or $0.60 per share on an annual basis. In November 2018, we increased the quarterly cash dividend to $0.16 per share, or $0.64 per share on an annual basis.\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1045810_2020.htm (CIK: 1045810, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02559", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk\nOur primary market risk exposure consists of changes in interest rates on borrowings under our debt instruments. The analysis below presents the sensitivity of the market value of our financial instruments to selected changes in market interest rates.\nAt December 31, 2020, our total indebtedness of $3.7 billion included $3.5 billion of variable-rate debt. The impact on our results of operations of a 25-basis point change in interest rate on the outstanding balance of variable-rate debt at December 31, 2020 would be approximately $8.7 million annually. Interest rate changes have no impact on the remaining $236.5 million of fixed-rate debt.\nThe above amounts were determined based on the impact of hypothetical interest rates on our borrowings and assume no changes in our capital structure. As the information presented above includes only those exposures that existed at December 31, 2020, it does not consider exposures or positions that could arise after that date. Accordingly, the information presented herein has limited predictive value. As a result, the ultimate realized gain or loss with respect to interest rate fluctuations will depend on exposures that arise during the period, the hedging strategies in place at the time, and the related interest rates.\nWe hold an interest rate floor with a notional amount totaling $25.0 million and a strike rate of 1.25%. Our total exposure is capped at our initial upfront costs totaling $19,000. This instrument has a termination date of November 2021.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1232582_2020.htm (CIK: 1232582, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02560", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.\nOverview\nOur management\u2019s discussion and analysis of financial condition and results of operations relates to Ferrellgas Partners and the operating partnership.\nFerrellgas Partners Finance Corp. and Ferrellgas Finance Corp. have nominal assets, do not conduct any operations and have no employees other than officers. Ferrellgas Partners Finance Corp. serves as co-issuer and co-obligor for debt securities of Ferrellgas Partners, while Ferrellgas Finance Corp. serves as co-issuer and co-obligor for debt securities of the operating partnership. Accordingly, and due to the reduced disclosure format, a discussion of the results of operations, liquidity and capital resources of Ferrellgas Partners Finance Corp. and Ferrellgas Finance Corp. is not presented in this section.\nThe following is a discussion of our historical financial condition and results of operations and should be read in conjunction with our audited historical consolidated financial statements and accompanying Notes thereto included elsewhere in this Annual Report on Form 10-K.\nThe discussions set forth in this section generally refer to Ferrellgas Partners and its consolidated subsidiaries. However, in these discussions there exists one material difference between Ferrellgas Partners and the operating partnership: Ferrellgas Partners has outstanding $357.0 million aggregate principal amount of 8.625% unsecured senior notes due June 15, 2020 and, accordingly, has interest expense that the operating partnership does not have. Ferrellgas Partners\u2019 access to liquidity is dependent on distributions from the operating partnership. See the statements of operations in their respective consolidated financial statements.\nRecent Developments\nCOVID-19\nThe coronavirus disease 2019 (COVID-19), which has been declared by the World Health Organization as a \u201cPublic Health Emergency of International Concern,\u201d continues to spread and severely impact the economy of the United States and other countries around the world. COVID-19 poses the risk that we or our employees, contractors, suppliers, customers and other business partners may be prevented from or limited in conducting business activities for an indefinite period of time. The outbreak of COVID-19 has already resulted in significant governmental measures being implemented to control the spread of the virus, including quarantines, travel restrictions, manufacturing restrictions, declarations of national emergency and states of emergency, business shutdowns and restrictions on the movement of people throughout the United States and the world. While some of our business operations and support systems are deemed essential in many jurisdictions, we are continuing to assess the impact that COVID-19 may have on our results of operations and financial condition and cannot at this time accurately predict what effects these conditions will have on our operations and sales due to uncertainties relating to the ultimate geographic spread of the virus, the severity of the disease, the duration of the outbreak and the length of the travel restrictions and business closures imposed by governments in different jurisdictions. Additionally, initiatives we have implemented or may implement to slow and/or reduce the impact of COVID-19, such as using staggered start times for drivers, may increase our operating expenses and reduce the efficiency of our operations. Any of the foregoing events or other unforeseen consequences of public health epidemics may have further adverse impacts on U.S. and global economic conditions, including a general slowdown in the U.S. economy, which could decrease demand for our products and have a material adverse effect on our results of operations and financial condition.\nForbearance Agreement with respect to Ferrellgas Partners\u2019 8.625% Unsecured Senior Notes due June 15, 2020\nWe have engaged Moelis & Company LLC as our financia", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 922360_2020.htm (CIK: 922360, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02561", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nThe following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements, the notes thereto, and the other financial information appearing elsewhere in this report. The following discussion includes forward-looking statements that involve certain risks and uncertainties. See Part I \u201cDisclosure Regarding Forward-Looking Statements\u201d and Part I, Item 1A \u201cRisk Factors\u201d.\nDiscussion and analysis of our operating highlights and financial results of operations for the year ended December 31, 2019 compared to the year ended December 31, 2018 is included under the headings in Part II, Item 7 \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations - Operating Highlights, Financial Results of Operations, Liquidity and Capital Resources, and Critical Accounting Policies and Estimates\u201d in our Annual Report on Form 10-K filed for the year ended December 31, 2019 with the SEC on February 18, 2020.\nOverview\nWe provide compression services in a number of shale plays throughout the U.S., including the Utica, Marcellus, Permian Basin, Delaware Basin, Eagle Ford, Mississippi Lime, Granite Wash, Woodford, Barnett, Haynesville, Niobrara and Fayetteville shales. Demand for our services is driven by the domestic production of natural gas and crude oil. As such, we have focused our activities in areas of attractive natural gas and crude oil production growth, which are generally found in these shale and unconventional resource plays. According to studies promulgated by the EIA, the production and transportation volumes in these shale plays are expected to increase over the long term. Furthermore, the changes in production volumes and pressures of shale plays over time require a wider range of compression services than in conventional basins. We believe we are well-positioned to meet these changing operating conditions due to the operational design flexibility inherit in our compression units.\nWhile our business focuses largely on compression services serving infrastructure applications, including centralized natural gas gathering systems and processing facilities, which utilize large horsepower compression units, typically in shale plays, we also provide compression services in more mature conventional basins, including gas lift applications on crude oil wells targeted by horizontal drilling techniques. Gas lift, a process by which natural gas is injected into the production tubing of\nan existing producing well, in order to reduce the hydrostatic pressure and allow the oil to flow at a higher rate, and other artificial lift technologies are critical to the enhancement of oil production from horizontal wells operating in tight shale plays.\nRecent Developments\nCredit Agreement Amendment\nThe Credit Agreement was amended on August 3, 2020 (the \u201cAmendment Effective Date\u201d) to amend, among other things, the requirements of certain covenants and the date on which certain covenants in the Credit Agreement must be met beginning on the Amendment Effective Date until the last day of the fiscal quarter ending December 31, 2021 (the \u201cCovenant Relief Period\u201d).\nThe amendment, among other items, increases the maximum funded debt to EBITDA ratio to (i) 5.75 to 1.00 for the fiscal quarters ending September 30, 2020 and December 31, 2020, (ii) 5.50 to 1.00 for the fiscal quarters ending March 31, 2021 and June 30, 2021 and (iii) 5.25 to 1.00 for the fiscal quarters ending September 30, 2021 and December 31, 2021 (reverting back to 5.00 to 1.00 after the Covenant Relief Period).\nIn addition, during the Covenant Relief Period, the applicable margin for Eurodollar borrowings is increased from a range of 2.00% - 2.75% to a range of 2.25% - 3.00%.\nPlease see Item 7 \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity an", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1522727_2020.htm (CIK: 1522727, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02562", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk.\nWe use derivative instruments to manage foreign exchange risk on the Sterling Notes, and do not hold or issue derivative instruments for speculative trading purposes.\nCross-currency derivative instruments are used to effectively convert \u00a31.275 billion aggregate principal amount of fixed-rate British pound sterling denominated debt, including annual interest payments and the payment of principal at maturity, to fixed-rate U.S. dollar denominated debt. The cross-currency derivative instruments have maturities of June 2031 and July 2042. We are required to post collateral on the cross-currency derivative instruments when such instruments are in a liability position. In April 2019, we entered into a collateral holiday agreement for 60% of both the 2031 and 2042 cross-currency swaps, which eliminates the requirement to post collateral for three years, as well as a ten year collateral cap on the remaining 40% of the cross-currency swaps which limits the required collateral posting on that 40% of the cross-currency swaps to $150 million. The fair value of our cross-currency derivatives included in other long-term liabilities on our consolidated balance sheets was $184 million and $224 million as of December 31, 2020 and 2019, respectively. For more information, see Note 12 to the accompanying consolidated financial statements contained in \u201cPart II. Item 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1091667_2020.htm (CIK: 1091667, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02563", "source": "edgar", "source_license": "public_domain", "text": "Item 7: Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nThe following discussion should be read in conjunction with our consolidated financial statements and related notes and other financial information appearing elsewhere in this annual report on Form 10-K (the \"Annual Report\"). In addition to historical information, the following discussion and other parts of this Annual Report contain forward-looking information that involves risks and uncertainties. Our actual results may differ significantly from any results expressed or implied by these forward-looking statements due to the factors discussed in Part I, \u201cItem 1A. Risk Factors\u201d and \u201cForward-Looking Statements\u201d appearing elsewhere herein.\nThe terms \u201cFLEX,\u201d \u201cthe Company,\u201d \u201cwe,\u201d \u201cus\u201d and \u201cour\u201d mean Prospect Flexible Income Fund, Inc. (formerly known as TP Flexible Income Fund, Inc.) unless the context specifically requires otherwise.\nOverview\nWe are an externally managed, non-diversified, closed-end management investment company that has elected to be regulated as a business development company (\u201cBDC\u201d) under the Investment Company Act of 1940, as amended (the \u201c1940 Act\u201d). Our investment objective is to generate current income and, as a secondary objective, capital appreciation by targeting investment opportunities with favorable risk-adjusted returns. We intend to meet our investment objective by primarily lending to and investing in the debt of privately-owned U.S. middle market companies, which we define as companies with annual revenue between $50 million and $2.5 billion. We have elected and intend to continue to qualify annually to be taxed for U.S. federal income tax purposes as a regulated investment company (\"RIC\") under the Internal Revenue Code of 1986, as amended (the \"Code\").\nOn March 31, 2019, Pathway Capital Opportunity Fund, Inc. (\u201cPWAY\u201d) merged with and into us (the \u201cMerger\u201d). As the combined surviving company, we were renamed as TP Flexible Income Fund, Inc. (we were formerly known as Triton Pacific Investment Corporation, Inc. (\u201cTPIC\u201d)). In connection with the Merger, Prospect Flexible Income Management, LLC (the \"Adviser\"), an affiliate of PWAY, became our investment adviser, and Prospect Administration LLC (the \"Administrator\" or \"Prospect Administration\"), an affiliate of the Adviser, became our administrator. Although PWAY merged with and into us, PWAY is considered the accounting survivor of the Merger and its historical financial statements are included and discussed herein and in other applicable reports that we file with the SEC.\nOn and effective August 5, 2020, we changed our name to Prospect Flexible Income Fund, Inc. from TP Flexible Income Fund, Inc. by filing Articles of Amendment to our Fourth Articles of Amendment and Restatement, as amended and supplemented.\nWe have engaged Triton Pacific Securities, LLC (the \"Dealer Manager\") to serve as the dealer manager for our offering. The dealer manager is not required to sell any specific number or dollar amount of shares but will use its best efforts to sell the shares offered.\nWe are offering for sale a maximum amount of $300,000,000 our shares of common stock on a \"best efforts\" basis. We are currently offering to sell our Class A Shares up to the maximum offering amount, at an offering price of $9.03 per Class A Share. As of August 27, 2020, we have sold a total of 2,367,478 shares of common stock, including 198,792 shares issued pursuant to our distribution reinvestment plan, for gross proceeds of approximately $31,652,992, including the reduction due to ($2,761,851) in shares repurchased pursuant to the Company\u2019s share repurchase program and 14,815 shares of common stock sold to Triton Pacific Adviser, LLC, our former investment adviser (the \u201cFormer Adviser\u201d) in exchange for gross proceeds of $200,003. As a result of the Merger, the Company issued 775,193 shares.\nOn March 11, 2020, the World Health Organization declared the Wuhan Virus a global pandemic and", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, internal revenue. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02564", "source": "edgar", "source_license": "public_domain", "text": "Item 7A.\nQUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nWe are exposed to market risk from changes in, among other things, interest rates, foreign currencies and commodity prices. We aim to identify and understand these risks and then implement strategies to manage them. When evaluating these strategies, we evaluate the fundamentals of each market, our sensitivity to movements in pricing, and underlying accounting and business implications. Our chief executive officer and chief financial officer must approve the execution of all transactions contemplated in accordance with our Financial and Commodity Risk Management Corporate Policy. The sensitivity analyses we present below do not consider the effect of possible adverse changes in the general economy, nor do they consider additional actions we may take to mitigate our exposure to such changes. We may not be successful in managing these risks.\nContainerboard and Paperboard Shipments\nWe are exposed to market risk related to our sales of containerboard and paperboard. We sell a significant portion of our mill production and converted products pursuant to contracts that provide that prices are either fixed for specified terms or provide for price adjustments based on negotiated terms, including changes in specified index prices. We have the capacity to annually ship approximately 11.9 million tons in our Corrugated Packaging segment and approximately 4.0 million tons in our Consumer Packaging segment. Although our mill system operating rates may vary from year to year due to changes in market and other factors, our simple average mill system operating rates for the last three years averaged 93%. A hypothetical $10 per ton decrease in the price of containerboard and paperboard throughout the year based on our capacity would decrease our sales by approximately $119 million and $40 million in our Corrugated Packaging and Consumer Packaging segments, respectively. See Item 1A. \u201cRisk Factors - Our Earnings Are Highly Dependent on Volumes\u201d.\nEnergy\nEnergy is one of the most significant costs of our mill operations. The cost of natural gas, coal, oil, electricity, diesel and wood by-products (biomass) at times have fluctuated significantly. In our recycled paperboard mills, we use primarily natural gas and electricity, supplemented with coal and fuel oil to generate steam used in the paper making process and, at a few mills, to generate electricity used on site. In our virgin fiber mills, we use biomass, natural gas and coal to generate steam used in the pulping and paper making processes and to generate some or all of the electricity used on site. We primarily use electricity and natural gas to operate our converting facilities. We generally purchase these products from suppliers at market or tariff rates. We may from time to time use commodity contracts to hedge energy exposures.\nWe spent approximately $773 million on all energy sources in fiscal 2020 to operate our facilities. Natural gas and electricity each account for approximately 30% to 40% of our energy purchases depending upon pricing. While the amount of energy we consume my vary from year to year due to production levels and other factors, in fiscal 2021 we expect to consume approximately 88 million MMBtu of natural gas. A hypothetical 10% increase in the price of energy throughout the year would increase our cost of energy by approximately $77 million based on fiscal 2020 pricing and consumption.\nRecycled Fiber\nRecycled fiber is the principal raw material we use in the production of recycled paperboard and a portion of our containerboard. We consume approximately 5.5 million tons of recycled fiber per year. Recycled fiber prices can fluctuate significantly. Our purchases of old corrugated containers and double-lined kraft clippings accounted for our largest recycled fiber costs and approximately 85% to 90% of our recycled fiber purchases. The remaining 10% to 15% of our recycled fiber purchases consisted of a num", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1732845_2020.htm (CIK: 1732845, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02565", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7.\nMANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nForward-looking Statements\nWhen used in this Annual Report and in other documents filed or furnished by Great Southern Bancorp, Inc. (the \u201cCompany\u201d) with the Securities and Exchange Commission (the \"SEC\"), in the Company's press releases or other public or stockholder communications, and in oral statements made with the approval of an authorized executive officer, the words or phrases \u201cmay,\u201d \u201cmight,\u201d \u201ccould,\u201d \u201cshould,\u201d \"will likely result,\" \"are expected to,\" \"will continue,\" \"is anticipated,\" \u201cbelieve,\u201d \"estimate,\" \"project,\" \"intends\" or similar expressions are intended to identify \"forward-looking statements\" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements also include, but are not limited to, statements regarding plans, objectives, expectations or consequences of announced transactions, known trends and statements about future performance, operations, products and services of the Company. The Company\u2019s ability to predict results or the actual effects of future plans or strategies is inherently uncertain, and the Company\u2019s actual results could differ materially from those contained in the forward-looking statements. The novel coronavirus disease, or COVID-19, pandemic is adversely affecting the Company, its customers, counterparties, employees, and third-party service providers, and the ultimate extent of the impacts on the Company\u2019s business, financial position, results of operations, liquidity, and prospects is uncertain. Continued deterioration in general business and economic conditions, including further increases in unemployment rates, or turbulence in domestic or global financial markets could adversely affect the Company\u2019s revenues and the values of its assets and liabilities, reduce the availability of funding, lead to a tightening of credit, and further increase stock price volatility. In addition, changes to statutes, regulations, or regulatory policies or practices as a result of, or in response to, COVID-19, could affect the Company in substantial and unpredictable ways.\nOther factors that could cause or contribute to such differences include, but are not limited to: (i) expected revenues, cost savings, earnings accretion, synergies and other benefits from the Company's merger and acquisition activities might not be realized within the anticipated time frames or at all, and costs or difficulties relating to integration matters, including but not limited to customer and employee retention, might be greater than expected; (ii) changes in economic conditions, either nationally or in the Company's market areas; (iii) fluctuations in interest rates; (iv) the risks of lending and investing activities, including changes in the level and direction of loan delinquencies and write-offs and changes in estimates of the adequacy of the allowance for loan losses; (v) the possibility of other-than-temporary impairments of securities held in the Company's securities portfolio; (vi) the Company's ability to access cost-effective funding; (vii) fluctuations in real estate values and both residential and commercial real estate market conditions; (viii) the ability to adapt successfully to technological changes to meet customers' needs and developments in the marketplace; (ix) the possibility that security measures implemented might not be sufficient to mitigate the risk of a cyber-attack or cyber theft, and that such security measures might not protect against systems failures or interruptions; (x) legislative or regulatory changes that adversely affect the Company's business, including, without limitation, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and its implementing regulations, the overdraft protection regulations and customers' responses thereto and the Tax Cut and Jobs Act; (xi) changes in accounting policies and practices or accounting standards, in", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 854560_2020.htm (CIK: 854560, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02566", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data.\nNOVAN, INC.\nINDEX TO CONSOLIDATED FINANCIAL STATEMENTS\nReport of Independent Registered Public Accounting Firm\nStockholders and Board of Directors\nNovan, Inc.\nMorrisville, North Carolina\nOpinion on the Consolidated Financial Statements\nWe have audited the accompanying consolidated balance sheets of Novan, Inc. (the \u201cCompany\u201d) as of December 31, 2020 and 2019, the related consolidated statements of operations and comprehensive loss, stockholders\u2019 equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the \u201cconsolidated financial statements\u201d). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2020 and 2019, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.\nGoing Concern Uncertainty\nThe accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has suffered recurring losses from operations and has not generated significant revenue or positive cash flows from operations. These factors raise substantial doubt about the Company\u2019s ability to continue as a going concern. Management\u2019s plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.\nBasis for Opinion\nThese consolidated financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (\u201cPCAOB\u201d) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company\u2019s internal control over financial reporting. Accordingly, we express no such opinion.\nOur audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.\n/s/ BDO USA, LLP\nWe have served as the Company's auditor since 2018.\nRaleigh, North Carolina\nFebruary 24, 2021\nNOVAN, INC.\nConsolidated Balance Sheets\n(in thousands, except share and per share amounts)\nThe accompanying notes are an integral part of these consolidated financial statements\nNOVAN, INC.\nConsolidated Statements of Operations and Comprehensive Loss\n(in thousands, except share and per share amounts)\nThe accompanying notes are an integral part of these conso", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1467154_2020.htm (CIK: 1467154, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02567", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nThe following table sets forth information about the remuneration of our principal executive officer for services rendered during our fiscal years ended June 30, 2020 and 2019, and our other executive officers that had total compensation of $100,000 or more for our last completed full fiscal year (the \u201cNamed Officers\u201d). Certain tables and columns have been omitted as no information was required to be disclosed under those tables or columns.\nSUMMARY COMPENSATION TABLE\n(1) The fair value was determined using the Black-Scholes option pricing model with the following assumptions: volatility at 296.73%; risk free interest rate of 2.78%; expected life of 4 years; and expected dividend rate of 0%.\n(2) Mr. Greenberg has served in this capacity since March 31, 2020.\n(3) Mr. Wasyl has served in this capacity from October 26, 2018 to March 31, 2020.\n(4) Mr. Bankier has served in these capacities from March 8, 2018 to April 1, 2019.\nDue to the Company\u2019s limited cash resources, no cash compensation is being paid to the Company\u2019s three officers. On August 19, 2020, the Board of Directors authorized the grant of options to purchase an aggregate of 5,000,000 shares of common stock at a price of $0.08 per share. The options are exercisable for a period of seven years. Two-thirds of the options (3,333,334) vested immediately, as such options represented compensation for services rendered through June 30, 2020. The remaining 1,666,666 options will vest quarterly over the next four calendar quarters beginning September 30, 2020.\nThe following table sets forth information with respect to stock awards for the Named Officers.\nOUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END\n(1) On July 25, 2018, the Board approved the accelerated vesting of the shares granted to Messrs. Bankier and Wasoff.\nEmployment Contracts and Termination of Employment and Change-in-Control Arrangements\nNone of our executive officers or directors are parties to any employment contracts. No retirement, pension, profit sharing, or insurance programs or other similar programs have been adopted by the Company for the benefit of the Company\u2019s employees.\nDirector Compensation\nWe currently do not compensate our directors in cash for acting as such. We also reimburse our directors for reasonable expenses incurred in connection with their service as directors. No compensation was paid to our directors serving in their capacities as such for the fiscal year ended June 30, 2020.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1625288_2020.htm (CIK: 1625288, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02568", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7.Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nYou should read the following discussion and analysis of our financial condition and results of operations in conjunction with the audited consolidated Financial Statements and notes thereto of VICI Properties Inc. and other financial information included elsewhere in this Annual Report on Form 10-K. Some of the information contained in this discussion and analysis or set forth elsewhere in this Annual Report on Form 10-K, including information with respect to our business and growth strategies, statements regarding the industry outlook and our expectations regarding the future performance of our business contained herein are forward-looking statements. See \u201cCautionary Note Regarding Forward-Looking Statements.\u201d You should also review the \u201cRisk Factors\u201d section in Item 1A of this Annual Report on Form 10-K for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by such forward-looking statements.\nOVERVIEW\nWe are a Maryland corporation that is primarily engaged in the business of owning and acquiring gaming, hospitality and entertainment destinations. We lease our properties to subsidiaries of Caesars, Penn National, Hard Rock, Century Casinos and JACK Entertainment, with Caesars being our largest tenant. We conduct our real property business through an operating partnership and our golf course business through a TRS, VICI Golf LLC. The financial information included in this Annual Report on Form 10-K are our consolidated results (including the real property business and the golf course business) for the years ended December 31, 2020, 2019 and 2018.\nKey 2020 Highlights\nOperating Results\n\u2022Collected 100% of rent in cash.\n\u2022Total revenues increased 37.0% year-over-year to $1.2 billion.\n\u2022Net income attributable to common stockholders was $891.7 million, or $1.75 per diluted share.\n\u2022AFFO increased 28.7% year-over-year to $835.8 million and AFFO per diluted share increased 10.8% to $1.64.\nAcquisition and Investment Activity\n\u2022Completed $4.6 billion of acquisitions and investments, including:\n\u25e6Acquisition of the real estate assets of Harrah\u2019s New Orleans, Harrah\u2019s Laughlin, and Harrah\u2019s Atlantic City and modification of certain provisions of the Caesars Lease Agreements in connection with the Eldorado/Caesars Merger for total consideration of approximately $3.2 billion; and\n\u25e6Acquisition of the real estate assets of JACK Cleveland/Thistledown for total consideration of approximately $843.3 million.\n\u25e6Originated $575.0 million of mortgage loan investments, including our first investment outside of gaming through an $80.0 million mortgage loan secured by Chelsea Piers New York, a sports and entertainment complex located in New York City.\n\u2022Added $318.4 million of contractual rent on an annualized basis to our real estate portfolio.\nCapital Markets and Financing Activity\n\u2022Increased our quarterly cash dividend to $0.33 per share (or $1.32 per share on an annualized basis), representing a 10.9% increase compared to our previous quarterly dividend.\n\u2022Completed an equity offering in which 29,900,000 shares were sold through a forward sale agreement at $22.15 per share, raising gross proceeds of $662.3 million, with 3,000,000 shares subsequently settled for net proceeds to us of approximately $63.0 million and 26,900,000 shares remaining for settlement under the forward sale agreement.\n\u2022Settled all 65,000,000 shares of the Company's outstanding June 2019 forward sale agreements for net proceeds of approximately $1.3 billion.\n\u2022Issued 7,500,000 shares under the Company\u2019s ATM Program for net proceeds of approximately $200.0 million\n\u2022Issued $2.5 billion of Senior Unsecured Notes at a blended and weighted average interest rate of 3.83% and used $500.0 million of those proceeds to redeem our 8% Second Lien Notes that were scheduled to mature in 2023.\n\u2022Repriced our Term Loan B Facility and", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1705696_2020.htm (CIK: 1705696, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02569", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nFinancial Presentation\nThe following discussion and analysis contains forward-looking statements within the meaning of the federal securities laws, and should be read in conjunction with the disclosures we make concerning risks and other factors that may affect our business and operating results. You should read this information in conjunction with the consolidated financial statements and the notes thereto included in this annual report. See also \u201cCautionary Statement Concerning Forward-Looking Statements\u201d immediately prior to Part I, Item 1 in this annual report.\nWe categorize revenue from our cruise and cruise-related activities as either \u201cpassenger ticket\u201d revenue or \u201conboard and other\u201d revenue. Passenger ticket revenue and onboard and other revenue vary according to product offering, the size of the ship in operation, the length of cruises operated and the markets in which the ship operates. Our revenue is seasonal based on demand for cruises, which has historically been strongest during the Northern Hemisphere\u2019s summer months; however, our cruise voyages were completely suspended during the last nine months of 2020 due to the COVID-19 pandemic and such suspension has been extended through May 31, 2021. Passenger ticket revenue primarily consists of revenue for accommodations, meals in certain restaurants on the ship, certain onboard entertainment, port fees and taxes and includes revenue for service charges and air and land transportation to and from the ship to the extent guests purchase these items from us. Onboard and other revenue primarily consists of revenue from casino, beverage sales, shore excursions, specialty dining, retail sales, spa services and photo services. Our onboard revenue is derived from onboard activities we perform directly or that are performed by independent concessionaires, from which we receive a share of their revenue.\nOur cruise operating expense is classified as follows:\n\u25cfCommissions, transportation and other primarily consists of direct costs associated with passenger ticket revenue. These costs include travel advisor commissions, air and land transportation expenses, related credit card fees, certain port fees and taxes and the costs associated with shore excursions and hotel accommodations included as part of the overall cruise purchase price.\n\u25cfOnboard and other primarily consists of direct costs incurred in connection with onboard and other revenue, including casino, beverage sales and shore excursions.\n\u25cfPayroll and related consists of the cost of wages and benefits for shipboard employees and costs of certain inventory items, including food, for a third party that provides crew and other hotel services for certain ships. The cost of crew repatriation, including charters, housing, testing and other costs related to COVID-19 are also included.\n\u25cfFuel includes fuel costs, the impact of certain fuel hedges and fuel delivery costs.\n\u25cfFood consists of food costs for passengers and crew on certain ships.\n\u25cfOther consists of repairs and maintenance (including Dry-dock costs), ship insurance and other ship expenses.\nCritical Accounting Policies\nOur consolidated financial statements have been prepared in accordance with U.S. GAAP. The preparation of these consolidated financial statements requires us to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of our consolidated financial statements and the reported amounts of revenue and expenses during the periods presented. We rely on historical experience and on various other assumptions that we believe to be reasonable under the circumstances to make these estimates and judgments. Actual results could differ materially from these estimates. We believe that the following critical accounting policies reflect the significant estimates and assumptio", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1318742_2020.htm (CIK: 1318742, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02570", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures about Market Risk\nWe are a smaller reporting company, and therefore, we are not required to provide information required by this item.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1426506_2020.htm (CIK: 1426506, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02571", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\nThe selected financial data previously required by Item 301 of Regulation S-K has been omitted pursuant to SEC Release No. 33-10890; 34-90459, and the resulting amendments to Item 301 of Regulation S-K effective February 10, 2021.\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1258602_2020.htm (CIK: 1258602, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02572", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nReport of Independent Registered Public Accounting Firm\nConsolidated Balance Sheets as of September 30, 2020 and 2019\nConsolidated Statements of Operations for the years ended September 30, 2020, 2019 and 2018\nConsolidated Statements of Comprehensive Income for the years ended September 30, 2020, 2019 and 2018\nConsolidated Statements of Cash Flows for the years ended September 30, 2020, 2019 and 2018\nConsolidated Statements of Changes in Equity for the years ended September 30, 2020, 2019 and 2018\nNotes to Consolidated Financial Statements\nThe supplementary quarterly financial information required by this Item 8 is included in Part II, Item 6, \u201cSelected Financial Data\u201d, and is incorporated herein by reference.\nReport of Independent Registered Public Accounting Firm\nTo the Board of Directors and Stockholders of Brooks Automation, Inc.\nOpinions on the Financial Statements and Internal Control over Financial Reporting\nWe have audited the accompanying consolidated balance sheets of Brooks Automation, Inc. and its subsidiaries (the \u201cCompany\u201d) as of September 30, 2020 and 2019, and the related consolidated statements of operations, of comprehensive income, of changes in equity and of cash flows for each of the three years in the period ended September 30, 2020, including the related notes (collectively referred to as the \u201cconsolidated financial statements\u201d). We also have audited the Company's internal control over financial reporting as of September 30, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).\nIn our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of September 30, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended September 30, 2020 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 30, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.\nChange in Accounting Principle\nAs discussed in Note 2 to the consolidated financial statements, the Company changed the manner in which it accounts for leases effective October 1, 2019.\nBasis for Opinions\nThe Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management\u2019s Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company\u2019s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.\nOur audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and perfo", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 933974_2020.htm (CIK: 933974, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02573", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A.\nRISK FACTORS\nSet forth below are the risks that we believe are material to our investors. This section contains forward-looking statements. You should refer to the explanation of the qualifications and limitations on forward-looking statements beginning on page 4.\nRisks Related to Real Estate\nUnfavorable market and economic conditions in the United States and globally and in the specific markets or submarkets where our properties are located could adversely affect occupancy levels, rental rates, rent collections, operating expenses, and the overall market value of our assets, impair our ability to sell, recapitalize or refinance our assets and have an adverse effect on our results of operations, financial condition and our ability to make distributions to our stockholders.\nUnfavorable market conditions in the areas in which we operate and unfavorable economic conditions in the United States and globally may significantly affect our occupancy levels, rental rates, rent collections, operating expenses, the market value of our assets and our ability to strategically acquire, dispose, recapitalize or refinance our properties on economically favorable terms or at all. Our ability to lease our properties at favorable rates may be adversely affected by increases in supply of office space in our markets and is dependent upon overall economic conditions, which are adversely affected by, among other things, job losses and unemployment levels, recession, stock market volatility and uncertainty about the future. Some of our major expenses, including mortgage payments and real estate taxes, generally do not decline when related rents decline. We expect that any declines in our occupancy levels, rental revenues and/or the values of our buildings would cause us to have less cash available to pay our indebtedness, fund necessary capital expenditures and to make distributions to our stockholders, which could negatively affect our financial condition and the market value of our securities. Our business may be affected by the volatility and illiquidity in the financial and credit markets, a general global economic recession and other market or economic challenges experienced by the real estate industry or the U.S. economy as a whole. Our business may also be adversely affected by local economic conditions, as all of our revenues are derived from properties located in New York City and San Francisco. Factors that may affect our occupancy levels, our rental revenues, our net operating income (\u201cNOI\u201d), our funds from operations (\u201cFFO\u201d) and/or the value of our properties include the following, among others:\n\u2022\ndownturns in global, national, regional and local economic conditions;\n\u2022\ndeclines in the financial condition of our tenants, many of which are financial, legal and other professional firms, which may result in tenant defaults under leases due to bankruptcy, lack of liquidity, operational failures or other reasons;\n\u2022\nthe inability or unwillingness of our tenants to pay rent increases;\n\u2022\nsignificant job losses in the financial services, professional services and technology and media industries, which may decrease demand for our office space, causing market rental rates and property values to be impacted negatively;\n\u2022\nan oversupply of, or a reduced demand for, Class A office space;\n\u2022\nchanges in market rental rates in our markets;\n\u2022\nchanges in space utilization by our tenants due to technology, economic conditions and business culture; and\n\u2022\neconomic conditions that could cause an increase in our operating expenses, such as increases in property taxes (particularly as a result of increased local, state and national government budget deficits and debt and potentially reduced federal aid to state and local governments), utilities, insurance, compensation of on-site associates and routine maintenance.\nAll of our properties are located in New York City and San Francisco, and adverse economic or regulatory developments in these areas could negat", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1605607_2020.htm (CIK: 1605607, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02574", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\nManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nThis Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our financial statements and the related notes and other financial information included in this Annual Report on Form 10-K. In addition to historical financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results and timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those discussed under the sections of this Form 10-K captioned \u201cForward-Looking Statements\u201d and \u201cRisk Factors.\u201d\nOverview\nWe are one of the world\u2019s largest manufacturers of ground-mounting systems used in solar energy projects. Our principal product is an integrated system of steel supports, electric motors, gearboxes and electronic controllers commonly referred to as a single-axis \u201ctracker.\u201d Trackers move solar panels throughout the day to maintain an optimal orientation to the sun, which significantly increases their energy production. Solar energy projects that use trackers generate up to 25% more energy than projects that use \u201cfixed tilt\u201d mounting systems, which do not move.\nOur trackers use a patented design that allows one motor to drive multiple rows of solar panels through articulated driveline joints. To avoid infringing on our U.S. patent, our competitors must use designs that we believe are inherently less efficient and reliable. For example, our largest competitor\u2019s design requires one motor for each row of solar panels. As a result, we believe our products have greater reliability, lower installation costs, reduced maintenance requirements and competitive manufacturing costs. Our core U.S. patent on a linked-row, rotating gear drive system does not expire until February 5, 2030.\nWe sell our products to engineering, procurement and construction firms (\u201cEPCs\u201d) that build solar energy projects and to large solar developers, independent power producers and utilities, often under master supply agreements or multi-year procurement contracts. In 2020, we derived 92% and 8% of our revenues from customers in the U.S. and rest of the world, respectively.\nWe are a U.S. company and our headquarters and principal manufacturing facility are in Albuquerque, New Mexico. As of December 31, 2020, we had 389 full-time employees.\nImpact of COVID-19\nIn December 2019, a novel strain of coronavirus, SARS-CoV-2, which causes coronavirus disease 2019, or COVID-19, surfaced in Wuhan, China. Since then, COVID-19 has spread to multiple countries, including the United States. On March 11, 2020, the World Health Organization declared COVID-19 a pandemic. To date, we have maintained uninterrupted business operations with normal turnaround times for the delivery of solar tracking systems. We have implemented adjustments to our operations designed to keep employees safe and comply with federal, state and local guidelines, including those regarding social distancing. The extent to which COVID19 may further impact the Company\u2019s business, results of operations, financial condition and cash flows will depend on future developments, which are highly uncertain and cannot be predicted with confidence. In response to COVID-19, the United States government has passed legislation and taken other actions to provide financial relief to companies and other organizations affected by the pandemic.\nPerformance Measures\nIn managing our business and assessing financial performance, we supplement the information provided by the financial statements with other operating metrics. These operating metrics are utilized by our management to evaluate our business, measure our performance, identify trends affecting", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1820721_2020.htm (CIK: 1820721, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02575", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nInvesting in our Class A common stock involves a high degree of risk. You should carefully consider the risks described below, as well as the other information in this Annual Report on Form 10-K, including our consolidated financial statements and the related notes as well as our other public filings with the SEC, before deciding to invest in our Class A common stock. The occurrence of any of the events described below could harm our business, financial condition, results of operations, liquidity or prospects. In such an event, the market price of our Class A common stock could decline, and you may lose all or part of your investment. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business.\nBusiness risks\nThe novel coronavirus, or COVID-19, global pandemic has had and is expected to continue to have an adverse effect on our business and results of operations.\nGovernmental authorities around the world have implemented measures to reduce the spread of COVID-19. These measures, including \u201cshelter-in-place\u201d orders suggested or mandated by governmental authorities or otherwise elected by companies as a preventive measure, have adversely\naffected workforces, customers, consumer sentiment, economies, and financial markets, and, along with decreased consumer spending, have led to an economic downturn in the United States.\nNumerous state and local jurisdictions, including in markets where we operate, have imposed, and others in the future may impose, \u201cshelter-in-place\u201d orders, quarantines, travel restrictions, executive orders and similar government orders and restrictions for their residents to control the spread of COVID-19. For example, the federal and state governments in the United States have imposed social distancing measures and restrictions on movement, only allowing essential businesses to remain open. Such orders or restrictions have resulted in the temporary closure of many of our merchant operations, work stoppages, slowdowns and delays, mandatory remote operations, travel restrictions and cancellation of events, among other effects, any of which may materially impact our business and results of operations.\nAs a result of the COVID-19 pandemic, we experienced a significant decrease in our payments volumes and expect the impact of shelter-in-place orders and other government measures to continue to significantly impact our business, results of operations and cash flows for the foreseeable future. As result of the COVID-19 pandemic, many of our hospitality merchants have experienced an 80% or greater decline in transaction volumes from pre-COVID-19 levels and many of our restaurant merchants are limited to take-out or delivery business only.\nSince the COVID-19 pandemic began, we:\n\u2022\ndrew $68.5 million under our revolving credit facility in the first quarter of 2020, which was repaid in the second quarter of 2020;\n\u2022\nfurloughed approximately 25% of our employees. During the third quarter of 2020, we reinstated substantially all of our workforce and are hiring in certain areas to accommodate new merchant onboarding;\n\u2022\naccelerated approximately $30.0 million of annual expense reduction plans related to previous acquisitions;\n\u2022\nre-prioritized our capital projects;\n\u2022\ninstituted a company-wide hiring freeze, which has been lifted since August 2020; and\n\u2022\nreduced salaries for management across the organization, which were fully reinstated as of October 2020.\nDue to the ongoing uncertainty of the COVID-19 pandemic, we will continue to assess the situation, including abiding by any government-imposed restrictions, market by market. We are unable to accurately predict the ultimate impact that the COVID-19 pandemic will have on our operations going forward due to uncertainties that will be dictated by the length of time that such disruptions continue, which will, in turn, depend on the currently unknowable duration and severity of the COVID-19 pa", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1794669_2020.htm (CIK: 1794669, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02576", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8.\nFINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nThe financial information required by Item 8 is contained in Item 15 of Part IV of this Annual Report on Form 10-K.\nITEM 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 29669_2020.htm (CIK: 29669, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02577", "source": "edgar", "source_license": "public_domain", "text": "Item 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS\nOF OPERATIONS\n(dollars in millions throughout Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations)\n(unless otherwise stated, references to years relate to fiscal years)\nThe following discussion compares our results for the year ended September 30, 2020, to the year ended September 30, 2019. The discussion comparing our results for the year ended September 30, 2019 to the year ended September 30, 2018 is included within Management\u2019s Discussion and Analysis of Financial Condition and Results of Operation in our Annual Report on Form 10-K for the year ended September 30, 2019, filed with the SEC on November 13, 2019. We begin the discussion at a consolidated level and then provide separate detail about Advanced Process Solutions, Molding Technology Solutions, and Batesville reportable segments, as well as Corporate. These financial results are prepared in accordance with United States (\u201cU.S.\u201d) generally accepted accounting principles (\u201cGAAP\u201d).\nWe also provide certain non-GAAP operating performance measures. These non-GAAP measures are referred to as \u201cadjusted\u201d measures and primarily exclude the following items:\n\u2022business acquisitions, disposition, and integration costs;\n\u2022restructuring and restructuring-related charges;\n\u2022impairment charges;\n\u2022inventory step-up charges;\n\u2022debt financing activities related to the acquisition of Milacron (including the loss on settlement of interest rate swaps and certain financing costs);\n\u2022net loss on divestiture of Cimcool;\n\u2022COVID-19 pandemic-related costs;\n\u2022the related income tax impact for all of these items; and\n\u2022the interaction of tax benefits and expenses related to the foreign income inclusion tax provisions and certain tax carryforward attributes associated with the acquisition of Milacron and divestiture of Cimcool, including the tax provisions related to the imposition of tax on Global Intangible Low-Taxed Income (GILTI) earned by certain foreign subsidiaries, the Foreign Derived Intangible Income Deduction (FDII), and the Base Erosion and Anti-Abuse Tax (BEAT) and their impact on loss carryforward attributes.\nNon-GAAP information is provided as a supplement to, not as a substitute for, or as superior to, measures of financial performance prepared in accordance with GAAP.\nWe use this non-GAAP information internally to make operating decisions and believe it is helpful to investors because it allows more meaningful period-to-period comparisons of our ongoing operating results. The information can also be used to perform trend analysis and to better identify operating trends that may otherwise be masked or distorted by these types of excluded items. We believe this information provides a higher degree of transparency.\nAn important non-GAAP measure that we use is adjusted earnings before interest, income tax, depreciation, and amortization (\u201cadjusted EBITDA\u201d). A part of Hillenbrand\u2019s strategy is to selectively acquire companies that we believe can benefit from the HOM to spur faster and more profitable growth. Given that strategy, it is a natural consequence to incur related expenses, such as amortization from acquired intangible assets and additional interest expense from debt-funded acquisitions. Accordingly, we use adjusted EBITDA, among other measures, to monitor our business performance. Adjusted EBITDA is not a recognized term under GAAP and therefore does not purport to be an alternative to net (loss) income. Further, the Company\u2019s measure of adjusted EBITDA may not be comparable to similarly titled measures of other companies.\nAnother important non-GAAP operational measure used is backlog. Backlog is not a term recognized under GAAP; however, it is a common measurement used in industries with extended lead times for order fulfillment (long-term contracts), like those in which the Advanced Process Solutions and Molding Technology Solutions reportable segments compete. Backlog", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax provision, tax benefit. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02578", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA.\nThe selected financial information as of and for the years ended December 31, 2020, 2019, 2018, 2017 and 2016, is taken from the financial statements of the Trust included in section F of this filing and previous filings.\nYou should read this information in conjunction with \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d and our financial statements and the related notes included therewith. Results from past periods are not necessarily indicative of results that may be expected for any future period.\nAS OF AND FOR THE YEAR ENDED DECEMBER 31, 2020\nAS OF AND FOR THE YEAR ENDED DECEMBER 31, 2019\nAS OF AND FOR THE YEAR ENDED DECEMBER 31, 2018\nAS OF AND FOR THE YEAR ENDED DECEMBER 31, 2017\nAS OF AND FOR THE YEAR ENDED DECEMBER 31, 2016\nSupplementary Quarterly Financial Information\nThe following summarized quarterly financial information presents the Trust\u2019s results of operations for the three-month periods ended March 31, June 30, September 30, and December 31, 2020.\nThe following summarized quarterly financial information presents the Trust\u2019s results of operations for the three-month periods ended March 31, June 30, September 30, and December 31, 2019.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1389122_2020.htm (CIK: 1389122, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02579", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk\nWe are exposed to market risks from fluctuations in interest rates, which may adversely affect our results of operations and financial condition. We seek to minimize these risks through regular operating and financing activities and, if we consider it to be appropriate, through the use of derivative financial instruments. We do not purchase, hold or sell derivative financial instruments for trading or speculative purposes. Additional information on our variable rate debt is included in \u201cNote 13. Debt\u201d to our consolidated financial statements in this Annual Report on Form 10-K.\nInterest Rate Risk\nWe have exposure to interest rate risk from our variable rate debt. We do not hedge our exposure to changes in interest rates. At December 31, 2020, we had $10 million in variable rate debt outstanding. A 10% change in interest rates would have an immaterial impact on annualized interest expense.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1754820_2020.htm (CIK: 1754820, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02580", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION\nThe following discussion and analysis should be read together with our financial statements and the related notes appearing elsewhere in this annual report on Form 10-K. This discussion contains forward-looking statements reflecting our current expectations that involve risks and uncertainties. See \u201cForward-Looking Statements\u201d for a discussion of the uncertainties, risks and assumptions associated with these statements. Actual results and the timing of events could differ materially from those discussed in our forward-looking statements as a result of many factors, including those set forth under \u201cRisk Factors\u201d and elsewhere in this annual report on Form 10-K.\nOverview\nWe are a company providing technology solutions to improve the clinical effectiveness and efficiency of healthcare providers. Our mission is to develop, manufacture and market innovative proprietary products and services that assist our customers in evaluating and treating chronic diseases. In 2011, we began commercializing our first patented and U.S. Food and Drug Administration, or FDA, cleared product, which measured arterial blood flow in the extremities to aid in the diagnosis of peripheral arterial disease, or PAD. In March 2015, we received FDA 510(k) clearance for the next generation version of our product, QuantaFlo\u00ae, which we began commercializing in August 2015. In September 2020, we entered into an agreement with a private company to exclusively market and distribute a new product line in the United States, including Puerto Rico, and, in September and October 2020, in an effort to provide access to potentially complementary product offerings, we made investments in two private companies working in other product areas. We believe our current products and services, and any future products or services that we may offer, position us to provide valuable information to our customer base, which in turn permits them to better guide patient care.\nIn the year ended December 31, 2020, we had total revenues of $38.6 million and net income of $14.0 million compared to total revenues of $32.8 million and net income of $15.1 million in 2019. We had an income tax expense of $2.5 million in 2020, compared to an income tax benefit of $4.4 million in 2019, primarily due to the release of a tax valuation allowance in the third quarter of 2019. Our pre-tax net income was $16.5 million in 2020 compared to $10.7 million in 2019.\nRecent Developments\nLate in the first quarter and into the second quarter of 2020, we experienced decreased test volumes due to COVID-19 related \u201csocial distancing\u201d and other executive orders mandating \u201cshelter-in-place\u201d or similar restrictions, which limited patient visits by our customers. As such restrictions have been lifted around the country and non-emergency medical services resumed in late 2020, our business has returned to and even exceeded pre-COVID-19 levels. In the third and fourth quarters of 2020, we experienced even higher test volumes as our customers accelerated usage due to a backlog of untested patients. However, as we look forward into 2021, there is uncertainty that the recent roll-back in restrictions will be maintained. New, additional or different restrictions could be imposed, which could impact the usage of our product by our customers. Other customers who have fixed-fee licenses could decide to cancel their licenses if they are not able to use our device as frequently as they had anticipated in light of such restrictions.\nIn September 2020, we entered into an agreement with a private company to exclusively market and distribute a new product line in the United States, including Puerto Rico, for which we are currently developing a marketing plan. Under this distribution agreement, we agreed to purchase $1.2 million of product inventory. We also agreed to make royalty payments ranging from 0% to 10% of net sales depending on the ave", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax expense, tax benefit, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02581", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nThe following factors, among others, could cause our actual results to differ materially from those expressed or implied in forward-looking statements made in this Annual Report on Form 10-K and presented elsewhere by our management from time to time. These factors may have a material adverse effect on our business, financial condition, liquidity, results of operations, funds from operations, or FFO, and prospects, which we refer to herein as a material adverse effect on us or as materially and adversely affecting us, and you should carefully consider them. Additional risks and uncertainties not presently known to us or which are currently not believed to be material may also affect our actual results. We may update these factors in our future periodic reports.\nSummary of Risk Factors\nThe following summarizes our material risk factors. However, this summary is not intended to be a comprehensive and complete list of all risk factors identified by the Company. Refer to the following pages of this section for additional details regarding these summarized risk factors and other additional risk factors identified by the Company.\n\u25cfThe ongoing novel coronavirus (COVID-19) pandemic and governmental restrictions intended to prevent its spread, as well as other future epidemics, pandemics or public health crises, could have a significant negative impact on our business, financial condition, results of operations, cash flow and liquidity and our ability to access the capital markets, satisfy our debt service obligations and make distributions to our shareholders.\n\u25cfConditions that adversely affect the general retail environment could materially and adversely affect us.\n\u25cfSome of our properties depend on anchor stores or other large nationally recognized tenants to attract shoppers and we could be materially and adversely affected by the loss of one or more of these anchors or tenants.\n\u25cfWe face potential adverse effects from tenant bankruptcies.\n\u25cfWe face a wide range of competition that could affect our ability to operate profitably, including e-commerce.\n\u25cfVacant space at our properties could materially and adversely affect us.\n\u25cfWe may not be able to lease newly developed properties to or renew leases and relet space at existing properties with an appropriate mix of tenants, if at all.\n\u25cfOur international activities may subject us to risks that are different from or greater than those associated with our domestic operations.\n\u25cfWe face risks associated with the acquisition, development, redevelopment and expansion of properties.\n\u25cfWe have a substantial debt burden that could affect our future operations.\n\u25cfThe agreements that govern our indebtedness contain various covenants that impose restrictions on us that might affect our ability to operate freely.\n\u25cfDisruption in the capital and credit markets may adversely affect our ability to access external financings for our growth and ongoing debt service requirements.\n\u25cfAdverse changes in our credit ratings could affect our borrowing capacity and borrowing terms.\n\u25cfSimon and certain subsidiaries of the Operating Partnership have elected to be taxed as REITs in the United States. The failure to maintain Simon\u2019s or the Subsidiary REITs\u2019 qualifications as REITs or changes in applicable tax laws or regulations could result in adverse tax consequences.\n\u25cfIf the Operating Partnership fails to qualify as a partnership for federal income tax purposes, we would cease to qualify as a REIT and suffer other adverse consequences.\n\u25cfOur ownership of TRSs is subject to certain restrictions, and we will be required to pay a 100% penalty tax on certain income or deductions if our transactions with our TRSs are not conducted on arm\u2019s-length terms.\n\u25cfWe have limited control with respect to some properties that are partially owned or managed by third parties, which may adversely affect our ability to sell or refinance them.\n\u25cfThe Operating Partnership guarantees debt or otherwise provides support for a n", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax law. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02582", "source": "edgar", "source_license": "public_domain", "text": "Item 11. EXECUTIVE COMPENSATION\nThe information called for by this item will be set forth in our Proxy Statement and is incorporated herein by reference.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1418091_2020.htm (CIK: 1418091, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02583", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6.\nSelected Financial Data\nThe following table contains our selected financial data for, or at the end of, each of the five years ended December 31, 2020. You should read this table in conjunction with our consolidated financial statements and related notes contained elsewhere in this Annual Report and Part II, Item 7, Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\n(1)\nAs discussed in Note 1 \u201cSummary of Significant Accounting Policies-Investments in Limited Liability Companies\u201d, our consolidated financial statements only include the accounts of our consolidated investments.\n(2)\nNet income and earnings per share during 2020 includes the unfavorable impact of the two hospital facility vacancies that occurred as of June 1, 2019 and September 30, 2019, as discussed herein. Net income and earnings per share during 2019 includes $2.0 million of net gains (net of related transaction costs) related to sales of real estate assets. Net income and earnings per share during 2018 includes (i) $4.5 million of hurricane recovery proceeds in excess of damaged property write-downs; (ii) $1.2 million of hurricane-related business interruption insurance recovery proceeds (approximately $500,000 of which related to 2017), and; (iii) $1.7 million of revenue related to a lease termination agreement. Net income and earnings per share during 2017 includes: (i) $2.0 million of hurricane recovery proceeds received in excess of damaged property write-downs, and; (ii) a $27.2 million net gain (net of related transaction costs) recorded in connection with the Arlington transaction, as previously disclosed.\n(3)\nIn September 2019, as discussed in Note 3 to the consolidated financial statements - New Construction, Acquisitions and Dispositions, we entered into an agreement whereby we own a 95% ownership interest in Grayson Properties II LP, which developed, constructed, owns and operates the Texoma Medical Plaza II. The core and shell of this MOB was substantially completed in December 2020. During 2020, a construction loan was obtained by Grayson Properties II LP which has an outstanding balance of $12.3 million as of December 31, 2020. Also in March, 2017, Arlington Medical Properties, LLC a formerly jointly-owned LLC in which we held an 85% non-controlling ownership interest, sold the real estate assets of St. Mary\u2019s Professional Office Building which generated $57.3 million of net cash proceeds to us. Investments in LLCs at December 31, 2016 includes a member loan issued to St. Mary\u2019s Professional Office Building, amounting to $21.6 million, which was repaid to us in 2017 when the real estate assets were sold.\n(4)\nExcludes third-party debt that is non-recourse to us, incurred by unconsolidated LLCs in which we hold various non-controlling equity interests as follows: $39.7 million as of December 31, 2020 (including the $12.3 million construction loan obtained by Grayson Properties II LP, as mentioned above), $26.6 million as of December 31, 2019, $27.3 million as of December 31, 2018, $27.8 million as of December 31, 2017 and $28.4 million as of December 31, 2016. (See Note 8 to the consolidated financial statements).\nFunds from operations (\u201cFFO\u201d) is a widely recognized measure of performance for Real Estate Investment Trusts (\u201cREITs\u201d). We believe that FFO and FFO per diluted share, which are non-GAAP financial measures, are helpful to our investors as measures of our operating performance. We compute FFO, in accordance with standards established by the National Association of Real Estate Investment Trusts (\u201cNAREIT\u201d), which may not be comparable to FFO reported by other REITs that do not compute FFO in accordance with the NAREIT definition, or that interpret the NAREIT definition differently than we interpret the definition. FFO adjusts for the effects of gains, such as gains on transactions during the periods presented. To the extent a REIT recognizes a gain or loss with respect to the sale of incidental asse", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 798783_2020.htm (CIK: 798783, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02584", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\nOur cash balance is $8,000 as of our fiscal year end of September 30, 2020. Our cash balance is not sufficient to fund our limited levels of operations for any period of time.\nOur net loss for our fiscal year ended September 30, 2020 was $26,918 and was attributable to general and administrative expenses. Our net loss for the previous fiscal year end was $26,507, which was comprised of general and administrative expenses.\nAs of September 30, 2020 and 2019, we held $8,000 cash on hand which were comprised the entirety of our cash or cash equivalents.\nOn May 18, 2016 the Company sold 5,000,000 shares of common stock at a price of $0.005 per share, resulting in $25,000 proceeds to the Company. These shares were sold pursuant to our effective S-1 Registration Statement. The amount of $25,000 has been recorded as subscription receivable.\nWe have been utilizing and may utilize funds from our Chief Executive Officer, Engchoon Peh, who has informally agreed to advance funds \u201con a need be basis\u201d to allow us to pay for filing fees, and professional fees that we may incur. Mr. Peh has no formal commitment, arrangement or legal obligation to advance or loan funds to the company, and the advances were not required to be repaid by the Company to Mr. Peh. As a start-up stage company, we have a very limited operating history.\nWe are a start-up stage company and have generated minimal revenue to date. Long term financing is required to fully implement our business plan. The exact amount of funding will depend on funding required for full implementation of our business plan.\nThe Company intends to monetize the mobile application \u2018Road Marshall\u2019 through third party advertisements during the next fiscal year. These advertisements could include, but not strictly be limited to, their products, services, and or other mobile applications that are not in direct competition to our own (such as mobile application(s) for games for example). We hope to commence monetization efforts in conjunction with growing the user base of the application.\nOur marketing efforts to date have been minimal, however we have plans to, in the following fiscal year, advertise through a combination of social media, online advertising and print media. Our marketing efforts remain in the planning stages and we do not have any definitive arrangements at this time.\nIt should be noted that our plans for monetization and marketing of our application are the same as those expressed at our fiscal year ended September 30, 2018, and September 30, 2019, but as of the fiscal year ended September 30, 2020, these plans have not yet been realized in any capacity.\nItem 7A.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1657249_2020.htm (CIK: 1657249, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02585", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.\nThis section and other parts of this Annual Report on Form 10-K (\u201cForm 10-K\u201d) contain forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995 (\"PSLRA\"), which are subject to known and unknown risks, uncertainties and other important factors that may cause actual results to be materially different from the statements made herein. All statements other than statements of historical fact are forward-looking statements. Forward-looking statements discuss our current expectations and projections relating to our financial position, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as \"aim,\" \"anticipate,\" \"believe,\" \"estimate,\" \"expect,\" \"forecast,\" \"future,\" \"intend,\" \"outlook,\" \"potential,\" \"project,\" \"projection,\" \"plan,\" \"seek,\" \"may,\" \"could,\" \"would,\" \"will,\" \"should,\" \"can,\" \"can have,\" \"likely,\" the negatives thereof and other similar expressions.\nAll forward-looking statements are expressly qualified in their entirety by these cautionary statements. You should evaluate all forward-looking statements made in this Form 10-K in the context of the risks and uncertainties disclosed in Part I, Item 1A of this Form 10-K under the heading \"Risk Factors\" and in this Item 7 \"Management's Discussion and Analysis of Financial Condition and Results of Operations\".\nThe forward-looking statements included in this Form 10-K are made only as of the date hereof. We undertake no obligation to publicly update any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law. If we do update one or more forward-looking statements, no inference should be made that we will make additional updates with respect to those or other forward-looking statements.\nShake Shack Inc. Form 10-K | 53\nOVERVIEW\nShake Shack is a modern day \"roadside\" burger stand serving a classic American menu of premium burgers, chicken sandwiches, hot dogs, crinkle cut fries, shakes, frozen custard, beer and wine. Our fine dining heritage and commitment to community building, hospitality and the sourcing of premium ingredients is what we call \"fine casual.\" Fine casual couples the ease, value and convenience of fast casual concepts with the high standards of excellence grounded in our fine dining heritage - thoughtful ingredient sourcing and preparation, hospitality and quality.\nOur mission is to Stand For Something Good in all aspects of our business, including the exceptional team we hire and train, the premium ingredients making up our menu, our community engagement and the design of our Shacks. Stand For Something Good is a call to action for all of our stakeholders - our team, guests, communities, suppliers and investors - and we actively invite them all to share in this philosophy with us. This commitment drives our integration into the local communities in which we operate and fosters a deep and lasting connection with our guests.\nRecent Development and Trends\nWe experienced steady recovery in the business during the fourth quarter of 2020, all while continuing to support our Shack teams, our guests and the communities in which we operate during the COVID-19 global pandemic. COVID-19 was officially declared a global pandemic by the World Health Organization in March 2020. The virus has impacted all global economies, and particularly in the United States, it has resulted in varying levels of restrictions and shutdowns implemented by national, state, and local authorities. In response to the outbreak, in March 2020, we closed all dining rooms and temporarily shifted to a \u201cto-go\u201d only operating model in all of our domestic Company-operated Shacks. With a prioritization on health and safety, we h", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1620533_2020.htm (CIK: 1620533, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02586", "source": "edgar", "source_license": "public_domain", "text": "Item 6.\nSelected Financial Data\nWe are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 943861_2020.htm (CIK: 943861, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02587", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data\nConsistent with the amendments to Regulation S-K, we are not required to disclose information previously required by this item.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1145197_2020.htm (CIK: 1145197, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02588", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data\nBecause we are considered to be a \u201csmaller reporting company\u201d under SEC rules and regulations, we are not required to provide the information required by this item in this report.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1764013_2020.htm (CIK: 1764013, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02589", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nINDEX TO CONSOLIDATED FINANCIAL STATEMENTS\nPage\nPFSweb, Inc. and Subsidiaries\nReport of Independent Registered Public Accounting Firm\nConsolidated Balance Sheets\nConsolidated Statements of Operations and Comprehensive Income (Loss)\nConsolidated Statements of Shareholders\u2019 Equity\nConsolidated Statements of Cash Flows\nNotes to Consolidated Financial Statements\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nShareholders and Board of Directors\nPFSweb, Inc.\nAllen, TX\nOpinion on the Consolidated Financial Statements\nWe have audited the accompanying consolidated balance sheets of PFSweb, Inc. (the \u201cCompany\u201d) as of December 31, 2020 and 2019, the related consolidated statements of operations and comprehensive income (loss), shareholders\u2019 equity, and cash flows for the years then ended, and the related notes (collectively referred to as the \u201cconsolidated financial statements\u201d). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2020 and 2019, and the results of their operations and their cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.\nWe also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (\u201cPCAOB\u201d), the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (\u201cCOSO\u201d) and our report dated March 31, 2021 expressed an adverse opinion thereon.\nBasis for Opinion\nThese consolidated financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.\nOur audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.\nCritical Audit Matter\nThe critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.\nRevenue Recognition of Service Fees\nThe Company recorded $256.6 million of service fee revenue for the year ended De", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1095315_2020.htm (CIK: 1095315, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02590", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk.\nMarket Risk. Market risk represents the risk of loss due to changes in market values of assets and liabilities. We incur market risk in the normal course of business through exposures to market interest rates, equity prices, and credit spreads. We have identified two primary sources of market risk: interest rate risk and price risk.\nInterest Rate Risk\nOverview. Interest rate risk is the risk to earnings and value arising from changes in market interest rates. Interest rate risk arises from timing differences in the repricings and maturities of interest-earning assets and interest-bearing liabilities (repricing risk), changes in the expected maturities of assets and liabilities arising from embedded options, such as borrowers\u2019 ability to prepay residential mortgage loans at any time and depositors\u2019 ability to redeem certificates of deposit before maturity (option risk), changes in the shape of the yield curve where interest rates increase or decrease in a nonparallel fashion (yield curve risk), and changes in spread relationships between different yield curves, such as U.S. Treasuries and LIBOR (basis risk).\nOur ALCO committee establishes broad policy limits with respect to interest rate risk. ALCO establishes specific operating guidelines within the parameters of the board of directors\u2019 policies. In general, we seek to minimize the impact of changing interest rates on net interest income and the economic values of assets and liabilities. Our ALCO meets monthly to monitor the level of interest rate risk sensitivity to ensure compliance with the board of directors\u2019 approved risk limits.\nInterest rate risk management is an active process that encompasses monitoring loan and deposit flows complemented by investment and funding activities. Effective management of interest rate risk begins with understanding the dynamic characteristics of assets and liabilities and determining the appropriate interest rate risk posture given business forecasts, management objectives, market expectations, and policy constraints.\nAn asset sensitive position refers to a balance sheet position in which an increase in short-term interest rates is expected to generate higher net interest income, as rates earned on our interest-earning assets would reprice upward more quickly than rates paid on our interest-bearing liabilities, thus expanding our net interest margin. Conversely, a liability sensitive position refers to a balance sheet position in which an increase in short-term interest rates is expected to generate lower net interest income, as rates paid on our interest-bearing liabilities would reprice upward more quickly than rates earned on our interest-earning assets, thus compressing our net interest margin.\nIncome Simulation and Economic Value Analysis. Interest rate risk measurement is calculated and reported to the board and ALCO at least quarterly. The information reported includes period-end results and identifies any policy limits exceeded, along with an assessment of the policy limit breach and the action plan and timeline for resolution, mitigation, or assumption of the risk.\nWe use two approaches to model interest rate risk: Net Interest Income at Risk (NII at Risk), and Economic Value of Equity (EVE). Under NII at Risk, net interest income is modeled utilizing various assumptions for assets, liabilities, and derivatives. EVE measures the period end market value of assets minus the market value of liabilities and the change in this value as rates change. EVE is a period end measurement.\nWe report NII at Risk to isolate the change in income related solely to interest earning assets and interest-bearing liabilities. The NII at Risk results included in the table above reflect the analysis used quarterly by management. It models gradual \u2212200, \u2212100, +100 and +200 basis point parallel shifts in market interest rates, implied by the forward yield curve over the next one-year peri", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1499422_2020.htm (CIK: 1499422, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02591", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nThe following risk factors may be important to understanding any statement in this Annual Report on Form 10-K or elsewhere. Our business, financial condition and operating results can be affected by a number of factors, whether currently known or unknown, including but not limited to those described below. Any one or more of such factors could directly or indirectly cause our actual results of operations and financial condition to vary materially from past or anticipated future results of operations and financial condition. Any of these factors, in whole or in part, could materially and adversely affect our business, financial condition, results of operations and stock price.\nRisks Relating to Our Business\nGeneral economic factors may materially adversely affect our business, revenue and profitability.\nGeneral conditions in the United States and global economy that are beyond our control may materially adversely affect our business and financial performance. As a retailer that is dependent upon consumer discretionary spending for home d\u00e9cor products, our customers may allocate less money for discretionary purchases as a result of increased levels of unemployment, reduced consumer disposable income, higher interest rates, higher fuel and other energy costs, higher tax rates and other changes in tax laws, foreclosures, bankruptcies, falling real estate and asset prices, reduced availability of consumer credit, higher consumer debt levels, a decline in consumer confidence, inflation, deflation, recession, an overall economic slowdown and other factors that influence consumer spending. The COVID-19 pandemic has created uncertainty in the global economy that has resulted in an unprecedented sharp economic downturn, which has adversely affected our business, revenues and profitability in the first quarter of fiscal year 2021. Our actual results for the remainder of fiscal year 2021 remain subject to a high degree of uncertainty due to uncertainty surrounding the continued duration of the COVID-19 crisis and the public policy response. As a result, the full effect that the outbreak of COVID-19 may have on our financial performance cannot be quantified at this time, and discretionary spending on home d\u00e9cor items could contract in the future. Accordingly, our historical financial information may not be indicative of our future performance, financial condition and results of operations.\nIn addition, our costs and expenses could be materially adversely impacted by general economic factors such as higher interest rates, higher fuel and other energy costs, higher transportation costs, higher commodity costs, higher costs of labor, tariffs, supply chain disruption or other trade restrictions, insurance and healthcare, increased rental expense, inflation in other costs, higher tax rates and other changes in the tax law and changes in other laws and regulations. The economic factors that affect our operations also affect the operations and economic viability of our suppliers from whom we purchase goods, a factor that can result in an increase in the cost to us of merchandise we sell to our customers.\nOutbreaks of communicable disease, or other public health emergencies, such as the current global COVID-19 pandemic, has substantially impacted and will continue to negatively affect our business, results of operations, financial condition and cash flows.\nThe global COVID-19 pandemic has resulted in significant disruptions to the global economy, and has been substantially impacting our business, results of operations and financial condition.\nFollowing government mandates in certain locations as well as increasing advice from the Centers for Disease Control and Prevention for persons in the United States to take extraordinary health precautions, on March 20, 2020 we announced that we would temporarily close all of our stores nationwide for one week, after which we began to reopen stores in regions that were not required to re", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: tax rate, tax law, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02592", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nWe are exposed to market risks in the ordinary course of our business. These risks are primarily related to foreign exchange risk and changes in short-term interest rates. The potential impact of our exposure to these risks is presented below:\nForeign Exchange Risk\nWe conduct business in many different countries and currencies. Our business often results in billings issued in a country and currency that differs from that where the expenses related to the service are incurred. In the ordinary course of business, we create numerous intercompany transactions and may have receivables, payables and currencies that are not denominated in the local functional currency. This brings foreign exchange risk to our earnings. The principal foreign exchange risks to which Expeditors is exposed include Chinese Yuan, Euro, Mexican Peso, Canadian Dollar and British Pound.\nForeign exchange rate sensitivity analysis can be quantified by estimating the impact on our earnings as a result of hypothetical changes in the value of the U.S. dollar, our functional currency, relative to the other currencies in which we transact business. All other things being equal, an average 10% weakening of the U.S. dollar, throughout the year ended December 31, 2020, would have had the effect of raising operating income by approximately $69 million. An average 10% strengthening of the U.S. dollar, for the same period, would have the effect of reducing operating income by approximately $56 million. This analysis does not take into account changes in shipping patterns based upon this hypothetical currency fluctuation. For example, a weakening in the U.S. dollar would be expected to increase exports from the United States and decrease imports into the United States over some relevant period of time, but the exact effect of this change cannot be quantified without making speculative assumptions.\nWe currently do not use derivative financial instruments to manage foreign currency risk and only enter into foreign currency hedging transactions in limited locations where regulatory or commercial limitations restrict our ability to move money freely. Any such hedging activity throughout the year ended December 31, 2020, was insignificant. Net foreign currency losses were approximately $25 million, $9 million and $2 million in 2020, 2019 and 2018, respectively. We had no foreign currency derivatives outstanding at December 31, 2020 and 2019. We instead follow a policy of accelerating international currency settlements to manage foreign exchange risk relative to intercompany billings. As of December 31, 2020, we had $117 million of net unsettled intercompany transactions. The majority of intercompany billings are resolved within 30 days.\nInterest Rate Risk\nAt December 31, 2020, we had cash and cash equivalents of $1,528 million, of which $926 million was invested at various short-term market interest rates. We had no long-term debt at December 31, 2020. A hypothetical change in the interest rate of 10 basis points at December 31, 2020 would not have a significant impact on our earnings.\nIn management\u2019s opinion, there has been no material change in our interest rate risk exposure between 2020 and 2019.\n35.\nITEM 8", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 746515_2020.htm (CIK: 746515, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02593", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION.\nThe information required by this item will be set forth in our Proxy Statement and is incorporated herein by reference. The Proxy Statement will be filed with the SEC within 120 days of the fiscal year ended December 31, 2020.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1655210_2020.htm (CIK: 1655210, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02594", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\nThe information required by this item is incorporated by reference from the 2020 Annual Report under the caption \"Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\"\nItem 7A.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 912767_2020.htm (CIK: 912767, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02595", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nThe following discussion and analysis should be read in conjunction with our \u201cSelected Consolidated Financial Data\u201d and consolidated financial statements and notes thereto included elsewhere in this annual report.\nOverview\nWe are a networking systems, services and software company, providing solutions that enable a wide range of network operators to deploy and manage next-generation networks that deliver services to businesses and consumers. We provide hardware, software and services that enable the transport, routing, switching, aggregation, service delivery and management of video, data and voice traffic on communications networks. Our solutions are used by communications service providers, cable and multiservice operators, Web-scale providers, submarine network operators, governments, enterprises, research and education institutions and emerging network operators.\nOur solutions include Networking Platforms, including our Converged Packet Optical and Packet Networking portfolios, which can be applied from the network core to end-user access points, and which allow network operators to scale capacity, increase transmission speeds, allocate traffic and adapt dynamically to changing end-user service demands. Our Converged Packet Optical portfolio includes products and solutions that support the connection of content to content and users to content, including in long haul and regional, submarine and data center interconnect networks. Our Packet Networking portfolio includes products and solutions that enable next-generation metro, access and aggregation networks, connecting users to content in applications that include 5G, mobile backhaul, virtualization and enterprise services.\nTo complement these solutions, we offer Platform Software, which provides management, domain control and specialized applications that automate network lifecycle operations, including provisioning equipment and services, network data, analytics and policy-based assurance to achieve closed loop automation across multi-vendor and multi-domain network environments. Through our Blue Planet\u00ae Software suite, we enable customers to transform their business and operations support systems (\u201cOSS\u201d) through software-based automation of their network and IT infrastructures. To complement our hardware and software products, we offer a broad range of services that help our customers build, operate and improve their networks and associated operational environments, including network optimization and migration offerings.\nWe refer to our complete portfolio vision as the Adaptive Network. The Adaptive Network emphasizes a programmable network infrastructure, software control and automation capabilities, network analytics and intelligence, and related advanced services. By transforming network infrastructures into a dynamic, programmable environment driven by automation and analytics, network operators can realize greater business agility, dynamically adapt to changing end-user service demands and rapidly introduce new revenue-generating services. They can also gain valuable real-time network insights, allowing them to optimize network operation and maximize the return on their network infrastructure investment.\nImpact of the COVID-19 Pandemic on our Business and Operations\nCOVID-19 was declared a pandemic in March 2020 and continues to have a significant impact on the global economy, the industries and customers we serve and our operations. In response to the COVID-19 pandemic, we have prioritized the safety of our employees and business partners, while continuing to support the needs of our customers and communities during this unprecedented period. We have also implemented business continuity plans designed to minimize potential business disruption from the COVID-19 pandemic and to protect our supply chain and customer fulfillment and support operations.\nDemand for Products & Se", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 936395_2020.htm (CIK: 936395, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02596", "source": "edgar", "source_license": "public_domain", "text": "Item 7 - Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nOverview\nThe discussion and analysis below includes certain forward-looking statements that are subject to risks, uncertainties and other factors, as described in \u201cRisk Factors\u201d and elsewhere in this Annual Report on Form 10-K, that could cause our actual growth, results of operations, performance, financial position and business prospects and opportunities for this fiscal year and the periods that follow to differ materially from those expressed in, or implied by, those forward-looking statements. Readers are cautioned that forward-looking statements contained in this Annual Report on Form 10-K should be read in conjunction with our disclosure under the heading \u201cFORWARD-LOOKING STATEMENTS\u201d on page 1.\nThe following Management\u2019s Discussion and Analysis (\u201cMD&A\u201d) is intended to help the reader understand the results of operations and our financial condition and should be read in conjunction with the accompanying consolidated financial statements and the notes thereto included in Part II, Item 8 of this Annual Report on Form 10-K. The following sections focus on the key indicators reviewed by management in evaluating our financial condition and operating performance, including the following:\n\u2022\nRevenues generated from providing water and wastewater services;\n\u2022\nRevenues from water and wastewater tap sales;\n\u2022\nRevenues from lot sales at Sky Ranch;\n\u2022\nExpenses associated with developing our water and land assets;\n\u2022\nExpenses associated with developing lots at Sky Ranch; and\n\u2022\nCash available to continue development of our land, water rights and service agreements\nOur MD&A section includes the following items:\nExecutive Summary - a summary of important financial metrics in fiscal 2020;\nOur Business - a general description of our business, our services, and our business strategy;\nCritical Accounting Policies and Use of Estimates - a discussion of our critical accounting policies that require critical judgments, assumptions, and estimates;\nResults of Operations - an analysis of our results of operations for the three fiscal years presented in our accompanying consolidated financial statements; and\nLiquidity, Capital Resources and Financial Position - an analysis of our cash position and cash flows, as well as a discussion of our financial obligations.\nExecutive Summary\nFiscal 2020 was highlighted by the substantial completion of the initial phase of our Sky Ranch property. Other notable items include the following:\n\u2022\nTotal revenue increased to $25.9 million for fiscal 2020 (a $5.5 million or 27% increase compared to fiscal 2019) primarily due to lot sales and water and wastewater tap fees at Sky Ranch\n\u2022\nNet income increased to $6.8 million for fiscal 2020 (a $1.9 million or 40% increase compared to fiscal 2019), primarily due to lot sales, partial satisfaction of the contingency related to public improvement reimbursables, and water and wastewater tap fees at Sky Ranch\n\u2022\nFully diluted earnings per common share for fiscal 2020 was $0.28 versus $0.20 for fiscal 2019\n\u2022\nTotal assets increased to $89.8 million as of August 31, 2020 (a $6.0 million or 7.2% increase compared to 2019), primarily due to increased cash from payments for lots and water, and wastewater taps at Sky Ranch and a $10.5 million expense reimbursement from the Sky Ranch CAB through bond proceeds of which $4.2 million reduced Land development inventories on the consolidated balance sheet and $6.3 million was recognized as Other income - Reimbursement of construction costs - related party on the consolidated statements of operations and comprehensive income and increased Investments in water and wastewater systems on the consolidated balance sheet; and\n\u2022\nTotal equity increased to $82.0 million as of August 31, 2020 (a $7.3 million or 9.8% increase compared to 2019), primarily due to net income for fiscal 2020\nIn fiscal 2020, total revenues were $25.9 million, primarily consisting of $1", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 276720_2020.htm (CIK: 276720, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02597", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nRISK FACTORS\nAn investment in our securities involves a high degree of risk. You should consider carefully all of the risks described below, together with the other information contained in this Annual Report, including our financial statements and related notes, before making a decision to invest in our securities. If any of the following events occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business, financial condition and operating results. For risk factors related to the Berkshire Grey Business Combination, see the \u201cRisk Factors\u201d section of our preliminary prospectus/proxy statement when it becomes available.\nRisks Relating to Our Search for, and Consummation of or Inability to Consummate, a Business Combination\nOur public stockholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete our initial Business Combination even though a majority of our public stockholders do not support such a combination.\nWe may not hold a stockholder vote to approve our initial business combination unless the business combination would require stockholder approval under applicable law or stock exchange rules or if we decide to hold a stockholder vote for business or other reasons. For instance, Nasdaq listing rules currently allow us to engage in a tender offer in lieu of a stockholder meeting, but would still require us to obtain stockholder approval if we were seeking to issue more than 20% of our issued and outstanding shares to a target business as consideration in any business combination. Therefore, if we were structuring a business combination that required us to issue more than 20% of our issued and outstanding shares, we would seek stockholder approval of such business combination. However, except as required by applicable law or stock exchange rules, the decision as to whether we will seek stockholder approval of a proposed business combination or will allow stockholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek stockholder approval. Accordingly, we may consummate our initial business combination even if holders of a majority of the issued and outstanding shares of common stock do not approve of the business combination we consummate.\nIf we seek stockholder approval of our initial business combination, our initial stockholders, directors and officers have agreed to vote in favor of such initial business combination, regardless of how our public stockholders vote, and, depending on the number of public stockholders who vote, may have almost enough votes to approve our initial business combination based on the shares held by our initial stockholders.\nUnlike some other blank check companies in which the initial stockholders agree to vote their founder shares in accordance with the majority of the votes cast by the public stockholders in connection with an initial business combination, our initial stockholders, directors and officers have agreed (and their permitted transferees will agree), pursuant to the terms of a letter agreement entered into with us, to vote any founder shares, alignment shares and public shares held by them in favor of our initial business combination. As a result, in addition to our initial stockholders\u2019 founder shares and alignment shares, we would need 9,583,334, or 33.33% (assuming all issued and outstanding shares ar", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1824734_2020.htm (CIK: 1824734, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02598", "source": "edgar", "source_license": "public_domain", "text": "Item 6.\nSelected Financial Data\nGRAHAM CORPORATION - FIVE YEAR SUMMARY OF SELECTED FINANCIAL DATA\n(Amounts in thousands, except per share data)\n(for fiscal years ended March 31)\n(1) Net (loss) income in fiscal 2019 includes a loss from goodwill and other impairments of $5,320, which is net of an income tax benefit of $1,129. Net (loss) income in fiscal 2018 includes a loss from impairment of goodwill and intangible assets of $12,014, which is net of an income tax benefit of $2,802.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax benefit. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02599", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8.\nFINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nThe information called for by this Item is contained in a separate section of this Annual Report. See \u201cIndex of Financial Statements\u201d (page).\nITEM 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 72162_2020.htm (CIK: 72162, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02600", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data.\nAs a smaller reporting company as defined in Rule 12b-2 of the Exchange Act, we are not required to include information otherwise required by this item.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 720762_2020.htm (CIK: 720762, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02601", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11.Executive Compensation\nThe information required by this Item will be provided in an amendment to this Annual Report on Form 10-K in accordance with General Instruction G(3) to Form 10-K.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1792044_2020.htm (CIK: 1792044, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02602", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nSee Index to Financial Statements and Financial Statement Schedules on page.\nItem 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1313536_2020.htm (CIK: 1313536, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02603", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nThis information appears following Item 15 of this Report and is incorporated herein by reference.\nITEM 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1828914_2020.htm (CIK: 1828914, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02604", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\nRESULTS OF OPERATIONS\nThe following summary of our results of operations should be read in conjunction with our financial statements included elsewhere in this annual report.\nAs at August 31, 2020, the Company has a working capital deficit of $1,088,996 and has not yet established a stabilized source of revenue sufficient to cover operating cost for the foreseeable future. These factors, among others, may raise substantial doubt about the Company\u2019s ability to continue as a going concern.\nOur financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation. We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.\nComparison of the years ended August 31, 2020 and, 2019\nFor the year ended August 31, 2020, we had revenue of $65,848 and cost of revenue of $49,511, as compared to $0 and $0 for the same period in 2019. The Company started with trading of raw bird-nest since fiscal year 2020 and it is an initial stage of our operations.\nOur general and administrative expenses were $325,399 for the year ended August 31, 2020, with an increase of $53,619 as compared to $271,780 for the same period in 2019. The increase in general and administrative expenses was primarily due to increased management fees and traveling expense.\nLiquidity and Capital Resources\nWorking Capital\nThe Company\u2019s current assets consists of cash and cash equivalents of $6,665 and prepaid expense and deposit of $7,728 at August 31, 2020, with a decrease of $59,179 as compared to cash and cash equivalents of $54,467 and prepaid expense of $19,105 at August 31, 2019. The decrease was primarily due to the negative cash flow in the year, as discussed in the section for cash flows below.\nAs at August 31, 2020, current liabilities consisted of accounts payable and accrued liabilities of $30,137 and due to a related party of $1,073,252, as compared to August 31, 2019 current liabilities consisted of accounts payable and accrued liabilities of $27,000 and due to a related party of $824,699. The increase in current liabilities of $251,690 is primarily due to the operating expenses paid by the related party.\nCash Flows\nCash Flow from Operating Activities\nCash flows provided by operations was $8,804 during the year ended August 31, 2020, compared with cash flows used in operations of $2,509 during the same period in 2019. The increase of $11,313 is mainly due to increase in expenses paid by related party.\nCash Flow from Financing Activities\nCash flows used in financing activities was $57,218 during the year ended August 31, 2020. It consists of advances from related party of $309,249, expenses paid on behalf of related party of $362,099 and repayment to related party of $4,368. Cash flows provided by financing activities was $53,220 during the year ended August 31, 2019. It consists of advances from related party of $1,942,650, expenses paid on behalf of related party of $1,006,698 and repayment to related party of $882,732.\nPlan of Operation and Funding\nWe expect that working capital requirements will continue to be funded through further issuances of our securities and loans from our executive officers and principal shareholders, including Joseph Ho. Our working capital requirements are expected to increase in line with the growth of our business.\nExisting working capital, further advances and debt instruments, and anticipated cash flow are not expected to be adequate to fund our operations and potential acquisitions over the next twelve months. We have no lines of credit or other bank financing arrangements. Generall", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1659207_2020.htm (CIK: 1659207, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02605", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nSummary Risk Factors\nOur business is subject to a number of risks, including risks that may prevent us from achieving our business objectives or may adversely affect our business, financial condition, results of operations, cash flows, and prospects. Moreover, many risk factors set forth below should be interpreted as heightened risks as a result of the impact of the COVID-19 pandemic. These risks are discussed more fully below and include, but are not limited to, risks related to:\n\u2022adverse effects of the COVID-19 pandemic, including a significant reduction in business and personal travel and travel restrictions in regions where our hotels are located, and one or more possible recurrences of COVID-19 cases causing a further reduction in business and personal travel and potential reinstatement of travel restrictions by state or local governments;\n\u2022our ability to raise sufficient capital and/or take other actions to improve our liquidity position or otherwise meet our liquidity requirements;\n\u2022actions by our lenders to accelerate loan balances and foreclose on the hotel properties that are security for our loans if we are unable to make debt service payments or satisfy our other obligations under the forbearance agreements;\n\u2022general volatility of the capital markets and the market price of our common and preferred stock;\n\u2022availability, terms and deployment of capital;\n\u2022unanticipated increases in financing and other costs, including a rise in interest rates;\n\u2022availability of qualified personnel to our advisor;\n\u2022actual and potential conflicts of interest with Ashford Trust, Ashford Inc. and its subsidiaries (including Ashford LLC, Remington Hotels and Premier) and our executive officers and our non-independent director;\n\u2022changes in personnel of Ashford LLC or the lack of availability of qualified personnel;\n\u2022changes in governmental regulations, accounting rules, tax rates and similar matters;\n\u2022our ability to implement effective internal controls to address the material weakness identified in this report;\n\u2022the timing or outcome of the SEC investigation;\n\u2022legislative and regulatory changes, including changes to the Internal Revenue Code of 1986, as amended (the \u201cCode\u201d) and related rules, regulations and interpretations governing the taxation of REITs; and\n\u2022limitations imposed on our business and our ability to satisfy complex rules in order for us to qualify as a REIT for U.S. federal income tax purposes.\nRisks Related to Our Business and Properties\nA financial crisis, economic slowdown, pandemic, or epidemic or other economically disruptive event may harm the operating performance of the hotel industry generally. If such events occur, we may be impacted by declines in occupancy, average daily room rates and/or other operating revenues.\nThe performance of the lodging industry has been closely linked with the performance of the general economy and, specifically, growth in the U.S. GDP. We invest in hotels that are classified as luxury. In an economic downturn, these types of hotels may be more susceptible to a decrease in revenue, as compared to hotels in other categories that have lower room rates. This characteristic may result from the fact that luxury hotels generally target business and high-end leisure travelers. In periods of economic difficulties or concerns with respect to communicable disease, business and leisure travelers may seek to reduce\ntravel costs and/or health risks by limiting travel or seeking to reduce costs on their trips. Any economic recession will likely have an adverse effect on our business, operating results and prospects. Our business has been and will continue to be materially affected by the impact of the COVID-19 pandemic, see the risk factor \u201cThe outbreak of COVID-19 has and will continue to significantly reduce our occupancy rates and RevPAR.\u201d\nAs a result of the impact of the COVID-19 pandemic, our ability to continue to have the liquidity necessary to service our debt, meet con", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax rate, internal revenue. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02606", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nDescribed below are certain risks that we believe are applicable to our business and the oil and gas industry in which we operate. Investors should read carefully the following factors as well as the cautionary statements referred to in \"Forward-Looking Statements\" herein. If any of the risks and uncertainties described below or elsewhere in this Annual Report on Form 10-K actually occur, the Company's business, financial condition or results of operations could be materially adversely affected.\nRisk Factor Summary\n\u2022The prices for oil, gas and NGL are volatile, and declines in such prices could adversely affect QEP's earnings, cash flows, asset values and stock price.\n\u2022The outbreak of COVID-19 and recent oil market developments could adversely impact our financial condition and results of operations.\n\u2022Lack of availability of refining, gas processing, storage, gathering or transportation capacity will likely impact results of operations.\n\u2022Lower oil, gas and NGL prices or negative adjustments to oil, gas and NGL reserves may result in significant impairment charges.\n\u2022Oil and gas reserve estimates are imprecise, may prove to be inaccurate, and are subject to revision. Any significant inaccuracies in QEP's reserve estimates or underlying assumptions may negatively affect the quantities and present value of QEP's reserves.\n\u2022QEP may be required to write down its proved undeveloped reserve estimates if it is unable to convert those reserves into proved developed reserves within five years.\n\u2022Shortages of qualified personnel and/or oilfield equipment and services as well as QEP's inability to retain or motivate key personnel or transfer knowledge from retiring personnel could negatively impact results of operations.\n\u2022Multi-well pad drilling may result in volatility in QEP operating results and delay conversion of PUD reserves.\n\u2022Certain of QEP's leaseholds are subject to lease and other agreements that will expire over the next several years unless production in paying quantities is established and maintained on the acreage or on units containing the acreage, certain drilling obligations are satisfied, or the leases are otherwise renewed or extended.\n\u2022QEP's identified potential well locations are scheduled over many years, making them susceptible to uncertainties that could materially alter the occurrence or timing of their drilling. In addition, QEP may not be able to raise the substantial amount of capital that would be necessary to drill its potential well locations.\n\u2022Because the exchange ratio is fixed and because the market price of Diamondback common stock will fluctuate, QEP stockholders cannot be certain of the precise value of the Merger Consideration they will receive in the Merger.\n\u2022The Merger may not be completed and the Merger Agreement may be terminated in accordance with its terms. Failure to complete the Merger could negatively impact the price of shares of our common stock, as well as our future business and financial results.\n\u2022Our stockholders will have a reduced ownership and voting interest in the combined company after the Merger compared to their current ownership in QEP and will exercise less influence over the combined company\u2019s management.\n\u2022If the Merger does not qualify as a \u201creorganization\u201d under Section 368(a) of the Internal Revenue Code of 1986, as amended (Code), our stockholders may be subject to U.S. federal income tax upon the receipt of Diamondback common stock in the Merger.\n\u2022We are subject to business uncertainties while the Merger is pending, which could adversely affect our business.\n\u2022The Merger Agreement limits our ability to pursue alternatives to the Merger, which may discourage certain other companies from making favorable alternative transaction proposals and, in specified circumstances, could require us to pay Diamondback a termination fee.\n\u2022Our directors and executive officers may have interests in the Merger that are different from, or in addition to, the interests of ", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, internal revenue. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02607", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nAn investment in our common stock involves a high degree of risk. You should carefully consider the risks described below together with all of the other information included in this annual report before making an investment decision with regard to our securities. The statements contained in this annual report include forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking statements. The risks set forth below are not the only risks facing us. Additional risks and uncertainties may exist that could also adversely affect our business, prospects or operations. If any of the following risks actually occurs, our business, financial condition or results of operations could be harmed. In that case, the trading price of our common stock could decline, and you may lose all or a significant part of your investment.\nBecause we are a shell company, you have no basis on which to evaluate our ability to develop or acquire a business.\nWe are a shell company which has not been successful in its prior business activities. As a result, you have no basis upon which to evaluate our ability to achieve our business objective of completing a business combination or developing any business. If we fail to complete a business combination, we will not generate any operating revenues. We cannot assure you that we can complete an acquisition or develop a business or ever operate profitably.\nOur stockholders may not be afforded an opportunity to vote on our proposed acquisition, which means we may complete an acquisition even though a majority of our stockholders do not support such an acquisition.\nWe may not seek a stockholder vote before we complete an acquisition unless the acquisition would require stockholder approval under applicable law or if we decide to hold a stockholder vote for business or other legal reasons. Accordingly, we may complete an acquisition even if holders of a majority of our shares do not approve of the business we acquire.\nBecause of our limited resources, it may be difficult for us to complete an acquisition of a profitable business and any acquisition we may complete is likely to be a start-up or early stage company with no history of revenue of earnings.\nWe encounter intense competition from individuals and entities seeking to acquire a profitable business opportunity. Many of these individuals and entities are well-established and have extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries. Many of these competitors possess greater technical, human and other resources or more local industry knowledge than we do and our financial resources will be relatively limited when contrasted with those of many of these competitors. Accordingly, because of our lack of financial resources, our history of unprofitable operations, our delinquency in filing our SEC reports, our stock price and the lack of an active market for our common stock, and the fact that our stock, when it trades, is quoted on the OTC Pink market, it is not likely that we will be able to acquire a profitable operating business.\nBecause of our lack of cash and our working capital deficiency, we will not have resources to fund our search for a target business and complete a business combination and we will need to raise funds for such activities.\nAt July 31, 2020, we has cash of $1,025 and a working capital deficiency of approximately $853,026, and, because we have no source of revenue, our working capital deficiency has increased since July 31, 2020. If we are unable to obtain funding for these activities we may be unable to complete an acquisition or file our delinquent SEC quarterly reports. If we are unable to complete a business combination because we do not have sufficient funds available to us, we will be forced to ceas", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1556801_2020.htm (CIK: 1556801, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02608", "source": "edgar", "source_license": "public_domain", "text": "Item 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nThe following is a discussion and analysis of the Company\u2019s financial condition and results of operations for the years ended December 31, 2020 and 2019, including year-to-year comparisons between 2020 and 2019. Year-to-year comparisons between 2019 and 2018 have been omitted from this Form 10-K, but may be found in \"Management's Discussion and Analysis of Financial Condition and Results of Operations\" in Part II, Item 7 of the Company's Annual Report on Form 10-K for the year ended December 31, 2019.\nFINANCIAL HIGHLIGHTS\n2020 Consolidated Results of Operations\n\u2022Net income of $2.70 billion, or $10.56 per share basic and $10.52 per share diluted\n\u2022Net earned premiums of $29.04 billion\n\u2022Catastrophe losses of $1.61 billion ($1.27 billion after-tax)\n\u2022Net favorable prior year reserve development of $351 million ($276 million after-tax)\n\u2022Combined ratio of 95.0%\n\u2022Net investment income of $2.23 billion ($1.91 billion after-tax)\n\u2022Operating cash flows of $6.52 billion\n2020 Consolidated Financial Condition\n\u2022Total investments of $84.42 billion; fixed maturities and short-term securities comprise 94% of total investments\n\u2022Total assets of $116.76 billion\n\u2022Total debt of $6.55 billion, resulting in a debt-to-total capital ratio of 18.3% (20.7% excluding net unrealized investment gains, net of tax, included in shareholders' equity)\n\u2022Repurchased 5.2 million common shares for total cost of $672 million and paid $861 million of dividends to shareholders\n\u2022Shareholders\u2019 equity of $29.20 billion\n\u2022Net unrealized investment gains of $5.18 billion ($4.07 billion after-tax)\n\u2022Book value per common share of $115.68\n\u2022Holding company liquidity of $1.69 billion\nCONSOLIDATED OVERVIEW\nConsolidated Results of Operations\nThe following discussions of the Company\u2019s net income and segment income are presented on an after-tax basis. Discussions of the components of net income and segment income are presented on a pre-tax basis, unless otherwise noted. Discussions of earnings per common share are presented on a diluted basis.\nOverview\nDiluted net income per share of $10.52 in 2020 increased by 6% over diluted net income per share of $9.92 in 2019. Net income of $2.70 billion in 2020 increased by 3% over net income of $2.62 billion in 2019. The higher rate of increase in diluted net income per share reflected the impact of share repurchases in recent periods. The increase in income before income taxes primarily reflected the pre-tax impacts of (i) higher underwriting margins excluding catastrophe losses and prior year reserve development (\"underlying underwriting margins\") and (ii) net favorable prior year reserve development in 2020, compared to net unfavorable prior year reserve development in 2019, partially offset by (iii) higher catastrophe losses, (iv) lower net investment income and (v) lower net realized investment gains. Catastrophe losses in 2020 and 2019 were $1.61 billion and $886 million, respectively. Net favorable prior year reserve development in 2020 was $351 million, compared to net unfavorable prior year reserve development of $60 million in 2019. The higher underlying underwriting margins in 2020 were driven by Personal Insurance and Business Insurance, partially offset by Bond & Specialty Insurance. Income tax expense in 2020 was higher than in 2019, primarily reflecting the impact of the increase in income before income taxes.\nImpact of COVID-19 and Related Economic Conditions\nBeginning in March 2020 and continuing through the end of 2020, the global pandemic caused by the novel coronavirus COVID-19 (\u201cCOVID-19\u201d) and related economic conditions impacted the Company's results of operations. The Company's underwriting margins were impacted as follows:\n\u2022Earned premiums were negatively impacted by premium refunds in Personal Insurance provided to personal automobile customers. In Business Insurance, earned premiums were negatively impacted by a modest reductio", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax expense. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02609", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements\nDALRADA FINANCIAL CORPORATION\nConsolidated Financial Statements\nFor the Years Ended June 30, 2020 and 2019\nReport of Independent Registered Public Accounting Firm\nConsolidated Balance Sheets\nConsolidated Statements of Operations\nConsolidated Statements of Stockholders\u2019 Deficit\nConsolidated Statements of Cash Flows\nNotes to the Consolidated Financial Statements\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nTo the Board of Directors and\nStockholders of Dalrada Financial Corporation\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheets of Dalrada Financial Corporation and subsidiaries (collectively the \u201cCompany\u201d) as of June 30, 2020 and 2019, the related consolidated statements of operations, stockholders\u2019 deficit and cash flows, for the years then ended, and the related notes (collectively referred to as the \u201cconsolidated financial statements\u201d). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of June 30, 2020 and 2019, and the results of their operations and their cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.\nBasis for Opinion\nThese consolidated financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (\u201cPCAOB\u201d) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company\u2019s internal control over financial reporting. Accordingly, we express no such opinion.\nOur audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.\nGoing Concern\nThe accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has had recurring losses, used cash flows from operating activities and has a significant working capital deficit, which raises substantial doubt about its ability to continue as a going concern. Management\u2019s plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.\n/s/ dbbmckennon\nWe have served as the Company\u2019s auditor since 2019.\nSan Diego, California\nOctober 15, 2020\nDALRADA FINANCIAL CORPORATION\nConsolidated Balance Sheets\n(The accompanying notes are an integral part of ", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 725394_2020.htm (CIK: 725394, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02610", "source": "edgar", "source_license": "public_domain", "text": "Item 6.Selected Financial Data\nSelected Historical Financial and Operating Data\nThe following table sets forth our historical selected financial and operating data for the periods indicated. The selected financial and operating data should be read in conjunction with the other information contained in this document, including \u201cBusiness,\u201d \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d, the audited historical Consolidated Financial Statements and the notes thereto included elsewhere in this document, and historical audited Consolidated Financial Statements, which have not been included in this document.\nThe results of operations data for the years ended December 31, 2020 and December 26, 2019 and the balance sheet data as of December 31, 2020 and December 26, 2019 are derived from the audited Consolidated Financial Statements of NCM, Inc. included elsewhere in this document. The results of operations data for the years ended December 27, 2018, December 28, 2017 and December 29, 2016 and the balance sheet data as of December 27, 2018, December 28, 2017 and December 29, 2016 are derived from the audited Consolidated Financial Statements of NCM, Inc. that are not included in this document.\nNotes to the Selected Historical Financial and Operating Data\n(1)Includes short-term and long-term marketable securities.\n(2)Adjusted OIBDA and Adjusted OIBDA margin are not financial measures calculated in accordance with GAAP in the United States. Adjusted OIBDA represents operating income before depreciation and amortization expense adjusted to also exclude amortization of intangibles recorded for network theater screen leases, non-cash share-based compensation costs, early lease termination expense, Chief Executive Officer transition costs and impairments of long-lived assets. Adjusted OIBDA margin is calculated by dividing Adjusted OIBDA by total revenue. Our management uses these non-GAAP financial measures to evaluate operating performance, to forecast future results and as a basis for compensation. The Company believes these are important supplemental measures of operating performance because they eliminate items that have less bearing on its operating performance and highlight trends in its core business that may not otherwise be apparent when relying solely on GAAP financial measures. The Company believes the presentation of these measures is relevant and useful for investors because it enables them to view performance in a manner similar to the method used by the Company\u2019s management, helps improve their ability to understand the Company\u2019s operating performance and makes it easier to compare the Company\u2019s results with other companies that may have different depreciation and amortization policies, amounts of amortization of intangibles recorded for network theater screen leases, non-cash share-based compensation programs, CEO turnover, early lease termination expense, impairments of long-lived assets, interest rates, debt levels or income tax rates. A limitation of these measures, however, is that they exclude depreciation and amortization, which represent a proxy for the periodic costs of certain capitalized tangible and intangible assets used in generating revenues in the Company\u2019s business. In addition, Adjusted OIBDA has the limitation of not reflecting the effect of the Company\u2019s amortization of intangibles recorded for network theater screen leases, share-based payment costs, costs associated with the resignation of the Company\u2019s former Chief Executive Officers, early lease termination expense, or impairments of long-lived assets. Adjusted OIBDA should not be regarded as an alternative to operating income, net income or as indicators of operating performance, nor should they be considered in isolation of, or as substitutes for financial measures prepared in accordance with GAAP. The Company believes that operating income is the most directly comparable GAAP financial measure to Adjusted OIB", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax rate. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02611", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.\nThe COVID-19 pandemic has resulted in significant volatility and uncertainty in the markets in which the Company operates. At the time of this report, the COVID-19 pandemic has not had, and the Company does not currently expect to have, a significant impact on its exposure to market risk from commodity prices, foreign currency exchange rates and interest rates, among others. For additional discussion, refer to \u201cLiquidity and Capital Resources\u201d in Item 7, as well as \u201cCautionary Statement on Forward-Looking Statements\u201d and \u201cRisk Factors\u201d in Part I of this report.\nCommodity Price Risk\nIn the ordinary course of business, the Company is exposed to commodity price risks relating to the purchases of raw materials and fuels. The Company manages the impact of cost increases, wherever possible, on commercially reasonable terms, by locking in prices on the quantities through purchase commitments required to meet production requirements. In addition, the Company may attempt to offset the effect of increased costs by raising prices to customers. However, for competitive reasons, the Company may not be able to pass along the full effect of increases in raw materials and other input costs as they are incurred.\nForeign Currency Risk\nRelated to Active Nutrition International GmbH whose functional currency is the Euro, the Company is exposed to risks of fluctuations in future cash flows and earnings due to changes in exchange rates.\nInterest Rate Risk\nLong-term debt\nAs of September 30, 2020, BellRing LLC had an aggregate principal amount of $673.7 million outstanding on its Term B Facility and an aggregate principal amount of $30.0 million outstanding under its Revolving Credit Facility. Borrowings under the Term B Facility and the Revolving Credit Facility bear interest at variable rates. Including the impact of interest rate swaps, a hypothetical 10% increase in interest rates would have an immaterial impact on both interest expense and interest paid during the year ended September 30, 2020. BellRing LLC had no outstanding debt as of September 30, 2019. For additional information regarding BellRing LLC\u2019s debt, see Note 14 within \u201cNotes to Consolidated Financial Statements.\u201d\nInterest rate swaps\nAs of September 30, 2020, the Company had interest rate swaps with a notional value of $350.0 million. A hypothetical 10% adverse change in interest rates would have an immaterial impact on the fair value of the interest rate swaps as of September 30, 2020. The Company held no interest rate swaps as of September 30, 2019. For additional information regarding the Company\u2019s interest rate swap contracts, see Note 12 within \u201cNotes to Consolidated Financial Statements.\u201d\nITEM 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1772016_2020.htm (CIK: 1772016, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02612", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nThe following discussion should be read in conjunction with the consolidated financial statements and notes appearing elsewhere in this report. Historical results and trends which might appear in the consolidated financial statements should not be interpreted as being indicative of future operations.\nDiscussion of our year-to-date comparisons between 2020 and 2019 is presented below. Year-to-date comparisons between 2019 and 2018 can be found in \"Part II. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations\" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019.\nWe consider portions of this report to be \"forward-looking\" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, both as amended, with respect to our expectations for future periods. Forward-looking statements do not discuss historical fact, but instead include statements related to expectations, projections, intentions, or other items relating to the future; forward-looking statements are not guarantees of future performance, results, or events. Although we believe the expectations reflected in our forward-looking statements are based upon reasonable assumptions, we can give no assurance our expectations will be achieved. Any statements contained herein which are not statements of historical fact should be deemed forward-looking statements. Reliance should not be placed on these forward-looking statements as these statements are subject to known and unknown risks, uncertainties, and other factors beyond our control and could differ materially from our actual results and performance.\nFactors which may cause our actual results or performance to differ materially from those contemplated by forward-looking statements include, but are not limited to, the following:\n\u2022Volatility in capital and credit markets, or other unfavorable changes in economic conditions, either nationally or regionally in one or more of the markets in which we operate, could adversely impact us;\n\u2022Short-term leases expose us to the effects of declining market rents;\n\u2022Competition could limit our ability to lease apartments or increase or maintain rental income;\n\u2022We face risks associated with land holdings and related activities;\n\u2022The ongoing COVID-19 pandemic and measures intended to prevent its spread and impact have and continue to have a material adverse effect on our business, results of operations, cash flows, and financial condition;\n\u2022Development, redevelopment and construction risks could impact our profitability;\n\u2022Investments through joint ventures and investment funds involve risks not present in investments in which we are the sole investor;\n\u2022Our acquisition strategy may not produce the cash flows expected;\n\u2022Changes in rent control or rent stabilization laws and regulations could adversely affect our operations and property values;\n\u2022Failure to qualify as a REIT could have adverse consequences;\n\u2022Tax laws may continue to change at any time and any such legislative or other actions could have a negative effect on us;\n\u2022A cybersecurity incident and other technology disruptions could negatively impact our business;\n\u2022We have significant debt, which could have adverse consequences;\n\u2022Insufficient cash flows could limit our ability to make required payments for debt obligations or pay distributions to shareholders;\n\u2022Issuances of additional debt may adversely impact our financial condition;\n\u2022We may be unable to renew, repay, or refinance our outstanding debt;\n\u2022Rising interest rates could both increase our borrowing costs, thereby adversely affecting our cash flows and the amounts available for distribution to our shareholders, and decrease our share price, if investors seek higher yields through other investments;\n\u2022Failure to maintain our current credit ratings could adversely affec", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 906345_2020.htm (CIK: 906345, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02613", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. RISK FACTORS\n\ufeff\nRisks Related to Regulatory and Legislative Matters\n\ufeff\nOur business is subject to ongoing complex governmental regulations and legislation that have impacted, and will continue in the future to impact, our business and/or results of operations.\n\ufeff\nOur business is subject to changes in state and federal laws applicable to us (including PURA, certain provisions of the Federal Power Act, the Public Utility Regulatory Policies Act of 1978, the Energy Policy Act of 2005, and executive orders issued by the President of the United States and the Governor of Texas), changing governmental policy, and regulatory actions by the PUCT and other governmental authorities (including the NERC, the Texas RE, the TCEQ, the\nFERC and the EPA), and the rules, guidelines, directives, and protocols of ERCOT with respect to various matters including, but not limited to, market structure and design, construction and operation of transmission and distribution facilities (including actions relating to ERCOT grid integrity and reliability), the acquisition, disposal, depreciation and amortization of regulated assets and facilities, recovery of costs and investments, return on invested capital and environmental matters. We must continually adapt to any new laws, policies, regulations and regulatory actions and any changes in, revisions to, or reinterpretations of existing laws, policies and regulations and other regulatory actions, any of which could have a material and adverse effect on our business, cash flows, liquidity, financial condition and/or results of operations. We could also be exposed to increased costs to comply with any more stringent requirements or new interpretations of existing requirements and to potential liability for customer refunds, penalties or other amounts, which could have an adverse effect on our business, cash flows, liquidity, financial condition and/or results of operations.\n\ufeff\nIn addition, if it is determined that we did not comply with applicable statutes, regulations, rules, tariffs or orders and we are ordered to pay a material amount in penalties, customer refunds, or other amounts, our financial condition, results of operations, cash flows and our reputation could be materially adversely affected. For example, under the Energy Policy Act of 2005, the FERC can impose penalties (up to $1 million per day per violation) for failure to comply with mandatory electric reliability standards, including standards to protect the power system against potential disruptions from cyber and physical security breaches. In addition, the PUCT may impose penalties on us if it finds that we violated PURA or any PUCT rule or order adopted under PURA. The PUCT has the authority to impose penalties of up to $25,000 per day per violation.\n\ufeff\nThe Texas Legislature meets every two years and did not meet in 2020. The Texas Legislature convened its regular session in January 2021, which is scheduled to conclude on May 31, 2021. However, at any time, the governor may convene a special session of the Texas Legislature. During any regular or special session, the Legislature may hold hearings relevant to our business and bills may be introduced that, if adopted, could materially and adversely affect our business and our business prospects. For example, reform of ERCOT is an item in the current legislative session. From February 15 through February 17, 2021, ERCOT required transmission companies, including us, to significantly reduce demand on the grid as electricity generation was insufficient to meet demand caused by extreme winter weather. A significant number of homes and businesses in our service territory and throughout ERCOT experienced power outages over that period, including over one million homes and businesses in our service territory, some for extended periods of time. On February 16, 2021, the Governor of Texas declared reform of ERCOT as an emergency item for the Texas legislative session, and hearings have been sche", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1193311_2020.htm (CIK: 1193311, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02614", "source": "edgar", "source_license": "public_domain", "text": "Item 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nThe following discussion and analysis should be read in conjunction with the consolidated financial statements and related notes appearing in Part II, Item 8 of this Annual Report on Form 10-K.\nOverview: Manitowoc is a leading provider of engineered lifting solutions, including lattice-boom cranes, tower cranes, mobile hydraulic cranes and boom trucks. The Company has three reportable segments, the Americas segment, EURAF segment, and MEAP segment. The segments were identified using the \u201cmanagement approach,\u201d which designates the internal organization that is used by the CEO, who is also the Company\u2019s Chief Operating Decision Maker (\u201cCODM\u201d), for making decisions about the allocation of resources and assessing performance. Further information regarding the Company\u2019s reportable segments can be found in Note 17, \u201cSegments,\u201d to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K.\nIn Management\u2019s Discussion and Analysis, unless otherwise indicated, references to \u201cManitowoc\u201d and the \u201cCompany\u201d refer to The Manitowoc Company, Inc. and its consolidated subsidiaries.\nAll dollar amounts are in millions throughout the tables included in Management\u2019s Discussion and Analysis of Financial Conditions and Results of Operations unless otherwise indicated.\nSegment Operating Performance\nAmericas\nAmericas net sales decreased 35.4% in 2020 to $626.1 million from $969.7 million in 2019. The decrease was primarily related to lower crane shipments as a result of entering the year with lower backlog coupled with the impacts from the COVID-19 pandemic, which significantly reduced demand in most of the Company\u2019s end markets.\nAmericas operating income decreased 71.7% in 2020 to $32.1 million from $113.4 million in 2019. This change was mainly due to the decrease in net sales and under absorption of facility costs. This was partially offset by decreases of $4.3 million in engineering, selling and administrative expenses and $1.8 million in restructuring expense. Lower engineering, selling and administrative expenses were driven by lower discretionary spend in response to the COVID-19 pandemic.\nAmericas net sales increased 9.9% in 2019 to $969.7 million from $882.7 million in 2018. This increase was primarily driven by market expansion in petrochemical and utility segments along with fleet replenishment. Share gains were also realized in several product lines, aided by positive market acceptance of new product introductions.\nAmericas operating income increased 92.9% in 2019 to $113.4 million from $58.8 million in 2018. This change was primarily due to increased revenues as discussed above, price realization, $8.3 million of lower engineering, selling and administrative costs due primarily to cost reduction actions, $3.3 million of lower restructuring expenses and better utilization of the U.S. manufacturing facilities.\nEURAF\nEURAF net sales decreased 7.2% in 2020 to $598.7 million from $644.9 million in 2019. The decrease was primarily related to lower crane shipments as a result of the COVID-19 pandemic, which significantly reduced demand in most of the Company\u2019s end markets. This was partially offset by $10.4 million from favorable changes in foreign currency exchange rates.\nEURAF operating income increased in 2020 to $12.0 million from $3.8 million in 2019. The increase was primarily related to favorable sales mix, $6.6 million of lower engineering, selling and administrative expenses and $2.6 million of lower restructuring expense. Lower engineering, selling and administrative expenses were driven by lower discretionary spend in response to the COVID-19 pandemic. This was partially offset by the decrease in net sales. In addition, operating income was impacted by $1.4 million from favorable changes in foreign currency exchange rates.\nEURAF net sales decreased 5.2% in 2019 to $644.9 million from $680.6 million in ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 61986_2020.htm (CIK: 61986, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02615", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\nThe following information should be read in conjunction with our Consolidated Financial Statements and accompanying notes included under Part II, Item 8 of this annual report. Our financial statements have been prepared in accordance with generally accepted accounting principles (\u201cGAAP\u201d) in the U.S.\nOverview of Business\nAdams Resources & Energy, Inc. and its subsidiaries are primarily engaged in crude oil marketing, transportation, terminalling and storage in various crude oil and natural gas basins in the lower 48 states of the U.S. We also conduct tank truck transportation of liquid chemicals, pressurized gases, asphalt and dry bulk primarily in the lower 48 states of the U.S. with deliveries into Canada and Mexico, and with fifteen terminals across the U.S.\nWe operate and report in three business segments: (i) crude oil marketing, transportation and storage; (ii) tank truck transportation of liquid chemicals, pressurized gases, asphalt and dry bulk; and (iii) beginning in the fourth quarter of 2020, pipeline transportation, terminalling and storage of crude oil, which includes the pipeline and related terminal facility assets we acquired in October 2020 (see Note 6 in the Notes to Consolidated Financial Statements for further information regarding this acquisition). See Note 9 in the Notes to Consolidated Financial Statements for further information regarding our business segments.\nResults of Operations\nCrude Oil Marketing\nOur crude oil marketing segment revenues, operating earnings and selected costs were as follows for the periods indicated (in thousands):\n____________________\n(1)Represents the percentage increase (decrease) from the prior year.\n(2)Operating earnings included net inventory valuation losses of $15.0 million, inventory liquidation gains of $3.7 million and inventory valuation losses of $5.4 million for the years ended December 31, 2020, 2019 and 2018, respectively.\nVolume and price information were as follows for the periods indicated:\n____________________\n(1)Reflects the volume purchased from third parties at the field level of operations.\n(2)Effective October 1, 2018, in connection with the Red River acquisition, we entered into a new revenue contract to purchase crude oil. Volumes increased from the year ended December 31, 2018 as compared to the years ended December 31, 2019 and 2020, as 2019 and 2020 reflect a full twelve months of volumes purchased under the new revenue contract versus three months under the new contract in 2018.\n2020 compared to 2019. Crude oil marketing revenues decreased by $797.6 million during the year ended December 31, 2020 as compared to 2019, primarily as a result of a decrease in the market price of crude oil, which decreased revenues by approximately $641.2 million, and lower crude oil volumes, which decreased revenues by approximately $156.4 million. The average crude oil price received was $56.28 for 2019, which decreased to $36.90 for 2020. Revenues from legacy volumes are based upon the market price in our other market areas, primarily in the Gulf Coast. The decrease in the market price of crude oil and the lower crude oil volumes produced and available for purchase were due to the effects of the COVID-19 outbreak on the economy and the delay of OPEC to agree on crude oil production levels during the second quarter of 2020, both of which resulted in market disruptions that decreased the demand for and price of crude oil.\nOur crude oil marketing operating earnings for the year ended December 31, 2020 decreased by $13.1 million as compared to 2019, primarily as a result of inventory valuation losses of $15.0 million in 2020 as compared to inventory liquidation gains of $3.7 million in 2019 (as shown in the following table), decreases in crude oil volumes in 2020, and a decrease in the average market price of crude oil.\nDriver compensation decreased by $4.2 million during the yea", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 2178_2020.htm (CIK: 2178, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02616", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data.\nBecause NovAccess is a \u201csmaller reporting company\u201d as defined by the SEC we are not required to provide selected financial data.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1039466_2020.htm (CIK: 1039466, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02617", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7.\nMANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nThe following discussion and analysis should be read in conjunction with \u201cItem 6. Selected Financial Data\u201d and \u201cItem 8. Financial Statements and Supplementary Data\u201d. This discussion contains forward-looking statements relating to our future financial performance, business strategy, financing plans and other future events that involve uncertainties and risks. You can identify these statements by forward-looking words such as \u201canticipate,\u201d \u201cintend,\u201d \u201cplan,\u201d \u201ccontinue,\u201d \u201ccould,\u201d \u201cgrow,\u201d \u201cmay,\u201d \u201cpotential,\u201d \u201cpredict,\u201d \u201cstrive,\u201d \u201cestimate,\u201d \u201cbelieve,\u201d \u201cexpect\u201d and similar expressions that convey uncertainty of future events or outcomes. Any forward-looking statements herein are made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995. Our actual results could differ materially from the results anticipated by these forward-looking statements as a result of many known and unknown factors that are beyond our ability to control or predict, including but not limited to those discussed above in \u201cRisk Factors\u201d and elsewhere in this report. See also \u201cSpecial Cautionary Notice Regarding Forward-Looking Statements\u201d at the beginning of \u201cItem 1. Business.\u201d\nCRITICAL ACCOUNTING POLICIES AND ESTIMATES\nWe have based the following discussion and analysis of financial condition and results of operations on our consolidated financial statements, which we have prepared in accordance with U.S. GAAP. The preparation of these consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Note 1 to the Consolidated Financial Statements for the fiscal year ended April 30, 2020, describes the significant accounting policies that we have used in preparing our consolidated financial statements. On an ongoing basis, we evaluate our estimates, including, but not limited to, those related to revenue/collectability. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Our actual results could differ materially from these estimates under different assumptions or conditions.\nWe believe the critical accounting policies listed below affect significant judgments and estimates used in the preparation of the financial statements.\nRevenue Recognition. The most critical judgements required in applying Topic 606 and our revenue recognition policy relate to the evaluation of the standalone selling price (SSP) for each performance obligation.\nWe use historical sales transaction data and judgments, among other factors, in determining the SSP for products and services. For substantially all performance obligations except on-premise licenses, we are able to establish the SSP based on the observable prices of products or services sold separately in comparable circumstances to similar customers. We typically establish an SSP range for our products and services, which is reassessed on a periodic basis or when facts and circumstances change. SSP for our products and services can evolve over time due to changes in our pricing practices that are influenced by competition, changes in demand for our products and services, and economic factors, among others. Our on-premise licenses historically have not been sold on a standalone basis, as substantially all customers elect to purchase support contracts at the time of a on-premise license purchase. Support contracts are generally priced as a percentage of the net fees paid by the customer to access the on", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 713425_2020.htm (CIK: 713425, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02618", "source": "edgar", "source_license": "public_domain", "text": "Item 6.\nSelecte\nd Financial Data\nThe following table sets forth certain of our historical financial data. We have derived the selected historical consolidated financial data for the years ended December 31, 2020, 2019, 2018, 2017, and 2016 from our consolidated financial statements and the related notes. Not all periods shown below are discussed in this Annual Report on Form 10-K.\nThe selected consolidated historical financial data set forth below are not necessarily indicative of the results of future operations and should be read in conjunction with the discussion under Part II, Item 7, Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\n, and the historical consolidated financial statements and accompanying notes included elsewhere in this Annual Report on Form 10-K.\n(1) Income taxes for the years ended December 31, 2018 and 2017 include the impact of the U.S. Tax Reform enacted during the fourth quarter of 2017, as described further in Note 12, Income Taxes\n, to the Consolidated Financial Statements included in Part IV, Item 15, Exhibits, Financial Statement Schedules\n, of this Annual Report on Form 10-K.\n(2) Includes accrued capital expenditures. See the Consolidated Statements of Cash Flows included in Part IV, Item 15, Exhibits, Financial Statement Schedules\n, of this Annual Report on Form 10-K\nfor capital expenditures paid in cash during the years ended December 31, 2020, 2019, and 2018.\n(3) During the year ended December 31, 2020, we did not pay any dividends and we repurchased 18.4 million of our common shares under our share repurchase program at an aggregate cost of approximately $892.1 million through open-market purchases and the modified Dutch auction tender offer that closed in August 2020. During the year ended December 31, 2019, we did not pay any dividends or repurchase any of our common shares through open market purchases. During the year ended December 31, 2018, we did not pay any dividends and we repurchased 11.4 million of our common shares under our share repurchase program at an aggregate cost of approximately $600.3 million through open-market purchases by an indirect wholly-owned subsidiary and the modified Dutch auction tender offer that closed in May 2018. During the year ended December 31, 2017, we did not pay any dividends and we repurchased 23.5 million of our common shares under our share repurchase program at an aggregate cost of approximately $795.3 million, inclusive of transaction costs and the issuance of the non-transferable\ncontractual contingent value right, or CVR, through open-market purchases by an indirect wholly-owned subsidiary and the modified Dutch auction tender offer that closed in October 2017. During the year ended December 31, 2016, we did not pay any dividends or repurchase any of our common shares through open market purchases. Our share repurchase programs, the modified Dutch auction tender offers, and the CVR are discussed in greater detail in Part II, Item 7, Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nand Note 8, Shareholders\u2019 Deficit\n, to the Consolidated Financial Statements included in Part IV, Item 15, Exhibits, Financial Statement Schedules\n, of this Annual Report on Form 10-K.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax reform. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02619", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk\nThe Company is exposed to market risk from changes in foreign currency exchange rates, commodity prices and interest rates. To reduce such risks, the Company selectively uses derivative financial instruments. All hedging transactions are authorized and executed pursuant to regularly reviewed policies and procedures, which prohibit the use of financial instruments for speculative trading purposes. Sensitivity analysis is used to manage and monitor foreign currency exchange rate and interest rate risks. Further disclosure relating to the fair value of the Company's derivative financial instruments is included in Note 9 of the Notes to Consolidated financial statements.\nMotorcycles and Related Products Segment\nThe Company sells its motorcycles and related products internationally and in most markets those sales are made in the foreign country\u2019s local currency. As a result, the Motorcycles segment operating results are affected by fluctuations in the value of the U.S. dollar relative to foreign currencies. The Company\u2019s most significant foreign currency exchange rate risk resulting from the sale of motorcycles and related products relates to the Euro, Australian dollar, Japanese yen, Brazilian real, Canadian dollar, Mexican peso, Chinese yuan, Indian rupee, Singapore dollar, Thai baht and Pound sterling. The Company utilizes foreign currency contracts to mitigate the effect of certain currencies' fluctuations on Motorcycles segment operating results. The foreign currency contracts are entered into with banks and allow the Company to exchange currencies at a future date, based on a fixed exchange rate. At December 31, 2020 and 2019, the notional U.S. dollar value of outstanding foreign currency contracts was $779.4 million and $654.5 million, respectively. The Company estimates that a uniform 10% weakening in the value of the U.S. dollar relative to the currencies underlying these contracts would result in a decrease in the fair value of the contracts of approximately $80.2 million and $65.5 million as of December 31, 2020 and 2019, respectively.\nThe Company purchases commodities for use in the production of motorcycles. As a result, Motorcycles segment operating income is affected by changes in commodity prices. The Company uses derivative financial instruments on a limited basis to hedge the prices of certain commodities. At December 31, 2020, the notional value of these instruments was $7.5 million and the fair value was a net asset of $0.8 million. As of December 31, 2019, the notional value of these instruments was $8.9 million and the fair value was a net liability of $0.1 million. The potential decrease in fair value of these contracts from a 10% adverse change in the underlying commodity prices would not be significant.\nFinancial Services Segment\nThe Company has interest rate sensitive financial instruments including finance receivables, debt and interest rate derivative financial instruments. As a result, Financial Services operating income is affected by changes in interest rates. The Company utilizes interest rate swaps and caps to reduce the impact of fluctuations in interest rates on its floating-rate medium-term notes and its asset-backed securitization transactions, respectively. As of December 31, 2020, HDFS had interest rate swaps outstanding with a notional value of $450.0 million and interest rate caps outstanding with a notional value of $978.1 million. As of December 31, 2019, HDFS had interest rate swaps outstanding with a notional value of $900.0 million and interest rate caps with a notional value of $376.0 million. As of December 31, 2020, HDFS estimates that a 10% decrease in interest rates would not result in a material change to the fair value of the interest rate swap and cap agreements. As of December 31, 2019, HDFS estimated that a 10% decrease in interest rates would result in a decrease in the fair value of the interest rate swap an", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 793952_2020.htm (CIK: 793952, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02620", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nINDEX TO CONSOLIDATED FINANCIAL STATEMENTS\nPage\nReport of Independent Registered Public Accounting Firm\nConsolidated Balance Sheets\nConsolidated Statements of Operations\nConsolidated Statements of Comprehensive Income\nConsolidated Statements of Stockholders' Equity\nConsolidated Statements of Cash Flows\nNotes to Consolidated Financial Statements\nThe supplementary financial information required by this Item 8 is included in Item 7 of this Annual Report in the section entitled \"Quarterly Results of Operations.\"\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nTo the Board of Directors and Stockholders of AppFolio, Inc.\nOpinions on the Financial Statements and Internal Control over Financial Reporting\nWe have audited the accompanying consolidated balance sheets of AppFolio, Inc. and its subsidiaries (the \u201cCompany\u201d) as of December 31, 2020 and 2019, and the related consolidated statements of operations, of comprehensive income, of stockholders\u2019 equity and of cash flows for each of the three years in the period ended December 31, 2020, including the related notes (collectively referred to as the \u201cconsolidated financial statements\u201d). We also have audited the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).\nIn our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.\nChanges in Accounting Principles\nAs discussed in Note 2 to the consolidated financial statements, the Company changed the manner in which it accounts for leases in 2019 and the manner in which it accounts for revenue from contracts with customers in 2018.\nBasis for Opinions\nThe Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company\u2019s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.\nOur audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the cons", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1433195_2020.htm (CIK: 1433195, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02621", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11: EXECUTIVE COMPENSATION\nInformation with respect to executive compensation and the other matters required by Item 11 shall be included in the Company\u2019s definitive Proxy Statement for the Annual Meeting of Shareholders to be held on May 5, 2021 and is incorporated herein by reference.\nITEM 12:", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 851205_2020.htm (CIK: 851205, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02622", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\nThe selected consolidated financial data presented as of December 31, 2020 and 2019 and for each of the years in the three-year period ended December 31, 2020 is derived from the audited consolidated financial statements and related notes included in this report and should be read in conjunction with \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\u201d The selected consolidated financial data for all other periods shown is derived from audited consolidated financial statements that are not required to be included in this report.\nEARNINGS SUMMARY AND SELECTED FINANCIAL DATA\n* The ratios of tangible book value per common share, return on average tangible common equity, and tangible common equity to tangible assets exclude goodwill and other intangibles, net. These financial ratios have been included as they are considered to be critical metrics with which to analyze and evaluate financial condition and capital strength.\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1174850_2020.htm (CIK: 1174850, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02623", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nReference is made to the Index of Financial statements following Part III of this Report for a listing of the Company\u2019s Consolidated Financial Statements and Notes thereto.\nITEM 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1334325_2020.htm (CIK: 1334325, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02624", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION.\nCompensation of Officers and Directors:\nThe following table lists the compensation received by our former and current officers over the last two years.\nSUMMARY COMPENSATION TABLE\nCompensation of Officers and Directors:\nThe following table lists the compensation received by our former and current officers over the last two years.\nName\nPosition\nYear\nSalary\nStock\nOther\nTotal\nGary D. LeCroy\nCEO, President, Director\n$ 85,566\n-\n$549,022\n$634,588\n$292,028\n-\n-\n$292,028\nMagen McGahee\nCOO, CFO, Sec., Director\n$172,500\n-\n-\n$172,500\n$217,500\n-\n-\n$217,500\nEmployment Agreements\nOn January 1, 2020, the Company entered into an employment agreement with Gary D. LeCroy to serve as its Chief Executive Officer (CEO) of the Company for a two-year term which was amended on September 1, 2020. Under the employment agreement, the CEO will receive annual compensation of $500,000, and an annual discretionary bonus based on profitability and revenue growth. The agreement includes a non-compete agreement and severance benefits of $90,000.\nOn January 1, 2020, the Company entered into an employment agreement with Magen McGahee to serve as its Chief Financial Officer/Chief Operations Officer (CFO/COO) of the Company for a two-year term was amended on September 1, 2020. Under the employment agreement, the CFO/COO will receive annual compensation of $250,000, an annual discretionary bonus based on profitability and revenue growth. The agreement includes a non-compete agreement and severance benefits of $72,000.\nOutstanding Equity Awards at Fiscal Year-End\nThere are no outstanding equity awards held by the named executive officers at June 30, 2020.\nDirector Compensation\nThe following table sets forth information for the fiscal year ended June 30, 2019 regarding the compensation of our director who at June 30, 2020 was not also named an executive officer.\nName and Principal Position\nFees Earned\nor Paid\nin Cash\nOption\nAwards\nOther\nCompensation\nTotals\nCarl R. Austin(1)\n-\n-\n-\n-\n(1)We compensated our non-executive director, Carl R. Austin by the issue of 44,511 shares of restricted stock, valued at $1.00 per share during the year ended June 30, 2019. Mr. Austin has not received other equity compensation as a director. We record stock-based compensation in accordance with the provisions set forth in ASC 718, Stock Compensation, using the modified prospective method.\nThe executive directors were not paid any fees for their service as directors; however, each of Mr. LeCroy and Ms. McGahee received compensation for service as officers of our company.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1127993_2020.htm (CIK: 1127993, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02625", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. Risk Factors.\nWe are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the \u201cExchange Act\u201d), and are not required to provide the information under this item.\nITEM 1B.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1572565_2020.htm (CIK: 1572565, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02626", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nIntroduction\nThe following discussion is intended to provide investors with an understanding of our financial condition and results of our operations and should be read in conjunction with our historical Consolidated Financial Statements and accompanying notes. Unless the context otherwise requires, references to \u201cwe,\u201d \u201cus,\u201d \u201cour,\u201d and \u201cPAGP\u201d are intended to mean the business and operations of PAGP and its consolidated subsidiaries.\nOur discussion and analysis includes the following:\n\u2022Executive Summary\n\u2022Critical Accounting Policies and Estimates\n\u2022Recent Accounting Pronouncements\n\u2022Results of Operations\n\u2022Liquidity and Capital Resources\nA comparative discussion of our 2019 to 2018 operating results and performance measures can be found in Item 7. \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations-Results of Operations\u201d included in our Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC on February 27, 2020.\nExecutive Summary\nCompany Overview\nWe are a Delaware limited partnership formed in 2013 that has elected to be taxed as a corporation for United States federal income tax purposes. As of December 31, 2020, our sole cash-generating assets consisted of (i) a 100% managing member interest in GP LLC, an entity that has also elected to be taxed as a corporation for United States federal income tax purposes and (ii) an approximate 79% limited partner interest in AAP through our direct ownership of approximately 193.1 million AAP units and indirect ownership of approximately 1.0 million AAP units through GP LLC. GP LLC is a Delaware limited liability company that also holds the non-economic general partner interest in AAP. AAP is a Delaware limited partnership that, as of December 31, 2020, directly owned a limited partner interest in PAA through its ownership of approximately 245.8 million PAA common units (approximately 31% PAA\u2019s total outstanding common units and Series A preferred units combined). AAP is the sole member of PAA GP, a Delaware limited liability company that directly holds the non-economic general partner interest in PAA.\nPAA\u2019s business model integrates large-scale supply aggregation capabilities with the ownership and operation of critical midstream infrastructure systems that connect major producing regions to key demand centers and export terminals. As one of the largest midstream service providers in North America, PAA owns an extensive network of pipeline transportation, terminalling, storage and gathering assets in key crude oil and NGL producing basins (including the Permian Basin) and transportation corridors and at major market hubs in the United States and Canada. PAA\u2019s assets and the services it provides are primarily focused on crude oil, NGL and natural gas. PAA\u2019s business activities are conducted through three operating segments: Transportation, Facilities and Supply and Logistics. See \u201c-Results of Operations-Analysis of Operating Segments\u201d for further discussion.\nRecent Events and Outlook\nDuring the first quarter of 2020, COVID-19 escalated into a global pandemic, which led to widespread shelter-in-place or similar requirements throughout North America and across the world, resulting in significantly reduced energy demand. As a result, North American producers responded aggressively by shutting in significant levels of production early in the second quarter, which mitigated the pace of crude oil inventory builds and the risk of testing storage maximums. Subsequently, United States refinery utilization increased, the previously steep contango market structure tempered, and crude oil prices improved to more constructive levels. Over the course of the second half of the year, the more constructive price environment allowed oil and gas producers to return to production wells that were previously shut-in, resume completion activities and begin to i", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02627", "source": "edgar", "source_license": "public_domain", "text": "Item 8.\nFINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nReport of Independent Registered Public Accounting Firm\nTo the Board of Directors and Stockholders of Celldex Therapeutics, Inc.\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheets of Celldex Therapeutics, Inc. and its subsidiary (the \u201cCompany\u201d) as of December 31, 2020 and 2019, and the related consolidated statements of operations and comprehensive loss, of stockholders\u2019 equity and of cash flows for each of the three years in the period ended December 31, 2020, including the related notes (collectively referred to as the \u201cconsolidated financial statements\u201d). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020 in conformity with accounting principles generally accepted in the United States of America.\nChange in Accounting Principle\nAs discussed in Note 2 to the consolidated financial statements, the Company changed the manner in which it accounts for leases in 2019.\nBasis for Opinion\nThese consolidated financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company\u2019s internal control over financial reporting. Accordingly, we express no such opinion.\nOur audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.\nCritical Audit Matters\nThe critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.\nFair Value of Contingent Consideration Liabilities\nAs described in Notes 2 and 4 to the consolidated financial statements, co", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 744218_2020.htm (CIK: 744218, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02628", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nOur financial information is summarized in this Management's Discussion and Analysis of Financial Condition and Results of Operations (\u201cMD&A\u201d) and is intended to help the reader better understand Covetrus, our operations, financial results, and current business environment. This MD&A should be read in conjunction with our consolidated and combined financial statements and accompanying notes in Item 8. Financial Statements and Supplementary Data of this Report.\nThe discussion of our financial condition and results of operations for the year ended December 31, 2019 as compared to the year ended December 29, 2018 included in Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2019 is incorporated by reference into this MD&A. During the fourth quarter of 2020, in conjunction with our efforts to remediate our income tax material weakness, we identified an error in the calculation of the deferred tax asset related to investments in partnerships. Specifically, as of December 30, 2017 our deferred tax asset was overstated by $42 million. As a result of the overstatement of this deferred tax asset, our valuation allowance established during the year ended December 31, 2019 was overstated. This revision did not affect our statement of operations in any other year. We have revised affected amounts below as of December 31, 2019 from the amounts previously reported.\nOverview\nWe are a global, animal-health technology and services company dedicated to supporting the companion, equine, and large-animal veterinary markets. Our mission is to provide the best products, services, and technology to veterinarians and animal-health practitioners across the globe, so they can deliver exceptional care to their patients when and where it is needed. In February 2019, we combined the complementary capabilities of the Animal Health Business, previously operated by our Former Parent, and Vets First Choice, bringing together leading practice management software and supply chain distribution businesses with a technology-enabled prescription management platform and related pharmacy services. We believe our approach to the market will support the delivery of improved veterinary care and health of their practices while driving increased demand for our products and services.\nWe are organized based upon geographic region and focus on delivering our platform of products and services to our customers on a geographical basis. Our reportable segments are (i) North America, (ii) Europe, and (iii) APAC & Emerging Markets. Our major product groups that we disaggregate within our reportable segments are (i) supply chain services, (ii) software services, and (iii) prescription management. See Note 20 - Segment Data and Note 5 - Revenue from Contracts with Customers.\nAcross our segments and major product groups, the willingness of Animal Owners to spend with their veterinarians on preventative and therapeutic treatments and procedures is critical to our financial performance. In the companion-animal market specifically, there is an ongoing trend of owners humanizing, or providing the best possible lives for their pets. Across the companion animal, equine, and large animal markets, we anticipate that for us to succeed on our strategic roadmap, we should prioritize value creation with our Customers so that we can seek to strengthen the relationship between Customers and Animal Owners as well as enable our Customers to provide proactive healthcare options to Animal Owners, including our investment in higher margin proprietary brand products and compounding.\nSee Item 1. Business for a detailed discussion of our corporate mission and strategy that should be read in conjunction with our discussion and analysis of financial condition and results of operations.\nKey Factors and Trend", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, deferred tax, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02629", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nThe following summarizes the principal factors that make an investment in our company speculative or risky, all of which are more fully described in the Risk Factors section below. This summary should be read in conjunction with the Risk Factors section and should not be relied upon as an exhaustive summary of the material risks facing our business.\nRisks Related to our Business and Operations:\n\u2022The success of our business largely depends on activity levels in the oil and natural gas industry, which can be affected by the amount and volatility of oil and natural gas prices.\n\u2022The markets in which we operate are highly competitive.\n\u2022We may hold excess or obsolete inventory.\n\u2022We may not realize revenue on our current backlog due to customer order reductions, cancellations or acceptance delays, which may negatively impact our financial results.\n\u2022The COVID-19 pandemic has and may continue to adversely affect our business and results of operations.\n\u2022The industry in which we operate is undergoing continuing consolidation that may impact our results of operations.\n\u2022A greater focus on budgetary discipline and technological advances have caused a decline in customer spending that may remain at a low level despite an increase in commodity prices.\n\u2022Our Chief Executive Officer and other executive officers are critical to our business and these individuals may not remain with us in the future.\n\u2022We may be unable to employ a sufficient number of skilled and qualified workers.\n\u2022We rely on relationships with key suppliers to operate and maintain our business.\n\u2022Our business depends upon our ability to obtain key raw materials and specialized equipment from suppliers.\n\u2022We may not be able to satisfy technical requirements, testing requirements, code requirements or other specifications under contracts and contract tenders.\n\u2022A failure or breach of our information technology infrastructure could adversely impact our business and results of operations and expose us to potential liabilities.\n\u2022Our success depends on our ability to implement new technologies and services more efficiently and quickly than our competitors.\n\u2022Our success will be affected by the use and protection of our proprietary technology.\n\u2022We may incur liabilities, fines, penalties or additional costs, or we may be unable to sell to certain customers if we do not maintain safe operations.\n\u2022Facility consolidations or expansions may subject us to risks of operating inefficiencies, construction delays and cost overruns.\n\u2022Our acquisitions and dispositions may not result in anticipated benefits and may present risks not originally contemplated.\n\u2022A natural disaster, catastrophe or other event could result in severe property damage, which could curtail our operations.\nLegal and Regulatory Risks:\n\u2022Governmental laws and regulations may affect our and our customers\u2019 costs, prohibit or curtail our customers\u2019 operations in certain areas, limit the demand for our products and services or restrict our operations.\n\u2022Potential legislation or regulations restricting the use of hydraulic fracturing could reduce demand for our products.\n\u2022Our financial results could be adversely impacted by changes in regulation of oil and natural gas exploration and development activity in response to significant environmental incidents.\n\u2022Our operations are subject to environmental and operational safety laws and regulations that may expose us to significant costs and liabilities.\n\u2022Our business operations worldwide are subject to anti-corruption and trade sanction laws and regulations in the U.S. and other jurisdictions.\n\u2022We are subject to litigation risks that may not be covered by insurance.\n\u2022The number and cost of our current and future asbestos claims could be substantially higher than we have estimated and the timing of payment of claims could be sooner than we have estimated.\n\u2022Our products are used in operations that are subject to potential hazards inherent in the oil and natural gas industry ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1401257_2020.htm (CIK: 1401257, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02630", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors.\nCareful consideration should be given to the following risk factors, in addition to the other information set forth in this Annual Report on Form 10-K and in other documents that we file with the SEC or publicly in Canada, in evaluating our company and our business. Investing in our securities involves a high degree of risk. If any of the following risks actually occur, our business, financial condition, results of operations and future growth prospects could be materially and adversely affected. Additional risks and uncertainties not currently known to us or that we currently consider to not be material may also materially and adversely affect our company and our business.\nRisks Related to the Arrangement\nFailure to complete, or delays in completing, the Arrangement could materially and adversely affect our results of operations and our stock price.\nThe completion of the Arrangement is subject to a number of conditions precedent, some of which are outside Aphria\u2019s and Tilray\u2019s control, including receipt of stockholder and regulatory approvals.\nTo complete the Arrangement, each of Aphria and Tilray must make certain filings with and obtain certain consents and approvals from various governmental and regulatory authorities. Aphria and Tilray have not yet obtained all of the regulatory approvals which are required to complete the Arrangement. The regulatory approval processes may take a lengthy period of time to complete, which could delay completion of the Arrangement. There can be no assurance as to the outcome of the approval processes, including the undertakings and conditions that may be required for approval, or whether the regulatory approvals will be obtained at all.\nIn addition, the completion of the Arrangement by Aphria and Tilray is conditional on, among other things, no action or circumstance occurring that would result in a material adverse effect on Aphria\u2019s and Tilray\u2019s business operations, financial results and share price.\nThere can be no certainty, nor can Aphria or Tilray provide any assurance, that all conditions precedent to the Arrangement will be satisfied or waived, or, if satisfied or waived, when they will be satisfied or waived and, accordingly, the Arrangement may not be completed or may be delayed. If, for any reason, the Arrangement is not completed, its completion is materially delayed and/or the Arrangement Agreement is terminated, the market price of our shares of Class 2 common stock may be materially adversely affected. Our business, financial condition or results of operations could also be subject to various material adverse consequences, including that we would remain liable for costs relating to the Arrangement.\nIn addition, if the Arrangement is not completed for any reason, there are risks that the announcement of the Arrangement and the dedication of our resources to the completion thereof could have a negative impact on our relationships with our stakeholders and could have a material adverse effect on our current and future operations, financial condition and prospects.\nIn addition, we may incur significant transaction expenses in connection with the Arrangement, regardless of whether the Arrangement is completed.\nWe are subject to customary non-solicitation provisions under the Arrangement Agreement. The Arrangement Agreement also restricts us from taking specified actions until the Arrangement is completed without the consent of Aphria. These restrictions may prevent us from pursuing attractive business opportunities that may arise prior to the completion of the Arrangement.\nEach of the parties may terminate the Arrangement if the closing has not occurred by the outside date specified in the Arrangement Agreement, and in certain other circumstances.\nEach of Aphria and Tilray has the right in certain circumstances, in addition to termination rights relating to the failure to satisfy the conditions of closing, to terminate the Arrangement. Accordingly, there can", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1731348_2020.htm (CIK: 1731348, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02631", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nINDIGENOUS ROOTS CORP.\nCONSOLIDATED FINANCIAL STATEMENTS\nAUGUST 31, 2020 AND 2019\n(EXPRESSED IN US DOLLARS)\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nTo the shareholders and board of directors of Indigenous Roots Corp.:\nOpinion on the Consolidated Financial Statements\nWe have audited the accompanying consolidated balance sheets of Indigenous Roots Corp. (the \"Company\") as of August 31, 2020 and 2019, the related consolidated statements of operations, cash flows and changes in deficit for the years then ended, and the related notes (collectively referred to as the \"financial statements\"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of August 31, 2020 and 2019, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.\nGoing Concern\nThe accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has incurred losses in developing its business, and further losses are anticipated. The Company requires additional funds to meet its obligations and the costs of its operations. These factors raise substantial doubt about the Company\u2019s ability to continue as a going concern. Management\u2019s plans in this regard are described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty\nBasis for Opinion\nThese financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (\"PCAOB\") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting in accordance with the standards of the PCAOB. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion in accordance with the standards of the PCAOB.\nOur audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provide a reasonable basis for our opinion.\n/DMCL/\nDALE MATHESON CARR-HILTON LABONTE LLP\nCHARTERED PROFESSIONAL ACCOUNTANTS\nWe have served as the Company\u2019s auditor since 2012\nVancouver, Canada\nDecember 4, 2020\nINDIGENOUS ROOTS CORP.\nCONSOLIDATED BALANCE SHEETS\n(EXPRESSED IN US DOLLARS)\nGoing concern (Note 1)\nSubsequent event (Note 10)\nThe accompanying notes are an integral part of these consolidated financial statements.\nINDIGENOUS ROOTS CORP.\nCONSOLIDATED STATEMENT OF OPERATIONS\n(EXPRESSED IN US DOLLARS)\nThe accompanying no", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1373690_2020.htm (CIK: 1373690, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02632", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations\nThe following discussion and analysis provides information concerning our results of operations and financial condition. This discussion should be read in conjunction with our consolidated financial statements and the notes thereto.\nOverview\nQVC, Inc. and its consolidated subsidiaries (unless otherwise indicated or required by the context, the terms \"we,\" \"our,\" \"us,\" the \"Company\" and \"QVC\" refer to QVC, Inc. and its consolidated subsidiaries) is a retailer of a wide range of consumer products, which are marketed and sold primarily by merchandise-focused televised shopping programs, the Internet and mobile applications. QVC is comprised of the reportable segments of QxH, which is comprised of QVC-U.S. and HSN, Inc. (\"HSN\"), and QVC-International.\nIn the U.S., QVC's televised shopping programs, including live and recorded content, are broadcast across multiple channels nationally on a full-time basis, including QVC, QVC2, QVC3, HSN, and HSN2. The Company's U.S. programming is also available on QVC.com and HSN.com, QVC's \"U.S. websites\"; virtual multichannel video programming distributors (including Hulu + Live TV, AT&T TV and as of January 2021, YouTube TV); applications via streaming video; Facebook Live, Roku, Apple TV, and Amazon Fire; mobile applications; social pages and over-the-air broadcasters.\nQVC's digital platforms enable consumers to purchase goods offered on our broadcast programming, along with a wide assortment of products that are available only on our U.S. websites. QVC.com and our other digital platforms (including our mobile applications, social pages and others) are natural extensions of our business model, allowing customers to engage in our shopping experience wherever they are, with live or on-demand content customized to the device they are using. In addition to offering video content, our U.S. websites allow shoppers to browse, research, compare and perform targeted searches for products, read customer reviews, control the order-entry process and conveniently access their account.\nInternationally, QVC's televised shopping programs, including live and recorded content, are distributed to households outside of the U.S., primarily in Germany, Austria, Japan, the United Kingdom (\"U.K.\"), the Republic of Ireland, and Italy. In some of the countries where QVC operates, QVC's televised shopping programs are broadcast across multiple QVC channels: QVC Style and QVC2 in Germany and QVC Beauty, QVC Extra and QVC Style in the U.K. Similar to the U.S., our international businesses also engage customers via websites, mobile applications and social pages. QVC's international business employs product sourcing teams who select products tailored to the interests of each local market.\nThe Company's Japanese operations (\"QVC-Japan\") are conducted through a joint venture with Mitsui & Co., LTD (\"Mitsui\"). QVC-Japan is owned 60% by the Company and 40% by Mitsui. The Company and Mitsui share in all profits and losses based on their respective ownership interests. QVC-Japan paid dividends to Mitsui of $62 million in the year ended December 31, 2020 and $40 million in each of the years ended December 31, 2019 and 2018.\nThe Company is an indirect wholly-owned subsidiary of Qurate Retail, Inc. (\"Qurate Retail\") (formerly Liberty Interactive Corporation) (Nasdaq: QRTEA, QRTEB and QRTEP), which owns interests in a broad range of digital commerce businesses, including Qurate Retail's other wholly-owned subsidiary Zulily, LLC (\"Zulily\"), as well as other minority investments. QVC is part of the Qurate Retail Group (\"QRG\"), formerly QVC Group, a portfolio of brands including QVC, Zulily and Cornerstone Brands, Inc. (\"CBI\").\nQVC engages with Zulily, which has been a wholly-owned subsidiary of Qurate Retail since October 2015. Zulily is not part of the results of operations or financial position of QVC presented in the accompanying consolidat", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1254699_2020.htm (CIK: 1254699, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02633", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nTo the Shareholders and Board of Directors of Oshkosh Corporation\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheets of Oshkosh Corporation and subsidiaries (the \"Company\") as of September 30, 2020 and 2019, the related consolidated statements of income, comprehensive income, shareholders' equity, and cash flows, for each of the three years in the period ended September 30, 2020, and the related notes (collectively referred to as the \"financial statements\"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended September 30, 2020, in conformity with accounting principles generally accepted in the United States of America.\nWe have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of September 30, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated November 18, 2020, expressed an unqualified opinion on the Company's internal control over financial reporting.\nBasis for Opinion\nThese financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\nCritical Audit Matter\nThe critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.\nDefense Segment Revenue - Refer to Note 3 to the financial statements\nCritical Audit Matter Description\nThe Company\u2019s Defense segment recognized revenue on long-term contracts primarily with the U.S. Government for the production of goods, the provision of services, or a combination of both totaling $2,255.4 million for the year ended September 30, 2020. The Company\u2019s firm-fixed long-term contracts are typically accounted for as a single performance obligation because the goo", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 775158_2020.htm (CIK: 775158, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02634", "source": "edgar", "source_license": "public_domain", "text": "Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nSee the Report of Independent Registered Public Accounting Firm, Financial Statements and Notes to Financial Statements attached hereto at pages 13 through 37.\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nThe Member\nATEL 16, LLC\nOpinion on the Financial Statements\nWe have audited the accompanying balance sheets of ATEL 16, LLC (the \u201cCompany\u201d), as of December 31, 2020 and 2019, the related statements of income, changes in members\u2019 capital, and cash flows for the years then ended, and the related notes (collectively referred to as the \u201cfinancial statements\u201d). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.\nBasis for Opinion\nThese financial statements are the responsibility of the Management of the Company\u2019s Managing Member. Our responsibility is to express an opinion on the Company\u2019s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (\u201cPCAOB\u201d) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company\u2019s internal control over financial reporting. Accordingly, we express no such opinion.\nOur audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\n/s/ Moss Adams LLP\nSan Francisco, California\nMarch 29, 2021\nWe have served as the Company\u2019s auditor since 2013.\nATEL 16, LLC\nBALANCE SHEETS\nDECEMBER 31, 2020 AND 2019\n(In Thousands)\nSee accompanying notes.\nATEL 16, LLC\nSTATEMENTS OF INCOME\nFOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019\n(In Thousands Except for Units and Per Unit Data)\nSee accompanying notes.\nATEL 16, LLC\nSTATEMENTS OF CHANGES IN MEMBERS\u2019 CAPITAL\nFOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019\n(In Thousands Except for Units and Per Unit Data)\nSee accompanying notes.\nATEL 16, LLC\nSTATEMENTS OF CASH FLOWS\nFOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019\n(In Thousands)\nSee accompanying notes.\nATEL 16, LLC\nNOTES TO FINANCIAL STATEMENTS\n1. Organization and Limited Liability Company matters:\nATEL 16, LLC (the \u201cCompany\u201d or the \u201cFund\u201d) was formed under the laws of the state of California on December 27, 2012 (\u201cDate of Inception\u201d) for the purpose of equipment financing and acquiring equipment to engage in equipment leasing and sales activities. The Managing Member of the Company is ATEL Managing Member, LLC (the \u201cManaging Member\u201d or \u201cManager\u201d), a Nevada limited liability company. The Managing Member is controlled by ATEL Financial Services, LLC (\u201cAFS\u201d", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1575048_2020.htm (CIK: 1575048, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02635", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\n(in thousands, except per common share data amounts and number of employees)\n(1)In fiscal 2020, we recorded discrete net tax benefits of $1.2 million, in fiscal 2019, we recorded discrete net tax benefits of $0.5 million and in fiscal 2018 we recorded discrete net tax expense of $1.5 million (see Note 13 to our consolidated financial statements). In fiscal 2017, we recorded net tax benefits of $1.0 million primarily from the reversal of tax reserves due to the expiration of statute of limitations from U.S. and foreign tax jurisdictions. In fiscal 2016, we recorded net tax benefits of $1.5 million primarily from the reinstatement of the federal research and development tax credit for calendar year 2015 and the reversal of reserves due to the expiration of statute of limitations from U.S. and foreign tax jurisdictions. In addition, we filed amended income tax returns resulting in an additional domestic refund related to qualified manufacturing activities.\n(2)Earnings per share are calculated by line item and may not add due to the use of rounded amounts.\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax expense, tax benefit, tax credit. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02636", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\nAs a \u201csmaller reporting company\u201d (as defined by \u00a7229.10(f)(1)), we are not required to provide the information required by this Item.\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1104280_2020.htm (CIK: 1104280, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02637", "source": "edgar", "source_license": "public_domain", "text": "Item 7A.Quantitative and Qualitative Disclosures About Market Risk.\nInterest Rate Risk. Our exposure to market risk is confined to our cash and cash equivalents and debt. We have cash and cash equivalents and invest primarily in high-quality money market funds, which we believe are subject to limited credit risk. Due to the low risk profile of our investments, an immediate 10% change in interest rates would not have a material effect on the fair market value of our portfolio. We do not believe that we have any material exposure to interest rate risk arising from our investments and we do not use derivative financial instruments to hedge against interest rate risk.\nWe are not subject to interest rate risk on the Scilex Notes associated with our 2018 Purchase Agreements as repayment of the Scilex Notes is determined by projected net sales as further discussed in Note 8 of the accompanying notes to the consolidated financial statements in this Annual Report on Form 10-K. For the Scilex Notes, changes in interest rates will generally affect the fair value of the debt instrument, but not our earnings or cash flows.\nCapital Market Risk. We currently do not have significant revenues from grants or sales and services and we have no product revenues from our planned principal operations and therefore depend on funds raised through other sources. One source of funding is through future debt or equity offerings. Our ability to raise funds in this manner depends upon, among other things, capital market forces affecting our stock price.\nConcentration Risk. During the fiscal years ended December 31, 2020, 2019 and 2018, sales to the sole customer and third-party logistics distribution provider of Scilex Pharma, Cardinal Health, represented 100% of the net revenue of Scilex Pharma. This exposes us to concentration of customer risk. We monitor the financial condition of the sole customer of Scilex Pharma, limit our credit exposure by setting credit limits, and did not experience any credit losses for the years ended December 31, 2020, 2019 and 2018. As we continue to expand the commercialization of ZTlido, we are not limited to the current customer and have the option of expanding our distribution network with additional distributors through establishing our own affiliates, by acquiring existing third-party business or product rights or by partnering with additional third parties.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 850261_2020.htm (CIK: 850261, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02638", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7.MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nThe following discussion and analysis should be read in conjunction with the Selected Financial Data in Item 6 - Selected Financial Data above and our accompanying consolidated financial statements and notes thereto in Item 8 - Financial Statement and Supplementary Data. See also \u201cCautionary Note Regarding Forward-Looking Statements\u201d preceding Part I.\nOverview\nOur business strategy, built on investments in prime timberlands in high-demand mill markets and superior management, served us well during the unprecedented economic volatility of 2020 caused by the COVID-19 pandemic. During the year, we exceeded performance targets, maintained healthy liquidity and stable leverage and effectively managed our debt capital, all while making significant progress in furthering our long-term strategic objectives. Our fiber supply agreements, delivered wood model and opportunistic stumpage sales were primary performance drivers, generating stable and predictable cash flows from sustainable harvests that, combined with revenues from opportunistic land sales and active investment management, provided recurring dividends to our stockholders funded from cash from operations.\nOur total harvest volume increased from the prior year, driven by higher stumpage sales volume in the U.S. South region and increased volume in the Pacific Northwest. Demand for pulp-related products remained strong and increased housing starts and robust repair and remodeling activity improved demand patterns for sawtimber products since the onset of the COVID-19 pandemic, supporting steady harvest volume flow to our mill customers. We actively managed our log merchandising efforts together with delivered and stumpage sales to achieve the highest available price for our timber products. Our realized stumpage prices continued to hold a significant premium over South-wide averages as a result of the strong micro-markets where we have selectively assembled our prime timberlands portfolio. Asset management fee revenues increased as a result of the asset management agreement amendment with the Triple T Joint Venture during the second quarter of 2020. Our capital recycling program, employing targeted large dispositions, continues to improve the quality of our timberland portfolio and strengthen our balance sheet through disciplined capital allocation to enable future investments in prime timberlands, furthering our growth strategy.\nJoint Ventures\nIn June 2020, we invested an additional $5.0 million in the Triple T Joint Venture on the same terms and conditions as our original investment in connection with amendments to the joint venture agreement and asset management agreement. The proceeds of our additional $5.0 million investment, along with the proceeds from $140.0 million of borrowings under the Triple T Joint Venture\u2019s secured, non-recourse credit facility, were used to make a payment of $145.0 million to GP in connection with an amendment to a wood supply agreement between the Triple T Joint Venture and GP. This amendment is intended to achieve market-based pricing on timber sales, increase reimbursement for extended haul distances, provide the ability for the Triple T Joint Venture to sell sawtimber to other third parties, and expand the Triple T Joint Venture\u2019s ability to sell large timberland parcels to third-party buyers. The successful renegotiation of the GP wood supply agreement paves the way for generating improved joint venture performance going forward as well as enhancing long-term asset value. The supply agreement between the Triple T Joint Venture and GP was also extended by two years from 2029 to 2031, allowing for the Triple T Joint Venture\u2019s harvest volume obligations to be further optimized to enhance and preserve long-term asset value.\nThe Dawsonville Bluffs Joint Venture completed the disposition of its timberlands during 2019. Life-to-date through December 31, 20", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1341141_2020.htm (CIK: 1341141, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02639", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nINDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE\nThe supplementary financial information required by this Item 8 is included in Item 7 under the caption \u201cSelected Quarterly Financial Data.\u201d\nReport of Independent Registered Public Accounting Firm\nTo the Board of Directors and Stockholders of Uber Technologies, Inc.\nOpinions on the Financial Statements and Internal Control over Financial Reporting\nWe have audited the accompanying consolidated balance sheets of Uber Technologies, Inc. and its subsidiaries (the \u201cCompany\u201d) as of December 31, 2020 and 2019, and the related consolidated statements of operations, of comprehensive income (loss), of mezzanine equity and equity (deficit) and of cash flows for each of the three years in the period ended December 31, 2020, including the related notes and financial statement schedule listed in the accompanying index (collectively referred to as the \u201cconsolidated financial statements\u201d). We also have audited the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).\nIn our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.\nChanges in Accounting Principles\nAs discussed in Note 1 to the consolidated financial statements, the Company changed the manner in which it accounts for cumulative payments to Drivers in excess of cumulative revenue from Drivers in 2020 and the manner in which it accounts for leases in 2019.\nBasis for Opinions\nThe Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management\u2019s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company\u2019s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.\nOur audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the o", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1543151_2020.htm (CIK: 1543151, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02640", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6 - SELECTED FINANCIAL DATA\nWe derived the selected consolidated financial data as of and for the years 2020, 2019, 2018, 2017 and 2016 from our audited consolidated financial statements.\nThe Company utilizes a 52 or 53 week accounting period that typically ends on the last Tuesday in December. The Company utilizes a 13 or 14 week accounting period for quarterly reporting purposes. Fiscal years 2020, 2018, 2017 and 2016 were 52 weeks in length while fiscal year 2019 was 53 weeks in length. Our historical results are not necessarily indicative of our results for any future period.\n(1)Comparable restaurant sales reflects the change in sales over the same period of the prior year for the comparable restaurant base. We define the comparable restaurant base to include those restaurants open for a full 18 months before the beginning of the period measured, excluding sales from restaurants permanently closed during the period.\n(2)Average unit volume represents the average annual restaurant sales from Texas Roadhouse company restaurants open for a full six months before the beginning of the period measured, excluding sales from restaurants permanently closed during the period. Additionally, average unit volume of company restaurants in the table above was adjusted to reflect the restaurant sales of any acquired franchise restaurants. In addition, average unit volume for 2019 includes 53 weeks compared to 52 weeks for all other periods presented.\nITEM 7", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1289460_2020.htm (CIK: 1289460, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02641", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS\nThe audited consolidated financial statements of Charlie\u2019s Holdings, Inc., including the notes thereto, together with the report thereon of Baker Tilly LLP, our independent registered public accounting firm, are included in this Annual Report on Form 10-K as a separate section beginning on page.\nITEM 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1134765_2020.htm (CIK: 1134765, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02642", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nRemuneration of Officers: Summary Compensation Table\nNo executive officer has received cash compensation in the Company's fiscal year. The Company started accruing salaries and fees for certain employees, officers and directors in 2013. Prior to 2013 there were no salaries accruing. The Company has also issued stock to employees for their consulting and professional services. At the time the Company launches its planned IPO, the Company will pay these employees, officers and directors accrued salaries however the stock was issued and is part of the total outstanding shares of the Company.\nOfficer and Director and Founder Remuneration\n(1) On March 8, 2016, the Company granted a total of 8,000,000 stock options to 4 officers and directors of the Company, exercisable at $42 per share and expire on March 8, 2026. The 8,000,000 options vest according to the following schedule: 3,200,000 options vest immediately and 800,000 vest annually for the next 6 years. On June 12, 2019, the Company amended the vesting terms through a Directors\u2019 Resolution so that the remaining 2,400,000 unvested options will vest on November 1 instead of March 8 of each subsequent year. On January 5, 2020, the Company amended the vesting terms of the remaining options and the vesting date was changed to August 30 of each subsequent year. The Company also modified the exercise price of 1,600,000 options to $565 per share. The exercise price of the other 2,800,000 outstanding option was not changed. The weighted average grant date fair value of stock options granted was $0.00009 per share.\n(2) On November 1, 2016, the Company granted a total of 14,000,000 stock options to 7 officers and directors of the Company, exercisable at $42 per share and expire on November 1, 2026. The 14,000,000 options vest according to the following schedule: 5,600,000 options vest immediately and 1,400,000 vest annually for the next 6 years. On June 12, 2019, the Company amended the vesting terms through a Directors\u2019 Resolution so that 1,400,000 options originally vesting on November 1, 2018 are to be vested on October 12, 2018. On January 5, 2020, the Company amended the vesting terms of the remaining options and the vesting date was changed to August 30 of each subsequent year. Furthermore, the exercise price was amended to $565 per share for all options vesting on or after August 30, 2019. The weighted average grant date fair value of stock options granted was $0.00009 per share.\n(3) On August 30, 2018, the Company granted 4,000,000 stock options to two officers and directors of the Company, exercisable at $357 per share and expire on August 30, 2028. The 4,000,000 options vest according to the following schedule: 1,600,000 options vest immediately, and 400,000 vest annually for the next 6 years. The weighted average grant date fair value of stock options granted was $0.000008 per share. On January 5, 2020, the exercise price was amended to $565 per share for all options vesting on or after August 30, 2019.\n(4) On February 18, 2020, the Company issued 480,000,000 shares of Class B common stock with a fair value of $120,000 to the Company\u2019s Chief Executive Officer pursuant to the amendment to his employment agreement dated January 5, 2020.\n(5) On November 5, 2018, the Company issued 2,000,000 shares of Class B common stock with a fair value of $500 to two officers and directors of the Company for services pursuant to directorship agreements dated August 30, 2018.\nThe stock has been issued to the named employee without consideration for such issue and without any conditions or restrictions.\nShah Mathias will receive 10% of the face value of all revenue contracts entered into by the Company.\nThe Company has not paid any cash compensation to any officer. The Company intends to pay annual salaries to all its officers and will pay an annual stipend to its directors as soon as possible. The Company has signed employment agreements with the CEO, Founder, He", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1534155_2020.htm (CIK: 1534155, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02643", "source": "edgar", "source_license": "public_domain", "text": "Item 7.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nEXECUTIVE OVERVIEW\nHurco Companies, Inc. is an international, industrial technology company operating in a single segment. We design, manufacture and sell computerized (i.e., CNC) machine tools, consisting primarily of vertical machining centers (mills) and turning centers (lathes), to companies in the metal cutting industry through a worldwide sales, service and distribution network. Although the majority of our computer control systems and software products are proprietary, they predominantly use industry standard personal computer components. Our computer control systems and software products are primarily sold as integral components of our computerized machine tool products. We also provide machine tool components, automation integration equipment and solutions for job shops, software options, control upgrades, accessories and replacement parts for our products, as well as customer service, training and applications support.\nThe following overview is intended to provide a brief explanation of the principal factors that have contributed to our recent financial performance. This overview is intended to be read in conjunction with the more detailed information included in our financial statements that appear elsewhere in this report.\nThe market for machine tools is international in scope. We have both significant foreign sales and significant foreign manufacturing operations. During fiscal 2020, approximately 46% of our revenues were attributable to customers in Europe, where we typically sell more of our higher-performance, higher-priced VMX series machines. Additionally, approximately 15% of our revenues were attributable to customers in the Asia Pacific region, where we encounter greater pricing pressures.\nWe have three brands of CNC machine tools in our product portfolio: Hurco is the technology innovation brand for customers who want to increase productivity and profitability by selecting a brand with the latest software and motion technology. Milltronics is the value-based brand for shops that want easy-to-use machines at competitive prices. The Takumi brand is for customers that need very high speed, high efficiency performance, such as that required in the production, die and mold, aerospace, and medical industries. Takumi machines are equipped with industry standard controls instead of the proprietary controls found on Hurco and Milltronics machines. These three brands of CNC machine tools are responsible for the vast majority of our revenue. However, we have added other non-Hurco branded products to our product portfolio that have contributed product diversity and market penetration opportunity. These non-Hurco branded products are sold by our wholly-owned distributors and are comprised primarily of other general-purpose vertical milling centers and lathes, laser cutting machines, waterjet cutting machines, CNC grinders, compact horizontal machines, metal cutting saws and CNC swill lathes. ProCobots is our wholly-owned subsidiary that provides automation solutions that can be integrated with any machine tool. In addition, through our wholly-owned subsidiary LCM, we produce high value machine tool components and accessories.\nWe principally sell our products through more than 200 independent agents and distributors throughout the Americas, Europe, and Asia. Although some distributors carry competitive products, we are the primary line for the majority of our distributors globally. We also have our own direct sales and service organizations in China, France, Germany, India, Italy, the Netherlands, Poland, Singapore, Taiwan, the United Kingdom, and certain parts of the United States, which are among the world's principal machine tool consuming markets. The vast majority of our machine tools are manufactured to our specifications primarily by our wholly-owned subsidiary in Taiwan, HML. Machine castings to support HML\u2019s production", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 315374_2020.htm (CIK: 315374, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02644", "source": "edgar", "source_license": "public_domain", "text": "Item 11.\nExecutive Compensation\nInformation required by this item is incorporated by reference from our 2021 Proxy Statement.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1136869_2020.htm (CIK: 1136869, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02645", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nThe following discussion and analysis or our financial condition and results of operations should be read together with the consolidated financial statements and the related notes that are included in Item 8 of Part II of this annual report on Form 10-K. This discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under the section entitled \u201cRisk Factors.\u201d Please also see the section entitled \u201cCautionary Note Regarding Forward-Looking Statements.\u201d\nOverview\nWe are a specialty lending company providing debt, including loans and equipment financings, to growth stage companies, including venture-backed companies and companies with institutional equity investors. We are an internally managed, closed-end, non-diversified management investment company that has elected to be regulated as a business development company (\u201cBDC\u201d) under the Investment Company Act of 1940, as amended (\u201cthe1940 Act\u201d). We also intend to elect to be treated, and intend to qualify annually thereafter, as a regulated investment company (\u201cRIC\u201d) under Subchapter M of the Internal Revenue Code of 1986, as amended (the \u201cCode\u201d) for U.S. federal income tax purposes. As a BDC and a RIC, we are required to comply with certain regulatory requirements.\nOur investment objective is to generate current income and, to a lesser extent, capital appreciation through our investments. We seek to achieve our investment objective by making investments consisting primarily of term loans and equipment financings and, to a lesser extent, working capital loans, equity and equity-related investments. In addition, we may obtain warrants or contingent exit fees at funding from many of our portfolio companies, providing an additional potential source of investment returns. We generally are required to invest at least 70% of our total assets in qualifying assets in accordance with the 1940 Act but may invest up to 30% of our total assets in non-qualifying assets, as permitted by the 1940 Act.\nWe target investments in growth stage companies, which are typically private companies, including venture-backed companies and companies with institutional equity investors. We define \u201cgrowth stage companies\u201d as companies that have significant ownership and active participation by sponsors, such as institutional investors or private equity firms, and expected annual revenues of up to $100.0 million. Subject to the requirements of the 1940 Act, we are not limited to investing in any particular industry or geographic area and seek to invest in under-financed segments of the private credit markets.\nWe invest in debt, including loans and equipment financings, that may have initial interest-only periods of up to 24 months and may then fully amortize over a total term of up to 60 months and are typically secured by a blanket first lien, a specific asset lien on mission critical assets, or a blanket second lien. We may also make a limited number of direct equity and equity-related investments in conjunction with our debt investments.\nOur History\nTrinity Capital Inc. was incorporated under the general corporation laws of the State of Maryland on August 12, 2019 and commenced operations on January 16, 2020. Prior to January 16, 2020, we had no operations, except for matters relating to our formation and organization as a BDC.\nOn January 16, 2020, through a series of transactions (the \u201cFormation Transactions\u201d), we acquired Trinity Capital Investment, LLC ( \u201cTCI, LLC\u201d), Trinity Capital Fund II, L.P. (\u201cFund II\u201d), Trinity Capital Fund III, L.P. (\u201cFund III\u201d), Trinity Capital Fund IV, L.P. (\u201cFund IV\u201d) and Trinity Sidecar Income Fund, L.P. (\u201cSidecar Fund,\u201d and collectively, the \u201cLegacy Funds\u201d) and all of their r", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, irs, internal revenue. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02646", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nThe information required to be furnished pursuant to this Item will be set forth in our proxy statement for the 2021 Annual Meeting of Stockholders and is incorporated herein by reference.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 913241_2020.htm (CIK: 913241, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02647", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data\nRefer to \u201cSELECTED FINANCIAL DATA - FIVE-YEAR COMPARISON OF ENTERGY CORPORATION AND SUBSIDIARIES, ENTERGY ARKANSAS, LLC AND SUBSIDIARIES, ENTERGY LOUISIANA, LLC AND SUBSIDIARIES, ENTERGY MISSISSIPPI, LLC, ENTERGY NEW ORLEANS, LLC AND SUBSIDIARIES, ENTERGY TEXAS, INC. AND SUBSIDIARIES, and SYSTEM ENERGY RESOURCES, INC.\u201d which follow each company\u2019s financial statements in this report, for information with respect to selected financial data and certain operating statistics.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1427437_2020.htm (CIK: 1427437, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02648", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures about Market Risk\nNot required due to smaller reporting company status.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1641614_2020.htm (CIK: 1641614, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02649", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nINDEX TO CONSOLIDATED FINANCIAL STATEMENTS\nNOVATION COMPANIES, INC. AND SUBSIDIARIES\nReport of Independent Registered Public Accounting Firm\nConsolidated Balance Sheets\nConsolidated Statements of Operations and Comprehensive Loss\nConsolidated Statements of Shareholders' Deficit\nConsolidated Statements of Cash Flow\nNotes to Consolidated Financial Statements\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nTo the Board of Directors and\nStockholders of Novation Companies, Inc.\nOpinion on the Consolidated Financial Statements\nWe have audited the accompanying consolidated balance sheets of Novation Companies, Inc. (the Company) as of December 31, 2020 and 2019, and the related consolidated statements of operations and comprehensive income (loss), shareholders' deficit, and cash flows for each of the years in the two year period ended December 31, 2020, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the years in the two year period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.\nSubstantial Doubt About the Company's Ability to Continue as a Going Concern\nThe accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has incurred net operating losses and has had negative operating cash flow, combined with the impacts of COVID-19, this has led to substantial doubt related to the Company to continue as a going concern. Management\u2019s evaluation of the events and conditions and management\u2019s plans regarding those matters also are described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to that matter\nBasis for Opinion\nThese consolidated financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company\u2019s internal control over financial reporting. Accordingly, we express no such opinion.\nOur audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. W", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1025953_2020.htm (CIK: 1025953, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02650", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7.\nMANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nReaders should carefully review this document and the other documents filed by Fox Corporation (\u201cFOX\u201d or the \u201cCompany\u201d) with the Securities and Exchange Commission (the \u201cSEC\u201d). This section should be read together with the consolidated and combined financial statements and related notes appearing elsewhere in this Annual Report on Form 10-K. The consolidated and combined financial statements are referred to as the \u201cFinancial Statements\u201d herein.\nINTRODUCTION\nThe Distribution\nOn March 19, 2019, the Company became a standalone publicly traded company through the pro rata distribution by Twenty-First Century Fox, Inc. (now known as TFCF Corporation) (\u201c21CF\u201d) of all of the issued and outstanding common stock of FOX to 21CF stockholders (other than holders that were subsidiaries of 21CF) (the \u201cDistribution\u201d) in accordance with the Amended and Restated Distribution Agreement and Plan of Merger, dated as of June 20, 2018, by and between 21CF and 21CF Distribution Merger Sub, Inc. Following the Distribution, 354 million and 266 million shares of the Company\u2019s Class A Common Stock, par value $0.01 per share (the \u201cClass A Common Stock\u201d), and Class B Common Stock, par value $0.01 per share (the \u201cClass B Common Stock\u201d and, together with the Class A Common Stock, the \u201cCommon Stock\u201d), respectively, began trading independently on The Nasdaq Global Select Market. In connection with the Distribution, the Company entered into the Separation and Distribution Agreement, dated as of March 19, 2019 (the \u201cSeparation Agreement\u201d), with 21CF, which effected the internal restructuring (the \u201cSeparation\u201d) whereby 21CF transferred to FOX a portfolio of 21CF\u2019s news, sports and broadcast businesses, including FOX News Media (consisting of FOX News and FOX Business), FOX Entertainment, FOX Sports, FOX Television Stations, and sports cable networks FS1, FS2, FOX Deportes and Big Ten Network, and certain other assets, and FOX assumed from 21CF the liabilities associated with such businesses and certain other liabilities. The Separation and the Distribution were effected as part of a series of transactions contemplated by the Amended and Restated Merger Agreement and Plan of Merger, dated as of June 20, 2018 (the \u201c21CF Disney Merger Agreement\u201d), by and among 21CF, The Walt Disney Company (\u201cDisney\u201d) and certain subsidiaries of Disney, pursuant to which, among other things, 21CF became a wholly-owned subsidiary of Disney.\nPursuant to the 21CF Disney Merger Agreement, immediately prior to the Distribution, the Company paid to 21CF a dividend in the amount of $8.5 billion (the \u201cDividend\u201d). The final determination of the taxes in respect of the Separation and the Distribution for which the Company is responsible pursuant to the 21CF Disney Merger Agreement and a prepayment of the estimated taxes in respect of divestitures (collectively, the \u201cTransaction Tax\u201d) was $6.5 billion. Following the Distribution, on March 20, 2019 the Company received a cash payment in the amount of $2.0 billion from Disney, which had the net effect of reducing the Dividend the Company paid to 21CF. The Transaction Tax included a prepayment of the Company\u2019s share of the estimated tax liabilities resulting from the anticipated divestitures by Disney of certain assets, principally the FOX Sports Regional Sports Networks, which were sold by Disney during calendar year 2019. This prepayment was in the amount of approximately $700 million and is subject to adjustment in the future, when the actual amounts of all such tax liabilities are reported on the federal income tax returns of Disney or a subsidiary of Disney (See Note 22-Subsequent Events to the accompanying Financial Statements).\nAs a result of the Separation and the Distribution, which was a taxable transaction for which the estimated tax liability of $5.8 billion was included in the Transaction Tax paid by the Company, FOX obtained a tax basis in ", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax liability, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02651", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8.\nFINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nThe information required herein is shown on pages 44 through 96.\nITEM 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 812348_2020.htm (CIK: 812348, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02652", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data.\nThe selected financial data set forth below has been derived from our consolidated financial statements contained in \u201cItem 8. Financial Statements and Supplementary Data\u201d of this Report and previously published historical financial statements not included in this Report. The selected financial data set forth below should be read in conjunction with \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d and our consolidated financial statements, including the footnotes, contained in this Report.\n(1) 2020 results from continuing operations include pre-tax charges of $11.3 million related to our restructuring efforts, impairment charges of $0.2 million related to our held for sale operations, $3.6 million in acquisition and divestiture expenses related primarily to our held for sale operations; and $0.7 million related to amending our Credit Facility.\n(2) 2019 results from continuing operations include pre-tax charges of $30.7 million related to our restructuring efforts, impairment charges of $23.4 million related to our held for sale operations, $3.4 million in acquisition and divestiture expenses related primarily to our held for sale operations and a $4.4 million project remediation charge related to a CIPP project in Infrastructure Solutions.\n(3)\n2018 results from continuing operations include pre-tax charges of $29.2 million related to our restructuring efforts, $7.0 million in acquisition and divestiture expenses related primarily to our divestiture of Bayou and two small acquisitions, $2.8 million in non-cash charges related to estimates for inventory obsolescence, $2.2 million related to amending our Credit Facility and a $7.0 million loss on the sale of Bayou. Results also include a tax benefit of $1.9 million related to certain adjustments from the TCJA.\n(4)\n2017 results from continuing operations include pre-tax charges of $24.0 million related to our restructuring efforts, $86.4 million related to goodwill and definite-lived intangible asset impairments, and $3.1 million in acquisition and divestiture expenses related to our acquisition of Environmental Techniques and our divestiture of Bayou. Results also include tax expenses of $2.4 million related to impacts from the TCJA.\n(5)\n2016 results from continuing operations include pre-tax charges of $15.9 million related to our restructuring efforts and $2.7 million in acquisition expenses related to our acquisitions of Underground Solutions, Fyfe Europe, Concrete Solutions, LMJ and diligence on other targets. Results also include a pre-tax gain of $6.6 million in connection with the settlement of two longstanding lawsuits.\n(6)\nAll periods presented include amounts attributable to Aegion Corporation.\n(7) All amounts have been restated for the impact of discontinued operations.\n(8) Amounts include certain components of operations that are held for sale.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: tax expense, tax benefit. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02653", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nThe consolidated financial statements and the Report of Independent Registered Certified Public Accounting Firm thereon are filed pursuant to this Item 8 and are included in this report beginning on page.\nITEM 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 884940_2020.htm (CIK: 884940, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02654", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nThe following table sets forth information concerning the compensation of (i) all individuals serving as our principal executive officer or acting in a similar capacity during the last completed fiscal year (\u201cPEO\u201d), regardless of compensation level; (ii) our two most highly compensated executive officers other than the PEO who were serving as executive officers at the end of the last completed fiscal year, if any; and (iii) up to two additional individuals for whom disclosure would have been provided pursuant to paragraph (ii) but for the fact that the individual was not serving as an executive officer at the end of the last completed fiscal year (collectively, the \u201cNamed Executive Officers\u201d).\nSummary Compensation Table*\n*\nDoes not include perquisites and other personal benefits, or property, unless the aggregate amount of such compensation is more than $10,000. No executive officer earned any non-equity incentive plan compensation or nonqualified deferred compensation during the periods reported above.\n#\nThe fair value of stock issued for services computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 on the date of grant. The fair value of options granted computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 on the date of grant.\nWe do not provide our officers or employees with pension, stock appreciation rights, long-term incentive, profit sharing, retirement or other plans, although we may adopt one or more of such plans in the future.\nWe do not maintain any life or disability insurance on any of our officers.\nWe do not have any outstanding options, warrants or other securities which provide for the issuance of additional shares of our common stock as compensation for services of directors or officers.\nEmployment Agreements; Outstanding Equity Awards; Key Man Insurance\nEmployment Agreements\nThe Company does not have any employment agreements in place with any of its executive officers.\nOutstanding Equity Awards at Fiscal Year-End\nThe Company: (i) did not grant any stock options to its executive officers or directors during the year ended December 31, 2020; (ii) did not have any outstanding equity awards as of December 31, 2020; and (iii) had no options exercised by its Named Executive Officers in the fiscal year ended December 31, 2020.\nKey Man Insurance\nThe Company does not hold \u201cKey Man\u201d life insurance on any of its officers or directors.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1682265_2020.htm (CIK: 1682265, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02655", "source": "edgar", "source_license": "public_domain", "text": "Item 1A.\nRISK FACTORS\nYou should carefully consider the risks described below as well as other information provided to you in this document, including information in the section of this document entitled \u201cForward Looking Statements\u201d. If any of the following risks actually occur, our business, financial condition or results of operations could be materially adversely affected, the value of our common stock could decline, and you may lose all or part of your investment.\nRisks Related to Our Business\nOur business is subject to risks arising from epidemic diseases, such as the recent global outbreak of the COVID-19 coronavirus.\nThe outbreak of the coronavirus, COVID-19, which has been declared by the World Health Organization to be a pandemic has spread across the globe and is impacting worldwide economic activity. A pandemic, including COVID-19 or other public health epidemic, poses the risk that we or our employees, contractors, customers, suppliers, third party shipping carriers, government and other partners may be prevented from or limited in their ability to conduct business activities for an indefinite period of time, including due to the spread of the disease within these groups or due to shutdowns that may be requested or mandated by governmental authorities. The impact that COVID-19 could have on our business, the continued spread of COVID-19 and the measures taken by the governments of states and countries affected could disrupt, among other things, the supply chain and the manufacture or shipment of our products. Our laboratory operations, including laboratory employees, may be subject to closure or shut down due to the spread of the disease within these individuals, or as part of a larger scale government recommendation or mandate. Any disruption in our laboratory operations would have a material adverse effect on our business and would impede our ability to manufacture and ship products to our customers in a timely manner, or at all. Additionally, the demand for our skincare products may continue to significantly decline as COVID-19 continues to spread, including as a result of prioritization of customer financial resources toward essential household items or government-imposed quarantines that impede the ability of our customers to purchase our professional skincare product line through spas and medical offices that may not be considered essential businesses and are mandated to close for an indefinite amount of time. The occurrence of any of the foregoing events could have a material adverse effect on our business, financial condition and results of operations. The COVID-19 outbreak and mitigation measures have had and may continue to have an adverse impact on global economic conditions which could have an adverse effect on our business and financial condition. The extent to which the COVID-19 outbreak continues to affect our results will depend on future developments that are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity of the virus and the actions to contain its impact.\nOur business is at an early stage of development and we may not develop therapeutic products that can be commercialized.\nOur business is at an early stage of development. We do not have any products in late stage clinical trials. We are still in the early stages of identifying and conducting research on potential therapeutic products. Our potential therapeutic products will require significant research and development and pre-clinical and clinical testing prior to regulatory approval in the United States and other countries. We may not be able to obtain regulatory approvals, enter new and later stage clinical trials for any of our product candidates, or commercialize any products. Our product candidates may prove to have undesirable and unintended side effects or other characteristics adversely affecting their safety, efficacy or cost effectiveness that could prevent or limit their use.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1355790_2020.htm (CIK: 1355790, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02656", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\nYou should read the following discussion of our financial condition and results of operations in conjunction with the financial statements and the related notes included elsewhere in this Annual Report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Annual Report, particularly in \u201cSpecial Note Regarding Forward-Looking Statements and Industry Data\u201d and \u201cRisk Factors.\u201d\nOverview\nWe are a clinical-stage biotechnology company focused on developing immune modulators and precision therapies to improve the lives of patients with solid tumor cancers. Our primary focus is on developing immuno-oncology and targeted cancer therapies. Each of our product candidates has an innovative mechanism of action and addresses patient populations for which better therapies are needed. In addition, we use companion diagnostics where appropriate to allow us to select patients most likely to benefit from treatment with our product candidates. The most advanced product candidates that we or our partners are developing are identified below.\n\u2022\nBemarituzumab (FPA144) is an antibody that inhibits fibroblast growth factor receptor 2b, or FGFR2b, and that induces antibody-dependent cellular cytotoxicity that we are studying in a clinical trial in combination with 5-fluorouracil (5-FU), leucovorin and oxaliplatin, a standard-of-care chemotherapy regimen known as mFOLFOX6, as front-line treatment of patients with FGFR2b+, non-HER2+ gastric (stomach) or gastroesophageal junction, or GEJ, cancer. In December 2017, we granted Zai Lab (Shanghai) Co., Ltd., or Zai Lab, an exclusive license to develop and commercialize bemarituzumab in China, Hong Kong, Macau and Taiwan.\n\u2022\nFPT155 is a soluble CD80 fusion protein that enhances co-stimulation of T cells through CD28 that we are studying in a clinical trial in multiple cancers.\n\u2022\nFPA157 is an anti-CCR8 antibody that is engineered to deplete CCR8-expressing intratumoral regulatory CD4+ T cells. We are conducting IND-enabling activities for FPA157.\n\u2022\nBMS-986258 is an anti-T cell immunoglobulin and mucin domain-3, or TIM-3, antibody that our partner, BMS, is studying in a clinical trial in combination with Opdivo (nivolumab) in patients with advanced malignant tumors.\nOur product candidates are typically only-in-class, first-in-class or meaningfully differentiated from other in-class therapeutics. We generally look for single-agent activity or clear activity in, for example, tumor types that are rarely sensitive to checkpoint inhibitors.\nWe have two late-stage research programs. These programs arose from our prior in-house target discovery and validation and protein therapeutic generation and engineering capabilities, which we eliminated in 2019. We expect to advance each of these programs through preclinical development relying mostly on outsourced and contracted capabilities. In addition, we plan to supplement our product pipeline from time to time by selectively acquiring or licensing, on an exclusive basis, rights to product candidates from biotechnology and pharmaceutical companies.\nWe have no products approved for commercial sale and have not generated any revenue from product sales to date. We continue to incur significant research and development and other expenses related to our ongoing operations, and we expect that our expenses will increase as we advance our product candidates into later stages of clinical development and increase the number of product candidates in clinical development. We have incurred losses in almost every period since our inception in 2001. For the years ending December 31, 2020 and 2019, we reported a net loss of $84.3 million a", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1175505_2020.htm (CIK: 1175505, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02657", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nManagement\u2019s discussion and analysis should be read in conjunction with the consolidated financial statements and accompanying notes included in Item 8 of this Annual Report on Form 10-K (annual report), which include additional information about our accounting policies, practices and the transactions underlying our financial results. The preparation of our consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP) requires us to make estimates and assumptions that affect the reported amounts in our consolidated financial statements and the accompanying notes, including various claims and contingencies related to lawsuits, taxes, environmental and other matters arising during the normal course of business. We apply our best judgment, our knowledge of existing facts and circumstances and actions that we may undertake in the future in determining the estimates that affect our consolidated financial statements. We evaluate our estimates on an ongoing basis using our historical experience, as well as other factors we believe appropriate under the circumstances, such as current economic conditions, and adjust or revise our estimates as circumstances change. As future events and their effects cannot be determined with precision, actual results may differ from these estimates. Ball Corporation and its subsidiaries are referred to collectively as \u201cBall Corporation,\u201d \u201cBall,\u201d \u201cthe company,\u201d \u201cwe\u201d or \u201cour\u201d in the following discussion and analysis.\nOVERVIEW\nBusiness Overview and Industry Trends\nBall Corporation is one of the world\u2019s leading aluminum packaging suppliers. Our packaging products are produced for a variety of end uses, are manufactured in facilities around the world and are competitive with other substrates, such as plastics and glass. In the aluminum packaging industry, sales and earnings can be increased by reducing costs, increasing prices, developing new products, expanding volumes and making strategic acquisitions. We also provide aerospace and other technologies and services to governmental and commercial customers, including national defense hardware, antenna and video tactical solutions, civil and operational space hardware and system engineering services.\nWe sell our aluminum packaging products mainly to large, multinational beverage, personal care and household products companies with which we have developed long-term relationships. This is evidenced by our high customer retention and our large number of long-term supply contracts. While we have a diversified customer base, we sell a significant portion of our packaging products to major companies and brands, as well as to numerous regional customers. The overall global aluminum beverage and aerosol container industries are growing and are expected to continue to grow in the medium to long term. The primary customers for the products and services provided by our aerospace segment are U.S. government agencies or their prime contractors.\nWe purchase our raw materials from relatively few suppliers. We also have exposure to inflation, in particular the rising costs of raw materials, as well as other direct cost inputs. We mitigate our exposure to the changes in the costs of aluminum through the inclusion of provisions in contracts covering the majority of our volumes to pass through aluminum price changes, as well as through the use of derivative instruments. The pass-through provisions generally result in proportional increases or decreases in sales and costs with a greatly reduced impact, if any, on net earnings. Because of our customer and supplier concentration, our business, financial condition and results of operations could be adversely affected by the loss, insolvency or bankruptcy of a major customer or supplier or a change in a supply agreement with a major customer or supplier, although our", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 9389_2020.htm (CIK: 9389, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02658", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nOur Management\u2019s Discussion and Analysis contains forward-looking statements relating to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as \u201cmay\u201d, \u201cshould\u201d, \u201cintends\u201d, \u201cexpects\u201d, \u201cplans\u201d, \u201canticipates\u201d, \u201cbelieves\u201d, \u201cestimates\u201d, \u201cpredicts\u201d, \u201cpotential\u201d, or \u201ccontinue\u201d or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors which may cause our or our industry\u2019s actual results, levels of activity or performance to be materially different from any future results, levels of activity or performance expressed or implied by these forward-looking statements.\nAlthough we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity or performance. You should not place undue reliance on these statements, which speak only as of the date of this Annual Report. These cautionary statements should be considered with any written or oral forward-looking statements that we may issue in the future. You should read this Annual Report on Form 10-K with the understanding that our actual future results may be materially different from what we expect. All forward-looking statements speak only as of the date on which they are made. We undertake no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they are made, except as required by applicable law.\nManagement\u2019s discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements which have been prepared in accordance with accounting principles generally accepted in the United States of America (\u201cGAAP\u201d). The following discussion and analysis of financial condition and results of operations of the Company is based upon, and should be read in conjunction with, the audited consolidated financial statements and related notes elsewhere in this Annual Report on Form 10-K.\nOverview\nVitaxel Group Limited is a holding company incorporated under the laws of Nevada. Through our two wholly-owned subsidiaries, namely Vitaxel and Vionmall incorporated under the laws of the Country of Malaysia, we run and operate the e-commerce business. Vitaxel was organized and commenced business operations in 2014 and Vionmall was organized and commenced business operations in 2015.\nVitaxel is a global direct selling, multi-level marketing (\u201cMLM\u201d) company offering travel, entertainment, lifestyle and other products and services principally through electronic commerce commonly referred to as e-commerce.\nVionmall is an e-commerce business for retail sales direct to consumers. We do not develop or manufacture the products and services which we offer.\nResults of Operations\nFor the year ended December 31, 2020 compared to December 31, 2019\nRevenue\nWe recognized revenue of $18,872 and $83,508 for the years ended December 31, 2020 and 2019 respectively. The decrease in revenue for the year ended December 31, 2020 compared to the year ended December 31, 2019 was attributable to the decrease in revenue of VTrips in current year due to the pandemic, whereby VTrips offer travel packages through its online platform to the public and members of Vitaxel.\nCost of Sales\nCost of sales for the year ended December 31, 2020 was $14,404 compared to $74,122 for the year ended December 31, 2019. The decrease for the year ended December 31, 2020 was due to the decrease of revenue for the year ended December 31, 2020 as compared to the revenue for the year ended December 31, 2019.\nGross Profit\nGross profit for the year ended December 31, 2020 was $4,468 compared to $9,386 for the year ended December 31, 2019. Gross margin for the year ended December 31, 2020 was 23", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1623590_2020.htm (CIK: 1623590, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02659", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6.SELECTED FINANCIAL DATA\nWe are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1815903_2020.htm (CIK: 1815903, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02660", "source": "edgar", "source_license": "public_domain", "text": "Item 6.\nSelected Financial Data\nThe following table sets forth selected consolidated financial data of the Company. The selected consolidated balance sheet data as of December 26, 2020 and December 28, 2019 and the selected consolidated statements of income data for the years ended December 26, 2020, December 28, 2019, and December 29, 2018 were derived from the Company\u2019s audited Consolidated Financial Statements and the related notes thereto which are included in Item 8 of this annual report on Form 10-K. The selected consolidated balance sheet data as of December 29, 2018, December 30, 2017, and December 31, 2016 and the selected consolidated statements of income data for the years ended December 30, 2017 and December 31, 2016 were derived from the Company\u2019s audited Consolidated Financial Statements, not included herein.\nThe information set forth below is not necessarily indicative of the results of future operations and should be read together with \"Management's Discussion and Analysis of Financial Condition and Results of Operations\" and the Consolidated Financial Statements and notes to those statements included in Items 7 and 8 in Part II of this Form 10-K.\nThe Company adopted Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) effective beginning with the Company\u2019s first quarter of 2018. Adoption of the new revenue recognition standard was applied using the full retrospective method, and information for prior periods within Item 6 in Part II of this Form 10-K have been restated accordingly.\nIn the table presented below, the selected consolidated statements of income and selected balance sheet data for the years ended December 30, 2017 and December 31, 2016 have been restated in accordance with the Company\u2019s adoption of the new revenue recognition standard.\n(1) Our fiscal year-end is the last Saturday of the calendar year and does not always fall on December 31. All years presented contain 52 weeks, excluding fiscal 2016 which includes 53 weeks.\n(2) The following significant items are included in the Net income line that may affect comparability:\nIn 2020, a $14.3 million tax benefit was recognized resulting from the release of uncertain tax position reserves associated with a 2014 intercompany restructuring, partially offset by income tax expense of $11.0 million resulting from the revaluation of certain Switzerland tax assets related to the Switzerland tax reform transitional measures;\nIn 2019, a $118.0 million income tax benefit was recognized resulting from the revaluation and step-up of certain Switzerland tax assets as a result of the enactment of Switzerland Federal and Schaffhausen cantonal tax reform and related transitional measures;\nIn 2017, a $180.0 million income tax benefit was recognized, primarily related to the revaluation of certain Switzerland deferred tax assets resulting from the Company's election to align Switzerland corporate tax positions with global tax initiatives, partially offset by $22.6 million of income tax expense due to the expiration of certain share-based awards.\n(3) Dividends declared per share refers to the cash dividend per share that has been approved by shareholders in the given fiscal year. See Note 2 - Summary of Significant Accounting Policies, Dividends for additional detail.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax expense, deferred tax, tax benefit. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02661", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nThe risks set forth below, in addition to the other risks described in this Annual Report on Form 10-K, may adversely affect the Company's business, financial condition, strategic objectives, and operating results. In addition to the risks set forth below and the other risks described in this annual report, there may be additional risks and uncertainties that are not currently known to the Company or that the Company currently deems to be immaterial that could materially and adversely affect the Company's business, financial condition, strategic objectives, or operating results. As a result, past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods. Further, to the extent that any of the information contained in this Annual Report on Form 10-K constitutes forward-looking statements, the risk factors set forth below also are cautionary statements identifying important factors that could cause actual results to differ materially from those expressed in any forward-looking statements made by or on behalf of the Company.\nThe COVID-19 global pandemic affected all aspects of the company\u2019s business in 2020. The event of the pandemic is discussed in the Operating risk factor below, but it should be understood as affecting the overall risk environment and risk factors of the Company.\nRisk Factors Summary\nLending Risks\n\u2022Deterioration in the Housing Sector, Commercial Real Estate, and Related Markets May Adversely Affect Business and Financial Results.\n\u2022The Company\u2019s Emphasis on Commercial Lending May Expose the Company to Increased Lending Risks, Which Could Hurt Profits.\n\u2022As a Participating Lender in the Small Business Administration Paycheck Protection Program, the Company is Subject to Additional Risks of Litigation from Its Customers or Other Parties Regarding Its Processing of Loans for the Paycheck Protection Program, Which Could Have a Significant Adverse Impact On Its Business, Financial Position, Results of Operations, and Prospects.\n\u2022The Company is Subject to a Variety of Risks in Connection With Any Sale of Loans it May Conduct.\n\u2022The Company is Exposed to Risk of Environmental Liability When It Takes Title to Property.\nOperating Risks\n\u2022The COVID-19 Pandemic is Adversely Affecting, and Will Likely Continue to Adversely Affect, the Company\u2019s Business, Financial Condition, Liquidity, and Results of Operations.\n\u2022The Company is Subject to Security and Operational Risks Relating to the Use of Technology that Could Damage the Company's Reputation and Business.\n\u2022The Company Faces Cybersecurity Risks, Including Denial of Service Attacks, Hacking and Identity Theft that Could Result in the Disclosure of Confidential Information or the Creation of Unauthorized Transactions, Which Could Adversely Affect the Company\u2019s Business or Reputation and Create Significant Legal and Financial Exposure.\n\u2022Counterparties and Correspondents Expose the Company to Risks.\n\u2022The Company\u2019s Business is Reliant on Outside Vendors.\n\u2022Development of New Products and Services May Impose Additional Costs on the Company and May Expose It to Increased Operational Risk.\n\u2022The Discontinuation of LIBOR and the Emergence of One or More Alternative Benchmark Indices to Replace LIBOR Could Adversely Impact the Company\u2019s Business and Results of Operations.\nLiquidity Risks\n\u2022The Company's Wholesale Funding Sources May Prove Insufficient to Replace Deposits at Maturity and Support Operations and Future Growth.\n\u2022The Company's Ability to Service Our Debt, Pay Dividends, and Otherwise Pay Obligations as They Come Due Is Substantially Dependent on Capital Distributions from the Bank, and These Distributions Are Subject to Regulatory Limits and Other Restrictions. The Company\u2019s Stock Repurchase Program is also Dependent on These Distributions.\n\u2022The Loss Recorded in 2020 May Have an Adverse Effect on Future Dividend Payments to Common Shareholders.\n", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1108134_2020.htm (CIK: 1108134, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02662", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nAn investment in our securities involves a high degree of risk. You should consider carefully all of the risks described below, together with the other information contained in this Annual Report on Form 10-K, including our financial statements and related notes. If any of the following events occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations.\nWe are a newly formed company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.\nWe are a recently formed company with no operating results, and we will not commence operations until completing our initial business combination. Because we lack an operating history, you have no basis upon which to evaluate our ability to achieve our business objective of completing our initial business combination with one or more target businesses. We have no plans, arrangements or understandings with any prospective target business concerning a business combination and may be unable to complete our business combination. If we fail to complete our business combination, we will never generate any operating revenues.\nOur public stockholders may not be afforded an opportunity to vote on our proposed business combination, which means we may complete our initial business combination even though a majority of our public stockholders do not support such a combination.\nWe may not hold a stockholder vote to approve our initial business combination unless the business combination would require stockholder approval under applicable law or stock exchange listing requirements or if we decide to hold a stockholder vote for business or other legal reasons. Except as required by law, the decision as to whether we will seek stockholder approval of a proposed business combination or will allow stockholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors, such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek stockholder approval. Accordingly, we may complete our initial business combination even if holders of a majority of our public shares do not approve of the business combination we complete. Please see the section of this prospectus entitled \u201cProposed Business-Stockholders May Not Have the Ability to Approve Our Initial Business Combination\u201d for additional information.\nIf we seek stockholder approval of our initial business combination, our Initial Stockholders have agreed to vote in favor of such initial business combination, regardless of how our public stockholders vote.\nUnlike many other blank check companies in which the initial stockholders agree to vote their founder shares in accordance with the majority of the votes cast by the public stockholders in connection with an initial business combination, our Initial Stockholders have agreed to vote their founder shares, as well as any public shares purchased during or after the Public Offering, in favor of our initial business combination. As a result, in addition to our Initial Stockholders\u2019 Founder Shares, we would need 12,937,500 or approximately 37.5%, of the 34,500,000 public shares sold in the Public Offering to be voted in favor of a transaction (assuming all outstanding shares are voted) in order to have our initial business combination approved (assuming the over-allotment option is not exercised). Our Initial Stockholders will own shares representing 20% of our outstanding shares of common stock immediately following the completion of the Public Offering. Accordingly, if we seek stockholder approval of our in", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1819394_2020.htm (CIK: 1819394, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02663", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\n(1)In 2017, we adopted Accounting Standards Update 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes (\u201cASU 2015-17\u201d), as issued by the Financial Accounting Standards Board, which requires that deferred tax liabilities and assets be classified as non-current in a classified balance sheet. We adopted ASU 2015-17 on a retrospective basis. As a result, the working capital amounts as of December 31, 2016 have been reduced by $7.6 million to conform with the current year presentation of deferred tax assets as non-current assets.\n(2)As part of our new strategic plan, in the fourth quarter of 2019, we began reorganizing the Company into a functional structure and evaluated our hardware product portfolio and the operations of certain of our recent acquisitions. As a result of our annual goodwill and intangible asset impairment test in December 2019 performed in connection with the preparation of our financial statements for the fourth quarter and year ended December 31, 2019, we recorded an impairment charge of $35.2 million in the fourth quarter of 2019, which included $21.2 million in goodwill, $10.5 million in intangible assets associated with recent acquisitions, $1.4 million in intangible assets related to capitalized patents and $2.1 million in other asset write-downs. We also recorded a charge of $12.8 million in the fourth quarter of 2019, increasing our reserve for excess and obsolete inventory, based on our analysis of our inventory reserves in connection with our strategy to simplify our hardware product portfolio and cease selling certain products.\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, deferred tax. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02664", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nThese statements and data appear in Exhibit 99.1, which is incorporated herein by reference.\nITEM 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 21076_2020.htm (CIK: 21076, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02665", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.\nThe full text of our audited financial statements begins on page of this annual report.\nITEM 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1073748_2020.htm (CIK: 1073748, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02666", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.\nBUNKER HILL MINING CORP\nCONSOLIDATED FINANCIAL STATEMENTS\nSIX MONTHS ENDED DECEMBER 31, 2020\nAND YEARS ENDED JUNE 30, 2020 AND 2019\n(EXPRESSED IN UNITED STATES DOLLARS)\nBUNKER HILL MINING CORP.\nCONSOLIDATED FINANCIAL STATEMENTS\nSIX MONTHS ENDED DECEMBER 31, 2020 AND\nYEARS ENDED JUNE 30, 2020 AND 2019\n(EXPRESSED IN UNITED STATES DOLLARS)\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nTo the Board of Directors and Shareholders of Bunker Hill Mining Corp. (formerly Liberty Silver Corp.)\nOpinion on the Consolidated Financial Statements\nWe have audited the accompanying consolidated balance sheets of Bunker Hill Mining Corp. (the Company) as at December 31, 2020 and June 30, 2020, and the related consolidated statements of loss and comprehensive loss, cash flows, and changes in shareholders\u2019 deficiency for the six-month period ended December 31, 2020 and for the years ended June 30, 2020 and June 30, 2019, and the related notes (collectively referred to as the consolidated financial statements).\nIn our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as at December 31, 2020 and June 30, 2020, and the results of its consolidated operations and its consolidated cash flows for the six-month period ended December 31, 2020 and for the years ended June 30, 2020 and June 30, 2019, in conformity with accounting principles generally accepted in the United States of America.\nMaterial Uncertainty Related to Going Concern - See also Critical Audit Matter section below\nThe accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has suffered an accumulated deficit and recurring net losses and does not have sufficient working capital which raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.\nBasis for Opinion\nThese consolidated financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company\u2019s internal control over financial reporting. Accordingly, we express no such opinion.\nOur audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the conso", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1407583_2020.htm (CIK: 1407583, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02667", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7.\nMANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.\nOur fiscal year ends on the Saturday closest to January 31. Fiscal years 2019 and 2018 ended on February 1, 2020 (\u201cfiscal 2019\u201d) and February 2, 2019 (\u201cfiscal 2018\u201d), respectively. Fiscal years 2019 and 2018 each consisted of 52 weeks. The following discussion and analysis should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this Annual Report. All amounts disclosed are in thousands except store counts, share and per share data and percentages.\nFor purposes of this Annual Report, the \u201cCompany,\u201d \u201cwe,\u201d and \u201cour,\u201d refer to VHC and our wholly owned subsidiaries, including Vince Intermediate Holding, LLC and Vince, LLC. References to \u201cKellwood\u201d refer, as applicable, to Kellwood Holding, LLC and its consolidated subsidiaries (including Kellwood Company, LLC) or the operations of the non-Vince businesses after giving effect to the Restructuring Transactions and prior to the Kellwood Sale. References to \u201cVince,\u201d \u201cRebecca Taylor\u201d or \u201cParker\u201d refer only to the referenced brands.\nOn November 3, 2019, Vince, LLC, an indirectly wholly owned subsidiary of VHC, completed its acquisition (the \u201cAcquisition\u201d) of 100% of the equity interests of Rebecca Taylor, Inc. and Parker Holding, LLC (collectively, the \u201cAcquired Businesses\u201d) from Contemporary Lifestyle Group, LLC (\u201cCLG\u201d). Because the Acquisition was a transaction between commonly controlled entities, GAAP requires the retrospective combination of the entities for all periods presented as if the combination had been in effect since the inception of common control. Accordingly, the Company\u2019s audited financial statements included in this Annual Report, including for the fiscal year ended February 2, 2019, reflect the retrospective combination of the entities as if the combination had been in effect since inception of common control. See Note 2 \u201cBusiness Combinations\u201d to the Consolidated Financial Statements in this Annual Report for further information.\nThis discussion contains forward-looking statements involving risks, uncertainties and assumptions that could cause our results to differ materially from expectations. For a discussion of the risks facing our business, see \u201cItem 1A - Risk Factors\u201d included in this Annual Report.\nRecent Developments\nThe spread of the novel coronavirus (\u201cCOVID-19\u201d), which was declared a pandemic by the World Health Organization in March 2020, has caused state and municipal public officials to mandate jurisdiction-wide curfews, including \u201cshelter-in-place\u201d and closures of most non-essential businesses as well as other measures to mitigate the spread of the virus. While we continue to serve our customers through our online e-commerce websites, we were forced to shut down all of our domestic and international retail locations alongside other retailers, including our wholesale partners, which has resulted in a sharp decline in our revenue and ability to generate cash flows from operations. Although certain jurisdictions have since loosened the restrictive orders and a limited number of our retail stores have re-opened, the extent of the negative impact of COVID-19 on our operations remains uncertain and potentially wide-spread.\nWe have taken various measures in response to COVID-19, including:\n\u2022\nentering into amendments to our 2018 Term Loan Facility as well as our 2018 Revolving Credit Facility to provide additional liquidity and amend certain financial covenants to allow increased operational flexibility (See Note 15 \u201cSubsequent Events\u201d to the Consolidated Financial Statements in this Annual Report for more details on these amendments);\n\u2022\nfurloughing all of our retail store associates as well as a significant portion of our corporate associates;\n\u2022\ntemporarily reducing retained employee salaries and board retainer fees;\n\u2022\nengaging in active discussions with landlords to address the current operating environment in", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1579157_2020.htm (CIK: 1579157, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02668", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.\nOur audited consolidated financial statements begin on page of this annual report.\nITEM 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1061219_2020.htm (CIK: 1061219, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02669", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nREPORT OF MANAGEMENT ON INTERNAL CONTROL OVER FINANCIAL REPORTING\nManagement is responsible for establishing and maintaining an adequate system of internal control over financial reporting as defined in Rule 13a-15(f) of the Securities Exchange Act of 1934. The Company\u2019s system of internal control over financial reporting is designed, under the supervision of the Chief Executive Officer and the Chief Financial Officer, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.\nBecause of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.\nManagement assessed the effectiveness of the Company\u2019s system of internal control over financial reporting as of December 31, 2020 based on the framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control - Integrated Framework (2013). Based on that assessment, management concluded that, as of December 31, 2020, the Company\u2019s internal control over financial reporting is effective.\nThe Company\u2019s internal control over financial reporting as of December 31, 2020 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their accompanying report, appearing on page 96, which expresses an unqualified opinion on the effectiveness of the Company\u2019s internal control over financial reporting.\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nTo the Shareholders and Board of Directors of\nCitizens Financial Group, Inc.\nProvidence, Rhode Island\nOpinion on the Consolidated Financial Statements\nWe have audited the accompanying consolidated balance sheets of Citizens Financial Group, Inc. and its subsidiaries (the \"Company\") as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive income, changes in stockholders' equity, and cash flows, for each of the three years in the period ended December 31, 2020, and the related notes (collectively referred to as the \"consolidated financial statements\"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.\nWe have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 23, 2021, expressed an unqualified opinion on the Company's internal control over financial reporting.\nChange in Accounting Principle\nAs described in Notes 1 and 5 to the consolidated financial statements, the Company changed its method for estimating the allowance for credit losses on January 1, 2020 due to the adoption of Financial Instruments - Credit Losses (Topic 326).\nBasis for Opinion\nThese consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be in", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 759944_2020.htm (CIK: 759944, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02670", "source": "edgar", "source_license": "public_domain", "text": "Item 11.Executive Compensation.\nThe information required by this item is incorporated herein by reference to the sections labeled \u201cExecutive Compensation,\u201d \u201cDirector Compensation,\u201d and \u201cCorporate Governance - Personnel and Compensation Committee\u201d in the Proxy Statement.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1488917_2020.htm (CIK: 1488917, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02671", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\nThe selected historical balance sheet and statement of operations information presented as of December 31, 2020, 2019, 2018, 2017 and 2016 and for the years then ended have been derived from our audited historical consolidated financial statements. The following table should be read together with, and is qualified in its entirety by reference to, our historical consolidated financial statements and the accompanying notes included elsewhere in this Annual Report. The table should also be read together with \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\u201d\nThe following table presents our selected historical financial and operating data as of the dates and for the periods indicated.\n(1)Earnings per share is presented for the years ended December 31, 2020, 2019, 2018, 2017 and 2016. See Note 9 \u201cEquity\u201d to our consolidated financial statements included in Part II, Item 8 of this Annual Report of this Form 10-K for calculation of earnings per share for the years ended December 31, 2020, 2019 and 2018.\n(2)Gross margin is home sales revenues less cost of sales.\n(3)Calculated as a percentage of home sales revenues.\n(4)Adjusted gross margin is a non-GAAP financial measure used by management as a supplemental measure in evaluating operating performance. We define adjusted gross margin as gross margin less capitalized interest and adjustments resulting from the application of purchase accounting included in the cost of sales. Our management believes this information is useful because it isolates the impact that capitalized interest and purchase accounting adjustments have on gross margin. However, because adjusted gross margin information excludes capitalized interest and purchase accounting adjustments, which have real economic effects and could impact our results, the utility of adjusted gross margin information as a measure of our operating performance may be limited. In addition, other companies may not calculate adjusted gross margin information in the same manner that we do. Accordingly, adjusted gross margin information should be considered only as a supplement to gross margin information as a measure of our performance. Please see \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations-Non-GAAP Measures\u201d for a reconciliation of adjusted gross margin to gross margin, which is the GAAP financial measure that our management believes to be most directly comparable.\n(5)EBITDA and Adjusted EBITDA are non-GAAP financial measures used by management as supplemental measures in evaluating operating performance. We define EBITDA as net income before (i) interest expense, (ii) income taxes, (iii) depreciation and amortization and (iv) capitalized interest charged to the cost of sales. We define adjusted EBITDA as net income before (i) interest expense, (ii) income taxes, (iii) depreciation and amortization, (iv) capitalized interest charged to the cost of sales, (v) loss on extinguishment of debt, (vi) other income, net and (vii) adjustments resulting from the application of purchase accounting. Our management believes that the presentation of EBITDA and adjusted EBITDA provides useful information to investors regarding our results of operations because it assists both investors and management in analyzing and benchmarking the performance and value of our business. EBITDA and adjusted EBITDA provide indicators of general economic performance that are not affected by fluctuations in interest rates or effective tax rates, levels of depreciation or amortization and items considered to be unusual or non-recurring. Accordingly, our management believes that these measures are useful for comparing general operating performance from period to period. Other companies may define these measures differently and, as a result, our measures of EBITDA and adjusted EBITDA may not be directly comparable to the measures of other companies. Although we use EBIT", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax rate. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02672", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data.\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nTo the shareholders and the Board of Directors of Meritor, Inc.\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheets of Meritor, Inc. and subsidiaries (the \"Company\") as of September 27, 2020 and September 29, 2019, the related consolidated statements of operations, comprehensive income, equity, and cash flows, for each of the three years in the period ended September 27, 2020, and the related notes (collectively referred to as the \"financial statements\"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of September 27, 2020 and September 29, 2019, and the results of its operations and its cash flows for each of the three years in the period ended September 27, 2020, in conformity with accounting principles generally accepted in the United States of America.\nWe have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of September 27, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated November 12, 2020, expressed an unqualified opinion on the Company's internal control over financial reporting.\nBasis for Opinion\nThese financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\nCritical Audit Matter\nThe critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.\nContingencies - Asbestos -Rockwell -Refer to Note 22 to the financial statements\nCritical Audit Matter Description\nReserves related to these claims consist of the projected indemnity and defense costs of pending and future asbestos-related claims. The Company engaged a third-party advisor with extensive experience in assessing asbestos-related liabilities to conduct a study to estimate its potential undiscounted liability for pending and future asbestos-related cla", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1113256_2020.htm (CIK: 1113256, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02673", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nThe information required by this item appears in a separate section of this Annual Report on Form 10-K beginning on page and is incorporated herein by reference.\nITEM 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1742927_2020.htm (CIK: 1742927, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02674", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk.\nWe are a smaller reporting company as defined by Item 10 of Regulation S-K and are not required to provide the information otherwise required under this Item.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1789972_2020.htm (CIK: 1789972, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02675", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\n36 Overseas Shipholding Group, Inc.\nOVERSEAS SHIPHOLDING GROUP, INC. AND SUBSIDIARIES\nCONSOLIDATED BALANCE SHEETS\nDOLLARS IN THOUSANDS\nSee notes to consolidated financial statements\n37 Overseas Shipholding Group, Inc.\nOVERSEAS SHIPHOLDING GROUP, INC. AND SUBSIDIARIES\nCONSOLIDATED STATEMENTS OF OPERATIONS\nDOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS\nSee notes to consolidated financial statements\n38 Overseas Shipholding Group, Inc.\nOVERSEAS SHIPHOLDING GROUP, INC. AND SUBSIDIARIES\nCONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME\nDOLLARS IN THOUSANDS\nSee notes to consolidated financial statements\n39 Overseas Shipholding Group, Inc.\nOVERSEAS SHIPHOLDING GROUP, INC. AND SUBSIDIARIES\nCONSOLIDATED STATEMENTS OF CASH FLOWS\nDOLLARS IN THOUSANDS\nSee notes to consolidated financial statements\n40 Overseas Shipholding Group, Inc.\nOVERSEAS SHIPHOLDING GROUP, INC. AND SUBSIDIARIES\nCONSOLIDATED STATEMENTS OF CHANGES IN EQUITY/(DEFICIT)\nDOLLARS IN THOUSANDS\nSee notes to consolidated financial statements\n41 Overseas Shipholding Group, Inc.\nOVERSEAS SHIPHOLDING GROUP, INC. AND SUBSIDIARIES\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\nDOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS\nNOTE 1 - BASIS OF PRESENTATION AND DESCRIPTION OF BUSINESS\nThe consolidated financial statements include the accounts of Overseas Shipholding Group, Inc., a Delaware corporation incorporated in 1969, and its wholly owned subsidiaries (the \u201cCompany\u201d or \u201cOSG\u201d, or \u201cwe\u201d or \u201cus\u201d or \u201cour\u201d), including Alaska Tanker Company (\u201cATC\u201d) as of its March 12, 2020 acquisition date.\nThe Company owns and operates a fleet of oceangoing vessels engaged primarily in the transportation of crude oil and refined petroleum products in the U.S. Flag trade. All significant intercompany balances and transactions have been eliminated in consolidation. At December 31, 2019, investments in 50% or less owned affiliated companies, in which the Company exercises significant influence, are accounted for by the equity method. Dollar amounts, except per share amounts, are in thousands.\nIn March 2020, the World Health Organization declared the outbreak of a novel coronavirus (\u201cCOVID-19\u201d) as a pandemic, which continues to affect the United States and the world. COVID-19 and its direct and indirect consequences have caused significant volatility in U.S. and international markets, and there is significant uncertainty around the breadth and duration of business disruptions related to COVID-19, as well as its impact on the U.S. and international economies. The COVID-19 pandemic is a dynamic and continuously evolving phenomenon and the ultimate severity of the outbreak, and its effect on the Company\u2019s business in the future, is uncertain.\nNOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES\n1. Cash and cash equivalents - Interest-bearing deposits that are highly liquid investments and have a maturity of three months or less when purchased are included in cash and cash equivalents. Restricted cash as of December 31, 2020 and 2019 was related to the Company\u2019s Unsecured Senior Notes as defined in Note 8, \u201cDebt\u201d.\n2. Vessels, vessel lives, deferred drydocking expenditures and other property - Vessels are recorded at cost and are depreciated to their estimated salvage value on the straight-line basis over the estimated useful lives of the vessels, which are generally 25 years (except for new ATBs for which estimated useful lives of 30 years are used).\nOther property, including leasehold improvements, are recorded at cost and amortized on a straight-line basis over the shorter of the terms of the leases or the estimated useful lives of the assets, which range from three years to 15 years.\nInterest costs are capitalized to vessels and other property during the period that vessels are under construction and projects are in progress. During the years ended December 31, 2020 and 2019, interest costs capitalized were $3,717 and $3,636, respectively.\nExpenditures incurred duri", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 75208_2020.htm (CIK: 75208, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02676", "source": "edgar", "source_license": "public_domain", "text": "Item 1A.RISK FACTORS\nOur operations and financial results are subject to various risks and uncertainties including those described below. You should consider carefully the risks and uncertainties described below, in addition to other information contained in this Annual Report on Form 10-K, including our consolidated financial statements and related notes. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business. If any of the following risks or others not specified below materialize, our business, financial condition and results of operations could be materially and adversely affected. In that case, the trading price of our common stock could decline.\nRisks Relating to Our Business\nOur proprietary brand offerings expose us to various risks.\nWe expect to continue to grow our portfolio of proprietary brand offerings. We have invested in development and procurement resources and marketing efforts relating to these proprietary brand offerings. Although we believe that our proprietary brand products offer value to our customers at each price point and provide us with higher gross margins than comparable third-party branded products we sell, the expansion of our proprietary brand offerings also subjects us to certain specific risks in addition to those discussed elsewhere in this section, such as:\n\u2022Potential mandatory or voluntary product recalls;\n\u2022Our ability to successfully obtain, maintain, protect and enforce our intellectual property and proprietary rights (including defending against counterfeit, knock offs, grey-market, infringing or otherwise unauthorized goods); and\n\u2022Our ability to successfully navigate and avoid claims related to the proprietary rights of third parties.\nAn increase in sales of our proprietary brands may also adversely affect our sales of our vendors\u2019 products, which may, in turn, adversely affect our relationship with our vendors. Our failure to adequately address some or all of these risks could have a material adverse effect on our business, results of operations and financial condition.\nOur competitors and potential competitors may develop products and technologies that are more effective or commercially attractive than our products.\nOur products compete against national and regional products and private label products produced by various suppliers, many of which are established companies that provide products that perform functions similar to our products. Our competitors may develop or market products that are more effective or commercially attractive than our current or future products. Some of our competitors have substantially greater financial, operational, marketing and technical resources than we do. Moreover, some of these competitors may offer a broader array of products and sell their products at prices lower than ours, and may have greater name recognition. In addition, if demand for our specialty indoor gardening supplies and products continues to grow, we may face competition from new entrants into our field. Due to this competition, there is no assurance that we will not encounter difficulties in generating or increasing revenues and capturing market share. In addition, increased competition may lead to reduced prices and/or margins for products we sell. We may not have the financial resources, relationships with key suppliers, technical expertise or marketing, distribution or support capabilities to compete successfully in the future.\nWe may not successfully develop new products or improve existing products or maintain our effectiveness in reaching consumers through rapidly evolving communication vehicles.\nOur future success depends, in part, upon our ability to improve our existing products and to develop, manufacture and market new products to meet evolving consumer needs. We cannot be certain t", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1695295_2020.htm (CIK: 1695295, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02677", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nThe impact of the COVID-19 pandemic and the measures implemented to contain the spread of the virus have had, and are expected to continue to have, a material adverse impact on our business and results of operations.\nOur operations expose us to risks associated with public health crises and epidemics/pandemics, such as the novel strain of coronavirus (COVID-19) that has spread globally. COVID-19 has had, and will continue to have, an adverse impact on our operations, including the temporary closure of all of our company-owned salons and almost all of our franchise locations for most of the fourth quarter of fiscal year 2020; implementation of a furlough program in the fourth quarter for a substantial majority of our workforce across our corporate office, field support and distribution centers; and temporary reductions in the pay for executives and other working employees at different levels for approximately two months during the fourth quarter of fiscal year 2020. The pandemic may affect the health and welfare of our stylist community, customers, franchise partners or headquarters personnel. As of the date of this filing, a majority of our company-owned and franchise salons have re-opened after having been temporarily closed for several weeks and/or months during the fourth quarter of fiscal year 2020. While most of our salons have been able to re-open, we expect that states may decide to again require the closure of salons as the level of COVID-19 positive cases continue to fluctuate, as we have already seen in California. Each time we are required to close and re-open salons, we will continue to experience the risks and business impacts described here, and further requirements to again close salons or limit and/or modify services or operations may exacerbate these impacts.\nThe unprecedented uncertainty surrounding COVID-19, including the rapidly changing governmental directives, public health challenges and progress, macroeconomic consequences and market reactions thereto, makes it more challenging for our management to estimate the future performance of our business and develop strategies to resume and/or continue operations or generate growth or achieve our initial or any revised objectives for calendar year 2020 and fiscal year 2021. In particular, the uncertainty around COVID-19 will likely delay and/or impair our ability to convert to a fully-franchised model by the end of calendar year 2020 as we had previously expected or for the net cash proceeds we had expected, and we may need to explore other transactions, such as closing or selling off certain salons.\nIn addition, as our stores are able to resume operations, some of our franchisees, many of whom were in the early stages of developing their businesses prior to the onset of the pandemic, have chosen or may choose not to due to a variety of factors, resume operation of their salons and/or they are facing challenges rehiring employees, reestablishing operations with their landlords and other vendors, and attracting customers back to their salons. As a result, in addition to our prior decision to suspend collection of franchise ad fund fees from our franchisees from April 1, 2020 through June 30, 2020, many of our franchisees have requested reductions or other modifications to their royalty payments or other amounts due to us, which may be critical to their ability to reestablishing operations, and they may simply be unable or unwilling to make lease, royalty or other payments to us and may be unable to continue to operate or need to close the salon. The removal or reduction of these payments, including the added expense associated with closed locations where the Company may have residual lease liability, has and is expected to continue to adversely impact our revenues and cash flows. Customers and employees may be cautious about returning to personal service providers, and we and our franchisees are incurring substantial additional costs to ens", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 716643_2020.htm (CIK: 716643, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02678", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.\nWe are a smaller reporting company and therefore, we are not required to provide information required by this Item of Form 10-K.\nITEM 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1525852_2020.htm (CIK: 1525852, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02679", "source": "edgar", "source_license": "public_domain", "text": "Item 7A.Quantitative and Qualitative Disclosures About Market Risk\nGeneral. The majority of our assets and liabilities are monetary in nature. Consequently, our most significant form of market risk has historically been interest rate risk. In general, our assets, consisting primarily of mortgage loans, have longer maturities than our liabilities, consisting primarily of deposits and advances from the FHLB of Cincinnati. As a result, a fundamental component of our business strategy is to manage interest rate risk and limit the exposure of our net interest income\nto changes in market interest rates. Accordingly, our Board of Directors has established risk parameter limits deemed appropriate given our business strategy, operating environment, capital, liquidity and performance objectives. Additionally, our Board of Directors has authorized the formation of an Asset/Liability Management Committee comprised of key operating personnel, which is responsible for managing this risk in a matter that is consistent with the guidelines and risk limits approved by the Board of Directors. Further, the Board has established the Directors Risk Committee, which, among other responsibilities, conducts regular oversight and review of the guidelines, policies and deliberations of the Asset/Liability Management Committee. We have sought to manage our interest rate risk in order to control the exposure of our earnings and capital to changes in interest rates. As part of our ongoing asset-liability management, we use the following strategies to manage our interest rate risk:\n(i)marketing adjustable-rate and shorter-maturity (10-year, fixed-rate mortgage) loan products;\n(ii)lengthening the weighted average remaining term of major funding sources, primarily by offering attractive interest rates on deposit products, particularly longer-term certificates of deposit, and through the use of longer-term advances from the FHLB of Cincinnati (or shorter-term advances converted to longer-term durations via the use of interest rate exchange contracts that qualify as cash flow hedges) and longer-term brokered certificates of deposit;\n(iii)investing in shorter- to medium-term investments and mortgage-backed securities;\n(iv)maintaining the levels of capital in excess of what is required for \"well capitalized\" designation; and\n(v)securitizing and/or selling long-term, fixed-rate residential real estate mortgage loans.\nDuring the fiscal year ended September 30, 2020, $618.7 million of agency-compliant, long-term, fixed-rate mortgage loans were sold to Fannie Mae on a servicing retained basis. Additionally, during the fiscal year ended September 30, 2020 $225.6 million of fixed-rate loans were sold on a servicing retained basis to private investors. At September 30, 2020, $36.9 million of agency-compliant, long-term, fixed-rate residential first mortgage loans were classified as \"held for sale\". Of the agency compliant loan sales during the fiscal year ended September 30, 2020, $93.7 million was comprised of long-term, (15 to 30 years), fixed-rate first mortgage loans which were sold under Fannie Mae's Home Ready program; and $525.0 million was comprised of long-term (15 to 30 years), fixed-rate first mortgage refinance loans which were sold to Fannie Mae, as described in the next paragraph. At September 30, 2020, the principal balance of loan sales included $34.2 million in contracts pending settlement.\nFirst mortgage loans (primarily fixed-rate, mortgage refinances with terms of 15 years or more, and Home Ready) are originated under Fannie Mae procedures and are eligible for sale to Fannie Mae either as whole loans or within mortgage-backed securities. We expect that certain loan types (i.e. our Smart Rate adjustable-rate loans, home purchase fixed-rate loans and 10-year fixed-rate loans) will continue to be originated under our legacy procedures, which are not eligible for sale to Fannie Mae. For loans that are not originated under Fannie Mae procedures, the Assoc", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1381668_2020.htm (CIK: 1381668, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02680", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk\nMarket risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily a result of exposure due to potential changes in inflation or interest rates. We do not hold financial instruments for trading purposes.\nInterest Rate Risk\nAs of December 31, 2020, we had cash, cash equivalents and restricted cash of $419,725, which are held for working capital purposes. We do not make investments for trading or speculative purposes. As of December 31, 2020, we had total outstanding debt of $0 as we paid off our debt and related interest and prepayment penalties on August 11, 2020; our previous Hercules Debt Agreement bore interest at a floating rate equal to the greater of (a) 9.75% or (b) the sum of the prime rate plus 5.00%.\nInflation Risk\nBased on our analysis of the periods presented, we believe that inflation has not had a material effect on our operating results. There can be no assurance that future inflation will not have an adverse impact on our operating results and financial condition.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1564406_2020.htm (CIK: 1564406, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02681", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors.\nRisk Factors\nWe are identifying important risks and uncertainties that could affect the Company's results of operations, financial condition or business and that could cause them to differ materially from the Company's historical results of operations, financial condition or business, or those contemplated by forward-looking statements made herein or elsewhere, by, or on behalf of, the Company. Factors that could cause or contribute to such differences include, but are not\nlimited to, those factors described below. The risk factors highlighted below are not necessarily the only ones that the Company faces.\nPublic health threats or outbreaks of communicable diseases has adversely affected, and is expected to continue to adversely effect on the Company's operations and financial results. The Company and the Bank may face risks related to public health threats or outbreaks of communicable diseases. A widespread healthcare crisis, such as an outbreak of a communicable disease could adversely affect the global economy and the Company's financial performance. For example, the ongoing global Coronavirus Disease 2019 (COVID-19) pandemic has destabilized the financial markets in which the Bank operates, and likely will continue to cause significant disruption in the global economies and financial markets, including the Bank's local markets. The Company and the Bank are dependent upon the willingness and ability of the Bank's customers to conduct banking and other financial transactions. In reaction to and as preventative measure to attempt to slow the spread of the pandemic, government authorities have in many states and municipalities implemented mandatory closures, shelter-in-place orders, and social distancing protocols, including orders within many of the geographic areas that the Bank operates. Although the Bank is typically considered an essential business, access to its branches and office locations have been restricted at times for the safety of its employees and customers. Limiting customers' access to the Bank's physical business could prevent some customers from transacting with the Bank and lower demand for lending and other services offered by the Bank, adversely affecting the Bank's and the Company's cash flows, financial condition, results of operations, profitability and asset quality and could continue to do so for an indefinite period of time. This could have a material adverse effect on the Bank's and Company's results of operations, financial condition, and liquidity. In particular, the continued spread of COVID-19 and efforts to contain the virus could:\n\u25cfnegatively impact customer demand of the Bank's lending and related services;\n\u25cfcause the Bank to experience an increase in costs as a result of the Bank implementing operational\nchanges to accommodate its newly-remote workforce;\n\u25cfcause delayed payments from customers and uncollectible accounts, defaults, foreclosures, and declining\ncollateral values, resulting in losses to the Bank and the Company;\n\u25cfresult in losses on the Bank's investment portfolio, due to volatility in the markets and lower trading\nvolume driven by economic uncertainty;\n\u25cfcause market interest rates to continue to decline, which could adversely affect the Bank's and the\nCompany's net interest income and profitability;\n\u25cfcause the Bank's credit losses to grow substantially; and\n\u25cfimpact availability of qualified personnel.\nThe situation surrounding COVID-19 remains uncertain and the potential for a material adverse impact on the Bank and the Company increases the longer the virus impacts activity levels in the United States and globally. The ultimate extent of the negative impact on the Bank and the Company are highly uncertain and cannot be predicted. The Bank and the Company continue to adapt to the changing dynamics of the COVID-19 impacts to the economy, needs of employees and customers, and authoritative measures mandated by federal, state, and local governments. However,", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 893847_2020.htm (CIK: 893847, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02682", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations\nYou should read the following discussion and analysis and our financial statements and related notes included elsewhere in this Annual Report. The following discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those expressed or implied in any forward-looking statements as a result of various factors, including those set forth under the caption \u201cRisk Factors,\u201d under Part I, Item 1A of this Annual Report.\nOVERVIEW\nWe are a clinical-stage biopharmaceutical company focused on discovering and developing first-in-class drugs targeting microRNAs to treat diseases with significant unmet medical need. We were formed in 2007 when Alnylam and Ionis contributed significant intellectual property, know-how and financial and human capital to pursue the development of drugs targeting microRNAs pursuant to a license and collaboration agreement. Our most advanced product candidates are RG-012 and RGLS4326. RG-012 is an anti-miR targeting miR-21 for the treatment of Alport syndrome, a life-threatening kidney disease with no approved therapy available. In November 2018, we and Sanofi agreed to transition further development activities of our miR-21 programs, including our RG-012 program, to Sanofi. As a result, Sanofi became responsible for all costs incurred in the development of our miR programs. The transition activities were completed in the second quarter of 2019. RGLS4326 is an anti-miR targeting miR-17 for the treatment of ADPKD. In addition to these clinical programs, we continue to develop a pipeline of preclinical drug product candidates.\nSince our inception through December 31, 2020, we have relied primarily on the sale of our equity and convertible debt securities to fund company operations. We have received $361.8 million from the sale of our equity and convertible debt securities, $101.8 million from our collaborations, principally from upfront payments, research funding and preclinical and clinical milestones, and $19.8 million in net proceeds from our Term Loan. As of December 31, 2020, we had cash and cash equivalents of approximately $31.1 million.\nFINANCIAL OPERATIONS OVERVIEW\nRevenue\nOur revenues generally consist of upfront payments for licenses or options to obtain licenses in the future, milestone payments and payments for other research services under collaboration agreements.\nIn the future, we may generate revenue from a combination of license fees and other upfront payments, payments for research and development services, milestone payments, product sales and royalties in connection with strategic collaborations. We expect that any revenue we generate will fluctuate from quarter-to-quarter as a result of the timing of our achievement of preclinical, clinical, regulatory and commercialization milestones, if at all, the timing and amount of payments relating to such milestones and the extent to which any of our products are approved and successfully commercialized by us or our strategic collaboration partners. If our current or future collaboration partners do not elect or otherwise agree to fund our development costs pursuant to our current or future strategic collaboration agreements, or we or our strategic collaboration partner fails to develop product candidates in a timely manner or obtain regulatory approval for them, our ability to generate future revenues, and our results of operations and financial position would be adversely affected.\nResearch and development expenses\nResearch and development expenses consist of costs associated with our research activities, including our drug discovery efforts and the development of our therapeutic programs. Our research and development expenses include:\n\u2022employee-related expenses, including salaries, benefits, travel and stock-based compensation expense;\n\u2022external research and development expenses incurred", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1505512_2020.htm (CIK: 1505512, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02683", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6 - SELECTED FINANCIAL DATA\nThe following tables set forth the selected consolidated financial data for each of the fiscal years in the five-year period ended August 31, 2020. We derived the selected consolidated financial data from our audited consolidated financial statements, which should be read in conjunction with Item 7, Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations in Part II of this Annual Report on Form 10-K and our consolidated financial statements and the related notes included elsewhere in this report.\nNotes to Five-Year Summary\n[a] Effective June 1, 2017, we acquired DILIsym Services, Inc. and incurred approximately $620,000 of acquisition related costs in FY2017.\n[b] In FY2018 we posted a $1.5 million deferred tax benefit due to the effect of new tax rates enacted under the Tax Cuts and Jobs Act of 2017.\n[c] Effective April, 2020, we acquired Lixoft and incurred approximately $1,416,000 of acquisition-related costs in FY2020.\n[d] In August 2020 the company issued 2,090,909 of shares in a follow-on public offering, priced at $55.00 per share. Net proceeds from this offering after underwriting discounts and commissions and other offering expenses were $107.7 million.\nITEM 7", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: deferred tax, tax rate, tax benefit. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02684", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nRisk Factor Summary\nBelow is a summary of the principal factors that make an investment in our common stock speculative or risky. This summary does not address all of the risks that we face and stockholders should carefully consider the following summary, together with the full risk factors contained below in this \u201cRisk Factors\u201d section and all the other information included in this Annual Report on Form 10-K, in evaluating the Company and our business. If any of the following risks actually occur, our business, financial condition and results of operations could be materially and adversely affected, and stockholders may lose all or part of their investment. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations.\nRisks Related to Our Business\n\u2022We currently have not identified all of the credit investments, properties or other real estate-related assets we intend to purchase. For this and other reasons, an investment in our shares is speculative.\n\u2022There is no public trading market for our common stock, and there may never be one because shares of our common stock will not be listed on an exchange for the foreseeable future, if ever, and we are not required to provide for a liquidity event.\n\u2022Our estimated per share NAV is an estimate as of a given point in time and likely will not represent the amount of net proceeds that would result if we were liquidated or dissolved or completed a merger or other sale.\n\u2022We may be unable to pay or maintain cash distributions or increase distributions over time.\n\u2022We operate in a highly competitive market for lending and investment opportunities, which may limit our ability to originate or acquire desirable loans and investments in our target assets.\n\u2022Commercial real estate-related investments that are secured, directly or indirectly, by real property are subject to delinquency, foreclosure and loss, which could result in losses to us.\nRisks Related to Conflicts of Interest\n\u2022Our manager and its affiliates face conflicts of interest caused by their compensation arrangements with us, including significant compensation that may be required to be paid to our manager if our manager is terminated.\n\u2022Our officers, certain of our directors and our manager, including its personnel and officers, face conflicts of interest related to the positions they hold with affiliated and unaffiliated entities.\nRisks Related to Our Corporate Structure\n\u2022Our stockholders\u2019 interest in us will be diluted if we issue additional shares.\n\u2022The limit on the percentage of shares of our common stock that any person may own may discourage a takeover or business combination that may benefit our stockholders.\nGeneral Risks Related to Real Estate Assets\n\u2022Adverse economic, regulatory and geographic conditions that have an impact on the real estate market in general may prevent us from being profitable or from realizing growth in the value of our real estate properties, and could have a significant negative impact on us.\n\u2022We are primarily dependent on single-tenant leases for our revenue and, accordingly, if we are unable to renew leases, lease vacant space, including vacant space resulting from tenant defaults, or re-lease space as leases expire on favorable terms or at all, our financial condition could be adversely affected.\n\u2022We have assumed, and in the future may assume, liabilities in connection with our property acquisitions, including unknown liabilities.\n\u2022Pandemics or other health crises, such as the outbreak of COVID-19, may adversely affect our business and/or operations, our tenants\u2019 financial condition and the profitability of our properties.\nRisks Related to the Mergers\n\u2022We may be unable to achieve any cost synergies anticipated to result from the Mergers.\n\u2022The Mergers may be dilutive to net income for our stockholders.\n\u2022The market value ascribed to the shares of common stock of the other parties to the Mergers upon a l", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1498547_2020.htm (CIK: 1498547, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02685", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data.\nINDEX TO CONSOLIDATED FINANCIAL STATEMENTS\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nTo the shareholders and the Board of Directors of Opendoor Technologies Inc.\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheets of Opendoor Technologies Inc. and subsidiaries (the \u201cCompany\u201d) as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive loss, changes in temporary equity and shareholders\u2019 equity (deficit), and cash flows for each of the three years in the period ended December 31, 2020, and the related notes (collectively referred to as the \u201cconsolidated financial statements\u201d). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.\nBasis for Opinion\nThese consolidated financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company\u2019s internal control over financial reporting. Accordingly, we express no such opinion.\nOur audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.\nCritical Audit Matters\nThe critical audit matters communicated below are matters arising from the current-period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.\nStock-Based Compensation and Share Based Awards - Refer to Notes 1 and 14 to the consolidated financial statements\nCritical Audit Matter Description\nDuring the year ended December 31, 2020, the Company granted restricted stock unit awards (RSUs) to certain executiv", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1801169_2020.htm (CIK: 1801169, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02686", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nInformation with respect to executive compensation required by Item 11 shall be included in an amendment to this Annual Report on Form 10-K filed in accordance with General Instructions G(3).\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 821127_2020.htm (CIK: 821127, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02687", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nPage\nReport of Independent Registered Public Accounting Firm\nConsolidated Balance Sheets as of December 31, 2020 and 2019\nConsolidated Statements of Operations for the years ended December 31, 2020, 2019 and 2018\nConsolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2020, 2019 and 2018\nConsolidated Statements of Equity for the years ended December 31, 2020, 2019 and 2018\nConsolidated Statements of Cash Flows for the years ended December 31, 2020, 2019 and 2018\nNotes to Consolidated Financial Statements\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nTo the Shareholders and the Board of Trustees of JBG SMITH Properties\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheets of JBG SMITH Properties and subsidiaries (the \"Company\") as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive income (loss), equity, and cash flows, for each of the three years in the period ended December 31, 2020, and the related notes and the schedules listed in the Index at Item 15 (collectively referred to as the \"financial statements\"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.\nWe have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 23, 2021, expressed an unqualified opinion on the Company's internal control over financial reporting.\nBasis for Opinion\nThese financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the US federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\nCritical Audit Matter\nThe critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providi", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1689796_2020.htm (CIK: 1689796, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02688", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nSee \u201cItem 7. Management\u2019s Discussion and Analysis of Results of Operations and Financial Condition - Risk Management - Market Risk.\u201d\nITEM 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1316944_2020.htm (CIK: 1316944, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02689", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.\nWe are a smaller reporting company as defined by Rule 12b-2 of the Securities Act of 1934 and are not required to provide the information under this item.\nITEM 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1483646_2020.htm (CIK: 1483646, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02690", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nOur business, financial condition, results of operations and the trading price of our Common Stock could be materially adversely affected by any of the following risks as well as the other risks highlighted elsewhere in this Annual Report on Form 10-K. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may materially affect our business, financial condition and results of operations.\nRisk Factor Summary\nRisks Related to our Financial Condition and Capital Requirements\n\u25cfThe ongoing COVID-19 pandemic may continue to adversely affect our business operations, employee availability, financial condition, liquidity and cash flow for an extended period of time.\n\u25cfWe may be unable to remediate the material weakness in our internal control over financial reporting that we identified, or otherwise to maintain effective internal control over financial reporting.\n\u25cfOur ability to use our net operating loss carryforwards and certain other tax attributes may be limited.\n\u25cfGlobal economic and market conditions may adversely affect our business, financial condition and operating results.\n\u25cfWe are not currently cash flow positive and will depend on availability of funding to open new locations.\nRisks Related to our Business Operations\n\u25cfWe have limited operating history in the diagnostic testing and vaccination industry.\n\u25cfWe may never establish long-term formal contracts and relationships with professional practices for medical testing and vaccinations in our XpresCheck\u2122 Wellness Centers.\n\u25cfWe may be unable to successfully secure new locations for, or transition our existing spa facilities into, XpresCheck\u2122 Wellness Centers for medical testing and vaccinations.\n\u25cfAny delays or difficulties securing laboratory substances, equipment and other materials used for COVID-19 tests could disrupt our operations and materially harm our business.\n\u25cfThe COVID-19 testing technology we have chosen may not perform as expected.\n\u25cfOur medical testing and vaccination capabilities may never achieve significant acceptance.\n\u25cfAny disputes relating to improper handling, storage or disposal of the potentially hazardous materials, chemicals and patient samples in our XpresCheck diagnostic testing and vaccination business could be time consuming and costly.\n\u25cfChanges in laws and regulations to which our business is subject, or failure to comply with existing or future laws and regulations, could result in increased costs and the imposition of fines or penalties.\n\u25cfChanges in the way that the FDA regulates COVID-19 tests could result in the delay or additional expense in XpresCheck offering tests.\n\u25cfOur professional practice partner\u2019s failure to accurately bill for testing services, or to comply with applicable laws relating to government healthcare programs, could adversely affect our business.\n\u25cfWe depend on third parties to provide services critical to our XpresCheck diagnostic testing and vaccination business, and we would by adversely impacted by their failure to comply with applicable laws and regulations or breaches of their information technology systems.\n\u25cfOur business operations may be materially impaired if we do not comply with privacy laws or information security policies, including laws protecting health information and personal data.\n\u25cfHardware and software failures or delays in our information technology systems or payment systems could disrupt our operations and cause the loss of confidential information, customers and business opportunities.\n\u25cfOur capital expenditures in XpresCheck\u2122 Wellness Centers may not generate a positive return and we will incur significant additional costs.\n\u25cfWe rely on international and domestic airplane travel, and the time that airline passengers spend in United States airports post-security.\n\u25cfWe rely on a limited number of distributors and suppliers for certain of our products, and events outside our control may disrupt our supply chain and ultimately cause us to lose o", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1410428_2020.htm (CIK: 1410428, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02691", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nOur management\u2019s discussion and analysis provides a narrative about our financial performance and condition that should be read in conjunction with the audited and unaudited consolidated financial statements and related notes thereto included in this annual report on Form 10-K. This discussion contains forward looking statements reflecting our current expectations and estimates and assumptions about events and trends that may affect our future operating results or financial position. Our actual results and the timing of certain events could differ materially from those discussed in these forward-looking statements due to a number of factors, including, but not limited to, those set forth in the sections of this annual report on Form 10-K titled \u201cRisk Factors\u201d beginning at page 13 above and \u201cForward-Looking Statements\u201d beginning at page 4 above.\nResults of Operations\nYears Ended December 31, 2020 and 2019\nOur cash as of December 31, 2020 was $52,702. As a result of our minimal amount of revenues and ongoing expenditures in pursuit of our business, we have incurred net losses since our inception. Our accumulated deficit at December 31, 2020 was $36,569,246. For the year ended December 31, 2020, our net loss was $4,125,363.\nOur operating revenues and expenses for our fiscal years ended December 31, 2020 and 2019 and the changes between those periods for the respective items are summarized as follows:\nRevenues\nRevenues for the year ended December 31, 2020 increased to $401,905 as compared to $242,696 for the year ended December 31, 2019. The increase in revenue was primarily due to receiving additional contracts to develop an app for a third party.\nOperating Expenses\nOperating expenses for the year ended December 31, 2020 and the December 31, 2019 were $2,176,760 and $1,284,822 respectively, an increase of 69.4%. The increase in operating expenses was due primarily to costs associated with the launch of the Fan Pass app on July 24, 2020, which entailed higher software development costs to complete the app and artists\u2019 fees for live streaming performances at the app launch, coupled with increased expenditures on sales and marketing and investor relations related to launch.\nNet Loss\nOur operating results have recognized net loss in the amount of $4,125,363 for the year ended December 31, 2020 as compared to a net loss of $10,183,410 for the year ended December 31, 2019. The decrease was primarily related to a loss on extinguishments of debt and to a provision for settlement of a lawsuit in 2019, which did not occur in 2020.\nLiquidity and Capital Resources\nWorking Capital\nCurrent liabilities as of December 31, 2020 and 2019 were $5,436,963 and $16,041,805 respectively, a decrease of $10,604,842. The primary reason for the decrease was a reduction in derivative liabilities by $ 11,458,000 attributable to the conversion to common stock of certain convertible debentures and promissory notes during 2020, offset by an increase in accounts payable and accrued expenses of $450,380.\nWe currently do not have sufficient capital to fund our needs for the next 12 months. We rely on financing from convertible debt, promissory notes, and sale of stock to fund our operations.\nCash Flows\nOperating Activities\nCash provided by operating activities\nThe Company used $492,080 in cash from operating activities for the year ended December 31, 2020 as compared to a use of $488,864 for the year ended December 31, 2019. The increase is due to expenditures related to the launch of the Fan Pass app.\nCash provided by financing activities\nFinancing activities for the year ended December 31, 2020 generated cash of $533,500 as compared to generating $474,500 of cash for the year ended December 31, 2019. The higher cash provided from financing activities in the current year is primarily attributable to proceeds from the issuance of convertible notes ,the receipt of short-te", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1414043_2020.htm (CIK: 1414043, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02692", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nThe following information should be read in conjunction with Item 6 \u201cSelected Financial Data\u201d and the consolidated financial statements and related notes included in Item 8 of this Annual Report on Form 10-K. The following discussion may contain forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to these differences include those factors discussed below and elsewhere in this report, particularly in \u201c-Information Regarding Forward-Looking Statements\u201d and \u201cRisk Factors.\u201d\nOverview\nOur core services include residential and commercial termite and pest management under the following brands: Terminix, Copesan, Assured Environments, Gregory, McCloud, Nomor and Pelias. Our operations for the periods presented in this report are organized into one reportable segment, our pest management and termite business.\nExecutive Officer Changes\nNew CEO Appointment\nOn August 6, 2020, we announced the appointment of Brett T. Ponton as Chief Executive Officer of the Company and as a member of the board of directors of the Company, in each case, effective as of September 15, 2020.\nIncoming CFO\nOn December 7, 2020, we announced that Anthony D. DiLucente, our Senior Vice President and Chief Financial Officer, will be retiring in early 2021. He will be succeeded by Robert J. Riesbeck, who joined Terminix on December 7, 2020, as Executive Vice President. Mr. DiLucente will remain in his current role with Terminix during the transition and through the filing of this Annual Report on Form 10-K. After the filing of the Annual Report on Form 10-K, Mr. Riesbeck will assume the additional role of Chief Financial Officer at Terminix, while Mr. DiLucente will remain with the Company in an advisory capacity through March 31, 2021.\nNew COO Appointment\nOn January 22, 2021, we announced that Kim Scott has been promoted to Chief Operating Officer, and in her expanded role will have operational responsibility for both the Terminix Residential and Terminix Commercial business lines. Alignment behind a single operational leader is expected to drive improved standards and consistency across all branches and technicians as Terminix evolves as a focused pest management company.\nSale of ServiceMaster Brands\nOn January 21, 2020, we announced we were exploring strategic alternatives related to ServiceMaster Brands, including the potential sale of the business. On October 1, 2020, we completed the sale of the ServiceMaster Brands Divestiture Group for $1,541 million to Roark, resulting in a gain of $494 million, net of income taxes. The ServiceMaster Brands Divestiture Group is classified as discontinued operations for all periods presented. A portion of the proceeds was used to retire $750 million of our 5.125% Notes due 2024. We also entered into a transition services agreement and sublease agreement with Roark. See Note 7 to the Consolidated Financial Statements for further discussion of these agreements\nCOVID-19 and Outlook\nOn March 11, 2020, the World Health Organization designated COVID-19 as a global pandemic, and governments around the world mandated orders to slow the transmission of the virus. States in the U.S., including Tennessee, where we are headquartered, declared states of emergency, and countries around the world, including the U.S., took steps to restrict travel, instituted work from home policies, enacted temporary closures of businesses, issued quarantine orders and took other restrictive measures in response to the COVID-19 pandemic. These actions to attempt to control its spread impacted our business, primarily our commercial pest management service line, beginning in the first quarter.\nWithin the U.S., our business has been designated an essential business by the U.S. Department of Homeland Security, w", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02693", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nCautionary Statement Regarding Forward-Looking Information\nThis annual report on Form 10-K contains \u201cforward-looking statements\u201d within the meaning of the Private Securities Litigation Reform Act of 1995. The use of words such as \u201canticipates\u201d, \u201cestimates\u201d, \u201cexpects\u201d, \u201cplans\u201d, \u201cintends\u201d, \u201cwill continue\u201d, \u201cmay\u201d, \u201ccould\u201d and \u201cbelieves\u201d, among similar expressions, generally identify forward-looking statements. These forward-looking statements include, among others, statements relating to: our future business, financial condition, results of operations and financial performance, our business strategy, trends in the home services industry and other similar matters. These forward-looking statements are based on the expectations and assumptions of our management about future events as of the date of this annual report, which are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict.\nActual results could differ materially from those contained in these forward-looking statements for a variety of reasons, including, among others, the risk factors set forth below. Other unknown or unpredictable factors that could also adversely affect our business, financial condition and results of operations may arise from time to time. In light of these risks and uncertainties, the forward-looking statements discussed in this annual report may not prove to be accurate. Accordingly, you should not place undue reliance on these forward-looking statements, which only reflect the views of our management as of the date of this annual report. We do not undertake to update these forward-looking statements.\nRisk Factors\nRisks Related to Our Business and Industry\nOur brands and businesses operate in an especially competitive and evolving industry.\nThe home services industry is competitive, with a consistent and growing stream of new products, services and entrants. Some of our competitors may enjoy better competitive positions in certain geographical areas, with certain consumer and service professional demographics and/or in other key areas that we currently serve or may serve in the future. Generally, we compete with search engines, online marketplaces and social media platforms that have the ability to market their products and services online in a more prominent and cost-effective manner than we can, as well as better tailor their products and services to individual users. Any of these advantages could enable these competitors to offer products and services that are more appealing to consumers and service professionals than our products and services, respond more quickly and/or cost effectively than we do to evolving market opportunities and trends and/or display their own integrated or related home services products and services\nin search results and elsewhere in a more prominent manner than our products and services, which could adversely affect our business, financial condition and results of operations.\nIn addition, since most home services products and services are offered to consumers for free, consumers can easily switch among home services offerings (or use multiple home services offerings simultaneously) at no cost to them. And while service professionals may incur additional or duplicative near-term costs, the costs for switching to a competing platform over the long term are generally not prohibitive. Low switching costs, coupled with the propensity of consumers to try new products and services generally, will most likely result in the continued emergence of new products and services, entrants and business models in the home services industry. Our inability to continue to innovate and compete effectively against new products, services and competitors could result in decreases in the size and level of engagement of our consumer and service professional bases, any of which could adversely affect our business, financial condition and results of operations.\nOur success will depend", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1705110_2020.htm (CIK: 1705110, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02694", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nThe information required by this item is incorporated by reference to our definitive proxy statement relating to our 2021 annual meeting of stockholders or will be included by amendment to this Report within 120 days after the end of the fiscal year to which this Report relates.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1325702_2020.htm (CIK: 1325702, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02695", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nThe information required by this Item 11 is incorporated herein by reference to the sections of the Proxy Statement entitled \u201cCompensation Discussion and Analysis,\u201d \u201cExecutive Compensation and Related Information,\u201d \u201cPotential Post Employment Payments,\u201d \u201cDirector Compensation,\u201d \u201cCompensation Committee Interlocks and Insider Participation\u201d and \u201cCompensation Committee Report.\u201d\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 105634_2020.htm (CIK: 105634, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02696", "source": "edgar", "source_license": "public_domain", "text": "Item 7.Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nThe following discussion should be read in conjunction with, and is qualified in its entirety by, the Consolidated Financial Statements and the Notes thereto and the Selected Financial Data included elsewhere in this Annual Report. Historical operating results and percentage relationships among any amounts included in the Consolidated Financial Statements are not necessarily indicative of trends in operating results for any future period. Unless otherwise noted herein, all amounts are in thousands, except per share numbers.\nOverview and Management Focus\nOur strategy and management focus are based upon the following long-term objectives\n\u2022Organic growth within our segments;\n\u2022Improved operating margins\n\u2022Cost reduction\n\u2022Efficient capital deployment\n\u2022Reduced overall debt and debt leverage ratio improvement\n\u2022Capital management initiatives\n\u2022Employee safety and satisfaction\nManagement generally focuses on these trends and relevant market indicators\n\u2022Global industrial growth and economics;\n\u2022Residential and non-residential construction rates;\n\u2022Global automotive production rates;\n\u2022Defense spending;\n\u2022Costs subject to the global inflationary environment, including, but not limited to:\n\u2022Raw materials;\n\u2022Wages and benefits, including health care costs;\n\u2022Regulatory compliance; and\n\u2022Energy;\n\u2022Trends related to the geographic migration of competitive manufacturing, electric vehicles, and electrification;\n\u2022Regulatory environment for United States public companies and manufacturing companies;\n\u2022Currency and exchange rate movements and trends;\n\u2022Interest rate levels and expectations; and\n\u2022Changes in tariff regulations.\nManagement generally focuses on the following key indicators of operating performance\n\u2022Sales growth;\n\u2022Cost of sales;\n\u2022Gross margin;\n\u2022Selling, general and administrative expense;\n\u2022Earnings before interest, taxes, depreciation and amortization;\n\u2022Return on invested capital;\n\u2022Income from operations and adjusted income from operations;\n\u2022Net income and adjusted net income;\n\u2022Leverage ratio\n\u2022Cash flow from operations and capital spending;\n\u2022Customer service reliability;\n\u2022External and internal quality indicators; and\n\u2022Employee development.\nCritical Accounting Policies\nOur critical accounting policies, including the assumptions and judgment underlying them, are disclosed in Note 1 of the Notes to Consolidated Financial Statements. These policies have been consistently applied in all material respects and address such matters as revenue recognition, inventory valuation, and asset impairment recognition. Due to the estimation processes involved, management considers the following summarized accounting policies and their application to be critical to understanding our business operations, financial condition and results of operations. We cannot assure you that actual results will not significantly differ from the estimates used in these critical accounting policies.\nGoodwill and Other Indefinite Lived Intangible Assets\nGoodwill is tested for impairment on an annual basis in the fourth quarter and between annual tests if a triggering event occurs. The impairment analysis is performed at the reporting unit level. An impairment charge is calculated based on a reporting unit\u2019s carrying amount in excess of its fair value (i.e., step 1 of the two-step impairment test). If the carrying value of the reporting unit including goodwill is less than fair value of the reporting unit, the goodwill is not considered impaired. Reporting units for the purpose of goodwill impairment testing are the same as our operating segments (Mobile Solutions and Power Solutions). Based on the results of the quantitative measurement performed, which indicated a fair value less than the carrying amount for Power Solutions, we concluded there was a $92.9 million impairment of goodwill for the year ended December 31, 2020.\nIncome Taxes\nIncome taxes are accounted for under the asset and liabil", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 918541_2020.htm (CIK: 918541, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02697", "source": "edgar", "source_license": "public_domain", "text": "Item 1A.\nRisk Factors\nYou should carefully consider and evaluate all of the information in this Annual Report on Form 10-K, including the risk factors listed below. If any of these risks actually occur, our business could be materially harmed. If our business is harmed, the trading price of our common stock could decline. See also \u201cSpecial Note Regarding Forward Looking and Cautionary Statements\u201d at the beginning of this Annual Report on Form 10-K.\nRisks Relating to General Business Conditions\nOur future results may fluctuate, fail to match past performance or fail to meet expectations.\nOur results may fluctuate in the future, may fail to match our past performance or fail to meet our expectations and the expectations of analysts and investors. Our results and related ratios, such as gross margin, operating income percentage and effective tax rate may fluctuate as a result of:\n\u2022\ngeneral economic conditions in the countries where we sell our products;\n\u2022\nthe availability of adequate supply commitments from our outside suppliers;\n\u2022\nthe timing of new product introductions by us, our customers and our competitors;\n\u2022\nseasonality and variability in the computer market and our other end markets;\n\u2022\nproduct obsolescence;\n\u2022\nthe scheduling, rescheduling or cancellation of orders by our customers;\n\u2022\nthe cyclical nature of demand for our customers\u2019 products;\n\u2022\nour ability to predict and meet evolving industry standards and consumer preferences;\n\u2022\nour ability to develop new process technologies and achieve volume production;\n\u2022\nchanges in manufacturing yields;\n\u2022\ncapacity utilization;\n\u2022\nproduct mix and pricing;\n\u2022\nmovements in exchange rates, interest rates or tax rates;\n\u2022\nour ability to integrate and realize synergies from recent acquisitions;\n\u2022\nthe manufacturing and delivery capabilities of our subcontractors; and\n\u2022\nlitigation and regulatory matters.\nAs a result of these factors, our past financial results are not necessarily indicative of our future results.\nCurrent global economic conditions, including the impact of the novel coronavirus outbreak, and the potential changes in global economic policy could reduce demand for our products and have a material adverse impact on our business, operating results and financial condition.\nUncertainty about global economic conditions can pose a risk to the overall economy by causing fluctuations to and reductions in consumer and commercial spending. Demand for our products could be different from our expectations due to many factors including changes in business and economic conditions, conditions in the credit market that affect consumer confidence, customer acceptance of our products, changes in customer order patterns, including order cancellations, and changes in the level of inventory held by vendors. In fiscal year 2020, sales to customers in China comprised 53% of our sales. The recent economic slowdown in China could adversely affect our sales to customers in China and consequently, our business, operating results and financial condition. In addition, there are risks that the Chinese government may, among other things, require the use of local suppliers, compel companies that do business in China to partner with local companies to conduct business, or provide incentives to government-backed local customers to buy from local suppliers rather than companies like ours, all of which could adversely impact our business, operating results and financial condition. Further, changes in U.S. and global social, political, regulatory and economic conditions or in laws and policies governing foreign trade, manufacturing, development and investment could adversely affect our business.\nIn addition, recent global economic conditions have been affected by the recent outbreak of the novel coronavirus first identified in Wuhan, Hubei Province, China. Any outbreak of contagious diseases, and other adverse public health developments, could have a material and adverse effect on our business operations. These could i", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: tax rate, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02698", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nIncorporated herein by reference to the information to be set forth in the Proxy Statement.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1289636_2020.htm (CIK: 1289636, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02699", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nRISKS RELATED TO OUR BUSINESS AND INDUSTRY\nWe are in the early stages of development and have limited operating history on which you can base an investment decision.\nWe were formed in August 2006, but recently changed our business focus. We have generated no revenues, have no real operating history upon which you can evaluate our business strategy or future prospects, and have negative working capital. As a result, our auditor issued an opinion in connection with our December 31, 2020 financial statements, which expressed substantial doubt about our ability to continue as a going concern unless we obtain additional financing. Our ability to obtain additional financing and generate revenue will depend on whether we can successfully develop and acquire a large portfolio of cell tower sites to make the transition from a development stage company to an operating company. We expect to continue to incur losses. In making your evaluation of our business, you should consider that we are a start-up business focused on developing and acquiring a portfolio of cell tower sites and operate in a rapidly evolving industry. As a result, we may encounter many expenses, delays, problems, and difficulties that we have not anticipated and for which we have not planned. There can be no assurance that at this time we will successfully develop or acquire a significant portfolio of cell tower sites, operate profitably, or that we will have adequate working capital to fund our operations or meet our obligations as they become due.\nOur proposed operations are subject to all of the risks inherent in the initial expenses, challenges, complications, and delays frequently encountered in connection with the formation of any new business. Investors should evaluate an investment in our company in light of the problems and uncertainties frequently encountered by companies attempting to develop markets for new products, services, and technologies. Despite best efforts, we may never overcome these obstacles to achieve financial success. Our business is speculative and dependent upon the implementation of our business plan, as well as our ability to successfully acquire cell tower sites for 5G services with third parties on terms that will be commercially viable for us. There can be no assurance that our efforts will be successful or result in revenue or profit. There is no assurance that we will earn significant revenues or that our investors will not lose their entire investment.\nThere is no assurance that our new development and growth-by-acquisition strategy will be successful.\nOur strategy is to grow by developing new small cell sites and through the acquisition of existing small cell sites and towers. While we will endeavor to develop or acquire small cell sites and towers that are profitable and accretive, there is no assurance that any of our business development or acquisitions will be economically successful or perform as expected. We may develop and acquire small cell sites and towers that incur unexpected losses or may not integrate well with the Company. We may not realize profits on our business development or acquisitions for a number of reasons, including but not limited to paying higher than fair value, unexpected operating deficits, change in the market, loss of customers, reduced demand, loss of management, and other causes.\nFactors which may affect our ability to grow successfully through acquisitions include:\n\u00b7\ninability to obtain financing;\n\u00b7\ndifficulties and expenses in connection with integrating small cell sites and towers that we develop and acquire and achieving the expected benefits;\n\u00b7\ndiversion of management\u2019s attention from current operations;\n\u00b7\nthe possibility that we may be adversely affected by risk factors facing the small cell sites and towers that we develop and acquire;\n\u00b7\ndevelopment and acquisition of small cell sites and towers could be dilutive to earnings, or in the event of acquisitions made through ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1407878_2020.htm (CIK: 1407878, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02700", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk\nOur predominant exposure to market risk is related to our role as general partner or investment manager for the funds, and the sensitivities to movements in the fair value of their investments that may adversely affect our management fees and incentive income.\nThe quantitative information provided in this section was prepared using estimates and assumptions that management believes are reasonable to provide an indication of the directional impact that a hypothetical adverse movement in certain risks would have on net income attributable to Class A Shareholders. The actual impact of a hypothetical adverse movement in these risks could be materially different from the amounts shown below.\nManagement of Market Risk\nRisk management is highly integrated with our investment process and the operations of our business. Our approach to investing and managing risk is based on (i) proactive risk management, (ii) preservation of capital, (iii) dynamic capital allocation and (iv) expertise across strategies and geographies. We constantly monitor risk and have instituted a formal and consistent process to disseminate information, conduct informed debate, and take proactive or responsive action across our portfolios. In addition to our formalized process, we conduct custom studies and optimizations for various groups on an as-needed, ad hoc basis such as bespoke hedge solutions, pre-trade what-if analysis, and portfolio rebalance alternatives. Our goal is to preserve capital during periods of market decline and generate competitive investment performance in rising markets. We use sophisticated risk tools and active portfolio management to govern exposures to market and other risk factors. We adhere strictly to each fund\u2019s mandate and provisions with respect to leverage. We are knowledgeable about the risks of fund leverage, respectful of its limits, and judicious in our application. We allocate to individual investments based on a thorough analysis of the risk/reward for each opportunity under consideration and the investment objectives for each of our funds. When managing our funds\u2019 exposure to market risks, we may from time to time use hedging strategies and various forms of derivative instruments to limit the funds\u2019 exposure to changes in the relative values of investments that may result from market developments, including changes in prevailing interest rates, currency exchange rates and commodity prices.\nChanges in Fair Value\nFair value of the financial assets and liabilities of our funds may fluctuate in response to changes in the value of investments, foreign currency exchange rates, commodity prices, and interest rates, among other factors. The fair value changes in the financial assets and liabilities of our funds may affect the amount of our assets under management and may impact the amount of management fees and incentive income we may earn from the funds.\nThe amount of our assets under management in our multi-strategy and opportunistic credit funds is generally based on net asset value (plus unfunded commitments in certain cases). A 10% change in the fair value of the net assets held by our funds as of December 31, 2020 and 2019, would have resulted in a change of approximately $1.6 billion and $1.4 billion, respectively, in assets under management. Assets under management for our real estate funds and securitization vehicles are not based on net asset value.\nImpact on Management Fees\nManagement fees for our multi-strategy and opportunistic credit funds are generally based on the net asset value of those funds. Accordingly, management fees will generally change in proportion to changes in the fair value of investments held by these funds. Management fees for our real estate funds and securitization vehicles are not based on net asset value; therefore, management fees are not directly impacted by changes in the fair value of investments held by those funds.\nA hypo", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1403256_2020.htm (CIK: 1403256, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02701", "source": "edgar", "source_license": "public_domain", "text": "Item 11.\nExecutive Compensation\nThe information required by this Item is incorporated herein by reference to the sections of the Proxy Statement entitled \u201cCorporate Governance and Board Matters - Director Compensation,\u201d \u201c- CHR Committee Interlocks and Insider Participation\u201d and \u201cExecutive Compensation.\u201d\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1109242_2020.htm (CIK: 1109242, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02702", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS. An investment in Xgains4keeps Inc involves significant risks. Care must be taken to read the risk factors described below. Xgains4keeps has a dual role of Share Manager(currently own shares) and Publisher. This implies that we will be regulated by financial regulators in the U.S, U.K and Europe possibly.\nRisk Associated with the Business and the Industry\nWe will be facing serious competition from the Industry giants and so many other innovative organizations. These organizations and the many other ones are constantly innovating and stand a better chance of attracting users as well as advertisers than we do as it stands. They have invested in research and technology heavily and have so many times more employees. Their positions can affect our potential to attract revenue. We will be facing traditional media organizations and large advertisers who may not want to include us in their advertising budget. We have a lucrative offer for advertisers especially the large ones, but if we fail to convince them to advertise with us we may see a decline in revenue or none at all. The offer may also be deemed as antitrust. In future we may establish an advertising network of affiliates that carry our advertisement for us on their websites and applications; if they demand more fees or a greater percentage of the advert proceeds from us, our revenue will be affected as well operating margins.\nOur operating outcomes may vary as a result of different factors; which may be beyond our control and some of them are listed below: Ability to continue attracting and retaining users on our websites Ability to compete sufficiently The varying percentage of net revenue from network adverts The uncertainty in the proceeds figures from affiliate adverts, this is the case where we are affiliates to organizations like Amazon and others. The varying operating costs and capital expenditure as it concerns expansion, operations, infrastructure and maintenance. The consequence of our long term focus as against the short term one.\nThe outcomes of risky investments and projects. The economic outlook especially as it concerns the Internet and Internet Advertising.\nThe ability to operate our websites sustainably at meaningful cost levels as well as keeping them on. Ability to attract, retain and motivate super top quality staff. The display or posting of certain adverts can be affected by local and foreign regulations. Ability to develop and upgrade our products, infrastructure and products. The adverts we will be delivering may be blocked by new technologies and users may adopt them. Ability to protect our intellectual property rights. The cost and outcome of the possible litigations we may face from the content on our web pages from us and the users as the case may be and much more. Ability to forecast revenue from agreements under which we guarantee minimum payments. Ability to deal and manage advert related fraud like click through fraud and other violating activities. Ability to sufficiently integrate and manage companies we acquire. Advertisers can call and cancel their payments for adverts or stop placing them as the case may be without notice and if we do not remain competitive this may be the case. Upon raising funds we are likely to experience significant growth in our head count and operation and it will place a significant demand on our funds and management as a whole.\nIf we do not manage and coordinate this growth very well the growth can get impaired and may affect our financial position as well. If we fail to establish and maintain an effective internal financial control, our ability to accurately produce our financial report and indentify fraud will be impaired, investors may lose confidence in our ability to report effectively and consequently our share price may suffer. If we fail to develop, maintain and enhance our brand, our business and operations may be impaired. If we fail to maintain and protect our intellectual propert", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1538138_2020.txt (CIK: 1538138, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02703", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data\nFIVE-YEAR FINANCIAL REVIEW\nNote 1: In 2017, as a result of the enactment of tax reform, \u201cRailway operating expenses\u201d included a $151 million benefit and \u201cIncome taxes\u201d included a $3,331 million benefit, which added $3,482 million to \u201cNet income\u201d and $12.00 to \u201cDiluted earnings per share.\u201d\nNote 2: On January 1, 2019, we adopted Financial Accounting Standards Board (FASB) Accounting Standards Update (ASU) 2016-02, \u201cLeases (Topic 842),\u201d which requires lessees to recognize right-of-use (ROU) assets and lease liabilities on the balance sheet for leases greater than twelve months. As a result of the adoption, the Consolidated Balance Sheets include the recognition of ROU assets of $433 million and $539 million at December 31, 2020 and 2019, respectively, and corresponding lease liabilities of $433 million and $538 million, respectively.\nSee accompanying consolidated financial statements and notes thereto.\nK18\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax reform. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02704", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nInvesting in our common stock involves a high degree of risk. Current investors and potential investors should consider carefully the risks and uncertainties described below together with all other information contained in this Form 10-K before making investment decisions with respect to our common stock. If any of the following risks occurs, our business, financial condition, results of operations and our future growth prospects would be materially and adversely affected. Under these circumstances, the trading price and value of our common stock could decline, resulting in a loss of all or part of your investment. The risks and uncertainties described in this Form 10-K are not the only ones facing our Company. Additional risks and uncertainties of which we are not presently aware, or that we currently consider immaterial, may also affect our business operations.\nRisks Related to our Company and our Business\nThe COVID-19 pandemic has adversely affected, and is expected to continue to pose risks to our business, results of operations, financial condition and cash flows, and other epidemics or outbreaks of infectious diseases may have a similar impact.\nAs previously disclosed, we face risks related to the ongoing COVID-19 pandemic. COVID-19 has spread across the globe during 2020 and is impacting economic activity worldwide. COVID-19 has caused disruption and volatility in the global capital markets, and has caused an economic slowdown. The COVID-19 pandemic and its associated economic uncertainty may negatively impact our sales volumes in 2021. In response to COVID-19, national and local governments around the world have instituted certain measures, including travel bans, prohibitions on group events and gatherings, shutdowns of certain businesses, curfews, shelter-in-place orders and recommendations to practice social distancing. The duration of these measures is unknown, may be extended and additional measures may be imposed.\nAmong the potential effects of COVID-19 include, but are not limited to, the following:\n\u00b7\nReduced consumer and investor confidence, instability in the credit and financial markets, volatile corporate profits, and reduced business and consumer spending, which may adversely affect our results of operations by reducing our sales, margins and/or net income as a result of a slowdown in customer orders.\n\u00b7\nReduced demand for our products due to store closures and reduced operating hours of our customers.\n\u00b7\nDisruptions in supply chain, leading to inadequate levels of inventory that may lower our sales.\nFor example, our retail business, including sales to A.S. Watson group and other partners in international markets, has been impacted by the effects of COVID-19, due to store closures and reduced operating hours.\nTo the extent the COVID-19 pandemic adversely affects our business, results of operations, financial condition and cash flows, it may also heighten many of the other risks described in this section. The ultimate impact of COVID-19 on our business, results of operations, financial condition and cash flows is dependent on future developments, including the duration of the pandemic and the related length of its impact on the global economy, which are uncertain and cannot be predicted at this time.\nWe have a history of operating losses, may need additional financing to meet our future long-term capital requirements and may be unable to raise sufficient capital on favorable terms or at all.\nWe have a history of losses and may continue to incur operating and net losses for the foreseeable future. We incurred net losses of approximately $19.9 million and $32.1 million for the years ended December 31, 2020 and December 31, 2019, respectively. We have not achieved profitability on an annual basis. We may not be able to reach a level of revenue to continue to achieve and sustain profitability. If our revenues grow slower than anticipated, or if operating expenses exceed expectations, then we m", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1386570_2020.htm (CIK: 1386570, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02705", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6 - SELECTED FINANCIAL DATA\nThe following table sets forth selected financial data for the Company for the last five years:\n(1)\nNon-GAAP financial measure. See the Non-GAAP Presentations section of Item 7, \"Management's Discussion and Analysis of Financial Condition and Results of Operations\" of this Form 10-K for reconciliation.\n(2)\nReturn on average common equity is calculated by dividing net income available to common shareholders by average common equity.\n(3)\nReturn on average tangible common equity is calculated by dividing net income available to common shareholders plus amortization of intangibles tax effected by average common equity less average intangibles.\n(4)\nThe efficiency ratio is calculated by dividing noninterest expense excluding (i) gains or losses on the sale of other real estate owned, (ii) core deposit intangible amortization, and (iii) merger related expenses by net interest income including tax equivalent income on nontaxable loans and securities and noninterest income excluding (x) gains or losses on securities and (y) gains or losses on sale or disposal of premises and equipment.\n(5)\nTangible common equity to tangible assets ratio is calculated by dividing period-end common equity less period-end intangibles by period-end assets less period-end intangibles.\nITEM 7", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 741516_2020.htm (CIK: 741516, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02706", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8.\nFINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nSee information set forth on Index to Consolidated Financial Statements and Supplementary Data appearing on page of this report on Form 10-K.\nITEM 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 718332_2020.htm (CIK: 718332, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02707", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data\nWe are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act; therefore, pursuant to Regulation S-K, we are not required to make disclosures under this Item.\nKINGSWAY FINANCIAL SERVICES INC.\nManagement's Discussion and Analysis\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1072627_2020.htm (CIK: 1072627, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02708", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations (dollar amounts in thousands, except per share amounts, unless otherwise indicated)\nThe discussion and analysis contained in this section refers to our financial condition, results of operations and cash flows. The information contained in this section should be read in conjunction with the consolidated financial statements and notes thereto in Part II, Item 8 of this Form 10-K, \u201cFinancial Statements and Supplementary Data.\u201d This discussion contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to those described in Part I, Item 1A of this Form 10-K, \u201cRisk Factors.\u201d Our actual results could differ materially from those anticipated by such forward-looking information due to factors discussed under \u201cRisk Factors\u201d and \u201cCautionary Statement Regarding Forward-Looking Statements\u201d appearing elsewhere in this Form 10-K.\nOVERVIEW\nWe are a newly incorporated Delaware corporation formed on August 24, 2020 structured as an externally managed specialty finance company focused on lending to middle-market companies. We have elected to be regulated as a BDC under the 1940 Act. In addition, for U.S. federal income tax purposes, we have elected to be treated, and intend to comply with the requirements to qualify annually, as a RIC under Subchapter M of the Code.\nOur investment objective is to achieve attractive risk-adjusted returns via current income and, to a lesser extent, capital appreciation by investing primarily in directly originated senior secured term loans issued by U.S. middle-market companies backed by financial sponsors. For the purposes of this report, \u201cmiddle-market companies\u201d refers to companies that, in general, generate annual EBITDA in the range of approximately $15 million to $100 million, which we believe is a useful proxy for cash flow. We intend to achieve our investment objective by investing primarily in directly originated senior secured term loans including first lien senior secured term loans (including unitranche loans) and second lien senior secured term loans, higher-yielding assets such as mezzanine debt, unsecured debt, equity investments and other opportunistic asset purchases. Under normal market circumstances, we expect that investments other than first lien senior secured term loan would not exceed 10% of our gross assets at the time of acquisition of any such investments. Typical middle-market senior loans may be issued by middle-market companies in the context of LBOs, acquisitions, debt refinancings, recapitalizations, and other similar transactions. We expect to generate revenues primarily in the form of interest income from investments we hold. In addition, we generate income from dividends on any direct equity investments, capital gains on the sales of loans and debt and equity investments and various other loan origination and other fees.\nOn September 18, 2020, the SEC granted us exemptive relief (the \u201cOrder\u201d) that allows us to enter into certain negotiated co-investment transactions alongside certain Affiliated Investment Accounts (as defined in the Order) in a manner consistent with our investment objective, positions, policies, strategies, and restrictions as well as regulatory requirements and other pertinent factors, subject to compliance with the Order. Pursuant to the Order, we are permitted to co-invest with our affiliates if a \u201crequired majority\u201d (as defined in Section 57(o) of the 1940 Act) of our eligible directors make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the transactions, including the consideration to be paid, are reasonable and fair to us and our stockholders and do not involve overreaching in respect of us or our stockholders on the part of any person concerned, and (2) the transaction is consistent with the interests of our stockholders and is consistent with our investment o", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02709", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nBRINKER INTERNATIONAL, INC.\nConsolidated Financial Statements\nBRINKER INTERNATIONAL, INC.\nConsolidated Statements of Comprehensive Income\n(In millions, except per share amounts)\nSee accompanying Notes to the Consolidated Financial Statements\nBRINKER INTERNATIONAL, INC.\nConsolidated Balance Sheets\n(In millions, except per share amounts)\nSee accompanying Notes to the Consolidated Financial Statements\nBRINKER INTERNATIONAL, INC.\nConsolidated Statements of Cash Flows\n(In millions)\nSee accompanying Notes to the Consolidated Financial Statements\nBRINKER INTERNATIONAL, INC.\nConsolidated Statements of Shareholders\u2019 Deficit\n(In millions)\nSee accompanying Notes to the Consolidated Financial Statements\nBRINKER INTERNATIONAL, INC.\nNotes to the Consolidated Financial Statements\nFootnote Index\nFootnote Index\n1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES\nNature of Operations\nWe are principally engaged in the ownership, operation, development, and franchising of the Chili\u2019s\u00ae Grill & Bar (\u201cChili\u2019s\u201d) and Maggiano\u2019s Little Italy\u00ae (\u201cMaggiano\u2019s\u201d) restaurant brands. At June 24, 2020, we owned, operated or franchised 1,663 restaurants, consisting of 1,116 Company-owned restaurants and 547 franchised restaurants, located in the United States, 28 countries and two United States territories.\nBasis of Presentation\nPrinciples of Consolidation - The Consolidated Financial Statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission, and include the accounts of Brinker International, Inc. and our wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. All amounts within the Notes to the Consolidated Financial Statements are presented in millions unless otherwise specified.\nFiscal Year - We have a 52/53 week fiscal year ending on the last Wednesday in June. We utilize a 13 week accounting period for quarterly reporting purposes, except in years containing 53 weeks when the fourth quarter contains 14 weeks. Fiscal years 2020, 2019 and 2018, which ended on June 24, 2020, June 26, 2019 and June 27, 2018, respectively, each contained 52 weeks.\nUse of Estimates - The preparation of the consolidated financial statements is in conformity with generally accepted accounting principles in the United States (\u201cGAAP\u201d) and requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and costs and expenses in the reporting periods. Actual results could differ from those estimates.\nNew Accounting Standards Implemented\nASU 2016-02, Leases (Topic 842) - In February 2016, the FASB issued ASU 2016-02, and subsequently amended this update by issuing additional ASU\u2019s that provide clarification and further guidance around areas identified as potential implementation issues. These updates require a lessee to recognize in the balance sheet a liability to make lease payments and a corresponding right-of-use asset for virtually all leases, other than leases with a term of 12 months or less if the short-term lease exclusion expedient is elected. The updates also require additional disclosures about the amount, timing, and uncertainty of cash flows arising from leases. These updates were effective for annual and interim periods for fiscal years beginning after December 15, 2018, which required us to adopt these provisions in the first quarter of fiscal 2020. Refer below for our \u201cSignificant Accounting Policies - Leases\u201d section and also Note 4 - Leases for disclosures about our adoption.\nThe impact of additional accounting standard updates that have not yet been adopted can be found at Note 19 - Effect of New Accounting Standards.\nSignificant Accounting Policies\nLeases\nAdoption of ASC 842 and Transition and Pr", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 703351_2020.htm (CIK: 703351, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02710", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data.\nThe following selected financial data should be read together with \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d and our financial statements and related notes included elsewhere in this Form 10-K. The selected statements of operations for the years ended December 31, 2020 and 2019 and the selected balance sheet data as of December 31, 2020 and 2019 have been derived from our audited financial statements that are included elsewhere in this Form 10-K. Historical results are not necessarily indicative of the results to be expected in the future.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1738021_2020.htm (CIK: 1738021, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02711", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7.\nMANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.\nThe following discussion and analysis should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K. This discussion may contain forward-looking statements based upon current expectations that involve risks and uncertainties, including those set forth under the heading \u201cRisk Factors\u201d and elsewhere in this Annual Report on Form 10-K. Our actual results and the timing of selected events discussed below could differ materially from those expressed in, or implied by, these forward-looking statements.\nOverview\nWe are a research and clinical development biopharmaceutical company focused on addressing unmet medical needs in disorders of the complement and coagulation systems. Proteases are the natural regulators of these biological systems. We engineer proteases to create both improved or novel molecules to treat diseases that result from dysregulation of the complement and coagulation cascades. Our protease engineering platform has generated two late-stage clinical programs including marzeptacog alfa (activated) (\u201cMarzAA\u201d), a subcutaneously (\u201cSQ\u201d) administered next-generation engineered coagulation Factor VIIa (\u201cFVIIa\u201d) for the treatment of episodic bleeding in subjects with rare bleeding disorders. Our complement pipeline includes a preclinical program partnered with Biogen International GmbH (\u201cBiogen\u201d) for dry age-related macular degeneration (\u201cAMD\u201d), an improved complement factor I protease for SQ prophylaxis in patients with complement factor I (\u201cCFI\u201d) deficiency and C4b-degraders designed to target disorders of the classical complement pathway as well as other complement programs in development.\nThe product candidates generated by our protease engineering platform have improved functional properties such as longer half-life, improved specificity, higher potency and increased bioavailability. These characteristics potentially allow for improved efficacy, SQ administration of recombinant coagulation factors and complement inhibitors, or less frequently dosed intravitreal therapeutics.\nOur most advanced product candidate is MarzAA, a next-generation SQ FVIIa that is entering a registrational Phase 3 trial (MAA-304) in patients with Hemophilia A or B with inhibitors. We also plan to initiate a Phase 1/2 trial of MarzAA in Factor VII Deficiency, Glanzmann Thrombasthenia, and Hemophilia A with inhibitor patients on prophylaxis Hemlibra for treatment of episodic bleeding (MAA-202).\nOur complement portfolio is led by the development candidates CB 4332 and CB 2782-PEG. CB 4332 is a wholly owned first-in-class improved CFI intended for lifelong prophylactic SQ administration in individuals with CFI deficiency. CB 2782-PEG is a potential best-in-class C3 degrader product candidate in preclinical development for the treatment of dry AMD that we have licensed to Biogen. We have several engineered protease programs in discovery or early non-clinical development. These programs all target diseases caused by deficient regulation of the complement system.\nOur next most advanced hemophilia product candidate is dalcinonacog alfa (\u201cDalcA\u201d), a next-generation SQ FIX, which has shown efficacy and safety in a Phase 2b clinical trial in individuals with Hemophilia B. We have a discovery stage Factor IX gene therapy construct, CB 2679d-GT for Hemophilia B, that has demonstrated superiority compared with the Padua FIX variant in preclinical models.\nThe following table summarizes our current development programs.\nWe are experiencing operational and other challenges as a result of the COVID-19 global pandemic, which could delay or halt our development programs. See Recent Other Developments and Item 1A - Risk Factors for further discussion of the current and expected impact on our business and development programs.\nRecent Development Program Updates\nMarzAA\nWe are initiating a regi", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1124105_2020.htm (CIK: 1124105, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02712", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation.\nThe information required by Item 11 is incorporated herein by reference to the sections labeled \"Compensation Discussion and Analysis\" and \"Compensation Committee Report\" in the Proxy Statement.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1185348_2020.htm (CIK: 1185348, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02713", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nOur business, financial condition and operating results could be adversely affected by any or all of the following factors, in which event the trading price of our common stock could decline, and you could lose part or all of your investment.\nRisks Related to Our Business and Operations\nWe have identified a material weakness in our internal control over financial reporting which, if not timely remediated, may adversely affect the accuracy and reliability of our financial statements, and our reputation, business and the price of our common stock, as well as lead to a loss of investor confidence in us.\nWe are required to maintain internal control over financial reporting and disclosure controls and procedures in order to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our consolidated financial statements for external purposes in accordance with GAAP. In connection with management\u2019s assessment of our internal controls over financial reporting as of December 31, 2020, we determined that we had material weaknesses in our revenue process. We therefore concluded that, as of the end of the period covered by this report, our internal control over financial reporting and our disclosure controls and procedures were not effective. Until we fully remediate these weaknesses, it may be more difficult for us\nto report results accurately and on time. While we are working to address our internal control over financial reporting, we cannot be certain that our efforts will be successful or that we will be able to maintain adequate controls over our financial processes and reporting in the future and we expect to incur additional audit fees related to incremental procedures performed and we may see a decline in our stock price due to reduced investor confidence. See \u201cPart II-Item 9A. Controls and Procedures.\u201d\nBecause of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur undetected, and it is possible that additional significant deficiencies or material weaknesses in our internal control over financial reporting may be identified in the future. Any failure of our internal controls could result in material misstatements in our consolidated financial statements, significant deficiencies, material weaknesses, costs, failure to timely meet our periodic reporting obligations, incremental audit fees and further erosion of investor confidence. It would also adversely affect the results of periodic management evaluations and could have a material adverse effect on our business, financial condition, results of operations or cash flow. If our internal controls continue to be deemed deficient in the future, our current external auditors could resign, and the process of retaining new auditors could limit our access to capital for an extended period of time.\nWe are dependent on our key personnel, and if we are unable to employ skills and resources in balance with client demand and attract and retain skilled professionals in all our geographic locations, our business and our results of operations may be materially adversely affected.\nOur performance is highly dependent on the continued services of our officers and other professional personnel, the loss of any of whom could materially adversely affect our business.\nIn addition, we need to attract and retain other highly-skilled, technical and managerial personnel for whom there is intense competition. For example, if we are unable to hire or continually train our employees to keep pace with the rapid and continuing changes in technology and the markets we serve or changes in the types of services our clients are demanding, we may not be able to develop and deliver services and solutions to fulfill client demand. As we expand our services and solutions, we must also hire and retain an increasing number of professionals with different skills and expectations than those of the professio", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1095315_2020.htm (CIK: 1095315, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02714", "source": "edgar", "source_license": "public_domain", "text": "Item 11.\nEXECUTIVE COMPENSATION\nThe following table sets forth the compensation paid or earned by each named executive officer for the years ended June 30, 2020 and 2019.\nSUMMARY COMPENSATION TABLE\nName and\nPrincipal Position\nYear\nSalary\n($)\nBonus\n($)\nStock Awards\n($)\nOption Awards\n($)(5)\nNon-Equity Incentive\nPlan Compensation\n($)\nNonqualified\ndeferred\ncompensation\nearnings\n($)\nAll\nOther Compensation\n($)(6)\nTotal\n($)\nBradley C. Robinson (1)\n300,000\n300,000\n7,720,000\n63,600\n8,020,000\n363,600\nMichael Herbert (2)\n215,000\n215,000\n1,164,000\n129,600\n1,379,000\n344,600\nEric Olson (3)\n250,000\n250,000\n2,910,000\n53,000\n3,160,000\n303,000\nPaul Evans (4)\n250,000\n250,000\n1,940,000\n53,000\n2,190,000\n303,000\n(1) Mr. Bradley C. Robinson is our Chief Executive Officer, President, and Director\n(2) Mr. Michael Herbert is our Chief Marketing Officer. Mr. Herbert resigned in July 2020.\n(3) Mr. Eric Olson is our Executive Vice President\n(4) Mr. Paul Evans is our Chief Operating Officer\n(5) The amounts in the \"Option Awards\" column reflect the aggregate grant date fair value of awards of stock options vested pursuant to our long-term incentive plans during the periods reported above, computed in accordance with FASB ASC Topic 718, Compensation - Stock Compensation. The assumptions made in the valuation of our vested option awards and the material terms of option awards are disclosed in Note 12 to the accompanying June 30, 2020 financial statements. Of Mr. Robinson's FY2019 stock option award, 25% vested immediately and the remainder vests in three equal annual installments. All other stock option awards vest in three equal annual installments.\n(6) Does not include perquisites and other personal benefits, or property, unless the aggregate amount of such compensation is more than $10,000.\nOUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END\nThe following table provides information on the holdings of stock options by the named executive officers as of June 30, 2020.\nName\nGrant Date\nNumber of Securities Underlying Unexercised Options Exercisable\nNumber of Securities Underlying Unexercised Options Not Exercisable\nOption Exercise Price ($)\nOption Expiration Date\nBradley C. Robinson\nApril 9, 2019\n2,000,000\n2,000,000\n2.07\nApril 9, 2029\nFebruary 20, 2020\n120,000\n1.535\nFebruary 20, 2030\nMichael Herbert\nOctober 30, 2017\n133,333\n66,667\n0.94\nOctober 20, 2027\nNovember 28, 2018\n66,667\n133,333\n0.84\nNovember 28, 2028\nOctober 8, 2019\n90,000\n1.535\nOctober 8, 2029\nApril 9, 2019\n200,000\n400,000\n2.07\nApril 9, 2029\nEric Olson\nApril 9, 2019\n1,500,000\n2.07\nApril 9, 2029\nFebruary 20, 2020\n100,000\n1.535\nFebruary 20, 2030\nPaul Evans\nDecember 20, 2017\n750,000\n250,000\n0.78\nDecember 20, 2027\nApril 9, 2019\nFebruary 20, 2020\n333,333\n666,667\n100,000\n2.07\n1.535\nApril 9, 2029\nFebruary 20, 2030\nDIRECTOR COMPENSATION\nThe following table shows the total compensation paid or accrued during the fiscal year ended June 30, 2020 to each of our nonemployee directors who served during fiscal year 2020. Mr. Robinson did not receive additional compensation for serving on the Board.\nName\nFees Earned or\nPaid in Cash ($)\nStock Option Awards ($) (1)\nTotal ($)\nJohn Sorrentino\n10,000\n10,000\nRonald Barhorst\n10,000\n10,000\nOrrin G. Hatch\n10,000\n10,000\nJay Moyes\n5,000\n5,000\nMichael Dey, PhD\n10,000\n10,000\n(1) The amounts in the \"Option Awards\" column reflect the aggregate grant date fair value of awards of stock options vested pursuant to our long-term incentive plans during the periods reported above, computed in accordance with FASB ASC Topic 718, Compensation - Stock Compensation. The assumptions made in the valuation of our vested option awards and the material terms of option awards are disclosed in Note 12 to our June 30, 2020 financial statements. Stock option awards to each director vest in three equal annual installments.\nWe compensate our non-executive directors with a cash payment of $2,500 for each in-person board meeting attended ($1,000 for telephonic participation).\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1382943_2020.htm (CIK: 1382943, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02715", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data.\nPART I. FINANCIAL INFORMATION\nTRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES\nCONSOLIDATED FINANCIAL STATEMENTS\nYEARS ENDED DECEMBER 31, 2020 AND 2019\nTRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES\nINDEX TO CONSOLIDATED FINANCIAL STATEMENTS\nDECEMBER 31, 2020 AND 2019\nReport of Independent Registered Public Accounting Firm\nTo the Shareholders and the Board of Directors of:\nTransportation and Logistics Systems, Inc.\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheets of Transportation and Logistics Systems, Inc. and Subsidiaries (the \u201cCompany\u201d) as of December 31, 2020 and 2019, the related consolidated statements of operations, changes in shareholders\u2019 deficit and cash flows for each of the two years in the period ended December 31, 2020, and the related notes (collectively referred to as the \u201cconsolidated financial statements\u201d). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2020 and 2019, and the consolidated results of its operations and its cash flows for each of the two years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.\nGoing Concern\nThe accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has a net loss and cash used in operations of $42,781,958 and $3,278,258, respectively, in 2020 and has a working capital deficit, stockholders\u2019 deficit and accumulated deficit of $16,611,286, $16,013,416 and $122,621,060 respectively, at December 31, 2020. Furthermore, the Company failed to make required payments of principal and interest on certain of its convertible debt instruments and notes payable. Additionally, the Company lost a contract with its primarily customer effective September 30, 2020, and management anticipates the non-renewal of another contract with that same customer in May 2021. These two contracts accounted for approximately 96% of the Company\u2019s revenues in 2020. These matters raise substantial doubt about the Company\u2019s ability to continue as a going concern. Management\u2019s Plan in regard to these matters is also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.\nBasis for Opinion\nThese consolidated financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (\u201cPCAOB\u201d) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company\u2019s internal control over financial reporting. Accordingly, we express no such opinion.\n2295 NW Corporate Blvd., Suite 240 \u2022 Boca Raton, FL 33431-7328\nPhone: (561) 995-8270 \u2022 Toll Free: (866) CPA-8500 \u2022 Fax: (561) 995-1920\nwww.salbergco.com \u2022 info@salbergco.com\nM", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1463208_2020.htm (CIK: 1463208, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02716", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nRisks Related to an Investment in Benefit Street Partners Realty Trust, Inc.\nThe ongoing COVID-19 pandemic is materially and adversely affecting our financial condition, operating results and cash flows and the operations and financial performance of many of the borrowers underlying our real estate-related assets, and we expect the adverse impacts will continue in the future.\nThe COVID-19 pandemic has had, and another pandemic or public health crisis in the future could have, repercussions across domestic and global economies and financial markets. The global impact of the COVID-19 outbreak evolved rapidly and many governmental authorities, including state and local governments in regions in which our borrowers own properties, have reacted by instituting government restrictions, border closings, quarantines, \u201cshelter-in-place\u201d orders and \u201csocial distancing\u201d guidelines which have forced many of our borrowers to suspend or significantly restrict their business activities, and has resulted in a dramatic increase in national unemployment and corporate bankruptcies, with particularly adverse impacts on the retail, including restaurants, and hospitality sectors.\nThe COVID-19 pandemic is materially and adversely affecting our financial condition, operating results and cash flows and the operations and financial performance of many of the borrowers underlying our real estate-related assets, and we expect the adverse impacts will continue in the future. Specifically, the COVID-19 pandemic has:\n\u2022significantly disrupted the financial markets for the assets in our real estate securities portfolio, resulting in significant decreases in market values for these assets and significant market volatility. This has resulted in margin calls from our lenders, which we have thus far satisfied, and could result in future margin calls which, if not satisfied, could result in the liquidation of some of our assets at significant losses.\n\u2022resulted in a decline in the value of commercial real estate generally, and significant declines in certain assets classes, including hospitality and retail, which has negatively impacted the value of our commercial mortgage loan portfolio, and could continue to negatively impact the value in the future, potentially materially.\n\u2022negatively impacted the financial stability of many of our borrowers, which has and is expected to continue to result in an increase in the number of our borrowers who become delinquent or default on their loans, or who seek to defer payment on or to amend the terms of their loans. Borrowers in the hospitality and retail sector have been particularly adversely impacted.\n\u2022increased the cost and decreased the availability of debt capital, including as a result of dislocations in the commercial mortgage-backed securities market, which has currently made raising capital through CDO or CLO securitizations impracticable, and as a result of lenders permitting significantly lower advance rates on our repurchase agreements.\n\u2022as a result of the decline in the market value of the loans in our CDOs and CLOs, we may not meet certain interest coverage tests, over-collateralization coverage tests or other tests that could result in a change in the priority of distributions, which could result in the reduction or elimination of distributions to the subordinate debt and equity tranches we own until the tests have been met or certain senior classes of securities have been paid in full. Accordingly, we may experience a reduction in our cash flow from those interests which may adversely affect our liquidity and therefore our ability to fund our operations or address maturing liabilities on a timely basis.\n\u2022resulted in a general decline in business activity which if continued will result in a decline in demand for mortgage financing, which could adversely affect our ability to make new investments or to redeploy the proceeds from repayments of our existing investments.\nThe extent to which the ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1562528_2020.htm (CIK: 1562528, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02717", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nReport of Independent Registered Public Accounting Firm\nTo the shareholders and the board of directors of Social Life Network, Inc.\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheets of Social Life Network, Inc. as of December 31, 2020 and 2019, the related statements of operations, stockholders' equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the \"financial statements\"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.\nSubstantial Doubt about the Company\u2019s Ability to Continue as a Going Concern\nThe accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience negative cash flows from operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.\nBasis for Opinion\nThese financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (\"PCAOB\") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company\u2019s internal control over financial reporting. Accordingly, we express no such opinion.\nOur audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.\nCritical Audit Matter\nThe critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matt", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1281984_2020.htm (CIK: 1281984, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02718", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nCompensation Committee Interlocks and Insider Participation\nThe members of the Compensation Committee during 2020 were Mr. Jaggers, Mr. Baker, Dr. Robert F. Heinemann (who retired in May 2020), Mr. Minarovic, Dr. M.W. Scoggins (who retired in May 2020), Ms. Shafer-Malicki, and Mr. David A. Trice (who retired in May 2020). No member of our Compensation Committee was at any time prior to or during 2020, or the first two months of 2021, an officer or employee of our Company. Additionally, no member of the Compensation Committee had any relationship with our Company requiring disclosure as a related-person transaction. During 2020, no executive officer of our Company served on the compensation committee of any other entity that had one or more of its executive officers serving as a member of our Compensation Committee. Furthermore, no executive officer of our Company served on the Compensation Committee of another company that had one of its executive officers serve as a member of our Board.\nCOMPENSATION COMMITTEE REPORT\nWe have reviewed and discussed the Compensation Discussion and Analysis with management and, based on our review and discussions, have recommended to the Board that the Compensation Discussion and Analysis be included in this Annual Report on Form 10-K for filing with the SEC.\nBy the Compensation Committee:\nJoseph N. Jaggers, Chair\nPhillips S. Baker, Jr.\nMichael J. Minarovic\nMary Shafer-Malicki\nThis report shall not be deemed to be incorporated by reference by any general statement incorporating by reference this Annual Report on Form 10-K into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, and shall not otherwise be deemed filed under such acts.\nCOMPENSATION DISCUSSION AND ANALYSIS\nThis section describes the objectives and elements of the executive compensation programs for our Named Executive Officers (NEOs). Our NEOs for this Proxy Statement include our principal executive officer, our principal financial officer and our two other most highly compensated executive officers, who are the only individuals who served as executive officers during 2020. Our NEOs for 2020 are:\n\u2022Timothy J. Cutt, President and Chief Executive Officer (CEO)\n\u2022Christopher K. Woosley, Executive Vice President (EVP), Corporate Secretary and General Counsel\n\u2022William J. Buese, Vice President, Chief Financial Officer (CFO) and Treasurer\n\u2022Joseph T. Redman, Vice President, Energy\nExecutive Summary\nCompany Overview and 2020 Business Highlights\nQEP is an independent crude oil and natural gas exploration and production (E&P) company with operations in two regions of the United States: the Southern Region (primarily in Texas) and the Northern Region (primarily in North Dakota).\n2020 Business Highlights\nOur Company delivered significant results and accomplishments in 2020:\n\u2022Generated a net income of $3.2 million, or $0.01 per diluted share;\n\u2022Reported $649.9 million of Adjusted EBITDA (a non-GAAP measure defined and reconciled in Item 7 of Part II of this Annual Report on Form 10-K), a 2% decrease from 2019;\n\u2022Reported net cash provided by operating activities of $673.2 million;\n\u2022Reported Free Cash Flow (a non-GAAP measure defined and reconciled in Item 7 of Part II of this Annual Report on Form 10-K) of $225.4 million in 2020 compared to Free Cash Flow outspend of $9.8 million in 2019;\n\u2022Reduced general and administrative expenses by 40% compared to 2019;\n\u2022Received $170.7 million in AMT credits refunds due to changes enacted by the CARES Act, inclusive of $5.6 million in interest income;\n\u2022Reduced principal amount of outstanding debt by $430.5 million;\n\u2022Recorded an additional income tax receivable of $61.6 million for AMT credit refunds related to NOL carrybacks due to changes enacted by the CARES Act;\n\u2022Reported year-end total proved reserves of 363.4 MMboe, including proved crude oil and condensate reserves of 237.9 MMbbls;\n\u2022Delivered oil and condensate product", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02719", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A.\nRISK FACTORS\n\ufeff\nCertain factors may have a material adverse effect on our business, financial condition and results of operations. You should consider carefully the risks and uncertainties described below, in addition to other information contained in this Annual Report on Form 10-K, including our financial statements and related notes. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business. If any of the following risks actually occurs, our business, financial condition, results of operations, and future prospects could be materially and adversely affected. In that event, the trading price of our Class B common stock could decline, and you could lose part or all of your investment.\n\ufeff\nRisks Related To Our Business\nThe recent Coronavirus outbreak has been declared a pandemic by the World Health Organization and recently has spread to the United States and many other parts of the world and may continue to adversely affect our business operations, store traffic, employee availability, financial condition, liquidity and cash flow for an extended period of time.\n\ufeff\nThe outbreak of the Coronavirus (\u201cCOVID-19\u201d) continues to grow both in the U.S. and globally, and related government and private sector responsive actions may continue to adversely affect our business operations. It is impossible to predict the effect and ultimate impact of the COVID-19 pandemic as the situation is rapidly evolving.\nAs the pandemic continues to grow, consumer fear about becoming ill with the virus and recommendations and/or mandates from federal, state and local authorities to avoid large gatherings of people or self-quarantine may continue to increase, which may continue to adversely affect traffic to our stores, results in further reduced store hours or result in store closures. Ongoing significant reductions in customer visits to, and spending at, our stores caused by COVID-19 would result in further loss of sales and profits and other material adverse effects. The extent of the impact of COVID-19 on our business, financial results, liquidity and cash flows will depend largely on future developments, including new information that may emerge concerning the severity and action taken to contain or prevent further spread within the U.S. and the related impact on consumer confidence and spending, all of which are highly uncertain and cannot be predicted.\nIf the COVID-19 outbreak continues and persists for an extended period of time, we expect there will be significant and material disruptions to our supply chain and operations, and delays in the manufacturing and shipment of our products, which may then have a material adverse effect on our business and results of operations.\nThese and other potential impacts of COVID-19, could therefore materially and adversely affect our business, financial condition and results of operations.\nIf we fail to offer products that customers want to purchase, our business and results of operations could be adversely affected.\nOur products must satisfy the desires of customers, whose preferences change over time. In order to be successful, we must design, obtain and offer to customers innovative and high-quality products on a continuous and timely basis. Failure to effectively respond to customer needs and preferences, or convey a compelling brand image or price-to-value equation to customers may result in lower net sales and gross profit margins.\nOur success depends in part on management\u2019s ability to effectively anticipate or identify customer needs and preferences and respond quickly with marketable product offerings in advance of the actual time of sale to the customer. Even if we are successful in anticipating or identifying our customers\u2019 needs and preferences, we must continue to develop and introduce innovative, high-qua", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1649744_2020.htm (CIK: 1649744, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02720", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nReport of Independent Registered Public Accounting Firm\nTo the Stockholders and Board of Directors of Sanderson Farms, Inc.\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheets of Sanderson Farms, Inc. and Subsidiaries (the Company) as of October 31, 2020 and 2019, the related consolidated statements of operations, stockholders' equity and cash flows for each of the three years in the period ended October 31, 2020, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the \u201cconsolidated financial statements\u201d). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at October 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended October 31, 2020, in conformity with U.S. generally accepted accounting principles.\nWe also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of October 31, 2020, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated December 17, 2020, expressed an unqualified opinion thereon.\nBasis for Opinion\nThese financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company\u2019s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\nCritical Audit Matter\nThe critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosure to which it relates.\nWorkers' Compensation Reserve\nDescription of the MatterThe workers\u2019 compensation reserve totaled $21.5 million at October 31, 2020. As discussed in Note 1 to the consolidated financial statements, the Company\u2019s reserve for workers\u2019 compensation is based on both known claims and estimates for claims incurred but not reported (\u201cIBNR\u201d). The Company utilizes various actuarial methodologies and analysis that contemplate known claims and IBNR claims to estimate the reserve. T", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 812128_2020.htm (CIK: 812128, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02721", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk\nThe net proceeds of our IPO and a portion of the proceeds of our concurrent sale of private placement warrants are held in a trust account invested in U.S. Government Treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended, and which invest only in direct U.S. Government Treasury obligations. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk. However, if the interest rates of U.S. Government Treasury obligations become negative, we may have less interest income available to us for the payment of taxes, and a decline in the value of the assets held in the trust account could reduce the amount of principal in the trust account below the amount initially deposited in the trust account.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1831979_2020.htm (CIK: 1831979, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02722", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nAll references to \"Notes\" in this Item 7 of Part II refer to the Notes to Consolidated Financial Statements included in Item 8 of Part II of this report. Certain statements in this report constitute forward-looking statements. See \"Special Note Regarding Forward-Looking Statements\" immediately prior to Item 1 of Part I of this report for factors relating to these statements and \"Risk Factors\" in Item 1A of Part I of this report for a discussion of certain risk factors applicable to our business, financial condition, results of operations, liquidity and prospects.\nOverview\nWe are an integrated communications company engaged primarily in providing an array of communications services to our business and residential customers. Our specific products and services are detailed below under the heading \"Operations - Products and Services\" in Item 1 of Part I of this report.\nOur ultimate parent company, Lumen Technologies, Inc., has cash management arrangements or loan arrangements with a majority of its income-generating subsidiaries that include lines of credit, affiliate obligations, capital contributions and dividends. Under these arrangements, the majority of our cash balance is advanced on a daily basis for centralized management by an affiliate of Lumen and most affiliate transactions are deemed to be settled at the time the transactions are recorded. The resulting net balance at the end of each period is reported as advances to affiliates or advances from affiliates on our consolidated balance sheets. From time to time we may declare and pay dividends to our parent, QSC. These dividends are settled in accordance with the cash management process described above, which has the net effect of reducing our advances to affiliates or increasing our advances from affiliates.\nAt December 31, 2020, we served approximately 2.8 million broadband subscribers. Our methodology for counting broadband subscribers may not be comparable to those of other companies.\nFor the reasons noted in Note 1-Background And Summary Of Significant Accounting Policies and Note 14-Products and Services Revenue, we have determined that we have one reportable segment.\nWe categorize our products, services and revenue among the following six categories:\n\u2022IP and Data Services, which primarily consists of VPN data networks, Ethernet, retail video, IP and other ancillary services;\n\u2022Transport and Infrastructure, which includes broadband, private line (including business data services) and other ancillary services;\n\u2022Voice and Collaboration, which includes primarily local voice, including wholesale voice, and other ancillary services;\n\u2022IT and Managed Services, which includes information technology services and managed services, which may be purchased in conjunction with our other network services;\n\u2022Regulatory Revenue, which consists of USF and CAF support payments and other operating revenue. We receive federal support payments from both federal and state USF programs and from the federal CAF II program. These support payments are government subsidies designed to reimburse us for various costs related to certain telecommunications services including the costs of deploying, maintaining and operating voice and broadband infrastructure in high-cost rural areas where we are not able to fully recover our costs from our customers; and\n\u2022Affiliate Services, which are telecommunication services we provide to our affiliates that we also provide to our external customers. In addition, we provide to our affiliates computer system development and support services, network support and technical services.\nFrom time to time, we change the categorization of our products and services, and we may make similar changes in the future.\nTrends Impacting Our Operations\nOur consolidated operations have been, and are expected to continue to be, impacted by the following company-wide trends:\n\u2022Customers' dema", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 68622_2020.htm (CIK: 68622, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02723", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation.\nThe following table sets forth the compensation we paid during the fiscal years ended February 29, 2020 and February 28, 2019 to our chief executive officer and other officers whose total compensation exceeded $100,000. The executive officers listed in the table below are referred to as the \u201cNamed Executive Officers.\u201d\nSummary Compensation Table (1)\n(1) The Columns designated by the Securities and Exchange Commission for the reporting of certain option awards, non-equity incentive plan compensation, and nonqualified deferred compensation earnings have been eliminated as no such awards or compensation were made to, earned by, or paid to or with respect to any person named in the table during any fiscal year covered by the table.\n(2) Represents 1,250,000 shares valued at $0.20 per share based on the closing price of our stock on the date of grant, all of which are fully vested.\n(3) Of this amount, $165,000 is compensation pursuant to a consulting agreement discussed in the section captioned \u201cCompensation Agreements with Key Personnel - Fiscal 2020\u201d below. This entire $165,000 amount was accrued. The remaining $52,000 represents a tax gross-up payment.\n(4) All of this compensation was received pursuant to a consulting agreement discussed in the section captioned \u201cCompensation Agreements with Key Personnel - Fiscal 2019\u201d below.\n(5) Represents 500,000 shares valued at $0.20 per share based on the closing price of our stock on the date of grant, all of which are fully vested.\n(6) All of this is compensation pursuant to a consulting agreement discussed in the section captioned \u201cCompensation Agreements with Key Personnel - Fiscal 2020\u201d below. Of the amount indicated in the table, $55,000 was actually paid, and $95,000 was accrued.\n(7) All of this compensation was received pursuant to a consulting agreement discussed in the section captioned \u201cCompensation Agreements with Key Personnel - Fiscal 2019\u201d below.\n(8) All of this amount was accrued.\n(9) Represents 750,000 shares valued at $0.20 per share based on the closing price of our stock on the date of grant, all of which are fully vested.\nCompensation Agreements with Key Personnel\nFiscal 2020. During the months of February and March 2020, we entered into two consulting agreements and one employment agreement (singly, a \u201cRemuneration Agreement,\u201d and collectively, the \u201cRemuneration Agreements\u201d) with several persons serving as our directors and officers. These persons include the individuals named in the following table, who will be receiving the annual remuneration set forth in this table:\n(1) US$90,000.00 as a base retainer for services as director and Chairman of the Board, and US$75,000 as an annual additional services retainer for expected additional duties and responsibilities to be requested\nEach Remuneration Agreement contains the following terms, provisions and conditions, whether it be a consulting agreement or an employment agreement:\n* An indefinite term that lasts until the Remuneration Agreement is terminated as follows:\n** By us, for events customarily designated as \u201cgood cause\u201d\n** By us, without \u201cgood cause,\u201d provided that we pay to the related director or officer a lump sum payment comprised essentially of all earned or accrued (but unpaid) remuneration to the date of termination, plus an additional year of remuneration, including the annual remuneration amount and a bonus computed on the basis of the highest declared bonus in the past three fiscal years\n** By the related director or officer, for events customarily designated as \u201cgood reason\u201d\n** By the related director or officer, without \u201cgood reason\u201d upon a minimum of 60-days advance written notice\n** Upon the death of the related director or officer\nMoreover, if after a \u201cchange of control\u201d of our company, the employment or engagement of the related director or officer is terminated within certain time periods thereafter either by such director or officer, or by us without \u201cgood cause,\u201d th", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1435387_2020.htm (CIK: 1435387, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02724", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nThe Company\u2019s Consolidated Financial Statements as of December 31, 2020 and 2019 and for each of the three years in the period ended December 31, 2020, together with the report of the Company's independent registered public accounting firm, are included in this Annual Report on Form 10-K beginning on page.\nItem 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 837465_2020.htm (CIK: 837465, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02725", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nPlease refer to the Consolidated Financial Statements and Notes to Consolidated Financial Statements in this Form 10-K and incorporated into this Item 8 by reference.\nItem 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1010470_2020.htm (CIK: 1010470, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02726", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data\nPer \u00a7229.301 of Regulation S-K, the Company, designated a Smaller Reporting Company as defined in Section \u00a7229.10(f)(1) of Regulation S-K, is not required to provide selected financial data. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations is intended to help the reader understand the results of operations and financial condition of the Company and should be read in conjunction with our audited consolidated financial statements and notes thereto for the year ended December 31, 2020.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1582554_2020.htm (CIK: 1582554, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02727", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nBLACKBAUD, INC.\nIndex to consolidated financial statements\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nTo the Board of Directors and Stockholders of Blackbaud, Inc.\nOpinions on the Financial Statements and Internal Control over Financial Reporting\nWe have audited the accompanying consolidated balance sheets of Blackbaud, Inc. and its subsidiaries (the \"Company\") as of December 31, 2020 and 2019, and the related consolidated statements of comprehensive income, of stockholders\u2019 equity and of cash flows for each of the three years in the period ended December 31, 2020, including the related notes (collectively referred to as the \u201cconsolidated financial statements\u201d). We also have audited the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).\nIn our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.\nChange in Accounting Principle\nAs discussed in Note 2 to the consolidated financial statements, the Company changed the manner in which it accounts\nfor leases in 2019.\nBasis for Opinions\nThe Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Report on Internal Controls Over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company\u2019s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.\nOur audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also inc", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1280058_2020.htm (CIK: 1280058, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02728", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations\nManagement's discussion and analysis reviews our consolidated financial position at December 31, 2020 compared with December 31, 2019, and our consolidated results of operations for the years ended December 31, 2020 and 2019, and where appropriate, factors that may affect future financial performance. This analysis should be read in conjunction with our audited consolidated financial statements, notes thereto and selected consolidated financial data appearing elsewhere in this report.\nFor information and analysis relating to our financial condition and consolidated results of operations as of and for the year ended December 31, 2019, as well as for the year ended December 31, 2019 compared with the year ended December 31, 2018, see Item 7. \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d in our Annual Report on Form 10-K for the year ended December 31, 2019.\nCautionary Statement Regarding Forward-Looking Information\nAll statements, trend analysis and other information contained in this report and elsewhere (such as in filings by us with the SEC, press releases, presentations by us or management or oral statements) may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements may relate to markets for our products, trends in our operations or financial results, strategic alternatives, future operations, strategies, plans, partnerships, investments, share buybacks and other financial developments, and are subject to assumptions, risks and uncertainties. Statements such as \u201cguidance\u201d, \u201cexpect\u201d, \u201canticipate\u201d, \u201cstrong\u201d, \u201cbelieve\u201d, \u201cintend\u201d, \u201cgoal\u201d, \u201cobjective\u201d, \u201ctarget\u201d, \u201cposition\u201d, \u201cpotential\u201d, \u201cwill\u201d, \u201cmay\u201d, \u201cwould\u201d, \u201cshould\u201d, \u201ccan\u201d, \u201cdeliver\u201d, \u201caccelerate\u201d, \u201cenable\u201d, \u201cestimate\u201d, \u201cprojects\u201d, \u201coutlook\u201d, \u201copportunity\u201d or similar words, as well as specific projections of future events or results qualify as forward-looking statements. Forward-looking statements, by their nature, are subject to a variety of inherent risks and uncertainties that could cause actual results to differ materially from the results projected. Many of these risks and uncertainties cannot be controlled by the Company. Factors that may cause our actual decisions or results to differ materially from those contemplated by these forward-looking statements include, among other things:\n\u2022general economic conditions and other factors, including prevailing interest rate levels and stock and credit market performance which may affect (among other things) our ability to sell our products, our ability to access capital resources and the costs associated therewith, the fair value of our investments, which could result in credit losses, and certain liabilities, and the lapse rate and profitability of policies;\n\u2022major public health issues, and specifically the COVID-19 pandemic and the resulting impacts on economic conditions and financial markets;\n\u2022customer response to new products and marketing initiatives;\n\u2022changes in Federal income tax laws and regulations which may affect the relative income tax advantages of our products;\n\u2022increasing competition in the sale of fixed annuities;\n\u2022regulatory changes or actions, including those relating to regulation of financial services affecting (among other things) bank sales and underwriting of insurance products and regulation of the sale, underwriting and pricing of products; and\n\u2022the risk factors or uncertainties listed from time to time in our filings with the SEC.\nFor a detailed discussion of these and other factors that might affect our performance, see Item 1A of this report.\nExecutive Summary\nExcellent customer service teamed with our ability to offer innovative insurance products that provide principal protection and lifetime income continued to result in significant sales ", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax law. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02729", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nCompensation Discussion and Analysis\nThis Compensation Discussion and Analysis (\u201cCD&A\u201d) describes our Fiscal 2020 Executive Compensation Program. It provides an overview of the compensation program for the following Named Executive Officers (\u201cNEOs\u201d) and how the Compensation Committee of the Board of Directors (\u201cthe Committee\u201d) made its decisions for our 2020 fiscal year.\n*Mr. Galvan retired from the Company effective August 30, 2019 and Mr. Kozlowski assumed the role of Vice President, Finance and Chief Financial Officer effective August 31, 2019 and also assumed the Principal Accounting Officer role effective July 13, 2020.\nSay on Pay Results in 2020\nAt our annual shareholders meeting in January 2020, our shareholders approved the \u201csay-on-pay\u201d proposal, with approximately 95% of votes cast in support of our executive compensation program.\nAlthough this vote is non-binding, its outcome, along with shareholder feedback and the competitive business environment, plays an important role in how the Committee makes decisions about the program\u2019s structure. To this end, the Committee periodically conducts reviews of the Executive Compensation Program, monitors industry practices and seeks feedback from some of our largest investors. Based in part on this feedback, the Committee introduced performance shares tied to the Company\u2019s three-year total shareholder returns relative to companies in the S&P Pharmaceuticals Select Industry Index as part of the long-term incentive program for NEOs in Fiscal 2018 and increased its weighting from 25% to 33.3% of the target award opportunity in Fiscal 2019 and 2020. Our executive compensation program for NEOs continues to place a significant emphasis on performance-based variable pay tied to key strategic objectives. We also maintain stock ownership requirements for executive officers and non-employee directors, and our Board of Directors recently approved an expanded compensation recovery or \u201cclawback\u201d provision amending all executive officer employment contracts in the event of the need for a restatement of a financial statement arising from fraud or misconduct. We believe these actions demonstrate our responsiveness to shareholder feedback and our ongoing commitment to aligning executive pay with performance and long-term value creation.\nThe following pages of this CD&A highlight performance results since Fiscal 2017 that have had a direct impact on the compensation paid to our NEOs over the same period of time. It looks specifically at the performance measures used in the short- and long-term incentive awards under the Executive Compensation Program that the Committee believes drive shareholder value. It also describes recently approved changes for Fiscal 2021 to further align our Executive Compensation Program with our objectives and best competitive practice.\nCOVID-19 Impact and Response\nThe COVID-19 pandemic poses serious health risks for all companies and the general public as well as financial challenges for many organizations. As a generic pharmaceutical company, we are considered to be an essential business and have maintained continuous operations throughout the pandemic. Over the past several years, we took a variety of actions to refocus our business on core generics, streamline our operations, strengthen our financial position and supply chain, and prioritize new product development to further diversify our portfolio and customer base. These initiatives, along with the hard work and dedication of our employees, has allowed us to successfully navigate through these challenging times. In March 2020, we implemented a variety of procedures and safeguards to help ensure the safety of\nemployees at our manufacturing plants, distribution center, and research and development facilities, while enabling other staff to work remotely. As a result, we have continued to operate profitably (excluding impairment charges and certain non-cash and non-recurring expenses), ", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 57725_2020.htm (CIK: 57725, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02730", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nSummary of Risk Factors\nAn investment in our common shares involves various risks, and you are urged to carefully consider all of the matters discussed in Part I, Item 1A of this Annual Report on Form 10-K under the caption \u201cRisk Factors\u201d in considering our business and prospects. The following is a summary list of some of these risks:\n\u2022Insurance Underwriting Risks. Insurance underwriting risks include risks related to adverse changes in the value of insurance liabilities, including risks related to an excess or shortage of underwriting capacity, unexpected changes in the claims environment, changes to distribution channels, and sufficiency of reserves.\n\u2022Operational Risks. Operational risks include risks related to inadequate or failed internal operations, and include risks related to employee performance and retention, internal controls, information technology, failure to protect confidential information and outsourcing relationships.\n\u2022COVID-19 Risks. Risks related to COVID-19 could result in reduced demand for insurance policies, increased claims, and increased losses due to legislative, regulatory and judicial actions. COVID-19 could also impact the Company through its impact on financial markets, interest rates, decreased access to capital, and disruptions to operations due to the impact of COVID-19 on third parties.\n\u2022Market, Credit, Investment and Liquidity Risks. Market, credit, investment and liquidity risks include risks related to the performance of Argo\u2019s investment portfolio, and include risks related to the performance of financial markets, foreign currency fluctuations, economic and political conditions, and the availability of reinsurance.\n\u2022Strategic Risks. Strategic risks include risks related to Argo\u2019s inability to implement appropriate business plans and strategies, and include risks related to the macroeconomic environment, risked-based capital requirements, the Company\u2019s debt, holding company structure, ratings and strategic transactions.\n\u2022Reputational Risks. Reputational risks include risks related to the risk of potential loss through a deterioration of Argo\u2019s reputation, and include risks related to potential violations of sanctions, anti-corruption or AML regulations and activist shareholder actions.\n\u2022Regulatory and Litigation Risks. Regulatory and litigation risks include risks related to the outcome of legal and regulatory proceedings, regulatory constraints on Argo\u2019s business, including constraints imposed on our Bermuda, U.S., U.K., or other subsidiaries, and limitations on a potential change of control due to Argo\u2019s corporate structure.\n\u2022Taxation Risks. Taxation risks include risks related to the Company and its non-U.S. subsidiaries\u2019 potential exposure to U.S. federal income and withholding taxes, risks related to the Company\u2019s U.S. subsidiaries being subject to increased tax liabilities, risks related to changes in U.S. federal income tax laws, risks related to U.S. equity security holders\u2019 potential exposure to U.S. federal income taxes on the Company\u2019s or its non-U.S. subsidiaries\u2019 undistributed earnings and profits or an increased U.S. federal income tax liability and interest charge on certain taxes deemed deferred due to our non-U.S. status, and risks related to potential exposure to U.K., and Bermuda taxes.\nOur operations and financial results are subject to various risks and uncertainties, including those described below, that could adversely affect our business, financial condition, results of operations, cash flows, and the trading price of our common shares. Investors should carefully consider these risks, along with the other information included in this report and in our other filings with the SEC, before making an investment decision regarding our common shares. There may be additional risks of which we are currently unaware or that we currently consider immaterial. All of these risks could have a material adverse effect on our financial condition, results of ope", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax liability, tax law. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02731", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nSocial Life Network, Inc. is referred to hereafter as \u201cwe\u201d, \u201cour\u201d or \u201cus\u201d.\nAn investment in our common stock is highly speculative and should be purchased only by persons who can afford to lose the entire amount invested in the common stock. Before purchasing any of the shares of common stock, you should carefully consider the following factors relating to our business and prospects. If any of the following risks occur, our business, financial condition or operating results could be materially adversely affected. In such case, you may lose all or part of our investment. You should carefully consider the risks described below and the other information in this annual report before in investing in our common stock.\nRisks Related to Our Business\nOur independent registered public accounting firm has issued a going concern opinion; there is substantial uncertainty that we will continue operations in which case you could lose your investment.\nIn their report dated March 31, 2021, our independent registered public accounting firm, B F Borgers CPA PC, stated that our financial statements have been prepared on a going concern basis which assumes that we will be able to realize our assets and discharge our liabilities and commitments in the normal course of business for the foreseeable future. We had an accumulated deficit of $31,766,214 at December 31, 2020, had a net loss of $202,720 and used net cash of $422,337 in operating activities for the 12 months ended December 31, 2020. Further, we had an accumulated deficit of $31,766,214 at December 31, 2020, had a net loss of $202,720 and gained net cash deficit of $422,337 in operating activities for the twelve months ended December 31, 2020. These factors raise substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon our generating profitable operations in the future and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due. Our management intends to finance operating costs over the next twelve months with existing cash on hand and public issuance of common stock. Although we may be successful in obtaining financing and/or generating revenue to fund our operations, meet regulatory requirements and achieve commercial goals, there are no assurances that such funding will be achieved at a sufficient level or that we will succeed in our future operations.\nIf our Social Networking Platform technology becomes obsolete, our ability to license our Platform and generate revenue from it will be negatively impacted.\nIf our Platform technology becomes obsolete, our results of operations will be adversely affected. The market in which we compete is characterized by rapid technological change, evolving industry standards, introductions of new products, and changes in customer demands that can render existing products obsolete and unmarketable. Our Platform will require continuous upgrading, or our technology will become obsolete, and our business operations will be curtailed or terminate.\nCustomer complaints and negative publicity regarding our products and services may hurt our business and reputation.\nWe may receive complaints or claims from threatened legal action or lawsuits from dissatisfied customers regarding the quality of media content distributed through our brand, networking events, promotions, and MjLink. These claims may not be covered by our insurance policies. Any resulting negative publicity and/or litigation could be costly for us, divert management attention, result in increased costs of doing business, or otherwise have a material adverse effect on our business and results of operations.\nLitigation may adversely affect our business, financial condition, and results of operations\nFrom time to time in the normal course of its business operations, we may become subject to litigation that may result in li", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1281984_2020.htm (CIK: 1281984, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02732", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data\nThe following table sets forth selected historical financial data for Sotherly Hotels Inc. and Sotherly Hotels LP for the years ended December 31, 2020, 2019, 2018, 2017, and 2016. The following selected historical financial data was derived from audited consolidated financial statements contained elsewhere in this Annual Report on Form 10-K and in prior filings. The Company\u2019s financial statements: for the years ended December 31, 2020, 2019, 2018, 2017 and 2016, have been audited by Dixon Hughes Goodman LLP our independent registered public accounting firm, for such periods. The audited historical financial statements include reclassifications and all adjustments, consisting of normal recurring adjustments, which we consider necessary for a fair presentation of our financial condition and the results of operations as of those dates and for those periods under accounting principles generally accepted in the United States of America.\nThe information presented below is only a summary and does not provide all of the information contained in our consolidated financial statements, including notes thereto, and should be read together with \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d and our consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K.\nSOTHERLY HOTELS INC.\nSELECTED HISTORICAL FINANCIAL DATA\n(1)\nAs of the period end.\n(2)\nOccupancy Percent is calculated by dividing the total daily number of rooms sold by the total daily number of rooms available. ADR is calculated by dividing the total daily room revenue by the total daily number of rooms sold. RevPAR is calculated by dividing the total daily room revenue by the total daily number of rooms available.\n(3)\nIndustry analysts and investors use Funds from Operations (\u201cFFO\u201d) as a supplemental operating performance measure of an equity REIT. FFO Available to Common Stockholders and Unitholders is calculated in accordance with the definition adopted by the Board of Governors of the National Association of Real Estate Investment Trusts (\u201cNAREIT\u201d). FFO, as defined by NAREIT, represents net income or loss determined in accordance with generally accepted accounting principles (\u201cGAAP\u201d), excluding extraordinary items as defined under GAAP and gains or losses from sales of previously depreciated operating real estate assets, plus certain non-cash items such as real estate asset depreciation and amortization, and after adjustment for any noncontrolling interest from unconsolidated partnerships and joint ventures.\nAdjusted FFO Available to Common Stockholders and Unitholders accounts for certain additional items that are not in NAREIT\u2019s definition of FFO, including changes in deferred income taxes, any unrealized gain (loss) on hedging instruments or warrant derivative, loan impairment losses, losses on early extinguishment of debt, aborted offering costs, loan modification fees, franchise termination costs, costs associated with the departure of executive officers, litigation settlement, over-assessed real estate taxes on appeal, management contract termination costs and change in control gains or losses.\n(4)\nHotel EBITDA represents the portion of net income or loss excluding: (1) interest expense, (2) interest income, (3) income tax provision or benefit, (4) equity in the income or loss of equity investees, (5) unrealized gains and losses on derivative instruments not included in other comprehensive income, (6) gains and losses on disposal of assets, (7) realized gains and losses on investments, (8) impairment of long-lived assets or investments, (9) loss on early debt extinguishment, (10) gains or losses on change in control, (11) gain on exercise of development right, (12) corporate general and administrative expense, (13) depreciation and amortization, (14) gains and losses on involuntary conversions of assets, (15) distributions to preferred stockholders and (16", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax provision. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02733", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.\nInformation contained in the section captioned \u201cQuantitative and Qualitative Disclosures About Market Risk\u201d on pages 17 through 19 of CSB\u2019s 2020 Annual Report is incorporated herein by reference.\nITEM 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 880417_2020.htm (CIK: 880417, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02734", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nThe following tables set forth certain information about compensation paid, earned or accrued for services by our President and all other executive officers (collectively, the \u201cNamed Executive Officers\u201d) in the fiscal years ended June 30, 2020 and 2019:\nSUMMARY COMPENSATION TABLE\nThe table below summarizes all compensation awarded to, earned by, or paid to our Officers for all services rendered in all capacities to us for the fiscal year ended as indicated:\n_____________\n(1)\nAppointed President and Chief Executive Officer, Treasurer and director on September 28, 2016.\n(2)\nAppointed Secretary on February 19, 2013. Appointed President on July 31, 2015, appointed Treasurer and director on February 19, 2013, and resigned as President, Treasurer and director September 28, 2016.\nNone of our directors have received monetary compensation since our inception through June 30, 2020. We currently do not pay any compensation to our directors serving on our board of directors.\nSTOCK OPTION GRANTS\nWe have not granted any stock options to the executive officers since our inception. Upon the further development of our business, we will likely grant options to directors and officers consistent with industry standards for junior mineral exploration companies.\nEMPLOYMENT AGREEMENTS\nThe Company is not a party to any employment agreement and has no compensation agreement with any of its officers and directors.\nDIRECTOR COMPENSATION\nThe following table sets forth director compensation as of June 30, 2020:\n_____________\n(1)\nAppointed President and Chief Executive Officer, Treasurer and director on September 28, 2016.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1530425_2020.htm (CIK: 1530425, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02735", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nRequired information is set forth under the captions \u201cCompensation Discussion and Analysis,\u201d \u201c2020 Summary Compensation Table,\u201d \u201c2020 Grants of Plan-Based Awards,\u201d \u201cOutstanding Equity Awards at 2020 Year-End,\u201d \u201c2020 Option Exercises and Stock Vested,\u201d \u201c2020 Pension Benefits Table,\u201d \u201c2020 Nonqualified Deferred Compensation,\u201d \u201cPotential Payments Upon Termination or Change in Control,\u201d \u201cDirector Compensation,\u201d \u201cCompensation Committee,\u201d and \u201cCompensation Committee Report\u201d in the Proxy Statement, and is incorporated herein by reference.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 98362_2020.htm (CIK: 98362, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02736", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION.\nSummary Compensation Table\nThe following table sets forth, for the years indicated, all compensation paid, distributed or accrued for services, including salary and bonus amounts, rendered in all capacities by the Company\u2019s principal executive officer, chief financial officer and all other executive officers; the information contained below represents compensation paid, distributed or accrued to the Company\u2019s officers for their work related to the Company.\n(1) The period ended December 31, 2020 refers to the six-month period ended December 31, 2020.\n(2) Option awards reflect the aggregate grant date fair value computed using the Black-Scholes model; for a discussion, please refer to Note 10 in the Notes to the Financial Statements herein.\n(3) Howard Crosby was the Company\u2019s CEO and CFO from October 6, 2016 to April 18, 2017, after which he became Executive Vice President until November 2018.\n(4) Julio DiGirolamo was the Company\u2019s CFO from April 18, 2017 to May 22, 2019.\n(5) Dan Hrushewsky was the Company\u2019s Executive Vice President from December 1, 2017 to October 15, 2018.\n(6) John Ryan was the Company\u2019s CEO from October 12, 2018 to April 14, 2020.\n(7) Wayne Parsons became the Company\u2019s CFO on May 22, 2019.\n(8) Sam Ash became the Company\u2019s CEO on April 14, 2020.\n(9) Restricted share units (\u201cRSUs\u201d) granted to Mr.. Ryan are calculated using a share price of C$0.50 on the applicable grant date. RSUs granted to Mr. Ash are calculated using a share price of C$0.73 on the applicable grant date.\n(10) DSUs granted to Mr. Parsons are calculated as follows: 2,500,000 * C$0.65 * 0.7041 (the foreign exchange rate as of date of grant).\n(11) DSUs granted to Mr. Williams are calculated as follows: 5,000,000 * C$0.65 * 0.7041 (the foreign exchange rate as of date of grant)\nGrant of Plan Based Awards\nOn October 24, 2019, 1,575,000 stock options were issued to directors and officers of the Company. These options have a 5-year life and are exercisable at C$0.60 per Common Share.\nOn April 20, 2020, 5,957,659 stock options were issued to certain directors of the Company. Each stock option entitles the holder to acquire one Common Share of the Company at an exercise price of C$0.55. The stock options vest in one fourth increments upon each anniversary of the grant date and expire in 5 years.\nOn September 30, 2020, 200,000 stock options were issued to a consultant of the Company. These options have a 3-year life and are exercisable at C$0.60 per Common Share.\nOn October 30, 2020, 235,000 stock options were issued to a consultant of the Company. These options expire on December 31, 2022 and are exercisable at C$0.50 per Common Share.\nOn February 19, 2021, 1,037,977 stock options were issued to an officer of the Company, of which 273,271 stock options vest immediately and the balance of 764,706 stock options shall vest on December 31, 2021. These options have a 5-year life and are exercisable at C$0.335 per Common Share.\nOutstanding Stock Options Awards At Fiscal Year End\nThe following table provides a summary of equity awards outstanding at December 31, 2020, for each of the named executive officers.\nLong-Term Incentive and Compensation Plans\nIn May 2020, and as part of its overall compensation planning, the Board introduced a long term incentive plan (the \u201cLong Term Incentive Plan\u201d or \u201cLTIP\u201d) that provides for time-based RSUs, DSUs, options (\u201cOptions\u201d) and performance-based share unit awards (\u201cPSUs\u201d, and collectively with RSUs, DSUs and Options, \u201cAwards\u201d) that may be granted to employees, officers and eligible consultants and directors of the Company and its affiliates. Recipients of Awards are defined as \u201cParticipants\u201d.\nThe aim of the Company\u2019s compensation program is to attract and retain highly qualified executives and to link compensation to performance and shareholder value. This must ensure that the compensation is sufficiently competitive to achieve this objective. The Board considers a number of factors in or", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1407583_2020.htm (CIK: 1407583, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02737", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data\nThe following tables set forth our selected consolidated financial data for the periods and as of the dates indicated. You should read the following selected consolidated financial data in conjunction with our audited consolidated financial statements and the related notes thereto included elsewhere in this Annual Report and the \"Management's Discussion and Analysis of Financial Condition and Results of Operations\" section of this Annual Report.\nThe selected consolidated financial data set forth below as of December 31, 2020 and 2019, and for the years ended December 31, 2020, 2019 and 2018, are derived from our audited consolidated financial statements included elsewhere in this Annual Report. The selected consolidated financial data set forth below as of December 31, 2018, 2017, and 2016, and for the years ended December 31, 2017 and 2016, are derived from our audited consolidated financial statements contained in reports previously filed with the SEC, not included herein. Our audited consolidated financial statements have been prepared in United States dollars in accordance with U.S. GAAP. The selected consolidated financial data in the below tables have been adjusted to reflect the effects of discontinued operations. See \"Notes to the Consolidated Financial Statements - Note 3\" appearing elsewhere in this Annual Report.\nOur historical results for any prior period are not necessarily indicative of results to be expected in any future period.\n(1)Revenues and deferred revenue in 2020, 2019, and 2018 are accounted for under ASC Topic 606, Revenue from Contracts with Customers, or ASC 606, and revenues and deferred revenue prior to 2018 are accounted for under ASC 605, Revenue Recognition, or ASC 605. We adopted ASC 606 on January 1, 2018 using the modified retrospective method, which applies the changes in accounting prospectively and does not restate prior periods. See \"Notes to the Consolidated Financial Statements - Notes 4, 6, and 18\" for discussions of transactions in 2018 resulting in a decrease in the balances of deferred revenue.\n(2)Total assets include $191, $161,225, and $129,545 of investments in preferred stock as of December 31, 2018, 2017, and 2016, respectively. In conjunction with the ZIOPHARM License Agreement in 2018, all of our ZIOPHARM preferred shares were returned to ZIOPHARM. See \"Notes to the Consolidated Financial Statements - Notes 10 and 11\" for discussions of impairment losses on goodwill and other noncurrent assets recognized in 2020 and 2019.\n(3)In 2018, we completed a registered underwritten public offering of $200,000 aggregate principal amount of Convertible Notes.\n(4)Other liabilities include $8,801 of deferred consideration as of December 31, 2016.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1356090_2020.htm (CIK: 1356090, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02738", "source": "edgar", "source_license": "public_domain", "text": "Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nSee the Report of Independent Registered Public Accounting Firm, Financial Statements and Notes to Financial Statements attached hereto at pages 14 through 32.\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nThe Members\nATEL Capital Equipment Fund X, LLC\nOpinion on the Financial Statements\nWe have audited the accompanying balance sheets of ATEL Capital Equipment Fund X, LLC (the \u201cCompany\u201d), as of December 31, 2020 and 2019, the related statements of income, changes in members\u2019 capital, and cash flows for the years then ended, and the related notes (collectively referred to as the \u201cfinancial statements\u201d). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.\nBasis for Opinion\nThese financial statements are the responsibility of the Management of the Company\u2019s Managing Member. Our responsibility is to express an opinion on the Company\u2019s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (\u201cPCAOB\u201d) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company\u2019s internal control over financial reporting. Accordingly, we express no such opinion.\nOur audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\nCritical Audit Matters\nCritical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.\n/s/ Moss Adams LLP\nSan Francisco, California\nMarch 29, 2021\nWe have served as the Company\u2019s auditor since 2007.\nATEL CAPITAL EQUIPMENT FUND X, LLC\nBALANCE SHEETS\nDECEMBER 31, 2020 AND 2019\n(In Thousands)\nSee accompanying notes.\nATEL CAPITAL EQUIPMENT FUND X, LLC\nSTATEMENTS OF INCOME\nFOR THE YEARS ENDED\nDECEMBER 31, 2020 AND 2019\n(In Thousands Except for Units and Per Unit Data)\nSee accompanying notes.\nATEL CAPITAL EQUIPMENT FUND X, LLC\nSTATEMENTS OF CHANGES IN MEMBERS\u2019 CAPITAL\nFOR THE YEARS ENDED\nDECEMBER 31, 2020 AND 2019\n(In Thousands Except for Units and Per Unit Data)\nSee accompanying notes.\nATEL CAPITAL EQUIPMENT FUND X, LLC\nSTATEMENTS OF CASH FLOWS\nFOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019\n(In Thousands)\nSee accompanying notes.\nA", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1186258_2020.htm (CIK: 1186258, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02739", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A: RISK FACTORS\nIN ADDITION TO THE FACTORS DISCUSSED ELSEWHERE IN THIS ANNUAL REPORT, THE FOLLOWING RISKS AND UNCERTAINTIES COULD MATERIALLY ADVERSELY AFFECT OUR BUSINESS, FINANCIAL CONDITION AND RESULTS OF OPERATIONS. ADDITIONAL RISKS AND UNCERTAINTIES NOT PRESENTLY KNOWN TO US OR THAT WE CURRENTLY DEEM IMMATERIAL ALSO MAY IMPAIR OUR BUSINESS OPERATIONS AND FINANCIAL CONDITION.\nWe lack an operating history and have losses which we expect to continue into the future. As a result, we may have to suspend or cease our operations and if we do not obtain sufficient financing, our business will fail.\nWe were incorporated on August 4, 2010, however as of the date of the filing of this Annual Report on Form 10-K we were not successful in achieving profitability through our operations.\nOur ability to achieve and maintain profitability and positive cash flow from our operations is dependent upon: (i) our ability to successfully market our Duesenberg EV to potential customers, (ii) our ability to obtain and retain customers, (iii) attract and retain merchants who wish to offer deals through our VGrab Applications and who will use our SMART Systems, (iv) react to challenges from existing and new competitors; and (v) increase the awareness of our brands domestically and internationally.\nIn order to continue our operations, we will be required to raise additional capital through financing, which would be subject to a number of factors, including market fluctuations, customer confidence, and general economic condition. These factors may make the timing, amount, terms or conditions of additional financing unavailable to us. Since our inception, we have used our common shares to raise money for our operations. We have not attained profitable operations and are dependent upon obtaining financing to pursue our plan of operation.\nBecause we are in a development stage of our operations, our business has a high risk of failure.\nAs of the date of the filing of this Annual Report on Form 10-K we are in a development stage of our operations and have incurred net losses since our inception. We have yet to attain profitable operations and are dependent upon obtaining adequate financing to carry out our business activities. The success of our business operations will depend upon our ability to obtain further financing to complete our planned development and marketing programs and to attain profitable operations. Companies in development stage of their operations often encounter difficulties in generating revenue from services that are provided based on the applications installed on smart phones, and the risk of failure of these companies is high. If we are not able to complete our strategy and successfully develop and market our Vgrab applications, SMART, as well as Duesenberg EV, we will not be able to attain sustainable profitable operations, resulting in failure of our business.\nIn addition, we have significant risks of failure associated with our business expansion into electric vehicles. There is uncertainty regarding our ability to execute prospective business plans as result of our inexperience in developing and mass-producing electric vehicles. As a result, we will depend on certain key personnel and may not be able to retain and attract qualified personnel. We run risks associated with developments in alternative technologies or improvements in the internal combustion engine. There is also a risk that our conceptual vehicles will fail to perform as expected.\nWe have determined there is substantial doubt about our ability to continue as a going concern; as a result, we could have difficulty finding additional financing.\nOur audited consolidated financial statements have been prepared assuming that we will continue as a going concern. We have not generated any revenue from our main operations since inception and have accumulated losses. Our ability to continue our operations depends on our ability to complete equity or debt financings or gen", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1551887_2020.htm (CIK: 1551887, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02740", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nThis management\u2019s discussion and analysis of financial condition and results of operations and other portions of this filing contain forward-looking information that involves risks and uncertainties. Our actual results could differ materially from those anticipated by the forward-looking information. You should review the \u201cSpecial Note Regarding Forward Looking Statements\u201d and \u201cRisk Factors\u201d sections of this annual report for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. The following discussion should be read in conjunction with our financial statements and the related notes included elsewhere in this filing.\nObservations on effects of novel coronavirus (COVID-19)\nOn March 11, 2020, the World Health Organization characterized the novel coronavirus outbreak as a pandemic. The outbreak has and continues to adversely affect the economies of the U.S., U.K., and other international markets and economies in which we operate. As a result of the World Health Organization characterizing the COVID-19 outbreak as a pandemic, national, state, and local governments have and continue to take actions such as declaring a state of emergency, implementing social distancing and other guidelines, and shutting down and/or limiting the opening or operation of certain businesses which are not considered essential. The Company continues to comply with such actions causing most employees to work remotely in all locations. Due to the pandemic, revenue decreased significantly for the fiscal year ended September 30, 2020 compared to fiscal year ended September 30, 2019. The largest driver of this revenue decrease was our customers having budgetary cuts or holds. However, we do anticipate returning to a regular volume of business in the future when the economy is fully open. In our HPP segment, companies have delayed decisions to purchase ARIA due to the pandemic. The pandemic has also had an adverse effect on our ability to transact one-on-one business in both segments. Due to the uncertainty of the pandemic, including but not limited to, regulatory measures or voluntary actions that have and may be put in place to limit the spread of COVID-19 and the duration of such measures, the impact of any further spread of COVID-19, or the resurgence of COVID-19 in a given geographic region after it has hit its \u201cpeak,\u201d at this time, and the timing and rollout of any approved vaccine to combat the spread of COVID-19, we cannot make a reasonable estimate on the extent or duration of the impacts on our business.\nPlease refer to Item 1A Risk Factors located in Part I in this Annual Report on Form 10-K for discussion of the risks related to COVID-19 on our business, financial condition, and results of operations.\nOverview of Fiscal 2020 Results of Operations\nRevenue decreased by approximately $17.3 million, or 22%, to $61.8 million for the fiscal year ended September 30, 2020 versus $79.1 million for the fiscal year ended September 30, 2019.\nGross profit margin percentage increased, from 23% of revenues for the fiscal year ended September 30, 2019 to 28% for the fiscal year ended September 30, 2020.\nWe generated an operating loss of approximately $1.4 million for the fiscal year ended September 30, 2020 as compared to an operating loss of approximately $0.8 million for the fiscal year ended September 30, 2019.\nThe Company recorded an income tax provision of approximately $384 thousand, which reflected an effective tax rate of (36.2%), for the year ended September 30, 2020. The provision is primarily driven by the recording of a partial valuation allowance against US deferred tax assets that are not more-likely-than-not to be realized, partially offset by current year federal R&D credits and the benefit resultin", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, deferred tax, tax rate, tax provision. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02741", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\n(1)\nDebt includes outstanding borrowings on our lines of credit and Paycheck Protection Program loan.\n(2)\nP/E ratios based on trailing 12-month diluted net income per share.\n(3)\nCapital employed does not include cash and cash equivalents, short-term investments (available for sale), short-term investments (held-to-maturity), long-term investments (held-to-maturity), long-term investments (rabbi trust), lines of credit, Paycheck Protection Program loan, noncurrent deferred tax assets and liabilities, income taxes receivable and payable, deferred compensation, and financial statement line items associated with our discontinued operation.\n(4)\nOperating working capital for this calculation is accounts receivable and inventories, offset by accounts payable-trade, account payable - capital expenditures, and deferred revenue.\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, deferred tax. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02742", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nTRICO BANCSHARES\nCONSOLIDATED BALANCE SHEETS\n(In thousands, except share data)\nThe accompanying notes are an integral part of these consolidated financial statements.\nTRICO BANCSHARES\nCONSOLIDATED STATEMENTS OF INCOME\n(In thousands, except per share data)\nCONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME\n(In thousands)\nThe accompanying notes are an integral part of these consolidated financial statements.\nTRICO BANCSHARES\nCONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS\u2019 EQUITY\n(In thousands, except share and per share data)\nThe accompanying notes are an integral part of these consolidated financial statements.\nTRICO BANCSHARES\nCONSOLIDATED STATEMENTS OF CASH FLOWS\n(In thousands)\nThe accompanying notes are an integral part of these consolidated financial statements.\nTRICO BANCSHARES\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\nYears Ended December 31, 2020, 2019 and 2018\nNote 1 - Summary of Significant Accounting Policies\nDescription of Business and Basis of Presentation\nTriCo Bancshares (the \u201cCompany\u201d or \u201cwe\u201d) is a California corporation organized to act as a bank holding company for Tri Counties Bank (the \u201cBank\u201d). The Company and the Bank are headquartered in Chico, California. The Bank is a California-chartered bank that is engaged in the general commercial and retail banking business in 29 California counties. The Company has five capital subsidiary business trusts (collectively, the \u201cCapital Trusts\u201d) that issued trust preferred securities, including two organized by the Company and three acquired with the acquisition of North Valley Bancorp.\nThe consolidated financial statements are prepared in accordance with accounting policies generally accepted in the United States of America and general practices in the banking industry. All adjustments necessary for a fair presentation of these consolidated financial statements have been included and are of a normal and recurring nature. The financial statements include the accounts of the Company. All inter-company accounts and transactions have been eliminated in consolidation. For financial reporting purposes, the Company\u2019s investments in the Capital Trusts of $1,731,000 are accounted for under the equity method and, accordingly, are included in other assets on the consolidated balance sheets. The subordinated debentures issued and guaranteed by the Company and held by the Capital Trusts are reflected as debt on the Company\u2019s consolidated balance sheets.\nUse of Estimates in the Preparation of Financial Statements\nThe preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.\nSegment and Significant Group Concentration of Credit Risk\nThe Company grants agribusiness, commercial, consumer, and residential loans to customers located throughout Northern and Central California. The Company has a diversified loan portfolio within the business segments located in this geographical area. The Company currently classifies all its operation into one business segment that it denotes as community banking.\nGeographical Descriptions\nFor the purpose of describing the geographical location of the Company\u2019s operations, the Company has defined northern California as that area of California north of, and including", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 356171_2020.htm (CIK: 356171, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02743", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. RISK FACTORS.\nWe face a variety of risks that may affect our business, financial condition, operating results, the trading price of our common stock, or any combination thereof. You should carefully consider the following information and the other information in this Form 10-K in evaluating our business and prospects and before making an investment decision with respect to our common stock. If any of these risks were to occur, our business, financial condition, results of operations or prospects could be materially and adversely affected. In such an event, the market price of our common stock could decline and you could lose all or part of your investment. The risks and uncertainties we describe below are not the only ones facing us. Additional risks not presently known to us or that we currently deem immaterial may also affect our business.\nRisks Related to Our Business\nRoyalty rates, or other terms, under our patent license agreements could be subject to determination through arbitration or other third-party adjudications or regulatory or court proceedings, and arbitrators, judges or other third-party adjudicators or regulators could determine that our patent royalty rates should be at levels lower than our agreed or historical rates or otherwise make determinations resulting in less favorable terms and conditions under our patent license agreements.\nHistorically, we strive for the terms of our patent license agreements, including our royalty rates, to be reached through arms-length bilateral negotiations with our licensees. We could agree, as we did with Huawei pursuant to our December 2013 settlement agreement, to have royalty rates, or other terms, set by third party adjudicators (such as arbitrators) and it is also possible that courts or regulators could decide to set or otherwise determine the FRAND consistency of such terms or the manner in which such terms are determined, including by determining a worldwide royalty rate for our SEPs. Changes to or clarifications of our obligations to be prepared to offer licenses to SEPs on FRAND terms and conditions could require such terms, including our royalty rates, to be determined through third party adjudications. Finally, we and certain of our current and prospective licensees have initiated, and we and others could in the future initiate, legal proceedings or regulatory proceedings requesting third party adjudicators or regulators to set FRAND terms and conditions for, or determine the FRAND-consistency of current terms and conditions in, our patent license agreements, and which could result in such third party adjudicators or regulators determining a worldwide royalty rate for our SEPs, such as the proceeding Xiaomi initiated before the Wuhan Intermediate People\u2019s Court to determine a worldwide rate for our 3G and 4G SEPs. To the extent that our patent royalty rates for our patent license agreements are determined through arbitration or other third party adjudications or regulatory or court proceedings rather than through bilateral negotiations, because such proceedings are inherently unpredictable and uncertain and there are currently few precedents for such determinations, it is possible that royalty rates may be lower than our historical rates, and this could also have a negative impact on royalties we are able to obtain from future licensees, which may have an adverse effect on our revenue and cash flow. In addition, to the extent that other terms and conditions for our patent license agreements are determined through such means, such terms and conditions could be less favorable than our historical terms and conditions, which may have an adverse effect on our licensing business.\nDue to the nature of our business, we could continue to be involved in a number of costly litigation, arbitration and administrative proceedings to enforce or defend our intellectual property rights and to defend our licensing practices.\nWhile some companies seek licenses before they ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1405495_2020.htm (CIK: 1405495, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02744", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6: SELECTED FINANCIAL DATA\nThe following selected consolidated financial data should be read in conjunction with the consolidated financial statements and notes thereto and \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d appearing elsewhere in this Annual Report on Form 10-K. The consolidated statement of income data for the years ended December 31, 2020, 2019 and 2018 are derived from our audited consolidated financial statements. The consolidated statement of income data for the years ended December 31, 2017 and 2016 have been adjusted for discontinued operations. The consolidated balance sheet data as of December 31, 2020 and 2019 are derived from our audited consolidated financial statements. The consolidated balance sheet data as of December 31, 2018, 2017 and 2016 have been adjusted for discontinued operations. The consolidated balance sheet data as of December 31, 2017 and 2016 has been adjusted for the adoption of the ASC 606, Revenue from Contracts with Customers (ASC 606).\n(1)Includes the impact of acquisitions and dispositions. For a summary of recent significant acquisitions and dispositions, please see \u201cNote 3 - Business Combinations\u201d and \u201cNote 4 - Discontinued Operations\u201d to the consolidated financial statements included in this report.\n(2)Working capital is calculated as the difference between total current assets and total current liabilities.\n(3)Reflects the impact of the adoption of the new lease accounting standard in 2019 which was adopted prospectively.\n(4)Reflects the impact of the adoption of the new revenue recognition accounting standard in 2018.\n(5)The consolidated balance sheet data as of December 31, 2018 includes the impact of a $463 million reduction to the provisional current and deferred tax liabilities recorded in the fourth quarter of 2017 and a $120 million reduction in 2018 to the deferred tax asset recognized in 2017 as a result of a tax rate change. The consolidated statement of income data for the year ended December 31, 2018 includes a $463 million income tax benefit and $120 million tax expense associated with such current and deferred tax liabilities and assets, respectively.\n(6)The consolidated balance sheet data as of December 31, 2017 includes the impact of a $695 million deferred tax asset recognized in 2017 as a result of our voluntary domiciling our Classifieds intangible assets into a new jurisdiction. The consolidated statement of income data for the year ended December 31, 2017 includes tax expense of $376 million caused by the foreign exchange remeasurement of our deferred tax assets and a $3.1 billion provisional tax expense associated with the enactment of the Tax Cuts and Jobs Act.\n(7)The consolidated balance sheet data for the year ended December 31, 2016 includes the impact of a $4.6 billion deferred tax asset recognized in 2016 as a result of our election to terminate an existing tax ruling and finalize a new agreement with the foreign tax authority. The consolidated statement of income data for the year ended December 31, 2016 includes a $4.6 billion income tax benefit associated with such deferred tax asset.\nITEM 7:", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax expense, deferred tax, tax rate. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02745", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nSummary Compensation\nExcept for the employment agreement for CEO Dr. Jon N Leonard described below, during the years ended December 31, 2020 and 2019, no salary, bonus or other compensation was awarded, earned or paid to the Company\u2019s executive officers for any service rendered in any capacity to the Company.\nWe intend to adopt a compensation plan for executive officers when we have positive and stable cash flows for the purpose of: (a) attracting and retaining talented executive officers who can assist with our business strategy; (b) aligning the interests of those executive officers with those of the Company; and (c) linking individual compensation to the performance of the Company. Any such plan that we may adopt will be designed to provide compensation that is both in line with our fiscal resources and competitive with companies at a similar stage of development.\nThe elements of compensation to be awarded to, earned by, paid to, or payable to our executive officers are currently expected to be composed of: (i) base salary (or consulting fees); (ii) option-based awards; and (iii) cash bonuses or share-based awards for exceptional performance that results in a significant increase in stockholder value.\nBase salary will be a fixed element of compensation payable to executive officers for performing the specific duties of their respective positions. The amount of base salary for each executive officer will be reviewed and set annually by the Board of Directors. While base salary is intended to fit into our overall compensation objectives by serving to attract and retain talented executive officers, the size of the Company and the nature and stage of its business will also impact the level of base salary.\nWe intend to use option-based awards as a variable element of compensation to attract and reward talented executives and professionals. Option-based awards are intended fit into our overall compensation objectives by aligning the interests of executive officers with those of the Company and linking individual compensation to its performance. The Board of Directors will be responsible for setting and amending any equity incentive plan under which an option based award would be granted. Previous grants of stock options will be taken into account when considering new grants.\nWe intend to award bonuses at our sole discretion and do not have any pre-existing performance criteria or objectives.\nAt this time we do not provide medical, dental, pension or other benefits to our executive officers.\nEmployment Agreements\nThe Company has an employment agreement with Dr. Jon Leonard, the Company\u2019s Chief Executive Officer at a compensation rate of $60,000 (which increases 5% per year) and six weeks per year of paid vacation. Payment and vacation benefits began to accrue in June, 2019.\nOther than the agreement in the previous paragraph, there are no employment agreements or arrangements, whether written or unwritten, between the Company and any of its executive officers. We do not contemplate entering into any other employment agreements with our executive officers until the Company has positive and stable cash flows.\nIncentive Plans\nThe Company does not have any plan or arrangement providing compensation to executive officers or directors intended to serve as an incentive for performance to occur over any period.\nEquity Compensation Plans\nThe Company does not have any stock option plans, stock appreciation rights or any other plan, contract, authorization or arrangement pursuant to which the executive officers or directors of the Company may receive equity-based compensation for their services to the Company.\nOutstanding Equity Awards\nNo executive officer or director of the Company had any unexercised option, stock that had not vested or equity incentive plan award as at the end of the Company\u2019s last completed fiscal year.\nPension and Retirement Plans\nThe Company does not have any plan or arrangement by which ", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1389067_2020.htm (CIK: 1389067, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02746", "source": "edgar", "source_license": "public_domain", "text": "Item 6 - Selected Financial Data\nSelected Financial Data Table\nIn thousands (except per share data)\nThe following items had a significant impact on our operations:\n(a)\nIn fiscal 2020, due to land development activities at Sky Ranch, we recognized $18.9 million in revenue from lot sales and $5.7 million in revenue from the sale of water and wastewater taps. Our revenue from water sales decreased by 78% to $1.0 million primarily related to the decline in the demand for industrial water sales, and we recorded a non-cash long-lived asset impairment charge of $1.4 million on our mineral rights in the Arkansas Valley, Colorado, in both cases due to the drop of the price of crude oil as a result of increased world-wide production and lower demand because of the COVID-19 pandemic and related shelter-in-place and stay-at-home orders. We invested $8.0 million in our land, water and wastewater systems, including $1.9 million for the wastewater facility at Sky Ranch, $586,400 for the purchase of equipment, and $8.5 million in costs related to the development of our Sky Ranch property. During fiscal 2020, we had net sales or maturities of marketable securities of $5.2 million. In addition, we received $10.5 million as partial reimbursement for advances we made to the Sky Ranch CAB to fund the construction of public improvements at the Sky Ranch property. Of the $10.5 million we received, $6.3 million was recognized in Other income and the remaining $4.2 million partially reduced the remaining capitalized costs in Land development inventories.\n(b)\nIn fiscal 2019, due to land development activities at Sky Ranch, we recognized $12.0 million in revenue from lot sales and $3.4 million in revenue from the sale of water and wastewater taps. Our revenue from water sales increased by 2% to $4.7 million primarily related to industrial water sales. We invested $14.1 million in our water and wastewater systems, including $8.1 million for the wastewater facility at Sky Ranch and $3.5 million for a water right and land acquisition, $354,000 for the purchase of equipment and $17.7 million in costs related to the development of our Sky Ranch property. During fiscal 2019, we had net sales or maturities of marketable securities of $3.7 million. In addition, we released our valuation allowance on our net deferred tax assets and recognized a deferred tax benefit of $1.3 million.\n(c)\nIn fiscal 2018, we invested $1.1 million in our water and wastewater systems, $1.8 million for the construction of pipelines, $5.3 million related to the development of our Sky Ranch property, and $445,400 for the purchase of equipment. During fiscal 2018, we had net sales or maturities of marketable securities of $11.4 million. Our revenue from water sales increased by 452% to $4.6 million primarily related to industrial water sales. In addition, we began construction at Sky Ranch and recognized $2.1 million in revenue from platted lot sales under the percentage-of-completion method.\n(d)\nIn fiscal 2017, we invested $2.5 million in our water and wastewater systems, $4.4 million for the construction of pipelines, $0.9 million related to development of our Sky Ranch property, and $95,400 for the purchase of equipment. During fiscal 2017, we had sales or maturities of marketable securities of $9.8 million.\n(e)\nIn fiscal 2016, we invested $923,800 in our water and wastewater systems and $285,600 for planning and design of our Sky Ranch property. We also purchased land for $450,300 in the Arkansas River Valley in Southeastern Colorado.\nItem 7", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: deferred tax, tax benefit. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02747", "source": "edgar", "source_license": "public_domain", "text": "Item 1A.\nRisk Factors.\nCareful consideration should be given to the following risk factors, in addition to the other information set forth in this Annual Report on Form 10-K and in other documents that we file with the SEC, in evaluating our company and our business. Investing in our common stock involves a high degree of risk. If any of the following risks actually occur, our business, financial condition, results of operations and future growth prospects could be materially and adversely affected.\nRisks Related to Our Financial Position\nWe will need substantial additional funding to continue our operations. If we are unable to raise capital when needed, we may be forced to delay, reduce and/or eliminate our research and drug development programs, reduce headcount, and future commercialization efforts, or take other actions that could adversely affect our business.\nDeveloping pharmaceutical products, including conducting preclinical studies and clinical trials, is a time-consuming, expensive and uncertain process that takes years to complete. We will be required to expend significant funds in order to advance the development of, conduct clinical trials of, and seek marketing approval for, our product candidate, ALRN-6924, as well as any other product candidates we may develop. If we are able to obtain marketing approval for ALRN-6924 or for any other product candidate in the future, we expect to incur significant commercialization expenses related to drug sales, marketing, manufacturing and distribution to the extent that such sales, marketing, manufacturing and distribution are not the responsibility of any collaborator that we may have at such time for any such product candidate. We also expect to continue to incur additional costs associated with operating as a public company.\nOur future capital requirements will depend on many factors, including:\n\u2022\nthe scope, progress, results and costs of our ongoing, planned and future clinical trials of ALRN-6924;\n\u2022\nthe impact of the COVID-19 pandemic on our business and operations;\n\u2022\nthe scope, progress, results and costs of drug discovery, preclinical research and clinical trials for other product candidates we may develop;\n\u2022\nthe number of future product candidates that we pursue and their development requirements;\n\u2022\nthe costs, timing and outcome of regulatory review of our product candidates;\n\u2022\nour ability to establish and maintain collaborations with third parties on favorable terms, if at all;\n\u2022\nthe success of any collaborations that we may enter into with third parties;\n\u2022\nthe extent to which we acquire or invest in businesses, products and technologies, including entering into licensing or collaboration arrangements for product candidates, although we currently have no commitments or agreements to complete any such transactions;\n\u2022\nthe costs and timing of future commercialization activities, including drug sales, marketing, manufacturing and distribution, for any product candidate for which we receive marketing approval, to the extent that such sales, marketing, manufacturing and distribution are not the responsibility of any collaborator that we may have at such time;\n\u2022\nthe amount of revenue, if any, received from commercial sales of our product candidates, should any product candidate receive marketing approval;\n\u2022\nthe costs of preparing, filing and prosecuting patent applications, maintaining and enforcing our intellectual property rights and defending intellectual property-related claims;\n\u2022\nour headcount growth and associated costs as we expand our business operations and our research and development activities; and\n\u2022\nthe costs of operating as a public company.\nWe believe that, based on our current operating plan, our cash, cash equivalents and investments as of the date of this Annual Report on Form 10-K will enable us to fund our operating expenses into the second half of 2023. Our funding estimates are based on assumptions that may prove to be wrong, and we could use our ava", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1420565_2020.htm (CIK: 1420565, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02748", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures about Market Risk\nThe information required herein is incorporated by reference to the information included under the sub-caption \u201cInterest Rate Risk Management\u201d in Item 7 \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations,\u201d of this Form 10-K.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1057706_2020.htm (CIK: 1057706, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02749", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nThe following discussion and analysis of the Company\u2019s financial condition and results of operations should be read in conjunction with our audited financial statements and the notes related thereto which are included in \u201cItem 8. Financial Statements and Supplementary Data\u201d of this Annual Report on Form 10-K.\nOverview\nWe are a blank check company incorporated on June 29, 2020 as a Delaware corporation and formed for the purpose of effecting a Business Combination with one or more target businesses. We completed our Public Offering on December 15, 2020.\nWe presently have no revenue, have had losses since inception from incurring formation costs and have had no operations other than the active solicitation of a target business with which to complete a business combination.\nSince completing our Public Offering, we have reviewed, and continue to review, a number of opportunities to enter into a Business Combination with an operating business, but we are not able to determine at this time whether we will complete a Business Combination with any of the target businesses that we have reviewed or with any other target business. We intend to effectuate our Business Combination using cash from the proceeds of our Public Offering and the sale of the Private Placement Warrants, our capital stock, debt, or a combination of cash, stock and debt.\nRecent Developments\nProposed Matterport Business Combination\nOn February 7, 2021, the Company entered into a Merger Agreement, by and among the Company, First Merger Sub, Second Merger Sub, and Matterport, which provides for, among other things: (a) the First Merger; and (b) immediately following the First Merger and as part of the same overall transaction as the First Merger, the Second Merger. The transactions set forth in the Merger Agreement, including the Mergers, will constitute a \u201cBusiness Combination\u201d as contemplated by the Company\u2019s Amended and Restated Certificate of Incorporation.\nThe Merger Agreement and the transactions contemplated thereby were unanimously approved by the Board of Directors of the Company on February 7, 2021 and the Matterport Board on February 7, 2021.\nThe Merger Agreement\nMerger Consideration\nPursuant to the terms of the Merger Agreement, at the effective time of the First Merger (the \u201cEffective Time\u201d), each share of Matterport\u2019s common stock, par value $0.001 per share (\u201cMatterport Common Stock\u201d), will be converted into the right to receive a number of newly-issued shares of the Company\u2019s Class A common stock, par value $0.0001 per share (\u201cCompany Class A common stock\u201d), equal to the Per Share Company Common Stock Consideration (as defined in the Merger Agreement) and each share of Matterport\u2019s preferred stock, par value $0.001 per share (\u201cMatterport Preferred Stock\u201d), will be converted into the right to receive a number of newly-issued shares of Company Class A common stock equal to the Per Share Company Preferred Stock Consideration (as defined in the Merger Agreement). Pursuant to the terms of the Merger Agreement, the Company is required to use reasonable best efforts to cause the shares of Company Class A common stock to be issued in connection with the transactions contemplated by the Merger Agreement (the Business Combination) to be listed on Nasdaq at the closing of the Business Combination.\nPursuant to the Merger Agreement, the aggregate merger consideration payable at the closing of the Business Combination to all of the stockholders and holders of equity awards of Matterport will be an aggregate number of shares, or equity awards exercisable for shares, of Company Class A common stock (deemed to have a value of $10.00 per share) equal to $2,188,750,000, divided by $10.00.\nIn addition to the consideration to be paid at the closing of the Business Combination, stockholders of Matterport will be entitled to receive their pro rata share of an additional number of ear", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1819394_2020.htm (CIK: 1819394, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02750", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nThe following Management\u2019s Discussion and Analysis (\u201cMD&A\u201d) is intended to help the reader understand the financial condition as of December 31, 2020, compared with December 31, 2019, and the results of operations in 2020 compared to 2019 of Lincoln National Corporation and its consolidated subsidiaries. Discussions of 2018 items and year-to-year comparisons between 2019 and 2018 that are not included in this Form 10-K can be found in \u201cPart II - Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d in our 2019 Form 10-K. Unless otherwise stated or the context otherwise requires, \u201cLNC,\u201d \u201cCompany,\u201d \u201cwe,\u201d \u201cour\u201d or \u201cus\u201d refers to Lincoln National Corporation and its consolidated subsidiaries.\nThe MD&A is provided as a supplement to, and should be read in conjunction with, our consolidated financial statements and the accompanying notes to the consolidated financial statements (\u201cNotes\u201d) presented in \u201cPart II - Item 8. Financial Statements and Supplementary Data,\u201d as well as \u201cPart I - Item 1A. Risk Factors\u201d above.\nFORWARD-LOOKING STATEMENTS - CAUTIONARY LANGUAGE\nCertain statements made in this report and in other written or oral statements made by us or on our behalf are \u201cforward-looking statements\u201d within the meaning of the Private Securities Litigation Reform Act of 1995 (\u201cPSLRA\u201d). A forward-looking statement is a statement that is not a historical fact and, without limitation, includes any statement that may predict, forecast, indicate or imply future results, performance or achievements. Forward-looking statements may contain words like: \u201canticipate,\u201d \u201cbelieve,\u201d \u201cestimate,\u201d \u201cexpect,\u201d \u201cproject,\u201d \u201cshall,\u201d \u201cwill\u201d and other words or phrases with similar meaning in connection with a discussion of future operating or financial performance. In particular, these include statements relating to future actions, trends in our businesses, prospective services or products, future performance or financial results and the outcome of contingencies, such as legal proceedings. We claim the protection afforded by the safe harbor for forward-looking statements provided by the PSLRA.\nForward-looking statements are subject to risks and uncertainties. Actual results could differ materially from those expressed in or implied by such forward-looking statements due to a variety of factors, including:\n\uf0b7The continuation of the COVID-19 pandemic, or future outbreaks of COVID-19, and uncertainty surrounding the length and severity of future impacts on the global economy and on our business, results of operations and financial condition;\n\uf0b7Further deterioration in general economic and business conditions that may affect account values, investment results, guaranteed benefit liabilities, premium levels and claims experience;\n\uf0b7Adverse global capital and credit market conditions that may affect our ability to raise capital, if necessary, and may cause us to realize impairments on investments and certain intangible assets, including goodwill and the valuation allowance against deferred tax assets, which may reduce future earnings and/or affect our financial condition and ability to raise additional capital or refinance existing debt as it matures;\n\uf0b7The inability of our subsidiaries to pay dividends to the holding company in sufficient amounts, which could harm the holding company\u2019s ability to meet its obligations;\n\uf0b7Legislative, regulatory or tax changes, both domestic and foreign, that affect: the cost of, or demand for, our subsidiaries\u2019 products; the required amount of reserves and/or surplus; our ability to conduct business and our captive reinsurance arrangements as well as restrictions on the payment of revenue sharing and 12b-1 distribution fees;\n\uf0b7The impact of U.S. federal tax reform legislation on our business, earnings and capital;\n\uf0b7The impact of Regulation Best Interest or other regulations adopted by the Securities and Ex", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: deferred tax, tax reform. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02751", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nRisks Related to our Business\nInvesting in our common stock involves a high degree of risk. You should carefully consider the following Risk Factors before deciding whether to invest in Amerityre. Additional risks and uncertainties not presently known to us, or that we currently deem immaterial, may also impair our business operations or our financial condition. If any of the events discussed in the Risk Factors below occur, our business, financial condition, results of operations or prospects could be materially and adversely affected. In such case, the value and marketability of the common stock could decline.\nIf as a result of the weakening economy or otherwise, we incur material losses, we may encounter difficulty in raising capital to meet our working capital needs.\nWhile we incurred a small net income from operations in three of the past four fiscal years, Amerityre lost money from operations in all periods prior to fiscal year 2017. While we are optimistic that we will be able to continue this positive profitability trend, there is no guarantee that this will be the case. In particular, the economic disruption caused by COVID-19 is uncertain.\nSince inception, we have been able to cover our operating losses from the sale of our securities. If we were to experience losses or negative net cash flow from operations in the future, there is no guarantee that funding sources will be available to cover future operating losses, and funding sources that are available could have a dilutive effect on our current investors. If we are unable to obtain adequate sources of funds to operate our business, we may not be able to continue as a going concern. Based on our financial results of the past two fiscal years we do not anticipate liquidity issues.\nOur business operations and plans could be adversely affected in the event we need additional financing and are unable to obtain such funding. The capital markets in general and for microcap companies in particular are subject to a variety of risks including COVID-19, a lack of business diversification and domestic and global economic declines. To the extent that our business strategy requires expanding our operations, such expansion could be costly to implement and may cause us to experience significant losses. Insufficient funds may prevent us from implementing our business strategy or may require us to delay, scale back or eliminate certain opportunities for the commercialization of our technology and products. If we cannot generate adequate sales of our products, or increase our revenues through licensing of our technology or other means, we may be forced to cease operations.\nBecause we face competition in all phases of our business, we may not be able to increase or maintain revenue or profitability, which may have an adverse effect our results of operations or stock price.\nA number of factors may affect future sales of our products even if we are successful in increasing our revenue base. These factors include whether competitors produce alternative or superior products, whether the cost of our products is competitive in the marketplace, and whether we can establish effective product sales and distribution networks. The tire industry is a highly competitive, global industry. Most of our competitors are larger companies with greater financial resources. Their access to greater resources enables them to adapt more quickly to changes in the markets we have targeted. Our competitors are able to devote greater resources to the development and marketing of new products. Most of the products we have developed have not obtained broad market acceptance and rely on our emerging technologies. To significantly improve our competitive position, we will need to make significant ongoing investments in manufacturing, customer support, marketing, sales, research and development and intellectual property protection. Intense competitive activity in the tire industry has caused and", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 945828_2020.htm (CIK: 945828, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02752", "source": "edgar", "source_license": "public_domain", "text": "Item 7.Management\u2019s Discussion And Analysis Of Financial Condition And Results Of Operations\nThe following discussion and analysis should be read in conjunction with \u201cItem 6 - Selected Financial Data\u201d and our audited Consolidated Financial Statements and the related notes thereto set forth in \u201cItem 8 - Financial Statements and Supplementary Data\u201d. In addition to historical information, this discussion and analysis contains forward-looking statements, including statements regarding the anticipated impact of the ongoing COVID-19 global pandemic on our business operations that involve risks, uncertainties and assumptions. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors including, but not limited to, those set forth under \u201cItem 1A - Risk Factors\u201d and elsewhere in this Annual Report.\nFor discussion related to changes in financial condition and our results of operations for fiscal year 2019 compared to fiscal year 2018, refer to \u201cPart II, Item 7 - Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d included in our Annual Report on Form 10-K for the fiscal year ended April 30, 2019, which was filed with the SEC on June 27, 2019.\nOverview\nWe are a dedicated contract development and manufacturing organization (\u201cCDMO\u201d) that provides a comprehensive range of services from process development to Current Good Manufacturing Practices (\u201cCGMP\u201d) clinical and commercial manufacturing, focused on biopharmaceutical drug substances derived from mammalian cell culture. With 27 years of experience producing monoclonal antibodies and recombinant proteins, our services include CGMP clinical and commercial product manufacturing, bulk packaging, release and stability testing and regulatory submissions support. We also provide a variety of process development services, including upstream and downstream development and optimization, analytical methods development, testing and characterization. All our services are available as either stand-alone or bundled for full development and manufacturing programs.\nStrategic Objectives\nThe following are our near-term strategic objectives:\n\u00b7Invest in additional manufacturing capacity and resources required for us to achieve our long-term growth strategy and meet the growth-demand of our customers\u2019 programs, moving from development through to commercial manufacturing;\n\u00b7Broaden our market awareness through a diversified yet flexible marketing strategy;\n\u00b7Continue to expand our customer base and programs with existing customers for both process development and manufacturing service offerings; and\n\u00b7Increase our operating profit margin to best in class industry standards.\nFiscal Year 2020 Highlights\nReported revenues of $59.7 million for fiscal 2020, an increase of 11%, or $6.1 million, from fiscal 2019, representing an all-time high for us.\nIncreased our customer base and expanded the scope of work with multiple existing customers to increase the number of manufacturing batches and/or scale of production, including entering into a new contract manufacturing agreement with one of the world\u2019s leading pharmaceutical companies to provide process transfer and clinical manufacturing services to the support the development of a novel therapeutic candidate.\nPersonnel\nAdded key members to our executive leadership team with the appointments of Timothy Compton as our Chief Commercial Officer and Richard Richieri as our Chief Operations Officer. Mr. Compton is focused on driving the continued growth of our CDMO business, including the ongoing expansion of our commercial and clinical customer base. Mr. Richieri oversees our process development, clinical and commercial manufacturing, technical support and facilities functions, and focuses on streamlining operations, building internal efficiencies and strategic planning for future growth.\nAppointed Catherine Mackey, Ph.D. to our board of directors as an independent mem", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 704562_2020.htm (CIK: 704562, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02753", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\n*The below figures are in relation to our most recent fiscal year end.\nOn August 2017, Mr. Chia Yee Seah was appointed as President, Secretary, Treasurer, and Director.\nSummary of Compensation\nStock Option Grants\nWe have not granted any stock options to our executive officers since our incorporation.\nEmployment Agreements\nWe do not have an employment or consulting agreement with any officers or Directors.\nCompensation Discussion and Analysis\nDirector Compensation\nOur Board of Directors does not currently receive any consideration for their services as members of the Board of Directors. The Board of Directors reserves the right in the future to award the members of the Board of Directors cash or stock-based consideration for their services to the Company, which awards, if granted shall be in the sole determination of the Board of Directors.\nExecutive Compensation Philosophy\nOur Board of Directors determines the compensation given to our executive officers in their sole determination. Our Board of Directors reserves the right to pay our executive or any future executives a salary, and/or issue them shares of common stock in consideration for services rendered and/or to award incentive bonuses which are linked to our performance, as well as to the individual executive officer\u2019s performance. This package may also include long-term stock-based compensation to certain executives, which is intended to align the performance of our executives with our long-term business strategies. Additionally, while our Board of Directors has not granted any performance base stock options to date, the Board of Directors reserves the right to grant such options in the future, if the Board in its sole determination believes such grants would be in the best interests of the Company.\nIncentive Bonus\nThe Board of Directors may grant incentive bonuses to our executive officer and/or future executive officers in its sole discretion, if the Board of Directors believes such bonuses are in the Company\u2019s best interest, after analyzing our current business objectives and growth, if any, and the amount of revenue we are able to generate each month, which revenue is a direct result of the actions and ability of such executives.\nLong-term, Stock Based Compensation\nIn order to attract, retain and motivate executive talent necessary to support the Company\u2019s long-term business strategy we may award our executive and any future executives with long-term, stock-based compensation in the future, at the sole discretion of our Board of Directors, which we do not currently have any immediate plans to award.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1723187_2020.htm (CIK: 1723187, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02754", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF OPERATIONS\nThe following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this Annual Report. Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.\n4 | Page\nAs of August 31, 2020, our accumulated deficit was $6,310. We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.\nYear Ended August 31, 2020 compared to the period from Inception (September 20, 2018) to August 31, 2019\nRevenue\nDuring the year ended August 31, 2020, the Company generated $4,000 in revenue compared to none for the period from Inception (September 20, 2018) to August 31, 2019. Total costs of the revenue were $1,400 for the year ended August 31, 2020.\nOperating Expenses\nDuring the year ended August 31, 2020, we incurred to expenses and professional fees of $7,932 compared to $978 for the period from Inception (September 20, 2018) to August 31, 2019. General and administrative and professional fee expenses incurred generally related to corporate overhead, financial and administrative contracted services, such as legal and accounting and developmental costs.\nOur net loss for the year ended August 31, 2020 was $5,332 compared to $978 for the period from Inception (September 20, 2018) to August 31, 2019.\nLIQUIDITY AND CAPITAL RESOURCES\nAs at August 31, 2020 our current assets were $27,634 compared to $5,000 in current assets at August 31, 2019. As at August 31, 2020 our total assets were $31,337 compared to $5,000 in total assets at August 31, 2019. As at August 31, 2020, our current liabilities were $7,797 compared to $2,978 as of August 31, 2019.\nStockholders\u2019 equity was $23,540 as of August 31, 2020 compared to $2,022 as of August 31, 2019.\nCash Flows from Operating Activities\nFor the year ended August 31, 2020, net cash flows used in operating activities was $3,896, consisting of net loss of $5,332, depreciation expenses of $103 and amortization expenses of $1,333.\nFor the period from Inception (September 20, 2018) to August 31, 2019, net cash flows used in operating activities was $978, consisting entirely of net loss.\nCash Flows from Investing Activities\nCash flows used in investing activities during year ended August 31, 2020 was $5,139 compare to $-0- for the period from Inception (September 20, 2018) to August 31, 2019.\nCash Flows from Financing Activities\nCash flows provided by financing activities during the year ended August 31, 2020 were $31,669 consisting of and $26,850 from proceed from issuance of common stock and $4,819 from loan from shareholder.\nCash flows provided by financing activities during the period from Inception (September 20, 2018) to August 31, 2019 were $5,978 consisting of $2,978 from loan from shareholder and $3,000 from proceed from issuance of common stock.\n5 | Page\nPLAN OF OPERATION AND FUNDING\nWe expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.\nExisting working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next six months. We have no lines of credit or other bank financing arrangements. Generally, ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1787123_2020.htm (CIK: 1787123, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02755", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nOverview\nWe are a clinical-stage pharmaceutical company focused on the development of innovative and differentiated prescription therapeutics for debilitating skin diseases with a focus on our lead asset for the treatment of hyperhidrosis. Our executive management team and board of directors bring extensive experience in product development and global commercialization, having served in leadership roles at large global pharmaceutical companies and biotechs that have developed and/or launched successful products, including several that were first-in-class and/or achieved iconic status, such as Cialis\u00ae, Taltz\u00ae, Gemzar\u00ae, Prozac\u00ae, Cymbalta\u00ae, and Juvederm\u00ae.\nOur pivotal Phase 3 clinical-stage investigational product candidate, sofpironium bromide, is a new chemical entity that belongs to a class of medications called anticholinergics. Anticholinergics block the action of acetylcholine, a chemical that transmits signals within the nervous system that are responsible for a range of bodily functions, including activation of the sweat glands. Sofpironium bromide was retrometabolically designed. Retrometabolic drugs are designed to exert their action locally and are potentially rapidly metabolized to a less active form once absorbed into the blood. This proposed mechanism of action may allow for potentially highly effective doses to be used while limiting systemic side effects. We intend to develop sofpironium bromide as a potential best-in-class, self-administered, once daily, topical therapy for the treatment of primary axillary (underarm) hyperhidrosis.\nHyperhidrosis is a life-altering condition of sweating beyond what is physiologically required for thermoregulation of the body. It is believed to be caused by an overactive cholinergic response of the sweat glands and affects an estimated 15.3 million, or 4.8%, of the U.S. population. According to a 2016 update on the prevalence and severity of hyperhidrosis in the U.S. by Doolittle et al., axillary hyperhidrosis, which is the targeted first potential indication for sofpironium bromide, is the most common occurrence of hyperhidrosis, affecting approximately 65% of patients, or an estimated 10 million individuals, in the U.S.\nCollaboration with Kaken in Asia\nWe and our development partner in Asia, Kaken, have conducted multiple clinical trials of sofpironium bromide gel that encompass over 1,300 subjects in the U.S. and Japan. These trials evaluated the potential safety, tolerability, PK, and efficacy of sofpironium bromide gel in adult and pediatric patients with primary axillary hyperhidrosis and healthy adult subjects.\nIn September 2020, Kaken received regulatory approval in Japan to manufacture and market sofpironium bromide gel, 5% under the brand name ECCLOCK\u00ae for the once-daily treatment of primary axillary hyperhidrosis. Japan is the first country to approve sofpironium bromide, which also marks the first approval of a topical presentation product for the treatment of primary axillary hyperhidrosis in Japan. This approval was based on the results of Kaken\u2019s Japanese pivotal Phase 3 registration study of sofpironium bromide gel, 5% in 281 patients with primary axillary hyperhidrosis, in which all primary and secondary efficacy endpoints demonstrated statistically significant differences between sofpironium bromide gel and vehicle. In addition, sofpironium bromide gel, 5% was observed to be safe and generally well tolerated in this study, as well as in the accompanying 52-week long-term safety extension study with 185 patients in Japan.\nIn November 2020, Kaken launched commercial sales of ECCLOCK\u00ae in Japan. This marked the first commercialization of sofpironium bromide worldwide. Under the Kaken Agreement, we are entitled to receive commercial milestone payments, as well as tiered royalties based on a percentage of net sales of sofpironium bromide gel in Japan. Furthermore, Kaken has rig", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 819050_2020.htm (CIK: 819050, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02756", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A.\nQUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nGeneral-We are exposed to market risk from changes in interest rates, currency exchange rates, raw materials and equity security prices.\nInterest Rates-We are exposed to market risk from changes in interest rates, primarily related to our indebtedness.\nAt December 31, 2019 and 2020 our aggregate indebtedness was split between 66% of fixed-rate instruments and 34% of variable-rate borrowings. The fixed-rate debt instruments minimize earnings volatility that would result from changes in interest rates. The following table presents principal amounts and weighted average interest rates for our aggregate outstanding indebtedness at December 31, 2020.\n*\nExcludes capital lease obligations.\nCurrency Exchange Rates -We are exposed to market risk arising from changes in currency exchange rates as a result of manufacturing and selling our products worldwide. Earnings are primarily affected by fluctuations in the value of the U.S. dollar relative to the euro, the Canadian dollar, the Norwegian krone and the United Kingdom pound sterling.\nThe majority of our sales from non-U.S. operations are denominated in currencies other than the U.S. dollar, principally the euro, other major European currencies and the Canadian dollar. A portion of our sales generated from our non-U.S. operations is denominated in the U.S. dollar (and consequently our non-U.S. operations will generally hold U.S. dollars from time to time). Certain raw materials used worldwide, primarily titanium-containing feedstocks, are purchased primarily in U.S. dollars, while labor and other production costs are purchased primarily in local currencies. Consequently, the translated U.S. dollar value of our non-U.S. sales and operating results are subject to currency exchange rate fluctuations which may favorably or unfavorably impact reported earnings. In addition to the impact of the translation of sales and expenses over time, our non-U.S. operations also generate currency transaction gains and losses which primarily relate to (i) the difference between the currency exchange rates in effect when non-local currency sales or operating costs (primarily U.S. dollar denominated) are initially accrued and when such amounts are settled with the non-local currency, (ii) changes in currency exchange rates during time periods when our non-U.S. operations are holding non-local currency (primarily U.S. dollars), and (iii) relative changes in the aggregate fair value of currency forward contracts held from time to time.\nAlso, we are subject to currency exchange rate risk associated with Kronos\u2019 Senior Notes, as such indebtedness is denominated in the euro. At December 31, 2020, we had the equivalent of $490.4 million outstanding under Kronos\u2019 euro-denominated Senior Notes (exclusive of unamortized debt issuance costs.) The potential increase in the U.S. dollar equivalent of such indebtedness resulting from a hypothetical 10% adverse change in exchange rates at such date would be approximately $49 million.\nSee Notes 1 and 19 to our Consolidated Financial Statements for a discussion of the assumptions we used to estimate the fair value of the financial instruments to which we are a party at December 31, 2019 and 2020.\nRaw Materials -Our Chemicals Segment is exposed to market risk from changes in commodity prices relating to our raw materials. As discussed in Item 1 we generally enter into long-term supply agreements for certain of our raw material requirements. Many of our raw material contracts contain fixed quantities we are required to purchase, or specify a range of quantities within which we are required to purchase. Raw material pricing under these agreements is generally negotiated quarterly or semi-annually depending upon the suppliers. For certain raw material requirements we do not have long-term supply agreements either because we have assessed the risk of the unavailability of those raw materials and/or the risk of ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 59255_2020.htm (CIK: 59255, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02757", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\nYou should read the following discussion and analysis of financial condition and results of operations together with our financial statements and related notes included elsewhere in this Annual Report on Form 10-K. This discussion and other parts of this Annual Report on Form 10-K contain forward-looking statements that involve risk and uncertainties, such as statements of our plans, objectives, expectations and intentions. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in the section titled \u201cRisk Factors.\u201d\nOverview\nWe are a commercial-stage dermatological cancer company focused on providing physicians and their patients with personalized, clinically actionable genomic information to make more accurate treatment decisions. We believe that the traditional approach to developing a treatment plan for certain cancers using clinical and pathology factors alone is inadequate and can be improved by incorporating personalized genomic information. Our non-invasive products utilize proprietary algorithms to provide an assessment of a patient\u2019s specific risk of metastasis or recurrence of their cancer, allowing physicians to identify patients who are likely to benefit from an escalation of care as well as those who may avoid unnecessary medical and surgical interventions. Our lead product, DecisionDx\u00ae-Melanoma, is a proprietary GEP test that predicts the risk of metastasis or recurrence for patients diagnosed with invasive cutaneous melanoma, a deadly skin cancer. This test has two current clinically actionable uses. The first use immediately following diagnosis predicts a patient\u2019s likelihood of having a sentinel lymph node negative biopsy result so that physicians and patients can discuss the risk and benefit of undergoing SLNB surgery. The second use is to inform the appropriate treatment plan, regardless of the decision to undergo or avoid the SLNB surgery. We estimate more than 130,000 patients are diagnosed with invasive cutaneous melanoma each year in the United States. We launched DecisionDx-Melanoma in May 2013.\nOn August 31, 2020, we commercially launched our cutaneous squamous cell carcinoma proprietary GEP test, DecisionDx\u00ae-SCC, and on November 2, 2020, we commercially launched our proprietary GEP test for suspicious pigmented lesions, DecisionDx\u00ae DiffDx\u2122-Melanoma. These two indications are areas of high clinical need in dermatological cancer and, together, represent an addressable population of approximately 500,000 patients in the United States.\nWe also market DecisionDx\u00ae-UM, which is a proprietary GEP test that predicts the risk of metastasis for patients with uveal melanoma, a rare eye cancer. We launched DecisionDx-UM in January 2010.\nBased on the substantial clinical evidence that we have developed, we have received Medicare coverage for DecisionDx-Melanoma and DecisionDx-UM, which represents approximately 50% of the addressable patient population for both of these tests.\nWe have processed over 70,000 clinical samples since our inception. Our revenue for the year ended December 31, 2020 was $62.6 million, compared to $51.9 million for 2019 and $22.8 million for 2018.\nThe numbers of DecisionDx-Melanoma, DecisionDx-SCC, DecisionDx-DiffDx and DecisionDx-UM test reports delivered by us during the years ended December 31, 2020 and 2019 are presented in the table below:\n(1)We commercially launched the DecisionDx-SCC test on August 31, 2020.\n(2)We commercially launched the DecisionDx DiffDx on November 2, 2020.\nWhile we continue to see new clinicians order the DecisionDx-Melanoma test for the first time, for the twelve months ended December 31, 2020, the number of new ordering clinicians (first time ordering the test) for our DecisionDx-Melanoma test decreased by 14% as comp", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1447362_2020.htm (CIK: 1447362, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02758", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data.\nThe following selected consolidated financial information for 2020, 2019 and 2018 has been obtained from our Consolidated Financial Statements. The selected historical statement of income data for the fiscal year ended December 31, 2017 has been derived from our audited consolidated financial statements included in Form 8-K filed September 25, 2020. The selected historical statement of income data for the fiscal year ended December 31, 2016 and balance sheet data as of December 31, 2017 and 2016, have not been recast for discontinued operations, are unaudited and have been derived from our accounting records. The information below is not necessarily indicative of the results of future operations and should be read in conjunction with the consolidated financial statements, related notes, and other financial information included therein.\nSelected financial data for 2016 is not presented on a comparable basis as it has not been recast for discontinued. Per share amounts do not necessarily sum due to rounding.\n(1) Special (gains) and charges for 2020 include the following charges net of tax, debt refinancing charges of $64.0, restructuring charges of $60.6, disposal and impairment charges of $41.5, charges for pay protection for certain employees impacted by COVID-19 net of government subsidies of $27.4, acquisition and integration charges of $10.6 and litigation and other charges of $50.0.\nDiscrete tax expense (benefits) for 2020 primarily include benefits associated with share-based compensation excess tax benefits of $(57.3), favorable adjustments due to the reduction of income tax reserves for uncertain tax positions of $(9.8) and expense related to the filing of prior year tax returns and other adjustments of $11.3.\n(2) Special (gains) and charges for 2019 include the following charges net of tax, net restructuring charges of $88.7, pension settlement and curtailment charges associated with ChampionX separation of $6.4, acquisition and integration charges of $9.9 and litigation and other charges of $23.3.\nDiscrete tax expense (benefits) for 2019 include benefits associated with share-based compensation excess tax benefits of $(43.1), favorable adjustments to the estimate for U.S. tax reform one-time repatriation tax benefit of $(3.1) and other tax net benefits of $(11.5).\n(3) Special (gains) and charges for 2018 include the following charges net of tax, a commitment to the Ecolab Foundation of $18.9, net restructuring charges of $61.9, acquisition and integration charges of $5.7 and litigation and other charges of $2.3.\nDiscrete tax expense (benefits) for 2018 include adjustments to the estimate for U.S. tax reform one-time repatriation tax expense of $66.0, benefits associated with share-based compensation excess tax benefits of $(27.7), a favorable adjustment related to changes in estimates and an IRS approved method change in our filed U.S. federal tax returns of $(39.9) and other tax expense of $3.7.\n(4) Special (gains) and charges for 2017 include the following charges net of tax, acquisition and integration charges of $18.5, net restructuring charges of $32.3, and charges on extinguished debt of $13.6. Gains, net of tax, include gain on sale of Equipment Care of $(12.4), tax benefits on the repatriation of cash to the U.S. of $(7.8) and a net gain of $(2.5) from other activity.\nDiscrete tax expense (benefits) for 2017 include a net benefit of $(158.9) for repricing of U.S. deferred tax positions to the U.S. tax reform rate and share-based compensation excess tax benefits of $(39.5). Expenses include recognizing adjustments from filing our 2016 U.S. federal income tax return and release of uncertain tax positions totaling $9.8 and other charges of $0.2.\n(5) Special (gains) and charges for 2016 include net of tax, charges of $50.0 associated with the downturn in the global energy market and litigation related charges of $26.4. Gains, net of tax, include a net gain for restructuring and a n", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax expense, deferred tax, tax benefit. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02759", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\nGeneral\nIn this Management\u2019s Discussion and Analysis, all references to \u201cwe,\u201d \u201cus,\u201d and the \u201cPartnership\u201d refer to America First Multifamily Investors, L.P., its consolidated subsidiaries, and consolidated VIEs as of December 31, 2020 and 2019.\nExecutive Summary\nThe Partnership was formed in 1998 for the primary purpose of acquiring a portfolio of mortgage revenue bonds (\u201cMRBs\u201d) that are issued by state and local housing authorities to provide construction and/or permanent financing for affordable multifamily and commercial properties. We also invest in governmental issuer loans (\u201cGILs\u201d), which are similar to MRBs, to provide construction financing for affordable multifamily properties. We generally refer to affordable multifamily and residential properties associated with our MRBs and GILs as \u201cResidential Properties.\u201d We expect and believe the interest received on our MRBs and GILs is excludable from gross income for federal income tax purposes. We may also invest in other types of securities and investments that may or may not be secured by real estate to the extent allowed by the Partnership Agreement.\nThe Partnership includes the assets, liabilities, and results of operations of the Partnership, our wholly owned subsidiaries and consolidated VIEs. All significant transactions and accounts between us and the consolidated VIEs have been eliminated in consolidation. See Note 2 to the Partnership\u2019s consolidated financial statements for additional details.\nAs of December 31, 2020, we have four reportable segments: (1) Mortgage Revenue Bond Investments, (2) Public Housing Capital Fund Trusts, (3) MF Properties, and (4) Other Investments. The Partnership separately reports its consolidation and elimination information because it does not allocate certain items to the segments. See Notes 2 and 25 to the Partnership\u2019s consolidated financial statements for additional details.\nEffects of COVID-19\nWe continue to monitor the impact of the novel coronavirus (\u201cCOVID-19\u201d) pandemic on all aspects of our business, including how it will impact our borrowers, business partners and tenants. While we have developed and implemented measures to monitor and mitigate the impact of COVID-19 to our business, the extent of the impact of the pandemic on our business and financial results will continue to depend on numerous factors that we are unable to reliably predict, including the duration and scope of the pandemic, general economic conditions during and after the pandemic, and governmental actions that have been taken, or may be taken in the future, in response to the pandemic. See the \u201cLiquidity and Capital Resources\u201d section in this Item 7 for information regarding our uses and potential sources of liquidity for the next twelve months.\nMortgage Revenue Bonds and Governmental Issuer Loans\nOur MRBs and GILs are secured by affordable multifamily properties (referred to as Residential Properties) except for the Live 929 MRB, which is secured by a student housing property, and the Provision Center 2014-1 MRB, which is secured by a commercial property. The decline in U.S. economic activity as a result of the COVID-19 pandemic continues to negatively impact employment and earnings for tenants of affordable housing properties nationwide, such as the Residential Properties securing our MRB investments.\nThe property owners and property management service providers of our MRB Residential Properties provide regular updates on operations and rental collections. These parties have reported average rental collections within 30 days of billing of 92% in November 2020, 91% in December 2020, and 91% in January 2021. Such collection rates, plus the availability of reserves, have allowed all of the multifamily Residential Properties to be current on contractual debt service payments on our MRBs and we have received no requests for forbearance of contractual debt service pa", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02760", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nThe Summary Compensation Table below sets forth individual compensation information for the Chief Executive Officer and the other executive officers serving as executive officers as of December 31, 2020 (collectively \u201cNamed Executive Officers\u201d):\n1 Assumptions used to determine the fair value of option awards can be found in Note 11 to our financial statements.\n2References to All Other Compensation include employer matching contributions to each individual\u2019s 401(k) defined contribution account under our company-wide 401(k) Pension and Profit Sharing Plan, routine payouts of excess vacation accruals, and employer payments for long-term care insurance under an executive carve-out.\nInformation Analysis Incorporated 2020 Annual Report on Form 10-K\nThe following table sets forth the outstanding equity awards for the named executive officers of the Company as of December 31, 2020:\nEach Named Executive Officer is a salaried employee, without any guaranteed incentives. Bonuses and stock option awards are at the discretion of the Compensation Committee of the Board of Directors. Executive officers are eligible to participate in the Information Analysis Incorporated 401(k) Pension and Profit Sharing Plan under the same terms and matching percentages as other salaried employees. Vacation accruals in excess of defined limits are automatically paid out to all salaried employees annually, and may be paid other times upon request. Executive officers receive a perquisite benefit of no-cash-value long-term care insurance paid by the Company.\nThe Company has no outstanding stock awards to any executive officer.\nEmployment Contracts, Termination of Employment and Change-in-Control Arrangements\nOn September 30, 1997, the Company agreed in writing to provide to Stanley A. Reese, Chief Executive Officer and President as of February 17, 2021, and formerly Senior Vice President and Chief Financial Officer, three months\u2019 severance pay of his full-time base salary, payable in normal payroll increments, in the event of the termination of his employment other than for cause. In the event of a change of control or the sale or transfer of substantially all of the Company\u2019s assets, the Company agreed that in the event of Mr. Reese\u2019s termination or substantial reduction of duties, he will receive a six-month severance payment of base salary, payable in lump sum or monthly, at the Company\u2019s discretion. Had the event of termination or change-in-control occurred on December 31, 2020, Mr. Reese\u2019s compensation under the agreement would have been $43,750 or $87,500, respectively.\nOn September 2, 2020, the Company agreed in writing to provide to Matthew T. Sands, Chief Financial Officer as of February 17, 2021, and formerly Controller and acting Chief Financial Officer, three months\u2019 severance pay of his full-time base salary, payable in normal payroll increments, in the event of the termination of his employment other than for cause. In the event of a change of control or the sale or transfer of substantially all of the Company\u2019s assets, the Company agreed that in the event of Mr. Reese\u2019s termination or substantial reduction of duties, he will receive a three-month severance payment of base salary, payable in lump sum or monthly, at the Company\u2019s discretion. Had the event of termination or change-in-control occurred on December 31, 2020, Mr. Sands\u2019 compensation under the agreement would have been $35,375.\nInformation Analysis Incorporated 2020 Annual Report on Form 10-K\nRetirement Plans\nThe Company has a Cash or Deferred Arrangement Agreement (CODA), which satisfies the requirements of section 401(k) of the Internal Revenue Code. This defined contribution retirement plan covers substantially all employees. Participants can elect to have up to the maximum percentage allowable of their salaries reduced and contributed to the plan. The Company may make matching contributions equal to a discretionary percentage of the participants\u2019 elect", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 803578_2020.htm (CIK: 803578, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02761", "source": "edgar", "source_license": "public_domain", "text": "Item 7.Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nIntroduction\nThe purpose of MD&A is to provide our stockholders and other interested parties with information necessary to gain an understanding of our financial condition and disclose changes in our financial condition since the most recent fiscal year-end and results of operations during the current fiscal period as compared to the corresponding period of the preceding fiscal year. The MD&A should be read in conjunction with Part I of this Annual Report on Form 10-K as well as the consolidated financial statements and related notes included in Part II Item 8 in this Annual Report on Form 10-K.\nThis MD&A does not address certain items in respect of the year ended December 31, 2018. A discussion and analysis of such period may be found in \"Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations\" of our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed with the SEC on February 24, 2020.\nOverview\nKBR, a Delaware corporation, delivers scientific, technology and engineering solutions to governments and companies around the world. Drawing from its rich 100-year history and culture of innovation and mission focus, KBR creates sustainable value by combining scientific, technology and engineering expertise with its full life cycle capabilities to help our clients meet their most pressing challenges. Our capabilities and offerings include the following:\n\u2022Scientific research such as quantum science and computing; health and human performance; materials science; life science research; and earth sciences;\n\u2022Defense systems engineering such as rapid prototyping; test and evaluation; aerospace acquisition support; systems and platform integration; and sustainment engineering;\n\u2022Operational support such as space domain awareness; C4ISR; human spaceflight and satellite operations; integrated supply chain and logistics; and military aviation support; and\n\u2022Information operations such as cybersecurity; data analytics; mission planning systems; virtual/augmented reality and technical training; and artificial intelligence and machine learning; and\n\u2022Technology such as licensing of proprietary, sustainability-focused process technology; advisory services focused on energy transition; and digitally-enabled asset optimization solutions.\nKBR's strategic growth vectors include:\n\u2022Defense modernization;\n\u2022Space superiority;\n\u2022Health and human performance; and\n\u2022Sustainable technology.\nOur stated financial policies and deployment priorities are to fund organic growth, maintain responsible leverage, maintain an attractive dividend, make strategic acquisitions and repurchase shares. Our acquisition thesis is centered around moving upmarket, expanding capabilities and broadening customer sets in its strategic growth vectors.\nOn October 1, 2020, we acquired Centauri, a provider of high-end engineering and development solutions for critical, well-funded, national security missions associated with space, intelligence, cyber, and emerging technologies such as directed energy and missile defense. Additional information relating to the Centauri acquisition is described in Part II of this Annual Report on Form 10-K in Note 4 to our consolidated financial statements.\nKBR delivers a wide range of professional services across defense, space and other government agencies spanning program management and consulting, mission planning, operational and platform support, research and development, test and evaluation, training, and logistics and facilities management. These services are provided primarily to government agencies in the U.S., U.K., Australia and other select countries under long-term programs with key technical, scientific or mission-specific differentiation. Key customers include U.S. DoD agencies such as the Missile Defense Agency, National Geospatial-Intelligence Agency, National Reconnaissance Office and ot", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1357615_2020.htm (CIK: 1357615, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02762", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nManagement\u2019s Annual Report on Internal Control Over Financial Reporting\nThe management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15(d)-15(f) of the Securities Exchange Act of 1934. The Company\u2019s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.\nBecause of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.\nThe Company\u2019s management assessed the effectiveness of the Company\u2019s internal control over financial reporting as of December 31, 2020 using the criteria set forth in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, the Company\u2019s management believes that, as of December 31, 2020, the Company\u2019s internal control over financial reporting was effective based on those criteria.\nThis Form 10-K does not include an attestation report of the Company\u2019s registered public accounting firm regarding internal control over financial reporting. Management\u2019s report was not subject to attestation by the Company\u2019s registered public accounting firm pursuant to the SEC\u2019s \u201csmaller reporting company\u201d rules that permit the Company to provide only management\u2019s assessment report for the year ended December 31, 2020.\n- 28 -\nReport of Independent Registered Public Accounting Firm\nStockholders and Board of Directors\nHudson Global, Inc.\nOld Greenwich, Connecticut\nOpinion on the Consolidated Financial Statements\nWe have audited the accompanying consolidated balance sheets of Hudson Global, Inc. and subsidiaries (the \u201cCompany\u201d) as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive loss, stockholders\u2019 equity, and cash flows for each of the two years in the period ended December 31, 2020, and the related notes (collectively, referred to as the \u201cconsolidated financial statements\u201d). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.\nBasis for Opinion\nThese consolidated financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (\u201cPCAOB\u201d) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinio", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1210708_2020.htm (CIK: 1210708, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02763", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\nThe following selected financial data should be read in conjunction with the Consolidated Financial Statements and notes thereto, Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations, and other financial data included elsewhere in this annual report.\n(Dollars in millions, except per share amounts)\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 728535_2020.htm (CIK: 728535, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02764", "source": "edgar", "source_license": "public_domain", "text": "Item 11. EXECUTIVE COMPENSATION\nThe information required by this Item for Holdings will be set forth in the \u201cGovernance of Our Company,\u201d \u201cExecutive Compensation\u201d and \u201cCompensation Committee Report\u201d sections of Holdings\u2019 Proxy Statement for the 2020 Annual Meeting of Stockholders which information is hereby incorporated herein by reference.\nHDS has omitted the information required by this Item pursuant to General Instruction I to the Form 10-K.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1465264_2020.htm (CIK: 1465264, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02765", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nThe following discussion and analysis of our financial condition and results of operations should be read in conjunction with our audited consolidated financial statements, the notes thereto and the other unaudited financial data included in this Annual Report on Form 10-K. We further invite you to visit our website, www.rreefpropertytrust.com, where we routinely post additional information about our company, such as, without limitation, our daily net asset value, or NAV, per share, press releases and information about upcoming investor conference calls. The public may find this information on our website. The contents of our website are not incorporated by reference. The terms \u201cwe,\u201d \u201cus,\u201d \u201cour\u201d and the \u201cCompany\u201d refer to RREEF Property Trust, Inc. and its subsidiaries.\nThe Company's NAV per share is published daily via NASDAQ\u2019s Mutual Fund Quotation System under the symbols ZRPTAX, ZRPTIX, ZRPTTX, ZRPTNX and ZRPTDX for its Class A shares, Class I shares, Class T shares, Class N shares and Class D shares, respectively. The NAV per share for each of our Class M-I, Class S and Class T2 Shares will be available on the Company's website and via NASDAQ's Mutual Fund Quotation System once the first sale of shares for that particular share class has occurred.\nPresentation\nDollar amounts presented throughout this Annual Report on Form 10-K are in thousands, except for per share amounts.\nOverview\nWe are a Maryland corporation formed on February 7, 2012, to invest in a diversified portfolio of high quality, income-producing commercial real estate properties and other real estate-related assets. We are an externally advised, perpetual-life corporation that initially elected to be taxed as a REIT for federal income tax purposes for the calendar year ended December 31, 2013. We hold our properties, real estate-related assets and other investments through RREEF Property Operating Partnership, LP, or our operating partnership, of which we are the sole general partner.\nWe invest primarily in the office, industrial, retail and apartment sectors of the commercial real estate industry in the United States. We may also invest in real estate-related assets, which include common and preferred stock of publicly-traded REITs and other real estate companies, which we refer to as \u201creal estate equity securities,\u201d and debt investments backed by real estate, which we refer to as \u201creal estate loans.\u201d\nOur board of directors will at all times have ultimate oversight and policy-making authority over us, including responsibility for governance, financial controls, compliance and disclosure. Pursuant to our advisory agreement, our board has delegated to our advisor authority to manage our day-to-day business in accordance with our investment objectives, strategy, guidelines, policies and limitations.\nOn May 30, 2013, upon receipt of a purchase order from our sponsor for $10,000 of Class I shares of our common stock and the release to us of funds in the escrow account, we commenced operations. Prior to May 30, 2013, we had neither engaged in any operations nor generated any revenues. Our entire activity from our inception date through May 30, 2013 was to prepare for and implement our public offering of our common stock.\nCoronavirus Pandemic\nThe coronavirus (COVID-19) pandemic has had, and is expected to continue to have, a significant impact on local, national and global economies and has resulted in a world-wide economic slowdown. We are closely monitoring the impact of the coronavirus pandemic on all aspects of our investments and operations, including how it will impact our tenants and business partners. While we did not incur significant disruptions in our operations from the coronavirus during the year ended December 31, 2020, the extent to which the coronavirus impacts our investments and operations will depend on future developments, which are highly uncertain an", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02766", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nExhibit 99.3, \"Biomerica, Inc. and Subsidiaries Consolidated Financial Statements\" is incorporated herein by this reference.\nITEM 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 73290_2020.htm (CIK: 73290, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02767", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data.\nINDEX TO CONSOLIDATED FINANCIAL STATEMENTS\nReport of Independent Registered Public Accounting Firm\nConsolidated Balance Sheets as of December 31, 2020 and 2019\nConsolidated Statements of Operations and Comprehensive Loss for the Years ended December 31, 2020 and 2019\nConsolidated Statements of Convertible Preferred Stock and Stockholders\u2019 Equity (Deficit) for the Years ended December 31, 2020 and 2019\nConsolidated Statements of Cash Flows for the Years ended December 31, 2020 and 2019\nNotes to Consolidated Financial Statements\nReport of Independent Registered Public Accounting Firm\nTo the Stockholders and the Board of Directors of Kymera Therapeutics, Inc.\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheets of Kymera Therapeutics, Inc. (the Company) as of December 31, 2020 and 2019, the related consolidated statements of operations and comprehensive loss, convertible preferred stock and stockholders\u2019 equity (deficit) and cash flows for the years then ended, and the related notes (collectively referred to as the \u201cconsolidated financial statements\u201d). In our opinion, the consolidated financial statements present fairly, in all material aspects, the financial position of the Company at December 31, 2020 and 2019, and the results of its operations and its cash flows for the years then ended, in conformity with U.S. generally accepted accounting principles.\nBasis for Opinion\nThese financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s financial statements based on our audits. We are a public accounting firm registered with the Public Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.\nOur audits included performing procedures to assess the risk of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\n/s/ Ernst & Young LLP\nWe have served as the Company\u2019s auditor since 2018.\nBoston, Massachusetts\nMarch 11, 2021\nKYMERA THERAPEUTICS, INC.\nConsolidated Balance Sheets\n(In thousands, except share and per share amounts)\nThe accompanying notes are an integral part of these consolidated financial statements.\nKYMERA THERAPEUTICS, INC.\nConsolidated Statements of Operations and Comprehensive Loss\n(In thousands, except share and per share amounts)\nThe accompanying notes are an integral part of these consolidated financial statements.\nKYMERA THERAPEUTICS, INC.\nConsolidated Statements of Convertible Preferred Stock and Stockholders\u2019 Equity (Deficit)\n(In thousands, except share and per share amounts)\nThe accompanying notes are an integral part", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1815442_2020.htm (CIK: 1815442, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02768", "source": "edgar", "source_license": "public_domain", "text": "Item 8.Financial Statements and Supplementary Data\nMANAGEMENT'S REPORT ON ITS ASSESSMENT OF THE COMPANY'S INTERNAL CONTROL OVER FINANCIAL REPORTING\nManagement of HollyFrontier Corporation (the \u201cCompany\u201d) is responsible for establishing and maintaining adequate internal control over financial reporting.\nAll internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.\nManagement assessed the Company's internal control over financial reporting as of December 31, 2020 using the criteria for effective control over financial reporting established in \u201cInternal Control - Integrated Framework\u201d issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Based on this assessment, management concludes that, as of December 31, 2020, the Company maintained effective internal control over financial reporting.\nThe Company's independent registered public accounting firm has issued an attestation report on the effectiveness of the Company's internal control over financial reporting as of December 31, 2020. That report is included herein.\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nTo the Stockholders and the Board of Directors of HollyFrontier Corporation\nOpinion on Internal Control over Financial Reporting\nWe have audited HollyFrontier Corporation\u2019s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, HollyFrontier Corporation (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on the COSO criteria.\nWe also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2020 and 2019, the related consolidated statements of income, comprehensive income, cash flows, and equity for each of the three years in the period ended December 31, 2020, and the related notes of the Company and our report dated February 24, 2021 expressed an unqualified opinion thereon.\nBasis for Opinion\nThe Company\u2019s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management\u2019s Report on its Assessment of the Company\u2019s Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company\u2019s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.\nOur audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.\nDefinition and Limitations of Internal Control Over Financial Reporting\nA company\u2019s internal control over financial reporting is a process designed to provide re", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 48039_2020.htm (CIK: 48039, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02769", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Consolidated Financial Data\nThe tables below set forth our selected consolidated historical financial data for the periods indicated. The selected consolidated historical financial data as of and for the years ended December 31, 2020, 2019, 2018 and 2017 have been derived from our audited consolidated financial statements, which are included in the consolidated financial statements and related notes thereto included elsewhere in this Annual Report. Our historical results are not necessarily indicative of future results. The selected financial data in this section is not\nintended to replace the financial statements and is qualified in its entirety by the financial statements and related notes included in this filing.\nThe following selected consolidated financial data as of and for the years ended December 31, 2020, 2019, 2018, 2017 and 2016 should be read in conjunction with \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations,\u201d and the consolidated financial statements and related notes thereto included elsewhere in this Annual Report (dollars in thousands):\n(1)\nThe per share data for distributions reflects the actual amount of distributions declared during the period.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1655050_2020.htm (CIK: 1655050, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02770", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors.\nYou should consider carefully the risks described below, as well as the other information in this Annual Report on Form 10-K, before deciding whether to purchase, hold or sell shares of our common stock. The occurrence of any of the following risks could harm our business, financial condition, results of operations and/or growth prospects or cause our actual results to differ materially from those contained in forward-looking statements we have made in this report and those we may make from time to time. You should consider all of the factors described as well as the other information in this Annual Report on Form 10-K, including our financial statements and the related notes and \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d when evaluating our business. If any of the following risks actually occur, our business, financial condition, results of operations and future growth prospects could be materially and adversely affected. In these circumstances, the market price of our common stock could decline and you may lose all or part of your investment. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations.\nRisks Related to Our Financial Condition\nOur reliance upon a small number of third-party payors for a significant portion of our revenue may materially adversely affect our financial condition and results of operations.\nWe receive a substantial portion of our revenue from a small number of third-party payors, primarily Medicare. Our revenue for our test reports provided for patients covered by Medicare as a percentage of total revenue, was 58% for the year ended December 31, 2020 and 49% for the year ended December 31, 2019. If our largest current payors were to significantly reduce, or cease to pay, the amount they reimburse for our products, or if they do not reach favorable coverage and reimbursement decisions for our products, or attempt to recover amounts they had already paid, it could have a material adverse effect on our business, financial condition and results of operations and cause significant fluctuations in our results of operations.\nDue to how we recognize revenue, our quarterly revenues may not reflect our underlying business.\nWe have concluded that our contracts include variable consideration because the amounts paid by Medicare or commercial health insurance carriers may be paid at less than our standard rates or not paid at all, with such differences considered implicit price concessions. Variable consideration attributable to these price concessions is measured at the expected value using the \u2018\u2018most likely amount\u2019\u2019 method under Accounting Standards Codification Topic 606, Revenue from Contracts with Customers, or ASC 606. The amounts are determined by historical average collection rates by test type and payor category taking into consideration the range of possible outcomes, the predictive value of our past experiences, the time period of when uncertainties expect to be resolved and the amount of consideration that is susceptible to factors outside of our influence, such as the judgment and actions of third parties. Such variable consideration is included in the transaction price only to the extent it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainties with respect to the amount are resolved. Variable consideration may be constrained and excluded from the transaction price in situations where there is no contractually agreed upon reimbursement coverage or in the absence of a predictable pattern and history of collectability with a payor. Variable consideration for Medicare claims that are not covered by an LCD, including those claims subject to approval by an Administrative Law Judge, or ALJ, at an appeal hearing, is deemed to be fully constrained due to factors outside our influence (i.e., j", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1447362_2020.htm (CIK: 1447362, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02771", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation.\nThe information set forth under the captions \u201cDirector Compensation\u201d and \u201cExecutive Officer Compensation\u201d of our definitive proxy statement to be filed with the SEC, relating to our 2021 annual meeting of stockholders, is incorporated herein by reference.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 831259_2020.htm (CIK: 831259, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02772", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nThere are risks, many beyond our control, which could cause our results to differ significantly from management\u2019s expectations. Some of these risk factors are described below. Any factor described in this Annual Report on Form 10-K could, by itself or together with one or more other factors, adversely affect our business, results of operations and/or financial condition. Additional risks and uncertainties not currently known to us or that we currently consider to not be material also may materially and adversely affect us. In assessing these risks, you should also refer to other information disclosed in our SEC filings, including the financial statements and notes thereto. The risks discussed below also include forward-looking statements, and actual results may differ substantially from those discussed or implied in these forward-looking statements.\nCOVID-19 and Economic-Related Risks\nThe global COVID-19 pandemic has adversely affected our business, financial condition and results of operations, and the ultimate effect of the pandemic on our business, financial condition and results of operations will depend on future developments and other factors that are highly uncertain.\nThe global COVID-19 pandemic and related government-imposed and other measures intended to control the spread of the disease, including restrictions on travel and the conduct of business, such as stay-at-home orders, quarantines, travel bans, border closings, business and school closures and other similar measures, have had a significant impact on global economic conditions and have negatively impacted certain aspects of our business, financial condition and results of operations, and may continue to do so in the future. The governmental and social response to the COVID-19 pandemic has resulted in an unprecedented slow-down in economic activity and a related increase in unemployment. The COVID-19 pandemic, and related efforts to contain it, have also caused significant disruptions in the functioning of the financial markets and have increased economic and market uncertainty and volatility.\nGiven the ongoing, dynamic and unprecedented nature of the COVID-19 pandemic, it is difficult to predict the full impact the pandemic will have on our business. While certain factors point to improving economic conditions, uncertainty remains regarding the path of the economic recovery, the mitigating impacts of government interventions, the success of vaccine distribution and the efficacy of administered vaccines, as well as the effects of the change in leadership resulting from the recent elections. The COVID-19 pandemic may subject us to any of the following risks, any of which could have a material adverse effect on our business, financial condition, liquidity, results of operations, risk-weighted assets and regulatory capital:\n\u2022because the incidence of reported COVID-19 cases and related hospitalizations and deaths varies significantly by state and locality, the economic downturn caused by the pandemic may be deeper and more sustained in certain areas, including those in which we do business, relative to other areas of the country;\n\u2022our ability to market our products and services may be impaired by a variety of external factors, including a prolonged reduction in economic activity and continued economic and financial market volatility, which could cause demand for our products and services to decline, in turn making it difficult for us to grow assets and income;\n\u2022if the economy is unable to substantially reopen and high levels of unemployment continue for an extended period of time, loan delinquencies, problem assets, and foreclosures may increase, resulting in increased charges and reduced income;\n\u2022collateral for loans, especially real estate, may decline in value, which may reduce our ability to liquidate such collateral and could cause loan losses to increase and impair our ability over the long run to maintain our targeted loan origination ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 357173_2020.htm (CIK: 357173, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02773", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11\nEXECUTIVE COMPENSATION\nThe information under the headings \u201cCompensation Discussion and Analysis,\u201d \u201cDirector Compensation,\u201d \u201cExecutive Compensation,\u201d \u201cCorporate Governance - Compensation Committee Interlocks and Insider Participation,\u201d and \u201cCompensation Committee Report\u201d included in our 2021 Proxy Statement is incorporated herein by reference.\nITEM 12", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1396009_2020.htm (CIK: 1396009, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02774", "source": "edgar", "source_license": "public_domain", "text": "Item 1A\nITEM 1A. RISK FACTORS\nOur operations and financial results are subject to various risks and uncertainties, including those described below, that could adversely affect our business, financial condition, results of operations, cash flows, and the trading price of our common stock.\nWe face intense competition across all markets for our products and services, which may lead to lower revenue or operating margins.\nCompetition in the technology sector\nOur competitors range in size from diversified global companies with significant research and development resources to small, specialized firms whose narrower product lines may let them be more effective in deploying technical, marketing, and financial resources. Barriers to entry in many of our businesses are low and many of the areas in which we compete evolve rapidly with changing and disruptive technologies, shifting user needs, and frequent introductions of new products and services. Our ability to remain competitive depends on our success in making innovative products, devices, and services that appeal to businesses and consumers.\nCompetition among platform-based ecosystems\nAn important element of our business model has been to create platform-based ecosystems on which many participants can build diverse solutions. A well-established ecosystem creates beneficial network effects among users, application developers, and the platform provider that can accelerate growth. Establishing significant scale in the marketplace is necessary to achieve and maintain attractive margins. We face significant competition from firms that provide competing platforms.\n\u2022\nA competing vertically-integrated model, in which a single firm controls the software and hardware elements of a product and related services, has succeeded with some consumer products such as personal computers, tablets, phones, gaming consoles, wearables, and other endpoint devices. Competitors pursuing this model also earn revenue from services integrated with the hardware and software platform, including applications and content sold through their integrated marketplaces. They may also be able to claim security and performance benefits from their vertically integrated offer. We also offer some vertically-integrated hardware and software products and services. To the extent we shift a portion of our business to a vertically integrated model we increase our cost of revenue and reduce our operating margins.\n\u2022\nWe derive substantial revenue from licenses of Windows operating systems on PCs. We face significant competition from competing platforms developed for new devices and form factors such as smartphones and tablet computers. These devices compete on multiple bases including price and the perceived utility of the device and its platform. Users are increasingly turning to these devices to perform functions that in the past were performed by personal computers. Even if many users view these devices as complementary to a personal computer, the prevalence of these devices may make it more difficult to attract application developers to our PC operating system platforms. Competing with operating systems licensed at low or no cost may decrease our PC operating system margins. Popular products or services offered on competing platforms could increase their competitive strength. In addition, some of our devices compete with products made by our original equipment manufacturer (\u201cOEM\u201d) partners, which may affect their commitment to our platform.\n\u2022\nCompeting platforms have content and application marketplaces with scale and significant installed bases. The variety and utility of content and applications available on a platform are important to device purchasing decisions. Users may incur costs to move data and buy new content and applications when switching platforms. To compete, we must successfully enlist developers to write applications for our platform and ensure that these applications have high quality, security, customer appeal,", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 789019_2020.htm (CIK: 789019, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02775", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nAs a financial institution, the Corporation\u2019s primary source of market risk is interest rate risk, which is the exposure to fluctuations in the Corporation\u2019s future earnings resulting from changes in interest rates. This exposure is correlated to the repricing characteristics of the Corporation\u2019s portfolio of assets and liabilities. Each asset or liability reprices either at maturity or during the life of the instrument.\nThe principal purpose of asset/liability management is to maximize current and future net interest income within acceptable levels of interest rate risk while satisfying liquidity and capital requirements. Net interest income is enhanced by increasing the net interest margin and the growth in earning assets. As a result, the primary goal of interest rate risk management is to maintain a balance between risk and reward such that net interest income is maximized while risk is maintained at an acceptable level.\nThe Corporation uses an asset-liability management model to measure the effect of interest rate changes on its net interest income. The Corporation\u2019s management also reviews asset-liability maturity gap and repricing analyses regularly. The Corporation does not always attempt to achieve a precise match between interest sensitive assets and liabilities because it believes that an actively managed amount of interest rate risk is inherent and appropriate in the management of the Corporation\u2019s profitability.\nAsset-liability modeling techniques and simulation involve assumptions and estimates that inherently cannot be measured with precision. Key assumptions in these analyses include maturity and repricing characteristics of assets and liabilities, prepayments on amortizing assets, non-maturing deposit sensitivity, and loan and deposit pricing. These assumptions are inherently uncertain due to the timing, magnitude, and frequency of rate changes and changes in market conditions and management strategies, among other factors. However, the analyses are useful in quantifying risk and provide a relative gauge of the Corporation\u2019s interest rate risk position over time.\nManagement reviews interest rate risk on a quarterly basis and reports to the ALCO. This review includes earnings shock scenarios whereby interest rates are immediately increased and decreased by 100, 200, 300, and 400 basis points. These scenarios, detailed in the table below, indicate that there would not be a significant variance in net interest income over a one-year period due to interest rate changes; however, actual results could vary significantly. At December 31, 2020 and 2019, all interest rate risk levels according to the model were within the tolerance limits of ALCO-approved policy. In addition, the table does not take into consideration changes that management would make to realign its assets and liabilities in the event of an unexpected changing interest rate environment. Due to the current low interest rate environment, the 300 and 400 basis point declining interest rate scenarios have been excluded the following table.\nITEM 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 736772_2020.htm (CIK: 736772, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02776", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data\nAs a \u201csmaller reporting company\u201d as defined in Item 10(f)(1) of Regulation S-K, the Trust is not required to provide information required by this Item.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1509228_2020.htm (CIK: 1509228, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02777", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6.SELECTED FINANCIAL DATA\nFinancial information related to fiscal years ended December 31, 2017 and 2016 may be found in Part II, Item 6. Selected Financial Data in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed with the SEC on March 3, 2020. Please refer to the consolidated financial statements included herein in Part II, Item 8. Financial Statements and Supplementary Data for information with respect to the fiscal years December 31, 2020, 2019, and 2018.\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1421461_2020.htm (CIK: 1421461, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02778", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures about Market Risk\nMarket risk is the risk of loss from adverse changes in market prices and rates. Our primary market risks include risks related to interest rates and foreign currency exchange rates.\nInterest Rate Risk\nAt December 31, 2020, we had outstanding total indebtedness of approximately $143.7 million. At December 31, 2020, all of this indebtedness, other than borrowings under our Credit Facility (described below), accrues interest at fixed interest rates.\nAs our borrowings under the Credit Facility are subject to variable interest rates, we are subject to interest rate risk to the extent we have outstanding balances under the Credit Facility. On July 27, 2017, the U.K. Financial Conduct Authority announced that it intends to stop persuading or compelling banks to submit LIBOR rates after 2021. Our Credit Facility includes provisions to determine a replacement rate for LIBOR if necessary during its term, which require that we and our lenders agree upon a replacement rate based on the then-prevailing market convention for similar agreements. We currently do not expect the transition from LIBOR to have a material impact on us. However, if clear market standards and replacement methodologies have not developed as of the time LIBOR becomes unavailable, we may have difficulty reaching agreement on acceptable replacement rates under our Credit Facility. In the event that we do not reach agreement on an acceptable replacement rate for LIBOR, outstanding borrowings under the Credit Facility would revert to a floating rate equal to the alternative base rate (which, as of the time that LIBOR becomes unavailable, is equal to the greater of the Prime Rate and the Federal Funds effective rate plus 0.50%) plus the applicable margin for the alternative base rate which ranges between 2.0% and 3.0%. If we are unable to negotiate replacement rates on favorable terms, it could have a material adverse effect on our financial condition and results of operations.\nWe may, from time to time, use derivative financial instruments to help mitigate rising interest rates under our Credit Facility. We do not use derivatives for trading or speculative purposes and only enter into contracts with major financial institutions based on their credit rating and other factors.\nForeign Currency Exchange Rate Risk\nOur operations, including that of our subsidiaries, are conducted in various countries around the world, and we receive revenue from these operations in a number of different currencies with the most significant of our international operations using British Pounds Sterling and Brazilian Real. Our financial results may be affected by changes in foreign currency exchange rates. Our consolidated balance sheets at December 31, 2020 reflected approximately $6.8 million of net working capital related to our foreign subsidiaries, a majority of which is within the United Kingdom and Brazil. Our foreign subsidiaries receive their income and pay their expenses primarily in their local currencies. To the extent that transactions of these subsidiaries are settled in the local currencies, a devaluation of these currencies versus the U.S. dollar could reduce the contribution from these subsidiaries to our consolidated results of operations as reported in U.S. dollars. In 2020, we recorded net foreign currency losses of approximately $1.6 million in other expense, a majority of these losses are due to currency fluctuations related to our operations in Brazil.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 866609_2020.htm (CIK: 866609, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02779", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\nAs a \u201csmaller reporting company\u201d as defined by Item 10 of Regulation S-K, we are not required to provide this information.\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1211805_2020.htm (CIK: 1211805, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02780", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6.SELECTED FINANCIAL DATA\nThe selected financial data and comparative operating statistics for PNMR should be read in conjunction with the Consolidated Financial Statements and Notes thereto and MD&A.\n(1) Upon adoption of ASU 2016-02 - Leases (Topic 842) on January 1, 2019, the Company classifies its fleet vehicle and equipment leases and its office equipment leases that commenced on or after January 1, 2019 as financing leases. See Note 8.\nA - 27\n(1) Includes sales to Tri-State under hazard sharing agreement.\n(2) For the years ended December 31, 2020 and 2019, $7.9 million and $6.8 million of sales related to the SJGS 65 MW are classified as other miscellaneous revenue from contracts with customers (Note 4).\n(3) Beginning in 2018, alternative revenue programs include recovery or refund provisions under PNM\u2019s renewable energy rider; true-ups to PNM\u2019s formula transmission rates, and TNMP\u2019s AMS surcharge, and transmission cost recovery factor; and the energy efficiency incentive bonuses at PNM and TNMP. Beginning in 2018, alternative revenue programs also include the impacts of the PUCT\u2019s January 25, 2018 order regarding the change in the federal corporate income tax rate in 2018 at TNMP. See Notes 4 and 17.\n(1) PNM purchases energy for a large customer on the customer\u2019s behalf and delivers the energy to the customer\u2019s location through PNM\u2019s transmission system. PNM charges the customer for the cost of the energy as a direct pass through to the customer with only a minor impact in utility margin resulting from providing ancillary services.\n(2) Decrease beginning in 2017 reflects the loss of NEC as a wholesale generation customer (Note 17).\n(3) Includes sales to Tri-State under hazard sharing agreement.\nA - 28\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax rate. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02781", "source": "edgar", "source_license": "public_domain", "text": "Item 1A.Risk Factors\nSummary of Risk Factors\nOur business is subject to numerous risks and uncertainties, including those highlighted in the section titled \u201cRisk Factors,\u201d that represent challenges that we face in connection with the successful implementation of our strategy. The occurrence of one or more of the events or circumstances described in the section titled \u201cRisk Factors,\u201d alone or in combination with other events or circumstances, may adversely affect our ability to effect a business combination, and may have an adverse effect on our business, cash flows, financial condition and results of operations. Such risks include, but are not limited to:\n\u25cfWe are a newly formed company without an operating history;\n\u25cfStockholders may lack the opportunity to vote on our proposed business combination;\n\u25cfHolders of our securities lack protections normally afforded to investors of blank check companies;\n\u25cfThe fact that there may be a deviation from our acquisition criteria;\n\u25cfOur potential issuance of equity and/or debt securities to complete a business combination;\n\u25cfThe fact that we lack working capital;\n\u25cfThe potential for third-party claims that have the effect of reducing the per-share redemption price;\n\u25cfThe potential of a negative interest rate for securities in which we invest the funds held in the Trust Account;\n\u25cfThe potential for our stockholders being held liable for claims by third parties against us;\n\u25cfWe may be unable to enforce our Sponsor\u2019s indemnification obligations;\n\u25cfThe ability of warrant holders to obtain a favorable judicial forum for disputes with our company;\n\u25cfOur dependence on key personnel;\n\u25cfPotential conflicts of interest involving of our Sponsor, officers and directors;\n\u25cfThe potential of the delisting of our securities by NYSE;\n\u25cfIf shares of ours are redeemed and warrants expire worthless;\n\u25cfThe fact that our competitors may have advantages over us in seeking a business combination;\n\u25cfOur ability or inability to obtain additional financing;\n\u25cfOur initial stockholders controlling a substantial interest in us;\n\u25cfThe potential that warrants we issue might have an adverse effect on the market price of our Class A common stock;\n\u25cfRedemptions of warrants at disadvantageous times for holders;\n\u25cfOur grant of registration rights\u2019 having an adverse effect on the market price of our Class A common stock;\n\u25cfThe impact of COVID-19 and related risks;\n\u25cfThe potential for changes in laws or regulations;\n\u25cfThe potential for adverse tax consequences to business combinations; and\n\u25cfThe existence of exclusive forum provisions in our amended and restated certificate of incorporation.\nRISK FACTORS\nAn investment in our securities involves a high degree of risk. You should consider carefully all of the risks described below, together with the other information contained herein, before making a decision to invest in our units. If any of the following events occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment.\nRisks Related to the Process of Consummating a Business Combination and Post-Business Combination Risks\nOur public stockholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete our initial business combination even though a majority of our stockholders do not support such a combination.\nWe may choose not to hold a stockholder vote to approve our initial business combination if the business combination would not require stockholder approval under applicable law or stock exchange listing requirements. Except for as required by applicable law or stock exchange listing requirements, the decision as to whether we will seek stockholder approval of a proposed initial business combination or will allow stockholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be bas", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1835236_2020.htm (CIK: 1835236, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02782", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nSummary Compensation Table Update\nThe following table sets forth information concerning all cash and non-cash compensation awarded to, earned by or paid to the following persons for services rendered in all capacities during the indicated periods. No other executive officers received total annual salary and bonus compensation in excess of $100,000.\n(1)\nThe option awards reflect a 1-for-25 reverse split effected by the Company on September 20, 2012.\n(2)\nAlso reflects compensation to Dr. Leatt in his capacity as our Research and Development consultant as discussed under the Summary of Employment Agreements heading below. Compensation received by Dr. Leatt in his role as Chairman of the Company's board of directors is separately reflected under the Compensation heading below.\nSummary of Employment Agreements\nWe have entered into an employment agreement, effective as of January 1, 2014, with Sean Macdonald our President, CEO and CFO, pursuant to which, as amended, we were obligated to pay him a base salary of R2,653,787 (approximately $188,896) and $64,101 per annum and R111,456 (approximately, $7,933), per year in travel allowance, medical and life insurance benefits, and participation in the Company's Senior Executive Wellness Program. Effective January 1, 2021, the Company and Mr. Macdonald agreed to amend the employment agreement to increase his base salary to R2,927,758 (approximately $199,985) and $70,511 per annum. Mr. Macdonald further will receive a travel allowance of R114,010 (approximately, $7,788), medical and life insurance benefits, participation in the Company's new provident fund, the right to participate in the Company's executive wellness program and he is entitled to an annual performance-based bonus at the sole discretion of the Company's Board of Directors. Mr. Macdonald may not sell any stock issued to him by the Company for a period of 5 years from receipt thereof. Mr. Macdonald is also subject to the customary confidentiality covenants and South African Labor Laws which entitle Mr. Macdonald to one week's severance pay for each year of service to the Company. The agreement may be terminated by either party with six months' written notice; provided that Mr. Macdonald will be obligated to assist in the appointment and orientation of his successor during such six-month period. Mr. Macdonald may also be terminated by the Company with no notice for gross misconduct, incapacity or for breach of the employment agreement.\nWe have entered into an employment agreement, effective as of March 3, 2014, with Todd Repsher, our U.S. General Manager, pursuant to which, as amended, we are obligated to pay him an annual base salary of $16,000 per month. Effective, January 1, 2020, the Company and Mr. Repsher agreed to amend his employment agreement to increase his base salary from $16,000 to $16,300 per month, and from January 1, 2021, his base salary increased to $ 17,800 per month. Mr. Repsher also receives coverage under the Company's employment benefit plans and is subject to customary confidentiality and indemnification requirements. The agreement may be terminated at any time by the Company and upon three months' written notice by Mr. Repsher, however, in advance of any termination based on neglect of duty or breach of the employment agreement, the Company may, in its sole discretion, give Mr. Repsher 15 days' advance notice with an opportunity to cure the deficiency. The agreement is subject to California law and disputes under the agreement are subject to resolution by arbitration.\nWe had also entered into an employment agreement, effective as of November 9, 2010, with Dr. Christopher Leatt, in his capacity as our Chairman and Head of Research and Development, pursuant to which, we were obligated to pay him an annual base salary of $487,668. Dr. Leatt also received coverage under the Company's employment benefit plans as well as the mandatory one week's severance pay for each year of s", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1456189_2020.htm (CIK: 1456189, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02783", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nThe information required by this Item regarding executive compensation is incorporated herein by reference to the information included in the Proxy Statement under the captions \u201cDirector Compensation - 2020,\u201d \u201cExecutive Compensation,\u201d \u201cSummary Compensation Table (2020, 2019, and 2018),\u201d \u201cGrants of Plan-Based Awards in 2020,\u201d \u201cOutstanding Equity Awards At 2020 Fiscal Year-End,\u201d \u201c2020 Options Exercises and Stock Vested Table,\u201d \u201c2020 Nonqualified Deferred Compensation,\u201d \u201cChange-In-Control,\u201d \u201cCompensation Committee Interlocks and Insider Participation,\u201d and \u201cCompensation Committee Report.\u201d\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 352825_2020.htm (CIK: 352825, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02784", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nThe information required by this Item will be set forth in the Company\u2019s Proxy Statement for the 2020 Annual Meeting of Stockholders in the sections titled \u201cExecutive Compensation,\u201d which information is hereby incorporated herein by reference.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1600438_2020.htm (CIK: 1600438, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02785", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors.\nEach reader should carefully consider the risks, uncertainties and other factors described below, in addition to the other information set forth in this report, because they could materially and adversely affect the Company\u2019s business, operating results, financial condition, cash flows, prospects, and the value of an investment in IS&S common stock.\nSummary\nAn investment in our common stock involves various risks, including risks related to the items listed below. However, you are urged to carefully consider all of the matters discussed in this Part I, Item 1A of this Report under the caption \u201cRisk Factors\u201d (not just those discussed in this summary) in considering our business and prospects.\nIS&S-Specific Risk Factors\nThe Company faces risks relating to:\n\u00b7continued market acceptance of the Company\u2019s air data systems and other products;\n\u00b7the deferral or termination of programs or contracts for convenience by customers;\n\u00b7the potential for losses due to cost overruns on fixed-price contract projects;\n\u00b7U.S. federal government budget deficits and audit practices, including the possibility of reductions in government expenditures;\n\u00b7the possibility that IS&S may lose one or more key customers;\n\u00b7the self-insured portion of IS&S\u2019 employee medical insurance program;\n\u00b7our lack of substantial backlog;\n\u00b7the ability to service the international market; and\n\u00b7intense competition with key competitors.\nGeneral Risk Factors\nThe Company faces risks relating to:\n\u00b7the ongoing COVID-19 pandemic;\n\u00b7the ability to respond to technological change;\n\u00b7delays in receiving components from third-party suppliers;\n\u00b7challenges associated with the complexity of our products;\n\u00b7our ability to protect our intellectual property rights;\n\u00b7failure to retain/recruit key personnel;\n\u00b7succession planning;\n\u00b7variations in our revenue and operating results over time;\n\u00b7a cyber security incident;\n\u00b7potential litigation;\n\u00b7the costs of compliance with present and future laws and regulations;\n\u00b7changes in law, including changes to corporate tax laws in the United States and the availability of certain tax credits;\n\u00b7Brexit;\n\u00b7volatility and weakness in capital markets; and\n\u00b7the efficacy of our internal control over financial reporting.\nIS&S-Specific Risk Factors\nGrowth of the Company\u2019s customer base could be limited by delays or difficulties in completing development and introduction of planned products or product enhancements. If IS&S fails to enhance existing products, or to develop and achieve market acceptance for flat panel displays, flight management systems, autothrottle technology and other new products that meet customer requirements, its business, reputation and statements of income may be affected adversely.\nCurrently, IS&S spends a large portion of its R&D efforts in developing and marketing the FPDS, FMS, ThrustSense\u00ae Autothrottle and complementary products. The Company\u2019s ability to grow and diversify its operations through introduction and sale of new products is dependent upon its continued success in product development and engineering activities, its sales and marketing efforts, and its ability to obtain necessary regulatory approvals to sell such products. Sales growth will depend in part on market acceptance of and demand for the FPDS, FMS, ThrustSense\u00ae Autothrottle and future products. IS&S cannot be certain that it will be able to develop, introduce or market its FPDS, FMS, ThrustSense\u00ae Autothrottle or other new products or product enhancements in a timely or cost-effective manner, or that any new products or product enhancements will receive market acceptance or necessary regulatory approval. In addition, the Company\u2019s business is dependent upon maintaining its reputation and relationships with existing customers. If the Company\u2019s performance does not meet its customers\u2019 expectations, the Company\u2019s reputation and its relationships could be damaged, which may have a material adverse impact on the Company\u2019s business and statements of income, i", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: tax credit, tax law. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02786", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Consolidated Financial Statements and Supplementary Data\nThe consolidated financial statements required by this Item are set forth in Part IV, Item 15 of this Report.\nItem 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 14177_2020.htm (CIK: 14177, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02787", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nAs previously discussed, our actual results could differ materially from our forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to:\nThese and many other factors described in this report could adversely affect our operations, performance and financial condition.\nCompany Risks\nOur business, results of operations, financial condition, cash flows, and stock price can be adversely affected by catastrophic events, such as natural disasters, war, acts of terrorism, pandemics, epidemics, or other public health emergencies, such as the outbreak of COVID-19.\nOur business, results of operations, financial condition, cash flows and stock price can be adversely affected by catastrophic events, such as natural disasters, war, acts of terrorism, pandemics, epidemics, or other public health emergencies, such as the outbreak of COVID-19, which has spread throughout the United States, Canada, and much of the rest of the world. The World Health Organization characterized COVID-19 as a pandemic, and the President of the United States declared the COVID-19 outbreak a national emergency. The outbreak has resulted in governments around the world implementing increasingly stringent measures to help control the spread of the virus, including quarantines, \u201cshelter in place\u201d and \u201cstay at home\u201d orders, travel restrictions, business curtailments, school closures, and other measures, which has resulted in a significant number of layoffs or furloughs of employees, and/or other negative economic conditions in many of the countries in which we operate. While some governments around the world are easing restrictions designed to help control the spread of the virus, a resurgence of COVID-19 cases may cause governments around the world to implement or reinstitute such restrictions. The full extent to which the COVID-19 pandemic will impact our business and operating results will depend on future developments that are highly uncertain and cannot be accurately predicted.\nThe COVID-19 pandemic and its resulting economic and other effects could result in significant adverse effects on our customers\u2019 cash flow and their ability to manufacture, distribute and sell products incorporating our touch-enabling technologies. This in turn, may cause our customers to be less able to pay invoices for our royalties or may result in a reduction in the royalties we earn which are often based on the number of units sold or distributed by our customers, which reduction could cause adverse effects on our business, results of operations, financial condition, cash flows and stock price. In addition, any depression or recession resulting from the COVID-19 pandemic may adversely change consumer behavior and demand, including with respect to products sold by our customers, which may result in a significant reduction in our revenue, results of operations, and financial condition.\nThe spread of the COVID-19 virus has also caused us to modify our business practices (including implementing work-from-home policies and restricting travel by our employees) in ways that may be detrimental to our business (including working remotely and its attendant cybersecurity risks). We may take further actions as may be required by government authorities or that we determine are in the best interests of our employees and customers. These practices may have an adverse effect on our employees\u2019 productivity (especially with respect to our engineering and research and development efforts which may require hardware and software not available while working remotely) and morale and our ability to engage and support our current and prospective customers.\nOur facilities could also be subject to a catastrophic loss such as fire, flood, earthquake, power outage, or terrorist activity. An earthquake at or near our facilities could disrupt our operations and result in large expenses to repair and replace the facility. While we believe", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1058811_2020.htm (CIK: 1058811, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02788", "source": "edgar", "source_license": "public_domain", "text": "Item 1A.\nRISK FACTORS\nThe following risks and uncertainties are important factors that could cause actual results or events to differ materially from those indicated by forward-looking statements. The factors described below are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations and results. If any of the following risks actually occur, our business, financial condition or results of operations could be materially adversely affected. As a result, the market price of shares of our Common Stock could decline significantly.\nThis annual report on form 10-K includes management's best current estimate of the future potential of the business. Investors should be aware that this business has inherent risks that must be fully evaluated and discussed experts fully capable of interpreting the information prior to any investment.\nRisks Relating to our Business and Industry Generally\nOur operating results may fluctuate significantly as a result of a variety of factors, many of which are outside of our control.\nWe are subject to the following factors, among others, that may negatively affect our operating results:\n-\nThe announcement or introduction of new products by our competitors;\n-\nFailure of government and private health plans to adequately and timely reimburse the users of our products;\n-\nOur ability to upgrade and develop our systems and infrastructure to accommodate growth;\n-\nOur ability to attract and retain key personnel in a timely and cost-effective manner;\n-\nThe amount and timing of operating costs and capital expenditures related to the expansion of our business, operations, and infrastructure;\n-\nRegulation by federal, state, or local governments; and\n-\nGeneral economic conditions as well as economic conditions specific to the healthcare industry.\nWe have based our current and future expense levels largely on our investment plans and estimates of future events. However, certain of our costs are to a large extent fixed. We may be unable to adjust spending in a timely manner to compensate for any unexpected revenue shortfall. Accordingly, any significant shortfall in revenue relative to our planned expenditures would have an immediate adverse effect on our business, results of operations and financial condition. Further, as a strategic response to changes in the competitive environment, we may from time to time make certain pricing, service or marketing decisions that could have a material and adverse effect on our business, results of operations and financial condition. Due to the foregoing factors, our revenue and operating results are and will remain difficult to forecast.\nWe are in a highly competitive and evolving field and face competition from well-established tissue processors, genetic testing laboratories and medical device manufacturers, as well as new market entrants.\nOur business is in a very competitive and evolving field. Competition from other tissue processors, genetic testing laboratories, medical device companies and from research and academic institutions is intense, expected to increase, subject to rapid change, and could be significantly affected by new product introductions. In addition, consolidation in the healthcare industry continues to lead to demands for price concessions or to the exclusion of some suppliers from certain of our markets, which could have an adverse effect on our business, results of operations or financial condition. The presence of this competition in our market may lead to pricing pressure, which would make it more difficult to sell our products at a price that will make us profitable or prevent us from selling our products at all. Our failure to compete effectively would have a material and adverse effect on our business, results of operations and financial condition.\nRapid technological change could cause our products to become obsolete and if we do not enhance our pro", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1382943_2020.htm (CIK: 1382943, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02789", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nReference is made to pages through comprising a portion of this Annual Report on Form 10-K.\nItem 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1820201_2020.htm (CIK: 1820201, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02790", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. Risk Factors\nThe risks described below could materially and adversely affect our shareholders and our results of operations, financial condition, liquidity and cash flows. In addition to these risks, our operations may also be affected by additional factors not presently known or that we currently consider immaterial to our operations.\nPandemic Related Factors:\nThe outbreak of the COVID-19 pandemic and related government, private sector and individual consumer responses, and recent fluctuations in energy prices, has affected and may continue to adversely affect our business operations, employee availability, financial performance, liquidity and cash flow for an unknown period of time.\nThe outbreak of COVID-19 has been declared a pandemic by the World Health Organization and has spread throughout the world, including the U.S. Related government and private sector responsive actions may adversely affect our operations and have adversely affected the operations of our tenants. It is impossible to predict the length, effect or ultimate impact of this pandemic, as the situation continues to evolve. The COVID-19 pandemic has disrupted many of our tenants\u2019 operations primarily due to mandated non-essential business shut downs and consumer/employee stay-at-home provisions. Retailers continue to seek ways to engage the customer by utilizing on-line ordering and curbside pick-up or delivery; however, there has clearly been an acceleration of e-commerce during the pandemic that has adversely affected some of our tenants. Current and continued disruptions to our tenants\u2019 operations have had and may continue to have a material adverse impact on our financial performance, liquidity and cash flows if tenants do not make their rental payments when due for a lengthy period of time.\nIn early 2020, there were significant fluctuations in the price of oil and natural gas resulting, at least in part, from the collapse in the global demand for oil from the COVID-19 induced closure of non-essential businesses, consumer/employee stay-at-home provisions and the near-elimination of airline and other non-essential travel worldwide, and related supply glut. A prolonged collapse in energy prices increases the levels and unpredictability of losses of employment and general business activity, which could further negatively impact the operations of our tenants located throughout Texas, including the city of Houston, where we have a concentration of properties.\nIn December 2020, the U.S. Food and Drug Administration issued Emergency Use Authorizations for two COVID-19 vaccines. It is unknown when these vaccinations or other treatments for COVID-19 will become widely available and if they will be effective. The COVID-19 pandemic and related economic impact has and may continue to adversely affect lease extensions or renewals, as well as increase the number of store closings and tenant bankruptcies, all of which could also have a material adverse impact on our financial performance, liquidity and cash flows. Also, even after the COVID-19 pandemic subsides, the U.S. economy may continue to experience a recession which could adversely impact our tenants and our financial performance, liquidity and cash flows.\nAs a result of COVID-19, most of our personnel are currently working remotely, and it is possible this could have a negative impact on the execution of our business plans and operations. If a natural disaster, power outage, connectivity issues or other events occur that impact our employees\u2019 ability to work remotely, it may be difficult for us to continue our business for a substantial period of time. The increase in remote working may also result in consumer privacy, IT security and fraud concerns.\nThe impact of COVID-19 may also affect our development and redevelopment plans over the next few years resulting in possible delays or higher costs for both labor and materials. Our ability to acquire new centers or dispose of centers could also be impact", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 828916_2020.htm (CIK: 828916, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02791", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors.\nOur business involves a high degree of risk. If any of the following risks, or any risk described elsewhere in this Form 10-K, actually occurs, our business, financial condition or results of operations could suffer. The risks described below are not the only risks facing the Company. Additional risks not presently known to us or that we currently consider immaterial also may adversely affect our Company.\nRisks Related to the Merger and the Prepackaged Plan\nThe Merger may not be completed and, if it is completed, will subject our stockholders to certain risks and uncertainties. We are also subject to numerous risks associated with the Prepackaged Plan.\nKey risks associated with the Merger and the Prepackaged Plan are described below, and are discussed in the \u201cRisk Factors\u201d section of Bonanza Creek\u2019s Registration Statement on Form S-4 filed with the SEC in connection with the Merger:\n\u2022Because the market price of Bonanza Creek common stock will fluctuate, HighPoint stockholders and holders of HighPoint equity awards cannot be sure of the value of the shares of Bonanza Creek common stock they will receive, in the aggregate, in the Merger. In addition, because the number of shares of Bonanza Creek common stock to be issued in the Merger is fixed, the number of shares of Bonanza Creek common stock to be received, in the aggregate, by HighPoint stockholders and holders of HighPoint equity awards in the Merger will not change between now and the time the Merger is completed to reflect changes in the trading prices of Bonanza Creek common stock or HighPoint common stock.\n\u2022HighPoint stockholders, as of immediately prior to the Merger, will have reduced ownership in the combined company.\n\u2022Bonanza Creek and HighPoint must obtain certain regulatory approvals and clearances to consummate the Merger, which, if delayed, not granted or granted with unacceptable conditions, could prevent, substantially delay or impair consummation of the Merger, result in additional expenditures of money and resources or reduce the anticipated benefits of the Merger.\n\u2022The Merger is subject to a number of conditions to the obligations of both Bonanza Creek and HighPoint to complete the Merger, which, if not fulfilled, or not fulfilled in a timely manner, may delay completion of the Merger or result in termination of the Merger Agreement.\n\u2022The Merger Agreement subjects HighPoint to restrictions on its business activities prior to the effective time of the Merger.\n\u2022The Merger Agreement limits HighPoint\u2019s ability to pursue alternatives to the Merger, may discourage other companies from making a favorable alternative transaction proposal and, in specified circumstances, could require HighPoint to pay a termination fee to Bonanza Creek.\n\u2022Failure to complete the Merger out of court or in connection with the Prepackaged Plan could negatively impact HighPoint\u2019s stock price and have a material adverse effect on its results of operations, cash flows and financial position.\n\u2022The transaction support agreement relating to the Merger may be terminated.\n\u2022Litigation relating to the merger could result in an injunction preventing the completion of the Merger and/or substantial costs to HighPoint or the combined company.\n\u2022The Prepackaged Plan may have a material adverse effect on HighPoint\u2019s operations.\n\u2022Even if HighPoint receives all necessary acceptances and meets all other conditions precedent for the Prepackaged Plan to become effective, the HighPoint board may, for fiduciary or other reasons on behalf of HighPoint, choose not to commence the HighPoint Chapter 11 cases and the transactions, including the Merger, may not be completed.\n\u2022The Bankruptcy Court may not confirm the Prepackaged Plan or may require HighPoint to re-solicit votes with respect to the Prepackaged Plan.\n\u2022The Prepackaged Plan may be confirmed over the objection of the HighPoint stockholders.\n\u2022Even if HighPoint receives all acceptances necessary for the Prepackaged Plan to become effe", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1725526_2020.htm (CIK: 1725526, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02792", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data.\nOur consolidated financial statements appear beginning at page.\nItem 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1166708_2020.htm (CIK: 1166708, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02793", "source": "edgar", "source_license": "public_domain", "text": "Item 8.\nFinancial Statements and Supplementary Data\nQualys, Inc.\nINDEX TO CONSOLIDATED FINANCIAL STATEMENTS\nPage\nReports of Independent Registered Public Accounting Firm\nConsolidated Balance Sheets\nConsolidated Statements of Operations\nConsolidated Statements of Comprehensive Income\nConsolidated Statements of Cash Flows\nConsolidated Statements of Stockholders' Equity\nNotes to Consolidated Financial Statements\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nBoard of Directors and Stockholders\nQualys, Inc.\nOpinion on the financial statements\nWe have audited the accompanying consolidated balance sheets of Qualys, Inc. (a Delaware corporation) and subsidiaries (the \u201cCompany\u201d) as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive income, stockholders\u2019 equity, and cash flows for each of the three years in the period ended December 31, 2020, and the related notes (collectively referred to as the \u201cfinancial statements\u201d). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.\nWe also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (\u201cPCAOB\u201d), the Company\u2019s internal control over financial reporting as of December 31, 2020, based on criteria established in the 2013 Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 22, 2021 expressed an unqualified opinion.\nBasis for opinion\nThese financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\nCritical audit matter\nThe critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.\nIncome taxes\nAs described further in Note 12 to the financial statements, the Company records income taxes using the asset and liability method, under which deferred tax ass", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, deferred tax. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02794", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nIndex to Consolidated Financial Statements\nPage\nReport of Management on Internal Control Over Financial Reporting42\nReport of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting\nReport of Management on the Consolidated Financial Statements44\nReport of Independent Registered Public Accounting Firm on the Consolidated Financial Statements\nStatements of Consolidated Income48\nStatements of Consolidated Comprehensive Income49\nConsolidated Balance Sheets50\nStatements of Consolidated Cash Flows51\nStatements of Consolidated Shareholders\u2019 Equity52\nNotes to Consolidated Financial Statements53\nReport of Management\nOn Internal Control Over Financial Reporting\nShareholders of The Sherwin-Williams Company\nWe are responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended. We recognize that internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations. Internal control over financial reporting is a process that involves human diligence and is subject to the possibility of human error or the circumvention or the overriding of internal control. Therefore, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, we believe we have designed into the process safeguards to reduce, though not eliminate, this risk. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.\nIn order to ensure that the Company\u2019s internal control over financial reporting was effective as of December 31, 2020, we conducted an assessment of its effectiveness under the supervision and with the participation of our management group, including our principal executive officer and principal financial officer. This assessment was based on the criteria established in the 2013 Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.\nBased on our assessment of internal control over financial reporting under the criteria established in Internal Control - Integrated Framework, we have concluded that, as of December 31, 2020, the Company\u2019s internal control over financial reporting was effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. Our internal control over financial reporting as of December 31, 2020 has been audited by Ernst & Young LLP, an independent registered public accounting firm, and their report on the effectiveness of our internal control over financial reporting is included on page 43 of this report.\nJ. G. Morikis\nChairman and Chief Executive Officer\nA. J. Mistysyn\nSenior Vice President - Finance and Chief Financial Officer\nJ. M. Cronin\nSenior Vice President - Corporate Controller\nReport of Independent Registered Public Accounting Firm\nOn Internal Control Over Financial Reporting\nTo the Shareholders and Board of Directors and Shareholders of The Sherwin-Williams Company\nOpinion on Internal Control over Financial Reporting\nWe have audited The Sherwin-Williams Company\u2019s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, The Sherwin-Williams Company maintained, in all material respects, effective internal control over financial reporting as of", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 89800_2020.htm (CIK: 89800, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02795", "source": "edgar", "source_license": "public_domain", "text": "Item 11.\u2003Executive Compensation.\nAll of our executive officers and substantially all of our employees are employed by our general partner, except for our gasoline station and convenience store employees who are employed by Global Montello Group Corp. (\u201cGMG\u201d), and certain union personnel. Our general partner does not receive any management fee or other compensation for its management of Global Partners LP. Our general partner and its affiliates are reimbursed for expenses incurred on our behalf. These expenses include the costs of employee, executive officer and director compensation and benefits properly allocable to Global Partners LP. Our partnership agreement provides that our general partner will determine the expenses that are allocable to Global Partners LP.\nCompensation Discussion and Analysis\nWe are managed and operated by the executive officers of our general partner. Executive officers of our general partner receive compensation in the form of base salaries, short-term incentive awards (contractual and/or discretionary) and long-term incentive awards. They also are eligible to participate in employee benefit plans and arrangements sponsored by our general partner or its affiliates, including plans that may be established by our general partner or its affiliates in the future. Our named executive officers (defined below) serve as executive officers of our general partner and each of our wholly-owned subsidiaries. The compensation described herein reflects their total compensation for services to us, our general partner and our subsidiaries.\nOur \u201cnamed executive officers\u201d include Mr. Eric Slifka, our Chief Executive Officer (\u201cCEO\u201d), Ms. Daphne H. Foster, our Chief Financial Officer (\u201cCFO\u201d), Mr. Mark A. Romaine, our Chief Operating Officer (\u201cCOO\u201d), and the three most highly compensated executive officers of our general partner other than our CEO, CFO and COO during 2020, who were Mr. Andrew Slifka, our Executive Vice President and President of our Gasoline Distribution and Station Operations Division (\u201cGDSO\u201d), Mr. Edward J. Faneuil, our Executive Vice President, General Counsel and Secretary, and Mr. Matthew Spencer, our Chief Accounting Officer. Each of our named executive officers had an employment\nagreement with our general partner during 2020.\nThe compensation committee of the board of directors of our general partner (the \u201cCompensation Committee\u201d) has direct responsibility for the compensation of our CEO based upon (i) contractual obligations pursuant to any employment agreement or arrangement between our CEO and our general partner, and (ii) compensation parameters established by the Compensation Committee with respect to salary adjustments, incentive plans and discretionary bonuses, if any. The Compensation Committee also has oversight and approval authority for the compensation of our named executive officers other than our CEO based upon our CEO's recommendations, including awards under any incentive plans in which the named executive officers participate, and our general partner's contractual obligations pursuant to any employment agreements or arrangements with our named executive officers.\nCompensation Objectives\nThe objectives of our compensation program with respect to our named executive officers are to attract, engage and retain individuals with the requisite knowledge, experience and skill sets required for our future success. Our compensation program is intended to motivate and inspire employee behavior that fosters high performance, and to support our overall business objectives. To achieve these objectives, we aim to provide each named executive officer with a competitive total compensation program. We currently utilize the following compensation components:\n\u25cfBase salaries and benefits designed to attract and retain high caliber employees;\n\u25cfShort-term, performance-based incentives and discretionary bonus awards designed to focus employees on key business objectives for a particular year; and\n\u25cfLong-te", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1323468_2020.htm (CIK: 1323468, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02796", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nThe information required by this item will be included in the sections captioned \u201cExecutive Compensation,\u201d \u201cCompensation Discussion and Analysis,\u201d \u201cCompensation Committee Interlocks and Insider Participation,\u201d \u201cDirector Compensation for Fiscal Year 2020,\u201d and \u201cReport of the Human Resources and Compensation Committee\u201d in the Company\u2019s Proxy Statement for the 2021 Annual General Meeting of Stockholders, and is incorporated herein by reference.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 876883_2020.htm (CIK: 876883, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02797", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nInterest Rate Risk\nWe have exposure to fluctuations in interest rates, which are sensitive to many factors that are beyond our control. The following table discusses our exposure to hypothetical changes in market rates of interest on interest expense for our variable rate debt and fixed-rate debt. Interest rate risk amounts were determined by considering the impact of hypothetical interest rates on our debt. This analysis does not take into account all of the factors that may affect our debt, such as the effect that a changing interest rate environment could have on the overall level of economic activity or the action that our management might take to reduce our exposure to the change. This analysis assumes no change in our financial structure. Our exposure to a change in interest rates is summarized in the table below. As of December 31, 2020, all of our variable rate debt outstanding had rates indexed to LIBOR.\n(1) Excludes unamortized debt issuance costs of $9.9 million and $10.1 million as of December 31, 2020 and December 31, 2019, respectively.\n(2) If the weighted average interest rate of our fixed rate debt increased by 1% (i.e. due to refinancing at higher rates), annualized interest expense would increase by approximately $14.3 million based on outstanding balances as of December 31, 2020.\nWe may utilize various financial instruments to mitigate the impact of interest rate fluctuations on our cash flows and earnings, including hedging strategies, depending on our analysis of the interest rate environment and the costs and risks of such strategies. As of December 31, 2020, we did not have any material hedging instruments in place.\nFair Value of Debt\nThe estimated fair value of our consolidated debt is calculated based on current market prices and discounted cash flows at the current rate at which similar loans would be made to borrowers with similar credit ratings for the remaining term of such debt. As of December 31, 2020, the estimated fair value of our consolidated debt was $1.6 billion.\nOther Market Risks\nAs of December 31, 2020, we had no material exposure to any other market risks (including foreign currency exchange risk or commodity price risk).\nIn making this determination and for purposes of the SEC\u2019s market risk disclosure requirements, we have estimated the fair value of our financial instruments at December 31, 2020 based on pertinent information available to management as of that date. Although management is not aware of any factors that would significantly affect the estimated amounts as of December 31, 2020, future estimates of fair value and the amounts which may be paid or realized in the future may differ significantly from amounts presented.\nITEM 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1611547_2020.htm (CIK: 1611547, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02798", "source": "edgar", "source_license": "public_domain", "text": "Item 11.\nExecutive Compensation\nThe information required by this item will be set forth in the section headed \u201cExecutive Compensation\u201d in our Proxy Statement and is incorporated herein by reference.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1419600_2020.htm (CIK: 1419600, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02799", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. Financial Statements and Supplementary Data\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nTo the Stockholders and the Board of Directors of Standard AVB Financial Corp.\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated statements of financial condition of Standard AVB Financial Corp. and subsidiaries (the \u201cCompany\u201d) as of December 31, 2020 and 2019; the related consolidated statements of income, comprehensive income, changes in stockholders\u2019 equity, and cash flows for the years then ended; and the related notes to the consolidated financial statements (collectively, the \u201cfinancial statements\u201d). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.\nBasis for Opinion\nThese financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent, with respect to the Company, in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company\u2019s internal control over financial reporting. Accordingly, we express no such opinion.\nBasis for Opinion (Continued)\nOur audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\nCritical Audit Matters\nThe critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements; and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter, in any way, our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.\nAllowance for Loan Losses (ALL) - Qualitative Factors\nDescription of the Matter\nThe Company\u2019s loan portfolio totaled $742.6 million as of December 31, 2020, and the associated ALL was $7.8 million. As discussed in Note 5 to the consolidated financial statements, determining the amount of the ALL requires significant judgment about the collectability of loans, which includes an assessment of quantitative factors such as historical loss experience within each risk category of loans and testing of certain commercial loans for impairment. Mana", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1492915_2020.htm (CIK: 1492915, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02800", "source": "edgar", "source_license": "public_domain", "text": "Item 11.\nEXECUTIVE COMPENSATION\nThe information required by this item is incorporated by reference to the information in the Proxy Statement, expected to be filed within 120 days of December 31, 2020, under the caption \u201cExecutive Compensation.\u201d\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1355790_2020.htm (CIK: 1355790, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02801", "source": "edgar", "source_license": "public_domain", "text": "Item 1A - Risk Factors\nYou should carefully consider the following risk factors, which we consider the most significant, as well as other information contained in this Annual Report on Form 10-K. In addition, there are a number of less significant and other general risk factors that could affect our future results. If any of the events described in the risk factors were to occur, our business, financial condition or operating results could be materially and adversely affected. We have grouped our Risk Factors under captions that we believe describe various categories of potential risk. For the reader\u2019s convenience, we have not duplicated risk factors that could be considered to be included in more than one category.\nSummary of Risk Factors\nWe are providing the following summary of the risk factors contained in this Form 10-K to enhance the readability and accessibility of our risk factor disclosures. We encourage our stockholders to carefully review the full risk factors contained in this Form 10-K in their entirety for additional information regarding the risks and uncertainties that could cause our actual results to vary materially from recent results or from our anticipated future results.\nRisks Related to our Business\n\u25cfWhile we believe the coronavirus could have a negative impact on our financial results in the future, the impact is difficult to assess at this time.\n\u25cfA significant portion of our sales are to a limited number of customers. The loss of substantial sales to any one of them could have an adverse effect on revenues and profits.\n\u25cfThe return of a worldwide recession and/or regional economic downturns may further impact our business.\n\u25cfDisruptions in markets or the European Union may affect our liquidity and capital resources.\n\u25cfWe could incur substantial accounting related costs if we are unable to maintain an effective system of internal control over financial reporting.\n\u25cfWe have a long operating history, but only modest accumulated profit.\n\u25cfWe derive revenue from a limited number of products.\n\u25cfThe sales cycle for our products and technology is long, and we may incur substantial expenses for sales that do not occur when anticipated.\n\u25cfWe have a great dependence on a limited number of suppliers and the loss of their manufacturing capability could materially impact our operations.\n\u25cfWe order some hardware components, such as processors, in advance of expected use and often produce finished goods prior to the receipt of executed customer orders. If orders are not received, we could suffer losses related to inventory that cannot be sold at full value.\n\u25cfOur success depends on establishing and maintaining strategic relationships with other companies to distribute our technology and products and, in some cases, for us to incorporate their technology into our products and our products and services.\n\u25cfWe may not be able to maintain effective product distribution channels, which could result in decreased revenue.\n\u25cfWe depend on our key personnel for the success of our business and the loss of one or more of our key personnel could have an adverse effect on our ability to manage our business or could be negatively perceived in the capital markets.\n\u25cfIf we fail to continue to attract and retain qualified personnel, our business may be harmed.\n\u25cfChanges in our effective tax rate may have an adverse effect on our results of operations.\n\u25cfOur worldwide income tax provisions and other tax accruals may be insufficient if any taxing authorities assume taxing positions that are contrary to our positions.\n\u25cfChanges in global tax laws or in their interpretation or enforcement, could have a material adverse effect on our effective tax rate, results of operations, cash flows and financial condition.\n\u25cfAcquisitions, divestitures and other strategic transactions present many risks, and failure to realize the financial and strategic goals we anticipate could have a material adverse effect on our business, results of operations, cash flows and finan", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax rate, tax provision, tax law. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02802", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\nThe following discussion is intended to assist you in understanding our financial position at December 31, 2020 and 2019, and our results of operations for each of the years in the three-year period ended December 31, 2020. The following discussion should be read in conjunction with the consolidated financial statements and related notes contained in this Annual Report on Form 10-K for the year ended December 31, 2020 filed by Noble and Finco.\nExecutive Overview\nWe provide contract drilling services to the international oil and gas industry with our global fleet of mobile offshore drilling units. Our business strategy focuses on a balanced, high-specification fleet of both floating and jackup rigs, and the deployment of our drilling rigs in established and emerging offshore oil and gas basins around the world.\nWe emphasize safe operations, environmental stewardship, social responsibility, and robust governance to sustain the superior performance and maximize stakeholder value achieved through our qualified and well-trained crews, the care of our surroundings and local communities, an effective management system, and a superior fleet. We also carefully manage rig operating costs through innovative systems and processes, including the use of data analytics and predictive maintenance technology.\nAs of the filing date of this Annual Report on Form 10-K, our fleet of 19 drilling rigs consisted of seven floaters and 12 jackups strategically deployed worldwide. We typically employ each drilling unit under an individual contract, and many contracts are awarded based upon a competitive bidding process.\nOur 2020 financial and operating results from continuing operations include:\n\u2022operating revenues totaling $1.0 billion, a decrease of 26% from prior year;\n\u2022net loss attributable to Noble Corporation of $4.0 billion, or $15.86 per diluted share, which includes a $3.9 billion before-tax impairment charge recognized on 16 of our rigs and certain capital spare equipment; and\n\u2022net cash provided by operating activities totaling $273.2 million, an increase of 46% from prior year.\nDemand for our services is highly competitive and, in significant part, a function of the worldwide demand for oil and gas and the global supply of mobile offshore drilling units. Since late 2014, the offshore drilling industry has experienced a severe and prolonged downturn stemming from the combination of an oversupply of competing drilling rigs that resulted from the new build rig influx of the 2010s, weak and volatile crude oil prices, and the advancement of onshore opportunities and technology. The Company entered 2020 cautiously optimistic with the prospects for the offshore drilling market continuing to improve; however, the combined effects of the pandemic and the steep decline in the demand for oil have resulted in significantly reduced global economic activity. These factors in concert led to heightened competition for opportunities to re-contract our rigs upon the expiration of existing contracts.\nRecent Events\nEmergence from Chapter 11. In connection with the Chapter 11 Cases (as defined below) and the Plan, on and prior to the Effective Date, Legacy Noble and certain of its subsidiaries effectuated certain restructuring transactions, pursuant to which Legacy Noble transferred to Noble substantially all of the subsidiaries, and other assets, of Legacy Noble. On the Effective Date, Legacy Noble successfully completed its financial restructuring and Legacy Noble and its debtor affiliates emerged from the Chapter 11 Cases. For additional information regarding the Chapter 11 Cases, see \u201c-Chapter 11 Proceedings and Going Concern\u201d below\nAs a result of the financial restructuring, Noble emerged from bankruptcy on the Effective Date with a substantially delevered balance sheet and less than $400.0 million of debt. Noble\u2019s capital structure as of the Effective Date include", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1458891_2020.htm (CIK: 1458891, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02803", "source": "edgar", "source_license": "public_domain", "text": "Item 6.\nSelected Financial Data\nThe following table summarizes our selected consolidated financial data for the periods indicated. The selected consolidated financial data should be read in conjunction with our Consolidated Financial Statements and related notes and \u201cManagement's Discussion and Analysis of Financial Condition and Results of Operations\u201d appearing elsewhere in this Annual Report on Form 10-K. The selected consolidated statement of income and balance sheet data for each of the five fiscal years indicated below has been derived from our audited Consolidated Financial Statements. Over the last five fiscal years we have acquired a number of companies including, but not limited to Carbonite, Liaison, Guidance, ECD Business, CCM Business and CEM Business. The results of these companies and all of our other acquired companies have been included herein and have contributed to the growth in our revenues, net income and net income per share and such acquisitions affect period-to-period comparability.\n(1) Effective July 1, 2018, we adopted Accounting Standards Codification (ASC) Topic 606 \"Revenue from Contracts with Customers\" (Topic 606) using the cumulative effect approach. We applied the standard to contracts that were not completed as of the date of the initial adoption. Results for reporting periods commencing on July 1, 2018 are presented under the new revenue standard, while prior period results continue to be reported under the previous standard.\n(2) Fiscal 2017 included a significant one-time tax benefit of $876.1 million recorded in the first quarter of Fiscal 2017.\n(1) Effective July 1, 2019, we adopted Accounting Standards Update (ASU) No. 2016-02 \u201cLeases (Topic 842)\u201d (Topic 842) using the modified retrospective transition approach. In accordance with this adoption method, results for reporting periods as of July 1, 2019 are presented under the new standard, while prior period results continue to be reported under the previous standard.\n(2) Excludes $600 million currently drawn on the Revolver, which we expect to repay within one year. Please see note 11 \"Long-Term Debt\" to the Consolidated Financial Statements included in this Annual Report on Form 10-K for more details.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: tax benefit, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02804", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nThe following is a summary list of risk factors:\nRisks Related to the COVID-19 Pandemic\n\u25cfthe impact of the COVID-19 virus on us, the motion picture exhibition industry, and the economy in general, including our response to the COVID-19 virus related to suspension of operations at our theatres, personnel reductions and other cost-cutting measures and measures to maintain necessary liquidity and increases in expenses relating to precautionary measures at our facilities to protect the health and well-being of our customers and employees.\nFinancial Risks\n\u25cfour ability to obtain additional liquidity, which if not realized or insufficient to generate the material amounts of additional liquidity that may be required if we are able to achieve more normalized levels of attendance and operating revenues, likely would result with us seeking an in-court or out-of-court restructuring of our liabilities, and in the event of such future liquidation or bankruptcy proceeding, holders of our common stock and other securities would likely suffer a total loss of their investment;\n\u25cfour substantial level of indebtedness and our current liquidity constraints could adversely affect our financial condition and our ability to service our indebtedness, and our ability to take advantage of certain business opportunities, which could negatively impact your ability to recover your investment in the common stock;\n\u25cfrisks relating to impairment losses, including with respect to goodwill and other intangibles, and theatre and other closure charges;\n\u25cflimitations on the availability of capital may prevent us from deploying strategic initiatives;\n\u25cfwe are currently not paying dividends and in the future may not generate sufficient cash flows or have sufficient restricted payment capacity under our Senior Secured Credit Facility or the indentures governing our debt securities to pay dividends on our Class A common stock;\n\u25cfour ability to recognize interest deduction carryforwards and net operating loss carryforwards to reduce our future tax liability;\n\u25cfour ability to recognize certain international deferred tax assets which currently do not have a valuation allowance recorded;\n\u25cfimpact of the elimination of the calculation of USD LIBOR rates on our contracts indexed to USD LIBOR; and\n\u25cfrisks of poor financial results may prevent us from deploying strategic initiatives.\nOperational Risks\n\u25cfrisks relating to motion picture production and performance;\n\u25cfour lack of control over distributors of films;\n\u25cfintense competition in the geographic areas in which we operate;\n\u25cfincreased use of alternative film delivery methods including premium video on demand or other forms of entertainment;\n\u25cfshrinking exclusive theatrical release windows;\n\u25cfAMC Stubs\u00ae A-List may not meet anticipated revenue projections which could result in a negative impact upon operating results;\n\u25cffailures, unavailability or security breaches of our information systems;\n\u25cfdependence on key personnel for current and future performance and our ability to attract and retain senior executives and other key personnel, including in connection with any future acquisitions;\n\u25cfour ability to achieve expected synergies, benefits and performance from our strategic theatre acquisitions and strategic initiatives; and\n\u25cfoptimizing our theatre circuit through new construction and the transformation of our existing theatres may be subject to delay and unanticipated costs.\nRegulatory Risks\n\u25cfgeneral and international economic, political, regulatory, social and financial market conditions, widespread health emergencies, such as COVID-19 or other pandemics, and other risks, including the effects of the exit of the United Kingdom from the European Union;\n\u25cfreview by antitrust authorities in connection with acquisition opportunities;\n\u25cfrisks relating to the incurrence of legal liability, including costs associated with ongoing securities class action lawsuits;\n\u25cfincreased costs in order to comply or resulting from a fail", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: deferred tax, tax liability. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02805", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\nThe following discussion should be read in conjunction with our consolidated financial statements and accompanying footnotes appearing elsewhere in this Annual Report on Form 10-K. Some of the information contained in this discussion and analysis or set forth elsewhere in this Annual Report on Form 10-K, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks and uncertainties. See \u201cSpecial Note Regarding Forward-Looking Statements.\u201d Because of many factors, including those factors set forth in Part I, Item 1A \u201cRisk Factors\u201d in this Annual Report on Form 10-K, our actual results could differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. We do not assume any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.\nOverview\nWe are a clinical-stage biotechnology company focused on developing and commercializing our proprietary technology to harness the power of the immune system to combat cancer. Our product candidate, CMP-001, is a differentiated Toll-like receptor 9 (\u201cTLR9\u201d), agonist delivered as a biologic virus-like particle (\u201cVLP\u201d), utilizing a CpG-A oligonucleotide as a key component. When injected into a tumor, CMP-001 is designed to trigger the body\u2019s innate immune system, thereby altering the tumor microenvironment and directing activated anti-tumor T cells to attack both the injected tumor and also tumors throughout the body. In a clinical trial of CMP-001 in combination with a systemic checkpoint inhibitor (\u201cCPI\u201d), in patients whose tumors were unresponsive or no longer responsive to a CPI, we have observed a best objective response rate (\u201cORR\u201d), of 28% (27/98), including post-progression responders. We are evaluating CMP-001 across multiple tumor types in combination with other immunotherapy agents. Our founder, Art Krieg, first reported the discovery of immunostimulatory cytosine-phosphate-guanine (\u201cCpG\u201d), DNA in 1995, which, combined with the discovery of TLR9, led to the recognition that synthetic CpG-A oligonucleotides have the potential to stimulate the TLR9 receptor for therapeutic purposes. Our goal is to establish CMP-001 as a foundational immuno-oncology therapy that engages the innate immune system to fight cancer and improve outcomes for patients with a broad range of solid tumors.\nSince our inception, we have devoted substantially all of our efforts and financial resources to the research and development activities related to our technology and our CMP-001 program, and the administrative support for such activities including raising capital, business planning, undertaking pre-clinical studies and clinical trials and other support activities. We do not have any products approved for sale and have not generated any revenue from product sales or any other sources and do not expect to generate any revenue for the next several years. We have not yet successfully completed any registrational clinical trials, obtained any regulatory approvals, manufactured a commercial-scale drug, or conducted sales and marketing activities.\nWe have funded our operations to date primarily with proceeds from the sale of preferred stock, convertible debt and common stock. Since inception and through December 31, 2020, we have received net cash proceeds of $241.7 million from sales of our preferred stock, convertible debt and common stock.\nWe have incurred recurring losses and had negative operating cash flows since inception and our ability to generate product revenue sufficient to achieve profitability will depend heavily on the successful development and eventual commercialization of CMP-001 or any other products we acquire or develop. Our net losses were $28", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1651431_2020.htm (CIK: 1651431, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02806", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nEmerging Growth Company and Smaller Reporting Company\nWe are an \u201cemerging growth company\u201d as defined in the Jumpstart Our Business Startups Act of 2012 and a \u201csmaller reporting company\u201d as defined in the rules and regulations of the SEC. As an emerging growth company and as a smaller reporting company we may take advantage of specified reduced disclosure and other requirements that are otherwise applicable, in general, to public companies that are not emerging growth companies or smaller reporting companies. Accordingly, this Report includes reduced disclosure about our executive compensation arrangements.\nThe following table shows certain information relating to the compensation of our Chief Executive Officer and the two highest paid individuals who were serving as executive officers at year end and in each case whose total compensation exceeded $100,000 during 2020. We refer to these individuals as our \u201cNamed Executive Officers.\nSummary Compensation Table\nThe following table sets forth the compensation awarded to, earned by, or paid to our Named Executive Officers in respect of their service to the Company for the fiscal years ended December 31, 2020 and 2019.\n(1) Amounts shown in this column do not reflect dollar amounts actually received by our Named Executive Officers. Instead, these amounts reflect the aggregate grant date fair value of each stock option granted, computed in accordance with the provisions of FASB ASC Topic 718, Compensation-Stock Compensation. We used the Black-Scholes Pricing Model to compute option fair values based on applicable exercise and stock prices, an expected option term, volatility assumptions, and risk-free interest rates. Our Named Executive Officers will only realize compensation upon exercise of the stock options and to the extent the trading price of our common stock is greater than the exercise price of such stock options at the time of exercise.\nOne fourth of the options will vest upon completion of 12 full months of continuous employment measured from the date of grant, and the balance of the options vest in 36 equal monthly installments commencing on the first anniversary of the date of grant, based on the completion of each month of continuous service as an employee or director of AgeX or its subsidiaries.\n(2) Amounts represent 401(k) matching contributions by us for the periods presented unless described otherwise.\n(3)Dr. West\u2019s equity awards in 2019 reflect the fair value of 100,000 stock options and 50,000 restricted stock units.\n(4)Ms. Park was appointed as Chief Financial Officer of AgeX Therapeutics, Inc. in May 2020 and previously served as AgeX\u2019s VP of Finance and Controller since October 2019.\n(5) Ms. Park\u2019s equity awards in 2020 reflect the fair value of 300,000 stock options awarded upon the appointment as Chief Financial Officer in May 2020. The 2019 equity award reflect the fair value of 20,000 stock options in October 2019 at which time she was hired as AgeX\u2019s VP of Finance and Controller.\n(6)Dr. Malik has served as our Chief Operating Officer as a consultant through Juvenescence since October 2018. Dr. Malik is an employee of Juvenescence and has been devoting a majority of his time to AgeX\u2019s operations for which AgeX reimburses Juvenescence for his services.\n(7)Amounts represent consulting fees and bonus payments made to Juvenescence for Dr. Malik.\nEmployment Agreements and Change of Control Provisions\nMichael D. West\nWe have entered into an employment agreement with our Chief Executive Officer Michael D. West, effective October 18, 2018 (the \u201cWest Employment Agreement\u201d). Pursuant to the West Employment Agreement, Dr. West\u2019s annual base salary was initially set at $525,000. Under the West Employment Agreement, Dr. West is eligible to earn an annual incentive cash bonus with a target of no less than 50% of annual base salary. Actual bonus amounts will be based on Dr. West\u2019s attainment of individual performance goals at target levels set", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1708599_2020.htm (CIK: 1708599, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02807", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk\nThe principal market risks (i.e., the risk of loss arising from market changes) to which we are exposed are foreign currency exchange rates, price risk and project cancellation risk.\nThe assumptions applied in preparing the following qualitative and quantitative disclosures regarding foreign currency exchange rate, price risk and project cancellation risk are based upon volatility ranges experienced by us in relevant historical periods, our current knowledge of the marketplace, and our judgment of the probability of future volatility based upon the historical trends and economic conditions of the markets in which we operate.\nForeign Currency\nInternational consolidated sales for fiscal 2020 were 36% of total sales, up from 35% of sales in fiscal 2019. Operating in markets throughout the world exposes us to movements in currency exchange rates, including the recent increased volatility in foreign currency exchange rates resulting from the COVID-19 pandemic. Currency movements can affect sales in several ways, the foremost being our ability to compete for orders against foreign competitors that base their prices on relatively weaker currencies. Business lost due to competition for orders against competitors using a relatively weaker currency cannot be quantified. In addition, cash can be adversely impacted by the conversion of sales made by us in a foreign currency to U.S. dollars. In fiscal 2020, substantially all sales by us and our wholly owned subsidiaries, for which we were paid, were denominated in the local currency of the respective subsidiary (U.S. dollars or Chinese RMB).\nWe have limited exposure to foreign currency purchases. In fiscal 2020, our purchases in foreign currencies represented 1% of the cost of products sold. At certain times, we may enter into forward foreign currency exchange agreements to hedge our exposure against potential unfavorable changes in foreign currency values on significant sales and purchase contracts negotiated in foreign currencies. Forward foreign currency exchange contracts were not used in fiscal 2020 and as of March 31, 2020, we held no forward foreign currency contracts.\nPrice Risk\nOperating in a global marketplace requires us to compete with other global manufacturers which, in some instances, benefit from lower production costs and more favorable economic conditions. Although we believe that our customers differentiate our products on the basis of our manufacturing quality and engineering experience and excellence, among other things, such lower production costs and more favorable economic conditions mean that our competitors are able to offer products similar to ours at lower prices. In extreme market downturns, such as we recently experienced, we typically see depressed price levels. Moreover, the cost of metals and other materials used in our products have experienced significant volatility. Such factors, in addition to the global effects of the recent volatility and disruption of the capital and credit markets, have resulted in downward demand and pricing pressure on our products.\nProject Cancellation and Project Continuation Risk\nAdverse economic or specific project conditions can lead to a project being placed on hold or cancelled by our customers. In fiscal 2020, we had two projects totaling $3,165 cancelled. In fiscal 2019, we had no projects cancelled. At March 31, 2020, we had two projects totaling $562 on hold. At March 31, 2019, we had no projects on hold. We attempt to mitigate the risk of cancellation by structuring contracts with our customers to maximize the likelihood that progress payments made to us for individual projects cover the costs we have incurred. As a result, we do not believe we have a significant cash exposure to projects which may be cancelled.\nOpen orders are reviewed continuously through communications with customers. If it becomes evident to us that a project is delayed well beyond", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 716314_2020.htm (CIK: 716314, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02808", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplemental Data\nReport of Independent Registered Public Accounting Firm\nTo the Shareholders and the Board of Directors of Petroteq Energy Inc.\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated statements of financial position of Petroteq Energy Inc. (the \"Company\") as of August 31, 2020 and 2019, the related consolidated statements of loss and comprehensive loss, changes in shareholders\u2019 equity and cash flows for each of the two years in the period ended August 31, 2020, and the related notes (collectively referred to as the \"financial statements\").\nIn our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of August 31, 2020 and 2019, and the results of its operations and its cash flows for each of the years in the two year period ended August 31, 2020, in conformity with U.S. generally accepted accounting principles.\nGoing Concern\nThe accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has had recurring losses from operations and has a net capital deficiency, which raises substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.\nBasis for Opinion\nThese financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (\"PCAOB\") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company\u2019s control over financial reporting. Accordingly, we express no such opinion.\nOur audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.\nWe believe that our audits provide a reasonable basis for our opinion.\n/s/ Hay & Watson\nChartered Professional Accountants\nVancouver, British Columbia, Canada\nDecember 15, 2020\nWe have served as the Company's independent auditor since 2012\nPETROTEQ ENERGY, INC.\nCONSOLIDATED BALANCE SHEETS\nAs at August 31, 2020 and 2019\nExpressed in US dollars\nThe accompanying notes are an integral part of these consolidated financial statements\nPETROTEQ ENERGY, INC.\nCONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS\nFor the years ended August 31, 2020 and 2019\nExpressed in US dollars\nThe accompanying notes are an integral part of these consolidated financial statements\nPETROTEQ ENERGY, INC.\nCONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS\u2019 EQUITY\nFor the years ended August 31, 2020 and 2019\nExpressed in US dollars\nThe accompanying notes are an integral p", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1561180_2020.htm (CIK: 1561180, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02809", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nOverview\nThe following discussion should be read in conjunction with our consolidated financial statements and notes to those statements and other financial information appearing elsewhere in this Form 10-K. The following discussion contains forward-looking statements. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of a number of factors, including the risks discussed in Item 1A \u201cRisk Factors,\u201d and elsewhere in this Form 10-K. Please refer to our cautionary note on Forward Looking Statements on page 3 of this Form 10-K.\nWe are a leading developer, manufacturer and seller of miniature displays and optical lenses (our \u201ccomponents\u201d) for sale as individual displays, components, modules or higher-level subassemblies. We also license our intellectual property through technology license agreements. Our component products are used in highly demanding high-resolution portable defense, enterprise and consumer electronic applications, training and simulation equipment and 3D metrology equipment. Our products enable our customers to develop and market an improved generation of products for these target applications.\nCritical Accounting Estimates\nManagement\u2019s discussion and analysis of our financial condition and results of operations are based upon our audited consolidated financial statements. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amount of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to revenue recognition under the percentage-of-completion method, bad debts, inventories, warranty reserves, investment valuations, valuation of stock compensation awards, recoverability of deferred tax assets, liabilities for uncertain tax positions and contingencies. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for judgments about carrying values of assets and liabilities that are not apparent from other sources. Actual results may differ from these estimates under different assumptions.\nWe adopted the Financial Accounting Standards Board\u2019s (\u201cFASB\u201d) Accounting Standards Update (\u201cASU\u201d) No. 2014-09, Revenue from Contracts with Customers (Topic 606) effective December 31, 2017 (the first day of our fiscal year 2018) and applied the modified retrospective method. Our results for reporting periods beginning after December 31, 2017 are presented under ASC 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting policies ASC 605. We believe the following critical accounting policies are most affected by our more significant judgments and estimates used in the preparation of our consolidated financial statements:\nRevenue Recognition\nSubstantially all of our product revenues are primarily derived from the sales of microdisplays, which are sold as individual displays, modules which include electronics and optics, or higher-level subassemblies for use in defense, industrial and consumer near-eye applications such as avionic helmets, thermal weapon sights or virtual reality headsets. We also have development contracts for the design, manufacture and modification of products for the U.S. government or a prime contractor for the U.S. government or for a customer that sells into the industrial or consumer markets. The Company\u2019s contracts with the U.S. government are typically subject to the Federal Acquisition Regulations (\u201cFAR\u201d) and are priced based on estimated or actual costs of producing goods. The FAR provides guidance on the types of costs that are allowable in establishing prices for goods provided under U.S. gover", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: deferred tax, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02810", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7 - MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nDiscussion of financial condition and liquidity for PSCo is omitted per conditions set forth in general instructions I(1)(a) and (b) of Form 10-K for wholly owned subsidiaries. It is replaced with management\u2019s narrative analysis and the results of operations for the current year as set forth in general instructions I(2)(a) of Form 10-K for wholly owned subsidiaries (reduced disclosure format).\nNon-GAAP Financial Measures\nThe following discussion includes financial information prepared in accordance with GAAP, as well as certain non-GAAP financial measures such as electric margin, natural gas margin and ongoing earnings. Generally, a non-GAAP financial measure is a measure of a company\u2019s financial performance, financial position or cash flows that excludes (or includes) amounts that are adjusted from measures calculated and presented in accordance with GAAP.\nPSCo\u2019s management uses non-GAAP measures for financial planning and analysis, for reporting of results to the Board of Directors, in determining performance-based compensation and communicating its earnings outlook to analysts and investors. Non-GAAP financial measures are intended to supplement investors\u2019 understanding of our performance and should not be considered alternatives for financial measures presented in accordance with GAAP. These measures are discussed in more detail below and may not be comparable to other companies\u2019 similarly titled non-GAAP financial measures.\nElectric and Natural Gas Margins\nElectric margin is presented as electric revenues less electric fuel and purchased power expenses. Natural gas margin is presented as natural gas revenues less the cost of natural gas sold and transported. Expenses incurred for electric fuel and purchased power and the cost of natural gas are generally recovered through various regulatory recovery mechanisms. As a result, changes in these expenses are generally offset in operating revenues.Management believes electric and natural gas margins provide the most meaningful basis for evaluating our operations because they exclude the revenue impact of fluctuations in these expenses.\nThese margins can be reconciled to operating income, a GAAP measure, by including other operating revenues, cost of sales-other, O&M expenses, conservation and DSM expenses, depreciation and amortization and taxes (other than income taxes).\nEarnings Adjusted for Certain Items (Ongoing Earnings)\nOngoing earnings reflect adjustments to GAAP earnings (net income) for certain items.\nManagement uses these non-GAAP financial measures to evaluate and provide details of PSCo\u2019s core earnings and underlying performance. Management believes these measurements are useful to investors to evaluate the actual and projected financial performance and contribution of PSCo. For the years ended Dec. 31, 2020 and 2019, there were no adjustments to GAAP earnings and therefore GAAP earnings equal ongoing earnings.\nResults of Operations\n2020 Comparison to 2019\nPSCo\u2019s net income was $588 million for 2020, compared with $578 million for 2019. The increase reflected higher electric margin (wholesale transmission revenue and regulatory outcomes offset lower sales due to COVID-19), increased AFUDC and higher natural gas margin, offset by additional depreciation and taxes (other than income taxes).\nElectric Margin\nElectric revenues and fuel and purchased power expenses are impacted by fluctuations in the price of natural gas and coal. However, these fluctuations have minimal impact on margin due to fuel recovery mechanisms. In addition, electric customers receive a credit for PTCs generated, which reduce electric revenue and margin (offset by lower tax expense).\nElectric Revenues and Margin:\nChanges in Electric Margin:\n(a)Sales excludes weather impact, net of decoupling, and demand revenue is not impacted by decoupling.\nNatural Gas Margin\nNatural gas expense varies with changing sal", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax expense. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02811", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nAs a smaller reporting company, Amergent is not required to provide the information required by this Item 7A.\nITEM 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1805024_2020.htm (CIK: 1805024, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02812", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nGAMCO INVESTORS, INC. AND SUBSIDIARIES\nINDEX TO CONSOLIDATED FINANCIAL STATEMENTS\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nTo the stockholders and the Board of Directors of GAMCO Investors, Inc.\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated statements of financial condition of GAMCO Investors, Inc. and subsidiaries (the \"Company\") as of December 31, 2020 and 2019, the related consolidated statements of income, comprehensive income, stockholders\u2019 equity, and cash flows for each of the two years in the period ended December 31, 2020, and the related notes (collectively referred to as the \"financial statements\"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.\nWe have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 4, 2021, expressed an unqualified opinion on the Company's internal control over financial reporting.\nBasis for Opinion\nThese financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\nCritical Audit Matter\nThe critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.\nUnrecognized Income Tax Benefits - Refer to Note 1 and Note 5 to the consolidated financial statements\nCritical Audit Matter Description\nThe Company records liabilities for unrecognized tax benefits in accordance with Accounting Standards Codification Topic 740, Income Taxes (ASC 740) and adjusts these liabilities when its judgment changes as a result of the evaluation of new inform", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax benefit. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02813", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures about Market Risk\nGeneral\nThe principal objective of the Company\u2019s asset and liability management function is to evaluate the interest rate risk within the balance sheet and pursue a controlled assumption of interest rate risk while maximizing net income and preserving adequate levels of liquidity and capital. The Board of Directors has oversight of the Bank\u2019s asset and liability management function, which is managed by the Bank\u2019s ALCO. The ALCO meets regularly to review, among other things, the sensitivity of assets and liabilities to market interest rate changes, local and national market conditions and market interest rates. That group also reviews liquidity, capital, deposit mix, loan mix and investment positions.\nInterest Rate Risk\nAs a financial institution, the Bank\u2019s primary component of market risk is interest rate volatility. Fluctuations in interest rates will ultimately impact both the level of income and expense recorded on most assets and liabilities, and the fair value of all interest-earning assets and interest-bearing liabilities, other than those which have a short term to maturity. Interest rate risk is the potential of economic losses due to future interest rate changes. These economic losses can be reflected as a loss of future net interest income and/or a loss of current fair values. The objective is to measure the effect on net interest income and to adjust the balance sheet to minimize the inherent risk while at the same time maximizing income.\nThe Company manages its exposure to interest rates primarily by structuring its balance sheet in the ordinary course of business. The Bank generally originates fixed and floating rate loans with maturities of less than five years and the interest rate risk on these loans is offset by the cost of deposits, many of which generally pay interest based on a floating rate index. In the first quarter of 2020, the Bank entered into an interest rate cap derivative contract as part of its interest rate risk management strategy. The interest rate cap has a notional amount of $300 million and was designated as a cash flow hedge of certain deposits. The interest rate subject to the cap is 30-day LIBOR. Based upon the nature of operations, the Company is not subject to foreign exchange or commodity price risk and does not own any trading assets.\nNet Interest Income At-Risk\nThe Bank analyzes its sensitivity to changes in interest rates through a net interest income simulation model. It estimates what net interest income would be for a one-year period based on current interest rates, and then calculates what the net interest income would be for the same period under different interest rate assumptions. For modeling purposes, the Bank reclassifies licensing fees on corporate cash management deposits from non-interest expense to interest expense since these fees are indexed to certain market interest rates.\nThe table below shows the estimated impact on net interest income for the one-year period beginning December 31, 2020 resulting from potential changes in interest rates, expressed in basis points. These estimates require certain assumptions to be made, including loan and mortgage-related investment prepayment speeds, reinvestment rates, and deposit maturities and decay rates. These assumptions are inherently uncertain. As a result, no simulation model can precisely predict the impact of changes in interest rates on net interest income.\nAlthough the net interest income table below provides an indication of interest rate risk exposure at a particular point in time, such estimates are not intended to, and do not, provide a precise forecast of the effect of changes in market interest rates on net interest income and will differ from actual results. The following table indicates the sensitivity of projected annualized net interest income to the interest rate movements described above at December 31, 2020 (dollars in thousands):\nGiven", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1476034_2020.htm (CIK: 1476034, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02814", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nUnder the filer category of \u201csmaller reporting company\u201d, as defined in Rule 12b-2 of the Exchange Act, the Company is not required to provide information requested by Part I, Item 1A of its Form 10-K.\nItem 1B.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1007273_2020.htm (CIK: 1007273, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02815", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk.\nInterest rate risk\nOur cash, cash equivalents and restricted cash, consist primarily of interest-bearing accounts. Such interest-earning instruments carry a degree of interest rate risk. To minimize interest rate risk in the future, we intend to maintain our portfolio of cash equivalents in a variety of investment-grade securities, which may include commercial paper, money market funds, and government and non-government debt securities. Because of the short-term maturities of our cash, cash equivalents, restricted cash, and marketable securities, we do not believe that an increase in market rates would have any significant negative impact on the realized value of our investments.\nForeign currency exchange risk\nAll of our revenue and a majority of our expense and capital purchasing activities for the year ended December 31, 2020 were transacted in U.S. dollars. As we expand our sales and operations internationally, we will be more exposed to changes in foreign exchange rates. Our international revenue is currently collected in U.S. dollars. In the future, as we expand into additional international jurisdictions, we expect that our international sales will be primarily denominated in U.S. dollars. If we decide in the future to denominate international sales in currencies other than the U.S. dollar, unfavorable movement in the exchange rates between the U.S. dollar and the currencies in which we conduct foreign sales could have an adverse impact on our revenue.\nA portion of our operating expenses are incurred outside the United States and are denominated in foreign currencies, which are subject to fluctuations due to changes in foreign currency exchange rates. In particular, in our Australia and UK-based operations, we pay payroll and other expenses in Australian dollars and British pounds sterling, respectively. Our operating results and cash flows are, therefore, subject to fluctuations due to changes in foreign currency exchange rates. However, we believe that the exposure to foreign currency fluctuation from operating expenses is relatively small at this time as the related costs do not constitute a significant portion of our total expenses.\nWe currently do not hedge foreign currency exposure. We may in the future hedge our foreign currency exposure and may use currency forward contracts, currency options, and/or other common derivative financial instruments to reduce foreign currency risk. It is difficult to predict the effect future hedging activities would have on our operating results.\nCredit risk\nFinancial instruments that potentially subject us to concentrations of credit risk consist of cash and cash equivalents, restricted cash, and accounts receivable. Our investment policy limits investments to high credit quality securities issued by the U.S. government, U.S. government-sponsored agencies, and highly rated corporate securities, subject to certain concentration limits and restrictions on maturities. Our cash and cash equivalents and restricted cash are held by financial institutions that management believes are of high credit quality. Amounts on deposit may at times exceed FDIC insured limits. We have not experienced any losses on our deposits of cash and cash equivalents, and accounts are monitored by management to mitigate risk. We are exposed to credit risk in the event of default by the financial institutions holding our cash and cash equivalents or an event of default by the issuers of the corporate debt securities we hold.\nEmerging growth company status\nWe are an emerging growth company, as defined in the JOBS Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until those standards apply to private companies. We have not elected to use this extended transition period for complying with new or revised accounting standards. We will remain ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1626450_2020.htm (CIK: 1626450, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02816", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nSet forth below are the risks the Partnership believes are the most significant to the Limited Partners. The Partnership and the Local Limited Partnerships operate in a continually changing business environment and, therefore, new risks emerge from time to time. This section contains some forward-looking statements. For an explanation of the qualifications and limitations on forward-looking statements, see Item 7.\n(a)\nRisks arising from the Internal Revenue Code rules governing Low Income Housing Tax Credits\nLow Income Housing Tax Credits might not be available. If a Housing Complex does not satisfy the requirements of Internal Revenue Code Section 42, then the Housing Complex will not be eligible for Low Income Housing Tax Credits.\nLow Income Housing Tax Credits might be less than anticipated. The Local General Partners will calculate the amount of the Low Income Housing Tax Credits. No opinion of counsel will cover the calculation of the amount of Low Income Housing Tax Credits. The IRS could challenge the amount of the Low Income Housing Tax Credits claimed for any Housing Complex under any of a number of provisions set forth in Internal Revenue Code Section 42. A successful challenge by the IRS would decrease the amount of the Low Income Housing Tax Credits from the amount paid for by the Partnership.\nLow Income Housing Tax Credits may be recaptured if Housing Complexes are not owned and operated for 15 years. Housing Complexes must comply with Internal Revenue Code Section 42 for the 15-year Compliance Period. Low Income Housing Tax Credits will be recaptured with interest to the extent that a Housing Complex is not rented as low income housing or in some other way does not satisfy the requirements of Internal Revenue Code Section 42 during the Compliance Period.\nFor these purposes, disposition includes transfer by way of foreclosure. It will be up to the Partnership to determine whether to post a bond. There is no obligation under the agreements with the Local Limited Partnerships that the Local Limited Partnerships must do so.\nThere can be no assurance that recapture will not occur. If it does, recapture will be a portion of all Low Income Housing Tax Credits taken in prior years for that Housing Complex, plus interest. During the first 11 years of the Compliance Period, non-compliance results in one-third of the Low Income Housing Tax Credits up to that point for the particular Housing Complex being recaptured, plus interest. Between years 12 and 15, the recapture is phased out ratably.\nSales of Housing Complexes are subject to limitations which may impact a Local Limited Partnership\u2019s ability to sell its Housing Complex. Each Local Limited Partnership executes an extended low income housing commitment with the state in which the Housing Complex is located. The extended low income housing commitment states the number of years that the Local Limited Partnership and any subsequent owners must rent the Housing Complex as low income housing. Under Federal law, the commitment must be for at least 30 years. The commitment, actually agreed to, may be significantly longer than 30 years. In prioritizing applicants for Low Income Housing Tax Credits, most states give additional points for commitment periods in excess of 30 years. On any sale of the Housing Complex during the commitment period, the purchaser would have to agree to continue to rent the Housing Complex as low income housing for the duration of the commitment period. This requirement reduces the potential market, and possibly the sales price, for the Housing Complexes. The sale of a Housing Complex may be subject to other restrictions. For example, Federal Lenders or subsidizers may have the right to approve or disapprove a purchase of a Housing Complex. Accordingly, there can be no assurance that a Local Limited Partnership will be able to sell its Housing Complex. Even if it does so, there can be no assurance that any amount of cash will be d", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: tax credit, irs, internal revenue. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02817", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation.\nThe Company currently has four officers, Andrew A. McKnight (Chief Executive Officer), Daniel N. Bass (Chief Financial Officer), Micah B. Kaplan (Chief Operating Officer) and Alexander P. Gillette (General Counsel). The Company has no other officers or employees. None of our officers or directors have received any cash compensation for services rendered to us. Our Sponsor, officers and directors, or any of their respective affiliates, will be reimbursed for any reasonable out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made by us to our Sponsor, officers, directors or our or their affiliates.\nWe entered into an agreement with an affiliate of Fortress Acquisition Sponsor II LLC, pursuant to which we pay such affiliate a total of $20,000 per month for office space and related support services. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees.\nAfter the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting, management or other fees from the combined company. All of these fees will be fully disclosed to stockholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our stockholders in connection with a proposed business combination. It is unlikely the amount of such compensation will be known at the time such materials are distributed, because the directors of the post-combination business will be responsible for determining executive officer and director compensation. Any compensation to be paid to our officers will be determined by a compensation committee constituted solely by independent directors.\nThe existence or terms of any employment or consulting arrangements may influence our management\u2019s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1815849_2020.htm (CIK: 1815849, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02818", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7.\nMANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.\nTotal Revenues\nDuring the year ended September 30, 2020, we generated $503,512 in revenue, as compared to $11,564 for the year ended September 30, 2019. The increase in revenue is due to the rental revenue and participation fee revenue due to completion of Building 1.\nAdvertising and Marketing Expenses\nAdvertising and marketing expenses were $38,179 for the year ended September 30, 2020, as compared to $126,993 for the year ended September 30, 2019. The decrease is due to a decrease in public relations costs.\nProfessional Fees\nProfessional fees were $405,920 for the year ended September 30, 2020, as compared to $866,116 for the year ended September 30, 2019. The decrease in professional fees is primarily due a decrease in legal and consulting fees.\nGeneral and Administrative Expenses\nGeneral and administrative expenses were $2,007,642 for the year ended September 30, 2020, as compared to 1,626,596 for the year ended September 30, 2019. The increase is primarily a result of an increase in depreciation expense and property tax expense.\nProvisions for Doubtful Accounts/Recovery of Provision for Doubtful Accounts\n(Recovery)/Provision for doubtful accounts was $(1,761,675) for the year ended September 30, 2020, as compared to $783,905 for the year ended September 30, 2019. The decrease is a result of a reversal of the reserve on the receivable balance with WGP, as the payment was received in February 2020.\nInterest Income\nInterest income was $333,681 for the year ended September 30, 2020, as compared to $29,109 for the year ended September 30, 2019. The increase is attributable primarily due to the interest on the WGP litigation settlement.\nInterest Expense\nInterest expense was $856,470 for the year ended September 30, 2020, as compared to $560,591 for the year ended September 30, 2019. The increase is primarily attributable to interest on the $4,000,000 loan and the amortization of debt discounts.\nLoss on extinguishment of debt\nOn September 30, 2019, we recognized loss on extinguishment of debt of $977,110 representing the fair value of 1,500,000 warrants issued as part of the loan amendment and modification.\nNet Loss\nWe had a net loss of $709,343 for the year ended September 30, 2020, as compared to a net loss of $4,903,668 for the year ended September 30, 2019. The decrease in net loss is attributable to changes in revenues, operating expenses, and interest income and expense each of which is described above.\nLIQUIDITY AND CAPITAL RESOURCES\nLoans\nIn August 2020, we borrowed $153,000 from an unrelated party, inclusive of $3,000 of debt issuance costs. The loan bears an interest rate of 10% per year and is due on August 21, 2021.\nOn September 30, 2019, we amended and modified two notes payable due to Strategic Capital Partners, LLC, a company controlled by Benjamin J. Barton, one of our officers and directors with balances of $1,000,000 and $756,646 into one note, in the principal amount of $1,756,646, bearing interest of 9% per year and maturing on December 31, 2022. Additionally, the conversion option in the first note was eliminated. As additional consideration for the modification of the notes, the note holder received warrants to purchase 1,500,000 shares of the Company's common stock. The warrants are exercisable at a price of $1.25 per share and expire on December 31, 2022. The fair value of the 1,500,000 warrants was $977,110 and was recognized as loss on extinguishment of debt.\nOn August 2, 2019 we secured a $4,000,000 loan from an unrelated third party. The loan was evidenced by a note which bears interest at the rate of 11% per year, is due and payable on August 2, 2022 and is secured by a first lien on Building 1 at the MCC.\nThe note holder also received a warrant which allows the holder to purchase 600,000 shares of the Company\u2019s common stock at a price of $1.50 per share. The warrant will expire on the earlier of (i) August", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: tax expense, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02819", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nThe risks and uncertainties described below are not the only ones faced by the Company. Additional risks and uncertainties that the Company is unaware of, or that it currently deems immaterial, may become important factors that affect it. If any of the following risks occurs, the Company\u2019s business, financial condition, results of operations or cash flows could be materially and adversely affected.\nRisks Related to the Company\u2019s Business\nResults of Operations and Financial Condition\nFluctuations in energy commodity prices could adversely affect the business of the Company.\nIf natural gas prices in the supply basins connected to the pipeline systems of the Company are not competitive with prices in other natural gas producing regions able to serve the Company\u2019s customers, the volume of natural gas transported by the Company may be negatively impacted. Natural gas prices can also affect customer demand for the various services provided by the Company.\nThe pipeline revenues of the Company are generated under contracts that must be renegotiated periodically.\nThe pipeline revenues of the Company are generated under natural gas transportation contracts that expire periodically and must be replaced. Although the Company will actively pursue the renegotiation, extension and/or replacement of all of its contracts, it cannot assure that it will be able to extend or replace these contracts when they expire or that the terms of any renegotiated contracts will be as favorable as the existing contracts. If the Company is unable to renew, extend or replace these contracts, or if the Company renews them on less favorable terms, it may suffer a material reduction in revenues and earnings.\nThe outbreak of COVID-19 could adversely impact our business, financial condition and results of operations.\nOn January 30, 2020, the World Health Organization (\u201cWHO\u201d) announced a global health emergency because of a new strain of coronavirus known as COVID-19 due to the risks it imposes on the international community as the virus spreads globally. In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The global spread of COVID-19 caused a significant decline in economic activity and a reduced demand for goods and services, particularly in the energy industry, due to reduced operations and/or closures of businesses, \u201cshelter in place\u201d and other similar requirements imposed by government authorities, or other actions voluntarily undertaken by individuals and businesses concerned about exposure to COVID-19. The extent to which the COVID-19 pandemic continues to impact our business, operations and financial results depends on numerous evolving factors that we cannot accurately predict, including: the duration and scope of the pandemic; governmental, business and individuals\u2019 actions taken in response to the pandemic and the associated impact on economic activity; the effect on the level of demand for natural gas; our ability to procure materials and services from third parties that are necessary for the operation of our business; our ability to provide our services, including as a result of travel restrictions on our employees and employees of third parties that we utilize in connection with our services; the potential for key executives or employees to fall ill with COVID-19; and the ability of our customers to pay for our services if their businesses suffer as a result of the pandemic.\nReduced demand for natural gas caused by the COVID-19 pandemic may result in the shut-in of production from U.S. oil and gas wells, which in turn may result in decreased utilization of our services related to natural gas.\nThe factors discussed above could have a material adverse effect on our business, results of operations and financial condition. We may be forced to delay some of our capital projects and our customers, who may be in financial distress, may slow down decision-making, delay ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 76063_2020.htm (CIK: 76063, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02820", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nIn addition to the factors discussed elsewhere in this Form 10-K, the following are certain material risks and uncertainties that are specific to our industry and properties that could materially adversely affect our business, financial condition and results of operations.\nRisks Associated with the Nyngan Scandium Project\nThere are technical challenges to scandium production that may render the Nyngan Scandium Project not economic. The economics of scandium recovery are known to be challenging. There are very few facilities producing scandium and the existing scandium producers are secretive in their techniques for recovery. In addition, the recovery of scandium product from laterite resources, such as are found on the Nyngan property, has not been demonstrated at an operating facility. The Nyngan processing facility design, if constructed, will be the first of its kind for scandium production. These factors increase the possibility that we will encounter unknown or unanticipated production and processing risks. Should we encounter any of these risks, they could increase the cost of production thereby reducing margins on the Nyngan Scandium Project or rendering it uneconomic.\nThere is no guarantee that we will be able to finance the Nyngan Scandium Project for production. Any decision to proceed with production on the Nyngan Scandium Project will require significant production financing. Scandium projects are uncommon, and economic and production uncertainty may limit our ability to attract the required amount of capital to put the project into production. If we are unable to source production financing on commercially viable terms, we may not be able to proceed with the project and may have to write off our investment in the project.\nWe may not be successful in attracting copper industry interest in our ion exchange (IX) technology. Our technology is designed to recover scandium, cobalt and other critical metals from solvent extraction (SX) raffinate and other acidic waste streams in certain acid leach copper operations. Access to these processing streams is dependent on obtaining contractual relationships with existing copper mine operations. If we are unable to locate any existing copper mine operations willing to initiate access rights, then we may not be able to proceed with a CMR Project.\nIf we are successful at achieving scandium production, we may have difficulty selling scandium-containing products. Scandium is characterized by unreliable supply, resulting in limited development of markets for scandium oxide. Markets may take longer to develop than anticipated, and Nyngan and other potential scandium producers may have to wait for products and applications to create adequate demand. Certain applications may require lengthy certification processes that could delay usage or acceptance. In addition, certain scandium applications require very high purity scandium product, which is much more difficult to produce than lower grade product. If we commence production, our inability to supply scandium in sufficient quantities, in a reliable and timely manner, and in the correct quality, could reduce the demand for any scandium produced from our projects and possibly render the project uneconomic.\nGeneral Risks Associated with our Mining Activities and Company\nWe may not receive permits necessary to proceed with the development of a mining project. The development of any of our properties, including the Nyngan Scandium Project, will require the acquisition and sustained possession of numerous local and national government approvals and permits. Our ability to secure all necessary permits required to develop any of our projects is unknown until such permits are received. If we cannot obtain or retain all necessary permits, the Nyngan Scandium Project cannot be developed, and our investment in the project will potentially be lost. While the critical permits for the Nyngan Scandium Project have been received, ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1408146_2020.htm (CIK: 1408146, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02821", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data.\nReports of Management\nManagement\u2019s Responsibilities\nThe following financial statements have been prepared by management in conformity with U.S. generally accepted accounting principles and include, where required, amounts based on the best estimates and judgments of management. The integrity and objectivity of data in the financial statements and elsewhere in this Annual Report are the responsibility of management.\nIn fulfilling its responsibilities for the integrity of the data presented and to safeguard the Company\u2019s assets, management employs a system of internal accounting controls designed to provide reasonable assurance, at appropriate cost, that the Company\u2019s assets are protected and that transactions are appropriately authorized, recorded and summarized. This system of control is supported by the selection of qualified personnel, by organizational assignments that provide appropriate delegation of authority and division of responsibilities, and by the dissemination of written policies and procedures. This control structure is further reinforced by a program of internal audits, including a policy that requires responsive action by management.\nThe Board of Directors monitors the internal control system, including internal accounting and financial reporting controls, through its Audit Committee, which consists of eight independent Directors. The Audit Committee meets periodically with the independent registered public accounting firm, the internal auditors and management to review the work of each and to satisfy itself that they are properly discharging their responsibilities. The independent registered public accounting firm and the internal auditors have full and free access to the Audit Committee and meet with its members, with and without management present, to discuss the scope and results of their audits including internal control, auditing and financial reporting matters.\nManagement\u2019s Report on Internal Control Over Financial Reporting\nManagement is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under the Securities Act of 1934. Management conducted an assessment of the effectiveness of internal control over financial reporting based on the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).\nBased on the Company's assessment of the effectiveness of internal control over financial reporting and the criteria noted above, management concluded that internal control over financial reporting was effective as of September 30, 2020.\nThe financial statements and internal control over financial reporting have been audited by Ernst & Young LLP, an independent registered public accounting firm. Ernst & Young\u2019s reports with respect to fairness of the presentation of the financial statements, and the effectiveness of internal control over financial reporting, are included herein.\n/s/ Thomas E. Polen /s/ Christopher Reidy /s/ Thomas J. Spoerel\nThomas E. Polen Christopher Reidy Thomas J. Spoerel\nChief Executive Officer and President Executive Vice President, Chief Financial Officer and Chief Administrative Officer Vice President, Controller and Chief Accounting Officer\nReport of Independent Registered Public Accounting Firm\nTo the Shareholders and the Board of Directors of\nBecton, Dickinson and Company\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheets of Becton, Dickinson and Company (the Company) as of September 30, 2020 and 2019, the related consolidated statements of income, comprehensive income and cash flows for each of the three years in the period ended September 30, 2020, and the related notes (collectively referred to as the \u201cconsolidated financial statements\u201d). In our opinion, the consolidated financial statements present fairly, in all mat", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 10795_2020.htm (CIK: 10795, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02822", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation.\nCompensation Discussion and Analysis. The Compensation Committee reviews and recommends to the Board of Directors the compensation to be paid to each executive officer. Executive compensation, in all instances except for the compensation for the Chief Executive Officer (\u201cCEO\u201d), is based on recommendations from the CEO. The CEO makes a determination by comparing the performance of each executive being reviewed with objectives established at the beginning of each fiscal year and with objectives established during the business year with regard to the success of the achievement of such objectives and the successful execution of management targets and goals.\nWith respect to the compensation of the CEO, the Committee considers performance criteria, 50% of which is related to the direction, by the CEO, of the reporting executives, the establishment of executive objectives as components for the successful achievement of Company goals and the successful completion of programs leading to the successful completion of the Business Plan for the Company and 50% is based on the achievement by the Company of its financial and personnel goals tempered by the amount of the income or loss of the Company during the fiscal year.\nThe compensation at times includes grants of options under its stock option plan to the named executives. Each officer is employed pursuant to a long-term employment agreement, containing terms proposed by the Compensation Committee and approved as reasonable by the Board of Directors. The Board is cognizant that as a relatively small company, the Company has limited resources and opportunities with respect to recruiting and retaining key executives. Accordingly, the Company has relied upon long-term employment agreements and grants of stock options to retain qualified personnel.\nCompensation for each of its executive officers provided by their employment agreements were based on the foregoing factors and the operating and financial results of the segments under their management.\nThe following table summarizes all compensation paid by the Company to each of its executive officers for the fiscal years ended June 30, 2020 and 2019.\nSUMMARY COMPENSATION TABLE\n(1)\nThe amounts represent compensation expense for the stock options granted on July 1, 2017 valued utilizing the Black-Scholes-Merton options pricing model, disregarding estimates of forfeitures related to service-based vesting considerations. The option was valued at a total of $39,200 of which $13,100 was expensed in each of fiscal 2020 and fiscal 2019. On June 23, 2020, the Company awarded Ms. Santos options to purchase 215,366 shares of Common Stock, subject to amendment of the Company\u2019s 2012 Stock Option Plan.\n(2)\nThe amounts represent consulting expense for the stock options granted from March 2019 through June 2020 valued at $3,000 per month utilizing the Black-Scholes-Merton options pricing model, of which $36,000 was expensed in fiscal 2020 and $12,000 in fiscal 2019.\n(3)\nThe amounts represent compensation expense for the stock options granted on June 30, 2018 and December 31, 2017 valued utilizing the Black-Scholes-Merton options pricing model. The option was valued at a total of $10,000 and $9,500, respectively, utilizing the Black-Scholes-Merton options pricing model, of which a total of $6,500 was expensed in each of fiscal 2020 and fiscal 2019.\n(4)\nThe amounts represent compensation expense for the July 1, 2017 stock options granted valued utilizing the Black-Scholes-Merton options pricing model, disregarding estimates of forfeitures related to service-based vesting considerations. The option was valued at a total of $11,800, of which $3,900 was expensed in each of fiscal 2020 and 2019.\n(5)\nThe amounts represent compensation expense for the stock options granted on July 1, 2017, and February 26, 2017, valued utilizing the Black-Scholes-Merton options pricing model, disregarding estimates of forfeitures related to service-ba", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 87802_2020.htm (CIK: 87802, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02823", "source": "edgar", "source_license": "public_domain", "text": "Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations.\nThe following discussion provides information which our management believes is relevant to an assessment and understanding of our operations and financial condition. This discussion should be read in conjunction with the Consolidated Financial Statements and Notes to Consolidated Financial Statements and schedules thereto appearing elsewhere herein. In addition, see \u201cSafe Harbor Statement under the Private Securities Litigation Reform Act of 1995 Regarding Forward-Looking Information\u201d, as well as \u201cRisk Factors\u201d in Item 1A of this Annual Report. We have restated our financial statements for 2019 and 2018 due to the correction of errors in the accounting for income taxes related to the valuation allowance against deferred tax assets, which impacted our net deferred tax liabilities. Accordingly, the Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations set forth below reflect the effects of the restatements. See Note 1 - Basis of Presentation for additional details.\nGeneral\nHillman is one of the largest providers of hardware-related products and related merchandising services to retail markets in North America. Our principal business is operated through our wholly-owned subsidiary, The Hillman Group, Inc. and its wholly-owned subsidiaries (collectively, \u201cHillman Group\u201d), which had net sales of approximately $1,368.3 million in 2020. Hillman Group sells its products to hardware stores, home centers, mass merchants, pet supply stores, and other retail outlets principally in the United States, Canada, Mexico, Latin America, and the Caribbean. Product lines include thousands of small parts such as fasteners and related hardware items; threaded rod and metal shapes; keys, key duplication systems, and accessories; builder's hardware; personal protective equipment, such as gloves and eye-wear; and identification items, such as tags and letters, numbers, and signs. We support product sales with services that include design and installation of merchandising systems, maintenance of appropriate in-store inventory levels, and break-fix for our robotics kiosks.\nSubsequent to our year end, on January 24, 2021, the Company\u2019s parent, HMan Group Holdings, Inc., and Landcadia Holdings III, Inc. (\"Landcadia\"), a special purpose acquisition company (\"SPAC\") entered into an agreement (\"Merger Agreement\") whereby the Parent would become a wholly owned subsidiary of Landcadia for the consideration of $911.3 million upon approval of the Landcadia shareholders and will be accounted for as a reverse acquisition resulting in a recapitalization of HMan Group Holdings. Consideration would be a combination of roll-over equity by current Company shareholders, new share purchases by Landcadia SPAC participants, cash from a new credit agreement and refinancing of existing credit facilities of the Company. A full description of the proposed acquisition terms may be found in the Landcadia Proxy Statement dated February 3, 2021 (the \u201cProxy\u201d) filed with the United States Securities and Exchange Commission (\u201cSEC\u201d), which is available on www.sec.gov.\nCurrent Economic Conditions\nOur business is impacted by general economic conditions in the North American and international markets, particularly the U.S. and Canadian retail markets including hardware stores, home centers, mass merchants, and other retailers.\nIn December 2019, a novel strain of coronavirus (COVID-19) was reported to have surfaced in Wuhan, China, and has since spread to a number of other countries, including the United States and Canada. In March 2020, the World Health Organization characterized COVID-19 as a pandemic. Efforts to contain the spread of COVID-19 intensified during our fiscal 2020 second quarter and remained in effect throughout our fiscal year. Most states and municipalities within the U.S. enacted temporary closures of businesses, issued quarantine orders and too", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, deferred tax. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02824", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data.\nWe have elected to comply with Item 301 of Regulation S-K, as amended February 10, 2021 and are omitting this disclosure in reliance thereon.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1808158_2020.htm (CIK: 1808158, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02825", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nOVERVIEW\nIndependence Holding Company, a Delaware corporation (NYSE: IHC), is a holding company principally engaged in underwriting, administering and/or distributing group and individual specialty benefit products, including disability, supplemental health, pet, and group life insurance through: (i) its insurance companies, Standard Security Life, Madison National Life, and Independence American Insurance Company; and (ii) its marketing and administrative companies consisting of IHCSB, IBG, My1HR and a majority interest in PetPartners (collectively the \u201cIHC Agencies\u201d) and its lead generation company, Torchlight. Standard Security Life, Madison National Life and Independence American Insurance Company are sometimes collectively referred to as the \u201cInsurance Group\u201d. IHC and its subsidiaries (including the Insurance Group) are sometimes collectively referred to as the \"Company\", or \u201cIHC\u201d, or are implicit in the terms \u201cwe\u201d, \u201cus\u201d and \u201cour\u201d.\nIHC\u2019s health insurance products serve niche sectors of the commercial market through multiple classes of business and varied distribution channels. With regard to those persons in the growing individual market, IHC\u2019s products offer coverage for individuals and families with short-term needs, and fixed indemnity limited benefit and scheduled benefit plans through multiple distribution partners. We offer pet insurance for dogs and cats in all 50 states through select distributors. Our fixed indemnity limited benefit product is primarily purchased by hourly workers and others who are generally not eligible for coverage under their employer\u2019s group medical plan. The dental and vision products are marketed to large and small groups as well as individuals. With respect to IHC\u2019s life and disability business, Madison National Life has historically sold almost all of this business through one distribution source specializing in serving school districts and municipalities.\nWhile management considers a wide range of factors in its strategic planning and decision-making, underwriting profit is consistently emphasized as the primary goal in all decisions as to whether or not to increase our retention in a core line, expand into new products, acquire an entity or a block of business, or otherwise change our business model. Management's assessment of trends in healthcare and morbidity, with respect to specialty health, disability, DBL and PFL, mortality rates with respect to life insurance, and changes in market conditions in general play a significant role in determining the rates charged, deductibles and attachment points quoted, and the percentage of business retained. IHC also seeks transactions that permit it to leverage its vertically integrated organizational structure by generating fee income from production and administrative operating companies as well as risk income for its carriers. Management has always focused on managing the costs of its operations.\nCOVID-19\nIn March 2020, the World Health Organization declared the outbreak of COVID-19, a global health pandemic and the United States declared a national health emergency. COVID-19 has led to large scale disruption in the global economy, market instability and widespread unemployment in the United States.\nThe COVID-19 outbreak continues to be a fluid situation. The business continuity and emergency response plans we implemented in March 2020 continue to ensure we provide a high level of service to our customers and support our everyday business needs. To help protect the safety and wellbeing of our employees and mitigate the spread of COVID-19, we have limited travel and directed our employees to work remotely whenever possible. As the COVID-19 outbreak continues to evolve, the duration of COVID-19 and its potential effects on our business cannot be certain. Regulatory mandates have affected, and we anticipate will continue to impact, the insurance indust", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 701869_2020.htm (CIK: 701869, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02826", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations\nThe following discussion of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the notes to those consolidated financial statements included in Item 15 of this Annual Report on Form 10-K. This discussion contains forward-looking statements that involve significant risks and uncertainties. As a result of many factors, such as those set forth under \"Risk Factors\" and elsewhere in this Annual Report on Form 10-K, our actual results may differ materially from those anticipated in these forward-looking statements. Please also refer to the section under heading \"Forward-Looking Statements.\"\nOverview\nWe are a biopharmaceutical company dedicated to the discovery, development and commercialization of therapeutics to treat serious and rare diseases. Our research focuses on key natural regulators of cellular growth and repair, particularly the Transforming Growth Factor-Beta, or TGF-beta, protein superfamily. By combining our discovery and development expertise, including our proprietary knowledge of the TGF-beta superfamily, and our internal protein engineering and manufacturing capabilities, we generate innovative therapeutic candidates, all of which encompass novel potential first-in-class mechanisms of action. If successful, these candidates could have the potential to significantly improve clinical outcomes for patients across these areas of high, unmet need.\nWe focus and prioritize our commercialization, research and development activities within two key therapeutic areas: pulmonary and hematology.\nPulmonary\nWe are actively developing our lead pulmonary program, sotatercept, for the treatment of patients with pulmonary arterial hypertension, or PAH. Sotatercept is generally partnered with Bristol Myers Squibb, or BMS (which acquired Celgene Corporation in November 2019), but we retain the exclusive rights to fund, develop, and lead the global commercialization of sotatercept in pulmonary hypertension, which we refer to as the PH field, and that includes PAH. PAH is a rare and chronic, rapidly progressing disorder characterized by the constriction of small pulmonary arteries, resulting in abnormally high blood pressure in the pulmonary arteries.\nIn June 2020, we presented results of the PULSAR Phase 2 trial of sotatercept in patients with PAH on stable background PAH-specific therapies during the \"Breaking News: Clinical Trials in Pulmonary Medicine\" session of the American Thoracic Society, or ATS, 2020 Virtual Conference. Study investigators reported that the trial met its primary endpoint, pulmonary vascular resistance, and its key secondary endpoint, six-minute walk distance, and showed concordance of results across multiple additional endpoints and regardless of baseline characteristics. Sotatercept was generally well tolerated in the trial and adverse events observed in the study were generally consistent with previously published data on sotatercept in clinical trials in other patient populations. We presented additional cardiac and pulmonary function data at the virtual 2020 American Heart Association Scientific Sessions in November 2020 showing improvement in right ventricular-pulmonary arterial (RV-PA) coupling, which represents the match between the output of the RV and the resistance of the pulmonary vasculature, as well as improvement in RV function. The 18-month extension period of the PULSAR trial is ongoing and we initiated our registrational Phase 3 trial, the STELLAR trial, in patients with PAH at the end of 2020. In mid 2021, we also plan to initiate the early intervention Phase 3 HYPERION trial in patients with PAH, and the later intervention Phase 3 ZENITH trial in World Health Organization (WHO) functional class IV PAH patients.\nWe have completed enrollment in an exploratory study called SPECTRA to provide us with greater understanding of sotat", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1280600_2020.htm (CIK: 1280600, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02827", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nOur business faces risks. If any of the events or circumstances described in the following risks actually occur, our business, financial condition or results of operations could suffer, and the trading price of our common stock could decline. Our investors and prospective investors should consider the following risks and the information contained under the heading \"Cautionary Statement Concerning Forward Looking Statements\" before deciding to invest in our common stock.\nOur resources are limited and it may impact how we implement our growth strategy which may impact our operations.\nOur resources are limited. Our working capital deficiency at December 31, 2020 amounts to $998,101. As we implement our growth strategy, poor strategic design or execution could impact negatively our operations and our cash flows. We expect that our expenses will continue to increase as we continue to develop and implement our products and services. Our capital requirements may vary materially from those currently planned if, for example, we incur unforeseen capital expenditures, incur unforeseen operating expenses, or make investments to maintain our competitive position. If this is the case, we may have to delay or abandon some or all of our development plans or otherwise forego market opportunities. We will need to generate significant revenues to be profitable in the future, and we may not generate sufficient revenues to be profitable on either a quarterly or annual basis in the future.\nWe have a history of losses.\nWe have a history of losses and negative cash flows from operations. We had a net loss from continuing operations of approximately $1.3 million in 2020 and a net loss of approximately $6.0 million in 2019. Our operations have been financed primarily through proceeds from the issuance of equity, borrowing money through the issuance of promissory notes and use of a credit facility. We may continue to incur losses in the future.\nWe have substantial indebtedness and obligations to pay interest.\nWe currently have, and will likely continue to have, a substantial amount of indebtedness and obligations to pay interest from our preferred stock. Our indebtedness and interest obligations could, among other things, make it more difficult for us to satisfy our debt obligations, require us to use a large portion of our cash flow from operations to repay and service our debt and preferred stock or otherwise create liquidity problems, limit our flexibility to adjust to market conditions, place us at a competitive disadvantage and expose us to interest rate fluctuations. As of December 31, 2020, we had total debt outstanding of approximately $903,061, of which $188,249 was short term. As of December 31, 2020, we had 500 shares of Series A Preferred, Stock, each with a stated value of $1,000 per share which bears interest at 12% per annum, and 3,000 shares of Series B Preferred Stock, each with a stated value of $1,000 per share which bears interest at 6% per annum.\nWe expect to obtain the money to pay our expenses and pay the principal and interest on our indebtedness, interest on our preferred stock, and tax liabilities from cash flow from our operations and potentially from securities offerings. Accordingly, our ability to meet our obligations depends on our future performance and capital raising activities, which will be affected by financial, business, economic and other factors, many of which are beyond our control. If our cash flow and capital resources prove inadequate to allow us to pay the principal and interest on our debt, interest on our preferred stock and meet our other obligations, we could face substantial liquidity problems and might be required to dispose of material assets or operations, restructure or refinance our debt, which we may be unable to do on acceptable terms, and forego attractive business opportunities. In addition, the terms of our existing or future debt agreements may restrict us from pursuing a", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1352952_2020.htm (CIK: 1352952, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02828", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors.\nWe are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.\nItem 1B.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1527541_2020.htm (CIK: 1527541, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02829", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation.\nThe following table sets forth information about the remuneration of our principal executive officer for services rendered during our fiscal years ended December 31, 2020 and 2019, and our other executive officers that had total compensation of $100,000 or more for our last completed full fiscal year (the \u201cNamed Officers\u201d). Certain tables and columns have been omitted as no information was required to be disclosed under those tables or columns.\nSUMMARY COMPENSATION TABLE\n(1) Of the salary earned in 2020, $213,648 was paid and $136,352 was deferred. In 2019 $232,835 was paid and $117,165 was deferred.\n(2) Represents a stock option grant of 250,000 option shares issued 04/27/2020 with an exercise price of $0.38, which vests in equal increments on each of the first, second and third anniversaries of the date of grant.\n(3) Represents the car allowance paid to Mr. Delle Coste.\n(4) Represents a stock option grant of 250,000 options shares issued 5/20/19 with an exercise price of $0.45, which vests in equal increments on each of the first, second and third anniversaries of the date of grant.\n(5) Represents a stock option grant of 100,000 shares issued 01/06/2020 with an exercise price of $0.37, which vests 3 years after the date of grant (cliff vesting).\n(6)\nRepresents a stock option grant of 150,000 shares issued 7/29/19 with an exercise price of $0.45 which vests ratably according to the option schedule on each anniversary over the next three years and are exercisable until 7/29/27.\nEmployment Agreements\nOn April 27, 2015, Smoothie, Inc. entered into an executive employment agreement with Riccardo Delle Coste, its Chief Executive Officer and director. Mr. Delle Coste is also the Chief Executive Officer and Chairman of the Company. Pursuant to the employment agreement, he receives a base salary of $350,000 and performance bonuses of 75% of his base salary based on mutually agreed upon performance targets. In addition, Mr. Delle Coste receives up to an additional 500,000 performance options, on an annual basis. All options granted under the employment agreement are subject to the Company\u2019s 2015 Equity Incentive Plan.\nThe Company entered into an executive employment agreement with Raffi Loussararian on July 29, 2019, to which he agreed to serve as Vice President, Finance. Pursuant to the employment agreement, Mr. Loussararian received a base salary of $175,000 and performance bonuses of 25% of his base salary, based upon performance targets determined by the Board of Directors. In addition, Mr. Loussararian was granted 3-year options to purchase up to 150,000 shares of common stock of Barfresh. Option grants vest ratably on each anniversary of the date of commencement of Mr. Loussararian\u2019s employment. All options granted under the employment agreement are subject to the Company\u2019s 2015 Equity Incentive Plan. Mr. Loussararian left the Company in January 2021.\nThe following table sets forth information with respect to outstanding equity awards for the Named Officers:\nOUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END\n(1) Fully vested.\n(2) Vest ratably in equal increments on the first, second and third anniversary of the date of grant of the option.\n(3) Vests on the third anniversary of date of grant of the option.\nCompensation of Directors\nThe following table summarizes the compensation paid to our directors that were not employees for the fiscal year ended December 31, 2020. A director who is a Company employee does not receive any compensation for service as a director. The compensation received by directors that are employees of the Company is shown above in the summary compensation table. We reimburse all directors for expenses incurred in their capacity as directors.\nDIRECTOR COMPENSATION\n(1) Mr. Borus became a director on April 29, 2020.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1487197_2020.htm (CIK: 1487197, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02830", "source": "edgar", "source_license": "public_domain", "text": "Item 7A.\nQuantitative and Qualitative Disclosures about Market Risk\nWe have domestic and international operations and we are exposed to market risks in the ordinary course of our business. These risks primarily include interest rate, foreign exchange and inflation risks, as well as risks relating to changes in the general economic conditions in the countries where we conduct business. To reduce certain of these risks, we monitor the financial condition of our large customers and limit credit exposure by collecting subscription fees in advance.\nForeign Currency Risk\nOur results of operations and cash flows have been and will continue to be subject to fluctuations because of changes in foreign currency exchange rates, particularly changes in exchange rates between the U.S. dollar and the Euro, GBP and INR, the currencies of countries where we currently have our most significant international operations. Our expenses in international locations are generally denominated in the currencies of the countries in which our operations are located.\nThe cash flow effects of our derivative contracts for the year ended December 31, 2020 and 2019 were included within net cash provided by operating activities on our consolidated statements of cash flows. At December 31, 2020, we had 39 open designated cash flow hedge forward contracts with notional amounts of \u20ac25.9 million, \u00a38.7 million and Rs. 1,933.5 million. During the fiscal year ended December 31, 2020, we recorded $2.0 million of unrealized foreign exchange losses (net of realized gains and losses and tax) related to the designated cash flow hedge contracts in AOCI. At December 31, 2019, we had 26 open cash flow hedge contracts with notional amount of \u20ac24.2 million and \u00a39.7 million. We recorded $0.4 million of unrealized foreign exchange gains (net of realized gains and losses and tax) related to the designated cash flow hedge contracts in AOCI.\nFor further details, see Part II, Item 8", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1107843_2020.htm (CIK: 1107843, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02831", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nWe are a specialty finance company primarily engaged in originating and investing in CRE loans and related investments. We are externally managed by ACREM, a subsidiary of Ares Management, a publicly traded, leading global alternative asset manager, pursuant to the terms of the Management Agreement. From the commencement of our operations in late 2011, we have been primarily focused on directly originating and managing a diversified portfolio of CRE debt-related investments for our own account.\nWe were formed and commenced operations in late 2011. We are a Maryland corporation and completed our initial public offering in May 2012. We have elected and qualified to be taxed as a REIT for United States federal income tax purposes under the Internal Revenue Code of 1986, as amended, commencing with our taxable year ended December 31, 2012. We generally will not be subject to United States federal income taxes on our REIT taxable income as long as we annually distribute to stockholders an amount at least equal to our REIT taxable income prior to the deduction for dividends paid and comply with various other requirements as a REIT.\nWe also operate our business in a manner that is intended to permit us to maintain our exemption from registration under the 1940 Act.\nBelow are significant developments during the year ended December 31, 2020 presented by quarter:\nDevelopments During the First Quarter of 2020:\n\u2022ACRE purchased a $132.6 million senior mortgage loan on a portfolio of office properties located across multiple states from the $200 million real estate debt warehouse investment vehicle maintained by an affiliate of the Company\u2019s Manager (the \u201cAres Warehouse Vehicle\u201d).\n\u2022ACRE originated a $29.6 million senior mortgage loan on a multifamily property located in Texas.\n\u2022ACRE originated a $56.5 million senior mortgage loan on an industrial property located in New York.\n\u2022ACRE originated a $19.0 million senior mortgage loan on a multifamily property located in Washington.\n\u2022ACRE originated a $39.6 million senior mortgage loan on a mixed-use property located in California.\n\u2022ACRE originated a $37.6 million mezzanine loan on an office property located in Illinois.\n\u2022ACRE originated a $41.0 million senior mortgage loan on a multifamily property located in New Jersey.\n\u2022ACRE closed the $150.0 million Morgan Stanley Facility (as defined below). The initial maturity date of the Morgan Stanley Facility is January 16, 2023, subject to two 12-month extensions, each of which may be exercised at ACRE\u2019s option, subject to the satisfaction of certain conditions, including payment of an extension fee, which, if both were exercised, would extend the maturity date of the Morgan Stanley Facility to January 16, 2025. Advances under the Morgan Stanley Facility generally accrue interest at a per annum rate equal to the sum of one-month LIBOR plus a spread ranging from 1.75% to 2.25%, determined by Morgan Stanley, depending upon the mortgage loan sold to Morgan Stanley in the applicable transaction.\n\u2022ACRE entered into an underwriting agreement (the \u201cUnderwriting Agreement\u201d) in which ACRE agreed to sell an aggregate of 4,600,000 shares of ACRE\u2019s common stock, par value $0.01 per share. The public offering generated net proceeds of approximately $72.9 million, after deducting transaction expenses.\n\u2022ACRE transferred its interest in a $24.4 million senior mortgage loan on an office property located in North Carolina to a third party and retained a $6.1 million mezzanine loan on the same property. ACRE determined that the transfer did not qualify as a sale and therefore treated it as a financing transaction. As such, ACRE did not derecognize the $24.4 million senior mortgage loan asset and recorded a secured borrowing liability in its consolidated balance sheets. The initial maturity date of the $24.4 million secured borrowing is May 5, 2023, subject to one 12-month extens", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, irs, internal revenue. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02832", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK INTEREST RATES\nOur exposure to changes in interest rates results from our borrowing activities. In the event interest rates were to move by 1%, our yearly interest expense would increase or decrease by approximately $0.1 million assuming our average borrowing levels remained constant on our variable rate Revolving Credit Facility. As of March 28, 2020, $30.0 million was available under our Revolving Credit Facility, of which $17.7 million was outstanding and included in long-term debt on the Consolidated Balance Sheets. As described above under \u201cLiquidity and Capital Resources,\u201d we also have a $15.0 million (original principal) term loan. As of March 28, 2020, $12.6 million was outstanding on the term loan and was included in long-term debt and current portion of long-term debt on the Consolidated Balance Sheets. The term loan requires total principal and interest repayments of $0.2 million per month through December 2025. Subsequent to fiscal year 2020, we amended our Revolving Credit Facility to provide for, among other things, $10.0 million in additional borrowing capacity and certain financial covenant modifications. See \u201cNote 11 - Subsequent Event\u201d in the financial notes to this report for additional information.\nAt our option, we borrow from our Revolving Credit Facility at the variable one-month LIBOR or at a fixed rate for a designated period at the LIBOR corresponding to such period, in each case, plus a margin. Our interest rate margin is determined on a quarterly basis based upon our calculated leverage ratio. As of March 28, 2020, the one-month LIBOR was 1.0%. Our interest rate during fiscal year 2020 for our Revolving Credit Facility ranged from 1.8% to 3.7%. Interest on outstanding borrowings of the 2018 Term Loan accrues at a fixed rate of 4.15% over the term of the loan. On March 28, 2020, we had no hedging arrangements in place to limit our exposure to upward movements in interest rates.\nFOREIGN CURRENCY\nApproximately 92% of our total revenues for fiscal years 2020 and 2019 were denominated in U.S. dollars, with the remainder denominated in Canadian dollars. A 10% change in the value of the Canadian dollar to the U.S. dollar would impact our revenue by less than 1%. Since the onset of the COVID-19 pandemic in North America, the Canadian dollar has weakened compared to the U.S. dollar. We monitor the relationship between the U.S. and Canadian currencies on a monthly basis and adjust sales prices for products and services sold in Canadian dollars as we believe to be appropriate, including in response to the COVID-19 pandemic.\nWe continually utilize short-term foreign exchange forward contracts to reduce the risk that future earnings would be adversely affected by changes in currency exchange rates. We do not apply hedge accounting and therefore the net change in the fair value of the contracts, which totaled a net loss of loss of less than $0.1 million in fiscal year 2020 and a net gain of less than $0.2 million in fiscal year 2019, respectively, was recognized as a component of other expense in the Consolidated Statements of Income. The change in the fair value of the contracts is offset by the change in fair value on the underlying receivables denominated in Canadian dollars being hedged. On March 28, 2020, we had a foreign exchange contract, which matured in April 2020, outstanding in the notional amount of $4.0 million. The foreign exchange contract was renewed in April 2020 and continues to be in place. We do not use hedging arrangements for speculative purposes.\nITEM 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 99302_2020.htm (CIK: 99302, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02833", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\nThe following table sets forth our selected financial data for the periods indicated:\nChanges in commodity prices and sales volumes affect both revenue and cost of sales and fuel, and, therefore, the changes in revenue in the above table are largely offset in cost of sales and fuel.\nIn 2020, we incurred $644.9 million in noncash impairment charges, which had an adverse impact on our financial results for the year ended December 31, 2020. In 2017, we recorded noncash impairment charges of $20.2 million.\nUpon adoption of Topic 606 in January 2018, we determined that certain Natural Gas Gathering and Processing segment fee with POP contracts and Natural Gas Liquids segment exchange services contracts that include the purchase of commodities are supplier contracts. Contractual fees in these identified contracts are recorded as a reduction of the commodity purchase price in cost of sales and fuel. In 2017 and prior periods, these fees were recorded as services revenue.\nIn 2017, we recorded a one-time noncash charge to net income through income tax expense of $141.3 million, related to the revaluation of our deferred tax balances and a valuation allowance on certain state net operating loss and tax credit carryforwards resulting from the enactment of the Tax Cuts and Jobs Act.\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax expense, deferred tax, tax credit. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02834", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nReports of Independent Registered Public Accounting Firm\nBalance Sheets as of December 31, 2020 and 2019\nStatements of Operations for the years ended December 31, 2020 and 2019\nStatement of Changes in Members'/Shareholders' Equity (Defict) for the years ended December 31, 2020 and 2019\nStatements of Cash Flows for the years ended December 31, 2020 and 2019\nNotes to Financial Statements\nReport of Independent Registered Public Accounting Firm\nShareholders and the Board of Directors\nVirios Therapeutics, Inc.\nOpinion on the Financial Statements\nWe have audited the accompanying balance sheets of Virios Therapeutics, Inc. (the \"Company\") as of December 31, 2020 and 2019, the related statements of operations, members\u2019/stockholders\u2019 equity, and cash flows for each of the two years in the period ended December 31, 2020, and the related notes (collectively referred to as the \"financial statements\"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2020, in conformity with U.S. generally accepted accounting principles.\nBasis for Opinion\nThese financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (\"PCAOB\") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.\nOur audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\n/s/ Dixon Hughes Goodman LLP\nWe have served as the Company's auditor since 2020.\nAtlanta, Georgia\nMarch 23, 2021\nVIRIOS THERAPEUTICS, INC.\nBALANCE SHEETS\nSee accompanying notes to the financial statements.\nVIRIOS THERAPEUTICS, INC.\nSTATEMENTS OF OPERATIONS\n(1)The net loss per share and weighted average shares outstanding have been computed to reflect the corporate conversion in Note 1 that occurred on December 16, 2020 prior to the Company\u2019s initial public offering (the \u201cIPO\u201d). In conjunction with the IPO all of the Company\u2019s members\u2019 interest were converted to shares of common stock.\nSee accompanying notes to the financial statements.\nVIRIOS THERAPEUTICS, INC.\nSTATEMENTS OF MEMBERS\u2019/STOCKHOLDERS\u2019 EQUITY/(DEFICIT)\n(2)These transactions occurred prior to the corporate conversion.\nSee accompanying notes to the financial statements.\nVIRIOS THERAPEUTICS, INC.\nSTATEMENTS OF CASH FLOWS\nSee accompanyi", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1818844_2020.htm (CIK: 1818844, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02835", "source": "edgar", "source_license": "public_domain", "text": "Item 1A.Risk Factors\nSummary Risk Factors\nThe following is a summary of material risks that could affect our business. This summary may not contain all of our material risks, and it is qualified in its entirety by the more detailed risk factors set forth below.\nRisks Related to our Financial Position and Need for Additional Capital\n1.We have a history of operating losses, expect to incur additional operating losses in the future and may never be profitable.\n2.Our cost of operations could increase significantly more than what we expect depending on the costs to complete our development program for DefenCath/Neutrolin.\n3.We will need to finance our future cash needs through public or private equity offerings, debt financings or corporate collaboration and licensing arrangements. Any additional funds that we obtain may not be on terms favorable to us or our stockholders and may require us to relinquish valuable rights.\nRisks Related to the Development and Commercialization of Our Product Candidates\n1.Defencath, our lead product candidate, has received Fast Track designation and Qualified Infectious Disease Product designation from FDA, but we cannot provide assurances that these designations will not be rescinded.\n2.If the FDA requires a second clinical trial for DefenCath or imposes additional manufacturing requirements to approve the New Drug Application, the development of DefenCath will take longer and cost more to complete, and we will need significant additional funds to undertake a second trial, if required.\n3.Our only product Neutrolin is only approved in Europe and is still in development in the United States.\n4.Final approval by regulatory authorities of our product candidates for commercial use may be delayed, limited or prevented, any of which would adversely affect our ability to generate operating revenues.\n5.Successful development and commercialization of our other products is uncertain.\n6.If we fail to comply with environmental, health and safety laws and regulations, we could become subject to fines or penalties or incur costs that could harm our business.\n7.The successful commercialization of Neutrolin will depend on obtaining coverage and reimbursement for use of Neutrolin from third-party payors.\n8.Physician and patients may not accept and use our products.\n9.Changes in funding for the FDA and other government agencies or future government shutdowns or disruptions could cause delays in the submission and regulatory review of marketing applications, which could negatively impact our business or prospects.\n10.The outbreak of the novel coronavirus disease, COVID-19, or other pandemic, epidemic or outbreak of an infectious disease may materially and adversely impact our business, including our preclinical studies and clinical trials.\n11.Clinical trials required for our product candidates may be expensive and time-consuming, and their outcome is uncertain.\n12.If we fail to comply with international regulatory requirements, we could be subject to regulatory delays, fines or other penalties.\n13.We do not have, and may never obtain, the regulatory approvals we need to market our product candidates outside of the European Union.\n14.Even if approved, our products will be subject to extensive post-approval regulation.\nRisks Related to Our Business and Industry\n1.Competition and technological change may make our product candidates and technologies less attractive or obsolete.\n2.Healthcare policy changes, including reimbursement policies for drugs and medical devices, may have an adverse effect on our business, financial condition and results of operations.\n3.If we lose key management or scientific personnel, cannot recruit qualified employees, directors, officers, or other personnel or experience increases in compensation costs, our business may materially suffer.\n4.If we are unable to hire additional qualified personnel, our ability to grow our business may be harmed.\n5.We may not successfully manage our growth.\n6.We fac", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1410098_2020.htm (CIK: 1410098, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02836", "source": "edgar", "source_license": "public_domain", "text": "Item 6. SELECTED FINANCIAL DATA.\nThe selected financial data set forth below should be read in conjunction with our consolidated financial statements, related Notes thereto and \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d included herein.\nFIVE-YEAR FINANCIAL SUMMARY\n(Amounts in millions, except per share and cash dividend information)\n(1)For the year ended December 31, 2020, net income included the following pre-tax costs: restructuring charges of $9.9 million, other long-lived asset impairment charges of $1.4 million, acquisition related costs of $1.3 million, footprint optimization costs of $1.1 million, and a loss on disposal of $0.6 million, partially offset by the elimination of an earnout from a prior immaterial acquisition in our Americas segment of $1.5 million. Net income also included a net tax charge of $9.7 million related to recently issued final tax regulations which reduced the realizability of foreign tax credits, partially offset by benefits from changes in the Global Intangible Low Taxed Income Tax rules under the High Tax exception. The net after-tax cost of these items was $17.7 million.\n(2)For the year ended December 31, 2019, net income included the following pre-tax costs: restructuring charges of $4.3 million, Corporate professional fees of $3.1 million, acquisition-related costs of $0.9 million, and footprint optimization costs of $0.8 million. The net after-tax cost of these items was $7.6 million.\n(3)For the year ended December 31, 2018, net income included pre-tax restructuring charges of $3.4 million, or $2.5 million net after-tax cost. Net income also included a tax benefit of $3.7 million related to the finalization of the impact of the 2017 Tax Act.\n(4)For the year ended December 31, 2017, net income included the following pre-tax costs: long-lived asset impairment charges of $1.0 million, deployment costs related to the Americas and Europe transformation programs of $2.9 million, restructuring charges of $6.8 million, and acquisition costs of $0.2 million. The net after-tax cost of these items was $7.3 million. Net income also included a tax charge of $25.1 million related to the provisional impact of the 2017 Tax Act.\n(5)For the year ended December 31, 2016, net income included the following net pre-tax costs: long-lived asset impairment charges of $0.5 million, acquisition costs of $2.0 million, purchase accounting adjustments of $2.0 million, restructuring charges of $4.7 million, deployment costs related to the Americas, APMEA, and Europe transformation programs of $14.2 million, and debt issuance costs of $0.3 million. Net income also included a pre-tax gain of $8.7 million related to the disposition of a subsidiary in China. The net after-tax cost of these items was $6.2 million.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax benefit, tax credit. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02837", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nAs a \u201csmaller reporting company\u201d, we are not required to provide the information required by this Item.\nITEM 1B.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1622408_2020.htm (CIK: 1622408, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02838", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Conditions and Results of Operations\nThe following discussion and analysis of our results of operations and financial condition for fiscal years ended October 31, 2020 and 2019, should be read in conjunction with our financial statements and the related notes and the other financial information that are included elsewhere in this Annual Report. This discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations, and intentions. Forward-looking statements are statements not based on historical information and which relate to future operations, strategies, financial results, or other developments. Forward-looking statements are based upon estimates, forecasts, and assumptions that are inherently subject to significant business, economic, and competitive uncertainties and contingencies, many of which are beyond our control and many of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward-looking statements. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under the Risk Factors, Special Note Regarding Forward-Looking Statements, and Business sections in this Annual Report. We use words such as \u201canticipate,\u201d \u201cestimate,\u201d \u201cplan,\u201d \u201cproject,\u201d \u201ccontinuing,\u201d \u201congoing,\u201d \u201cexpect,\u201d \u201cbelieve,\u201d \u201cintend,\u201d \u201cmay,\u201d \u201cwill,\u201d \u201cshould,\u201d \u201ccould,\u201d and similar expressions to identify forward-looking statements.\nResults of Operations\nThe following summary of our results of operations should be read in conjunction with our consolidated financial statements for the year ended October 31, 2020, which are included herein.\nOur operating results for the years ended October 31, 2020 and 2019 and the changes between those periods for the respective items are summarized as follows:\nDuring the years ended October 31, 2020 and 2019, no operating revenues were recorded.\nWe had a net loss of $36,480 for the year ended October 31, 2020, and $126,097 for the year ended October 31, 2019. The decrease in net loss of $89,617 was primarily due to a decrease in operating expenses of $90,096 and offset by an increase in interest expenses of $479.\nOperating expenses for the years ended October 31, 2020 and 2019 were $36,001 and $126,097, respectively.\nDuring the year ended October 31,2020, the operating expenses, were primarily attributed to professional fees of $35,101, for maintaining reporting status with the Securities and Exchange Commission (\u201cSEC\u201d) and general administrative expenses of $900.\nDuring the year ended October 31, 2019, the operation expenses were primarily attributed to common stock-based compensation (former officer) of $100,000 and professional fees and general administrative expenses of $26,097.\nInterest expenses for the years ended October 31, 2020 and 2019, were $479 and $0, respectively, represent interest expense to convertible note (former related party) on funds advanced to the Company.\nBalance Sheet Data:\nAs of October 31, 2020, our current assets were $0, and our current liabilities were $19,472 which resulted in working capital deficiency of $19,472. As of October 31, 2020, and 2019, current assets were comprised of $0 in cash.\nAs of October 31, 2020, current liabilities were comprised of $10,913 in accounts payableand accrued liabilities and $8,559 in due to related party, compared to $11,141 in accounts payable and accrued liabilities and $9,956 convertible note payable as of October 31, 2019.\nAs of October 31, 2020, our working capital deficiency reduced by $1,623 from $21,097 on October 31, 2019, to $19,742 on October 31, 2020, primarily due to a decrease in current liabilities of $1,62", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1593204_2020.htm (CIK: 1593204, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02839", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nWe are exposed to financial market risks, including changes in interest rates, foreign currency exchange rates and marketable equity security prices. To mitigate these risks, we utilize derivative financial instruments, such as foreign currency hedges. All of the potential changes noted below are based on sensitivity analysis performed on our financial position as of June 30, 2020. Actual results may differ materially.\nAs of June 30, 2020, we had an investment portfolio of fixed income securities of $717.5 million These securities, as with all fixed income instruments, are subject to interest rate risk and will decline in value if market interest rates increase. If market interest rates were to increase immediately and uniformly by 100 bps from levels as of June 30, 2020, the fair value of the portfolio would have declined by $4.7 million.\nIn February 2020, March 2019 and November 2014, we issued $750.0 million, $1.20 billion and $2.50 billion, respectively, (each, a \u201c2020 Senior Notes\u201d, \u201c2019 Senior Notes\u201d, a \u201c2014 Senior Notes\u201d, and collectively the \u201cSenior Notes\u201d) aggregate principal amount of fixed rate senior, unsecured long-term notes. The fair market value of long-term fixed interest rate notes is subject to interest rate risk. Generally, the fair market value of fixed interest rate notes will increase as interest rates fall and decrease as interest rates rise. As of June 30, 2020, the fair value and the book value of our Senior Notes were $4.01 billion and $3.45 billion, respectively, due in various fiscal years ranging from 2024 to 2050. The interest expense for the 2014 Senior Notes was subject to interest rate adjustments following downgrade of our credit ratings below investment grade by the credit rating agencies. In February 2020, S&P upgraded its credit rating of the Company to \u201cBBB+\u201d and revised its outlook to stable, which permanently removed interest rate adjustments and the interest rate on the 2014 Senior Notes became fixed. Unlike the 2014 Senior Notes, the interest rate for each series of the 2019 Senior Notes are not subject to such adjustments.\nIn November 2017, we entered into a Credit Agreement (the \u201cCredit Agreement\u201d) for a $750.0 million five-year unsecured Revolving Credit Facility (the \u201cRevolving Credit Facility\u201d), which replaced our prior Credit Agreement. Subject to the terms of the Credit Agreement, the Revolving Credit Facility may be increased in an amount up to $250.0 million in the aggregate. In November 2018, we entered into an Incremental Facility, Extension and Amendment Agreement (the \u201cAmendment\u201d), which amends the Credit Agreement to (a) extend the Maturity Date (the \u201cMaturity Date\u201d) from November 30, 2022 to November 30, 2023, (b) increase the total commitment by $250.0 million and (c) effect certain other amendments to the Credit Agreement as set forth in the Amendment. After giving effect to the Amendment, the total commitments under the Credit Agreement are $1.00 billion. As of June 30, 2020, we had outstanding $50.0 million aggregate principal amount of borrowings under the Revolving Credit Facility. As of June 30, 2020, we elected to pay interest on the borrowed amount under the Revolving Credit Facility at the London Interbank Offered Rate (\u201cLIBOR\u201d) plus a spread. The spread ranges from 100 bps to 175 bps based on the adjusted credit rating. The fair value of the borrowings under the Revolving Credit Facility is subject to interest rate risk only to the extent of the fixed spread portion of the interest rates which does not fluctuate with changes in interest rates. We are also obligated to pay an annual commitment fee of 12.5 bps on the daily undrawn balance of the Revolving Credit Facility which is subject to an adjustment in conjunction with our credit rating downgrades or upgrades. The annual commitment fee ranges from 10 bps to 25 bps on the daily undrawn balance of the Revolving Credit Facility, depending up", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 319201_2020.htm (CIK: 319201, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02840", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nReferences to the \u201cCompany,\u201d \u201cour,\u201d \u201cus\u201d or \u201cwe\u201d refer to Authentic Equity Acquisition Corp. The following discussion and analysis of the Company\u2019s financial condition and results of operations should be read in conjunction with Item 1. Business, Item 1A. Risk Factors, and Item 15. Financial Statements and the accompanying notes and other data, all of which appear in this Annual Report on Form 10-K. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.\nCautionary Note Regarding Forward-Looking Statements\nThis Annual Report on Form 10-K includes forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as \u201cmay,\u201d \u201cshould,\u201d \u201ccould,\u201d \u201cwould,\u201d \u201cexpect,\u201d \u201cplan,\u201d \u201canticipate,\u201d \u201cbelieve,\u201d \u201cestimate,\u201d \u201ccontinue,\u201d or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other U.S. Securities and Exchange Commission (\u201cSEC\u201d) filings.\nOverview\nWe are a blank check company incorporated as a Cayman Islands company on September 29, 2020. We were formed for the purpose entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more target businesses (the \u201cBusiness Combination\u201d).\nOur sponsor is Authentic Equity Sponsor LLC, a Delaware limited liability company (the \u201cSponsor\u201d). The registration statement for the initial public offering (the \u201cInitial Public Offering\u201d) was declared effective on January 14, 2021. On January 20, 2021, we consummated an Initial Public Offering of 23,000,000 units (the \u201cUnits\u201d and, with respect to the Class A ordinary shares included in the Units being offered, the \u201cPublic Shares\u201d), including 3,000,000 additional Units to cover over-allotments (the \u201cOver-Allotment Units\u201d), at $10.00 per Unit, generating gross proceeds of $230.0 million, and incurring offering costs of approximately $13.3 million, of which approximately $8.1 million was for deferred underwriting commissions.\nSimultaneously with the closing of the Initial Public Offering, we consummated the private placement (\u201cPrivate Placement\u201d) of 6,600,000 warrants (each, a \u201cPrivate Placement Warrant\u201d and collectively, the \u201cPrivate Placement Warrants\u201d) for an aggregate purchase price of approximately $5.8 million, in a private placement to the Sponsor and the sale of a certain rights to General Electric Pension Trust (\u201cGEPT\u201d) for gross proceeds of $824,500 which will allow GEPT to purchase up to $50.0 million of Forward Purchase Units (as defined in Note 5 to the accompanying financial statements included in Item 15 to this Form Annual Report on Form 10-K) immediately prior to the closing of an initial Business Combination.\nUpon the closing of the Initial Public Offering and the Private Placement, $230.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (\u201cTrust Account\u201d) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and will be invested only in United States \u201cgovernment securities\u201d within the meaning of Section 2", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1827392_2020.htm (CIK: 1827392, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02841", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11 EXECUTIVE COMPENSATION\nInformation required by this item will be contained in our Definitive Proxy Statement for our 2021 Annual Meeting of Shareholders to be filed pursuant to Regulation 14A with the Securities and Exchange Commission within 120 days of December 31, 2020. Such information is incorporated herein by reference.\nITEM 12", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1053352_2020.htm (CIK: 1053352, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02842", "source": "edgar", "source_license": "public_domain", "text": "Item 7A - Quantitative and Qualitative Disclosure About Market Risk\n($ in Millions)\nMarket risk represents the potential for loss due to adverse changes in the fair value of financial instruments as a result of changes in interest rates, equity prices, foreign exchange rates and commodity prices. Old Republic's primary market risks consist of interest rate risk associated with investments in fixed maturities and equity price risk associated with investments in equity securities. The Company has no material foreign exchange or commodity risk.\nThe Company does not own or utilize derivative financial instruments for the purpose of hedging, enhancing the overall return of its investment portfolio, or reducing the cost of its debt obligations. With regard to its equity portfolio, the Company does not own any options nor does it engage in any type of option writing. Traditional investment management tools and techniques are employed to address the yield and valuation exposures of the invested assets base. The long-term fixed maturity investment portfolio is managed so as to limit various risks inherent in the bond market. Credit risk is addressed through asset diversification and the purchase of investment grade securities. Reinvestment rate risk is reduced by concentrating on non-callable issues, and by taking asset-liability matching considerations into account. Purchases of mortgage and asset backed securities, which have variable principal prepayment options, are generally avoided. Market value risk is limited through the purchase of bonds of intermediate maturity. The combination of these investment management practices is expected to produce a more stable long-term fixed maturity investment portfolio that is not subject to extreme interest rate sensitivity and principal deterioration.\nThe fair value of the Company's long-term fixed maturity investment portfolio is sensitive, however, to fluctuations in the level of interest rates, but not materially affected by changes in anticipated cash flows caused by any prepayments. The impact of interest rate movements on the long-term fixed maturity investment portfolio generally affects net unrealized gains or losses. As a general rule, rising interest rates enhance currently available yields but typically lead to a reduction in the fair value of existing fixed maturity investments. By contrast, a decline in such rates reduces currently available yields but usually serves to increase the fair value of the existing fixed maturity investment portfolio. All such changes in fair value of available for sale securities are reflected, net of deferred income taxes, directly in the shareholders' equity account, and as a separate component of the statement of comprehensive income. Given the Company's inability to forecast or control the movement of interest rates, Old Republic sets the maturity spectrum of its fixed maturity securities portfolio within parameters of estimated liability payouts, and focuses the overall portfolio on high quality investments. By so doing, Old Republic believes it is reasonably assured of its ability to hold securities to maturity as it may deem necessary in changing environments, and of ultimately recovering their aggregate cost.\nThe following table illustrates the hypothetical effect on the fixed maturity and equity investment portfolios resulting from movements in interest rates and fluctuations in the equity securities markets, using the S&P 500 index as a proxy, at December 31, 2020:\nItem 8", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 74260_2020.htm (CIK: 74260, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02843", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nThe information required by this item is incorporated by reference to the definitive Proxy Statement for our 2020 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after January 31, 2020.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1261333_2020.htm (CIK: 1261333, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02844", "source": "edgar", "source_license": "public_domain", "text": "Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nIndex to Consolidated Financial Statements:\nFinancial Statements:\nReport of Independent Registered Public Accounting Firm\nConsolidated Statements of Operations for the years ended December 31, 2020, 2019 and 2018\nConsolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2020, 2019 and 2018\nConsolidated Balance Sheets for the years ended December 31, 2020 and 2019\nConsolidated Statements of Cash Flows for the years ended December 31, 2020, 2019 and 2018\nConsolidated Statements of Equity for the years ended December 31, 2020, 2019 and 2018\nNotes to Consolidated Financial Statements\nReport of Independent Registered Public Accounting Firm\nTo the Board of Directors and Stockholders of The Manitowoc Company, Inc.\nOpinions on the Financial Statements and Internal Control over Financial Reporting\nWe have audited the accompanying consolidated balance sheets of The Manitowoc Company, Inc. and its subsidiaries (the \u201cCompany\u201d) as of December 31, 2020 and 2019, and the related consolidated statements of operations, comprehensive income (loss), equity and cash flows for each of the three years in the period ended December 31, 2020, including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended December 31, 2020 appearing under Item 15(c) (collectively referred to as the \u201cconsolidated financial statements\u201d). We also have audited the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).\nIn our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.\nBasis for Opinions\nThe Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management\u2019s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company\u2019s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.\nOur audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the cons", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 61986_2020.htm (CIK: 61986, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02845", "source": "edgar", "source_license": "public_domain", "text": "Item 7A.Quantitative and Qualitative Disclosures About Market Risk\nWe are exposed to changes in financial market conditions in the normal course of business due to use of certain financial instruments as well as transacting business in various foreign currencies. To mitigate the exposure to these market risks, we have established policies, procedures, and internal processes governing the management of financial market risks. We are exposed to changes in interest rates primarily as a result of borrowing activities.\nInterest Rate Risk\nOur policy is to manage interest expense using a mixture of fixed and variable rate debt. To manage this mixture of fixed and variable rate debt effectively and mitigate interest rate risk, we may use interest rate swap agreements. The nature and amount of borrowings may vary as a result of future business requirements, market conditions, and other factors.\nIn February 2019, we entered into a $700.0 million fixed-rate interest rate swap agreement that changed the LIBOR-based portion of the interest rate on a portion of our variable rate debt to a fixed rate of 2.4575%. The term of the interest rate swap is from the effective date of February 12, 2019, through the termination date of October 19, 2022, with a declining notional amount over the term of the interest rate swap. Refer to Note 21 in the Notes to Consolidated Financial Statements for further discussion about the interest rate swap.\nAt December 31, 2020, we had $47.7 million and $22.7 million of principal outstanding under the Senior Secured Term Loan and Incremental Term Loan, respectively, without regard to capitalized debt issuance costs. A one-percent increase in one-month LIBOR would result in a net increase in interest expense of $0.4 million on an annualized basis due to the fact that the\nSenior Secured Term Loan is subject to a LIBOR floor of 0.75% and one-month LIBOR was below the floor as of December 31, 2020.\nAt December 31, 2020, we had no principal outstanding under the Senior Secured Revolver.\nForeign Currency Risk\nTranslation of our operating cash flows denominated in foreign currencies is impacted by changes in foreign exchange rates. We participate in various third party and intercompany loans, payables, and receivables denominated in currencies other than the U.S. dollar. To help reduce exposure to foreign currency fluctuation, we have incurred debt in euros in the past. From time to time, we may use foreign currency derivatives to hedge currency exposures when these exposures meet certain discretionary levels. We did not hold a position in any foreign currency derivatives as of December 31, 2020.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 918541_2020.htm (CIK: 918541, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02846", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors.\nYou should consider carefully the following information about the risks described below, together with the other information contained in this Annual Report and in our other public filings, in evaluating our business. If any of the following risks actually occurs, our business, financial condition, results of operations, and future growth prospects would likely be materially and adversely affected. In these circumstances, the market price of our common stock would likely decline.\nRisks Related to Our Financial Condition\nWe have a very limited operating history and have never generated any revenues.\nWe are an early-stage biopharmaceutical company with a very limited operating history that may make it difficult to evaluate the success of our business to date and to assess our future viability. Our operations, with respect to the entity that operationally survived the Merger, have been limited to organizing and staffing the company, business planning, raising capital, developing our pipeline assets (TARA-002 and IV Choline Chloride), identifying product candidates, and other research and development. Although our employees have made regulatory submissions and conducted successful clinical trials in the past across many therapeutic areas while employed at other companies, we have not yet demonstrated an ability to successfully complete any clinical trials and have never completed the development of any product candidate, nor have we ever generated any revenue from product sales or otherwise. Consequently, we have no meaningful operations upon which to evaluate our business, and predictions about our future success or viability may not be as accurate as they could be if we had a longer operating history or a history of successfully developing and commercializing biopharmaceutical products.\nWe expect to incur significant losses for the foreseeable future and may never achieve or maintain profitability.\nInvestment in biopharmaceutical product development is highly speculative because it entails substantial upfront capital and significant risk that a product candidate will fail to gain regulatory approval or become commercially viable. We have never generated any revenues, and cannot estimate with precision the extent of our future losses. We expect to incur increasing levels of operating losses for the foreseeable future as we execute on the plan to continue research and development activities, including the ongoing and planned clinical development of our product candidates, potentially acquire new products and/or product candidates, seek regulatory approvals of and potentially commercialize any approved product candidates, hire additional personnel, protect our intellectual property, and incur the additional costs of operating as a public company. We expect to continue to incur significant and increasing operating losses and negative cash flows for the foreseeable future. These losses have had and will continue to have an adverse effect on our financial position and working capital.\nTo become and remain profitable, we must develop or acquire and eventually commercialize a product with significant market potential. This will require us to be successful in a range of challenging activities, including completing preclinical studies and clinical trials, obtaining marketing approval, manufacturing, marketing and selling any product candidate for which we obtain marketing approval, and satisfying post-marketing requirements, if any. We may never succeed in these activities and, even if we succeed in obtaining approval for and commercializing one or more products, we may never generate revenues that are significant enough to achieve profitability. In addition, as a young business, we may encounter unforeseen expenses, difficulties, complications, delays and other known and unknown challenges. Furthermore, because of the numerous risks and uncertainties associated with biopharmaceutical product development, we are una", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1359931_2020.htm (CIK: 1359931, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02847", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nINKY\nFINANCIAL STATEMENTS\nPage\nReport of Independent Registered Public Accounting Firm\nBalance Sheets as of November 30, 2020 and 2019\nStatements of Operations for the years ended November 30, 2020 and 2019\nStatement of Stockholders\u2019 Deficit as of November 30, 2020 and 2019\nStatements of Cash Flows for the years ended November 30, 2020 and 2019\nNotes to the Audited Financial Statements\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\n_______________________________________________________________________________________________________\nTo the Board of Directors and Stockholders\nINKY Inc.\nOpinion on the Financial Statements\nWe have audited the accompanying balance sheets of INKY Inc. (the Company) as of November 30, 2020 and 2019, and the related statements of operations, changes in stockholders' equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of November 30, 2020 and 2019, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.\nConsideration of the Company's Ability to Continue as a Going Concern\nThe accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has suffered losses and has minimal operations which raise substantial doubt about its ability to continue as a going concern. Management\u2019s plans in regard to these matters are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.\nBasis for Opinion\nThese financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company\u2019s internal control over financial reporting. Accordingly, we express no such opinion.\nOur audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.\n/s/ Pinnacle Accountancy Group of Utah\nWe have served as the Company\u2019s auditor since 2019.\nPinnacle Accountancy Group of Utah\n(a dba of Heaton & Company, PLLC)\nFarmington, Utah\nFebruary 1, 2021\nThe accompanying notes are an integral part of these audited financial statements.\nThe accompanying notes are an integral part of these audited financial statements.\nT", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1753373_2020.htm (CIK: 1753373, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02848", "source": "edgar", "source_license": "public_domain", "text": "Item 7.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nThis section of this Annual Report on Form 10-K generally discusses 2020 and 2019 items and year-to-year comparisons between 2020 and 2019. Discussions of 2018 items and year-to-year comparisons between 2019 and 2018 that are not included in this Form 10-K can be found in \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d in Part II, Item 7 of the Company\u2019s Annual Report on Form 10-K for the fiscal year ended December 31, 2019.\nOVERVIEW\nFor over 45 years, we have been meeting the needs of our policyholders and their families by providing insurance products that provide both living and death benefits. Citizens conducts operations through its insurance subsidiaries, who provide benefits to residents in 31 U.S. states and more than 75 different countries. We specialize in offering primarily ordinary whole life insurance, endowment products and final expense insurance in niche markets where we believe we can achieve competitive advantages.\nBeginning in 2017, we endeavored to transform Citizens, setting the course for a sustainable future. We took clear and decisive actions to improve internal controls, remediate weaknesses in our financial and operational structures and redefine our culture. We assessed the strength of our people, products and operations. Based on clearly defined values and priorities, we made the hard decisions to recruit new talent, exit unprofitable or undesirable markets, realign our distributors and improve the profitability of our product offerings.\nAs an insurance provider, we collect premiums on an ongoing basis from our policyholders and invest the majority of the premiums to pay future benefits, including claims and surrenders and policyholder dividends. Accordingly, the Company derives its revenues principally from: (1) life insurance premiums earned for insurance coverages provided to insureds in our two operating segments - Life Insurance and Home Services Insurance; and (2) net investment income. In addition to paying and reserving for insurance benefits that we pay to our policyholders, our expenses consist primarily of the costs of selling our insurance products (e.g., commissions, underwriting, marketing expenses), operating expenses and income taxes.\n2020 Highlights\n2020 was a challenging year. As the COVID-19 pandemic spread across the world and changed behavior and economic patterns, as described in Part I, Item 1. Business under \u201cStrategic Initiatives\u201d, we focused on pivoting our business to a more virtual model while executing on our growth initiatives that build on our expertise. We did this while navigating through significant internal and external disruptions, uncertainties and challenges including a change in control, the resignation of our former chief executive officer and appointment of an interim chief executive officer, litigation in Colorado brought by the Foundation, as our former controlling shareholder, against the Company and our Board of Directors following the change in control, and the global pandemic. These topics are discussed in more detail under Part I. Item 1. Business and Part I, Item 3. Legal Proceedings of this Annual Report on Form 10-K.\nDuring 2020, we reported a net loss of $11.0 million, compared to a net loss of $1.4 million in 2019. The increase in net loss in 2020 was primarily driven by $10.0 million of general expenses related to executive severance costs and professional fees incurred in connection with the change in control of the Company. Expenses related to the change in control in 2020 include (i) a severance payment of $8.8 million to a Rabbi Trust for the benefit of our former Chief Executive Officer, Geoffrey Kolander, following his resignation pursuant to the terms of his employment agreement and the Chief Executive Officer Separation of Service and Consulting Agreement dated July 29, 2020 (the \u201cSeparation and Consulting A", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 24090_2020.htm (CIK: 24090, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02849", "source": "edgar", "source_license": "public_domain", "text": "Item 1A.\nRisk Factors\nWe operate in a rapidly changing economic and technological environment that presents numerous risks, many of which are driven by factors that we cannot control or predict. Our business, financial condition and results of operations may be impacted by a number of factors. In addition to the factors discussed elsewhere in this report, the following risks and uncertainties could materially harm our business, financial condition or results of operations, including causing our actual results to differ materially from those projected in any forward-looking statements. The following list of significant risk factors is not all-inclusive or necessarily in order of importance. Additional risks and uncertainties not presently known to us, or that we currently deem immaterial, also may materially adversely affect us in future periods. You should carefully consider these risks and uncertainties before investing in our securities.\nRisks Related to our Business, Operations and Strategy\nThe COVID-19 pandemic has adversely impacted, and continues to pose risks to, our business, results of operations and financial condition, the nature and extent of which are highly uncertain and unpredictable.\nOur global operations expose us to risks associated with public health crises and outbreaks of epidemic, pandemic, or contagious diseases, such as COVID-19. The global spread of COVID-19 has had, and we expect it to continue to have, an adverse impact on demand for our products, our sales, our operations, our supply chains and distribution systems, and our expenses, including as a result of preventive and precautionary measures that we, other businesses, and governments have taken and may continue to take. Due to these impacts and measures, we have experienced and expect to continue to experience significant and unpredictable reductions in the demand for our products as healthcare customers divert medical resources and priorities towards the treatment of COVID-19. During 2020, we experienced a significant decline in procedure volumes globally as healthcare systems diverted resources to meet the increasing demands of managing COVID-19, and that decline has continued. Additionally, public health bodies around the globe have at times recommended delaying elective surgeries during the COVID-19 pandemic, and patients, surgeons and medical societies are evaluating the risks of elective surgeries in the presence of infectious diseases, which we expect will continue to negatively impact demand for our products and the number of procedures performed.\nAs a result of the COVID-19 outbreak, we have experienced significant business disruptions, including restrictions on our ability to travel and to distribute our products, temporary closures of, or limited operations at, certain of our facilities and the facilities of our suppliers and contract manufacturers, as well as reduction in access to our customers due to diverted resources and priorities and the business hours of hospitals as governments institute prolonged shelter-in-place and/or self-quarantine mandates. The unprecedented measures to slow the spread of the virus taken by local governments and healthcare authorities globally, including the deferral of elective surgical procedures and social distancing measures, have had, and we expect them to continue to have, a significant adverse effect on our financial position, results of operations and cash flows. These disruptions have resulted in the following among other unfavorable outcomes:\n\u2022\nlower revenues, profits and cash flows compared to historic trends, including a net loss recognized in 2020 and negative operating cash flows in the second quarter of 2020;\n\u2022\nbad debt charges as a result of being unable to collect on our accounts receivable;\n\u2022\nadditional charges from operating our manufacturing facilities at less than normal capacity;\n\u2022\ngoodwill impairment charges; and\n\u2022\ndelays in certain strategic projects and investments, including ou", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1136869_2020.htm (CIK: 1136869, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02850", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.\nThe following information should be read in conjunction with the Company\u2019s Financial Statements and the Notes thereto included in this report.\nCRITICAL ACCOUNTING POLICIES AND ESTIMATES\nOur financial statements are prepared in accordance with accounting principles generally accepted in the United States (\u201cGAAP\u201d) In connection with the preparation of the financial statements, we are required to make assumptions and estimates about future events that affect the reported amounts of assets, liabilities, revenue, expenses and the related disclosures. We base our assumption and estimate on historical experience and other factors that management believes are relevant at the time our financial statements are prepared. On a periodic basis, management reviews the accounting policies, assumptions and estimates to ensure that our financial statements are presented fairly and in accordance with GAAP. However, because future events and their effects cannot be determined with certainty, actual results could differ from the estimates and assumptions, and such differences could be material.\nOur significant accounting policies are discussed in Note 2, Summary of Significant Accounting Policies in the Notes to the Financial Statements. The following accounting policies are most critical in fully understanding and evaluating our reported financial results.\nUse of Estimates\nThe preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amount of revenues and expenses during the reporting period. Significant estimates and assumptions made by management include, but are not limited to, the determination of the provision for income taxes and the fair value of stock-based compensation. The Company bases the estimates on historical experience and on various other assumptions that are believed to be reasonable. Actual results could differ from those estimates.\nFair value of financial instruments\nFair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. An entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. There are three levels of inputs that may be used to measure fair value:\nLevel 1 - Quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities.\nLevel 2 - Quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.\nLevel 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.\nInputs are used in applying the various valuation techniques and broadly refer to the assumptions that market participants use to make valuation decisions, including assumptions about risk. An investment\u2019s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. However, the determination of w", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 930245_2020.htm (CIK: 930245, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02851", "source": "edgar", "source_license": "public_domain", "text": "Item 7A.Quantitative and Qualitative Disclosures about Market Risk\nIntroduction\nThe Fund is a speculative commodity pool. The market-sensitive instruments held by it are acquired for speculative trading purposes, and all or a substantial amount of the Fund's assets are subject to the risk of trading loss. Unlike an operating company, the risk of market sensitive instruments is integral, not incidental, to the Fund's main line of business.\nMarket movements result in frequent changes in the fair value of the Fund's open positions and, consequently, in its earnings and cash flow. The Fund's market risk is influenced by a wide variety of factors, including the level and volatility of exchange rates, interest rates, equity price levels, the market value of financial instruments and contracts, the diversification effects among the Fund's open positions and the liquidity of the markets in which it trades.\nThe Fund acquires and liquidates both long and short positions in a wide range of different markets. Consequently, it is not possible to predict how a particular future market scenario will affect performance, and the Fund's past performance cannot be relied on as indicative of its future results.\nStandard of Materiality\nMateriality as used in this section, \"Quantitative and Qualitative Disclosures about Market Risk,\" is based on an assessment of reasonably possible market movements and the potential losses caused by such movements, taking into account the leverage, and multiplier features of the Fund's market sensitive instruments.\nQuantifying the Fund\u2019s Trading Value at Risk\nThe following quantitative disclosures regarding the Fund's market risk exposures contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. All quantitative disclosures in this section are deemed to be forward-looking statements for purposes of the safe harbor, except for statements of historical fact.\nValue at Risk is a measure of the maximum amount which the Fund could reasonably be expected to lose in a given market sector. However, the inherent uncertainty of the Fund's speculative trading and the recurrence in the markets traded by the Fund to market movements far exceeding expectations could result in actual trading or non-trading losses far beyond the indicated Value at Risk or the Fund's experience to date (i.e., \"risk of ruin\"). Risk of ruin is defined to be no more than a 5% chance of losing 20% or more on a monthly basis. In light of the foregoing as well as the risks and uncertainties intrinsic to all future projections, the inclusion of the quantification included in this section should not be considered to constitute any assurance or representation that the Fund's losses in any market sector will be limited to Value at Risk or by the Fund's attempts to manage its market risk.\nThe Fund's risk exposure in the various market sectors traded by the Fund\u2019s Trading Advisors is quantified below in terms of Value at Risk. Due to mark-to-market accounting, any loss in the fair value of the Fund's open positions is directly reflected in the Fund's earnings.\nExchange margin requirements have been used by the Fund as the measure of its Value at Risk. Margin requirements are set by exchanges to equal or exceed the maximum losses reasonably expected to be incurred in the fair value of any given contract in 95% - 99% of any one-day interval. The margin levels are established by dealers and exchanges using historical price studies as well as an assessment of current market volatility and economic fundamentals to provide a probabilistic estimate of the maximum expected near-term one-day price fluctuation.\nIn the case of market sensitive instruments that are not exchange-traded (includes currencies, certain energy products and metals), the margin requirements required by the forward counterparty is used as Value at Risk.\nIn quantifying the Fund's Value at Risk, 100% positive corr", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 861441_2020.htm (CIK: 861441, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02852", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS\nThe audited financial statements are included beginning immediately following the signature page to this report. See Item 15 for a list of the financial statements included herein.\nITEM 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1414953_2020.htm (CIK: 1414953, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02853", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nExecutive Summary\nBK Technologies Corporation is a holding company, with a wholly-owned operating subsidiary, BK Technologies, Inc. We design, manufacture and market American made two-way land mobile radios, repeaters, base stations and related components and subsystems. All operating activities are undertaken by BK Technologies, Inc.\nOur overall financial and operating results for 2020 improved markedly from the preceding year. Sales for 2020 grew over 10% compared with 2019, while gross profit margins as a percentage of sales increased by 2 percentage points year-over-year. Selling, general and administrative and administrative expenses for 2020 declined approximately $3.0 million, or 15.0%. The combined impact of sales growth, gross profit margin improvement, and reduced operating expenses yielded an increase of over $5.4 million in operating income from the prior year. Additionally, our balance sheet strengthened during the year with a $4 million (30%) reduction in inventory, which was a significant contributor to positive cash flow for the year of approximately $2.2 million. Meanwhile, we launched the first portable radio, the BKR 5000, in a new line of land mobile radio products, with additional models planned for 2021.\nTotal sales in 2020 grew 10.1% to approximately $44.1 million, compared with approximately $40.1 million for the prior year. The increase was primarily attributed to federal and state public safety agencies, some of which were new customers. We also realized sales from our new BKR 5000 portable radio, which was introduced during the third quarter of 2020.\nGross profit margin as a percentage of sales in 2020 increased to approximately 41.0%, compared with 39.0% for the previous year. The improvement was attributed primarily to the improved mix of product sales and reduced manufacturing costs.\nSelling, general and administrative (\u201cSG&A\u201d) expenses for 2020 declined approximately $3.0 million (15.0%) to approximately $17.0 million, or 38.6% of sales, compared with $20.0 million, or 50.0% of sales, for 2019. The decrease in SG&A expenses was the result of broad-based cost reduction actions, including a reduction in our workforce.\nFor 2020, we recognized operating income of approximately $1.0 million , which was an improvement of $5.4 million from last year\u2019s operating loss of $4.4 million.\nWe recognized other expenses totaling approximately $797,000 in 2020, primarily attributed to an unrealized loss from our investment in FGF, made through FGI 1347 Holdings, LP, a consolidated variable interest entity. This compares with other income of $762,000 last year, which was primarily related to an unrealized gain from the investment in FGF.\nFor 2020, we recognized pretax income of approximately $251,000, a significant improvement from last year\u2019s pretax loss of approximately $3.6 million.\nWe recognized a tax expense of approximately $3,000 for 2020, compared with a benefit of approximately $987,000 for the prior year. The income tax benefit last year was largely non-cash as a result of deferred items.\nNet income for 2020 of approximately $248,000 ($0.02 per basic and diluted share), improved $2.9 million from last year\u2019s net loss of approximately $2.6 million ($0.21 per basic and diluted share).\nAs of December 31, 2020, working capital totaled approximately $15.1 million, of which $13.3 million was comprised of cash, cash equivalents and trade receivables. This compares with working capital totaling approximately $14.5 million at 2019 year-end, which included $8.6 million of cash, cash equivalents and trade receivables. During 2020, we fulfilled the limit of our stock repurchase program, repurchasing 117,942 shares of our common stock, utilizing cash of approximately $269,000.\nImpact of COVID-19 Pandemic\nIn December 2019, a novel strain of the coronavirus (COVID-19) surfaced, which spread globally and was declared a pandemic", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax expense, tax benefit, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02854", "source": "edgar", "source_license": "public_domain", "text": "Item 7A.\nQuantitative and Qualitative Disclosures about Market Risk\nWe are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1836190_2020.htm (CIK: 1836190, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02855", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7.MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nITEM 7A.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1765880_2020.htm (CIK: 1765880, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02856", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nThe following tables set forth certain information about compensation paid, earned or accrued for services by our Executive Officer for the fiscal years ended December 31, 2020 and December 31, 2019:\nSummary Compensation Table\nThere are no current employment agreements between the Company and its officers.\nMr. Lai currently devotes approximately 75% per week of his time to manage the affairs of the Company. He has agreed to work for a monthly remuneration of approximately $750 until such time as the Company receives significant revenues necessary to provide management salaries. Ms. Yang currently devotes approximately 75% per week of her time to manage the affairs of the Company. She has agreed to work with no remuneration until such time as the Company receives significant revenues necessary to provide management salaries. At this time, we cannot accurately estimate when significant revenues will occur to implement this compensation, or what the amount of the compensation will be.\nNarrative Disclosure to Summary Compensation Table\nThere are no annuity, pension or retirement benefits proposed to be paid to the officer or director or employees in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by the Company or any of its subsidiaries, if any.\nStock Option Plan\nCurrently, we do not have an equity incentive plan in place.\nGrants of Plan-Based Awards\nTo date, there have been no grants or plan-based awards.\nOutstanding Equity Awards\nTo date, there have been no outstanding equity awards.\nOption Exercises and Stock Vested\nTo date, there have been no options exercised by our named officers.\nPension, Retirement or Similar Benefit Plans\nThere are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We have no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the board of directors or a committee thereof.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1756640_2020.htm (CIK: 1756640, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02857", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk.\nTo date, our efforts have been limited to organizational activities and activities relating to the Public Offering and the identification, evaluation and undertaking of a Business Combination. We have neither engaged in any operations nor generated any revenues. At December 31, 2020, the net proceeds from our Public Offering and the sale of the Private Placement Warrants held in the Trust Account were comprised entirely of money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest solely in United States Treasuries. Due to the short-term nature of the money market fund\u2019s investments, we do not believe that there will be an associated material exposure to interest rate risk.\nAt December 31, 2020, Public Offering proceeds and interest earned of $450,005,937 was held in the Trust Account for the purposes of consummating a Business Combination. If we complete a Business Combination within 24 months from the Close Date, funds in the Trust Account will be used to pay for the Business Combination, redemptions of Class A ordinary shares, if any, deferred underwriting compensation of $15,750,000 and accrued expenses related to the Business Combination. Any funds remaining will be made available to us to provide working capital to finance our operations.\nWe have not engaged in any hedging activities since our Inception. We do not expect to engage in any hedging activities with respect to the market risk to which we are exposed.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1819404_2020.htm (CIK: 1819404, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02858", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.\nAs of December 31, 2020, we were not subject to any market or interest rate risk. Following the consummation of our Initial Public Offering, the net proceeds of our Initial Public Offering, including amounts in the Trust Account, have been invested in U.S. government treasury obligations with a maturity of 185 days or less or in certain money market funds that invest solely in U.S. treasuries. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.\nITEM 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1807846_2020.htm (CIK: 1807846, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02859", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.\nSee accompanying index to financial statements.\nAEI INCOME & GROWTH FUND 25 LLC\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nTo the Members:\nAEI Income & Growth Fund 25 LLC\nSt. Paul, Minnesota\nOpinion on the Financial Statements\nWe have audited the accompanying balance sheets of AEI Income & Growth Fund 25 LLC (a Delaware limited liability company) as of December 31, 2020 and 2019, and the related statements of operations, changes in members' equity, and cash flows for each of the years in the two-year period ended December 31, 2020, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.\nBasis for Opinion\nThese financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company\u2019s internal control over financial reporting. Accordingly, we express no such opinion.\nOur audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\nCritical Audit Matters\nCritical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.\nImpairment of Real Estate Investments\nDescription of the Matter\nAs described in Note 2 to the financial statements, the Company tests investments in real estate for recoverability when events or changes in circumstances indicate that the carrying value may not be recoverable. Management determines whether impairment has occurred by comparing the property\u2019s probability-weighted future undiscounted cash flows to its carrying value. The Company\u2019s undiscounted futu", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1185198_2020.htm (CIK: 1185198, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02860", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nSummary Compensation Table\nThe table below summarizes all compensation awarded to, earned by, or paid to both to our officers and to our directors for all services rendered in all capacities to us for our fiscal year ended December 31, 2020 and 2019.\nSUMMARY COMPENSATION TABLE\n________________\n(1)\nMr. Siokas became the Company\u2019s Chief Executive Officer and Director of the Company in 2016.\n(2)\nMr. Terzis became the Company\u2019s Chief Financial Officer on November 11, 2020.\nNarrative Disclosure to the Summary Compensation Table\nThere are no arrangements or plans in which we provide pension, retirement or similar benefits for executive officers.\nOutstanding Equity Awards at Fiscal Year-End\nThe table below summarizes all unexercised options, stock that has not vested, and equity incentive plan awards for each named executive officer as of December 31, 2020.\nOUTSTANDING EQUITY AWARDS AT YEAR END\nDirector Compensation\nDuring the fiscal year ended December 31, 2020, no compensation was awarded to, earned by, or paid to our current director for services rendered in any capacities to us.\nIn the future we may grant options to our directors to purchase shares of common stock as determined by our Board of Directors or a compensation committee that may be established.\nStock Option Plans\nWe did not have a stock option plan as of December 31, 2020.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1474167_2020.htm (CIK: 1474167, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02861", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8.\nFINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nTo the Stockholders and Board of Directors of Paramount Group, Inc.\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheets of Paramount Group, Inc. and subsidiaries (the \u201cCompany\u201d) as of December 31, 2020 and 2019, the related consolidated statements of income, comprehensive income, changes in equity, and cash flows, for each of the three years in the period ended December 31, 2020, and the related notes and the schedules listed in the Index at Item 15 (collectively referred to as the \u201cfinancial statements\u201d). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.\nWe have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company\u2019s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 10, 2021, expressed an unqualified opinion on the Company\u2019s internal control over financial reporting.\nBasis for Opinion\nThese financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\nCritical Audit Matter\nThe critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.\nReal Estate Asset Impairment-Holding Period-Refer to Note 2 to the financial statements\nCritical Audit Matter Description\nThe Company\u2019s real estate properties are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of a real estate asset may not be recoverable. Impairment analyses are based on the Company\u2019s current plans, intended holding periods and available market information at", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1605607_2020.htm (CIK: 1605607, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02862", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nAsset and Liability Management and Market Risk\nA principal operating objective of the Company is to produce stable earnings by achieving a favorable interest rate spread that can be sustained during fluctuations in prevailing interest rates. The Company has sought to reduce its exposure to adverse changes in interest rates by attempting to achieve a closer match between the periods in which its interest-bearing liabilities and interest-earning assets can be expected to reprice through the origination of adjustable-rate mortgages and loans with shorter terms to maturity and the purchase of other shorter term interest-earning assets.\nOur Risk When Interest Rates Change\nThe rates of interest we earn on assets and pay on liabilities generally are established contractually for a period of time. Market interest rates change over time. Accordingly, our results of operations, like those of other financial institutions, are impacted by changes in interest rates and the interest rate sensitivity of our assets and liabilities. The risk associated with changes in interest rates and our ability to adapt to these changes is known as interest rate risk and is our most significant market risk.\nHow We Measure the Risk to Us Associated with Interest Rate Changes\nIn an attempt to manage our exposure to changes in interest rates and comply with applicable regulations, we monitor Great Southern\u2019s interest rate risk. In monitoring interest rate risk, we regularly analyze and manage assets and liabilities based on their\npayment streams and interest rates, the timing of their maturities and their sensitivity to actual or potential changes in market interest rates.\nThe ability to maximize net interest income is largely dependent upon the achievement of a positive interest rate spread that can be sustained despite fluctuations in prevailing interest rates. Interest rate sensitivity is a measure of the difference between amounts of interest-earning assets and interest-bearing liabilities which either reprice or mature within a given period of time. The difference, or the interest rate repricing \"gap,\" provides an indication of the extent to which an institution's interest rate spread will be affected by changes in interest rates. A gap is considered positive when the amount of interest-rate sensitive assets exceeds the amount of interest-rate sensitive liabilities repricing during the same period, and is considered negative when the amount of interest-rate sensitive liabilities exceeds the amount of interest-rate sensitive assets during the same period. Generally, during a period of rising interest rates, a negative gap within shorter repricing periods would adversely affect net interest income, while a positive gap within shorter repricing periods would result in an increase in net interest income. During a period of falling interest rates, the opposite would be true. As of December 31, 2020, Great Southern's interest rate risk models indicate that, generally, rising interest rates are expected to have a positive impact on the Company's net interest income, while declining interest rates are expected to have a negative impact on net interest income. We model various interest rate scenarios for rising and falling rates, including both parallel and non-parallel shifts in rates. The results of our modeling indicate that net interest income is not likely to be significantly affected either positively or negatively in the first twelve months following a rate change, regardless of any changes in interest rates, because our portfolios are relatively well matched in a twelve-month horizon. In a situation where market interest rates decrease significantly in a short period of time, as they did in March 2020, our net interest margin decrease may be more pronounced in the very near term (first one to three months), due to fairly rapid decreases in LIBOR interest rates. In the subsequent months we ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 854560_2020.htm (CIK: 854560, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02863", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nReport of Independent Registered Public Accounting Firm\nTo the Board of Directors and Shareholders of Tronox Holdings plc\nOpinions on the Financial Statements and Internal Control over Financial Reporting\nWe have audited the accompanying consolidated balance sheets of Tronox Holdings plc and its subsidiaries (the \u201cCompany\u201d) as of December 31, 2020 and 2019, and the related consolidated statements of operations, of comprehensive income (loss), of changes in shareholders' equity and of cash flows for each of the three years in the period ended December 31, 2020, including the related notes (collectively referred to as the \u201cconsolidated financial statements\u201d). We also have audited the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).\nIn our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.\nBasis for Opinions\nThe Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management\u2019s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company\u2019s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.\nOur audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.\nDefinition and Limitations ", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1530804_2020.htm (CIK: 1530804, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02864", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nThe Company qualifies as a smaller reporting company as defined by \u00a7229.10(f)(1) and therefore is not required to provide the information required by this Item.\nITEM 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1437517_2020.htm (CIK: 1437517, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02865", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nSet forth below are risk factors relating to our business. These risks and uncertainties are not the only ones we face. There may be additional risks that we currently consider not to be material or of which we are not currently aware, and any of these risks could cause our actual results to differ materially from historical or anticipated results. You should carefully consider these risks along with the other information provided in this report, including our \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d and our accompanying consolidated financial statements, as well as the information under the heading \u201cCautionary Note Regarding Forward-Looking Statements\u201d before investing in any of our securities. We may amend, supplement or add to the risk factors described below from time to time in future reports filed with the SEC.\nRisks Relating to Our Industry, Business and Operations\nWe operate in a highly competitive environment, and we may not be able to compete successfully in our industry.\nThe insurance and reinsurance industry is highly competitive. We compete on an international and regional basis with major U.S. and non-U.S. insurers and reinsurers, many of which have greater financial, marketing and management resources than we do. See \u201cCompetition\u201d in Item 1 for details on our competitors in each of the major segments we operate in. There has been significant consolidation in the insurance and reinsurance sector in recent years and we may experience increased competition as a result of that consolidation, with consolidated entities having enhanced market power. These consolidated entities may use their enhanced market power and broader capital base to negotiate price reductions for products and services that compete with ours, and we may experience rate declines and possibly write less business. Any failure by us to effectively compete could adversely affect our financial condition and results of operations.\nThe insurance and reinsurance industry is highly cyclical, and we may at times experience periods characterized by excess underwriting capacity and unfavorable premium rates.\nHistorically, insurers and reinsurers have experienced significant fluctuations in operating results due to competition, frequency of occurrence or severity of catastrophic events, levels of capacity, general economic conditions, changes in equity, debt and other investment markets, changes in legislation, case law and prevailing concepts of liability and other factors. Demand for reinsurance is influenced significantly by the underwriting\nresults of primary insurers and prevailing general economic conditions. The supply of insurance and reinsurance is related to prevailing prices and levels of surplus capacity that, in turn, may fluctuate in response to changes in rates of return being realized in the insurance and reinsurance industry on both underwriting and investment sides. As a result, the insurance and reinsurance business historically has been a cyclical industry characterized by periods of intense price competition due to excessive underwriting capacity as well as periods when shortages of capacity permitted favorable premium levels and changes in terms and conditions. Until recently, the supply of insurance and reinsurance had increased over the past several years, and may again in the future, either as a result of capital provided by new entrants or by the commitment of additional capital by existing insurers or reinsurers. Continued increases in the supply of insurance and reinsurance may have consequences for us, including fewer contracts written, lower premium rates, increased expenses for customer acquisition and retention, and less favorable policy terms and conditions.\nClaims for natural and man-made catastrophic events could cause large losses and substantial volatility in our results of operations and could have a material adverse effect on our financial position and ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 947484_2020.htm (CIK: 947484, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02866", "source": "edgar", "source_license": "public_domain", "text": "Item 1A.Risk Factors\nIn addition to the other information included in this Annual Report on Form 10-K and in our other filings with the SEC, the following risk factors should be considered in evaluating our business and future prospects. These risk factors represent what we believe to be the known material risk factors with respect to us and our business. Our business, operating results, cash flows and financial condition are subject to these risks and uncertainties, any of which could cause actual results to vary materially from recent results or from anticipated future results.\nThese risks are not the only risks we face. Additional risks and uncertainties not currently known to us, or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition, or results of operations.\nRisks Inherent in Our Business and Industry\nThe financial performance of our cokemaking and logistics businesses is substantially dependent upon a limited number of customers, and the loss of any of these customers, or any failure by them to perform under their contracts with us, could materially and adversely affect our financial condition, permit compliance, results of operations and cash flows.\nSubstantially all of our coke sales currently are made pursuant to long-term contracts with Cliffs Steel and U.S. Steel. We expect these customers to continue to account for a significant portion of our revenues for the foreseeable future.\nWe are subject to the credit risk of our major customers and other parties. If we fail to adequately assess the creditworthiness of existing or future customers or unanticipated deterioration of their creditworthiness, any resulting increase in nonpayment or nonperformance by them could have a material adverse effect on our cash flows, financial position or results of operations. During periods of weak demand for steel or coal, our customers may experience significant reductions in their operations, or substantial declines in the prices of the steel, or coal products, they sell. These and other factors such as labor relations or bankruptcy filings may lead certain of our customers to seek renegotiation or cancellation of their existing contractual commitments to us, or reduce their utilization of our services. See Note 8 to our consolidated financial statements.\nThe loss of any of these customers (or financial difficulties at any of these customers, which result in nonpayment or nonperformance) could have a significant adverse effect on our business. If one or more of these customers were to significantly reduce its purchases of coke or logistics services from us without a make-whole payment, or default on their agreements with us, or terminate or fail to renew their agreements with us, or if we were unable to sell such coke or logistics\nservices to these customers on terms as favorable to us as the terms under our current agreements, our cash flows, financial position, permit compliance, or results of operations could be materially and adversely affected.\nOur cokemaking and logistics businesses are subject to operating risks, some of which are beyond our control. Equipment failures or deterioration of assets, may lead to production curtailments, shutdowns, impairments, or additional expenditures, which could have a material adverse effect on our results of operations and financial condition.\nFactors beyond our control could disrupt our cokemaking and logistics operations, adversely affect our ability to service the needs of our customers and increase our operating costs, all of which could have a material and adverse effect on our results of operations. Adverse developments at our cokemaking facilities could significantly disrupt our ability to produce and supply coke, steam, and/or electricity to our customers. Adverse developments at our logistics operations could significantly disrupt our ability to provide handling, mixing, storage, terminalling, transloading and/or trans", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1514705_2020.htm (CIK: 1514705, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02867", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nForward-Looking Statements\nWe make forward-looking statements in Management's Discussion and Analysis of Financial Condition and Results of Operations and elsewhere in this report based on the beliefs and assumptions of our management and on information currently available to us. Forward-looking statements include information about our possible or assumed future results of operations, which follow under the headings \"Business\", \"Liquidity and Capital Resources\", and other statements throughout this report preceded by, followed by or that include the words \"believes\", \"expects\", \"anticipates\", \"intends\", \"plans\", \"estimates\" or similar expressions.\nAny number of risks and uncertainties could cause actual results to differ materially from those we express in our forward-looking statements, including the risks and uncertainties we describe below and other factors we describe from time to time in our periodic filings with the SEC. We therefore caution you not to rely unduly on any forward-looking statement. The forward-looking statements in this report speak only as of the date of this report, and we undertake no obligation to update or revise any forward-looking statement, whether as a result of new information, future developments, or otherwise.\nRisks and Uncertainties\nWe are subject to various risks that could materially and adversely affect our business, results of operations, cash flow, liquidity, or financial condition which make an investment in our securities risky. You should understand that these risks could, in circumstances we may or may not be able to accurately predict, recognize, or control, have a material adverse effect on our business, growth, reputation, prospects, financial condition, operating results (including components of our financial results), cash flows, liquidity, and stock price. In addition, these risks could cause results to differ materially from those we express in forward-looking statements contained in this report or in other Company communications, including those we file from time to time with the SEC. These risk factors do not identify all risks that we face; our operations could also be affected by factors, events, or uncertainties that are not presently known to us or that we currently do not consider to present significant risks to our operations. Because there is no way to determine in advance whether, or to what extent, any present uncertainty will ultimately impact our business, you should give equal weight to each of the following:\nRisks Relating to the COVID-19 Pandemic\nThe global spread of the COVID-19 pandemic has been and continues to be a complex and rapidly-evolving situation, with governments, public institutions and other organizations imposing or recommending, and businesses and individuals implementing, at various times and to varying degrees, restrictions on various activities or other actions to combat its spread, such as restrictions and bans on travel or transportation, limitations on the size of gatherings, closures of or occupancy or other operating limitations on work facilities, schools, public buildings and businesses, cancellation of events, including sporting events, conferences and meetings, and quarantines and lock-downs. The COVID-19 pandemic and its consequences have and will continue to impact our business, operations, and financial results. The extent to which the COVID-19 pandemic impacts our business, operations, and financial results, including the duration and magnitude of such effects, will depend on numerous evolving factors that we may not be able to accurately predict or assess, including the duration and scope of the COVID-19 pandemic (including the location and extent of resurgences of the virus and the availability of effective treatments or vaccines); the negative impact the COVID-19 pandemic has on global and regional economies and economic activity, including the duration and magnitude of its impact on unemployment rates an", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 101984_2020.htm (CIK: 101984, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02868", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\nAs a \u201csmaller reporting company,\u201d as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information called for by this Item.\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1603345_2020.htm (CIK: 1603345, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02869", "source": "edgar", "source_license": "public_domain", "text": "Item 1A.\nRisk Factors.\nAs a result of leverage, small changes in the price of the Partnership\u2019s positions may result in major losses.\nThe trading of commodity interests is speculative, volatile and involves a high degree of leverage. A small change in the market price of a commodity interest contract can produce major losses for the Partnership. Market prices can be influenced by, among other things, changing supply and demand relationships, governmental, agricultural, commercial and trade programs and policies, national and international political and economic events, viral epidemics, weather and climate conditions, insects and plant disease, purchases and sales by foreign countries and changing interest rates.\nAn investor may lose all of their investment.\nDue to the speculative nature of trading commodity interests, an investor could lose all of their investment in the Partnership.\nThe Partnership will pay substantial fees and expenses regardless of profitability.\nRegardless of its trading performance, the Partnership will incur fees and expenses, including clearing, administrative, ongoing selling agent and advisory fees.\nAn investor\u2019s ability to redeem Redeemable Units is limited.\nAn investor\u2019s ability to redeem Redeemable Units is limited and no market exists for the Redeemable Units.\nImpact of COVID-19 pandemic.\nThe COVID-19 pandemic has not materially impacted the Partnership through December 31, 2020. The extent of the operational and financial impact the COVID-19 pandemic may have on the Partnership and its investment operations has yet to be determined and is dependent on its duration and spread, any related operational restrictions and the overall economy. The Partnership is unable to predict how the COVID-19 pandemic will impact future results because the duration and severity of the pandemic is uncertain.\nConflicts of interest exist.\nThe Partnership is subject to numerous conflicts of interest including those that arise from the facts that:\n1.\nThe General Partner and the Advisor are affiliates;\n2.\nThe Advisor, the Partnership\u2019s commodity brokers and their respective principals and affiliates may trade in commodity interests for their own accounts; and\n3.\nAn investor\u2019s financial advisor will receive ongoing compensation for providing services to the investor\u2019s account.\nInvesting in Redeemable Units may not provide the desired diversification of an investor\u2019s overall portfolio.\nAlthough the Partnership is an alternative investment, the Partnership\u2019s objective is not to provide any benefit of portfolio diversification.\nPast performance is no assurance of future results.\nThe Advisor\u2019s trading strategies may not perform as they have performed in the past, and past performance does not necessarily predict future results. The Advisor has from time to time incurred substantial losses in trading on behalf of clients.\nThe Partnership relies on the availability and services of a single trading principal, Scott C. Kimple.\nThe services of Scott C. Kimple, the Advisor\u2019s sole trading principal, are essential to the business of the Advisor. If his services are no longer available, the continued ability of the Advisor to operate would be subject to substantial uncertainty. In addition, Mr. Kimple will devote to the affairs of the Partnership and will devote to the trading affairs of any particular account only such time as he in his sole discretion deems necessary.\nAn investor\u2019s tax liability may exceed cash distributions.\nInvestors are taxed on their share of the Partnership\u2019s income, even though the Partnership does not intend to make any distributions.\nRegulatory changes could restrict the Partnership\u2019s operations and increase its operational costs.\nRegulatory changes could adversely affect the Partnership by restricting its markets or activities, limiting its trading and/or increasing costs or the taxes to which investors are subject. Pursuant to the mandate of the Dodd-Frank Wall Street Reform and Consumer Protection Act, sig", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: tax liability, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02870", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation.\nThe information required by this Item 11 is incorporated herein by reference to the information that will be contained in our Proxy Statement for the Annual Meeting.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1595248_2020.htm (CIK: 1595248, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02871", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data\nThe following table provides selected consolidated financial data for the periods indicated. You should read the selected financial data set forth below in conjunction with Item 7, \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations,\u201d and with the consolidated financial statements and related notes appearing within Item 8 of this Annual Report.\nBalance Sheet Data as of December 31:\nOperating Data for the Years Ended December 31:\n* Restated for 1-for-9 stock split that occurred in May 2020\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 81955_2020.htm (CIK: 81955, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02872", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data\nNot required under Regulation S-K for \u201csmaller reporting companies.\u201d\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1813793_2020.htm (CIK: 1813793, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02873", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data.\nThe financial statements required by this Item 8 are included in Item 15 of this Annual Report.\nItem 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1832010_2020.htm (CIK: 1832010, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02874", "source": "edgar", "source_license": "public_domain", "text": "Item 6.SELECTED FINANCIAL DATA\nSelected Financial Data\n(In millions, except ratio and per share data)\nSignificant items affecting the comparability of the financial data shown above are as follows:\n\u2022Net earnings attributable to controlling interests for the year ended December 31, 2020 included a credit of $91 million ($69 million after tax, equal to $0.12 per share) related to the elimination of the LIFO reserve in connection with the accounting change effective January 1, 2020; gains of $90 million ($80 million after tax, equal to $0.14 per share) primarily related to the sale of a portion of the Company\u2019s shares in Wilmar and certain other assets; charges of $92 million ($69 million after tax, equal to $0.12 per share) related to the impairment of certain assets, restructuring, and settlement; charges of $409 million ($310 million after tax, equal to $0.55 per share) related to the early repurchase of certain of the Company\u2019s debentures; charges of $17 million ($17 million after tax, equal to $0.03 per share) related to the mark-to-market adjustment of the conversion option of the exchangeable bonds issued in August 2020; expenses of $4 million ($3 million after tax, equal to $0.01 per share) related to a target acquisition; and a net tax benefit adjustment related to certain discrete items totaling $3 million (equal to $0.01 per share).\n\u2022Net earnings attributable to controlling interests for the year ended December 31, 2019 included a net loss of $89 million ($124 million after tax, equal to $0.22 per share) related to the loss on sale of an equity investment partially offset by gains on sale of certain assets and a step-up gain on an equity investment; charges of $305 million ($249 million after tax, equal to $0.44 per share) consisting of restructuring and pension settlement and remeasurement charges primarily related to early retirement and reorganization initiatives in Corporate and impairments related to certain long-lived assets; expenses of $17 million ($11 million after tax, equal to $0.02 per share) primarily related to the Neovia acquisition; and tax expense adjustments related to certain discrete items totaling $39 million (equal to $0.07 per share).\nItem 6.SELECTED FINANCIAL DATA (Continued)\n\u2022Net earnings attributable to controlling interests for the year ended December 31, 2018 included net gains totaling $13 million ($13 million after tax, equal to $0.02 per share) related to the sale of businesses and assets; charges of $292 million ($226 million after tax, equal to $0.40 per share) consisting of a non-cash pension settlement charge related to the purchase of a group annuity contract that irrevocably transferred the future benefit obligations and annuity administration for certain retirees under the Company's ADM Retirement Plan, charges related to a discontinued software project, a long-term receivable, an equity investment, certain long-lived assets, and several individually insignificant asset impairment charges, restructuring charges in Corporate primarily related to the reorganization of IT services and several individually insignificant restructuring charges, and other settlement charges; charges of $8 million ($6 million after tax, equal to $0.01 per share) related to acquisition expenses and net losses on foreign currency derivative contracts to economically hedge certain acquisitions; and net tax benefits due to changes in the provisional transition tax amount related to the enactment of the Tax Cuts and Jobs Act and certain discrete items totaling $33 million (equal to $0.06 per share).\n\u2022Net earnings attributable to controlling interests for the year ended December 31, 2017 included gains totaling $22 million ($10 million after tax loss, equal to $0.02 per share) primarily related to the sale of the crop risk services business partially offset by an adjustment of the proceeds of the 2015 sale of the cocoa business; charges of $214 million ($144 million after tax, equal to $0.25 per share) consistin", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: tax expense, tax benefit. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02875", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nThe following discussion and analysis of the results of operations and financial condition should be read in conjunction with the selected financial data and the Company\u2019s consolidated financial statements and notes thereto included in this Form 10-K.\nCritical Accounting Policies and Estimates:\nOur accounting policies are described in Note 2 to the consolidated financial statements included in this Form 10-K. We believe our critical accounting policies relate to income tax expense, accounting for acquired real estate facilities, accounting for customer receivable balances, including deferred rent receivable balances, impairment of long-lived assets, and accrual for uncertain and contingent liabilities, each of which are more fully discussed below.\nIncome Tax Expense: We have elected to be treated as a REIT, as defined in the Code. As a REIT, we do not incur U.S. federal corporate income tax on our \u201cREIT taxable income\u201d that is fully distributed each year (for this purpose, certain distributions paid in a subsequent year may be considered), and if we meet certain organizational and operational requirements. We believe we have met these REIT requirements for all periods presented herein. Accordingly, we have recorded no U.S. federal corporate income tax expense related to our \u201cREIT taxable income.\u201d\nOur evaluation that we have met the REIT requirements could be incorrect, because compliance with the tax rules requires factual determinations, and circumstances we have not identified could result in noncompliance with the tax requirements in current or prior years. For any taxable year that we fail to qualify as a REIT and for which applicable statutory relief provisions did not apply, we would be taxed at the regular corporate rates on all of our taxable income for at least that year and the ensuing four years, we could be subject to penalties and interest, and our net income would be materially different from the amounts shown in our consolidated financial statements.\nAccounting for Acquired Real Estate Facilities: We estimate the fair value of land, buildings, intangible assets and intangible liabilities for purposes of allocating purchase price. Such estimates, which are determined with the assistance of third-party valuation specialists where appropriate, are based upon many assumptions and judgments, including, but not limited to, (i) market rates of return and capitalization rates on real estate and intangible assets, (ii) building and material cost levels, (iii) estimated market rent levels, (iv) future revenue growth rates, (v) future cash flows from the real estate and the existing customer base and (vi) comparisons of the acquired underlying land parcels to recent land transactions. Others could come to materially different conclusions as to the estimated fair values, which could result in different depreciation and amortization expense, rental income, gains and losses on sale of real estate assets, and real estate and intangible assets.\nAccounting for Customer Receivable Balances, including Deferred Rent Receivable Balances: Customer receivables consist primarily of amounts due for contractual lease payments, reimbursements of common area maintenance expenses, property taxes and other expenses recoverable from customers. Deferred rent receivables represent the amount that the cumulative straight-line rental income recorded as of a reporting date exceeds cash rents billed through that same date under the lease agreement, inclusive of rent deferrals and abatements granted to our customers in response to the COVID-19 pandemic. The Company writes off uncollectible customer receivable balances, including deferred rent receivable balances, in the period such receivable balances are deemed uncollectible. Significant bad debt losses could materially impact our net income.\nImpairment of Long-Lived Assets: The analysis of impairment of o", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax expense. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02876", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data\nAs an \u201cemerging growth company\u201d we are not required to provide this information.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1764443_2020.htm (CIK: 1764443, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02877", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk.\nInterest Rate Risk\nOur primary exposure to market risk is interest rate sensitivity, which is affected by changes in the general level of U.S. interest rates, particularly because our cash equivalents are in the form of money market funds that are invested in U.S. Treasury securities. Interest income is sensitive to changes in the general level of interest rates. However, due to the short-term maturities of our cash equivalents, we believe a hypothetical 100 basis point increase or decrease in interest rates during any of the periods presented would not have had a material impact on our financial statements included elsewhere in this Annual Report on Form 10-K (\u201cAnnual Report\u201d).\nAs of December 31, 2020, we had no debt outstanding and are therefore were not exposed to related interest rate risk.\nForeign Currency Exchange Risk\nAll of our employees and our operations are currently located in the United States and our expenses are generally denominated in U.S. dollars. We therefore are not currently exposed to significant market risk related to changes in foreign currency exchange rates. However, we have contracted with and may continue to contract with non-U.S. vendors who we may pay in local currency. Our operations may be subject to fluctuations in foreign currency exchange rates in the future. To date, foreign currency transaction gains and losses have not been material to our financial statements, and we have not had a formal hedging program with respect to foreign currency. We believe a hypothetical 100 basis point increase or decrease in exchange rates during any of the periods presented would not have a material effect on our financial statements included elsewhere in this Annual Report.\nEffects of Inflation\nInflation generally affects us by increasing our cost of labor and clinical trial costs. We believe that inflation has not had a material effect on our financial statements included elsewhere in this Annual Report.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1817229_2020.htm (CIK: 1817229, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02878", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation.\nThe information required by this item, which will be in our Proxy Statement under the captions \u201cBoard of Directors - Director Compensation\u201d, \u201cExecutive Compensation,\u201d \u201cCorporate Governance - Committee Composition - Committee Interlocks and Insider Participation\u201d and \u201cHuman Capital Committee Report,\u201d is hereby incorporated by reference. The information contained in \u201cExecutive Compensation - Human Capital Committee Report\u201d shall not be deemed to be \u201cfiled\u201d with the SEC or subject to the liabilities of the Exchange Act, except to the extent that the Company specifically incorporates such information into a document filed under the Securities Act or the Exchange Act.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1632790_2020.htm (CIK: 1632790, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02879", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\nYou should read the following selected financial data together with our consolidated financial statements and the related notes appearing at the end of this Form 10-K and the \"Management's Discussion and Analysis of Financial Condition and Results of Operations\" section. We have derived the statement of operations data for the years ended December 31, 2020, 2019, and 2018 and the balance sheet data as of December 31, 2020 and 2019 from our audited consolidated financial statements appearing at the end of this Form 10-K. The selected statements of operations data for the years ended December 31, 2017 and 2016 and the balance sheet data as of December 31, 2018, 2017, and 2016 is derived from our audited consolidated financial statements not\nincluded in this Form 10-K. Our historical results are not necessarily indicative of the results that may be expected in any future period.\n(1)Amount includes revenues recognized associated with the sales of QINLOCK, which commenced in the U.S. in May 2020. For additional information, please read Note 3, Revenues, to these consolidated financial statements.\n(2)Amounts primarily include revenues recognized associated with the Zai License Agreement. For additional information, please read Note 3, Revenues, to these consolidated financial statements.\n(3)Cost of sales did not reflect the full cost of manufacturing QINLOCK for the year ended December 31, 2020 due to the use of active pharmaceutical ingredients and components that were previously expensed as research and development expenses prior to the launch of QINLOCK.\n(4)Amounts include stock-based compensation expense. Stock-based compensation expense for each of the periods presented above is as follows:\n(1)We define working capital as current assets less current liabilities.\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1654151_2020.htm (CIK: 1654151, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02880", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nSee Index to Consolidated Financial Statements on page of this Annual Report.\nITEM 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1392694_2020.htm (CIK: 1392694, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02881", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nThe information required by this item with respect to executive compensation and director compensation is contained in the Proxy Statement under the headings \u201cExecutive Compensation\u201d and \u201cDirector Compensation\u201d and is incorporated herein by reference.\nThe information required by this item with respect to compensation committee interlocks and insider participation is contained in the Proxy Statement under the heading \u201cCompensation Committee Interlocks and Insider Participation\u201d and is incorporated herein by reference.\nThe compensation committee report required by this item is contained in the Proxy Statement under the heading \u201cExecutive Compensation-Report of the Compensation Committee of the Board of Directors\u201d and is incorporated herein by reference.\nThe information required by this item with respect to compensation policies and practices as they relate to the Company\u2019s risk management is contained in the Proxy Statement under the heading \u201cCompensation Discussion and Analysis-Elements of Executive Compensation\u201d and is incorporated herein by reference.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1323885_2020.htm (CIK: 1323885, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02882", "source": "edgar", "source_license": "public_domain", "text": "Item 8.\nFINANCIAL STATEMENTS AND SUPPLEMENTARY\nDATA\nCONOCOPHILLIPS\nPage\nReports of Management\n...........................................................................................................................\nReports of Independent Registered Public Accounting\nFirm .................................................................\nConsolidated Income Statement for the years ended\nDecember 31, 2020,\n2019 and 2018\n....................\nConsolidated Statement of Comprehensive Income\nfor the years ended\nDecember 31, 2020, 2019 and 2018\n..................................................................................................\nConsolidated Balance Sheet at December 31, 2020\nand 2019\n................................................................\nConsolidated Statement of Cash Flows for the years\nended December 31, 2020,\n2019 and 2018\n.........\nConsolidated Statement of Changes in Equity for\nthe years ended\nDecember 31, 2020, 2019 and 2018\n..................................................................................................\nNotes to Consolidated Financial Statements\n............................................................................................\nSupplementary Information\nOil and Gas Operations\n..............................................................................................................\nReports\nof Management\nManagement prepared, and is responsible for, the consolidated financial\nstatements and the other information\nappearing in this annual report.\nThe consolidated financial statements present\nfairly the company\u2019s financial\nposition, results of operations and cash flows in\nconformity with accounting principles\ngenerally accepted in\nthe United States.\nIn preparing its consolidated financial statements,\nthe company includes amounts that are\nbased on estimates and judgments management believes\nare reasonable under the circumstances.\nThe\ncompany\u2019s financial statements have been audited by Ernst & Young LLP,\nan independent registered public\naccounting firm appointed by the Audit and Finance\nCommittee of the Board of Directors and ratified\nby\nstockholders.\nManagement has made available to Ernst\n& Young LLP all of the company\u2019s financial records\nand related data, as well as the minutes of stockholders\u2019\nand directors\u2019 meetings.\nAssessment of Internal Control Over Financial Reporting\nManagement is also responsible for establishing\nand maintaining adequate internal control\nover financial\nreporting.\nConocoPhillips\u2019 internal control system\nwas designed to provide reasonable assurance to\nthe\ncompany\u2019s management and directors regarding the preparation and fair\npresentation of published financial\nstatements.\nAll internal control systems, no matter how\nwell designed, have inherent limitations.\nTherefore, even those\nsystems determined to be effective can provide only reasonable\nassurance with respect to financial statement\npreparation and presentation.\nManagement assessed the effectiveness of the company\u2019s internal control over financial\nreporting as of\nDecember 31, 2020.\nIn making this assessment, it used the criteria\nset forth by the Committee of Sponsoring\nOrganizations of the Treadway Commission in\nInternal Control-Integrated Framework (2013)\n.\nBased on our\nassessment, we believe the company\u2019s internal control over financial\nreporting was effective as of\nDecember 31, 2020.\nErnst & Young LLP has issued an audit report on the company\u2019s internal control over financial reporting as of\nDecember 31, 2020, and their report is included\nherein.\n/s/ Ryan M. Lance\n/s/ William L. Bullock, Jr.\nRyan M. Lance\nWilliam L. Bullock,\nJr.\nChairman and\nChief Executive Officer\nExecutive Vice President and\nChief Financial Officer\nReport of Independent Registered Public Accounting\nFirm\nTo the Stockholders and the Board of Directors of ConocoPhillips\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheets of ConocoPhillips\n(the Company) as of\nDecember 31, 2020 and 2019, the r", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1163165_2020.htm (CIK: 1163165, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02883", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nThe information required by this Item is incorporated herein by reference to the definitive Proxy Statement to be filed pursuant to Regulation 14A of the Exchange Act for our 2021 Annual Meeting of Stockholders or an amendment to this Annual Report on Form 10-K.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1299969_2020.htm (CIK: 1299969, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02884", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nOur financial instruments are exposed to various market risks, such as interest rate risk, equity price risk and foreign currency risk. Due to the level of risk associated with certain invested assets and the level of uncertainty related to changes in the value of these assets, it is possible that changes in these risks in the near term could have a material adverse impact on our results of operations, financial condition or equity.\nDiscussions herein regarding market risk focus on only one element of market risk, which is price risk. Price risk relates to changes in the level of prices due to changes in interest rates, equity prices, foreign exchange rates or other factors such as credit spreads. The fair value of our financial instruments is generally adversely affected when interest rates rise, equity markets decline or the dollar strengthens against foreign currency.\nActive management of market risk is integral to our operations. We may take the following actions to manage our exposure to market risk within defined tolerance ranges: (1) change the character of future investments purchased or sold or (2) use derivatives to offset the market behavior of existing assets and liabilities or assets expected to be purchased and liabilities expected to be incurred.\nSensitivity Analysis\nWe monitor our sensitivity to interest rate changes by revaluing financial assets and liabilities using a variety of different interest rates. The Company uses duration and convexity at the security level to estimate the change in fair value that would result from a change in each security's yield. Duration measures the price sensitivity of an asset to changes in yield. Convexity measures how the duration of the asset changes with interest rates. The duration and convexity analysis takes into account the unique characteristics (e.g., call and put options and prepayment expectations) of each security in determining the hypothetical change in fair value. The analysis is performed at the security level and aggregated up to the asset category levels for reporting in the tables below.\nThe evaluation is performed by applying an instantaneous change in yield rates of varying magnitudes on a static balance sheet to determine the effect such a change in rates would have on our fair value at risk and the resulting effect on stockholders' equity. The analysis presents the sensitivity of the fair value of our financial instruments to selected changes in capital market rates and index levels. The range of change chosen reflects our view of changes that are reasonably possible over a one-year period. The selection of the range of values chosen to represent changes in interest rates should not be construed as our prediction of future market events, but rather an illustration of the impact of such events.\nThe sensitivity analysis estimates the decline in the fair value of our interest sensitive assets and liabilities that were held as of December 31, 2020 and 2019 due to an instantaneous change in the yield of the security at the end of the period of 100 and 150 basis points, with all other variables held constant.\nThe sensitivity analysis also assumes an instantaneous 10% and 20% decline in the foreign currency exchange rates versus the United States dollar from their levels as of December 31, 2020 and 2019, with all other variables held constant.\nEquity price risk was measured assuming an instantaneous 10% and 25% decline in the S&P 500 from its level as of December 31, 2020 and 2019, with all other variables held constant. Our common stock holdings, which are included in equity securities, were assumed to be highly and positively correlated with the S&P 500 index. The value of limited partnerships are also affected by changes in equity markets, so a model was developed to analyze the observed changes in the value of limited partnerships held by the Company over a multiple year period along with ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 21175_2020.htm (CIK: 21175, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02885", "source": "edgar", "source_license": "public_domain", "text": "Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.\nFinancial statements meeting the requirements of Regulation S-X appear beginning on page of this report. The supplementary financial information specified by Item 302 of Regulation S-K is included in this report under the heading \u201cSelected Financial Data\u201d above.\nItem 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1450720_2020.htm (CIK: 1450720, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02886", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nThe following discussion and analysis should be read in conjunction with the \u201cCautionary Note Regarding Forward-Looking Statements\u201d; the sections in Part I entitled \u201cItem 1A. Risk Factors\u201d; and the consolidated financial statements and related notes in \u201cItem 8. Financial Statements and Supplementary Data\u201d.\nThis section of this Form 10-K generally discusses 2020 and 2019 items and year-to-year comparisons between 2020 and 2019. Discussions of 2018 items and year-to-year comparisons between 2019 and 2018 that are not included in this Form 10-K can be found in \"Management's Discussion and Analysis of Financial Condition and Results of Operations\" in Part II, Item 7 of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2019.\nGeneral\nReal Estate Investment Trust\nWe are a REIT specializing in the acquisition, ownership, leasing, financing and redevelopment of convenience stores, gasoline stations and other automotive-related and retail real estate, including express car washes, instant oil change centers, automotive service centers, automotive parts retailers and select other properties. As of December 31, 2020, we owned 901 properties and leased 58 properties from third-party landlords. As a REIT, we are not subject to federal corporate income tax on the taxable income we distribute to our stockholders. In order to continue to qualify for taxation as a REIT, we are required, among other things, to distribute at least 90% of our ordinary taxable income to our stockholders each year.\nCOVID-19\nIn March 2020, the World Health Organization declared the outbreak of COVID-19 as a pandemic. The impact from the rapidly changing market and economic conditions due to the COVID-19 pandemic remains uncertain. While we have not incurred significant disruptions to our financial results thus far from the COVID-19 pandemic, we are unable to accurately predict the impact that COVID-19 will have on our business, operations and financial result due to numerous evolving factors, including the severity of the disease, the duration of the pandemic, actions that may be taken by governmental authorities, the impact to our tenants, including the ability of our tenants to make their rental payments and any closures of tenants\u2019 facilities. Additionally, while we expect to continue our overall growth strategy during the 2021 and to fund our business operations from cash flows from our properties and our Revolving Facility, the rapid developments and fluidity of COVID-19 may cause us to re-evaluate, if not suspend, our growth strategy and/or to rely more heavily on borrowings under our Revolving Facility, proceeds from the sale of shares of our common stock under our ATM Program, or other sources of liquidity. See \u201cPart I. Item. 1A. Risk Factors\u201d in this Annual Report on Form 10-K for additional information.\nOur Triple-Net Leases\nSubstantially all of our properties are leased on a triple-net basis to convenience store operators, petroleum distributors and other automotive-related and retail tenants. Our tenants either operate their business at our properties directly or sublet our properties and supply fuel to third parties that operate the convenience store and gasoline station businesses. Our triple-net lease tenants are responsible for the payment of all taxes, maintenance, repairs, insurance and other operating expenses relating to our properties, and are also responsible for environmental contamination occurring during the terms of their leases and in certain cases also for environmental contamination that existed before their leases commenced.\nSubstantially all of our tenants\u2019 financial results depend on convenience store sales, the sale of refined petroleum products or rental income from their subtenants. As a result, our tenants\u2019 financial results are highly dependent on the performance of the petroleum marketing industry, which is ", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02887", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations\nThe following is management's discussion and analysis of certain significant factors that have affected the consolidated financial condition and results of operations of MidAmerican Funding and its subsidiaries and MidAmerican Energy during the periods included herein. Information in Management's Discussion and Analysis related to MidAmerican Energy, whether or not segregated, also relates to MidAmerican Funding. Information related to other subsidiaries of MidAmerican Funding pertains only to the discussion of the financial condition and results of operations of MidAmerican Funding. Where necessary, discussions have been segregated under the heading \"MidAmerican Funding\" to allow the reader to identify information applicable only to MidAmerican Funding. Explanations include management's best estimate of the impact of weather, customer growth, usage trends and other factors. This discussion should be read in conjunction with MidAmerican Funding's historical Consolidated Financial Statements and Notes to Consolidated Financial Statements and MidAmerican Energy's historical Financial Statements and Notes to Financial Statements each in Item 8 of this Form 10-K. MidAmerican Funding's and MidAmerican Energy's actual results in the future could differ significantly from the historical results.\nResults of Operations\nOverview\nMidAmerican Energy -\nMidAmerican Energy's net income for 2020 was $826 million, an increase of $33 million, or 4%, compared to 2019 primarily due to a higher income tax benefit of $199 million from higher PTCs recognized of $132 million, lower pretax income of $166 million and the effects of ratemaking, and lower operations and maintenance expenses, partially offset by higher depreciation and amortization expense of $77 million, lower allowances for equity and borrowed funds used during construction of $45 million, higher interest expense of $23 million and lower electric and natural gas utility margins. Higher PTCs recognized were due to greater wind-powered generation driven primarily by repowering and new wind projects placed in-service in 2019. Depreciation and amortization expense increased due to additional assets placed in-service in 2019 and 2020, partially offset by $23 million of lower Iowa revenue sharing accruals. Electric utility margin decreased due to lower wholesale revenue and the price impacts from changes in retail sales mix, partially offset by lower generation costs from higher wind generation, higher retail customer volumes and higher recoveries related to the ratemaking treatment of 2017 Tax Reform. Electric retail customer volumes increased 1.2% due to increased usage for certain industrial customers, partially offset by the impacts of COVID-19, which resulted in lower commercial and industrial customer usage and higher residential customer usage. Natural gas utility margin decreased primarily due to 10.2% lower retail customer volumes mainly from the unfavorable impact of weather.\nMidAmerican Energy's net income for 2019 was $793 million, an increase of $111 million, or 16%, compared to 2018 due to a higher income tax benefit of $116 million from higher PTCs of $70 million and the effects of ratemaking, higher electric utility margin of $42 million, higher allowances for equity and borrowed funds of $32 million and higher investment earnings of $20 million, partially offset by higher interest expense of $54 million and higher depreciation and amortization expense of $30 million due to wind-powered generation and other plant placed in-service offset by $46 million of lower Iowa revenue sharing. Electric utility margin increased due to lower fuel costs from higher wind generation, higher recoveries through bill riders (substantially offset in cost of fuel and energy, operations and maintenance expense and income tax benefit) and higher retail customer volumes. Electric retail customer volumes incr", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax benefit, tax reform. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02888", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations\nExecutive Summary\nWe are a Maryland real estate investment trust, or \"REIT,\" formed in August 2012 that specializes in acquiring, investing in, and managing residential mortgage- and real estate-related assets. Our primary objective is to generate attractive current yields and risk-adjusted total returns for our shareholders by making investments that we believe compensate us appropriately for the risks associated with them. We seek to attain this objective by constructing and actively managing a portfolio consisting primarily of residential mortgage-backed securities, or \"RMBS,\" for which the principal and interest payments are guaranteed by a U.S. government agency or a U.S. government-sponsored entity, or \"Agency RMBS,\" and, to a lesser extent, RMBS that do not carry such guarantees, or \"non-Agency RMBS,\" such as RMBS backed by prime jumbo, Alternative A-paper, mortgage loans that are not deemed \"qualified mortgage,\" or \"QM,\" loans under the rules of the Consumer Financial Protection Bureau, or \"non-QM loans,\" mortgages on single-family-rental properties, manufactured housing, and subprime residential mortgage loans. We also may opportunistically acquire other types of mortgage- and real estate-related asset classes, such as commercial mortgage-backed securities, or \"CMBS,\" residential mortgage loans, mortgage servicing rights, or \"MSRs,\" and credit risk transfer securities, or \"CRTs.\" We believe that being able to combine Agency RMBS with non-Agency RMBS and other mortgage- and real estate-related asset classes enables us to balance a range of mortgage-related risks.\nWe were formed through an initial strategic venture among affiliates of Ellington Management Group, L.L.C., an investment management firm and registered investment adviser with a 26-year history of investing in a broad spectrum of residential and commercial mortgage-backed securities, or \"MBS,\" and related derivatives, with an emphasis on the RMBS market, and the Blackstone Tactical Opportunity Funds, or the \"Blackstone Funds.\" As of December 31, 2020, the Blackstone Funds owned approximately 26.8% of our outstanding common shares. We are externally managed and advised by our Manager, an affiliate of Ellington.\nWe use leverage in our Agency RMBS strategy and, while we have not done so meaningfully to date, we may use leverage in our non-Agency RMBS strategy as well, although we expect such leverage to be lower. We have financed our purchases of Agency RMBS exclusively through repurchase agreements, which we account for as collateralized borrowings. As of December 31, 2020, we had outstanding borrowings under repurchase agreements in the amount of $1.0 billion with 15 counterparties.\nWe have elected to be taxed as a REIT for U.S. federal income tax purposes. Accordingly, we generally will not be subject to U.S. federal income taxes on our taxable income that we distribute currently to our shareholders as long as we maintain our qualification as a REIT. We intend to conduct our operations so that neither we nor any of our subsidiaries is required to register as an investment company under the Investment Company Act of 1940, as amended, or the \"Investment Company Act.\"\nAs of December 31, 2020, our book value per share was $13.48, as compared to $12.91 as of December 31, 2019.\nTrends and Recent Market Developments\nMarket Overview\n\u2022After lowering the target range for the federal funds rate three times in 2019, the U.S. Federal Reserve, or \"Federal Reserve,\" elected to maintain its target range of 1.50%-1.75% at its January 2020 meeting, but noted concerns about the spread of the novel coronavirus disease (\"COVID-19\") in its minutes. As the first quarter of 2020 progressed and COVID-19 spread, economic activity declined as countries around the world implemented social-distancing restrictions; unemployment claims surged and GDP growth forecasts were revised downward as the m", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02889", "source": "edgar", "source_license": "public_domain", "text": "Item 7a. Quantitative and Qualitative Disclosures about Market Risk\nMetal Price - Changes in the market price of gold may significantly affect our profitability and cash flow. Gold prices fluctuate widely due to factors such as: demand, global mine production levels, investor sentiment, central bank reserves, and the value of the U.S. dollar.\nInterest Rate Risk - Our exposure to market risk is confined to our cash and cash equivalents, all of which have maturities of less than three months and bear and pay interest in U.S. dollars. Since we invest in highly liquid, relatively low yield investments, we do not believe interest rate changes would have a material impact on us.\nOur risk associated with fluctuating interest expense is limited to other short-term obligations we may incur in our normal operations. The interest rates on our existing long-term debt borrowings are fixed and as a result, interest due on borrowings are not impacted by changes in market-based interest rates.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1120970_2020.htm (CIK: 1120970, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02890", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data.\nSmaller reporting companies are not required to provide the information for this item.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1632121_2020.htm (CIK: 1632121, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02891", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors.\nSet forth below is a discussion of certain risks affecting our business. The categorization of risks set forth below is meant to help you better understand the risks facing our business and is not intended to limit your consideration of the possible effects of these risks to the listed categories. Any impacts from the realization of any of the risks discussed, including our financial condition and results of operations, may, and likely will, adversely affect many aspects of our business. In addition to the other information contained or incorporated by reference in this Form 10-K, readers should carefully consider the following risk factors:\nRisks Related to the COVID-19 Pandemic\nThe COVID-19 pandemic and the governmental and non-governmental responses thereto have adversely impacted, and may in the future, adversely impact our business, income, cash flow, results of operations, financial condition, liquidity, prospects, ability to service our debt obligations, or our ability to pay cash dividends to our stockholders.\nOur ability to lease our properties and collect rental revenues and expense reimbursements, and the ability of our tenants to fulfill their obligations to us, is dependent in part upon national, regional and local economic conditions. The pandemic and the measures taken to combat it caused a significant economic slowdown and high levels of unemployment. The slowdown and the other disruptions resulting directly and indirectly from the pandemic adversely impacted our and many of our tenants\u2019 financial condition and results of operations. In particular, tenants in the retail, restaurant, theater and health and fitness sectors, experienced severe financial distress and obtained rent relief from us. During 2020, we (i) wrote-off $1.1 million of unbilled rent receivables with respect to Regal Cinemas, a tenant that operates theaters at two of our properties, as collections of such receivables were deemed less than probable, (ii) abated $1.4 million of base rent with respect to 12 tenants at 13 properties, including $676,000 and $500,000 of base rent owed by Regal Cinemas and LA Fitness, respectively, (iii) did not collect and did not accrue $928,000 of rent from Regal Cinemas and (iv) deferred $3.5 million of base rent payments. As a result of, among other things, these write-offs and abatements, our rental income, net, decreased by 2.3% to $81.9 million, from $83.8 million in 2019, and our cash flow from operations decreased by 3.0% to $35.1 million from $36.2 million in 2019.\nAt December 31, 2020, $3.0 million of deferred rent is owed by 34 tenants at 43 properties. Approximately 92.7%, 6.9% and 0.4% of such deferred rent is due in 2021, 2022 and 2023, respectively. Four tenants account for $1.6 million, or 52.4%, of the $3.0 million of deferred rent (i.e., Haverty Furniture, Famous Footwear, LA Fitness, and Barnes and Noble, owe 26.3%, 10.3%, 9.6% and 6.2% of the deferred rent, respectively). The failure to pay deferred rent will adversely impact our cash flow, net income, liquidity and ability to pay dividends.\nThe pandemic and the current economic, financial, and capital markets environments present material risks and uncertainties. We are unable to predict the ultimate impact that the pandemic and the continuing economic slowdown will have on our business, financial condition, results of operation and cash flows, which will depend largely on future developments relating, among other things, to the duration and scope of the pandemic, efforts to boost the economy, the timing and strength of an economic recovery, if any, and other factors outside of our control. If the pandemic and economic slowdown continue for an extended period, among other things, (i) tenants, and in particular, tenants in the retail, restaurant, theater and health and fitness sectors, may be unable to satisfy their obligations to us (including obligations under deferral arrangements or extended leases) and will seek addit", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 712770_2020.htm (CIK: 712770, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02892", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nTo the shareholders and the Board of Directors of Horizon Global Corporation\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheets of Horizon Global Corporation and subsidiaries (the \u201cCompany\u201d) as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive (loss) income, cash flows, and shareholders\u2019 equity for each of the two years in the period ended December 31, 2020 and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the \u201cfinancial statements\u201d). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.\nBasis for Opinion\nThese financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company\u2019s internal control over financial reporting. Accordingly, we express no such opinion.\nOur audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\nEmphasis of Matter - Subsequent Events\nAs discussed in Note 21 to the financial statements, the Company entered into a Senior Term Loan Credit Agreement on February 2, 2021, the proceeds from which were used to repay in full all outstanding debt and accrued interest on the Company\u2019s Replacement Term Loan.\nCritical Audit Matter\nThe critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.\nSales Related Accruals - Refer to Note 3 to the consolidated financial statements\nCritical Audit Matter Description\nProvisions for customer", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1637655_2020.htm (CIK: 1637655, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02893", "source": "edgar", "source_license": "public_domain", "text": "Item 11.\nExecutive Compensation\nCompensation Discussion and Analysis\nOverview of Compensation Philosophy and Program\nThe intellectual capital collectively possessed by our senior managing directors (including our named executive officers) and other employees is the most important asset of our firm. We invest in people. We hire qualified people, train them, encourage them to provide their best thinking to the firm for the benefit of the investors in the funds we manage, and compensate them in a manner designed to retain and motivate them and align their interests with those of the investors in our funds.\nOur overriding compensation philosophy for our senior managing directors and certain other employees is that compensation should be composed primarily of (a) annual cash bonus payments tied to the performance of the applicable business unit(s) in which such employee works, (b) performance interests (composed primarily of Performance Allocations, commonly referred to as carried interest, and incentive fee interests) tied to the performance of the investments made by the funds in the business unit in which such employee works or for which he or she has responsibility, (c) deferred equity awards reflecting the value of our common stock, and (d) additional cash payments and equity awards tied to extraordinary performance of such employee or other circumstances (for example, if there has been a change of role or responsibility). We believe base salary should represent a significantly lesser component of total compensation. We believe the appropriate combination of annual cash bonus payments and performance interests or deferred equity awards encourages our senior managing directors and other employees to focus on the underlying performance of our investment funds, as well as the overall performance of the firm and interests of our shareholders. To that end, the primary form of compensation to our senior managing directors and other employees who work in operations related to our carry funds or funds that pay incentive fees is generally a combination of annual cash bonus payments related to the performance of those carry fund operations, carried interest or incentive fee interests and, in specified cases, deferred equity awards. Along the same lines, the primary form of compensation to our senior managing directors and other employees who do not work in such fund operations is generally a combination of annual cash bonus payments tied to the performance of the applicable business unit in which such employee works and deferred equity awards.\nEmployees at higher total compensation levels are generally targeted to receive a greater percentage of their total compensation payable in annual cash bonuses, participation in performance interests, and deferred equity awards and a lesser percentage in the form of base salary compared to employees at lower total compensation levels. We believe that the proportion of compensation that is \u201cat risk\u201d should increase as an employee\u2019s level of responsibility rises.\nOur compensation program includes significant elements that discourage excessive risk-taking and aligns the compensation of our employees with the long-term performance of the firm. For example, notwithstanding the fact that for accounting purposes we accrue compensation for the Performance Plans (as defined below) related to our carry funds as increases in the carrying value of the portfolio investments are recorded in those carry funds, we only make cash payments to our employees related to carried interest when profitable investments have been realized and cash is distributed first to the investors in our funds, followed by the firm and only then to employees of the firm. Moreover, if a carry fund fails to achieve specified investment returns due to diminished performance of later investments, our Performance Plans entitle us to \u201cclawback\u201d carried interest payments previously made to an employee for the benefit of the limited partner inv", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1393818_2020.htm (CIK: 1393818, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02894", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nWe are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.\nITEM 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1094038_2020.htm (CIK: 1094038, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02895", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A.\nQUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nWe are exposed to certain market risks as part of our on-going business operations. Our obligations under our credit facility are secured by a lien on substantially all of our assets and any assets that we or our subsidiaries may acquire in the future. As of December 31, 2020, we had $17.8 million outstanding under the Credit Agreement for which we originally hedged 57% of the amount outstanding by entering into a cash flow hedge with a fixed interest rate of 5.36%.\nBased on our remaining unhedged outstanding debt balance as of December 31, 2020, a change of one percent in the interest rate would have caused a change in our interest expense of approximately $0.2 million, or $0.01 per basic share, on an annual basis. Changes in interest rates could have an impact on our operations, which are greatly dependent on our students\u2019 ability to obtain financing and, as such, any increase in interest rates could greatly impact our ability to attract students and have an adverse impact on the results of our operations.\nThe use of the derivative instrument exposes us to credit risk if the counterparty fails to perform when the fair value of a derivative instrument contract is positive. If the counterparty fails to perform, collateral is not required by any party whether derivatives are in an asset or liability position.\nITEM 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1286613_2020.htm (CIK: 1286613, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02896", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data.\nWe are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1680581_2020.htm (CIK: 1680581, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02897", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A.RISK FACTORS\nInvesting in our common stock involves a high degree of risk. You should consider carefully the risks and uncertainties described below, together with all of the other information in this report, including the section titled \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d and our consolidated financial statements and related notes, before investing in our common stock. The risks and uncertainties described below are not the only ones we face. If any of the following risks actually occurs, our business, financial condition, results of operations and prospects could be materially and adversely affected. In that event, the price of our common stock could decline and you could lose part or all of your investment.\nRisks Related to Our Business and Industry\nWe face risks related to health epidemics, including the current COVID-19 pandemic, which could have a material adverse effect on our business and results of operations.\nOur business operations have been and continue to be adversely affected by the ongoing pandemic of respiratory illness caused by a novel strain of coronavirus, SARS-CoV-2, causing the Coronavirus Disease 2019, also known as COVID-19. Global health concerns relating to the COVID-19 pandemic have been weighing on the macroeconomic environment, and the pandemic has significantly increased economic volatility and uncertainty.\nThe pandemic has resulted in government authorities implementing numerous measures to try to contain the virus, such as travel bans and restrictions, quarantines, shelter-in-place or stay-at-home orders, and business shutdowns. For\nexample, our personnel located at our offices and laboratories in Texas, California and elsewhere in the United States and in other countries have been subject to various shelter-in-place or stay-at-home orders from state and local governments for the past several months. These measures have adversely impacted and may further impact our employees and operations, and the operations of our customers, suppliers and business partners, and may negatively impact spending patterns, payment cycles and insurance coverage levels. These measures have adversely affected and are expected to continue to adversely affect demand for our tests. Many of our customers, including hospitals and clinics, have suspended non-emergency appointments and services, which resulted in a significant decrease in our test volume. In addition, because we rely heavily on our direct sales force to sell our tests, we expect our sales cycle, particularly for new customers, will continue to be significantly impacted. Travel bans, restrictions and border closures have also impacted our ability to ship test kits to and receive samples from our customers. In addition, certain aspects of our business, such as laboratory processes, cannot be conducted remotely. These measures by government authorities may continue to remain in place or be implemented to varying degrees from time to time for the foreseeable future, and they are likely to continue to adversely affect our test volume, sales activities and overall operations for an indefinite period of time.\nIn addition, it may be more difficult for us to develop new products for commercial release, as we expect it will be more difficult to complete our research and development efforts and commence and complete clinical trials while the pandemic is ongoing. It is also possible that demand for products that we may pursue could be materially and adversely affected as a result of COVID-19, disruptions to our or our customers\u2019 operations, and any related economic impact.\nThe spread of COVID-19 has caused us to modify our business practices (including employee travel, mandating that all non-essential personnel work from home, temporary closures of our offices, and cancellation of physical participation in sales activities, meetings, events and conferences) and incur additional operating costs, and we may take ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1604821_2020.htm (CIK: 1604821, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02898", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures about Market Risk\nFollowing the consummation of our Initial Public Offering, the net proceeds of our Initial Public Offering, including amounts in the Trust Account, have been invested in U.S. government treasury bills, notes or bonds with a maturity of 180 days or less or in certain money market funds that invest solely in US treasuries. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1830531_2020.htm (CIK: 1830531, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02899", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nThe information appearing under the headings \u201cExecutive Compensation\u201d and \u201cCorporate Governance and Board Matters - Compensation of Non-Employee Directors\u201d in the Proxy Statement is incorporated herein by reference.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 875355_2020.htm (CIK: 875355, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02900", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk\nWe do not hold any derivative instruments and do not engage in any hedging activities.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1058330_2020.htm (CIK: 1058330, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02901", "source": "edgar", "source_license": "public_domain", "text": "Item 8.\nFinancial Statements and Supplementary Data\nManagement\u2019s Annual Report on Internal\nControl over Financial Reporting\nManagement of the Company is responsible for establishing and\nmaintaining adequate internal control over financial reporting as\ndefined in Rule 13a-15(f) under the 1934 Act. The Company\u2019s\ninternal control over financial reporting is designed to provide\nreasonable assurance to the Company\u2019s\nmanagement and Board of Directors regarding the preparation and fair presentation\nof\npublished financial statements. Because of its inherent limitations, internal\ncontrol over financial reporting may not prevent or detect\nmisstatements.\nManagement has assessed the effectiveness of the\nCompany\u2019s internal control over financial\nreporting as of December 31, 2020.\nIn\nmaking its assessment of internal control over financial reporting,\nmanagement used the criteria set forth by the Committee of\nSponsoring Organizations (\u201cCOSO\u201d) of the Treadway\nCommission in\nInternal\nControl - Integrated Framework (2013).\nManagement has concluded that, as of December 31, 2020,\nthe Company\u2019s internal control over\nfinancial reporting was effective\nbased on the criteria set forth by the COSO of the Treadway\nCommission in\nInternal Control - Integrated\nFramework (2013).\nThe effectiveness of our internal control over financial\nreporting as of December 31, 2020 has been audited by Deloitte & Touche\nLLP,\nan independent registered public accounting firm, as stated in their report,\nwhich is included herein.\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nTo the Stockholders and the Board of Directors of Marlin Business Services Corp.\nOpinion on Internal Control over Financial Reporting\nWe have audited the internal control over financial reporting of Marlin Business Services Corp. and subsidiaries (the\n\"Company\") as of December 31, 2020, based on criteria established in\nInternal Control - Integrated Framework (2013)\nissued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company\nmaintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on\ncriteria established in\nInternal Control - Integrated Framework (2013)\nissued by COSO.\nWe have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)\n(PCAOB), the consolidated\nfinancial statements as of and for the year ended December 31, 2020, of the Company and our\nreport dated March 5, 2021, expressed an unqualified opinion on those financial statements and included\nan explanatory\nparagraph regarding the Company\u2019s adoption of accounting standards update (ASU) 2016-13:\nFinancial Instruments - Credit\nLosses: Measurement of Credit Losses on Financial Instruments (CECL)\n.\nBasis for Opinion\nThe Company\u2019s management is responsible for maintaining effective internal control over financial reporting and for its\nassessment of the effectiveness of internal control over financial reporting, included in the accompanying Management\u2019s\nAnnual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company\u2019s\ninternal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and\nare required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the\napplicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform\nthe audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in\nall material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing\nthe\nrisk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal ", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1260968_2020.htm (CIK: 1260968, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02902", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nThe information required by Item 11 is hereby incorporated by reference from our definitive Proxy Statement relating to our 2021 Annual Meeting of Stockholders to be filed with the SEC within 120 days following the end of our fiscal year.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1490927_2020.htm (CIK: 1490927, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02903", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation.\nThe information required by this Item 11 is incorporated by reference to the information under the sections and subsections \u201cCompensation Committee,\u201d \u201cCompensation Committee Interlocks and Insider Participation,\u201d \u201cCompensation Committee Report\u201d and \u201cExecutive Compensation\u201d contained in the Company\u2019s Proxy Statement in connection with its Annual Meeting of Shareholders to be held on May \u00ad11, 2021.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1043337_2020.htm (CIK: 1043337, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02904", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nYOU SHOULD CAREFULLY CONSIDER THE RISKS AND UNCERTAINTIES DESCRIBED BELOW AND THE OTHER INFORMATION CONTAINED OR INCORPORATED BY REFERENCE IN THIS ANNUAL REPORT ON FORM 10-K BEFORE DECIDING WHETHER TO INVEST IN THE COMPANY\u2019S COMMON STOCK. ADDITIONAL RISKS AND UNCERTAINTIES NOT PRESENTLY KNOWN TO THE COMPANY OR THAT THE COMPANY CURRENTLY DEEMS IMMATERIAL MAY ALSO IMPAIR THE COMPANY\u2019S BUSINESS OPERATIONS. IF ANY OF THE FOLLOWING RISKS ACTUALLY OCCUR, THE COMPANY\u2019S BUSINESS, FINANCIAL CONDITION OR OPERATING RESULTS COULD BE MATERIALLY ADVERSELY AFFECTED. IN SUCH CASE, THE TRADING PRICE OR THE COMPANY\u2019S COMMON STOCK COULD DECLINE AND YOU MAY LOSE PART OR ALL OF YOUR INVESTMENT. THIS ANNUAL REPORT ON FORM 10-K ALSO CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES. PLEASE SEE \u201cCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS\u201d.\nRisks Related to our Financial Condition\nWe are dependent on the sale of our securities to fund our operations.\nDuring the years ended December 31, 2020 and, December 31, 2019, we received $125,000 and $2,781,659, from the sale of our securities. For the years ended December 31, 2020 and December 31, 2019, our revenues were approximately $1,300,000 and $2,100,000, respectively from the sale of our products. Our operating expenses are presently approximately $330,000 per month or $3,960,000 annually which consist of rent, advertising, salaries and other general and administrative expenses. Our cash on hand as of the date of this Annual Report on Form 10-K is $742 which is not sufficient to pay our operating expenses. We are in the process of obtaining future financing and are dependent on the sale of our securities to help fund our operations. There is no assurance we will be able to obtain future funding for our operations from the sale of our securities. The future issuance of our securities will result in substantial dilution in the percentage of our common stock held by our then existing stockholders, and would likely have an adverse effect on any trading market for our common stock. Obtaining financing would be subject to a number of factors, including investor acceptance. These factors may adversely affect the timing, amount, terms, or conditions of any financing that we may obtain or make any additional financing unavailable to us. If we do not obtain additional financing to fund our future operations, our business could fail and you could lose your investment.\nThere is substantial doubt about our ability to continue as a going concern as a result of our limited operating history and financial resources, and if we are unable to generate significant revenue or secure financing we may be required to cease or curtail our operations.\nFor the years ended December 31, 2020 and December 31, 2019, we incurred net losses of approximately $2,900,000 and $4,000,000. As a result, our auditor has rendered an opinion that we may be unable to continue as a going concern. Our limited operating history and financial resources raises substantial doubt about our ability to continue as a going concern and our financial statements contain a going concern qualification. Our financial statements do not include adjustments that might result from the outcome of this uncertainty and if we are unable to generate significant revenue or secure financing we may be required to cease or curtail or completely suspend our operations.\nWe will need additional capital to fund our operations, which, if obtained, could result in substantial dilution or significant debt service obligations. Our inability to procure additional financing, if required, may have a material adverse effect on us. We may not be able to obtain additional capital on commercially reasonable terms, which could adversely affect our liquidity and financial position.\nWe require additional equity and/or debt financing to continue our operations. There can be no assurance that we will be able to obtain funds on commercially ac", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1563463_2020.htm (CIK: 1563463, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02905", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\n(a)On October 1, 2018, the Company adopted Accounting Standards Update (\u201cASU\u201d) 2014-09, \u201cRevenue from Contracts with Customers (Topic 606),\u201d using the modified retrospective method of adoption. Therefore, \u201cNet sales\u201d for the years ended September 30, 2020 and 2019 are presented under Accounting Standards Codification (\u201cASC\u201d) Topic 606, \u201cRevenue from Contracts with Customers,\u201d and \u201cNet sales\u201d for the years ended September 30, 2018, 2017 and 2016 are presented under ASC Topic 605, \u201cRevenue Recognition.\u201d For additional information about the adoption of ASU 2014-09, see Note 2 within \u201cNotes to Consolidated Financial Statements.\u201d\n(b)For the year ended September 30, 2017, the Company recorded a charge of $26.5 million for the impairment of goodwill. The impairment charge related to the Dymatize reporting unit. In fiscal 2017, consistent with fiscal 2016, the specialty channel, from which the Dymatize reporting unit derived the majority of its sales, continued to experience weak sales, which resulted in management lowering its long-term expectations for the Dymatize reporting unit. After conducting the impairment analysis, it was determined that the carrying value of the Dymatize reporting unit exceeded its fair value by $76.6 million, and the Company recorded an impairment charge for goodwill down to the fair value. At the time of the analysis, the Dymatize reporting unit had $26.5 million of remaining goodwill, and therefore, an impairment charge for the entire goodwill balance of $26.5 million was recorded.\n(c)In fiscal 2018, the effective tax rate was impacted by the Tax Cuts and Jobs Act, which was enacted on December 22, 2017. For information about income tax expense, see Note 7 within \u201cNotes to Consolidated Financial Statements.\u201d\n(d)On October 1, 2019, the Company adopted ASU 2016-02, \u201cLeases (Topic 842)\u201d and ASU 2018-11, \u201cLeases (Topic 842): Targeted Improvements\u201d using the modified retrospective method of adoption. Therefore, \u201cTotal assets\u201d and \u201cOther liabilities\u201d for the year ended September 30, 2020 are presented under ASC Topic 842, \u201cLeases,\u201d and \u201cTotal assets\u201d and \u201cOther liabilities\u201d for the years ended September 30, 2019, 2018 and 2017 are presented under ASC Topic 840, \u201cLeases.\u201d For additional information about the adoption of these ASUs, see Notes 3 and 11 within \u201cNotes to Consolidated Financial Statements.\u201d\n(e)On October 21, 2019, the Company closed its initial public offering (the \u201cIPO\u201d). For additional information about the IPO, see Note 1 within \u201cNotes to Consolidated Financial Statements.\u201d\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax expense, tax rate. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02906", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation.\nNone of our directors or officers have received any cash compensation for services rendered to us. Commencing on the date that our securities are first listed on Nasdaq through the earlier of consummation of our initial Business Combination and our liquidation, we will pay our Sponsor a total of $30,000 per month for office space, administrative, financial and support services. Other than as described herein, no compensation of any kind, including any finder\u2019s fee, reimbursement or consulting fee, will be paid by us to our Sponsor, officers and directors, or any affiliate of our Sponsor or officers, prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial Business Combination (regardless of the type of transaction that it is). However, our Sponsor, directors and officers, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. Our audit committee will review on a quarterly basis all payments that were made by us to our Sponsor, directors, officers or our or any of their affiliates.\nOn December 31, 2020, each of our directors (or their affiliates), officers and advisors together with certain third-party investors, including our anchor investor, entered into an amended and restated limited liability company agreement (the \u201cSponsor LLC Agreement\u201d) of our Sponsor, Noble Rock Sponsor LLC.\nPursuant to the Sponsor LLC Agreement, certain of our directors (or their affiliates), officers and advisors made capital contributions to our Sponsor in exchange for membership interests in our Sponsor in an aggregate amount of $25,000, with respect to the issuance of 6,037,500 of our founder shares to our Sponsor. In addition, certain of our directors (or their affiliates), officers and the third-party investors, including our anchor investor, agreed to make certain at-risk capital contributions up to an aggregate amount of $6,830,000, the proceeds of which were used by our Sponsor to purchase the Private Placement Warrants. Such persons also agreed to make additional capital contributions to our Sponsor upon request.\nUpon or after the consummation of our initial Business Combination and as determined by members of our Sponsor, our directors (or their affiliates), officers and advisors and the third-party investors are entitled to receive distributions of the assets of our Sponsor in accordance with such persons\u2019 then respective economic interests in our Sponsor.\nAfter the completion of our initial Business Combination, directors or members of our management team who remain with us may be paid consulting, management or other compensation from the combined company. All compensation will be fully disclosed to shareholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our shareholders in connection with a proposed Business Combination. It is unlikely the amount of such compensation will be known at the time, because the directors of the post-combination business will be responsible for determining executive officer and director compensation. Any compensation to be paid to our officers after the completion of our initial Business Combination will be determined by a compensation committee constituted solely by independent directors.\nWe are not party to any agreements with our directors and officers that provide for benefits upon termination of employment. The existence or terms of any such employment or consulting arrangements may influence our management\u2019s motivation in identifying or selecting a target business, and we do not believe that the ability of our management to remain with us after the consummation of our initial Business Combination should be a determining factor in our decision to proceed with any poten", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1831964_2020.htm (CIK: 1831964, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02907", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\nThe following financial information as of and for the five years ended June 30, 2020, has been derived from our Consolidated Financial Statements. This information should be read in conjunction with our Consolidated Financial Statements and related notes thereto included elsewhere herein.\nLannett Company, Inc. and Subsidiaries\nFinancial Highlights\nOn November 25, 2015, the Company completed the acquisition of KUPI. The Company\u2019s Consolidated Statements of Operations for Fiscal 2016 and thereafter includes the impact of KUPI from that date.\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 57725_2020.htm (CIK: 57725, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02908", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nThe following discussion is intended to assist in understanding our business and the results of our operations. It should be read in conjunction with the Consolidated Financial Statements and the related footnotes and \u201cRisk Factors\u201d that appear elsewhere in this Report. Certain statements in this Report constitute \u201cforward-looking statements.\u201d Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Factors that might cause such a difference include, among others, uncertainties relating to general economic and business conditions; industry trends; changes in demand for our products and services; uncertainties relating to customer plans and commitments and the timing of orders received from customers; announcements or changes in our pricing policies or that of our competitors; unanticipated delays in the development, market acceptance or installation of our products and services; changes in government regulations; availability of management and other key personnel; availability, terms and deployment of capital; relationships with third-party equipment suppliers; and worldwide political stability and economic growth. The words \u201cbelieve,\u201d \u201cexpect,\u201d \u201canticipate,\u201d \u201cintend\u201d and \u201cplan\u201d and similar expressions identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made. Unless the context requires otherwise, when we refer to \u201cwe,\u201d \u201cus\u201d and \u201cour,\u201d we are describing SEER and its consolidated subsidiaries on a consolidated basis.\nOverview\nSEER was formed as a publicly traded company in early 2008 through a reverse merger. SEER is dedicated to assembling complementary service and environmental, clean-technology businesses that provide safe, innovative, cost effective, and profitable solutions in the oil & gas, environmental, waste management and renewable energy industries. SEER currently operates five companies with four offices in the western and mid-western U.S. Through these operating companies, SEER provides products and services throughout the U.S. and has licensed and owned technologies with many customer installations throughout the U.S. Each of the five operating companies is discussed in more detail below. The Company also has non-controlling interests in joint ventures, some of which have no or minimal operations.\nThe Company\u2019s domestic strategy is to grow internally through SEER\u2019s subsidiaries that have well established revenue streams and, simultaneously, establish long-term alliances with and/or acquire complementary domestic businesses in rapidly growing markets for renewable energy, waste and water treatment, and industrial services. The focus of the SEER family of companies, however, is to increase margins by securing or developing proprietary, patented and patent-pending technologies, and then leveraging its 20 plus-year service experience to place these innovations and solutions into the growing markets of emission capture and control, renewable \u201cgreen gas\u201d capture and sale, compressed natural gas fuel generation, as well as general solid waste and medical/pharmaceutical waste destruction. Many of SEER\u2019s current operating companies share customer bases and each provides truly synergistic services, technologies and products as well as annuity type revenue streams.\nFinancial Condition\nAs of December 31, 2020, we had approximately $9.8 million in negative working capital, which represents a decrease of approximately $2.7 million from $7.1 million in negative working capital as of December 31, 2", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1576197_2020.htm (CIK: 1576197, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02909", "source": "edgar", "source_license": "public_domain", "text": "Item 11. EXECUTIVE COMPENSATION\nThe information called for by Item 11 is incorporated herein by reference from the section and subsections entitled \u201cCompensation Discussion and Analysis,\u201d \u201cSummary Compensation Table,\u201d \u201cCEO Pay Ratio,\u201d \u201cGrants of Plan-Based Awards,\u201d \u201cOutstanding Equity Awards at Fiscal Year-End,\u201d \u201cOption Exercises and Stock Vested,\u201d \u201cPension Benefits,\u201d \u201cNonqualified Deferred Compensation,\u201d \u201cPotential Payments Upon Termination or Change in Control,\u201d \u201cDirector Compensation,\u201d \u201cCompensation Committee Interlocks and Insider Participation; Processes and Procedures\u201d and \u201cReport of the Compensation and Management Development Committee\u201d in the Proxy Statement.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 52827_2020.htm (CIK: 52827, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02910", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6.\nSELECTED FINANCIAL DATA\nThe following table summarizes selected financial data for the Company.\nBalance Sheet Data\nIncome Statement Data\n(1)\nThe Company\u2019s 2017 income tax benefit was $299.9, primarily due to the change in U.S. tax law in 2017.\nPACCAR Financial Corp.\n(Millions of Dollars)\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax benefit, tax law. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02911", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nThe following discussion should be read in conjunction with our consolidated balance sheets as of December 31, 2020 and 2019, and the related consolidated statements of operations, stockholders\u2019 equity and cash flows for the years ended December 31, 2020 and 2019, and the related notes attached thereto. All statements contained herein that are not historical facts, including, but not limited to, statements regarding anticipated future capital requirements, our future development plans, our ability to obtain debt, equity or other financing, and our ability to generate cash from operations, are based on current expectations. The discussion of results, causes and trends should not be construed to imply any conclusion that such results or trends will necessarily continue in the future. Because the closing of the acquisition of Oblong Industries occurred on October 1, 2019, the Company\u2019s consolidated financial statements as of and for the year ended December 31, 2019, included in this Report only reflect Oblong Industries\u2019 financial results for the fourth quarter of 2019.\nBusiness\nOblong, Inc. (\u201cOblong\u201d or \u201cwe\u201d or \u201cus\u201d or the \u201cCompany\u201d) was formed as a Delaware corporation in May 2000 and prior to March 6, 2020, was named Glowpoint, Inc. (\u201cGlowpoint\u201d). On October 1, 2019, the Company closed an acquisition of all of the outstanding equity interests of Oblong Industries, Inc., a privately held Delaware corporation founded in 2006 (\u201cOblong Industries\u201d), pursuant to the terms of an Agreement and Plan of Merger (as amended, the \u201cMerger Agreement\u201d). Pursuant to the Merger Agreement, among other things, Oblong Industries became a wholly owned subsidiary of the Company (the \u201cMerger\u201d). See further discussion of the Merger in Note 3 - Oblong Industries Acquisition to our consolidated financial statements attached hereto. On March 6, 2020, Glowpoint changed its name to Oblong, Inc. In this Report, we use the terms \u201cOblong\u201d or \u201cwe\u201d or \u201cus\u201d or the \u201cCompany\u201d to refer to (i) Oblong (formerly Glowpoint), for periods prior to the closing of the Merger and (ii) the \u201ccombined organization\u201d of Oblong, Inc. (formerly Glowpoint) and Oblong Industries for periods after the closing of the Merger. For purposes of segment reporting, we refer to the Oblong (formerly Glowpoint) business as \u201cGlowpoint\u201d herein, and to the Oblong Industries business as \u201cOblong Industries\u201d herein.\nSince the closing of the Merger on October 1, 2019, we have been focused on the integration of the businesses of Oblong (formerly Glowpoint) and Oblong Industries into a combined organization. While our acquisition of Oblong Industries provides additional revenues to the combined organization, the cost to further develop and commercialize Oblong Industries\u2019 product offerings is expected to exceed its revenues for the foreseeable future. We believe there is a substantial market opportunity for Oblong Industries\u2019 product offerings and services, and we are in the process of transforming our offerings to meet the evolving needs of our customers. As part of the transformation of our business, we are evolving certain aspects of our model by designing and developing software to include subscription-based offerings. Historically, our technology products and services have been developed and consumed in conventional commercial real estate spaces such as conference rooms. As our core collaboration products evolve, we expect to add more contemporary software features along with expanded accessibility beyond commercial spaces through both hybrid and SaaS offerings. These initiatives will require significant investment in technology development and sales and marketing.\nWe have achieved certain revenue and cost synergies in connection with combining Oblong and Oblong Industries; we reduced the total of general and administrative, research and development and sales and marketing expenses 49% from $5,656,000 in", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 746210_2020.htm (CIK: 746210, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02912", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nThe information required by this item is incorporated herein by reference from the definitive proxy statement for the annual meeting of shareholders to be held in October 2020, a copy of which will be filed not later than 120 days after the close of the fiscal year.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 916907_2020.htm (CIK: 916907, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02913", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11.\nEXECUTIVE COMPENSATION\nCOMPENSATION OF EXECUTIVE OFFICERS\nThe following table sets forth the annual and long-term compensation paid by us during the fiscal years ended December 31, 2020 and 2019 for services performed on our behalf with respect to the person who served as our executive officer as of December 31, 2020.\nSUMMARY COMPENSATION TABLE\n1.\nDue to the substantial financial impact of the pandemic on the Company\u2019s operations, effective April 1, 2020, Mr. Ricciardi\u2019s base salary was decreased from $200,000 to $150,000. Mr. Ricciardi had received a base salary in 2019 of $200,000, which was increased from $150,000 on September 1, 2019.\n2.\nPursuant to his employment agreement with the Company, Mr. Ricciardi received a bonus of $45,000 in 2020 based on the Company\u2019s 2019 performance. In addition, Mr. Ricciardi received a $10,000 bonus in 2019.\n3.\nMr. Ricciardi was granted 5,119 and 5,036 shares of the Company\u2019s common stock on September 17, 2020 and December 5, 2019, respectively. The value of the shares issued to Mr. Ricciardi in 2020 and 2019 were valued at $16,196 and $28,202, respectively.\n4.\nMr. Ricciardi receives health insurance coverage estimated at a value of approximately $1,571 and $1,067 per month in 2020 and 2019, respectively, and received a match to his 401K contributions of approximately $6,300 and $5,300 in 2020 and 2019, respectively.\nOUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2019\nThere are no outstanding equity awards at December 31, 2020.\n2020 DIRECTOR COMPENSATION TABLE\n1.\nEach non-employee director is entitled to a fee of $1,000 per board meeting and $750 and $500 per committee meeting for committee chairman and committee members, respectively. Each director is also entitled to reimbursement for expenses incurred in connection with attendance at meetings of the Board of Directors.\n2.\nEach non-employee director is eligible to be granted an annual option to purchase shares of our common stock. On December 1, 2020, the Board of Directors granted each non-employee director an option for their service in 2020. Each option was for 3,333 shares and was priced at $2.58 per share, which was the closing sales price of our common stock on December 1, 2020. The options vest on December 1, 2021 and may be exercised until December 1, 2025. See Item 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1128281_2020.htm (CIK: 1128281, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02914", "source": "edgar", "source_license": "public_domain", "text": "Item 6 - Selected Financial Data.\nThe following table sets forth selected consolidated financial data for the years ended December 31, 2016 and December 30 2017, December 29, 2018, December 28, 2019, and December 26, 2020. Net (loss) income and total assets for the years ended December 29, 2018 and December 28, 2019 have been restated due to the correction of errors in the accounting for income taxes related to the valuation allowance against deferred tax assets, which impacted our net deferred tax liabilities. See Note 1 - Basis of Presentation for additional details.\n(1)Includes current portion of long-term debt (at face value) and finance lease obligations in 2019, and capitalized lease obligations in 2016.\n(2)In 2018 we refinanced our term loan, see Note 7 - Long-Term Debt of the Notes to Consolidated Financial Statements for additional information on our current debt.\nItem 7", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, deferred tax. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02915", "source": "edgar", "source_license": "public_domain", "text": "Item 11 - Executive Compensation\nInformation required by this Item is incorporated by reference to the similarly named section of NRG's Definitive Proxy Statement for its 2021 Annual Meeting of Stockholders.\nItem 12", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1013871_2020.htm (CIK: 1013871, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02916", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation.\nThe following table summarizes the compensation earned by the Company\u2019s principal executive officers during the two years ended December 31, 2020.\nSummary Compensation Table\n__________\n(1)\nThe dollar value of salary (cash and non-cash) earned.\n(2)\nThe dollar value of bonus (cash and non-cash) earned.\n(3)\nThe value of the shares of restricted stock issued as compensation for services computed in accordance with ASC 718 on the date of grant.\n(4)\nThe value of all stock options computed in accordance with ASC 718 on the date of grant.\n(5)\nAll other compensation received that could not be properly reported in any other column of the table. The Company issued a $200,000 note to Mr. Alessi, and $100,000 note to Mr. Chumas in consideration for the purchase of 12,000,000 and 6,000,000 of Class A Preferred Shares from Mr. Alessi and Mr. Chumas, respectively.\n(6)\nMs. Setzer was appointed as our Chief Financial Officer on September 15, 2020.\n(7)\nMr. Rodriguez served as our Chief Financial Officer from November 19, 2019, through September 14, 2020, when he resigned as our Chief Financial Officer.\nLong-Term Incentive Plans. The Company does not provide its officers or employees with pension, stock appreciation rights, long-term incentive or other plans, nor does it provide non-qualified deferred compensation to its officers or employees, and therefore, the Summary Compensation Table above does not include columns for nonequity incentive plan compensation and nonqualified deferred compensation earnings, since there were none.\nEmployee Pension, Profit Sharing or other Retirement Plans. The Company does not have a defined benefit, pension plan, profit sharing or other retirement plan, although it may adopt one or more of such plans in the future.\nExecutive Compensation. During the year ended December 31, 2018, the Company provided Mr. Alessi, in accordance with his employment agreement dated February 12, 2018, 30,000,000 Class A Preferred Shares stock each share having 100 equivalent votes, and 100,000 shares of common stock, each share having 1 vote, having a total value of $30,100. The employment agreement was not renewed in 2019.\nMr. Alessi subsequently transferred 6,000,000 of the Class A Preferred Shares to Chris Chumas, one of the Company\u2019s directors, and returned 12,000,000 shares of Class A Preferred Shares to the Company for cancellation. On July 22, 2019, the Company purchased Mr. Alessi\u2019s 12,000,000 remaining Class A Preferred Shares for $200,000. Payment for the preferred shares was in the form of a Company promissory note issued to Mr. Alessi. The note bears interest at 8% per year, was due and payable on December 31, 2019, is unsecured, and is still outstanding as of the date hereof.\nMr. Rodriguez was paid $825 for his services as CFO of the Company in 2019 and $14,175 for his services as CFO in 2020 prior to his resignation in September of 2020. Mr. Alessi and Ms. Setzer were not compensated by the Company for their services as executive officers during 2020.\nCompensation Committee Interlocks and Insider Participation. During the year ended December 31, 2019, none of the Company\u2019s officers was also a member of the compensation committee or a director of another entity, which other entity had one of its executive officers serving as one of the Company\u2019s directors.\nOutstanding Equity Awards\nOur directors and officers do not have unexercised options, stock that has not vested, or equity incentive plan awards.\nCompensation of Directors\nDirector Compensation Table\n__________\n(1)\nThe dollar value of salary (cash and non-cash) earned.\n(2)\nThe dollar value of bonus (cash and non-cash) earned.\n(3)\nThe value of the shares of restricted stock issued as compensation for services computed in accordance with ASC 718 on the date of grant.\n(4)\nThe value of all stock options computed in accordance with ASC 718 on the date of grant.\n(5)\nAll other compensation received that could not be properly reported in any oth", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1464865_2020.htm (CIK: 1464865, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02917", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation.\nNone of our executive officers, directors or industry advisors have received any cash compensation for services rendered to us. However, we pay our sponsor or its affiliate a total of $10,000 per month for office space, utilities, secretarial support and administrative services. We may also engage Adit, or another affiliate of our sponsor, as our lead financial advisor in connection with our initial business combination and may pay such affiliate a customary financial advisory fee in an amount that constitutes a market standard financial advisory fee for comparable transactions. Our initial stockholders, officers, directors, industry advisor and any of their respective affiliates will also be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our independent directors will review on a quarterly basis all payments that were made, directly or indirectly, to our sponsor, officers, directors, industry advisors or our or any of their affiliates.\nAfter the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting, management or other fees from the combined company. All of these fees will be fully disclosed to stockholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our stockholders in connection with a proposed business combination. It is unlikely the amount of such compensation will be known at the time, because the directors of the post-combination business will be responsible for determining executive officer and director compensation. Any compensation to be paid, directly or indirectly, to our executive officers will be determined by a compensation committee constituted solely by independent directors.\nWe do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our management team may negotiate employment or consulting arrangements to remain with us after the initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management\u2019s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our management team that provide for benefits upon termination of employment.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1830029_2020.htm (CIK: 1830029, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02918", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data\nThe following data should be read in conjunction with the annual consolidated financial statements, related notes and other financial information appearing elsewhere herein.\n(1)Our fiscal year ends on the last Sunday in September. The fiscal years ended September 27, 2020, September 29, 2019, September 24, 2017 and September 25, 2016 each included 52 weeks. The fiscal year ended September 30, 2018 included 53 weeks.\n(2)Revenues in fiscal 2020 included $1.8 billion resulting from the settlement with Huawei. Net income for fiscal 2020 was impacted by $405 million in non-marketable investment impairments.\nRevenues in fiscal 2019 included $4.7 billion resulting from the settlement with Apple and its contract manufacturers. Revenues in fiscal 2019 also reflected the impact of the adoption of the new revenue recognition guidance in the first quarter of fiscal 2019. Operating income in fiscal 2019 was impacted by a $275 million charge attributed to a fine imposed by the European Commission (EC) and $213 million in net charges related to our cost plan that concluded in fiscal 2019 (Cost Plan). Additionally, net income for fiscal 2019 was impacted by a $2.5 billion charge to income tax expense resulting from the derecognition of a deferred tax asset related to the distributed intellectual property and a tax benefit of $570 million due to establishing new U.S. net deferred tax assets from making certain check-the-box elections.\nRevenues in fiscal 2018 were negatively impacted by our prior dispute with Apple and its contract manufacturers, partially offset by $600 million paid under an interim agreement with Huawei. Operating income in fiscal 2018 was further impacted by a $2.0 billion charge related to a fee in connection with the termination of a purchase agreement to acquire NXP Semiconductors N.V., a $1.2 billion charge related to a fine imposed by the EC and $629 million in charges related to our Cost Plan, partially offset by a $676 million benefit resulting from a settlement with the Taiwan Fair Trade Commission (TFTC). Additionally, net loss for fiscal 2018 was impacted by a $5.7 billion charge related to the Tax Legislation.\nRevenues in fiscal 2017 were negatively impacted by actions taken by Apple and its contract manufacturers and Huawei, who did not fully report or fully pay royalties due in the last three quarters of fiscal 2017, as well as a $940 million reduction to revenues recorded related to the BlackBerry arbitration. Operating income was further impacted by $927 million and $778 million in charges related to the fines imposed by the Korea Fair Trade Commission and the TFTC, respectively.\n(3)In the fourth quarter of fiscal 2018, we announced a stock repurchase program authorizing us to repurchase up to $30 billion of our common stock. Under this program, we completed a tender offer and paid an aggregate of $5.1 billion to repurchase shares of our common stock and entered into three accelerated share repurchase agreements to repurchase an aggregate of $16.0 billion of our common stock, resulting in significant reductions to the balances of our cash, cash equivalents and marketable securities, total assets and total stockholders\u2019 equity.\n(4)Short-term debt was comprised of outstanding commercial paper and, in fiscal 2019 and 2017, the current portion of long-term debt.\n(5)Long-term debt was comprised of floating- and fixed-rate notes.\n(6)Other long-term liabilities in this balance sheet data includes noncurrent income taxes payable and noncurrent liabilities for uncertain tax positions and excludes unearned revenues.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax expense, deferred tax, tax benefit. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02919", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nIn addition to the matters set forth under \"Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995\" included immediately prior to Item 1, Business, above, we are subject to a variety of material risks. Our susceptibility to certain risks, including those discussed in detail below, could exacerbate other risks. These risk factors should be considered carefully in evaluating our risk profile.\nCybersecurity and Data Privacy Risks:\nCyberattacks, including acts of war or terrorism, targeted directly on or indirectly affecting our systems or the systems of third parties on which we rely, could severely impair operations, negatively impact our business, lead to the disclosure of confidential information and adversely affect our reputation.\nA successful cyberattack on the information technology systems that control our transmission, distribution, gas and water systems or other assets could impair or prevent us from managing these systems and facilities, operating our systems effectively, or properly managing our data, networks and programs. The breach of certain information technology systems could adversely affect our ability to correctly record, process and report financial information. A major cyber incident could result in significant expenses to investigate and to repair system damage or security breaches and could lead to litigation, fines, other remedial action, heightened regulatory scrutiny and damage to our reputation.\nWe have instituted safeguards to protect our information technology systems and assets. We deployed substantial technologies to system and application security, encryption and other measures to protect our computer systems and infrastructure from unauthorized access or misuse. We also interface with numerous external entities to improve our cybersecurity situational awareness. The FERC, through the North American Electric Reliability Corporation (NERC), requires certain safeguards to be implemented to deter cyberattacks. These safeguards may not always be effective due to the evolving nature of cyberattacks. We maintain cyber insurance to cover damages and defense costs related to breaches of networks or operational technology, but it may be insufficient to cover all losses.\nAny such cyberattacks could result in loss of service to customers and a significant decrease in revenues, which could have a material adverse impact on our financial position, results of operations and cash flows.\nThe unauthorized access to and the misappropriation of confidential and proprietary customer, employee, financial or system operating information could adversely affect our business operations and adversely impact our reputation.\nIn the regular course of business, we, and our third-party suppliers, maintain sensitive customer, employee, financial and system operating information. We are required by various federal and state laws to safeguard this information. Cyber intrusions, security breaches, theft or loss of this information by cybercrime or otherwise could lead to the release of critical operating information or confidential customer or employee information, which could adversely affect our business operations or adversely impact our reputation, and could result in significant costs, fines and litigation. We maintain cyber insurance to cover damages and defense costs arising from unauthorized disclosure of, or failure to protect, private information, as well as costs for notification to, or for credit monitoring of, customers, employees and other persons in the event of a breach of private information. This insurance covers amounts paid to avert, prevent or stop a network attack or the disclosure of personal information, and costs of a qualified forensics firm to determine the cause, source and extent of a network attack or to investigate, examine and analyze our network to find the cause, source and extent of a data breach, but it may be insufficient to cover all losses. Whil", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 72741_2020.htm (CIK: 72741, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02920", "source": "edgar", "source_license": "public_domain", "text": "Item 7A.\nQuantitative and Qualitative Disclosures About Market Risk\nIn the ordinary course of business, the Company is exposed to the impact of fluctuations in foreign exchange rates. The Company does not enter into derivatives or other market risk sensitive instruments for the purpose of speculation or for trading purposes. Market risk sensitive instruments include derivative financial instruments, other financial instruments and derivative commodity instruments, such as futures, forwards, swaps and options, that are exposed to rate or price changes.\nThe Company enters into hops purchase contracts, as described in Note L of the Notes to Consolidated Financial Statements, and makes purchases of other ingredients, equipment and machinery denominated in foreign currencies. The cost of these commitments changes as foreign exchange rates fluctuate. Currently, it is not the Company\u2019s policy to hedge against foreign currency fluctuations.\nThe interest rate for borrowings under the Company\u2019s credit facility is based on either (i) the Alternative Prime Rate (3.25% at December 26, 2020) or (ii) the applicable LIBOR rate (0.15% at December 26, 2020) plus 0.45%, and therefore, subjects the Company to fluctuations in such rates. As of December 26, 2020, the Company had no amounts outstanding under its current line of credit.\nSensitivity Analysis\nThe Company applies a sensitivity analysis to reflect the impact of a 10% hypothetical adverse change in the foreign currency rates. A potential adverse fluctuation in foreign currency exchange rates could negatively impact future cash flows by approximately $2.5 million as of December 26, 2020.\nThere are many economic factors that can affect volatility in foreign exchange rates. As such factors cannot be predicted, the actual impact on earnings due to an adverse change in the respective rates could vary substantially from the amounts calculated above.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 949870_2020.htm (CIK: 949870, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02921", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures about Market Risk\nOur cash equivalents and marketable securities consist of money market funds, asset-backed securities, commercial paper, corporate debt securities and government agency debt. Our primary exposure to market risk is interest rate sensitivity, which is affected by changes in the general level of U.S. interest rates. Our marketable securities are subject to interest rate risk and will fall in value if market interest rates increase. However, due to the short-term nature and low-risk profile of our investment portfolio, we do not expect that an immediate 10% change in market interest rates would have a material effect on the fair market value of our investment portfolio. We have the ability to hold our marketable securities until maturity, and therefore we would not expect our operating results or cash flows to be affected to any significant degree by the effect of a change in market interest rates on our investments.\nThe Loan and Security Agreement with SVB provides for an annual interest rate equal to the greater of (i) the prime rate then in effect as reported in The Wall Street Journal plus 2% and (ii) 6.75%. To the extent that any present or future credit facilities that we enter into are based on a floating interest rate, we will be subject to risks relating to changes in market interest rates. In periods of rising interest rates when we have such debt outstanding, our interest expense would increase. Based upon our debt outstanding of $11.0 million as of December 31, 2020, a 100 basis-point increase in the interest rate on our loan with SVB would result in $0.1 million of additional interest expense on an annualized basis.\nThe uncertainty that exists with respect to the economic impact of the global COVID-19 pandemic has introduced significant volatility in the financial markets during and subsequent to the year ended December 31, 2020.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1557746_2020.htm (CIK: 1557746, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02922", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures about Market Risk\nInterest Rate Risk\nWe have market risk exposure arising from changes in interest rates on our senior secured credit facilities, which bear interest at rates that are benchmarked against LIBOR. Based on our overall interest rate exposure to variable rate debt outstanding as of September 30, 2020, a 1% increase or decrease in interest rates would decrease or increase income (loss) before income taxes by approximately $8.2 million. By comparison, a 1% increase or decrease in interest rates would have decreased or increased income (loss) before income taxes by approximately $9.3 million as of September 30, 2019 based on our overall interest rate exposure to variable rate debt outstanding as of that date.\nIn May 2020, the Company entered into an interest rate swap to mitigate risks associated with variable rate debt. The interest rate swap has a five year term to hedge the variability of interest payments on the first $500 million of the Company\u2019s senior secured debt and fixes the LIBOR rate on this portion of the senior secured debt at 0.55%.\nImpact of Inflation and Tariffs\nOur results of operations and financial condition are presented based on historical cost. Our financial results can be expected to be directly impacted by substantial increases in costs due to commodity cost increases, general inflation and tariffs, which could lead to a reduction in our revenues as well as decreased margins, as increased costs may not be able to be passed on to customers. We cannot provide any assurance that our results of operations and financial condition will not be materially impacted by inflation in the future. The Company engages in activities to adjust pricing practices with customers to attempt to mitigate the inflationary cost impact incurred. Additionally, while we believe that we have experienced supply chain disruptions that were influenced by tariffs, we have managed restrictions in supply from domestic suppliers, delays in shipments or disruptions associated with finding and qualifying alternate suppliers in order to maintain our ability to fulfill customer requirements.\nForeign Currency Risk\nWe have global operations and therefore enter into transactions denominated in various foreign currencies. While we believe we are not susceptible to any material cash impact on our results of operations caused by fluctuations in exchange rates because our operations are primarily conducted in the United States (\u201cU.S.\u201d), if we expand our foreign operations in the future, substantial increases or decreases in the value of the U.S. dollar relative to these other currencies could have a significant impact on our results of operations.\nTo mitigate cross-currency transaction risk, we analyze significant exposures where we have receipts or payments in a currency other than the functional currency of our operations, and from time to time we may strategically enter into short-term foreign currency forward contracts to lock in some or all of the cash flows associated with these transactions. We also are subject to currency translation risk associated with converting our foreign operations\u2019 financial statements into U.S. dollars. We use short-term foreign currency forward contracts and swaps to mitigate the impact of foreign exchange fluctuations on consolidated earnings. We use foreign currency derivative contracts in order to manage the effect of exchange fluctuations on forecasted sales, purchases, acquisitions, inventory, capital expenditures and certain intercompany transactions that are denominated in foreign currencies. We do not use derivative financial instruments for trading or speculative purposes.\nAdditionally, we are subject to foreign exchange translation risk due to changes in the value of foreign currencies in relation to our reporting currency, the U.S. Dollar. At this time the Company\u2019s translation risk is primarily concentrated in the exchange rate between the U.S. ", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02923", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors.\nInvesting in our common stock involves a high degree of risk. You should carefully consider the following risks and uncertainties, together with all other information in this Annual Report on Form 10-K, including our financial statements and related notes and \u201cManagement\u2019s Discussion and Analysis of Results of Operations and Financial Condition,\u201d as well as our other filings with the Securities and Exchange Commission, before investing in our common stock. Any of the risk factors we describe below could adversely affect our business, financial condition or results of operations. The market price of our common stock could decline if one or more of these risks or uncertainties actually occur, causing you to lose all or part of your investment in our common stock. The risks and uncertainties we describe below are not the only ones we face. Additional risks and uncertainties that we currently do not know about or that we currently believe to be immaterial may also impair our business. Certain statements below are forward-looking statements. See \u201cSpecial Note Regarding Forward-Looking Statements and Industry Data\u201d in this Annual Report on Form 10-K.\nRisks related to our business, financial position, and need for additional capital\nWe are a clinical-stage biopharmaceutical company with no products approved for commercial sale, which may make it difficult to evaluate our current business and predict our future success and viability.\nWe are a clinical-stage biopharmaceutical company focused on developing therapeutics for disorders of the brain and nervous system. We were incorporated in June 2015, have no products approved for commercial sale, and have not generated any revenue from product sales. Our operations to date have been limited primarily to organizing and staffing our company, raising capital, and conducting research and development activities for our product candidates.\nWe have not yet obtained marketing approval for any product candidates, manufactured a commercial scale product on our own or through a third party, or conducted sales and marketing activities necessary for successful product commercialization. Our future success and viability are subject to significant uncertainty. We will encounter risks and difficulties frequently experienced by early-stage biopharmaceutical companies in rapidly evolving fields, and we have not yet demonstrated an ability to successfully overcome such risks and difficulties. If we do not address these risks and difficulties successfully, our business will suffer.\nCOVID-19 may materially and adversely affect our business and our financial results.\nThe continued spread of the COVID-19 pandemic declared by the World Health Organization in March 2020 has already and could further adversely impact our clinical and/or preclinical studies. For example, due to the COVID-19 pandemic, on March 27, 2020, we suspended the enrollment of new patients in our ongoing Phase 2 studies of NYX-2925 in painful DPN and fibromyalgia, which we resumed in January 2021 and September 2020, respectively, and in our Phase 2 study of NYX-458 in mild cognitive impairment associated with Parkinson\u2019s disease, which we have resumed certain activities for and expect to recommence screening and enrollment in the coming weeks. COVID-19 has resulted in disruptions in our ability to recruit and retain patients and principal investigators and site staff who, as healthcare providers, may have heightened exposure to COVID-19 if an outbreak occurs in their geography, and has delayed enrollment in our clinical studies due to prioritization of hospital resources toward the outbreak and restrictions in travel. Furthermore, some patients may be unwilling to enroll in our studies or be unable to comply with clinical study protocols if quarantines or travel restrictions impede patient movement or interrupt healthcare services. COVID-19 may also negatively affect the operations of third-party contract research orga", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1674365_2020.htm (CIK: 1674365, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02924", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nCommunity Trust Bancorp, Inc.\nConsolidated Balance Sheets\n*Effective January 1, 2020, the allowance for loan and lease losses became the allowance for credit losses with the implementation of ASU 2016-13, commonly referred to as CECL.\nSee notes to consolidated financial statements.\nConsolidated Statements of Income and Comprehensive Income\n*Effective January 1, 2020, the provision for loan losses became the provision for credit losses with the implementation of ASU 2016-13, commonly referred to as CECL.\nSee notes to consolidated financial statements.\nConsolidated Statements of Changes in Shareholders\u2019 Equity\nSee notes to consolidated financial statements.\nConsolidated Statements of Cash Flows\n*Effective January 1, 2020, the provision for loan losses became the provision for credit losses with the implementation of ASU 2016-13, commonly referred to as CECL.\nSee notes to consolidated financial statements.\nNotes to Consolidated Financial Statements\n1. Accounting Policies\nBasis of Presentation - The consolidated financial statements include Community Trust Bancorp, Inc. (\u201cCTBI\u201d) and its subsidiaries, including its principal subsidiary, Community Trust Bank, Inc. (\u201cCTB\u201d). Intercompany transactions and accounts have been eliminated in consolidation.\nNature of Operations - Substantially all assets, liabilities, revenues, and expenses are related to banking operations, including lending, investing of funds, obtaining of deposits, trust and wealth management operations, full service brokerage operations, and other financing activities. All of our business offices and the majority of our business are located in eastern, northeastern, central, and south central Kentucky, southern West Virginia, and northeastern Tennessee.\nUse of Estimates - In preparing the consolidated financial statements, management must make certain estimates and assumptions. These estimates and assumptions affect the amounts reported for assets, liabilities, revenues, and expenses, as well as affecting the disclosures provided. Future results could differ from the current estimates. Such estimates include, but are not limited to, the allowance for credit losses, valuation of other real estate owned, fair value of securities and mortgage servicing rights, goodwill, and valuation of deferred tax assets.\nThe accompanying financial statements have been prepared using values and information currently available to CTBI.\nGiven the volatility of current economic conditions, the values of assets and liabilities recorded in the financial statements could change rapidly, resulting in material future adjustments in asset values, the allowance for credit losses, and capital.\nCash and Cash Equivalents - CTBI considers all liquid investments with original maturities of three months or less to be cash equivalents. Cash and cash equivalents include cash on hand, amounts due from banks, interest bearing deposits in other financial institutions, and federal funds sold. Generally, federal funds are sold for one-day periods.\nCertificates of Deposit in Other Banks - Certificates of deposit in other banks generally mature within 18 months and are carried at cost.\nInvestments - Management determines the classification of securities at purchase. We classify debt securities into held-to-maturity, trading, or available-for-sale categories. Held-to-maturity securities are those which we have the positive intent and ability to hold to maturity and are reported at amortized cost. In accordance with Financial Accounting Standards Board Accounting Standards Codification (\u201cASC\u201d) 320, Investments - Debt Securities, investments in debt securities that are not classified as held-to-maturity shall be classified in one of the following categories and measured at fair value in the statement of financial position:\na. Trading securities. Securities that are bought and held principally for the purpose of selling them in the near term (thus held for only a ", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 350852_2020.htm (CIK: 350852, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02925", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION Back to Table of Contents\nFor the three fiscal years ended June 30, 2020, 2019 and 2018, we did not pay any compensation to our executive officer and bonus exceeding $100,000.\nExecutive Employment Agreements\nTo date, we have not entered into any employment agreements with our executive officer.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1008653_2020.htm (CIK: 1008653, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02926", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data.\n(1)In 2020, we recognized gains upon the disposition of certain business operations as further discussed in Note (9) of the Notes.\n(2)In 2019, we adopted new lease accounting guidance as further discussed in Note (6) of the Notes.\n(3)In 2018, we adopted new revenue recognition guidance as further discussed in Note (2) of the Notes.\n(4)Includes the impact of certain U.S. income tax reform.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax reform. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02927", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nThis Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the \u201cSecurities Act\u201d) and Section 21E of the Securities Exchange Act of 1934, as amended (the \u201cExchange Act\u201d). These forward-looking statements are not historical facts but rather are based on current expectations, estimates and projections. We may use words such as \u201canticipate,\u201d \u201cexpect,\u201d \u201cintend,\u201d \u201cplan,\u201d \u201cbelieve,\u201d \u201cforesee,\u201d \u201cestimate\u201d and variations of these words and similar expressions to identify forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties, and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted. You should read this report completely and with the understanding that actual future results may be materially different from what we expect. The forward-looking statements included in this report are made as of the date of this report and should be evaluated with consideration of any changes occurring after the date of this Report. We will not update forward-looking statements even though our situation may change in the future and we assume no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.\nResults for the Year Ended December 31, 2020 Compared to the Year Ended December 31, 2019\nRevenues:\nThe Company\u2019s revenues were $342,283 for the year ended December 31, 2020 compared to $477,357 for the year ended December 31, 2019. The company has a strong relationship with DirecTV and has focused its efforts on expanding services outside of the San Francisco metropolitan area. For the years ended December 31, 2020 and 2019, the Company had one major customer who represented approximately 55% and 53% of total revenue, respectively. The decrease in revenue is due to a decrease in customer sales. In addition, Richard Hylen has been focused on expansion in 2020, and local customer base retention has declined. Satel has strong relationships with commercial and residential building owners and management, and as a public company with the adequate funding, Satel can expand its services and anticipates increasing revenues over the next 24 months. Satel recognizes the customer needs, and the importance of competitive pricing and services. The company believes that it can invest its capital into faster internet, bundling of various internet based services, and expanding its customer base into the entire Bay Area as described in the marketing disclosure as a part of this Form 10-K.\nCost of Sales:\nThe Company\u2019s cost of materials was $7,821 for the year ended December 31, 2020, compared to $5,957 for the year ended December 31, 2019. The increase is related to a slight increase in audio/video product sales in 2020.\nOperating Expenses:\nOperating expenses consisted primarily of consulting fees, professional fees, salaries and wages, office expenses and fees associated with preparing reports and SEC filings relating to being a public company. Operating expenses for the years ended December 31, 2020 and December 31, 2019 were $1,097,216 and $4,431,039, respectively. The decrease was primarily attributable to share based compensation and higher wages paid during the year ended December31, 2019.\nOther Income (Expense):\nOther income (expense) for the years ended December 31, 2020 and December 31, 2019 was $(10,695,568) and $(6,852,777), respectively. Other income (expense) consisted of derivative valuation gains and losses, gains or losses on settlement of debt and conversion of debt, and interest expense. The gain or loss on derivative valuation is directly attributable to the change in fair value of the derivative liability. Interest expense is primar", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1399306_2020.htm (CIK: 1399306, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02928", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11.\nEXECUTIVE COMPENSATION\nThe information required by Item 402 and paragraphs (e)(4) and (e)(5) of Item 407 of Regulations S-K regarding executive compensation will be presented under the headings \u201cCOMPENSATION DISCUSSION AND ANALYSIS,\u201d \u201cEmployment and Other Agreements,\u201d \u201cSummary Compensation Table for 2020,\u201d \u201cGrants of Plan-Based Awards in Fiscal Year 2020,\u201d \u201cOutstanding Equity Awards at 2020 Fiscal Year-End,\u201d \u201cOption Exercises and Stock Vested During 2020,\u201d \u201cPotential Payments upon Termination or Change in Control,\u201d \u201cNon-Employee Director Compensation Table,\u201d \u201cCompensation Committee Report,\u201d and \u201cCompensation Committee Interlocks and Insider Participation\u201d in our Proxy Statement, which information is incorporated by reference herein. Notwithstanding the foregoing, the information provided under the heading \u201cCompensation Committee Report\u201d in our Proxy Statement is furnished and shall not be deemed to be filed for purposes of Section 18 of the Exchange Act is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1439095_2020.htm (CIK: 1439095, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02929", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nThe information required by this item will be set forth in the Proxy Statement and is incorporated herein by reference.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1399529_2020.htm (CIK: 1399529, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02930", "source": "edgar", "source_license": "public_domain", "text": "Item 7A.\nQuantitative and Qualitative Disclosures about Market Risk\nInterest Rate Risk\nAs of December 31, 2020, our variable interest rate debt was primarily related to our Credit Facility with NBT Bank. Interest on outstanding revolving loans and our term loan under our Credit Facility accrues at variable rates based on, prime rate, as defined in the Credit Facility, plus a margin. As of December 31, 2020, we had $2.5 million aggregate principal amount of outstanding revolving loans under our Credit Facility with a weighted average interest rate of 3.25%. A 100 basis point increase in the applicable interest rates under our credit facilities would have increased our interest expense by approximately $30,000 for the year ended December 31, 2020.\nAs of December 31, 2020, our fixed interest rate debt primarily included $2.0 million aggregate principal amount of with variable interest rates, which accrued interest at a weighted average interest rate of approximately 4.4%. None of this debt subjects us to interest rate risk, but we may be subject to changes in interest rates if and when we refinance this debt at maturity or otherwise.\nOff-Balance Sheet Arrangements\nThe Company does not have any off-balance sheet arrangements that are reasonably likely to have a current or future effect on its financial condition, revenues, results of operations, liquidity, or capital expenditures.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1634447_2020.htm (CIK: 1634447, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02931", "source": "edgar", "source_license": "public_domain", "text": "Item 7.\nManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nThe following discussion of our consolidated results of operations and financial condition should be read together with the other financial information and consolidated financial statements included in this Annual Report on Form 10-K. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from the results anticipated in the forward-looking statements as a result of a variety of factors, including those discussed in \u201cItem 1A. Risk Factors\u201d and elsewhere in this Annual Report on Form 10-K.\nOverview\nWe are a diversified provider of truck components, oil and gas pipeline components and aerospace and defense electronics. We offer a wide range of manufactured products, often under multi-year sole-source contracts.\nWe are organized into two business segments, Sypris Technologies and Sypris Electronics. Sypris Technologies, which is comprised of Sypris Technologies, Inc. and its subsidiaries, generates revenue primarily from the sale of forged, machined, welded and heat-treated steel components primarily for heavy commercial vehicle and high-pressure energy pipeline applications. Sypris Electronics, which is comprised of Sypris Electronics, LLC, generates revenue primarily through circuit card and full \u201cbox build\u201d manufacturing, high reliability manufacturing, systems assembly and integration, design for manufacturability and design to specification work.\nWe focus on those markets where we believe we have the expertise, qualifications and leadership position to sustain a competitive advantage. We target our resources to support the needs of industry participants that embrace technological innovation and flexibility, coupled with multi-year contractual relationships, as a strategic component of their supply chain management. These contracts, many of which are sole-source by part number, have historically created opportunities to invest in leading-edge processes or technologies to help our customers remain competitive. The productivity and innovation that can result from such investments helps to differentiate us from our competition when it comes to cost, quality, reliability and customer service.\nImpact of COVID-19 on Our Business\nThe COVID-19 pandemic has resulted, and is likely to continue to result, in significant economic disruption and has and will likely continue to adversely affect our business. As of the date of this filing, significant uncertainty exists concerning the continued impact and duration of the COVID-19 pandemic. The Company has continued to operate at each location and sought to remain compliant with government regulations imposed due to the COVID-19 pandemic. The Company began to experience lower revenue late in the first quarter of 2020 due to the COVID-19 pandemic, followed by a more significant impact in the second quarter, especially within the Sypris Technologies group. During periods of lower production, the Company performed certain preventative maintenance procedures on its equipment and utilized resources to continue to make progress on certain strategic initiatives. Towards the end of the second quarter, some state and local jurisdictions started to lift mandatory stay-at-home or shelter-in-place orders and started gradually to ease restrictions. While the COVID-19 pandemic negatively impacted the Company\u2019s results of operations, cash flows and financial position in 2020, management implemented actions to mitigate the financial impact, to protect the health of its employees and to comply with government regulations at each of our locations. Factors deriving from the COVID-19 response that have and may continue to negatively impact sales and gross margin in the future include, but are not limited to: limitations on the ability of our suppliers to manufacture, or procure from manufacturers, the material components we utilize in the manu", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 864240_2020.htm (CIK: 864240, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02932", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nYou should carefully consider each of the following risks and all the other information contained in this Annual Report on Form 10-K in evaluating us and our common units. Although the risks are organized by headings, and each risk is discussed separately, many are interrelated. Our business, financial condition, results of operations and cash flows could be materially and adversely affected by these risks, and, as a result, the trading price of our common units could decline.\nSummary of Risk Factors\nWe have in the past been adversely affected by certain of, and may in the future be materially and adversely affected by, the following:\n\u2022the COVID-19 pandemic;\n\u2022a significant decrease in oil and natural gas production in our areas of operation;\n\u2022challenges in accurately estimating expected production volumes of our producer customers;\n\u2022our dependence on third parties for the oil, natural gas and refined products we gather, transport and store, the natural gas and refinery off-gas we process, and the NGLs we fractionate and stabilize at our facilities;\n\u2022our ability to retain existing customers or acquire new customers;\n\u2022our ability to increase fees enough to cover costs incurred under our gathering, processing, transmission, transportation, fractionation, stabilization and storage agreements;\n\u2022unplanned maintenance of the United States (\u201cU.S.\u201d) inland waterway infrastructure;\n\u2022interruptions in operations at any of our facilities or those of our customers, including MPC;\n\u2022problems affecting our information technology systems;\n\u2022in our joint ventures, our lack of sole decision-making authority, our reliance on our joint venture partners\u2019 financial condition and disputes between us and our joint venture partners;\n\u2022terrorist attacks aimed at our facilities or that impact our customers or the markets we serve;\n\u2022increases to our maintenance or repair costs;\n\u2022severe weather events and other climate conditions;\n\u2022insufficient cash from operations after the establishment of cash reserves and payment of our expenses to enable us to pay the intended quarterly distribution to our unitholders;\n\u2022our substantial debt and other financial obligations;\n\u2022changes to our credit ratings;\n\u2022increases in interest rates;\n\u2022uncertainty relating to the calculation of LIBOR and replacement reference rates;\n\u2022our exposure to the credit risks of our key customers and derivative counterparties;\n\u2022negative effects of our commodity derivative activities;\n\u2022uninsured losses;\n\u2022future costs relating to evolving environmental or other laws or regulations;\n\u2022increased regulation of hydraulic fracturing;\n\u2022climate-related and greenhouse gas emission regulation;\n\u2022societal and political pressures and other forms of opposition to the future development, transportation and use of carbon-based fuels;\n\u2022federal and tribal approvals, regulations and lawsuits relating to our facilities that are located on Native American tribal lands;\n\u2022an indemnifying third party failing to fulfill its indemnification obligations to us;\n\u2022our ability to maintain or obtain real property rights required for our business;\n\u2022the consequences resulting from foreign investment in us or our general partner exceeding certain levels;\n\u2022federal or state rate and service regulation or rate-making policies;\n\u2022costs and liabilities resulting from performance of pipeline integrity programs and related repairs;\n\u2022the Court of Chancery of the State of Delaware being, to the extent permitted by law, the sole and exclusive forum for substantially all disputes between us and our limited partners;\n\u2022future impairments;\n\u2022difficulties in making strategic acquisitions on economically acceptable terms from MPC or third parties;\n\u2022integration risks from significant future acquisitions;\n\u2022the failure by MPC to satisfy its obligations to us, or a significant reduction in volumes transported through our facilities or stored at our storage assets;\n\u2022MPC materially suspending, reducing or terminating its obligations und", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1552000_2020.htm (CIK: 1552000, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02933", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nAn investment in our common stock is subject to risks inherent in our business. Before making an investment decision, you should carefully consider the risks and uncertainties described below together with all of the other information included in this report. The risks described below are not the only ones we face. Additional risks and uncertainties not currently known to us or that are currently deemed to be immaterial may also materially and adversely affect our business, financial condition, capital levels, cash flows, liquidity, results of operations and prospects. The market price of our common stock could decline significantly due to any identified or other risks, and some or all of your investment value could diminish. The risks discussed below include forward-looking statements, and our actual results may differ substantially from those discussed in these forward-looking statements. This report is qualified in its entirety by these risk factors.\nRisks Related to Macroeconomic Conditions\nThe COVID-19 pandemic has adversely impacted our ability to conduct business and is expected to adversely impact our financial results and those of our customers. The ultimate impact will depend on future developments, which are highly uncertain and cannot be predicted, including the scope and duration of the pandemic and actions taken by governmental authorities in response to the pandemic.\nThe worldwide COVID-19 pandemic has caused major economic disruption and volatility in the financial markets both in the United States and globally and has negatively affected our operations and the banking and financial services we provide our customers. In our market areas, stay-at-home orders, social distancing and travel restrictions, and similar orders imposed across the United States to restrict the spread of COVID-19, resulted in significant business and operational disruptions, including business closures, supply chain disruptions, and significant layoffs and furloughs. While the stay-at-home orders have terminated or been phased-out along with reopening of businesses in certain markets, many localities in the western states in which we operate still apply capacity restrictions and health and safety recommendations that encourage continued social distancing and working remotely, limiting the ability of businesses to return to pre-pandemic levels of activity. As an essential business, we continue to provide banking and financial services to our customers at our branch locations. All of our branches are open and we continue to remain flexible as to branch operations based on the guidance provided for the communities in which we operate. In addition, we continue to provide access to banking and financial services through online banking, ATMs and by telephone. To further the well-being of staff and customers, we have implemented measures to allow employees to work from home to the extent practicable. Despite these efforts, if the COVID-19 pandemic worsens it could limit, or disrupt, our ability to provide banking and financial services to our customers.\nMany of our employees continue to work remotely where feasible to enable us to continue to provide banking services to our clients. Heightened cybersecurity, information security and operational risks may result from these remote work-from-home arrangements. We also could be adversely affected if key personnel or a significant number of employees were to become unavailable due to the effects and restrictions of the COVID-19 pandemic. We also rely upon our third-party vendors to conduct business and to process, record and monitor transactions. If any of these vendors are unable to continue to provide us with these services, it could negatively impact our ability to serve our clients. Although we have business continuity plans and other safeguards in place, there is no assurance that such plans and safeguards will be effective.\nTo date, the COVID-19 pandemic has resulted in de", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1730984_2020.htm (CIK: 1730984, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02934", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data\nThe selected statement of comprehensive income (loss) data and selected statement of cash flows data for the years ended December 31, 2020, 2019 and 2018, and the selected balance sheet data as of December 31, 2020 and 2019 have been derived from our audited financial statements included elsewhere in this Annual Report on Form 10-K. The selected statement of comprehensive income (loss) data and selected statement of cash flows data for the years ended December 31, 2017 and 2016, and the selected balance sheet data as of December 31, 2018, 2017 and 2016 have been derived from audited financial statements which are not included in this Annual Report on Form 10-K.\nOur historical results are not necessarily indicative of future results. The selected financial data should be read in conjunction with \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d and our financial statements and related notes included elsewhere in this Annual Report on Form 10-K.\nOn January 13, 2016, we completed our acquisition of Crealta Holdings LLC and on October 25, 2016, we completed our acquisition of Raptor Pharmaceutical Corp. The financial data presented below include the results of operations of the acquired Crealta and Raptor businesses from the applicable dates of acquisition.\n(1)\nOn January 1, 2018, we adopted ASU No. 2014-09, Revenue from Contracts with Customers, on a modified retrospective basis and we reclassified $11.3 million of deferred revenue directly to retained earnings. In addition, as a result of the adoption of ASU No. 2014-09, we now present all allowances for medicine returns in accrued expenses on the consolidated balance sheets. This resulted in a reclassification of $37.9 million and $15.2 million, respectively, of allowances for medicine returns from \u201caccounts receivable, net\u201d to \u201caccrued expenses\u201d in the consolidated balance sheets at December 31, 2017 and 2016.\n(2)\nOn January 1, 2017, we adopted Accounting Standards Update, or ASU, No. 2016-09, Improvements to Employee Share-Based Payment Accounting, on a modified retrospective basis and recorded a decrease of $7.2 million in net deferred tax liabilities and a corresponding decrease in accumulated deficit during the year ended December 31, 2017.\n(3)\nOn January 1, 2018, we adopted ASU No. 2016-16, Income Taxes, on a modified retrospective basis through a cumulative-effect adjustment to retained earnings and we reclassified $9.3 million of unrecognized deferred charges directly to retained earnings.\n(4)\nDuring the year ended December 31, 2019, we prospectively applied the if-converted method to our 2.50% Exchangeable Senior Notes due 2022, or the Exchangeable Senior Notes, when determining the diluted net income (loss) per share. By August 3, 2020, the Exchangeable Senior Notes were fully extinguished through exchanges for ordinary shares or cash redemption. See Note 13 of the Notes to the Consolidated Financial Statements, included in Item 15 of this Annual Report on Form 10-K, for further detail.\n(5)\nOn January 1, 2018, we adopted ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. This resulted in a reclassification of $4.1 million and $55.4 million outflow in the consolidated statement of cash flows for the years ended December 31, 2017 and 2015, respectively, from \u201cnet cash provided by operating activities\u201d to \u201cnet cash provided by (used in) financing activities\u201d.\n(6)\nOn January 1, 2018, we adopted ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash. This resulted in movements in restricted cash of $0.6 million and $5.2 million in the consolidated statement of cash flows for the years ended December 31, 2017 and 2016, respectively, no longer being included in \u201cnet cash (used in) provided by investing activities\u201d.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, deferred tax. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02935", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA.\nThe selected financial data set forth below should be read in conjunction with our \"Management's Discussion and Analysis of Financial Condition and Results of Operations\", our consolidated audited financial statements and notes thereto and the other information contained elsewhere in this report.\n___________________________________\n(1) Fiscal 2017 contains 53 weeks.\nThe items below are included in the Selected Financial Data.\nThe items below amount to a net $20.3 million pretax gain ($20.9 million after tax or $0.82 per share).\n\u2022\na $20.3 million pretax gain ($15.8 million after tax or $0.62 per share) primarily related to the sale of six store properties.\n\u2022\n$5.1 million ($0.20 per share) in tax benefits related to amended state tax return filings and the Taxpayer Certainty and Disaster Tax Relief Act of 2019.\n$2.9 million ($0.11 per share) in tax benefits related to additional federal tax credits and an update of the provisional amounts recorded for the income tax effects of the Tax Cuts and Jobs Act of 2017.\nThe items below amount to a net $4.1 million pretax gain ($80.1 million after tax or $2.71 per share).\n\u2022\na $4.9 million pretax gain ($3.2 million after tax or $0.11 per share) related to the disposal of assets from the sale of a store property and insurance recovery on a previously damaged full-line store location partially offset by a loss on the sale of equipment.\n\u2022\na $0.8 million pretax loss ($0.5 million after tax or $0.02 per share) related to the write-off of certain deferred financing fees in connection with the amendment and extension of the Company's senior unsecured revolving credit facility.\n\u2022\nan estimated tax benefit of approximately $77.4 million ($2.62 per share) related to the Tax Cuts and Jobs Act of 2017.\nA $6.5 million pretax charge ($4.2 million after tax or $0.12 per share) for asset impairment related to the write-down of a cost method investment.\nA $12.6 million pretax gain ($8.1 million after tax or $0.21 per share) primarily related to the sale of four retail store locations.\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax benefit, tax credit. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02936", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nThe information required by this Item 8 is contained on pages through of this Annual Report and is incorporated herein by reference.\nItem 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1356090_2020.htm (CIK: 1356090, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02937", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data.\nSelected Quarterly Financial Information (Unaudited)\nQuarterly periods prior to the third quarter of 2020 reflect the reclassification of our hotel business from continuing to discontinued operations.\n__________\n(1) The Company suspended dividends on its class A common stock beginning with the second quarter of 2020.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1679688_2020.htm (CIK: 1679688, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02938", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nInvestment in our common stock involves significant risk. You should carefully consider the information described in the following risk factors, together with the other information appearing elsewhere in this report, before making an investment decision regarding our common stock. If any of the events or circumstances described in these risks actually occur, our business, financial conditions, results of operations, and future growth prospects would likely be materially and adversely affected. In these circumstances, the market price of our common stock could decline, and you may lose all or a part of your investment in our common stock.\nRisks Related to the COVID-19 Pandemic\nThe COVID-19 global pandemic has had an adverse effect on our operations and the potential commercialization of the licensed intellectual property.\nOn March 11, 2020, the World Health Organization characterized COVID-19 as a global pandemic. We are monitoring the situation closely and our response to the COVID-19 pandemic continues to evolve. Our current principal responsive measures include implementing a mandatory work from home policy when possible, restricting airplane travel, rescheduling inspections and clearances for required regulatory clearances and permits at the commercialization laboratory, delaying sublicense marketing efforts, and updating our planning for future events in recognition of the fact that potential sublicensees are likely experiencing similar operating difficulties. We are also evaluating the impact of the pandemic on required equipment, components, and supplies that we and potential sublicensees will require. We actively monitor COVID-19-related developments and may take further actions that\nalter our business operations as may be required by federal, state, or local authorities or that we determine are in the best interests of our personnel, sublicensees, vendors, and stockholders. The effects of these operational modifications will be reflected in current and future reporting periods.\nFor us, the COVID-19 pandemic substantially delayed the efforts to put the Efficacy Testing laboratory in full service as we worked to complete regulatory inspections and clearances, obtain necessary equipment and supplies, and assemble required international technical expertise, consultants, and personnel. These delays resulted in additional costs and delays in completing the planned testing and, in turn, submitting applications for required regulatory approvals. We are unable to launch our sublicensing program until the Efficacy Demonstration is substantially complete and required regulatory clearances are obtained.\nThe duration and magnitude of the COVID-19 pandemic impact on our business operations and overall financial performance are unknown at this time and will depend on numerous circumstances outside our control or the ability of anyone to predict accurately. The secondary and tertiary unpredictable economic effects on our business and on the worldwide economy could be quite adverse. The probability of reoccurrences of widespread or localized virus outbreaks is high and may continue for many months, likely resulting in further government-ordered lockdowns, stay-home or shelter-in-place orders and social distancing; restrictions on travel; and other extensive measures. Effective treatments for those infected by the virus and a possible preventive vaccine have not been developed and may not be widely accepted if they are developed in the future. We cannot predict the effect of these circumstances on us and our vendors, suppliers, and potential sublicensees; the global economy and political conditions; and the health of our personnel, consultants, and their families; all of which will affect how quickly and to what extent normal economic and operating activities can resume.\nEven after the COVID-19 pandemic has subsided, we may continue to experience an adverse effect on our business as a result of its global economic ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1440153_2020.htm (CIK: 1440153, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02939", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION OF AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION\nThe following discussion provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read along with our financial statements and notes thereto included elsewhere in this Report. Except for historical information contained herein, the following discussion contains forward-looking statements which are subject to known and unknown risks, uncertainties and other factors that may cause our actual results to differ materially from those expressed or implied by such forward-looking statements. We discuss such risks, uncertainties and other factors throughout this Report and specifically under Item 1A of Part I of this Report, Risk Factors. For additional discussion, see \u201cCAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS\u201d above.\nCorporate Overview\nOur Company\nWe are a specialty coffee company and, we believe, the leading single serve pour over coffee co-packer in the United States. Our mission is to leverage our position as a co-packer at the forefront of the North American single serve pour over coffee market to revolutionize the way single serve coffee is enjoyed in the United States. While the United States is our core market, we also have manufacturing and sales operations in Korea and a joint venture in Latin America.\nWe believe we are the only commercial-scale producer of single serve pour over coffee products within the North American market. We intend to leverage our position to be the commercial manufacturer of choice for major companies seeking to enter the single serve pour over coffee market in North America. We target existing high-margin companies and are paid per-package based on the number of single serve pour over coffee products produced by us. Accordingly, we consider our business model to be a form of tolling arrangement, as we receive a fee for almost every single serve pour over coffee product our co-packing customers sell in the North American market. While we financially benefit from the success of our manufacturing customers through the sales of their respective single serve pour over coffee products, we are also able to avoid the risks associated with owning and managing the product and its related inventory.\nFor additional details regarding our business, see the discussion under Business in Item 1 of Part I of this Report, which is incorporated by reference into this Part II, Item 7 of this Report.\nOur sources of revenue\nCo-packing\nWe operate as a third-party contract packager for the finished goods of other major companies operating in the coffee beverage industry. Under these arrangements, we produce and package coffee products according to our customers\u2019 formulations and specifications. We currently focus on fostering co-packing arrangements with larger companies developing pour over coffee products. We believe that as our potential co-packing customers continue to realize that we have the experience co-packing for a variety of customer sizes, we will become the co-packer of choice. The standards required to co-pack for large international companies almost always meet or exceed the standards required to co-pack for any other customer. We also believe that as our co-packing customers\u2019 competitors realize they have a single serve pour over coffee solution, they will be more motivated to develop their own such solution and that will lead to increased co-packing opportunities for us.\nIn addition to larger companies, we package for smaller companies that have significant growth potential. For example, we started packaging for a particular smaller company in July 2017 and continue to do so today. This company started with smaller batch, single product SKUs but over the years has meaningfully increased order sizes as well as the number of SKUs. We are continually looking for new exciting companies with ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1527613_2020.htm (CIK: 1527613, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02940", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures about Market Risk.\nThrough December 31, 2020, our efforts have been limited to organizational activities, activities relating to our initial public offering and since the initial public offering, the search for a target business with which to consummate an initial business combination. We have engaged in limited operations and have not generated any revenues. We have not engaged in any hedging activities since our inception on September 25, 2020. We do not expect to engage in any hedging activities with respect to the market risk to which we are exposed.\nThe net proceeds of the initial public offering and the sale of the private placement warrants held in the trust account at J.P. Morgan Securities LLC, maintained by Continental, acting as trustee, have been invested in U.S. government treasury bills with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1828735_2020.htm (CIK: 1828735, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02941", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\nOVERVIEW\nCohu is a leading supplier of semiconductor test and inspection handlers, micro-electromechanical system (MEMS) test modules, test contactors and thermal subsystems, semiconductor automated test equipment and bare board printed circuit board (PCB) test systems used by global semiconductor and electronics manufacturers and test subcontractors. We offer a wide range of products and services and our revenue from capital equipment products is driven by the capital expenditure budgets and spending patterns of our customers, who often abruptly delay or accelerate purchases in reaction to variations in their business. The level of capital expenditures by these companies depends on the current and anticipated market demand for semiconductor devices and printed circuit boards and the products that incorporate them. Our consumable products are driven by the number of semiconductor devices and printed circuit boards that are tested and by the continuous introduction of new products and new technologies by our customers. As a result, our consumable products provide a more stable recurring source of revenue and generally do not have the same degree of cyclicality as our capital equipment products.\nFor the year ended December 26, 2020, our net sales increased 9.0% year-over-year to $636.0 million. Our consolidated net sales for the years ended December 26, 2020 and December 28, 2019, include Xcerra\u2019s sales for the full year (all twelve months) totaling $331.2 million and $300.8 million, respectively. The year ended December 29, 2018, includes Xcerra\u2019s sales for the three months subsequent to the merger on October 1, 2018, which totaled $94.4 million.\nIn 2019 and 2020, the global semiconductor market was impacted by U.S. and China trade tensions which impacted our customers\u2019 ability to supply product to certain end users resulting in customer test cell utilization below levels that have historically triggered the need for additional capacity. During the first half of 2020 our net sales were negatively impacted by movement control orders and the subsequent supply disruptions caused by the rapid and global spread of COVID-19 and weakness in the automotive market. Demand for equipment used in testing mobility semiconductor applications, data centers and personal computers strengthened during the second half of 2020 driven by the launch and accelerated ramp of our RedDragon RF module for testing 5G, Wi-Fi 6 and Ultra-Wideband devices, and new customers for our Neon inspection platform. We also began to see improved demand from semiconductor automotive and industrial customers and orders for PCB test equipment were at near record levels. Based on improved business conditions, during the second half of 2020, we took action to reduce outstanding principal, by $36.4 million, under our Term Loan B debt associated with the financing of the Xcerra acquisition in October 2018.\nWhile our total sales for the twelve months of 2020 were negatively impacted by the global economic downturn caused by the COVID-19 pandemic, we saw strong demand for our products in the second half of the year and our long-term market drivers and market strategy remain intact. We are encouraged by positive order momentum across our main market segments, and customer traction with our new products going into 2021. We remain optimistic about the long-term prospects for our business due to the increasing ubiquity of semiconductors, the future rollout of 5G networks, increasing semiconductor complexity, increasing quality demands from semiconductor customers, increasing test intensity and continued proliferation of electronics in a variety of products across the automotive, mobility and industrial markets. We are focused on cross-selling opportunities and supporting our customers\u2019 deployment of 5G RF capabilities on next generation smartphones and growing our sales to semiconductor", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 21535_2020.htm (CIK: 21535, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02942", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.\nYou should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and related notes appearing at the end of this Annual Report on Form 10-K. Some of the information contained in this discussion and analysis or set forth elsewhere in this Annual Report on Form 10-K, including information with respect to our plans and strategy for our business and related financing activities, includes forward-looking statements that involve risks and uncertainties. You should read the \"Risk Factors\" section of this Annual Report on Form 10-K, Item 1A, for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.\nOverview\nWe are a clinical stage biopharmaceutical company primarily focused on developing proprietary therapeutics designed to extend life or improve quality of life for cancer patients. We are building a drug development pipeline through the licensing and acquisition of therapeutics in late preclinical and clinical development stages. We leverage our scientific and clinical experience to help reduce the risk of and accelerate the clinical development of our drug product candidates.\nIn December 2019, we completed our initial public offering (including the exercise of the over-allotment by the underwriters) by selling 1,277,778 shares of our common stock at a public offering price of $8.00 per share. Net proceeds were approximately $9.4 million, after deducting underwriting discounts and accrued, unpaid offering expenses. Our common stock began trading on the Nasdaq Capital Market on December 19, 2019.\nIn January 2020, we entered into a Capital on DemandTM Sales Agreement with JonesTrading Institutional Services, LLC (\u201cJonesTrading\u201d), as sales agent, pursuant to which we offered and sold (at our discretion), from time to time, through or to JonesTrading shares of our common stock, having an aggregate offering price of up to $19.7 million. Pursuant to this agreement, through December 31, 2020, we have sold 860,677 shares of our common stock at an average gross price of $9.79 per share for net proceeds of $8,175,290, after fees and commissions of $253,036. From January 1, 2021 through February 11, 2021, we sold an additional 1,104,047 shares of our common stock at an average gross price of $10.20 per share for net proceeds of $10,925,311, after fees and commissions of $338,153.\nIn June 2020, we entered into a 50/50 collaboration development agreement with NorthStar Medical Radioisotopes, LLC (\u201cNorthStar\u201d) to develop potential Radio-Immuno-Therapeutics (\u201cRITs\u201d) to treat severe COVID-19 (patients with SARS-CoV-2 infection). NorthStar is a commercial producer and supplier of medical radioisotopes. This collaboration combines NorthStar\u2019s expertise in the innovative production, supply, and distribution of important medical radioisotopes with our expertise in therapeutic drug development and our pre-IND stage humanized urokinase plasminogen activator receptor (\u201cuPAR\u201d) targeted monoclonal antibody known as MNPR-101, along with a proprietary portfolio of related monoclonal antibodies that target uPAR or its ligand uPA. uPAR seems to be selectively expressed on aberrantly activated immune cells. In response to coronavirus infection, these rogue immune cells produce pro-inflammatory cytokines that can cause runaway inflammation throughout the body, commonly referred to as a cytokine storm. It is this systemic hyper-inflammatory state that is thought to be largely responsible for the severe lung injury and multiple organ damage that contributes to poor outcomes and death in patients with severe COVID-19.\nIn this collaboration, we have coupled MNPR-101 to therapeutic radioisotopes supplied by NorthStar. The resulting conjugat", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1645469_2020.htm (CIK: 1645469, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02943", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nIn addition to the other information in our Annual Report on Form 10-K, you should consider the risks described below that we believe may be material to investors in evaluating the Company. This section contains forward-looking statements, and in considering these statements, you should refer to the qualifications and limitations on our forward-looking statements that are described in Item 1, \u201cBusiness.\u201d\nRisks Related to Our Business\nWe have significant exposure to real estate risk.\nSince our business consists primarily of acquiring, developing, and operating real estate, we are subject to risks related to the ownership and operation of real estate that can adversely impact our business and financial condition. Certain significant costs, such as mortgage payments, real estate taxes, insurance and maintenance, generally are not reduced even when a property\u2019s rental income is reduced. In addition, environmental and tax laws, interest rate levels, the availability of financing and other factors may affect real estate values and property income. Furthermore, the supply of commercial space fluctuates with market conditions.\nSince we derive substantially all our income from real estate operations, we are subject to the following general risks of acquiring and owning real estate related assets that could result in reduced revenues, increased expenses, increased capital expenditures, or increased borrowings, which could negatively impact our operating results, cash flow available for distribution or reinvestment and our stock price:\n\uf0b7changes in the national, state and local economic climate and real estate conditions, such as oversupply of or reduced demand for commercial real estate space and changes in market rental rates;\n\uf0b7how prospective tenants perceive the attractiveness, convenience and safety of our properties;\n\uf0b7difficulties in consummating and financing acquisitions and developments on advantageous terms and the failure of acquisitions and developments to perform as expected;\n\uf0b7our ability to provide adequate management, maintenance and insurance;\n\uf0b7natural disasters, such as earthquakes, fires, hurricanes and floods, which could exceed the aggregate limits of our insurance coverage;\n\uf0b7the consequences of changes in climate, including severe weather events, and the steps taken to prevent climate change, could result in increased capital expenditures and expenses\n\uf0b7the expense of periodically renovating, repairing and re-letting spaces;\n\uf0b7the impact of environmental protection laws;\n\uf0b7compliance with federal, state and local laws and regulations;\n\uf0b7increasing operating and maintenance costs, including property taxes, insurance and utilities, if these increased costs cannot be passed through to customers;\n\uf0b7the result of a future California statewide ballot initiative (or similar legislative or regulatory actions) that could remove the property tax protections of Proposition 13 with respect to our California real estate and result in substantial increases in our California property tax bills;\n\uf0b7adverse changes in tax, real estate and zoning laws and regulations;\n\uf0b7increasing competition from other commercial properties in our market;\n\u200e\n\uf0b7tenant defaults and bankruptcies;\n\uf0b7tenants\u2019 right to sublease space; and\n\uf0b7concentration of properties leased to non-rated private companies with uncertain financial strength.\nThere is significant competition among commercial property operators: Other commercial properties compete with our properties for tenants. Some of the competing properties may be newer and better located than our properties. Competition in the market areas in which many of our properties are located is significant and has affected our occupancy levels, rental rates and operating expenses. We also expect that new properties will be built in our markets. In addition, we compete with other buyers, some of which are larger than us, for attractive commercial properties. Therefore, we may not be able to grow as rapidl", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 866368_2020.htm (CIK: 866368, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02944", "source": "edgar", "source_license": "public_domain", "text": "Item 1A.\nRisk Factors.\nAn\ninvestment in our securities involves a high degree of risk. You should consider carefully all of the risks described below, together\nwith the other information contained in this Annual Report on Form 10-K, including our financial statements and related notes,\nbefore making a decision to invest in our securities. If any of the following events occur, our business, financial condition\nand operating results may be materially adversely affected. In that event, the trading price of our securities could decline,\nand you could lose all or part of your investment.\nRisk\nFactor Summary\nRisks\nRelated to ChargePoint\n\u25cfChargePoint\nis an early stage company with a history of losses, and expects to incur significant\nexpenses and continuing losses for the near term.\n\u25cfIf\nChargePoint fails to manage growth effectively, its business, operating results and financial\ncondition could be affected.\n\u25cfChargePoint\ncurrently faces competition from a number of companies, particularly in Europe, and expects\nto face significant competition in the future as the market for electric vehicle (\u201cEV\u201d)\ncharging develops.\n\u25cfSome\nmembers of ChargePoint\u2019s management have limited experience in operating a public\ncompany.\n\u25cfChanges\nto fuel economy standards or the success of alternate fuels may negatively impact the\nEV market and thus the demand for ChargePoint\u2019s products and services.\n\u25cfChargePoint\u2019s\nfuture growth and success is highly correlated with and thus dependent upon the continuing\nrapid adoption of EVs for passenger and fleet applications.\n\u25cfThe\nreduction, modification, or elimination of rebates, tax credits and other financial incentives\nfrom governments, utilities and others to offset the purchase or operating cost of EVs\nand EV charging stations could cause reduced demand for EVs and EV charging stations,\nwhich would adversely affect ChargePoint\u2019s financial results.\n\u25cfThe\nEV charging market is characterized by rapid technological change, which requires ChargePoint\nto continue to develop new products and product innovations. Any delays in such developments\ncould adversely affect market adoption of its products and ChargePoint\u2019s financial\nresults.\n\u25cfChargePoint\u2019s\nbusiness may be adversely affected if it is unable to protect its technology and intellectual\nproperty from unauthorized use by third parties.\n\u25cfChargePoint\u2019s\nbusiness will depend upon customers renewing their services subscriptions. If customers\ndo not continue to use its subscription offerings or if they fail to add more stations,\nits business and operating results will be adversely affected.\n\u25cfChargePoint\u2019s\nfinancial condition and results of operation are likely to fluctuate on a quarterly basis\nin future periods, which could cause its results for a particular period to fall below\nexpectations, resulting in a decline in the price of the post-combination company\u2019s\ncommon stock.\n\u25cfNew\nChargePoint will incur significant increased expenses and administrative burdens as a\npublic company, which could have an adverse effect on its business, financial condition\nand results of operations.\nRisks\nRelated to Switchback\n\u25cfWe\nare a newly incorporated company with no operating history and no revenues, and you have\nno basis on which to evaluate our ability to achieve our business objective.\n\u25cfPast\nperformance by our management team and NGP may not be indicative of future performance\nof an investment in us.\n\u25cfOur\npublic stockholders may not be afforded an opportunity to vote on an alternate business\ncombination, which means we may complete an initial business combination even though\na majority of our public stockholders do not support such combination.\n\u25cfYour\nonly opportunity to affect the investment decision regarding a potential business combination\nmay be limited to the exercise of your right to redeem your shares from us for cash.\n\u25cfIf\nwe seek stockholder approval of an initial business combination, as we plan to do for\nthe proposed Business Combination, our initial stockholders and management team", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1777393_2020.htm (CIK: 1777393, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02945", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nThe Company has not paid compensation to any executive officer or director. The Company\u2019s subsidiary, GDHI, paid its president and director, Paul Adler, annual compensation of $210,000 and 198,000, for the years ended December 31, 2020, and December 31, 2019, respectively. The Company anticipates that it will continue paying such compensation to Mr. Adler with annual increases as approved by the Board.\nThe Company may choose to pay an additional salary or stock to its executive management in the future.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1725911_2020.htm (CIK: 1725911, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02946", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nStatements contained in this annual report on Form 10-K, including statements describing the objectives, projections, estimates, or predictions of the future of the Federal Home Loan Bank of San Francisco (Bank) or the Federal Home Loan Bank System (FHLBank System), are \u201cforward-looking statements.\u201d These statements may use forward-looking terms, such as \u201canticipate,\u201d \u201cbelieve,\u201d \u201ccould,\u201d \u201cestimate,\u201d \u201cexpect,\u201d \u201cintend,\u201d \u201clikely,\u201d \u201cmay,\u201d \u201cprobable,\u201d \u201cplan,\u201d \u201cproject,\u201d \u201cshould,\u201d \u201cwill,\u201d \u201cwould,\u201d \u201cpossible,\u201d or their negatives or other variations on these terms, and include statements related to, among others, gains and losses on derivatives, plans to pay dividends and redeem or repurchase excess capital stock, future credit losses, future classification of securities, and reform legislation. The Bank cautions that by their nature, forward-looking statements involve risk or uncertainty that could cause actual results to differ materially from those expressed or implied in these forward-looking statements or could affect the extent to which a particular objective, projection, estimate, or prediction is realized. These risks and uncertainties include, among others, the following:\n\u2022changes in economic and market conditions, including conditions in the mortgage, housing, and capital markets;\n\u2022the volatility of market prices, rates, and indices;\n\u2022the timing and volume of market activity;\n\u2022natural disasters, widespread health emergencies (such as the outbreak of COVID-19), terrorist attacks, civil unrest, or other unanticipated or catastrophic events;\n\u2022political events, including legislative, regulatory, judicial, or other developments that affect the Bank, its members, counterparties, or investors in the consolidated obligations of the Federal Home Loan Banks (FHLBanks), such as the impact of any government-sponsored enterprises (GSE) legislative reforms, changes in the Federal Home Loan Bank Act of 1932, as amended (FHLBank Act), changes in applicable sections of the Federal Housing Enterprises Financial Safety and Soundness Act of 1992, or changes in other statutes or regulations applicable to the FHLBanks;\n\u2022changes in the Bank\u2019s capital structure and composition;\n\u2022the ability of the Bank to pay dividends or redeem or repurchase capital stock;\n\u2022membership changes, including changes resulting from mergers or changes in the principal place of business of Bank members;\n\u2022the soundness of other financial institutions, including Bank members, nonmember borrowers, other counterparties, and the other FHLBanks;\n\u2022changes in Bank members\u2019 demand for Bank advances;\n\u2022changes in the value or liquidity of collateral underlying advances to Bank members or nonmember borrowers or collateral pledged by the Bank\u2019s derivative counterparties;\n\u2022changes in the fair value and economic value of, impairments of, and risks associated with the Bank\u2019s investments in mortgage loans and mortgage-backed securities (MBS) or other assets and the related credit enhancement protections;\n\u2022changes in the Bank\u2019s ability or intent to hold MBS and mortgage loans to maturity;\n\u2022competitive forces, including the availability of other sources of funding for Bank members;\n\u2022the willingness of the Bank\u2019s members to do business with the Bank;\n\u2022changes in investor demand for consolidated obligations (including the terms of consolidated obligations) and/or the terms of interest rate exchange or similar agreements;\n\u2022the impact of any changes and developments in FHLBank System-wide debt issuance and governance practices;\n\u2022the ability of each of the other FHLBanks to repay the principal and interest on consolidated obligations for which it is the primary obligor and with respect to which the Bank has joint and several liability;\n\u2022changes in key Bank personnel;\n\u2022technology changes and enhancements, and the Bank\u2019s ability to develop and support technology and information systems sufficient to mana", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1316944_2020.htm (CIK: 1316944, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02947", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. RISK FACTORS\nYou should carefully consider the risks described below together with the other information set forth in this Annual Report on Form 10-K (\u201cAnnual Report\u201d), which could materially affect our business, financial condition and future results. The risks described below are not the only risks facing our company. Risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and operating results. If any of the following risks are realized, our business, financial condition, results of operations and prospects could be materially and adversely affected. In that event, the trading price of our common stock could decline.\nRISK FACTORS SUMMARY\nOur business is subject to a number of risks, including risks that may prevent us from achieving our business objectives or may adversely affect our business, financial condition and results of operations. These risks are discussed more fully below and include, but are not limited to, risks related to:\nRisks Related to the Proposed Merger\n\u25cfThe effect of the pendency of the proposed merger on our business and results of operations\n\u25cfFailure to complete the proposed merger\nRisks Related to Our Business\n\u25cfThe COVID-19 pandemic and its effect on our results of operations, financial position or liquidity\n\u25cfLoss of third-party distribution agents\n\u25cfInadequacy of loss reserve estimates\n\u25cfIneffectiveness of risk management policies\n\u25cfThe occurrence of technology breaches or failures of information technology systems\n\u25cfAdverse changes in the economy\n\u25cfAccess to capital and market liquidity\n\u25cfOur inability to start up or integrate new product opportunities\n\u25cfCyclical changes in the insurance industry\n\u25cfOur ability to compete effectively\n\u25cfA downgrade in our financial strength ratings from A.M. Best\n\u25cfThe effects of natural and man-made catastrophic events\n\u25cfThe uncertain effect of emerging claim and coverage issues\n\u25cfConcentration of insurance and other risk exposures\n\u25cfNegative developments in the workers\u2019 compensation insurance industry\n\u25cfLosses resulting from global climate change and acts of terrorism\n\u25cfOur ultimate financial obligations to the buyers of our U.K. operations\n\u25cfFailure of loss limitation methods\n\u25cfThe uncertainty of models used for risk and loss estimations\n\u25cfThe unavailability or unaffordability of reinsurance\n\u25cfRetention of risk\n\u25cfInability or non-payment of losses by our reinsurers\n\u25cfThe effect of changes in the overall market and/or in the entities in which we invest on our investment results\n\u25cfChanges in the method for determining the London Interbank Offered Rate\n\u25cfOur dependence on the efforts of our principal executive officers and qualified key employees\n\u25cfPerformance of third-party vendors\n\u25cfEmployee and third-party error and misconduct\n\u25cfSignificant interruption in the operation of our facilities, systems and business functions\n\u25cfIncreasing regulatory focus on privacy issues\n\u25cfIncurring increased costs as a result of operating as a public company\n\u25cfFailure to protect our intellectual property rights\n\u25cfChanges in accounting practices\n\u25cfFailure to accurately and timely pay claims\n\u25cfFailure of renewals of existing contracts to meet expectations\nLegal and Regulatory Risks\n\u25cfCompliance with governmental regulation\n\u25cfThe effect of new regulations on our business\n\u25cfRegulatory restraints on our ability to receive dividends from our insurance subsidiaries\n\u25cfFuture changes to U.S. federal income tax laws\n\u25cfLosses from litigation\n\u25cfLimitations on our business due to banking regulations\nRisks Related to Our Status as an Emerging Growth Company\n\u25cfExemptions from various reporting requirements\n\u25cfOur election to use the extended transition period for complying with new or revised accounting standards\nRisks Related to Our Common Stock\n\u25cfLack of, or unfavorable analyst reports\n\u25cfVolatility of our stock price\n\u25cfThe significant influence of our principal stockholders\n\u25cfOur option to rely on certain exemptions available f", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax law. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02948", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nIn addition to the factors affecting specific business operations identified in the description of these operations contained elsewhere in this report, set forth below are risks and uncertainties that could affect our financial results. Unless otherwise indicated or the context otherwise requires, the following risks and uncertainties apply to Pinnacle West and its subsidiaries, including APS.\nREGULATORY RISKS\nOur financial condition depends upon APS\u2019s ability to recover costs in a timely manner from customers through regulated rates and otherwise execute its business strategy.\nAPS is subject to comprehensive regulation by several federal, state and local regulatory agencies that significantly influence its business, liquidity and results of operations and its ability to fully recover costs from utility customers in a timely manner. The ACC regulates APS\u2019s retail electric rates and FERC regulates rates for wholesale power sales and transmission services. The profitability of APS is affected by the rates it may charge and the timeliness of recovering costs incurred through its rates and adjustor recovery mechanisms. Consequently, our financial condition and results of operations are dependent upon the satisfactory resolution of any APS rate proceedings, adjustor recovery and ancillary matters which may come before the ACC and FERC, including in some cases how court challenges to these regulatory decisions are resolved. Arizona, like certain other states, has a statute that allows the ACC to reopen prior decisions and modify otherwise final orders under certain circumstances. Additionally, given that APS is subject to oversight by several regulatory agencies, a resolution by one may not foreclose potential actions by others for similar or related matters, such as the recent resolution of an Arizona Attorney General matter (see Note 11).\nThe ACC must also approve APS\u2019s issuance of equity and debt securities and any significant transfer or encumbrance of APS property used to provide retail electric service, and must approve or receive prior notification of certain transactions between us, APS and our respective affiliates, including the infusion of equity into APS. Decisions made by the ACC or FERC could have a material adverse impact on our financial condition, results of operations or cash flows.\nAPS\u2019s ability to conduct its business operations and avoid negative operational and financial impacts depends in part upon compliance with federal, state and local statutes, regulations and ACC requirements, which may be revised from time to time by legislative or other action, and obtaining and maintaining certain regulatory permits, approvals and certificates.\nAPS must comply in good faith with all applicable statutes, regulations, rules, tariffs, and orders of agencies that regulate APS\u2019s business, including FERC, NRC, EPA, the ACC, and state and local governmental agencies. These agencies regulate many aspects of APS\u2019s utility operations, including safety and performance, emissions, siting and construction of facilities, customer service and the rates that APS can charge retail and wholesale customers. Failure to comply can subject APS to, among other things, fines and penalties. For example, under the Energy Policy Act of 2005, FERC can impose penalties (approximately $1.2 million dollars per day per violation) for failure to comply with mandatory electric reliability standards. APS is also required to have numerous permits, approvals and certificates from these agencies. APS believes the necessary permits, approvals and certificates have been obtained for its existing operations and that APS\u2019s business is conducted in accordance with applicable laws in all material respects.\nChanges in laws or regulations that govern APS, new interpretations of law and regulations, or the imposition of new or revised laws or regulations could have an adverse impact on the manner in which we operate our business and our result", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 7286_2020.htm (CIK: 7286, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02949", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data.\nThe following selected historical consolidated and combined statement of income (loss) data for the years ended December 31, 2020, 2019 and 2018 and the selected historical consolidated balance sheet data as of December 31, 2020 and 2019 are derived from the audited Consolidated and Combined Financial Statements of Wyndham Hotels & Resorts included elsewhere in this report. The selected historical combined statement of income (loss) data for the years ended December 31, 2017 and 2016 and the selected historical combined balance sheet data as of December 31, 2018, 2017 and 2016 are derived from unaudited combined financial statements of Wyndham Hotels & Resorts businesses that are not included in this report. We have prepared our unaudited combined financial statements on the same basis as our audited Consolidated and Combined Financial Statements and, in our opinion, have included all adjustments, which include only normal recurring adjustments, necessary to present fairly in all material respects our financial position and results of operations.\nThe selected historical combined financial data below should be read together with the audited Consolidated and Combined Financial Statements of the Wyndham Hotels & Resorts, including the notes thereto and the other financial information included elsewhere in this report.\n______________________\n(a) In May 2018, we acquired La Quinta Holdings\u2019 hotel franchise and hotel-management business, spanning a portfolio of over 900 La Quinta-branded hotels.\n(b) As described in Note 2 - Summary of Significant Accounting Polices to the Consolidated and Combined Financial Statements contained in Part II, Item 8 of this report, we adopted the new accounting standard related to revenue recognition utilizing the full retrospective transition method on January 1, 2018.\n(c) On June 1, 2018, our separation from Wyndham Worldwide was effected through a tax-free distribution to Wyndham Worldwide\u2019s stockholders of one share of our common stock for every one share of Wyndham Worldwide common stock held as of the close of business on May 18, 2018. As a result, on June 1, 2018, we had 99.8 million shares of common stock outstanding (inclusive of deferred shares and shares that vested upon separation). This share amount is being utilized for the calculation of basic and diluted earnings per share for all periods presented prior to the date of separation.\n(d) Reflects the impact of the adoption of the new accounting standard in 2020 for the measurement of credit losses on financial instruments, the 2019 accounting standard for lease accounting and the 2016 accounting standards related to balance sheet classification of deferred taxes and the presentation of debt issuance costs.\n(e) Represents Wyndham Hotels & Resorts stand-alone stockholders\u2019 equity since May 31, 2018 and Wyndham Worldwide net investment (capital contributions and earnings from operations less dividends) in Wyndham Hotels & Resorts and accumulated other comprehensive income for 2016 through May 31, 2018, the date of our spin-off.\n(f) \u201cAdjusted EBITDA\u201d is defined as net income (loss) excluding net interest expense, depreciation and amortization, impairment charges, restructuring and related charges, contract termination costs, transaction-related items (acquisition-, disposition- or separation-related), foreign currency impacts of highly inflationary countries, stock-based compensation expense and income taxes. We believe that adjusted EBITDA is a useful measure of performance for our segments which, when considered with U.S. Generally Accepted Accounting Principles (\u201cGAAP\u201d) measures, allows a more complete understanding of our operating performance. We use this measure internally to assess operating performance, both absolutely and in comparison to other companies, and to make day to day operating decisions, including in the evaluation of selected compensation decisions. Our presentation of adjusted EBITDA may n", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, deferred tax. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02950", "source": "edgar", "source_license": "public_domain", "text": "Item 7:\nManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nItem 7A:", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1738390_2020.htm (CIK: 1738390, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02951", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\nThe following data should be read in conjunction with the consolidated financial statements and accompanying notes included elsewhere in the Annual Report on Form 10-K. Fiscal 2018 and 2017 have been recast to reflect the Company's retrospective adoption of Accounting Standards Update (\"ASU\") 2014-09, Revenue from Contracts with Customers, and related amendments, collectively referred to as Accounting Standards Codification (\"ASC\") 606. Fiscal 2016 was not recast. Net income for fiscal 2020, 2019, and 2018 has been impacted by the reduced U.S. corporate tax rate enacted by the Tax Cuts and Jobs Act of 2017 (\"TCJA\"), and fiscal 2018 net income contains the related adjustment for the re-measurement of deferred taxes. Acquisitions have affected revenue and net income in fiscal 2020, 2019, and 2018.\n(1) Revenue includes license sales, support and service revenues, and hardware sales, less returns and allowances.\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: deferred tax, tax rate. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02952", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION.\nInformation with respect to this item is incorporated by reference from our Definitive Proxy Statement for the 2021 Annual Stockholders\u2019 Meeting to be filed with the SEC no later than 120 days after the end of our fiscal year.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 944148_2020.htm (CIK: 944148, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02953", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nAGEX THERAPEUTICS, INC. AND SUBSIDIARIES\nCONSOLIDATED BALANCE SHEETS\n(In thousands, except par value amounts)\nSee accompanying notes to the consolidated financial statements.\nAGEX THERAPEUTICS, INC. AND SUBSIDIARIES\nCONSOLIDATED STATEMENTS OF OPERATIONS\n(In thousands, except per share data)\nSee accompanying notes to the consolidated financial statements.\nAGEX THERAPEUTICS, INC. AND SUBSIDIARIES\nCONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS\n(In thousands)\nSee accompanying notes to the consolidated financial statements.\nAGEX THERAPEUTICS, INC. AND SUBSIDIARIES\nCONSOLIDATED STATEMENTS OF STOCKHOLDERS\u2019 EQUITY (DEFICIT)\n(In thousands)\nSee accompanying notes to the consolidated financial statements.\nAGEX THERAPEUTICS, INC. AND SUBSIDIARIES\nCONSOLIDATED STATEMENTS OF CASH FLOWS\n(In thousands)\nSee accompanying notes to the consolidated financial statements.\nAGEX THERAPEUTICS, INC. AND SUBSIDIARIES\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n1. Organization, Basis of Presentation and Liquidity\nAgeX Therapeutics, Inc. (\u201cAgeX\u201d) was incorporated in January 2017 in the state of Delaware as a subsidiary of Lineage Cell Therapeutics, Inc. (\u201cLineage,\u201d formerly known as BioTime, Inc.), a publicly traded, clinical-stage biotechnology company.\nAgeX is a biotechnology company focused on the development and commercialization of novel therapeutics targeting human aging and degenerative diseases. AgeX\u2019s mission is to apply its comprehensive experience in fundamental biological processes of human aging to a broad range of age-associated medical conditions.\nAgeX\u2019s proprietary technology, based on telomerase-mediated cellular immortality and regenerative biology, allows AgeX to utilize telomerase-expressing regenerative pluripotant stem cells (\u201cPSCs\u201d) for the manufacture of cell-based therapies to regenerate tissues afflicted with age-related chronic degenerative disease. AgeX\u2019s main technology platforms and product candidates are:\n\u25cfPureStem\u00ae PSC-derived clonal embryonic progenitor cell lines that may be capable of generating a broad range of cell types for use in cell-based therapies;\n\u25cfUniverCyte\u2122 which uses the HLA-G gene to suppress rejection of transplanted cells and tissues to confer low immune observability to cells;\n\u25cfAGEX-BAT1 using adipose brown fat cells for metabolic diseases such as Type II diabetes and obesity;\n\u25cfAGEX-VASC1 using vascular progenitor cells to treat tissue ischemia such as in peripheral vascular disease and ischemic heart disease; and\n\u25cfInduced tissue regeneration or iTR technology to regenerate or rejuvenate cells to treat a variety of degenerative diseases including those associated with aging, as well as other potential tissue regeneration applications such as scarless wound repair.\nAgeX is an \u201cemerging growth company\u201d as defined in the Jumpstart our Business Startups Act of 2012.\nLineage\u2019s sale of significant ownership interest in AgeX to Juvenescence - On August 30, 2018, Lineage consummated the sale of 14,400,000 shares of common stock of AgeX owned by Lineage to Juvenescence Limited (\u201cJuvenescence\u201d). Prior to the transaction, Juvenescence owned 5.6% of AgeX\u2019s issued and outstanding common stock. Upon completion of the transaction, Lineage\u2019s ownership in AgeX was reduced from 80.4% to 40.2% of AgeX\u2019s issued and outstanding shares of common stock, and Juvenescence\u2019s ownership in AgeX was increased from 5.6% to 45.8% of AgeX\u2019s issued and outstanding shares of common stock. AgeX did not receive any proceeds from the transaction. As a result of that transaction, AgeX ceased to be a subsidiary of Lineage because Lineage experienced a \u201closs of control\u201d of a subsidiary, as defined by generally accepted accounting principles in the U.S. (\u201cGAAP\u201d). Loss of control is deemed to have occurred when, among other things, a parent company owns less than a majority of the outstanding common stock in the subsidiary, lacks a controlling financial interest in the subsidiary and, is unable to", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1708599_2020.htm (CIK: 1708599, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02954", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nTURNING POINT BRANDS, INC.\nCONTENTS\nReport of Independent Registered Public Accounting Firm\nTo the Stockholders and the Board of Directors of Turning Point Brands, Inc.\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheets of Turning Point Brands, Inc. and its subsidiaries (the Company) as of December 31, 2020 and 2019, the related consolidated statements of income, comprehensive income, changes in stockholders\u2019 equity and cash flows for each of the three years in the period ended December 31, 2020, and the related notes to the consolidated financial statements (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.\nBasis for Opinion\nThese financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company\u2019s internal control over financial reporting. Accordingly, we express no such opinion.\nOur audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\n/s/ RSM US LLP\nWe have served as the Company\u2019s auditor since 2006.\nGreensboro, North Carolina\nFebruary 19, 2021\nTurning Point Brands, Inc. and Subsidiaries\nConsolidated Balance Sheets\nDecember 31, 2020 and 2019\n(dollars in thousands except share data)\nThe accompanying notes are an integral part of the consolidated financial statements.\nTurning Point Brands, Inc. and Subsidiaries\nConsolidated Statements of Income\nfor the years ended December 31, 2020, 2019, and 2018\n(dollars in thousands except share data)\nThe accompanying notes are an integral part of the consolidated financial statements.\nTurning Point Brands, Inc. and Subsidiaries\nConsolidated Statements of Comprehensive Income\nfor the years ended December 31, 2020, 2019, and 2018\n(dollars in thousands)\nThe accompanying notes are an integral part of the consolidated financial statements.\nTurning Point Brands, Inc. and Subsidiaries\nConsolidated Statements of Cash Flows\nfor the years ended December 31, 2020, 2019, and 2018\n(dollars in thousands)\nTurning Point Brands, Inc. and Subsidiaries\nConsolidated Statements of Cash Flows (cont.)\nfor the years ended December 31, ", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1290677_2020.htm (CIK: 1290677, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02955", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\na.Results for fiscal 2020 include the results of operations (subsequent to acquisition) of the commercial egg assets acquired from Mahard Egg Farm, which were consolidated with our operations as of October 20, 2019, and the results of operations (subsequent to acquisition) of the remaining non-controlling interest in Texas Egg Products, LLC. Results of the fourth quarter of fiscal 2020 include a $2.4 million income tax benefit related to the net operating loss carryback provisions allowed by the CARES Act.\nb.Operating income for fiscal 2020, 2019 and 2018 includes legal settlement expense of $2.0 million, $2.3 million and $80.8 million, respectively.\nc.Results for fiscal 2019 include the results of operations (subsequent to acquisition) of the commercial egg assets acquired from Featherland Egg Farms, Inc., which were consolidated with our operations as of October 14, 2018.\nd.Results for fiscal 2018 include a $43 million tax benefit related to the Tax Cuts and Jobs Act tax reform legislation and the subsequent revaluation of the Company's deferred tax liabilities at the new, lower tax rates.\ne.Results for fiscal 2017 include the results of operations (subsequent to acquisition) of the commercial egg assets acquired from Foodonics International, Inc., which were consolidated with our operations as of October 16, 2016, and the commercial egg assets of Happy Hen Egg Farms, Inc., which were consolidated with our operations as of February 19, 2017.\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, deferred tax, tax rate, tax benefit. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02956", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nThe following discussion is intended to assist you in understanding our results of operations and our present financial condition. Our historical consolidated financial statements and the accompanying notes included elsewhere in this Annual Report on Form 10-K contain additional information that should be referred to when reviewing this material. For purposes of this Management\u2019s Discussion and Analysis of Financial Condition and Results of Operation, references to \u201cwe,\u201d \u201cour,\u201d \u201cus\u201d or similar terms refer to LGI Homes, Inc. and its subsidiaries.\nKey Results\nKey financial results as of and for the year ended December 31, 2020, as compared to the year ended December 31, 2019, were as follows:\n\u2022Home sales revenues increased 28.8% to $2.4 billion from $1.8 billion.\n\u2022Homes closed increased 21.4% to 9,339 homes from 7,690 homes.\n\u2022Average sales price per home closed increased 6.1% to $253,553 from $239,032.\n\u2022Gross margin as a percentage of home sales revenues increased to 25.5% from 23.7%.\n\u2022Adjusted gross margin (non-GAAP) as a percentage of home sales revenues increased to 27.4% from 25.8%.\n\u2022Net income before income taxes increased 58.7% to $367.8 million from $231.8 million.\n\u2022Net income increased 81.3% to $323.9 million from $178.6 million.\n\u2022EBITDA (non-GAAP) as a percentage of home sales revenues increased to 17.3% from 14.6%.\n\u2022Adjusted EBITDA (non-GAAP) as a percentage of home sales revenues increased to 17.3% from 14.5%.\n\u2022Active communities at the end of 2020 increased to 116 from 106.\n\u2022Total owned and controlled lots increased 28.0% to 61,504 lots at December 31, 2020 from 48,062 lots at December 31, 2019.\nFor reconciliations of the non-GAAP financial measures of adjusted gross margin, EBITDA and adjusted EBITDA to the most directly comparable GAAP financial measures, please see \u201c-Non-GAAP Measures.\u201d\nCOVID-19 Impact and Strategy\nOn March 11, 2020, the World Health Organization declared the current outbreak of COVID-19 to be a global pandemic, and on March 13, 2020, the United States declared a national emergency. In response to these declarations and the rapid spread of COVID-19, federal, state and local governments imposed varying degrees of restrictions on business and social activities to contain COVID-19, including business shutdowns and closures, travel restrictions, quarantines, curfews, shelter-in-place orders and \u201cstay-at-home\u201d orders in certain of our markets. State and local authorities have also implemented multi-step policies with the goal of re-opening various sectors of the economy. However, certain jurisdictions began re-opening only to return to restrictions in the face of increases in new COVID-19 cases, while other jurisdictions are continuing to re-open or have nearly completed the re-opening process despite increases in COVID-19 cases. The COVID-19 outbreak may significantly worsen in the United States during the upcoming months, which may cause federal, state and local governments to reconsider restrictions on business and social activities. In the event governments increase restrictions, the re-opening of the economy may be further curtailed. We have experienced some resulting disruptions to our business operations, as these restrictions have significantly impacted, and may continue to impact, many sectors of the economy, with various businesses curtailing or ceasing normal operations and subsequently attempting to resume operations. In March 2020, we were required to temporarily stop our construction of homes in certain markets in which we do business. Beginning in April 2020, we resumed construction of homes in those markets. Although we continued to build and sell homes in all of our markets, at that time the pace of sales declined and we experienced an increase in the rate of contract cancellations. Since May 2020, the pace of sales has rebounded and we have experienced a sustained increase in demand in our ma", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1580670_2020.htm (CIK: 1580670, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02957", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Trustee\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nOVERVIEW\nYou should read the following discussion in conjunction with Part II, Item 8. \u201cFinancial Statements and Supplementary Data\u201d and Part I, Items 1. and 2. \u201cBusiness and Properties\u201d of this Form 10-K. The results of operations reported and summarized below are not necessarily indicative of future operating results. Unless otherwise specified, all references to \u201cNotes\u201d refer to Notes to Financial Statements located in Part II, Item 8. \u201cFinancial Statements and Supplementary Data\u201d of this Form 10-K. A glossary of definitions for some of the oil and gas industry terms used in this Form 10-K is provided beginning on page 48. Additionally, please refer to the section above entitled \u201cForward-Looking Statements\u201d in this Form 10-K. The information below has been furnished to the Trustee by Highlander Oil & Gas Assets LLC (HOGA).\nCOVID-19 Pandemic and Market Conditions Update\nIn March 2020, the World Health Organization designated the outbreak of the novel coronavirus known as COVID-19 as a pandemic. The COVID-19 pandemic and related economic repercussions have created significant volatility, uncertainty, and turmoil in the oil and natural gas industry. Governments have tried to slow the spread of the virus by imposing social distancing guidelines, travel restrictions, and stay-at-home orders, which have caused a significant decrease in activity in the global economy and the demand for oil and natural gas. Demand and pricing may continue to decline if there is a resurgence of the virus across the U.S. and other locations around the world. The extent of the additional impacts on the oil and natural gas industry, the duration of the COVID-19 pandemic, the speed and effectiveness of vaccine distributions to combat the virus, and further effects on the Royalty Trust cannot be reasonably predicted at this time.\nBusiness Overview\nOn June 3, 2013, Freeport-McMoRan Inc. (FCX) and McMoRan Exploration Co. (MMR) completed the transactions contemplated by the Agreement and Plan of Merger, dated as of December 5, 2012 (the merger agreement), by and among MMR, FCX, and INAVN Corp., a Delaware corporation and indirect wholly owned subsidiary of FCX (Merger Sub). Pursuant to the merger agreement, Merger Sub merged with and into MMR, with MMR surviving the merger as an indirect wholly owned subsidiary of FCX (the merger).\nFCX's oil and gas assets are held through its wholly owned subsidiary, FCX Oil & Gas LLC (FM O&G). As a result of the merger, MMR and McMoRan are both indirect wholly owned subsidiaries of FM O&G.\nThe Royalty Trust is a statutory trust created as contemplated by the merger agreement by FCX under the Delaware Statutory Trust Act pursuant to a trust agreement entered into on December 18, 2012 (inception), by and among FCX, as depositor, Wilmington Trust, National Association, as Delaware trustee, and certain officers of FCX, as regular trustees. On May 29, 2013, Wilmington Trust, National Association, was replaced by BNY Trust of Delaware, as Delaware trustee (the Delaware Trustee), through an action of the depositor. Effective June 3, 2013, the regular trustees were replaced by The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the Trustee).\nThe Royalty Trust was created to hold a 5% gross overriding royalty interest (collectively, the overriding royalty interests) in future production from each of McMoRan's Inboard Lower Tertiary/Cretaceous exploration prospects located in the shallow waters of the Gulf of Mexico and onshore in South Louisiana that existed as of December 5, 2012, the date of the merger agreement (collectively, the subject interests). The subject interests were \u201ccarved out\u201d of the mineral interests acquired by FCX pursuant to the merger and were not considered part of FCX's purchase consideration of MMR. McMoRan has informed the Trustee that it has no plans to pursue, has relinquishe", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1565146_2020.htm (CIK: 1565146, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02958", "source": "edgar", "source_license": "public_domain", "text": "Item 1A.\nRisk Factors.\nRisk Factors Summary\nRisks Relating to COVID-19 Pandemic\n\u2022\nThe Company\u2019s business, financial condition, capital and results of operations have been, and will likely continue to be, adversely affected by the COVID-19 pandemic.\nMarket Risk\n\u2022\nWeakness in the economy has adversely affected the Company in the past and may adversely affect the Company in the future.\n\u2022\nThe Company\u2019s business and financial performance is impacted significantly by market interest rates and movements in those rates over which the Company has no control.\n\u2022\nThe forecasted discontinuation of LIBOR and the emergence of one or more alternative benchmark indices to replace LIBOR could adversely impact the Company\u2019s business and results of operations.\n\u2022\nThe Company\u2019s business and performance is vulnerable to the impact of volatility in debt and equity markets.\n\u2022\nThe Company\u2019s regional concentrations expose it to adverse economic conditions in its primary retail banking office footprint.\nRisks Relating to Compliance and the Regulatory Environment\n\u2022\nThe Company is subject to extensive government regulation and supervision.\n\u2022\nThe Company may be subject to more stringent capital and liquidity requirements.\n\u2022\nM&T\u2019s ability to return capital to shareholders and to pay dividends on common stock may be adversely affected by market and other factors outside of its control and will depend, in part, on a review of its capital plan by the Federal Reserve.\n\u2022\nIf an orderly liquidation of a systemically important BHC or non-bank financial company were triggered, M&T could face assessments for the Orderly Liquidation Fund (\u201cOLF\u201d).\nCredit Risk\n\u2022\nDeteriorating credit quality could adversely impact the Company.\n\u2022\nIf the Company is unable to maintain or grow its deposits, it may be subject to paying higher funding costs.\n\u2022\nThe Company may be adversely affected by the soundness of other financial institutions.\nLiquidity Risk\n\u2022\nThe Company must maintain adequate sources of funding and liquidity.\n\u2022\nM&T relies on dividends from its subsidiaries for its liquidity.\nStrategic Risk\n\u2022\nThe financial services industry is highly competitive and creates competitive pressures that could adversely affect the Company\u2019s revenue and profitability.\n\u2022\nDifficulties in combining the operations of acquired entities with the Company\u2019s own operations may prevent M&T from achieving the expected benefits from its acquisitions.\n\u2022\nM&T could suffer if the Company fails to attract and retain skilled personnel.\nOperational Risk\n\u2022\nThe Company is subject to operational risk which could adversely affect the Company\u2019s business and reputation and create material legal and financial exposure.\n\u2022\nThe Company\u2019s information systems may experience interruptions or breaches in security.\n\u2022\nThe Company could incur higher costs, experience lower revenue, and suffer reputational damage in the event of the theft, loss or misuse of information, including due to a cyber security attack.\n\u2022\nThe Company is subject to laws and regulations relating to the privacy of the information of clients, employees or others, and any failure to comply with these laws and regulations could expose the Company to liability and/or reputational damage.\n\u2022\nM&T relies on other companies to provide key components of the Company\u2019s business infrastructure.\n\u2022\nThe Company is or may become involved from time to time in suits, legal proceedings, information-gathering requests, investigations and proceedings by governmental and self-regulatory agencies that may lead to adverse consequences.\nBusiness Risk\n\u2022\nChanges in accounting standards could impact the Company\u2019s financial condition and results of operations.\n\u2022\nThe Company\u2019s reported financial condition and results of operations depend on management\u2019s selection of accounting methods and require management to make estimates about matters that are uncertain.\n\u2022\nThe Company\u2019s models used for business planning purposes could perform poorly or provide inadequate information.\n\u2022\nThe Company is ex", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 36270_2020.htm (CIK: 36270, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02959", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nThe following discussion of \u201crisk factors\u201d identifies the most significant factors that may adversely affect Ashland\u2019s business, operations, financial position or future financial performance. This information should be read in conjunction with Management\u2019s Discussion and Analysis and the consolidated financial statements and related notes incorporated by reference into this annual report on Form 10-K. The following discussion of risks is designed to highlight what Ashland believes are important factors to consider when evaluating its expectations. These factors could cause future results to differ from those in forward-looking statements and from historical trends.\nCOVID-19 Pandemic\nThe COVID-19 pandemic could have a material adverse effect on Ashland\u2019s business operations, results of operations, cash flows and financial position\nAshland is closely monitoring the impact of the COVID-19 pandemic on all aspects of its business and geographies, including how the pandemic will impact customers, employees, suppliers, vendors, business partners and distribution channels. The COVID-19 pandemic has and may create significant volatility, uncertainty and economic disruption, which may materially and adversely affect Ashland\u2019s business operations, cash flows, liquidity and financial position. The extent to which the COVID-19 pandemic continues to impact Ashland will depend on numerous evolving factors and future developments that are difficult to predict, including: the severity of the virus; the duration of the outbreak; governmental, business and other actions in response to the pandemic (which could include limitations on Ashland\u2019s operations or mandates to provide products or services); the impact of the pandemic on Ashland\u2019s supply chain; the impact of the pandemic on economic activity; the extent and duration of the effect on consumer confidence and spending, customer demand and buying patterns including spending on discretionary categories; the health of and the effect on Ashland\u2019s workforce and its ability to meet staffing needs through the operations and other critical functions, particularly if employees are quarantined as a result of exposure; any impairment in value of tangible or intangible assets which could be recorded as a result of weaker economic conditions; the impact on Ashland\u2019s business and the global economy from governmental actions related to international trade; and the potential effects on internal controls including those over financial reporting as a result of changes in working environments such as shelter-in-place and similar orders that are applicable to employees and business partners, among others. In addition, if the pandemic continues to create disruptions or turmoil in the credit or financial markets, or impacts Ashland\u2019s credit ratings, it could adversely affect Ashland\u2019s ability to access capital on favorable terms and continue to meet its liquidity needs, all of which are highly uncertain and cannot be predicted. In addition, Ashland cannot predict the impact that the COVID-19 pandemic will have on its customers, suppliers, vendors, and other business partners, and each of their financial conditions; however, any material effect on these parties could adversely impact Ashland. The impact of the COVID-19 pandemic may also exacerbate other risks discussed in this Item 1A any of which could have a material effect on Ashland. This situation is changing rapidly and additional impacts may arise that Ashland is not aware of currently.\nBusiness Operations, Financial Performance and Growth\nAshland has set aggressive growth goals for its businesses, including increasing sales, cash flow and margins, in order to achieve its long term strategic objectives. Ashland\u2019s successful execution of its growth strategies and business plans to facilitate that growth involves a number of risks.\nAshland has set aggressive growth goals for its businesses in order to meet long term strategic objectives", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1674862_2020.htm (CIK: 1674862, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02960", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nThe information required by this item will be contained in the Proxy Statement under the heading \u201cExecutive Compensation\" and \"Director Compensation\u201d and is incorporated herein by reference.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1566469_2020.htm (CIK: 1566469, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02961", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nSummary Compensation Table\nThe following table sets forth for 2020, 2019 and 2018 the base salary and other compensation of our (i) President and Chief Executive Officer and (ii) our other two most highly compensated officers for 2020 (our \u201cnamed executive officers\u201d):\n(1)\nThe Option Awards and Stock Awards amounts represent the aggregate grant date fair value of the options to purchase common stock or shares of restricted common stock (as applicable) calculated in accordance with ASC 718, under the assumptions included in Note 5 to our audited financial statements for the year ended December 31, 2020 included in our Annual Report on Form 10-K.\n(2)\nThe All Other Compensation amounts shown reflect the value attributable to term life insurance premiums, certain tax payments and company 401(k) matching for each named executive officer, if applicable, as well as other perquisites described below. Each named executive officer is responsible for paying income tax on such amounts. Pursuant to the terms of his employment agreement, Mr. Quiram received $8,138, $29,413 and $39,721 in 2020, 2019 and 2018, respectively, for travel expenses from his home in Minnesota, temporary housing near our Santa Barbara and Austin facilities, the use of an automobile, and special indemnity payments to cover the taxes resulting from the payment or reimbursement of such travel and housing expenses.\nNarrative Disclosure to Summary Compensation Table\nEmployment Agreement\nWe entered into an employment agreement with Mr. Quiram in 2005, which was amended in 2007. The employment agreement provides for the following:\n\u25cf Appointment as our President, Chief Executive Officer and a member of our Board;\n\u25cf A base salary, which was $315,000 per year for 2008-2009 and increased to $324,450 during 2010;\n\u25cf A bonus of up to 100% of his base salary based upon achievement of annual performance goals to be developed by our Compensation Committee and Mr. Quiram;\n\u25cf Accelerated vesting of all his equity grants in the event of an \u201cInvoluntary Termination\u201d or \u201cChange of Control\u201d (both as defined in his employment agreement);\n\u25cf A severance payment equal to one year\u2019s salary and continued benefits for one year in the event of \u201cInvoluntary Termination\u201d;\n\u25cf In the event of a \u201cChange of Control,\u201d whether or not he is terminated, Mr. Quiram is entitled to (i) payment of two times his annual base salary, (ii) 24 months of benefits coverage, and (iii) accelerated vesting of all of his outstanding equity grants;\n\u25cf Payment or reimbursement of travel expenses from his present home in Minnesota and the lease of an apartment for Mr. Quiram near our Santa Barbara headquarters; and a special indemnity payment for any taxes resulting from the payment or reimbursement of such expenses; and\n\u25cf Lease of an automobile.\nChange of Control Agreements\nWe also have \u201cchange of control\u201d agreements with Mr. Buchanan and Mr. Shelton. The change of control agreement generally provides that, if the employee\u2019s employment is terminated within twenty-four months of a \u201cChange of Control\u201d (as defined in the change of control agreements) either (i) by us for any reason other than death, \u201cCause\u201d or \u201cDisability\u201d (as both terms are defined in the change of control agreements) or (ii) by the employee for \u201cGood Reason\u201d (as defined in the change of control agreements), then the terminated employee will be entitled to severance benefits salary continuation payments and continuation of health/life insurance benefits for 18 months and accelerated vesting for all outstanding unvested stock options and other equity securities held by the employee. Any payments or distributions made to or for the benefit of the named employees under these change of control agreements will be reduced, if necessary, to an amount that would result in no excise taxes being imposed under Internal Revenue Code Section 4999.\nMerger Agreement.\nAs previously disclosed, the \u201coutside date\u201d of the Merger Agreement has passed,", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, internal revenue. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02962", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nFinancial Statements.\nFinancial Statement Schedule.\nThe financial information in the financial statement schedule should be read in conjunction with the consolidated financial statements. We have omitted schedules other than the one listed above because they are not required or are not applicable, or the required information is shown in the financial statements or notes to the financial statements.\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nTo the shareholders and the Board of Directors of MGM Growth Properties LLC\nOpinion on Internal Control over Financial Reporting\nWe have audited the internal control over financial reporting of MGM Growth Properties LLC and subsidiaries (the \u201cCompany\u201d) as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.\nWe have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements and financial statement schedule as of and for the year ended December 31, 2020, of the Company and our report dated February 23, 2021 expressed an unqualified opinion on those financial statements.\nBasis for Opinion\nThe Company\u2019s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management\u2019s Annual Report on Internal Control over Financial Reporting for the Company. Our responsibility is to express an opinion on the Company\u2019s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.\nDefinition and Limitations of Internal Control over Financial Reporting\nA company\u2019s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company\u2019s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of una", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1656936_2020.htm (CIK: 1656936, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02963", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nInvesting in our securities involves risk. Before making an investment decision, you should carefully consider the following information about these risks, together with the other information contained in this Report. Our business, results of operations or financial condition could be adversely affected by any of these risks, which could result in a decline in the market price of our securities, causing you to lose all or part of your investment.\nRisks Related to Our Business\nThe industry in which we do business is highly fragmented and competitive and we face competition from numerous fertilizer manufacturers in China and elsewhere.\nWe compete with numerous local Chinese fertilizer manufacturers. Although we may have greater resources than many of our competitors, most of which are small local fertilizer companies, it is possible that these competitors have better access in certain local markets, an enhanced ability to customize products to certain regions and better established local distribution channels. We also compete with large national competitors in the PRC. Although we have advanced automated humic acid-based fertilizer production lines and greenhouse supported research and development centers, we cannot assure that such large competitors will not develop their own similar production or research and development facilities. Further, China\u2019s access into the World Trade Organization has led to increased foreign competition for us. International producers and traders import products into China that generally are of higher quality than those produced by the local Chinese manufacturers. If they are localized and become familiar with fertilizers we produce, we may face additional competition. If we are not successful in our research, development and production of new products and/or in our marketing and advertising efforts to increase awareness of our brands, our revenues could decline, which might have a material adverse effect on our business, financial condition, results of operations and share price.\nOur major competitors may be able to endure downturns in our industrial sector more than we are. When facing reduced demand for our products, we can either choose to maintain market share by reducing selling prices to meet competition, or to maintain the prices while sacrificing a portion of market share. Our overall profitability likely would be reduced in either case. In addition, we cannot assure you that additional competitors will not enter our existing markets, or that we will be able to compete successfully against existing or new competitors.\nIf we are unable to design, manufacture, and market fertilizer products in a timely and efficient manner, we may not remain as competitive.\nMany of our fertilizer products are characterized by short product development cycles as they target the unique climate and soil conditions where our customers are located. Accordingly, we devote a substantial amount of resources to product development. To compete successfully, we must develop new and/or improved fertilizer products that cater to customer needs. New fertilizers may not be easily developed. As a result, we may experience performance difficulties, which may result in delays, setbacks and cost overruns. Our inability to develop and offer new and/or improved fertilizer products or to achieve customer acceptance of these products could limit our ability to compete in the market or to grow revenues at a desired rate.\nOur proprietary fertilizer formula may become obsolete or be unintentionally disclosed to competitors, which could materially adversely affect the competitiveness of our future fertilizer products.\nOur proprietary fertilizer formula is the base for producing our fertilizer. Our future success will depend upon our ability to address the increasingly sophisticated needs of our customers by supplying existing humic acid fertilizer products and by developing new products on a timely basis that keep ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 857949_2020.htm (CIK: 857949, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02964", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION\nThe information required by Part III - Item 11 is incorporated by reference from \u201cCorporate Governance\u201d and \u201cExecutive Compensation,\u201d including \u201cCompensation Discussion and Analysis,\u201d \u201cCompensation and Talent Committee Report\u201d and \u201cCompensation Tables\u201d in the proxy statement to be filed for the May 2021 annual meeting of shareholders for Sempra Energy and from the information statement to be filed for the June 2021 annual meeting of shareholders for SoCalGas. In all cases, only the specific information that is expressly required by this item is incorporated herein by reference.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 86521_2020.htm (CIK: 86521, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02965", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\nThe following tables set forth our selected historical consolidated financial and other data as of the dates and for the periods indicated. The selected historical financial data are derived from our audited consolidated financial statements. Certain prior period amounts have been reclassified to conform to the 2020 presentation. Historical results are not necessarily indicative of the results to be expected for future periods. Acquisitions and dispositions impact the comparability of the historical consolidated financial data reflected in this schedule of Selected Financial Data.\nThe selected historical consolidated financial and other data should be read in conjunction with \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d and our consolidated financial statements and the related notes thereto located within Item 8 of Part II of this Annual Report on Form 10-K.\n(1)We recorded non-cash impairment charges of $1,738.8 million, $0.0 million, $91.4 million $33.2 million, $6.0 million and $0.7 million during 2020, the period from May 2, 2019 through December 31, 2019, the period from January 1, 2019 through May 1, 2019, 2018, 2017 and 2016, respectively. Our impairment charges are discussed more fully in Item 8 of Part II of this Annual Report on Form 10-K.\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 1400891_2020.htm (CIK: 1400891, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02966", "source": "edgar", "source_license": "public_domain", "text": "Item 8. Financial Statements and Supplementary Data\nReference is made to Pages through comprising a portion of this Report.\nITEM 9.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1820630_2020.htm (CIK: 1820630, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02967", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nThe following discussion should be read in conjunction with the Consolidated Financial Statements and the accompanying notes thereto. Historical results and percentage relationships set forth in the Consolidated Financial Statements and accompanying notes, including trends which might appear, should not be taken as indicative of future operations.\nExecutive Summary\nOur Company\nBrixmor Property Group Inc. and subsidiaries (collectively, \u201cBPG\u201d) is an internally-managed real estate investment trust (\u201cREIT\u201d). Brixmor Operating Partnership LP and subsidiaries (collectively, the \u201cOperating Partnership\u201d) is the entity through which BPG conducts substantially all of its operations and owns substantially all of its assets. BPG owns 100% of the common stock of BPG Subsidiary Inc. (\u201cBPG Sub\u201d), which, in turn, is the sole member of Brixmor OP GP LLC (the \u201cGeneral Partner\u201d), the sole general partner of the Operating Partnership. Unless stated otherwise or the context otherwise requires, \u201cwe,\u201d \u201cour,\u201d and \u201cus\u201d mean BPG and the Operating Partnership, collectively. We believe we own and operate one of the largest open-air retail portfolios by gross leasable area (\u201cGLA\u201d) in the United States (\u201cU.S.\u201d), comprised primarily of community and neighborhood shopping centers. As of December 31, 2020, our portfolio was comprised of 393 shopping centers (the \u201cPortfolio\u201d) totaling approximately 69 million square feet of GLA. Our high-quality national Portfolio is primarily located within established trade areas in the top 50 Metropolitan Statistical Areas (\u201cMSAs\u201d) in the U.S., and our shopping centers are primarily anchored by non-discretionary and value-oriented retailers, as well as consumer-oriented service providers. As of December 31, 2020, our three largest tenants by annualized base rent (\u201cABR\u201d) were The TJX Companies, Inc. (\u201cTJX\u201d), The Kroger Co. (\u201cKroger\u201d), and Dollar Tree Stores, Inc. BPG has been organized and operated in conformity with the requirements for qualification and taxation as a REIT under the U.S. federal income tax laws, commencing with our taxable year ended December 31, 2011, has maintained such requirements through our taxable year ended December 31, 2020, and intends to satisfy such requirements for subsequent taxable years.\nOur primary objective is to maximize total returns to our stockholders through consistent, sustainable growth in cash flow. Our key strategies to achieve this objective include proactively managing our Portfolio to drive internal growth, pursuing value-enhancing reinvestment opportunities and prudently executing on acquisition and disposition activity, while also maintaining a flexible capital structure positioned for growth. In addition, as we execute on our key strategies, we do so guided by a commitment to operate in a socially responsible manner that allows us to realize our purpose of owning and managing properties that are the centers of the communities we serve.\nWe believe the following set of competitive advantages positions us to successfully execute on our key strategies:\n\u2022Expansive Retailer Relationships - We believe that the scale of our asset base and our nationwide footprint represent competitive advantages in supporting the growth objectives of the nation\u2019s largest and most successful retailers. We believe that we are one of the largest landlords by GLA to TJX and Kroger, as well as a key landlord to most major grocers and retail category leaders. We believe that our strong relationships with leading retailers afford us unique insight into their strategies and priority access to their expansion plans.\n\u2022Fully-Integrated Operating Platform - We manage a fully-integrated operating platform, leveraging our national scope and demonstrating our commitment to operating with a strong regional and local presence. We provide our tenants with dedicated service through both our national accounts leasing team bas", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax law. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02968", "source": "edgar", "source_license": "public_domain", "text": "Item 11. EXECUTIVE COMPENSATION\nInformation regarding the compensation of our directors and officers for the fiscal year ended May 2, 2020 will be in the Proxy Statement under the heading \u201cProposal One - Election of Directors\u201d and \u201cExecutive Compensation\u201d and is incorporated herein by reference.\nWe maintain a Code of Conduct which applies to all employees, officers and directors. Included in the Code of Conduct are ethics provisions that apply to our Chief Executive Officer, Chief Financial Officer and all other financial and accounting management employees. A copy of our Code of Conduct can be obtained from our website at www.daktronics.com on the Investor Relations page and will be made available free of charge to any shareholder upon request. Information on or available through our website is not part of this Form 10-K. We intend to disclose any waivers from, or amendments to, the Code of Conduct by posting a description of such waiver or amendment on our Internet website. However, to date, we have not granted a waiver from the Code of Conduct.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 915779_2020.htm (CIK: 915779, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02969", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors\nYou should carefully read the following discussion of significant factors, events and uncertainties when evaluating our business and the forward-looking information contained in this Form 10-K. The events and consequences discussed in these risk factors could materially and adversely affect our business, operating results, liquidity and financial condition. While we believe we have identified and discussed below the key risk factors affecting our business, these risk factors do not identify all the risks we face, and there may be additional risks and uncertainties that we do not presently know or that we do not currently believe to be significant that may have a material adverse effect on our business, performance or financial condition in the future.\nOperational & Financial Risk Factors\nOur uneven sales cycle makes planning and inventory management difficult and future financial results less predictable.\nOur quarterly sales often have reflected a pattern in which a disproportionate percentage of each quarter\u2019s total sales occur towards the end of the quarter, in particular for sales of hardware. This uneven sales pattern makes predicting net revenue, earnings, cash flow from operations and working capital for each financial period difficult, increases the risk of unanticipated variations in our quarterly results and financial condition and places pressure on our inventory management and logistics systems. If predicted demand is substantially greater than orders, there may be excess inventory. Alternatively, if orders substantially exceed predicted demand, we may not be able to fulfill all of the orders received in each quarter and such orders may be canceled. Depending on when they occur in a quarter, developments such as an information systems failure, component pricing movements, component shortages or global logistics disruptions could adversely impact our inventory levels and results of operations in a manner that is disproportionate to the number of days in the quarter affected.\nThe variety of products that we sell could cause significant quarterly fluctuations in our gross profit margins, and those fluctuations in margins could cause fluctuations in operating income or loss and net income or loss.\nWe continuously work to expand and improve our products, materials and services offerings, geographic areas in which we operate and the distribution channels we use to reach various target product applications and customers. This variety of products, applications, channels and regions involves a range of gross profit margins that can cause substantial quarterly fluctuations in gross profit and gross profit margins depending upon the mix of product shipments from quarter to quarter. Additionally, the introduction of new products or services may further heighten quarterly fluctuations in gross profit and gross profit margins due to manufacturing ramp-up and start-up costs. We may experience significant quarterly fluctuations in gross profit margins or operating income or loss due to the impact of the mix of products, channels or geographic areas in which we sell our products from period to period.\nOur products and services may experience quality problems from time to time that can result in decreased sales and operating margin, product returns, product liability, warranty or other claims that could result in significant expenses and harm to our reputation.\nWe sell complex hardware and software products, materials and services that can contain undetected design and manufacturing defects or errors when first introduced or as enhancements are released that, despite testing, are not discovered until after the product has been installed and used by customers. Sophisticated software and applications, such as those sold by us, may contain \u201cbugs\u201d that can unexpectedly interfere with the software\u2019s intended operation. Defects may also occur in components and products we purchase from third parties. There can be no a", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 910638_2020.htm (CIK: 910638, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02970", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS\nOF OPERATIONS\nThe following discussion and analysis should be read in conjunction with the \u201cSelected Financial Data\u201d above and our accompanying consolidated financial statements and the notes thereto. Also see \u201cForward-Looking Statements\u201d and \u201cSummary Risk Factors\u201d preceding Part I and Part I, Item 1A, \u201cRisk Factors.\u201d\nOverview\nWe were formed on January 12, 2015 as a Maryland corporation that elected to be taxed as a real estate investment trust (\u201cREIT\u201d) beginning with the taxable year ended December 31, 2015 and we intend to continue to operate in such a manner. Substantially all of our business is conducted through our Operating Partnership, of which we are the sole general partner. Subject to certain restrictions and limitations, our business is externally managed by our advisor pursuant to an advisory agreement. KBS Capital Advisors manages our operations and our portfolio of core real estate properties. KBS Capital Advisors also provides asset-management, marketing, investor-relations and other administrative services on our behalf. Our advisor acquired 20,000 shares of our Class A common stock for an initial investment of $200,000. We have no paid employees.\nWe commenced a private placement offering exempt from registration pursuant to Rule 506(b) of Regulation D of the Securities Act of 1933, as amended (the \u201cSecurities Act\u201d), on June 11, 2015, pursuant to which we offered a maximum of $105,000,000 of shares of our Class A common stock for sale to accredited investors, of which $5,000,000 of Class A shares were offered pursuant to our distribution reinvestment plan. We ceased offering shares in the primary portion of our private offering on April 27, 2016 and processed subscriptions for the primary portion of the private offering dated on or prior to April 27, 2016 through May 30, 2016. KBS Capital Markets Group LLC, an affiliate of our advisor, served as the dealer manager of the offering pursuant to a dealer manager agreement.\nWe sold 8,548,972 shares of our Class A common stock for gross offering proceeds of $76.8 million in our initial private offering, including 74,744 shares of our Class A common stock under our distribution reinvestment plan for gross offering proceeds of $0.7 million.\nOn February 4, 2015, we filed a registration statement on Form S-11 with the SEC to register an initial public offering to offer a maximum of $1,500,000,000 in shares of common stock for sale to the public in the primary offering, consisting of two classes of shares: Class A and Class T and a maximum of $800,000,000 in both classes of shares of our common stock pursuant to our distribution reinvestment plan. The SEC declared our registration statement effective on April 28, 2016 and we retained KBS Capital Markets Group LLC to serve as the dealer manager of the initial public offering. We terminated our primary initial public offering effective June 30, 2017. We terminated our distribution reinvestment plan offering effective August 20, 2020.\nWe sold 122,721 and 270,415 shares of Class A and Class T common stock in the initial primary public offering, respectively, for aggregate gross offering proceeds of $3.9 million. We sold 883,256 and 41,030 shares of Class A and Class T common stock under our distribution reinvestment plan, respectively, for aggregate gross offering proceeds of $8.5 million.\nOn October 3, 2017, we launched a second private placement offering exempt from registration pursuant to Rule 506(c) of Regulation D of the Securities Act pursuant to which offered a maximum of $1,000,000,000 in shares of our Class A common stock to accredited investors. Prior to the launch of the second private placement offering, on September 29, 2017, we entered into a dealer manager agreement (the \u201cNCPS Dealer Agreement\u201d) with KBS Capital Advisors and North Capital Private Securities Corporation (\u201cNCPS\u201d) in connection with the second private placement offeri", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1631256_2020.htm (CIK: 1631256, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02971", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS.\nYou should carefully consider the following risk factors and the other information contained elsewhere in this Annual Report before making an investment in our securities. If any of the following risks occur, our business, financial condition or operating results could be materially harmed. An investment in our securities is speculative in nature, involves a high degree of risk, and should not be made by an investor who cannot bear the economic risk of its investment for an indefinite period of time and who cannot afford the loss of its entire investment. The risks described below are not the only ones that our business faces. Additional risks not currently known to us or that we currently deem to be immaterial may adversely impact our business in the future. Additionally, many of these risks and uncertainties are currently elevated by and may or will continue to be elevated by the COVID-19 pandemic.\nRisks Related to Commercialization\nIf UKONIQ, or any product candidate for which we in the future obtain regulatory approval, does not achieve broad market acceptance among physicians, patients, healthcare payors, and the medical community, the revenues that we generate from product sales will be limited.\nWe have one marketed product, UKONIQ (umbralisib), which received accelerated approval from the FDA on February 5, 2021 for the treatment of relapsed or refractory MZL in patients who have received at least one prior anti-CD20-based regimen and relapsed or refractory FL in patients who have received at least three prior lines of systemic therapy. While we have initiated the commercial launch of UKONIQ in the U.S., we have limited experience as a commercial company and our ability to successfully overcome the risks associated with commercializing drugs in the biopharmaceutical industry, including the risk that our products do not achieve an adequate level of acceptance, remains uncertain. UKONIQ as well as other drugs that we may bring to the market in the future may not gain market acceptance by physicians, patients, third-party payors and others in the healthcare community. If our products do not achieve an adequate level of acceptance, we may not generate significant revenues, and we may not become profitable. The degree of market acceptance of UKONIQ, as well as any future product candidates for which we obtain approval, will depend on a number of factors, including:\n\u25cfthe timing of our receipt of marketing approvals, the terms of such approvals, and the countries in which such approvals are obtained;\n\u25cfthe efficacy, safety and tolerability as demonstrated in clinical trials and as compared to alternative treatments;\n\u25cfthe timing of market introduction of any of our product candidates as well as competitive products;\n\u25cfthe indications for which our products are approved, and other aspects of the approved labeling for such products;\n\u25cfacceptance by physicians, major operators of cancer or neurology clinics, and patients of our products as safe, tolerable and effective treatments;\n\u25cfthe potential and perceived advantages or disadvantages of our products compared to alternative treatments;\n\u25cfour ability to offer our products for sale at competitive prices;\n\u25cfthe availability of adequate reimbursement by third party payors and government authorities;\n\u25cfthe extent of patient cost-sharing obligations, including copays and deductibles;\n\u25cfchanges in regulatory requirements by government authorities for our products;\n\u25cfrelative convenience and ease of administration;\n\u25cfthe prevalence and severity of side effects and adverse events;\n\u25cfthe willingness of the target patient population to try new therapies and of physicians to prescribe these therapies;\n\u25cfthe effectiveness of our sales and marketing efforts;\n\u25cfprotecting our rights in our intellectual property portfolio;\n\u25cfour ability to maintain a reliable supply of our products that meets market demand; and\n\u25cffavorable or unfavorable publicity relating to our products or relating t", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1001316_2020.htm (CIK: 1001316, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02972", "source": "edgar", "source_license": "public_domain", "text": "Item 1A.Risk Factors\nInvestors should carefully consider the following risk factors and warnings before making an investment decision. The risks described below are not the only ones facing SJW Group and its subsidiaries. Additional risks that SJW Group and its subsidiaries does not yet know of or that it currently thinks are immaterial may also impair its business operations. If any of the following risks actually occur, SJW Group and its subsidiaries\u2019 business, operating results or financial condition could be materially affected. In such case, the trading price of SJW Group\u2019s common stock could decline and you may lose part or all of your investment. Investors should also refer to the other information set forth in this Annual Report on Form 10-K, including the consolidated financial statements and the notes thereto.\nRisks Relating To Regulatory and Legal Matters\nOur business is regulated and may be adversely affected by changes to the regulatory environment.\nOur Water Utility Services are regulated public utilities. The operating revenue of SJWC, Connecticut Water, CLWSC and Maine Water is generated primarily from the sale of water at rates authorized by the Regulators. The Regulators set rates that are intended to provide revenues sufficient to recover normal operating expenses, provide funds for replacement of water infrastructure and produce a fair and reasonable return on stockholder common equity. Please refer to Part I, Item 1, \u201cRegulation and Rates\u201d for a discussion of the most recent regulatory proceedings affecting the rates of SJWC and CLWSC. Consequently, our revenue and operating results depend substantially upon the rates the Regulators authorize.\nIn our applications for rate approvals, we rely upon estimates and forecasts to propose rates for approval by the Regulators. No assurance can be given that our estimates and forecasts will be accurate or that the Regulators will agree with our estimates and forecasts and approve our proposed rates. To the extent our authorized rates may be too low, revenues may be insufficient to cover Water Utility Services\u2019 operating expenses, capital requirements and SJW Group\u2019s historical dividend rate. In addition, delays in approving rate increases may negatively affect our operating results and operating cash flows.\nIn addition, policies and regulations promulgated by the regulators govern the recovery of capital expenditures, the treatment of gains from the sale of real utility property, the offset of production and operating costs, the recovery of the cost of debt, the optimal equity structure, and the financial and operational flexibility to engage in non-tariffed operations. If the regulators implement policies and regulations that will not allow SJWC, Connecticut Water, CLWSC and Maine Water to accomplish some or all of the items listed above, Water Utility Services\u2019 future operating results may be adversely affected. Further, from time to time, the commissioners at the Regulators may change. Such changes could lead to changes in policies and regulations and there can be no assurance that the resulting changes in policies and regulation, if any, will not adversely affect our operating results or financial condition.\nIf the CPUC disagrees with our calculation of SJWC\u2019s memorandum and balancing accounts, we may be required to make adjustments that could adversely affect our results of operations. Under a 2007 Connecticut law, PURA authorizes regulated\nwater companies to use a rate adjustment mechanism, known as WICA, for eligible projects completed and in service for the benefit of the customers. Maine legislature enacted a law that allows Maine Water expedited recovery of investments in water systems infrastructure replacement, both treatment and distribution, through WISC, similar to WICA in Connecticut. Maine Water began to use the WISC during 2014. There is no guarantee that these regulatory authorities will approve our applications to recover all or a portion of our c", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 766829_2020.htm (CIK: 766829, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02973", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\nOur Business\nWe develop, sell and support products that protect any-sized company or government organization by fusing advanced threat intelligence with real-time artificial intelligence to neutralize cyberattacks as they occur - including Zero-Day attacks. We market and distribute our solutions through a direct sales force and value-added resellers. Our end-user customers include U.S. federal government entities, state and local government entities, and companies ranging in size from mid-market to large enterprises.\nOur Solutions\nINTRUSION Shield\nINTRUSION Shield, our cornerstone cybersecurity solution is a comprehensive, real-time AI-based Security-as-a-Service that inspects and kills all dangerous network connections before they can do damage. What makes our approach unique is that it inspects every packet of inbound and outbound traffic and analyzes the reputation of the IP addresses (source and destination), the domain and ports it is communicating on, along with many other fields in the packet to neutralize malicious connections.\nMost breaches today are caused by malware free compromises that trigger no alarms in a firewall or endpoint solution. The common denominator is network communications, which Shield monitors and analyses, allowing Shield to identify and stop all attacks, even malware-free attacks. Shield\u2019s capabilities continuously evolve based on constant machine learning and neural networking technology. Unlike traditional industry approaches that rely heavily on human mitigation and defensive approaches, which malicious actors and nation states have learned to bypass, Shield\u2019s proprietary architecture isolates and neutralizes malicious traffic and network flows that existing solutions cannot identify before they harm a corporation or government organization.\nShield is designed as a next generation Network Detection and Response solution. After 30 years of providing research, analysis, tools and services to the federal government and enterprise corporations, Intrusion possesses a comprehensive and proprietary data set of petabytes of Internet traffic, including information about the activities of malicious online actors. Shield integrates this rich TraceCop data set with artificial intelligence (AI) and Savant real-time process flow technology to provide our customers with a unique and affordable tool to detect, identify, and neutralize cyberattacks. In particular, the Shield AI has been specifically trained to identify and stop Zero-Day attacks and ransomware, the most prolific and crippling forms of malware today.\nINTRUSION TraceCop\nINTRUSION TraceCop is our big data tool with extensive IP intelligence canvassing the entire Internet. It contains largest repository of reputation information on known good and known bad active IP addresses (both IPv4 and IPv6). TraceCop contains an inventory of network selectors and enrichments useful to support forensic investigations. The data contains a history of IPv4 and IPv6 block allocations and transfers, historical mappings of IP addresses to Autonomous Systems (ASNs) as observed through BGP, and approximately one billion historically registered domain names and registration context. TraceCop contains tens of billions of historic DNS resolutions of Fully Qualified Domain Names (FQDNs or hostnames) on each of these domains. Together, this shows relationships, hosting, and attribution for Internet resources. TraceCop also contains web server content surveys of content, such as natural language and topic of the content on hundreds of millions of websites and servers and OS fingerprints of services showing applications running on an IP. This context allows Shield to assess the use and purpose of an Internet resource. TraceCop also contains a history of threat and reputation for each hostname and IP address over time. All this makes it a very effective network forensics and cyberse", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 736012_2020.htm (CIK: 736012, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02974", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nENTERGY CORPORATION\nInformation concerning compensation earned by the directors and officers of Entergy Corporation is set forth in its Proxy Statement, to be filed in connection with the Annual Meeting of Shareholders to be held May 7, 2021, under the headings \u201cCompensation Discussion and Analysis,\u201d \u201cAnnual Compensation Programs Risk Assessment,\u201d \u201cExecutive Compensation Tables,\u201d \u201cPay Ratio Disclosure,\u201d \u201cOur 2021 Director Nominees,\u201d and \u201c2020 Non-Employee Director Compensation,\u201d all of which information is incorporated herein by reference. References in this section to the \u201cCompany\u201d refer to Entergy Corporation.\nENTERGY ARKANSAS, ENTERGY LOUISIANA, ENTERGY MISSISSIPPI, ENTERGY NEW ORLEANS, AND ENTERGY TEXAS\nCOMPENSATION DISCUSSION AND ANALYSIS\nThis Compensation Discussion and Analysis describes Entergy Corporation\u2019s executive compensation policies, programs, philosophy and decisions regarding the Named Executive Officers (\u201cNEOs\u201d) for 2020. It also explains how and why the Personnel Committee of Entergy Corporation\u2019s Board of Directors arrived at the specific compensation decisions involving the NEOs in 2020 who were:\n(1)Messrs. Bakken, Brown, Denault, Marsh, and West hold the positions referenced above as executive officers of Entergy Corporation and are members of Entergy Corporation\u2019s Office of the Chief Executive (\u201cOCE\u201d). No additional compensation was paid in 2020 to any of these officers for their service as NEOs of the Utility operating companies.\nEntergy Corporation\u2019s Compensation Principles and Philosophy\nEntergy Corporation\u2019s executive compensation programs are based on a philosophy of pay for performance that supports its strategy and business objectives. It believes the executive pay programs:\n\u2022Motivate its management team to drive strong financial and operational results by linking pay to performance.\n\u2022Attract and retain a highly experienced, diverse and successful management team.\n\u2022Incentivize and reward the achievement of results that are deemed by the Personnel Committee to be consistent with the overall goals and strategic direction that the Entergy Corporation Board has approved.\n\u2022Create sustainable value for the benefit of all of Entergy Corporation\u2019s stakeholders, including its customers, employees, communities and owners.\n\u2022Align the interests of the executives and Entergy Corporation\u2019s investors in its long-term business strategy by directly tying the value of equity-based awards to Entergy Corporation\u2019s stock price performance and relative total shareholder return.\nExecutive Compensation Best Practices:\nEntergy Corporation regularly reviews its executive compensation programs to align them with commonly viewed best practices in the market and to reflect feedback from discussions with Entergy Corporation\u2019s investors on executive compensation.\nHow Entergy Corporation Makes Compensation Decisions\nThe Personnel Committee oversees the executive compensation programs and policies with the advice of its independent compensation consultant and support from Entergy Corporation\u2019s management team.\n2021 Executive Compensation Program Enhancements\nAnnual Incentive Awards. Feedback from Entergy Corporation\u2019s investors has indicated that environmental, social and governance (or ESG) issues are being viewed as increasingly vital to long-term performance. In addition, investors are expecting more transparency regarding corporate ESG commitments. This echoes Entergy Corporation\u2019s own commitment to ESG and all of its critical stakeholders. Thus, Entergy Corporation conducted a comprehensive review of its incentive program in 2020 to identify and prioritize the optimal incentive metrics - including ESG goals - to use in the 2021 program. Historically, Entergy Corporation has used two financial measures to determine the Entergy Achievement Multiplier (\u201cEAM\u201d), which is the performance metric used to determine the maximum funding available for annual incentive awards. ESG and other performance met", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1427437_2020.htm (CIK: 1427437, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02975", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk\nA smaller reporting company is not required to provide the information required by this Item.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1442999_2020.htm (CIK: 1442999, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02976", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk.\nAs of December 31, 2020, we were not subject to any market or interest rate risk. The net proceeds received into the trust account have been invested in U.S. government treasury bills, notes or bonds with a maturity of 180 days or less or in certain money market funds that invest solely in US treasuries. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1803901_2020.htm (CIK: 1803901, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02977", "source": "edgar", "source_license": "public_domain", "text": "item 7. management\u2019s discussion and analysis of financial condition and results of operations\nThe following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes appearing elsewhere in this Annual Report. In addition to historical information, the following discussion contains forward-looking statements that involve risks, uncertainties and assumptions. See \u201cForward-looking Statements\u201d for a discussion of the uncertainties and assumptions associated with these statements. Our actual results may differ materially from those discussed below.\nOverview\nWe develop eco-friendly \u201cgreen\u201d solutions for the food industry. Our solutions are developed to improve the food safety and shelf life of fresh produce. We do this by controlling human and plant pathogens, thereby reducing spoilage, and in turn, reducing food loss.\nOur products are based on a proprietary blend of food acids which have a synergistic effect when combined with certain types of oxidizing agent-based sanitizers and fungicides at low concentrations. Our green products are capable of cleaning, sanitizing and controlling pathogens on fresh produce with the goal of making them safer for human consumption and extending their shelf life by reducing their decay. One of the main advantages of our products is that our active ingredients do not leave any toxicological residues on the fresh produce we treat. In contrary, by forming a temporary protective shield around the fresh produce we treat, our products make it difficult for pathogens to develop and potentially provide protection which also reduces cross-contamination.\nComponents of Results of Operation\nRevenues and Cost of Revenues\nOur total revenue consists of products and our cost of revenues consists of cost of products.\nThe following table discloses the breakdown of revenues and costs of revenues:\nOperating Expenses\nOur current operating expenses consist of three components - research and development expenses, selling and marketing expenses and general and administrative expenses.\nResearch and Development Expenses, net\nOur research and development expenses consist primarily of salaries and related personnel expenses, share base compensation, professional fees and other related research and development expenses such as field tests.\nThe following table discloses the breakdown of research and development expenses:\nWe expect that our research and development expenses will increase as we continue to develop our products and services, field trials and recruit additional research and development employees.\nSelling and Marketing Expenses\nSelling and marketing expenses consist primarily of salaries and related expenses, share based compensation and other expenses.\nThe following table discloses the breakdown of selling and marketing expenses:\nWe expect that our selling and marketing expenses will increase as we continue to increase our selling and marketing efforts including commercial validation pilots and recruit additional employees or contractor to support our selling and marketing efforts in our targeted geographical areas.\nGeneral and Administrative Expenses\nGeneral and administrative expenses consist primarily of professional services, share based compensation and other non-personnel related expenses.\nThe following table discloses the breakdown of general and administrative expenses:\nComparison of the Year Ended December 31, 2020 to the Year Ended December 31, 2019\nResults of Operations\nThe following table summarizes our results of operations for the years ended December 31, 2020 and 2019, together with the changes in those items in dollars:\nRevenues\nRevenues for the year ended December 31, 2020 were $232,274, an increase of $56,451, or 32%, compared to total revenues of $175,823 for the year ended December 31, 2019. The increase is mainly a result of the Company\u2019s sales of its new products, which the Company commenced in", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1789192_2020.htm (CIK: 1789192, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02978", "source": "edgar", "source_license": "public_domain", "text": "Item 11. Executive Compensation\nDirector Compensation\nNon-employee members of our Board of Directors, (other than Andrew Rolfe and Michael Recht), are compensated for a full year of service as follows; directors who serve less than a full year are entitled to a pro-rated portion of the applicable compensation.\nMembers of our Board of Directors also receive reimbursement of expenses for travel to Board of Directors and Board Committee meetings.\nDirector Compensation Table\nThe following table sets forth the total compensation paid to each of our non-employee directors (other than Andrew Rolfe and Michael Recht) for the fiscal year ended February 1, 2020.\n(1)\nAndrew Rolfe and Michael Recht, each of whom was an employee or partner of TowerBrook as of February 1, 2020, did not receive any compensation in respect of their services to our Board of Directors.\n(2)\nAmounts set forth in the Fees Earned or Paid in Cash column represent the aggregate dollar amount of all fees earned or paid in cash for services as a director, including annual retainer fees and committee and/or chairmanship fees.\n(3)\nAmounts set forth in the Stock Awards column represent the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. In fiscal 2019, Messrs. Rahamim, Hansen, Eck, Scully,and Nelson each received a grant of 19,570 Restricted Stock Units (\u201cRSUs\u201d) on March 22, 2019 and a grant of 4,167 Dividend Equivalent Units (DEUs) on April 1, 2019. Ms. Mooney received a pro-rated grant of 13,915 RSUs on April 2, 2019.\n(4)\nThe compensation shown above reflects compensation earned by Mr. Scully prior to his appointment as our Interim President and Chief Executive Officer.\n(5)\nFees for Travis Nelson in fiscal 2019 were paid to Eclipse Investors, LLC.\n(6)\nMs. Mooney resigned from our Board of Directors and from all committees of the Board of Directors on which she served, effective as of April 5, 2020.\nThe following table provides information about the outstanding equity awards held by our members of our Board of Directors as of February 1, 2020.\n(1)\nAndrew Rolfe and Michael Recht, each of whom was an employee or partner of TowerBrook as of February 2, 2019, do not directly hold any equity awards, whether in the form of restricted shares or RSUs.\n(2)\nIn connection with the acquisition of our business by investment funds affiliated with TowerBrook on May 8, 2015, Mr. Rahamim and Ms. Hansen were issued Class A Common Interests of JJill Topco Holdings, LP (\u201cTopco\u201d and such interests, \u201cCommon Interests\u201d). In connection with the IPO, Topco was liquidated and a distribution was made to each of Mr. Rahamim and Ms. Hansen in respect of his or her Common Interests consisting of (i) fully vested shares and (ii) restricted shares subject to vesting conditions consistent with the schedule previously applicable to the Common Interests.\n(3)\nThe award of 52,474 restricted shares is scheduled to vest on May 8, 2020. The award of 19,570 RSUs is scheduled to vest on March 22, 2020.\n(4)\nThe award of 17,491 restricted shares is scheduled to vest on May 8, 2020. The award of 19,570 RSUs is scheduled to vest on March 22, 2020.\n(5)\nThis award of RSUs is scheduled to vest on March 22, 2020.\n(6)\nThis award of RSUs is scheduled to vest on April 2, 2020.\nExecutive Compensation\nSummary Compensation Table\nThe following summary compensation table sets forth information regarding the compensation paid to, awarded to, or earned by our Interim Chief Executive Officer, our Former President and Chief Executive Officer and our two other most highly compensated executive officers, for services rendered in all capacities during the years ended February 2, 2019, and February 1, 2020.\n(1)\nAmounts set forth in the Salary column reflect the amount actually paid to each named executive for Fiscal Years 2018 and 2019 and includes the effect of any mid-year adjustments to their base salaries, if applicable. As of the end of fiscal year 2019, the annual base salary rates for Mr. Webb, an", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1687932_2020.htm (CIK: 1687932, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02979", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6.SELECTED FINANCIAL DATA\nThe following selected financial data should be read in conjunction with the consolidated financial statements and notes under Item 8 of Part II of this Form 10-K.\n(1)Includes the $110.5 million, or $1.52 per diluted share, non-cash reduction in income tax expense in 2017 resulting from the revaluation of net deferred income tax liabilities due to the Tax Cuts and Jobs Act of 2017. Excluding this item, return on average total assets was 5.3%, and return on average stockholders\u2019 equity was 9.0% for 2017. Management believes the exclusion of the tax reform benefit provides a more useful comparison of the Company\u2019s performance from period to period.\n(2)Includes a $3.75 per share special dividend declared in May 2019.\n(3)Stockholders\u2019 equity divided by common shares outstanding as of the end of the period. Book value per share indicates the dollar value remaining for common shareholders if all assets were liquidated at recorded amounts and all debts were paid at recorded amounts.\n(4)Net income expressed as a percentage of average stockholders\u2019 equity. Return on equity is a measure of a corporation\u2019s profitability relative to recorded shareholder investment.\n(5)Net income expressed as a percentage of average total assets. Return on assets is a measure of a corporation\u2019s profitability relative to recorded assets.\n(6)Operating expenses expressed as a percentage of operating revenues. Operating ratio is a common measure used in the trucking industry to evaluate profitability.\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax expense, tax reform. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02980", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nAs a \u201csmaller reporting company\u201d as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information required by this item.\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1493566_2020.htm (CIK: 1493566, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02981", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nThe following discussion of our financial condition and results of operations should be read together with our financial statements audited by MaloneBailey, LLP, our independent registered public accounting firm and the related notes that are included elsewhere in this report. This discussion may contain forward-looking statements based upon current expectations that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under the caption \u201cRisk Factors\u201d or in other parts of this report. See \u201cCautionary Note Regarding Forward-Looking Statements.\u201d\nForward Looking Statements\nSome of the statements contained in this Annual Report that are not historical facts are \u201cforward-looking statements\u201d which can be identified by the use of terminology such as \u201cestimates,\u201d \u201cprojects,\u201d \u201cplans,\u201d \u201cbelieves,\u201d \u201cexpects,\u201d \u201canticipates,\u201d \u201cintends,\u201d or the negative or other variations, or by discussions of strategy that involve risks and uncertainties. We urge you to be cautious of the forward-looking statements, that such statements, which are contained in this Annual Report, reflect our current beliefs with respect to future events and involve known and unknown risks, uncertainties and other factors affecting our operations, market growth, services, products and licenses. No assurances can be given regarding the achievement of future results, as actual results may differ materially as a result of the risks we face, and actual events may differ from the assumptions underlying the statements that have been made regarding anticipated events. Factors that may cause actual results, our performance or achievements, or industry results, to differ materially from those contemplated by such forward-looking statements include without limitation:\n\u2022\nour ability to raise capital when needed and on acceptable terms and conditions;\n\u2022\nour ability to attract and retain management, and to integrate and maintain technical information and management information systems;\n\u2022\nthe intensity of competition;\n\u2022\ngeneral economic conditions; and\n\u2022\nother factors discussed in Risk Factors.\nAll forward-looking statements made in connection with this Annual Report which are attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. Given the uncertainties that surround such statements, you are cautioned not to place undue reliance on such forward-looking statements.\nCompany\u2019s Plans\nThe Company has proposed to develop an integrated natural gas pipeline system in Texas and Mexico. The purpose of these pipelines will be to transport and store natural gas in a proposed underground natural gas storage facility, which the Company proposes to permit and develop in northern Mexico. The Company believes that it has made substantial progress toward these goals with its preliminary project engineering designs and high-level meetings with representatives of various Mexican regulatory agencies.\nDiscussion and Analysis of Financial Condition and Results of Operations\nRevenues\nTwelve month period ended July 31, 2020\nFor the twelve (12) month period ended July 31, 2020, we generated no revenue and incurred a net loss of $5,354,204.\nOur net loss of $5,354,204 for the twelve (12) month period ended July 31, 2020 was the result of operating expenses of $1,028,705 and other expenses (comprised of interest expense) of $4,325,499. Our operating expenses consisted of $929,142 in general and administrative expenses, and $99,563 in professional fees.\nTwelve month period ended July 31, 2019\nFor the twelve (12) month period ended July 31, 2019, we generated no revenue and incurred a net loss of $3,213,703.\nOur net loss of $3,213,703 for the twelve (12) month period ended July 31, 2019 was the result of operating expen", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1623360_2020.htm (CIK: 1623360, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02982", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations\nManagement's Discussion and Analysis of Financial Condition and Results of Operations (\"MD&A\") is designed to provide a reader of AGNC Investment Corp.'s consolidated financial statements with a narrative from the perspective of management and should be read in conjunction with the consolidated financial statements and accompanying notes included in this Annual Report on Form 10-K. Our MD&A is presented in eight sections:\n\u2022Executive Overview\n\u2022Financial Condition\n\u2022Summary of Critical Accounting Estimates\n\u2022Results of Operations\n\u2022Liquidity and Capital Resources\n\u2022Off-Balance Sheet Arrangements\n\u2022Aggregate Contractual Obligations\n\u2022Forward-Looking Statements\nEXECUTIVE OVERVIEW\nWe are a leading provider of private capital to the U.S. housing market, enhancing liquidity in the residential real estate mortgage markets and, in turn, facilitating home ownership in the U.S. We invest primarily in Agency RMBS on a leveraged basis. These investments consist of residential mortgage pass-through securities and collateralized mortgage obligations for which the principal and interest payments are guaranteed by a U.S. Government-sponsored enterprise, such as Fannie Mae and Freddie Mac, or by a U.S. Government agency, such as Ginnie Mae. We may also invest in other assets related to the housing, mortgage or real estate markets that are not guaranteed by a GSE or U.S. Government agency.\nWe are internally managed with the principal objective of providing our stockholders with attractive risk-adjusted returns through a combination of monthly dividends and tangible net book value accretion. We generate income from the interest earned on our investments, net of associated borrowing and hedging costs, and net realized gains and losses on our investment and hedging activities. We fund our investments primarily through collateralized borrowings structured as repurchase agreements. We operate in a manner to qualify to be taxed as a REIT under the Internal Revenue Code.\nThe size and composition of our investment portfolio depends on the investment strategies we implement, availability of attractively priced investments, suitable financing to appropriately leverage our investment portfolio and overall market conditions. Market conditions are influenced by a variety of factors, including interest rates, prepayment expectations, liquidity, housing prices, unemployment rates, general economic conditions, government participation in the mortgage market, regulations and relative returns on other assets.\nTrends and Recent Market Impacts\nIn March 2020, the COVID-19 pandemic triggered one of the most severe and sudden financial market downturns in U.S. history. As the U.S and the world grappled with the rapidly deteriorating public health situation late in the first quarter, financial markets experienced historically rapid and severe liquidity shortfalls and declined precipitously. The Fed and the U.S. Treasury, together with their global counterparts, took decisive actions to allay the global financial crisis in late March and early April, which stabilized the financial markets and ultimately drove a recovery throughout the remainder of the year. In the U.S., the Fed's unprecedented monetary accommodation, which included substantial outright purchases of U.S. Treasury and Agency RMBS securities and a near-zero interest rate policy, and a massive fiscal stimulus package drove a rebound across substantially all asset categories. By year-end, U.S. Treasury and Agency RMBS markets had fully stabilized, equity markets had rebounded to new highs, and credit spreads had tightened to pre-COVID levels as a result of the ongoing monetary and fiscal stimulus and optimism regarding vaccine efficacy, the combination of which boosted prospects for a broad-based economic recovery that is expected to gain significant momentum in the latter half of 2021.\nIn response to the Pandemic and res", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: irs, internal revenue. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02983", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Quantitative and Qualitative Disclosures About Market Risk\nWe are exposed to a variety of financial risks in the normal course of our business, including market risk (including currency, price, and interest rate risk), credit risk and liquidity risk. Our overall risk management program focuses on preservation of capital and the unpredictability of financial markets and has sought to minimize potential adverse effects on our financial performance and position.\nMarket Risk\nCurrency risk\nWe are exposed to foreign exchange risk arising from various currencies, primarily with respect to the U.S. dollar and euro and to a lesser extent to the British pound. As our U.S. operating entity primarily conducts its operations in U.S. dollars, its exposure to changes in foreign currency is insignificant.\nOur Dutch entities hold significant amounts of U.S. dollars in cash and cash equivalents, have debt and interest obligations to Hercules denominated in U.S. dollars, generate collaboration revenue denominated in U.S. dollars, receive services from vendors denominated in U.S. dollars and occasionally British Pounds and fund the operations of our U.S. operating entity in U.S. dollars. Foreign currency denominated account receivables and account payables are short-term in nature (generally 30 to 45 days).\nVariations in exchange rates will impact earnings and other comprehensive income. On December 31, 2020, if the euro had weakened 10% against the U.S. dollar with all other variables held constant, pre-tax earnings for the year would have been $13.0 million higher (December 31, 2019: $24.7 million higher), and other comprehensive income would have been $5.2 million higher (December 31, 2019: $31.9 million lower). Conversely, if the euro had strengthened 10% against the U.S. dollar with all other variables held constant, pre-tax earnings for the year would have been $13.0 million lower (December 31, 2019: $24.7 million lower), and other comprehensive income would have been $8.3 million lower (December 31, 2019: $31.8 million higher).\nWe strive to mitigate foreign exchange risk through holding sufficient funds in euro and dollars to finance budgeted cash flows for the next year.\nThe sensitivity in other comprehensive income to fluctuations in exchange rates primarily relates to the translation of the net assets of our Dutch entities from their functional currency euro into our reporting currency U.S. dollar.\nPrice risk\nThe market prices for the provision of preclinical and clinical materials and services, as well as external contracted research, may vary over time.\nThe commercial prices of any of our products or product candidates are currently uncertain.\nWe are not exposed to commodity price risk.\nWe do not hold investments classified as available-for-sale or at fair value through profit or loss; therefore, we are not exposed to equity securities price risk.\nInterest rate risk\nOur interest rate risk arises from short- and long-term debt. In June 2013, we entered into the Hercules Agreement, which was last amended and restated in December 2018, under which our borrowings bear interest at a variable rate with a fixed floor. Long-term debt issued at fixed rates expose us to fair value interest rate risk. As of December 31, 2020, the loan bore an interest rate of 8.85%.\nAs of December 31, 2020, if interest rates on borrowings had been 1.0% higher with all other variables held constant, pre-tax earnings for the year would have been $0.3 million (2019: $0.3 million; 2018: $0.2 million) lower.\nCredit Risk\nCredit risk is managed on a consolidated basis. Credit risk arises from cash and cash equivalents and deposits with banks and financial institutions, outstanding receivables and committed transactions with collaboration partners and security deposits paid to landlords. We currently have no wholesale debtors other than BMS.\nWe deposited funds as security to our landlords related to our facility in Lexington, Massachusetts, and our facility in ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1590560_2020.htm (CIK: 1590560, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02984", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\nWe are exposed to market risks in the ordinary course of our business. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily a result of fluctuations in interest rates and foreign currency exchange rates. We do not hold or issue financial instruments for trading purposes. There were no material quantitative changes in our market risk exposures between the year ended December 31, 2020 and the year ended December 31, 2019.\nInterest rate sensitivity\nOur exposure to market risk for changes in interest rates relates primarily to our investment portfolio. Our cash, cash equivalents and short-term investment accounts as of December 31, 2020 totaled $842.6 million and consist of cash, cash equivalents and short-term investments with maturities of less than one year from the date of purchase. Our primary exposure to market risk is interest income sensitivity, which is affected by changes in the general level of the interest rates in the United States. However, because of the short-term nature of the instruments in our portfolio and our intent to hold instruments to maturity, a 10% change in market interest rates would not be expected to have a material impact on our financial condition or our results of operations.\nForeign currency exchange risk\nOur consolidated results of operations and cash flow are subject to fluctuations due to changes in foreign currency exchange rates. All of our revenues are generated in the local currency for commercial markets. Our expenses are generally denominated in the currencies in which our operations are located, which is primarily in the United States, Switzerland, Germany, Israel and Japan. Our consolidated results of operations and cash flows are, therefore, subject to fluctuations due to changes in foreign currency exchange rates and may be adversely affected in the future due to changes in foreign exchange rates. The effect of a hypothetical 10% change in foreign currency exchange rates applicable to our business would not have a material impact on our historical consolidated financial statements. We do not hedge our foreign currency exchange risk.\nITEM 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1645113_2020.htm (CIK: 1645113, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02985", "source": "edgar", "source_license": "public_domain", "text": "ITEM 1A. RISK FACTORS\nThe business and financial results of TEP are subject to a number of risks and uncertainties, including those set forth below. These risks and uncertainties fall primarily into five major categories: revenues, regulatory, environmental, financial, and operational. Additional risks and uncertainties that are not currently known to TEP or that are not currently believed by TEP to be material may also negatively impact TEP\u2019s business and financial results.\nREVENUES\nA significant decrease in the demand for electricity in TEP's service area would negatively impact retail sales and adversely affect results of operations, net income, and cash flows at TEP.\nNational and local economic conditions have a significant impact on customer growth and overall retail sales in TEP\u2019s service area. TEP anticipates an annual customer growth rate of 1% for the next five years.\nResearch and development activities are ongoing for new technologies that produce power and reduce power consumption. These technologies include renewable energy, customer-sited DG, appliances, equipment, energy storage, and control systems. Continued development and use of these technologies and compliance with the ACC's EE Standards and RES continue to have a negative impact on TEP\u2019s use per customer and overall retail sales. TEP's use per customer declined by an average of 1% per year from 2016 through 2020.\nThe revenues, results of operations, and cash flows of TEP are seasonal and are subject to weather conditions and customer usage patterns, which are beyond the Company\u2019s control.\nRetail Sales\nTEP typically earns the majority of its operating revenue and net income in the third quarter because retail customers increase their air conditioning usage during the summer. Conversely, first quarter net income is typically limited by relatively mild winter weather in TEP's retail service territory. Cool summers or warm winters may reduce customer usage, negatively affecting operating revenues, cash flows, and net income by reducing sales.\nProduction Tax Credits\nElectricity generated from TEP's wind-powered facility will depend heavily on wind conditions. If such conditions are unfavorable, the facility\u2019s electricity generation and associated PTCs may be reduced, negatively affecting cash tax payments and net income.\nTEP is dependent on a small number of customers for a significant portion of future revenues. A reduction in the electricity sales to these customers would negatively affect results of operations, net income, and cash flows at TEP.\nTEP\u2019s ten largest customers represented 11% of total revenues in 2020. TEP sells electricity to mines, military installations, and other large commercial and industrial customers. Retail sales volumes and revenues from these customers could decline as a result of, among other things: global, national, and local economic conditions; curtailments of customer operations due to unfavorable market conditions; military base reorganization or closure decisions by the federal government; the effects of energy efficiency; or the decision by customers to self-generate all or a portion of their energy needs. A reduction in retail kWh sales by any one of TEP\u2019s ten largest customers would negatively affect the Company's results of operations, net income, and cash flows.\nREGULATORY\nTEP's business is significantly impacted by government legislation, regulation and oversight. TEP's inability to recover its costs, earn a reasonable return on its investments, or comply with current regulations would negatively affect its results of operations, net income, and cash flows.\nTEP's financial condition is influenced by how regulatory authorities, including the ACC and FERC, establish the rates TEP can charge customers and authorize rates of return, common equity levels, and the amount of costs that may be recovered from customers. The Company's ability to timely obtain rate adjustments that provide TEP with the opportunity to earn authorize", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: tax credit, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02986", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. Risk Factors.\nThe following discussion sets forth what management currently believes could be the material regulatory, market and economic, liquidity, legal and business and operational risks and uncertainties that could impact our business, results of operations and financial condition. Other risks and uncertainties, including those not currently known to us, could also negatively impact our business, results of operations and financial condition. Thus, the following should not be considered a complete discussion of all of the risks and uncertainties we may face, and the order of their respective significance may change. Below is a summary of our risk factors with a more detailed discussion following.\n\u25cfThe outbreak of COVID-19 has adversely affected, and will likely continue to adversely affect, our business, financial condition, liquidity and results of operations.\n\u25cfOur allowances for credit losses for loans and debt securities may prove inadequate or we may be negatively affected by credit risk exposures. Also, future additions to our allowance for credit losses will reduce our future earnings.\n\u25cfAs a participating lender in the PPP, the Company and the Bank are subject to additional risks of litigation from the Bank\u2019s clients, or other parties regarding our originating, processing, or servicing of loans under the PPP, and risks that the SBA may not fund some or all PPP loan guaranties.\n\u25cfOur business is subject to interest rate risk, and fluctuations in interest rates may adversely affect our earnings, capital levels and overall results.\n\u25cfOur operational systems and networks have been, and will continue to be, subject to an increasing risk of continually evolving cybersecurity or other technological risks, which could result in a loss of customer business, financial liability, regulatory penalties, damage to our reputation or the disclosure of confidential information.\n\u25cfThe financial services industry is characterized by rapid technological change, and if we fail to keep pace, our business may suffer.\n\u25cfWe are heavily reliant on technology, and a failure to effectively implement new technological solutions or enhancements to existing systems or platforms could adversely affect our business operations and the financial results of our operations.\n\u25cfOur geographic concentration may magnify the adverse effects and consequences of any regional or local economic downturn.\n\u25cfAn adverse change in real estate market values may result in losses in our banking segment and otherwise adversely affect our profitability.\n\u25cfChanges in the method of determining LIBOR, or the replacement of LIBOR with an alternative reference rate, may adversely affect interest income or expense.\n\u25cfOur mortgage origination is subject to fluctuations based upon seasonal and other factors and, as a result, our results of operations for any given quarter may not be indicative of the results that may be achieved for the full fiscal year.\n\u25cfOur risk management processes may not fully identify and mitigate exposure to the various risks that we face, including interest rate, credit, liquidity and market risk.\n\u25cfOur hedging strategies may not be successful in mitigating our exposure to interest rate risk.\n\u25cfOur bank lending, margin lending, stock lending, securities trading and execution and mortgage purchase businesses are all subject to credit risk.\n\u25cfWe depend on our computer and communications systems and an interruption in service would negatively affect our business.\n\u25cfWe are heavily dependent on dividends from our subsidiaries.\n\u25cfOur indebtedness may affect our ability to operate our business, and may have a material adverse effect on our financial condition and results of operations. We may incur additional indebtedness, including secured indebtedness.\n\u25cfWe may not be able to generate sufficient cash to service all of our indebtedness, including the Senior Notes, and may be forced to take other actions to satisfy our obligations under our indebtedness that may n", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "SEC filing risk factors section containing investment-relevant disclosures. Source: 1265131_2020.htm (CIK: 1265131, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02987", "source": "edgar", "source_license": "public_domain", "text": "Item 11.\nExecutive Compensation.\nCash Compensation\nThe following table sets forth certain information with respect to the Chief Executive Officer, and each other executive officer of Admiral whose total cash compensation exceeded $100,000 during the year ended June 30, 2020.\nIncentive Bonus Plan\nAdmiral has a policy of paying discretionary bonuses to eligible officers and employees based upon the individual's performance. Under the plan, Admiral and its subsidiaries distribute approximately 20% of Admiral's consolidated pre-tax profits in the form of cash bonuses awarded by the Compensation Committee of the Board of Directors, based on management's recommendations and evaluations of performance. No bonuses have been paid during the periods covered by this Report on Form 10K.\nRetirement Plan\nNo Admiral employee is currently covered under any form of retirement plan.\nIn prior years, Admiral employees were covered under a non- contributory trusteed pension plan, which was replaced by a contributory Section 401(k) plan for Admiral employees on March 31, 1989. Employees were permitted to contribute amounts up to 6% of their annual salary to this plan, with the employer providing matching contributions at a rate of 50% of such employee's contributions (to a maximum of 3% of such employee's salary), together with a discretionary contribution amount not exceeding 1% of covered compensation. No payments have been required to be paid during the periods covered by this Report on Form 10K.\nStock Compensation Program\nThe Board of Directors and shareholders of Admiral adopted the 1988 Stock Compensation Program (the \"Program\"), effective December 19, 1988, for the benefit of directors, officers and other employees of Admiral and its subsidiaries, including Haven, who are deemed to be responsible for the future growth of Admiral. Under the Program, Admiral has reserved 1,100,000 shares of authorized but unissued Common Stock for the future issuance of option grants. Options granted under the Program can be in the form of incentive options, compensatory options, stock appreciation rights, performance shares, or any combination thereof.\nThere have been no grants of any rights or options to any director, officer or employee of Admiral or any affiliate. The Company expects to distribute such option grants in the event of any Recapitalization transaction.\nEmployee Stock Purchase Plan\nThe Board of Directors and shareholders of Admiral approved the 1988 Employee Stock Purchase Program on December 19, 1988, enabling the directors, officers and employees of Admiral and its affiliates to acquire a proprietary interest in Admiral's Common Stock through a payroll deduction program. This plan has been suspended by Admiral management.\nEmployment Agreements\nThere are no employment agreements between Admiral and any of Admiral's employees.\nIndebtedness of Management\nAdmiral has made no loans to its directors, officers or employees.\nCompensation of Directors\nWhile each Director is entitled to receive $500 plus reasonable out-of-pocket expenses for attending each meeting, each Director volunteered to suspend the receipt of all director fees due to Admiral's current financial condition, beginning with the meeting held during the third fiscal quarter of the fiscal year ended June 30, 1989. This suspension of payments includes additional compensation paid for attendance of committee meetings.\nItem 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 828530_2020.htm (CIK: 828530, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02988", "source": "edgar", "source_license": "public_domain", "text": "ITEM 7. MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\nCautionary Statement Concerning Forward-Looking Statements\nThis report contains \u201cforward-looking statements\u201d within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are subject to risks and uncertainties and are based on the beliefs and assumptions of management and information currently available to management. The use of words such as \u201cbelieves\u201d, \u201cexpects\u201d, \u201canticipates\u201d, \u201cintends\u201d, \u201cplans\u201d, \u201cestimates\u201d, \u201cshould\u201d, \u201clikely\u201d or similar expressions, indicates a forward-looking statement.\nThe identification in this report of factors that may affect our future performance and the accuracy of forward-looking statements is meant to be illustrative and by no means exhaustive. All forward-looking statements should be evaluated with the understanding of their inherent uncertainty.\nFactors that could cause our actual results to differ materially from those expressed or implied by forward-looking statements include, but are not limited to:\n\u00b7\nTrends affecting the Company\u2019s financial condition, results of operations, or future prospects;\n\u00b7\nThe Company\u2019s business and growth strategies;\n\u00b7\nThe Company\u2019s financing plans and forecasts;\n\u00b7\nThe factors that we expect to contribute to our success and the Company\u2019s ability to be successful in the future;\n\u00b7\nThe Company\u2019s business model and strategy for realizing positive results as sales increase;\n\u00b7\nCompetition, including the Company\u2019s ability to respond to such competition and its expectations regarding continued competition in the market in which the Company competes;\n\u00b7\nExpenses;\n\u00b7\nThe Company\u2019s ability to meet its projected operating expenditures and the costs associated with development of new projects;\n\u00b7\nThe Company\u2019s ability to pay dividends or to pay any specific rate of dividends, if declared;\n\u00b7\nThe impact of new accounting pronouncements on its financial statements;\n\u00b7\nThat the Company\u2019s cash flows from operating activities will be sufficient to meet its projected operating expenditures for the next twelve months;\n\u00b7\nThe Company\u2019s market risk exposure and efforts to minimize risk;\n\u00b7\nDevelopment opportunities and its ability to successfully take advantage of such opportunities;\n\u00b7\nRegulations, including anticipated taxes, tax credits or tax refunds expected;\n\u00b7\nThe outcome of various tax audits and assessments, including appeals thereof, timing of resolution of such audits, the Company\u2019s estimates as to the amount of taxes that will ultimately be owed and the impact of these audits on the Company\u2019s financial statements;\n\u00b7\nThe Company\u2019s overall outlook including all statements under Management\u2019s Discussion and Analysis or Plan of Operation;\n\u00b7\nThat estimates and assumptions made in the preparation of financial statements in conformity with US GAAP may differ from actual results; and\n\u00b7\nExpectations, plans, beliefs, hopes or intentions regarding the future.\nThe following discussion of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes included in this report.\nThe following table provides selected financial data about us for the fiscal years ended July 31, 2020 and 2019. For detailed financial information, see the audited Financial Statements included in this report.\nOverview\nConcrete Leveling Systems, Inc. (\u201cwe\u201d, \u201cus\u201d, \u201cour\u201d or the \u201cCompany\u201d) was incorporated on August 28, 2007 in the State of Nevada. The Company\u2019s principal offices are located at 5046 East Boulevard Northwest, Canton, Ohio 44718. In Ohio, the Company does business under the trade name of CLS Fabricating, Inc. CLS has never declared bankruptcy, it has never been in receivership, and it has never been involved in any legal action or proceedings.\nOn March 24, 2017, the Company entered into an agreement with Jericho Associates, Inc. (\u201cJericho\u201d), a start-up company which plans to operate in the gaming, hospitality and entertainm", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1414382_2020.htm (CIK: 1414382, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02989", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\nThe consolidated financial statements and accompanying notes listed in Part IV, Item 15(a)(1) of this Annual Report on Form 10-K are included elsewhere in this Annual Report on Form 10-K.\nITEM 9:", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1065088_2020.htm (CIK: 1065088, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02990", "source": "edgar", "source_license": "public_domain", "text": "Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\nTHE FOLLOWING PRESENTATION OF THE PLAN OF OPERATION OF MADISON TECHNOLOGIES INC. SHOULD BE READ IN CONJUNCTION WITH THE AUDITED FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION INCLUDED HEREIN.\nOverview\nMadison was incorporated in the State of Nevada on June 15, 1998 under the name \u201cMadison-Taylor General Contractors, Inc.\u201d Effective May 24, 2004, Madison changed its name to \u201cMadison Explorations, Inc.\u201d by a majority vote of the shareholders. Effective March 9, 2015, Madison changed its name to \u201cMadison Technologies Inc,\u201d by a majority vote of the shareholders. See Exhibit 3.3 - Certificate of Amendment for more details.\nOn September 16, 2016, pursuant to the terms of the Product License Agreement Madison was granted the exclusive rights to distribute Tuffy Pack\u2019s product line of line custom inserts that provide a level of personal protection from ballistic threats similar to what law enforcement officers wear daily as bullet proof vests. See Exhibit 10.5 - Product License Agreement for more details.\nEffective the fourth quarter of fiscal 2020 Madison abandoned the Tuffy Pack product line to focus on the deployment of the Luxurie Legs line of products\nOn July 17, 2020, the Company entered into an agreement to acquire the Casa Zeta-Jones Brand License Agreement from Luxurie Legs, LLC of Delaware. Luxurie Legs transferred all of its rights, title and interest in the License Agreement to the Company in exchange for the Company\u2019s newly issued preferred convertible Series A stock. See Form 8-K - Current Report filed July 20, 2020 for more details.\nOn February 16, 2021, Madison Technologies Inc., a Nevada corporation (the \u201cCompany\u201d) entered into a Share Exchange Agreement (the \u201cShare Exchange Agreement\u201d) with Sovryn Holdings, Inc. (\u201cSovryn\u201d) and the holders (the \u201cSovryn Shareholders\u201d) of Sovryn\u2019s issued and outstanding shares of common stock, par value $0.0001 per share (\u201cSovryn Common Shares\u201d), pursuant to which the Shareholders exchanged 100% of the outstanding Sovryn Common Shares, for (i) 100 shares of series B preferred stock, par value $0.001 per share (\u201cSeries B Preferred Stock\u201d), of the Company which was transferred by Jeffrey Canouse, the Company\u2019s controlling shareholder and existing Chief Executive Officer (the \u201cControlling Shareholder\u201d), to the designee of Sovryn and (ii) 1,000 shares of series E convertible preferred stock, par value $0.001 per share of Sovryn (\u201cSeries E Preferred Stock,\u201d and together with Series B Preferred Stock, the \u201cPreferred Exchange Shares,\u201d and the foregoing exchange of Sovryn Common Shares for Preferred Exchange Shares being the \u201cEquity Exchange\u201d).See Form 8-K - Current Report filed February 23, 2021 for more details\nMadison Technologies Inc.Form 10-K - 2020Page 12\nResults of Operation for the Period Ended December 31, 2020\nDuring the fiscal year ended December 31, 2020, we incurred net losses of $910,163, compared to our net losses in fiscal 2019 of $42,263. Our losses in the current fiscal year were higher due to an increase in amortization expense, operating expenses and consulting fees.\nWe have not attained profitable operations and are dependent upon obtaining financing to complete our proposed business plan. For these reasons our auditors believe that there is substantial doubt that we will be able to continue as a going concern.\nOur financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.\nLiquidity and Capital Resources\nAs of December 31, 2020, Madison had total assets of $510,616, and a working capital deficit of $533,548, compared with a working capital deficit of $358,377 as of December 31, 2019. The increase in the working capital deficit was primarily ", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "high", "explanation": "Management Discussion and Analysis section with financial performance data. Source: 1318268_2020.htm (CIK: 1318268, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02991", "source": "edgar", "source_license": "public_domain", "text": "ITEM 11. EXECUTIVE COMPENSATION.\nThe following table sets forth information concerning all cash and non-cash compensation awarded to, earned by or paid to the named persons for services rendered in all capacities during the noted periods. No other executive officer received total annual salary and bonus compensation in excess of $100,000.\nSUMMARY COMPENSATION TABLE(1)\n1.We have omitted certain columns in the summary compensation table pursuant to Item 402(a)(5) of Regulation S-K as no compensation was awarded to, earned by, or paid to any of the executive officers or directors required to be reported in that table or column in any fiscal year covered by that table.\n2.The \u201cAll Other Compensation\u201d column is used to disclose the aggregate amount of all compensation that the Company could not properly report in any other column of the Summary Compensation Table (with a limited exceptions).\n3.Ms. Naana Asante was appointed as the CEO and Director of the Company as of September 22, 2020.\n4.Mr. Edward Somuah was originally appointed as the sole-officer and director of the Company on April 30, 2020. As a result of the Share Exchange Agreement, on September 22, 2020, Mr. Somuah resigned from the position of Chief Executive Officer, however he remains as the Company\u2019s, Chief Financial Officer, Secretary and as a member of the Company\u2019s Board of Directors.\n5.Mr. David Lazar was appointed as the Company\u2019s sole-officer and director on January 28, 2020, he resigned from all positions held with the Company as of April 30, 2020.\n6.Mr. Kia Ming Zhao was appointed as the Company\u2019s sole-officer and director on February 15, 2018, he resigned from all positions held with the Company as of January 28, 2020\n7.Mr. Scott Silverman was appointed as the Company\u2019s sole-officer and director on August 15, 2017, he resigned from all positions held with the Company as of February 15, 2018.\nOption Grants\nWe have not granted any options or stock appreciation rights to our named executive officers or directors since inception. We do not have any stock option plans.\nPension, Retirement or Similar Benefit Plans\nThere are no arrangements or plans in which we provide pension, retirement or similar benefits to our directors or executive officers. We have no material bonus or profit-sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the board of directors or a committee thereof.\nCompensation Committee\nWe do not currently have a compensation committee of the board of directors or a committee performing similar functions. The board of directors as a whole participates in the consideration of executive officer and director compensation.\nIndebtedness of Directors, Senior Officers, Executive Officers and Other Management\nNone of our directors or executive officers or any associate or affiliate of our company during the last two fiscal years is or has been indebted to our company by way of guarantee, support agreement, letter of credit or other similar agreement or understanding currently outstanding.\nITEM 12.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Executive compensation disclosures with financial details. Source: 1509786_2020.htm (CIK: 1509786, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02992", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data\nThe Company has applied the amendment to Regulation S-K Item 301 which became effective on February 10, 2021.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 310826_2020.htm (CIK: 310826, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02993", "source": "edgar", "source_license": "public_domain", "text": "Item 6. Selected Financial Data\nThe selected consolidated financial data (1)(4) set forth below should be read in conjunction with our Consolidated Financial Statements and notes thereto and \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations,\u201d appearing elsewhere in this report.\n(1)We make acquisitions from time to time and the selected financial data includes the operation results from these acquisitions in the results of operations from the dates of the acquisitions. Please refer to Note 4, \u201cAcquisitions\u201d to our Consolidated Financial Statements for additional information.\n(2)Operating income (loss) and net income (loss) includes a charge of $76.5 million during fiscal year 2016 related to an additional valuation allowance against our U.S. net deferred tax assets and a benefit of $77.2 million during fiscal year 2018 due to the partial reversal of the valuation allowance against U.S. net deferred tax assets. Please refer to Note 12, \u201cIncome Taxes\u201d to our Consolidated Financial Statements for additional information.\n(3)The calculation of working capital excludes \"Cash and cash equivalents\" and \"Marketable securities\u201d.\n(4)On August 27, 2018, we entered into an agreement to sell our semiconductor cryogenics business. We determined that the semiconductor cryogenics business met the criteria of being reported as a discontinued operation as of September 30, 2018. As a result, the selected financial data presented for current period and prior periods have been revised to reflect the discontinued operation classification. Please refer to Note 3, \u201cDiscontinued Operations\u201d to our Consolidated Financial Statements for additional information. The sale was completed in the fourth quarter of fiscal year 2019. Net income attributable to Brooks Automation, Inc. for the fourth quarter and full fiscal year of 2019 includes the net gain on the sale of the business of $408.6 million.\n(5)In connection with the closing of the sale of the semiconductor cryogenics business in the fourth quarter of fiscal 2019, we recorded accrued taxes payable of approximately $95 million as of September 30, 2019, which reduce our working capital for fiscal year 2019.\nItem 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, deferred tax. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02994", "source": "edgar", "source_license": "public_domain", "text": "Item 1A. RISK FACTORS\nPrice Risk Factors\nVolatility in the global prices of crude oil, natural gas liquids and natural gas can significantly affect the Company\u2019s operating results.\nAmong the most significant variable factors impacting the Company\u2019s results of operations are the sales prices for crude oil and natural gas that it produces. Many of the factors influencing prices of crude oil and natural gas are beyond our control. These factors include:\n\u2022the occurrence or threat of epidemics or pandemics, such as the recent outbreak of coronavirus disease 2019 (COVID-19), or any government response to such occurrence or threat which may lower the demand for hydrocarbon fuels;\n\u2022worldwide and domestic supplies of and demand for crude oil, natural gas liquids and natural gas;\n\u2022the ability of the members of OPEC and certain non-OPEC members, for example, certain major suppliers such as Russia and Saudi Arabia, to agree to and maintain production levels;\n\u2022the production levels of non-OPEC countries, including, amongst others, production levels in the shale plays in the United States;\n\u2022the level of drilling, completion and production activities by other exploration and production companies, and variability therein, in response to market conditions;\n\u2022political instability or armed conflict in oil and natural gas producing regions;\n\u2022changes in weather patterns and climate;\n\u2022natural disasters such as hurricanes and tornadoes;\n\u2022the price, availability and the demand for and of alternative and competing forms of energy, such as nuclear, hydroelectric, wind or solar;\n\u2022the effect of conservation efforts;\n\u2022technological advances affecting energy consumption and energy supply;\n\u2022domestic and foreign governmental regulations and taxes, including further legislation requiring, subsidizing or providing tax benefits for the use of alternative energy sources and fuels; and\n\u2022general economic conditions worldwide.\nThe global economic downturn triggered by the COVID-19 pandemic (discussed below) has impacted demand, and hence has applied further downward pressure on hydrocarbon (most notably oil) energy prices. The longer the COVID-19 pandemic continues, including prolonged government restrictions on businesses and reduced activity of consumers, the longer the downward pressure will be applied.\nIn the first quarter of 2020, certain major global suppliers announced supply increases in oil which contributed to the lower global commodity prices. In the first quarter of 2020, certain countries also announced unexpected price discounts of $6 to $8 per barrel to global customers. In the second quarter of 2020, the OPEC+ group of producers agreed to cut output by 9.7 million barrels of oil per day (MMBLD) in May and June 2020, which was later extended through the end of July 2020. Cuts of 7.7 MMBLD were made from August and December 2020. Subsequent to year end, production cuts have been scaled back to 7.2 MMBLD in January 2021 and 7.1 MMBLD for February and March. However, outside of the OPEC+ agreement, Saudi Arabia unilaterally implemented an additional 1.0 MMBLD cut in February and March 2021.\nWest Texas Intermediate (WTI) crude oil prices averaged approximately $39 in 2020, compared to $57 in 2019, $65 in 2018, and $51 per barrel in 2017. The closing price for WTI at the end of 2020 was approximately $47 per barrel, reflecting a 21% reduction from the price at the end of 2019. As of close on February 25, 2021, the NYMEX WTI forward curve price for the remainder of 2021 and 2022 were $61.38 and $56.51 per barrel, respectively. The current futures forward curve indicates that prices may continue at or near current prices for an extended time. Certain U.S. and Canadian crude oils are priced from oil indices other than WTI, and these indices are influenced by different supply and demand forces than those that affect WTI prices. The most common crude oil indices used to price the Company\u2019s crude include WTI Houston (MEH), Heavy Louisiana Sweet (HLS), Mars and ", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: tax benefit, irs. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02995", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6.\nSELECTED FINANCIAL DATA\nIn January 2021, the SEC adopted rule amendments to Item 302(a) of Regulation S-K which eliminates the requirement for registrants to furnish selected financial data in comparative tabular form for each of the last five fiscal years. The rule amendments became effective on February 10, 2021 and compliance is required beginning with the fiscal year ending on or after August 9, 2021. Early adoption in filings made after February 10, 2021 is permitted and we have elected to early adopt this amendment.\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "medium", "explanation": "Selected financial data and key metrics. Source: 7431_2020.htm (CIK: 7431, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02996", "source": "edgar", "source_license": "public_domain", "text": "ITEM 6. SELECTED FINANCIAL DATA\nThe following should be read in conjunction with the consolidated financial statements, including the notes thereto, and Management's Discussion and Analysis of Financial Condition and Results of Operations beginning on page 26.\n_________________________________\n(a)Includes a $5,528.4 million legal accrual for litigation relating the distribution of prescription opioid pain medications, net of income tax benefit of $1,078.6 million; $282.5 million impairment of PharMEDium's long-lived assets, net of income tax benefit of $79.2 million; $156.5 million of employee severance, litigation, and other costs, net of income tax benefit of $43.9 million; $46.4 million of PharMEDium exit and remediation costs, net of income tax benefit of $13.0 million; a $17.3 million loss on early retirement of debt; net of income tax benefit of $4.9 million; an $11.6 million estimated assessment related to the New York State Opioid Stewardship Act, net of income tax benefit of $3.2 million; a $9.5 million gain from an adjustment to Profarma's estimate of contingent consideration related to the purchase price of one of its prior business acquisitions, net of income tax expense of $2.7 million; a $7.1 million gain from antitrust litigation settlements, net of income tax expense of $2.0 million; and $5.8 million of LIFO expense, net of income tax benefit of $1.6 million.\n(b)Includes a $421.3 million impairment of PharMEDium's long-lived assets, net of income tax benefit of $148.7 million; $245.8 million of employee severance, litigation, and other costs, net of income tax benefit of $84.6 million; a $107.8 million gain from antitrust litigation settlements, net of income tax expense of $38.1 million; $51.3 million of PharMEDium remediation costs, net of income tax benefit of $18.1 million; a $16.7 million LIFO credit, net of income tax expense of $5.9 million; a $16.3 million reversal of an estimated assessment related to the New York State Opioid Stewardship Act, net of income tax expense of $5.7 million; and a $10.1 million gain on the sale of an equity investment, net of income tax expense of $3.6 million.\n(c)Includes $61.3 million of employee severance, litigation, and other costs, net of income tax benefit of $122.2 million; a $59.7 million goodwill impairment with no income tax benefit; $48.6 million of LIFO expense, net of income tax benefit of $18.7 million; $47.8 million of PharMEDium remediation costs, net of income tax benefit of $18.4 million; a $42.3 million loss on consolidation of equity investments with no income tax benefit; a $30.0 million impairment on a non-customer note receivable with no income tax benefit; a $25.9 million gain from antitrust litigation settlements, net of income tax expense of $10.0 million; a $17.2 million loss on early retirement of debt, net of income tax benefit of $6.6 million; and $15.9 million of expense for an estimated assessment related to the New York State Opioid Stewardship Act, net of income tax benefit of $6.1 million.\n(d)Includes a $101.1 million LIFO credit, net of income tax expense of $56.7 million; a $0.9 million gain from antitrust litigation settlements, net of income tax expense of $0.5 million; and $937.4 million of employee severance, litigation, and other costs, net of income tax benefit of $21.9 million.\n(e)Includes $367.2 million of Warrants income, net of income tax benefit of $507.5 million; $120.9 million of LIFO expense, net of income tax benefit of $79.3 million; an $80.8 million gain from antitrust litigation settlements, net of income tax expense of $53.0 million; $62.1 million of employee severance, litigation, and other costs, net of income tax benefit of $40.8 million; and a $28.7 million pension settlement charge, net of income tax benefit of $18.9 million.\nITEM 7.", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: income tax, tax expense, tax benefit. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02997", "source": "edgar", "source_license": "public_domain", "text": "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nTo the Shareholders and the Board of Directors of\nLaird Superfood, Inc.\nOpinion on the Financial Statements\nWe have audited the accompanying balance sheets of Laird Superfood, Inc (the \u201cCompany\u201d) as of December 31, 2020 and 2019, the related statements of operations, comprehensive loss, convertible preferred stock and stockholders\u2019 equity, and cash flows for the years then ended, and the related notes (collectively referred to as the \u201cfinancial statements\u201d). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.\nBasis for Opinion\nThese financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (\u201cPCAOB\u201d) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company\u2019s internal control over financial reporting. Accordingly, we express no such opinion.\nOur audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\n/s/ Moss Adams LLP\nPortland, Oregon\nMarch 16, 2021\nWe have served as the Company\u2019s auditor since 2018.\nLAIRD SUPERFOOD, INC.\nBALANCE SHEETS\nThe accompanying notes are an integral part of these financial statements.\nLAIRD SUPERFOOD, INC.\nSTATEMENTS OF OPERATIONS\nThe accompanying notes are an integral part of these financial statements.\nLAIRD SUPERFOOD, INC.\nSTATEMENTS OF COMPREHENSIVE LOSS\n(1) The Company maintains a full valuation allowance related to our net deferred tax assets, primarily due to our historical net loss position. See note 10 for the estimated tax benefit deferred.\nThe accompanying notes are an integral part of these financial statements.\nLAIRD SUPERFOOD, INC.\nSTATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS\u2019 EQUITY\nThe accompanying notes are an integral part of these financial statements.\nLAIRD SUPERFOOD, INC.\nSTATEMENTS OF CASH FLOWS\nThe accompanying notes are an integral part of these financial statements.\nLAIRD SUPERFOOD, INC\nNotes to Financial Statements\n1. Nature of Operations and Summary of Significant Accounting Policies\nThe accompanying audited financial statements include the accounts of Laird Superfood, Inc. (the \u201cCompany\u201d or \u201cLaird Superfood\u201d), a Delaware corporation. On July 3, 2018, the Company entered into a plan of conversion and was converted", "findings": [{"category": "financial", "subcategory": "financial.tax", "severity": "high", "explanation": "SEC 10-K filing section containing tax-related disclosures. Tax references found: deferred tax, tax benefit. Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02998", "source": "edgar", "source_license": "public_domain", "text": "Item 7A. Qualitative and Quantitative Disclosures Regarding Market Risk\nOur exposure to market risk is directly related to our role as investment adviser for the separate accounts we manage and the funds for which we act as sub-investment adviser. Most of our revenue for the years ended December 31, 2020, 2019 and 2018 was derived from advisory fees, which are typically based on the market value of assets under management. Accordingly, a decline in the prices of securities would cause our revenue and income to decline due to a decrease in the value of the assets we manage. In addition, such a decline could cause our clients to withdraw their funds in favor of investments offering higher returns or lower risk, which would cause our revenue and income to decline further. Due to the nature of our business, we believe that we do not face any material risk from inflation. Please see our discussion of market risks in \u201c-Critical Accounting Policies and Estimates-Revenue Recognition\u201d which is part of Item 7. \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\u201d\nItem 8.", "findings": [{"category": "financial", "subcategory": "financial.investment", "severity": "medium", "explanation": "Quantitative and qualitative market risk disclosures. Source: 1549966_2020.htm (CIK: 1549966, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}
{"id": "edgar_02999", "source": "edgar", "source_license": "public_domain", "text": "Item 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\n\ufeff\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\n\ufeff\nTo the Board of Directors and Members of Oncor Electric Delivery Company LLC\n\ufeff\nOpinion on the Financial Statements\n\ufeff\nWe have audited the accompanying consolidated balance sheets of Oncor Electric Delivery Company LLC and subsidiaries (the \"Company\") as of December 31, 2020 and 2019, the related consolidated statements of income, comprehensive income, cash flows, and membership interests, for each of the three years in the period ended December 31, 2020, and the related notes (collectively referred to as the \"financial statements\"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.\n\ufeff\nWe have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 25, 2021, expressed an unqualified opinion on the Company's internal control over financial reporting.\n\ufeff\nBasis for Opinion\n\ufeff\nThese financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\n\ufeff\nWe conducted our audits in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\n\ufeff\nCritical Audit Matter\n\ufeff\nThe critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.\nRegulatory Matters -Refer to Notes 1 and 2 to the financial statements\nCritical Audit Matter Description\nThe Company is subject to rate regulation by the Public Utility Commission of Texas (the \u201cPUCT\u201d), which has jurisdiction with respect to the rates of electric transmission and distribution companies in Texas. Management has determined it mee", "findings": [{"category": "financial", "subcategory": "financial.bank_statement", "severity": "high", "explanation": "Audited financial statements and supplementary data. Source: 1193311_2020.htm (CIK: 1193311, Year: 2020). Contains regulated financial information subject to SEC disclosure requirements."}]}